Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
May 31, 2023 | Aug. 22, 2023 | Nov. 30, 2022 | |
Document Information Line Items | |||
Entity Registrant Name | CLS HOLDINGS USA, INC. | ||
Trading Symbol | N/A | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --05-31 | ||
Entity Common Stock, Shares Outstanding | 72,543,141 | ||
Entity Public Float | $ 0 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001522222 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | May 31, 2023 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual 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 | 1800 Industrial Road, Suite 100 | ||
Entity Address, City or Town | Las Vegas | ||
Entity Address, State or Province | NV | ||
Entity Address, Postal Zip Code | 89102 | ||
City Area Code | 888 | ||
Local Phone Number | 888-260-7775 | ||
Title of 12(b) Security | N/A | ||
Security Exchange Name | NONE | ||
Entity Interactive Data Current | Yes | ||
Document Financial Statement Error Correction [Flag] | false | ||
Auditor Firm ID | 2738 | ||
Auditor Name | M&K CPAS, PLLC | ||
Auditor Location | Houston, TX |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | May 31, 2023 | May 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 998,421 | $ 2,551,859 |
Accounts Receivable | 431,204 | 618,227 |
Inventory | 3,012,932 | 3,417,602 |
Prepaid expenses and other current assets | 148,953 | 295,869 |
Total current assets | 4,591,510 | 6,883,557 |
Property, plant and equipment, net of accumulated depreciation of $2,687,146 and $2,073,449 | 2,913,077 | 4,342,434 |
Right of use assets, operating leases | 1,641,577 | 2,154,517 |
Intangible assets, net of accumulated amortization of $588,217 and $473,308 | 209,088 | 1,190,285 |
Goodwill | 557,896 | 557,896 |
Investments | 0 | 469,575 |
Other assets | 157,500 | 229,500 |
Total assets | 10,070,648 | 15,827,764 |
Current liabilities | ||
Accounts payable and accrued liabilities | 2,728,572 | 2,317,898 |
Accrued interest, current | 634,594 | 419,206 |
Loans payable | 471,380 | 1,013,073 |
Lease liability - operating leases, current | 374,004 | 309,597 |
Lease liability - financing leases, current | 86,887 | 71,813 |
Taxes Payable | 6,752,457 | 4,531,782 |
Notes payable | 1,439,584 | 0 |
Convertible notes payable - current | 3,853,051 | 19,448,821 |
Total current liabilities | 16,340,529 | 28,112,190 |
Noncurrent liabilities | ||
Lease liability - operating leases, non-current | 1,544,283 | 1,893,810 |
Lease liability - financing leases, non-current | 200,280 | 277,180 |
Notes payable, non-current, net of discount of $902,339 and $1,681,434 | 2,033,077 | 2,693,566 |
Convertible Notes payable, non-current | 3,753,051 | 0 |
Total Liabilities | 23,871,220 | 32,976,746 |
Commitments and contingencies | 0 | 0 |
Stockholder's deficit | ||
Preferred stock, $0.001 par value; 5,000,000 shares authorized; no shares issued | 0 | 0 |
Common stock, $0.0001 par value; 187,500,000 shares authorized at May 31, 2023 and 2022; 72,543,141 and 32,052,021 shares issued and outstanding at May 31, 2023 and 2022 | 7,255 | 3,206 |
Additional paid-in capital | 96,147,784 | 77,954,748 |
Common stock subscribed | 65,702 | 70,092 |
Accumulated deficit | (108,879,446) | (95,079,817) |
Stockholder's deficit attributable to CLS Holdings, Inc. | (12,658,705) | (17,051,771) |
Non-controlling interest | (1,141,867) | (97,211) |
Total stockholder's deficit | (13,800,572) | (17,148,982) |
Total liabilities and stockholders' deficit | $ 10,070,648 | $ 15,827,764 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) | May 31, 2023 | May 31, 2022 |
Statement of Financial Position [Abstract] | ||
Property, plant and equipment, accumulated depreciation (in Dollars) | $ 2,687,146 | $ 2,073,449 |
Intangible assets, accumulated amortization (in Dollars) | 588,217 | 473,308 |
Notes payable, non-current, discount (in Dollars) | $ 902,339 | $ 1,681,434 |
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 187,500,000 | 187,500,000 |
Common stock, shares issued | 72,543,141 | 32,052,021 |
Common stock, outstanding | 72,543,141 | 32,052,021 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
May 31, 2023 | May 31, 2022 | |
Income Statement [Abstract] | ||
Revenue | $ 23,133,607 | $ 22,662,895 |
Cost of goods sold | 13,329,600 | 12,172,650 |
Gross margin | 9,804,007 | 10,490,245 |
Selling, general and administrative expenses | 11,107,297 | 11,368,100 |
Impairment of investment | 1,590,742 | 0 |
Impairment of intangible assets | 866,288 | 0 |
Total operating expenses | 13,564,327 | 11,368,100 |
Operating income (loss) | (3,760,320) | (877,855) |
Other (income) expense: | ||
Interest expense, net | 2,667,004 | 2,149,729 |
Loss on extinguishment of debt | 6,659,359 | 0 |
Loss on equity investment | 178,674 | 112,139 |
Gain on settlement of accounts payable | (145,106) | 0 |
Gain on litigation expense | (146,092) | 0 |
Gain on settlement of debt | (2,384) | 0 |
Gain on settlement of note receivable | (348,165) | (2,740,820) |
Total other (income) expense | 8,863,290 | (478,952) |
Income (Loss) before income taxes | (12,623,610) | (398,903) |
Provision for income tax | (2,220,675) | (2,041,487) |
Net income (loss) | (14,844,285) | (2,440,390) |
Non-controlling interest | 1,044,656 | 97,211 |
Net income (loss) attributable to CLS Holdings, Inc. | $ (13,799,629) | $ (2,343,179) |
Net income (loss) per share - basic (in Dollars per share) | $ (0.23) | $ (0.08) |
Net income (loss) per share - diluted (in Dollars per share) | $ (0.23) | $ (0.08) |
Weighted average shares outstanding - basic (in Shares) | 60,655,460 | 32,032,244 |
Weighted average shares outstanding - diluted (in Shares) | 60,655,460 | 32,032,244 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Stock Payable [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | Total |
Balance at May. 31, 2021 | $ 3,182 | $ 77,570,934 | $ 65,702 | $ (92,736,638) | $ (15,096,820) | |
Balance (in Shares) at May. 31, 2021 | 31,805,354 | |||||
Common stock issued for conversion of debt | $ 23 | 280,977 | 281,000 | |||
Common stock issued for conversion of debt (in Shares) | 234,167 | |||||
Common stock issued to employee | $ 1 | 4,389 | (4,390) | |||
Common stock issued to employee (in Shares) | 12,500 | |||||
Loss on extinguishment of debt | 0 | |||||
Common stock to be issued to employee | 8,780 | 8,780 | ||||
Fair value of warrants issued with debenture offering | 98,448 | 98,448 | ||||
Net loss | (2,343,179) | $ (97,211) | (2,440,390) | |||
Balance at May. 31, 2022 | $ 3,206 | 77,954,748 | 70,092 | (95,079,817) | (97,211) | (17,148,982) |
Balance (in Shares) at May. 31, 2022 | 32,052,021 | |||||
Common stock issued for conversion of debt | $ 4,047 | 11,528,633 | 11,532,680 | |||
Common stock issued for conversion of debt (in Shares) | 40,465,546 | |||||
Rounding for reverse split (in Shares) | 574 | |||||
Common stock issued to employee | $ 2 | 5,044 | (4,390) | $ 656 | ||
Common stock issued to employee (in Shares) | 25,000 | 12,500 | ||||
Loss on extinguishment of debt | 6,659,359 | $ 6,659,359 | ||||
Fair value of warrants issued with debenture offering | 0 | |||||
Net loss | (13,799,629) | (1,044,656) | (14,844,285) | |||
Balance at May. 31, 2023 | $ 7,255 | $ 96,147,784 | $ 65,702 | $ (108,879,446) | $ (1,141,867) | $ (13,800,572) |
Balance (in Shares) at May. 31, 2023 | 72,543,141 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | 48 Months Ended | |
May 31, 2023 | May 31, 2022 | May 31, 2023 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net income (loss) | $ (14,844,285) | $ (2,440,390) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Loss on equity investment | 178,674 | 112,139 | |
Amortization of debt discounts | 801,535 | 327,509 | |
Gain on settlement of note receivable | (348,165) | (2,740,820) | |
Fair value of shares vested by officers | 656 | 8,780 | |
Impairment of investment | 1,590,742 | 0 | |
Impairment of intangible assets | 866,288 | 0 | |
Loss on extinguishment of debt | 6,659,359 | 0 | |
Gain on settlement of legal fees | (146,092) | 0 | |
Gain on settlement of accounts payable | (145,106) | 0 | |
Gain on debt settlement | (2,384) | 0 | |
Depreciation and amortization expense | 952,133 | 753,740 | |
Bad debt expense | 43,122 | 79,847 | |
Changes in assets and liabilities: | |||
Accounts receivable | 143,901 | 64,361 | |
Prepaid expenses and other current assets | 185,916 | (111,056) | |
Inventory | 404,670 | (2,189,550) | |
Right of use asset | 353,797 | 324,904 | |
Accounts payable and accrued expenses | 650,483 | 709,273 | |
Accrued interest | 534,680 | 235,425 | |
Deferred tax liability | 2,220,675 | 2,041,487 | |
Financing lease liability | 1,407 | (40,895) | $ (2,197,934) |
Operating lease liability | (331,865) | (292,424) | |
Net cash used in operating activities | (229,859) | (3,157,670) | |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Payments to purchase property, plant and equipment | (152,275) | (1,104,806) | |
Investment in Quinn River | (304,145) | (581,714) | |
Cash paid for construction deposit on grow facility | 0 | (62,045) | |
Proceeds from collection of note receivable | 348,165 | 2,740,820 | |
Net cash used in investing activities | (108,255) | 992,255 | |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Proceeds from loan payable | 1,717,115 | 2,322,875 | |
Repayments of loan payable | (2,356,806) | (1,393,966) | |
Proceeds from debenture offering | 0 | 2,500,000 | |
Principal payments on notes payable | 0 | (365,991) | |
Repayments on convertible debt | (500,000) | 0 | |
Principal payments on finance leases | (75,633) | (10,907) | |
Net cash provided by (used in) financing activities | (1,215,324) | 3,052,011 | |
Net increase in cash and cash equivalents | (1,553,438) | 886,596 | |
Cash and cash equivalents at beginning of period | 2,551,859 | 1,665,263 | |
Cash and cash equivalents at end of period | 998,421 | 2,551,859 | $ 998,421 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |||
Interest paid | 1,476,945 | 1,656,774 | |
Income taxes paid | 0 | 0 | |
NONCASH INVESTING AND FINANCING ACTIVITIES: | |||
Common stock issued for conversion of convertible notes payable | 11,532,680 | 281,000 | |
Fair value of shares issued from stock payable | 4,390 | 0 | |
Initial ROU asset and lease liability - operating | 46,745 | 229,412 | |
Original issue discount on notes payable | 0 | 1,875,000 | |
Capitalized interest | 3,283 | 0 | |
Initial ROU asset and lease liability – finance | 12,400 | 400,795 | |
Fair value of warrants issued with debenture offering | $ 0 | $ 98,448 |
BUSINESS ORGANIZATION AND NATUR
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS | 12 Months Ended |
May 31, 2023 | |
Accounting Policies [Abstract] | |
Nature of Operations [Text Block] | NOTE 1 BUSINESS ORGANIZATION AND NATURE OF OPERATIONS CLS Holdings USA, Inc. (the “Company”) was originally incorporated as Adelt Design, Inc. (“Adelt”) on March 31, 2011 to manufacture and market carpet binding art. Production and marketing of carpet binding art never commenced. On November 12, 2014, CLS Labs 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 exchanged shares of the Company’s common stock which 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”). 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. The Company has not commercialized its patented proprietary process or otherwise earned any revenues from it. The Company is currently exploring the sale of the patent since the product the patent produces is currently illegal in the state of Nevada. 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. The Company received final regulatory approval to own its interest in the Oasis LLCs through Alternative Solutions under the revised structure of the transaction on April 26, 2022. 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, LLC (“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 (the “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 had a term of 10 years plus a 10-year renewal term from the date the first cannabis crop produced is harvested and sold. Pursuant to the Quinn River Joint Venture Agreement, Kealii Okamalu leased approximately 5-10 acres of the Tribe’s land located along the Quinn River at a cost of $3,500 per quarter and managed the design, finance and construction of a cannabis cultivation facility on such tribal lands (the “Cultivation Facility”). Kealii Okamalu also managed 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 were branded as “Quinn River Farms.” The Company provided 10,000 square feet of warehouse space at its Las Vegas facility and had preferred vendor status including the right to purchase cannabis flower and the business’s cannabis trim at favorable prices. Kealii Okamalu was required to contribute $6 million towards the construction of the Cultivation Facility and the working capital for the Quinn River Joint Venture. This amount was to be repaid from a portion of the net income 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 was to receive one-third of the net profits of the Quinn River Joint Venture. During the year ended May 31, 2023, the Company evaluated the joint venture with Kealii Okamalu, in light of its partner’s failure to make its required capital contributions. Due to the breach by its partner and the decision, therefore, by the Tribal Council to terminate the Quinn River Joint Venture Agreement, the Company believes it is in its best interest to impair the assets of Kealii Okamalu. This resulted in an impairment charge of $1,590,742 which was charged to operations during the year ended May 31, 2023. 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.S. 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. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
May 31, 2023 | |
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 $108,879,446 as of May 31, 2023. Further losses are anticipated in the development of the Company’s business raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company refinancing certain of its debt, generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with the proceeds from the sale of securities, and/or revenues from operations. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from this uncertainty. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
May 31, 2023 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | NOTE 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States and are expressed in US dollars. The Company has adopted a fiscal year end of May 31st. Principals of Consolidation The accompanying consolidated financial statements include the accounts of CLS Holdings USA, Inc., and its 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”). Alternative Solutions is the sole owner of the following three entities (collectively, the “Oasis LLCs”): Serenity Wellness Center, LLC (“Serenity Wellness Center”); Serenity Wellness Products, LLC (“Serenity Wellness Products”); and Serenity Wellness Growers, LLC (“Serenity Wellness Growers”). All material intercompany transactions have been eliminated upon consolidation of these entities. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. Reclassification Certain reclassifications, not affecting previously reported net income or cash flows, have been made to the previously issued financial statements 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 $998,421 and $2,551,859 as of May 31, 2023 and 2022, 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 believes 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 $43,122 and $79,847 of bad debt expense during the year ended May 31, 2023 and 2022, 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 May 31, 2023, 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.” During the year ended May 31, 2023 and 2022, the Company reported a non-controlling interest in the amount of $1,044,656 and $97,211, respectively, representing 50% of the loss incurred by its partially owned subsidiary Kealii Okamalu. 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 $613,410 and $1,453,727 for the years ended May 31, 2023 and 2022, respectively. Research and Development Research and development expenses are charged to operations as incurred. The Company incurred research and development costs of $809 and $17,361 for the years ended May 31, 2023 and 2022, 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, the product is delivered, and the Company’s performance obligation has been met. 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. Disaggregation of Revenue The following table represents a disaggregation of revenue for the years ended May 31, 2023 and 2022: 2023 2022 Cannabis Dispensary $ 14,822,577 $ 14,869,852 Cannabis Production 8,311,030 7,793,043 $ 23,133,607 $ 22,662,895 Basic and Diluted Earnings or Loss Per Share Basic net earnings per share is based on the weighted average number of shares outstanding during the period, while fully diluted net earnings per share is based on the weighted average number of shares of common stock and potentially dilutive securities assumed to be outstanding during the period using the treasury stock method. Potentially dilutive securities consist of options and warrants to purchase common stock, and convertible debt. Basic and diluted net loss per share are computed based on the weighted average number of shares of common stock outstanding during the period. At May 31, 2023 and 2022, the Company had the following potentially dilutive instruments outstanding: At May 31, 2023, a total of 82,135,826 shares (21,181,449 issuable upon the exercise of warrants, 20,445,756 issuable upon the conversion of convertible notes payable and accrued interest, and 17,500 in stock to be issued). At May 31, 2022, a total of 75,306,426 shares (6,451,339 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 120,000 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 years ended May 31, 2023 and 2022. For the year ended May 31, 2023, 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, shares issuable pursuant to the exercise of stock options and warrants, and 17,500 shares of common stock issuable. 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 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. |
JOINT VENTURE AND OPTIONS TRANS
JOINT VENTURE AND OPTIONS TRANSACTION | 12 Months Ended |
May 31, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments and Joint Ventures Disclosure [Text Block] | NOTE 4 JOINT VENTURE AND OPTIONS TRANSACTION 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 was 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 had 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 leased approximately 5-10 acres of the Tribe’s land located along the Quinn River at a cost of $3,500 per quarter and managed the design, finance and construction of a cannabis cultivation facility on such tribal lands (“the Cultivation Facility”). Kealii Okamalu managed 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 were branded as “Quinn River Farms.” The Company provided 10,000 square feet of warehouse space at its Las Vegas facility and had preferred vendor status including the right to purchase cannabis flower and the business’s cannabis trim at favorable prices. Kealii Okamalu was required to contribute $6 million towards the construction of the Cultivation Facility and the working capital for the Quinn River Joint Venture. This amount was to 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 was to receive one-third of the net profits of the Quinn River Joint Venture after being repaid its initial contribution. 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 year ended May 31, 2022, Kealii Okamalu made cash investments in the aggregate amount of $581,714 in the Quinn River Joint Venture. The Company also purchased $949,939 of fixed assets for use by the Quinn River Joint Venture which are on the balance sheet of Kealii Okamalu. During the year ended May 31, 2022, the Quinn River Joint Venture recorded a loss in the amount of $336,416. One-third of this amount, or $112,139, was charged to the financial statements of Kealii Okamalu and recorded as a loss on equity investment in the Company’s financial statements for the year ended May 31, 2022, reducing the Company’s equity investment in the Quinn River Joint Venture from $581,714 to $469,575 at May 31, 2022. During the year ended May 31, 2023, Kealii Okamalu made cash investments in the aggregate amount of $304,145 in the Quinn River Joint Venture. During the year ended May 31, 2023, the Quinn River Joint Venture recorded a loss in the amount of $536,022. One-third of this amount, or $178,674, was charged to the financial statements of Kealii Okamalu and recorded as a loss on equity investment in the Company’s financial statements for the year ended May 31, 2023. The Company additional cash investments, less the loss on the joint venture for the year ended May 31, 2023 resulted in a net increase in the Company’s equity investment in the Quinn River Joint Venture from $496,575 to $595,046 at May 31, 2023. The Company’s partner in Kealii Okamalu LLC has defaulted on the LLC Operating Agreement and the Quinn River Joint Venture Agreement by failing to make any of its required $3 million capital contribution. As a result of the default by the Company’s partner in Kealii Okamalu LLC, the Tribal Council has formally terminated the Quinn River Joint Venture Agreement. Prior to the termination, the Company removed all of its assets from the tribal land and all of the assets owned by Kealii Okamalu. Although the Company and the Tribal Council have worked over the last few months to explore a new 50/50 partnership with the Tribe, the Company has elected not to continue to pursue an agreement since the economic benefits of doing so are negligible, at best, in the current market. The Company does not believe it is likely to recover its investment in Kealii Okamalu and has recorded an impairment charge in the amount of $1,590,742 against the following assets during the year ended May 31, 2023: Deposits and prepaid expenses $ 33,000 Fixed assets 756,808 Right of use assets 205,888 Equity investment in Quinn River 595,046 Total impairment $ 1,590,742 Following the impairment charge the net book value of the Company’s investment in Kealii Okamalu and the Quinn River Joint Venture at May 31, 2023 is $0. |
ACCOUNTS RECEIVABLE
ACCOUNTS RECEIVABLE | 12 Months Ended |
May 31, 2023 | |
Receivables [Abstract] | |
Loans, Notes, Trade and Other Receivables Disclosure [Text Block] | NOTE 5 ACCOUNTS RECEIVABLE Accounts receivable was $431,204 and $618,227 at May 31, 2023 and 2022, respectively. The Company had bad debt expense of $43,122 and $79,847 during the year ended May 31, 2023 and 2022. No allowance for doubtful accounts was necessary during the years ended May 31, 2023 and 2022. |
INVENTORY
INVENTORY | 12 Months Ended |
May 31, 2023 | |
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: May 31, May 31, 2023 2022 Raw materials $ 399,728 $ 297,563 Finished goods 2,613,204 3,120,039 Total $ 3,012,932 $ 3,417,602 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. |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 12 Months Ended |
May 31, 2023 | |
Disclosure Text Block Supplement [Abstract] | |
Other Assets Disclosure [Text Block] | NOTE 7 PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets consisted of the following at May 31, 2023 and 2022: May 31, May 31, 2023 2022 Deposits $ - 2,016 Prepaid expenses 147,953 293,853 Employee receivable 1,000 - Total $ 148,953 $ 295,869 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. |
NOTES RECEIVABLE
NOTES RECEIVABLE | 12 Months Ended |
May 31, 2023 | |
Disclosure Text Block Supplement [Abstract] | |
Other Current Assets [Text Block] | NOTE 8 NOTES RECEIVABLE IGH Note Receivable On October 31, 2018, in connection with an option to purchase transaction (see note 4 for details), the Company loaned $5,000,000 pursuant to the IGH Note to IGH. 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. 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 paid 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 was paid in 12 equal monthly installments beginning on August 12, 2021, pursuant to the terms of the promissory note. During the year ended May 31, 2022, the Company received $2,740,820 under the IGH Settlement Note, which included $2,666,670 in principal and $74,150 in accrued interest. During the year ended May 31, 2023, the Company received $348,165 under the IGH Settlement Note, which included $333,333 in principal and $14,832 in accrued interest. As of May 31, 2023, the IGH Settlement Note had been repaid in full. The Company records amounts paid under the IGH Settlement Note as gains when payments are received. |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 12 Months Ended |
May 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | NOTE 9 PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment consisted of the following at May 31, 2023 and 2022: May 31, May 31, 2023 2022 Office equipment $ 148,243 $ 132,859 Furniture & fixtures 148,358 148,358 Machinery & equipment 2,392,458 2,447,715 Leasehold improvements 2,911,164 3,686,951 Less: accumulated depreciation (2,687,146 ) (2,073,449 ) Property and equipment, net $ 2,913,077 $ 4,342,434 The Company made payments in the amounts of $152,275 and $1,104,806 for property and equipment during the years ended May 31, 2023 and 2022, respectively. Depreciation expense totaled $837,224 and $638,835 for the years ended May 31, 2023 and 2022, respectively. During the year ended May 31, 2023, the Company recorded an impairment of the assets of Kealii Okamalu in the amount of $756,808. See note 4. |
RIGHT OF USE ASSETS AND LIABILI
RIGHT OF USE ASSETS AND LIABILITIES - OPERATING LEASES | 12 Months Ended |
May 31, 2023 | |
Disclosure Text Block [Abstract] | |
Lessee, Operating Leases [Text Block] | NOTE 10 RIGHT OF 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 years ended May 31, 2023 and 2022 was entirely comprised of operating leases and amounted to $331,875 and $515,457, respectively. The Company’s right of use (“ROU”) asset amortization for the years ended May 31, 2023 and 2022 was $353,797 and $324,904, respectively. The difference between the lease expense and the associated ROU asset amortization consists of interest. The Company has recorded total right of use assets of $4,159,621 and liabilities in the amount of $4,116,221 through May 31, 2023, 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 May 17, 2022, pursuant to the Quinn River Joint Venture Agreement (see note 4), the Company, through CLS Nevada, Inc., entered into an agreement (the “Quinn River Lease”) to use approximately 20 acres of land for purposes of building and operating a facility to grow cannabis. The lease has a term of 9 years, with two-year renewal options. Rent is $3,500 per quarter. The initial amount of the right to use asset and operating lease liability under the Quinn River Lease was $221,469. During the year ended May 31, 2023, the Company recorded an impairment of the right of use asset under the Quinn River Lease in the amount of $205,888. See note 4. Right to use assets – operating leases are summarized below: May 31, 2023 Amount at inception of leases $ 4,159,621 Amount amortized (2,312,156 ) Impairment of Quinn River Lease (205,888 ) Balance – May 31, 2023 $ 1,641,577 Warehouse and offices $ 1,635,285 Office equipment 6,292 Balance – May 31, 2023 $ 1,641,577 Operating lease liabilities are summarized below: Amount at inception of leases $ 4,116,221 Amount amortized (2,197,934 ) Balance – May 31, 2023 $ 1,918,287 Lease liability $ 1,918,287 Less: current portion (374,004 ) Lease liability, non-current $ 1,544,283 Maturity analysis under these lease agreements is as follows: Twelve months ended May 31, 2024 $ 528,100 Twelve months ended May 31, 2025 520,281 Twelve months ended May 31, 2026 451,671 Twelve months ended May 31, 2027 227,053 Twelve months ended May 31, 2028 232,001 Thereafter 509,752 Total $ 2,468,858 Less: Present value discount (550,571 ) Lease liability $ 1,918,287 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
May 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets Disclosure [Text Block] | NOTE 11 INTANGIBLE ASSETS Intangible assets consisted of the following at May 31, 2023 and 2022: May 31, 2023 Accumulated Gross Amortization Impairment Net Intellectual Property $ 319,600 $ (157,137 ) $ (162,463 ) $ - License & Customer Relations 990,000 (243,375 ) (663,667 ) 82,958 Tradenames - Trademarks 301,000 (147,992 ) (40,158 ) 112,850 Non-compete Agreements 27,000 (27,000 ) - - Domain Names 25,993 (12,713 ) - 13,280 Total $ 1,663,593 $ (588,217 ) $ (866,288 ) $ 209,088 May 31, 2022 Accumulated Gross Amortization Impairment Net Intellectual Property $ 319,600 $ (125,177 ) $ - $ 194,423 License & Customer Relations 990,000 (193,875 ) - 796,125 Tradenames - Trademarks 301,000 (117,892 ) - 183,108 Non-compete Agreements 27,000 (27,000 ) - - Domain Names 25,993 (9,364 ) - 16,629 Total $ 1,663,593 $ (473,308 ) $ - $ 1,190,285 Total amortization expense charged to operations for the years ended May 31, 2023 and 2022 was $114,909 and $114,905, respectively. During the year ended May 31, 2023, the Company recorded an impairment charge in the amount of $866,288 in connection with intangible assets acquired in the Company’s purchase of the membership interests of Alternative Solutions on June 27, 2018. Amount to be amortized during the twelve months ended May 31, 2024 $ 31,036 2025 31,036 2026 31,036 2027 30,972 2028 27,700 Thereafter 57,308 $ 209,088 |
GOODWILL
GOODWILL | 12 Months Ended |
May 31, 2023 | |
Disclosure Text Block Supplement [Abstract] | |
Goodwill Disclosure [Text Block] | NOTE 12 GOODWILL Goodwill in the amount of $557,896 is carried on the Company’s balance sheet at May 31, 2023 and 2022 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, 2022 and 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 at May 31, 2023 and 2022. As a result, no impairment was recorded. At May 31, 2023 and 2022, the net amount of goodwill on the Company’s balance sheet was $557,896. |
OTHER ASSETS
OTHER ASSETS | 12 Months Ended |
May 31, 2023 | |
Other Noncurrent Assets Disclosure Abstract | |
Other Non-current Assets Disclosure [Text Block] | NOTE 13 OTHER ASSETS Other assets included the following as of May 31, 2023 and May 31, 2022: May 31, May 31, 2023 2022 Security deposits 157,500 229,500 $ 157,500 $ 229,500 During the year ended May 31, 2023, the Company recorded an impairment charge in the amount of $30,000 in connection with a construction deposit held by our 50% owned subsidiary Kealii Okamalu. See note 4. |
ACCOUNTS PAYABLE AND ACCRUED LI
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 12 Months Ended |
May 31, 2023 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | NOTE 14 ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Accounts payable and accrued liabilities consisted of the following at May 31, 2023 and 2022: May 31, 2023 May 31, 2022 Trade accounts payable $ 1,793,585 $ 1,414,074 Accrued payroll and payroll taxes 311,505 323,254 Accrued liabilities 623,482 580,570 Total $ 2,728,572 $ 2,317,898 During the year ended May 31, 2023, the Company entered into settlement agreements with three vendors to settle $231,261 in outstanding accounts payable. The Company agreed to pay $137,544 to the three vendors, which resulted in a gain on the settlement of accounts payable in the amount of $93,717 for the year ended May 31, 2023. F-17 During the year ended May 31, 2023, the Company entered into a settlement agreement for the legal fees that were in dispute in the amount of $248,031. The Company entered into a settlement agreement where the Company will pay $100,000, in six monthly installments of $16,666 beginning on June 1, 2023. This resulted in a gain on the settlement of legal fees in the amount of $149,092 for the year ended May 31, 2023. During the year ended May 31, 2023, the Company had made on payment on this settlement agreement in the amount of $16,666; the remaining balance due at May 31, 2023 was $83,334. |
LOANS PAYABLE
LOANS PAYABLE | 12 Months Ended |
May 31, 2023 | |
Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract] | |
Other Liabilities Disclosure [Text Block] | NOTE 15 LOANS PAYABLE Leaflink Financing Agreement The Company is a party to an accounts receivable financing agreement with a lender (the “Short Term Financing Agreement”) for two of its subsidiaries. During the year ended May 31, 2023, the Company received cash proceeds in the amount of $650,115 from additional loans under the Short-Term Financing Agreement, made payments in the amount of $1,738,748, and incurred fees in the amount of $126,948. On April 26, 2023, the Company entered into a settlement agreement with the lender, at the time of the settlement agreement the Company owed $94,175, which included principal, interest and fees associated with the loans. Pursuant to the terms of the settlement agreement, the Company would make a final payment of $42,786, which resulted in a gain on the settlement of $51,389. At May 31, 2023 and 2022, the balance due under the Short Term Financing Agreement was $0 and $1,013,073, respectively. 2022 Financing Agreement CBR Effective September 30, 2022, we entered into a Business Loan and Security Agreement with CBR Capital LLC to borrow $900,000. The loan is repayable in 48 weekly installments in the amount of $13,312.50 for weeks 1-8 and $29,287.50 for weeks 9-48. CBR Capital LLC has stated that it is aware of the Canaccord Debentures and the U.S. Convertible Debentures and will agree to subordinate the CBR security interest to these debenture holders. During the year ended May 31, 2023, the Company received cash proceeds in the amount of $873,000 from the loan agreement. During the year ended May 31, 2023, the Company made payments in the amount of $838,688. Of these payments $506,014 was principal and $332,674 was interest for the year ended May 31, 2023. At the inception of the loan, the Company recorded a discount in the amount of $27,000 related to prepaid fees. During the year ended May 31, 2023, the Company amortized $18,563 of these fees to interest expense, the balance of the discount remaining at May 31, 2023 is $8,438. At May 31, 2023, and May 31, 2022, the balance due under the CBR Agreement was $385,550 and $0 net of discount, respectively. 2022 Financing Agreement TVT Effective October 21, 2022, we entered into a Purchase and Sale of Future Receipts Agreement with TVT Business Funding LLC to borrow $200,000. The loan is repayable in 48 weekly installments in the amount of $5,916.67. During the year ended May 31, 2023, the Company received cash proceeds in the amount of $194,000 from the loan agreement. During the year ended May 31, 2023, the Company made payments in the amount of $183,417. Of these payments $112,045 was principal and $71,372 was interest for the year ended May 31, 2023. At the inception of the loan, the Company recorded a discount in the amount of $6,000 related to prepaid fees. During the year ended May 31, 2023, the Company amortized $3,875 of these fees to interest expense, the balance of the discount remaining at May 31, 2023 is $2,125. At May 31, 2023 and 2022, the balance due under the TVT Agreement was $85,830 and $0, net of discount, respectively. |
NOTES PAYABLE AND CONVERTIBLE N
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE | 12 Months Ended |
May 31, 2023 | |
Debt Disclosure [Abstract] | |
Short-Term Debt [Text Block] | NOTE 16 NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE Convertible Notes Payable May 31, 2023 May 31, 2022 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 $3.20 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 $4.40. 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 years ended May 31, 2023 and 2022, the Company accrued interest in the amounts of $207,205 and $360,357 on the U.S. Convertible Debenture 1, respectively. During the years ended May 31, 2023 and 2022, the Company made interest payments in the amounts of $90,089 and $360,357, 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 $1.20 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 the amendment. On September 15, 2022, the U.S. Convertible Debenture 1 was further amended as follows: (i) the conversion price of debentures with a principal amount of $2,702,674 was reduced to $0.285 per unit, and these debentures along with accrued interest in the amount of $45,044 were converted to 9,641,118 shares of common stock and warrants to purchase 4,820,560 shares of common stock; (ii) the conversion price of the remaining debentures with a principal amount of $1,801,783 was reduced to $0.40 per share; (iii) the maturity date of 50% of the remaining debentures with a principal amount of $900,891.50 was extended to December 31, 2023, and the maturity date of 50% of the remaining debentures with a principal amount of $900,891.50 was extended to December 31, 2024; and (iv) the conversion price of the warrants issuable upon conversion of the debentures was reduced to $0.40. The value of the warrants will be determined when the issuance becomes probable, which the Company believes is unlikely to occur until the conversion price of the debentures is below the market price of the Company’s common stock. This amendment was accounted for as an extinguishment of debt, and a loss in the amount of $1,689,368 was recorded on this transaction. The fair values of the warrants and conversion options included in the calculation of the loss on extinguishment of debt were $894,090 and $795,278, respectively. $ 1,801,783 $ 4,504,457 May 31, 2023 May 31, 2022 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 $3.20 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 $4.40. 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 years ended May 31, 2023 and 2022, the Company accrued interest in the amounts of $51,801 and $90,089 on the U.S. Convertible Debenture 2, respectively. During the years ended May 31, 2023 and 2022, the Company made interest payments in the amounts of $22,522 and $90,089, 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 $1.20 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. On September 15, 2022, the U.S. Convertible Debenture 2 was further amended as follows: (i) the conversion price of debentures with a principal amount of $675,668 was reduced to $0.285 per unit, and these debentures along with accrued interest in the amount of $11,261 were converted to 2,410,279 shares of common stock and warrants to purchase 1,205,140 shares of common stock; (ii) the conversion price of the remaining debentures with a principal amount of $450,446 was reduced to $0.40 per share; (iii) the maturity date of 50% of the remaining debentures with a principal amount of $225,223 was extended to December 31, 2023, and the maturity date of 50% of the remaining debentures with a principal amount of $225,223 was extended to December 31, 2024; and (iv) the conversion price of the warrants issuable upon conversion of the debentures was reduced to $0.40. The value of the warrants will be determined when the issuance becomes probable, which the Company believes is unlikely to occur until the conversion price of the debentures is below the market price of the Company’s common stock. This amendment was accounted for as an extinguishment of debt, and a loss in the amount of $422,331 was recorded on this transaction. The fair values of the warrants and conversion options included in the calculation of the loss on extinguishment of debt were $223,515 and $198,816, respectively. 450,446 1,126,114 May 31, 2023 May 31, 2022 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 $3.20 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 $4.40. 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 years ended May 31, 2023 and 2022, the Company accrued interest in the amounts of $41,900 and $47,928 on the U.S. Convertible Debenture 4, respectively. During the years ended May 31, 2023 and 2022, the Company made interest payments in The amounts of $23,964 and $47,928, 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 $1.20 per unit; and (ii) the maturity date was extended from October 25, 2021 to October 25, 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. On October 25, 2022, the Company received a notice of demand from the lender, placing the U.S. Convertible Debt 4 into default status. On November 1, 2022, the Company entered into a forbearance agreement with the lender (the “Forbearance Agreement”) with the following terms: (i) the Company will pay the lender the amount of $150,000 on November 2, 2022, and an additional $50,000 each month for the following nine months, or a total of $600,000; (ii) the default interest rate of 12% will be applied on the existing principal balances until paid in full; (iii) lender shall forbear from taking any further action based upon the existing default. As a result of this agreement, the Company capitalized $3,283 of accrued interest. During the year ended May 31, 2023, the Company made payments in the aggregate amount of $500,000, pursuant to Forbearance Agreement. The Company recognized a gain in the amount of $2,384 on this transaction during the year ended May 31, 2023. 100,000 599,101 May 31, 2023 May 31, 2022 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 $3.20 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 $4.40. 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 8,081 shares of the Company’s common stock, and warrants to purchase 4,040 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 years months ended May 31, 2023 and 2022, the Company accrued interest in the amounts of $606,166 and $1,058,531 on the Canaccord Debentures, respectively. During the years ended May 31, 2023 and 2022, the Company made interest payments in the amounts of $264,383 and $1,057,532, respectively. On March 31, 2021, the Canaccord Debentures were amended as follows: (i) the conversion price of the debentures was reduced to $1.20 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 $4.80 per share to $2.40 per share for the preceding ten consecutive trading days; and (iv) the exercise price of the warrants issuable upon conversion was reduced from $4.40 to $1.60 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 year ended May 31, 2022, principal In the aggregate amount of $281,000 was converted into an aggregate of 234,167 shares of the Company’s common stock, and warrants to purchase 117,084 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. On September 15, 2022, the Canaccord Debentures were further amended as follows: (i) the conversion price of debentures with a principal amount of $7,965,278 was reduced to $0.285 per unit, and these debentures along with accrued interest in the amount of $132,755 were converted to 28,414,149 shares of common stock and warrants to purchase 14,207,075 shares of common stock; (ii) the conversion price of the remaining debentures with a principal amount of $52,53,873 was reduced to $0.40 per share; (iii) the maturity date of 50% of the remaining debentures with a principal amount of $2,626,936.50 was extended to December 31, 2023, and the maturity date of 50% of the remaining debentures with a principal amount of $2,626,936.50 was extended to December 31, 2024; and (iv) the conversion price of the warrants issuable upon conversion of the debentures was reduced to $0.40. The value of the warrants will be determined when the issuance becomes probable, which the Company believes is unlikely to occur until the conversion price of the debentures is below the market price of the Company’s common stock. This amendment was accounted for as an extinguishment of debt, and a loss in the amount of $4,547,660 was recorded on this transaction. The fair values of the warrants and conversion options included in the calculation of the loss on extinguishment of debt were $2,623,852 and $1,923,808, respectively. 5,253,873 13,219,149 Convertible Notes Payable $ 7,606,102 $ 19,448,821 May 31, 2023 May 31, 2022 Total – Convertible Notes Payable, Net of Discounts, Current Portion $ 3,853,051 $ 19,448,821 Total – Convertible Notes Payable, Net of Discounts, Long-term Portion $ 3,753,051 $ - May 31, 2023 May 31, 2022 Discounts on notes payable amortized to interest expense – years ended May 31, 2023 and 2022, respectively $ - $ 35,496 |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
May 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | NOTE 17 NOTES PAYABLE May 31, 2023 May 31, 2022 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 75,758 shares of common stock at an exercise price of $1.65 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 Debenture 1. During the years ended May 31, 2023 and 2022, $6,667 and $3,334 of this discount was charged to operations, respectively. The Company recorded an original issue discount in the amount of $187,500 on Debenture 1. During the years ended May 31, 2023 and 2022, $72,581 and $36,290 of this original issue discount was charged to operations, respectively. During the years ended May 31, 2023 and 2022, the Company accrued interest in the amounts of $37,500 and $18,750 on Debenture 1, respectively. During they years ended May 31, 2023 and 2022, the Company made interest payments in the amounts of $50,000 and $0, respectively. On May 31, 2023, the Debenture 1 was amended as follows: (1) the maturity date was extended to October 31, 2024; (2) the first payment of principal and interest on June 30, 2023, followed by quarterly payment of principal and interest on September 30, 2023, beginning October 31, 2023, the Company is required to pay the note holder principal and interest monthly through the maturity date. $ 250,000 $ 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 75,758 shares of common stock at an exercise price of $1.65 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 Debenture 2. During the years ended May 31, 2023 and 2022, $4,037 and $1,682 of this discount was charged to operations, respectively. The Company recorded an original issue discount in the amount of $187,500 on Debenture 2. During the years ended May 31, 2023, $72,581 and $30,242 of this original issue discount was charged to operations, respectively. During the years ended May 31, 2023 and 2022, the Company accrued interest in the amounts of $37,500 and $16,563 on Debenture 2, respectively. During the years ended May 31, 2023 and 2022, the Company made interest payments in the amounts of $47,917 and $0, respectively. On May 31, 2023, the Debenture 2 was amended as follows: (1) the first payment of principal and interest on June 30, 2023, followed by quarterly payment of principal and interest on September 30, 2023, beginning October 31, 2023, the Company is required to pay the note holder principal and Interest monthly through the maturity date. 250,000 250,000 May 31, 2023 May 31, 2022 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 3 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 151,516 shares of common stock at an exercise price of $1.65 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 Debenture 3. During the years ended May 31, 2023 and 2022, $7,485 and $3,118 of this discount was charged to operations, respectively. The Company recorded an original issue discount in the amount of $375,000 on Debenture 3. During the years ended May 31, 2023 and 2022, $145,161 and $60,484 of this original issue discount was charged to operations, respectively. During the years ended May 31, 2023 and 2022, the Company accrued interest in the amounts of $75,000 and $33,125 on Debenture 3, respectively. During the years ended May 31, 2023 and 2022, the Company made interest payments in the amounts of $95,625 and $0, respectively. On May 31, 2023, the Debenture 3 was amended as follows: (1) the maturity date was extended to October 31, 2024; (2) the first payment of principal and interest on June 30, 2023, followed by quarterly payment of principal and interest on September 30, 2023, beginning October 31, 2023, the Company is required to pay the note holder principal and interest monthly through the maturity date. 500,000 500,000 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 151,516 shares of common stock at an exercise price of $1.65 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 Debenture 4. During the years ended May 31, 2023 and 2022, $6,862 and $2,287 of this discount was charged to operations, respectively. The Company recorded an original issue discount in the amount of $375,000 on Debenture 4. During the years ended May 31, 2023 and 2022, $150,000 and $50,000 of this original issue discount was charged to operations, respectively. During the years ended May 31, 2023 and 2022, the Company accrued interest in the amounts of $75,000 and $30,417 on Debenture 4, respectively. During the years ended May 31, 2023 and 2022, the Company made interest payments in the amounts of $92,917 and $0, respectively. On May 31, 2023, the Debenture 4 was amended as follows: (1) the maturity date was extended to October 31, 2024; (2) the first payment of principal and interest on June 30, 2023, followed by quarterly payment of principal and interest on September 30, 2023, beginning October 31, 2023, the Company is required to pay the note holder principal and interest monthly through the maturity date. 500,000 500,000 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 151,516 shares of common stock at an exercise price of $1.65 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 Debenture 5. During the years ended May 31, 2023 and 2022, $6,862 and $2,287 of this discount was charged to operations, respectively. The Company recorded an original issue discount in the amount of $375,000 on Debenture 5. During the years ended May 31, 2023 and 2022, $150,000 and $50,000 of this original issue discount was charged to operations, respectively. During the years ended May 31, 2023 and 2022, the Company accrued interest in the amounts of $75,000 and $30,417 on Debenture 5, respectively. During the years ended May 31, 2023 and 2022, the Company made interest payments in the amounts of $92,917 and $0, respectively. On May 31, 2023, the Debenture 5 was amended as follows: (1) the maturity date was extended to October 31, 2024; (2) the first payment of principal and interest on June 30, 2023, followed by quarterly payment of principal and interest on September 30, 2023, beginning October 31, 2023, the Company is required to pay the note holder principal and interest monthly through the maturity date. 500,000 500,000 May 31, 2023 May 31, 2022 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 151,516 shares of common stock at an exercise price of $1.65 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 Debenture 6. During the years ended May 31, 2023 and 2022, $6,862 and $2,287 of this discount was charged to operations, respectively. The Company recorded an original issue discount in the amount of $375,000 on Debenture 6. During the years ended May 31, 2023 and 2022, $150,000 and $50,000 of this original issue discount was charged to operations, respectively. During the years ended May 31, 2023 and 2022, the Company accrued interest in the amounts of $75,000 and $30,417 on Debenture 6, respectively. During the years ended May 31, 2023 and 2022, the Company made interest payments in the amounts of $92,917 and $0, respectively. On May 31, 2023, the Debenture 6 was amended as follows: (1) the maturity date was extended to October 31, 2024; (2) the first payment of principal and interest on June 30, 2023, followed by quarterly payment of principal and interest on September 30, 2023, beginning October 31, 2023, the Company is required to pay the note holder principal and interest monthly through the maturity date. 500,000 500,000 Total 2,500,000 2,500,000 Original Issue Discount 1,875,000 1,875,000 Notes Payable, Gross 4,375,000 4,375,000 Less: Discount due to warrants (902,339 ) (1,681,434 ) Notes Payable, Net of Discount 3,472,661 2,693,566 May 31, 2023 May 31, 2022 Total – Notes Payable, Net of Discounts, Current Portion $ 1,439,584 $ - Total – Convertible Notes Payable, Net of Discounts $ 2,033,077 $ 2,693,566 May 31, 2023 May 31, 2022 Discounts on notes payable amortized to interest expense – years ended May 31, 2023 and 2022, respectively $ 779,096 $ 277,017 Aggregate maturities of notes payable and convertible notes payable as of May 31, 2023 are as follows: For the twelve months ended May 31, 2024 $ 5,292,635 2025 4,813,467 2026 375,000 2027 375,000 2028 375,000 Thereafter 750,000 Total $ 11,981,102 |
LEASE LIABILITIES - FINANCING L
LEASE LIABILITIES - FINANCING LEASES | 12 Months Ended |
May 31, 2023 | |
Disclosure Text Block [Abstract] | |
Lessee, Finance Leases [Text Block] | NOTE 18 LEASE LIABILITIES FINANCING LEASES May 31, 2023 May 31, 2022 Financing lease obligation under a lease agreement for extraction equipment dated March 14, 2022 in the original amount of $359,900 payable in forty-eight monthly installments of $10,173 including interest at the rate of 15.89%. During the year ended May 31, 2023, the Company made principal and interest payments on this lease obligation in the amounts of $71,813 and $50,263, respectively. During the year ended May 31, 2022, the Company made principal and interest payments on this lease obligation in the amounts of $10,907 and $9,439, respectively. $ 277,180 $ 348,993 Financing lease obligation under an agreement for equipment dated June 20, 2022 in the original amount of $12,400 payable in forty-eight monthly installments of $350 including interest at a rate of $15.78%. During the year ended May 31, 2023, the Company made principal and interest payments on this lease obligation in the amounts of $639 and $411, respectively. $ 9,987 - Total $ 287,167 $ 348,993 Current portion $ 86,887 $ 71,813 Long-term maturities 200,280 277,180 Total $ 287,167 $ 348,993 Aggregate maturities of lease liabilities – financing leases as of May 31, 2023 are as follows: For the period ended May 31, 2024 $ 86,887 2025 101,707 2026 98,573 2027 - 2028 - Thereafter - Total $ 287,167 |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
May 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Equity [Text Block] | NOTE 19 STOCKHOLDERS EQUITY The Company’s authorized capital stock consists of 187,500,000 shares of common stock, par value $0.0001, at May 31, 2023 and 2022, and 5,000,000 shares of preferred stock, par value $0.001 per share. The Company had 72,543,141 and 32,052,021 shares of common stock issued and outstanding as of May 31, 2023 and 2022, respectively. On September 15, 2022, the Company effected a reverse stock split of its issued and outstanding common stock (“the “Reverse Split”) at a ratio of 1-for-4, whereby four shares of the Company’s common stock issued and outstanding were exchanged for one share. The number of shares of common stock issued and outstanding immediately before the Reverse Split was 290,070,272; the number of shares outstanding immediately after the reverse split was 72,517,570, a decrease of 217,552,702 shares. All share and per-share information in these financial statements have been adjusted to reflect the effects of the Reverse Split. As a result of the split, an additional 574 shares were issued due to rounding. The authorized Common Stock was also reduced as a result of the Reverse Split from 750,000,000 shares to 187,500,000 shares, and the authorized preferred stock was reduced from 20,000,000 shares to 5,000,000 shares. Year ended May 31, 2023: Common Stock and Warrants Issued upon Conversion of Notes Payable: On September 15, 2022, the Company issued 28,414,149 shares and three-year warrants to acquire 14,207,075 shares of common stock at a price of $0.40 per share as a result of the mandatory conversion provided in the amendments to the Canaccord Debentures. The conversion was for the total amount of $8,098,033, of which $7,965,278 was principal and $132,755 was accrued interest. (See note 16 for details). A loss in the amount of $4,547,660 was recorded in connection with the extinguishment of the Canaccord Debentures. The fair values of the warrants and conversion options included in the calculation of the loss on extinguishment of the Canaccord Debentures were $2,623,852 and $1,923,808, respectively. No gain or loss was recorded on the issuance of the shares because the conversion was made pursuant to the terms of the Restructured Canaccord Debenture Agreement. On September 15, 2022, the Company issued 12,051,397 shares and three-year warrants to acquire 6,025,700 shares of common stock at a price of $0.40 per share as a result of the mandatory conversion provided in the amendments to the U.S. Convertible Debenture holders. The conversion was for the total amount of $3,434,647, of which $3,378,342 was principal and $56,305 was accrued interest. (See note 16 for details). A loss in the amount of $2,111,699 was recorded in connection with the extinguishment of the U.S. Convertible Debentures 1 and 2. The fair values of the warrants and conversion options included in the calculation of the loss on extinguishment of the U.S Convertible Debentures 1 and 2 were $1,117,606 and $994,093, respectively. No gain or loss was recorded on the issuance of the shares because the conversion was made pursuant to the terms of the Restructured U.S. Convertible Debentures 1 and 2 Agreements. During the year ended May 31, 2023, the Company issued 12,500 shares with a fair value of $4,390 to an officer that were previously subscribed. During the year ended May 31, 2023, the Company granted 12,500 to an officer; the fair value of these shares in the amount of $656 was charged to operations. Other Warrant Transactions On September 15, 2022, the Company amended $18,846,721 in outstanding debentures to reduce the conversion price of the debentures from $1.20 per unit to $0.40 per unit, increasing the warrants issuable upon conversion of such debentures from 3,400,652 to 6,801,298. As amended, each warrant issuable pursuant to the conversion of such debentures is exercisable for one share of the Company’s common stock at a price of $0.40 per share. The amendments to the Canaccord Debentures and the U.S. Convertible Debenture were accounted for pursuant to Statement of Financial Accounting Standard ASC 820-10-35-37, Fair Value of Financial Instruments (“FAS 820”) and Statement of Financial Accounting Standards 815, Accounting for Derivative Instruments and Hedging Activities (“FAS 815”). The fair values of the warrants and conversion options were determined using a lattice model based on probability-weighted scenarios and future projections. The following assumptions were used in valuing the Canaccord Debentures and the U.S. Convertible Debentures: Valuation Date Volatility Risk-Free Rate High-Yield Cash Rate (less RFR) Stock Price Term Remaining (Years) Canaccord Debentures – Pre-Mod 9/15/2022 164.5 % 3.54 % 11.03 % $ 0.28 0.24 Canaccord Debentures – Post-Mod 9/15/2022 125.2 % 3.57 % 11.03 % $ 0.28 2.29 U.S. Capital Debenture – Pre-Mod 9/15/2022 143.8 % 3.54 % 11.03 % $ 0.28 0.13 U.S. Capital Debentures – Post-Mod 9/15/2022 125.2 % 3.57 % 11.03 % $ 0.28 2.29 Year ended May 31, 2022: Common Stock and Warrants Issued upon Conversion of Notes Payable: On June 17, 2021, the Company issued 234,167 shares of common stock and three On February 4, 2022, the Company granted 12,500 shares of common stock to an employee effective February 14, 2022. The Company charged the value of these shares, which was $4,390, to common stock subscribed. Effective February 14, 2022, the Company granted an additional 12,500 shares of restricted common stock to the same officer, which vest on December 31, 2022 if the officer remains employed by the Company and charged the value of these shares, which was also $4,390, to common stock subscribed. During the year ended May 31, 2022, the Company issued 12,500 of these shares to the officer at the same value of $4,390. The remining 12,500 shares had not been issued as of May 31, 2022. 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 $3.20 per unit to $1.20 per unit, increasing the warrants issuable upon conversion of the Canaccord Debentures from 2,102,100 to 5,629,094. 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 $1.60 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 $3.20 per unit to $1.20 per unit, increasing the warrants issuable upon conversion of such debentures from 973,387 to 2,595,697. 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 $1.65 per share) until July 14, 2024. From December 1, 2021, through January 4, 2022, the Company issued $2,500,000 in debentures and issued 757,576 warrants in connection with these debentures. Each warrant allows the holder to purchase one share of the Company’s common stock at an exercise price of $1.65 per share for three years after its date of issuance. The following table summarizes the significant terms of warrants outstanding at May 31, 2023. 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 $ 0.40 20,232,775 2.30 $ 0.40 20,232,775 $ 0.40 1.60 191,094 2.30 1.60 191,094 1.60 1.65 757,580 1.58 1.65 757,580 1.65 21,181,449 2.27 $ 0.46 21,181,449 $ 0.46 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, 2021 13,499,411 $ 2.12 Granted 874,666 $ 1.65 Exercised - $ - Cancelled / Expired (12,644,153 ) $ 2.09 Warrants outstanding at May 31, 2022 1,729,924 $ 1.98 Granted 20,232,775 $ 0.40 Exercised - $ - Cancelled / Expired (781,250 ) $ 0.60 Warrants outstanding at May 31, 2023 21,181,449 $ 0.46 Unit Warrants In February and March 2018, in connection with the Westpark offering, the Company issued five-year warrants to purchase 51,310 of the Company’s units at an exercise price of $5.00 per unit. Each unit consists of four shares of common stock and one warrant to purchase a share of common stock for $3.00. These warrants expired in March of 2023. 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 | 12 Months Ended |
May 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | NOTE 20 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. The Company does not have any financial instruments that fall into any of these three categories. The following summarizes the Company’s financial liabilities that are recorded at fair value on a recurring basis at May 31, 2023 and 2022: May 31, 2023 Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities $ - $ - $ - $ - May 31, 2022 Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities $ - $ - $ - $ - |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
May 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | NOTE 21 RELATED PARTY TRANSACTIONS As of May 31, 2023 and 2022, 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. On August 17, 2022, the Company granted 12,500 shares of restricted common stock to Charlene Soco, an officer of the Company, effective February 4, 2022. The shares were fully vested, and the restrictions removed, on December 31, 2022. On May 31, 2023, the Company granted 12,500 shares of restricted stock to Jamie Dickson, an officer of the Company. These shares are fully vested. During the three-year ended May 31, 2023, the Company made payments of $12,000 to each of its three directors for their participation on the Board, for a total of $36,000. As of May, 2019 the Company entered into a monthly retainer arrangement with a company called The Workshop LLC located in Miami Florida. The Workshop LLC provided services related to marketing and advertising for the Company and its subsidiaries, including design work for marketing materials. The Workshop LLC is owned by Jordan Binder, the son of the former CEO of the Company, Jeff Binder. Jeff Binder resigned as CEO effective August 23, 2022 after serving seven years in that position. As of December 31, 2022 the retainer agreement between The Workshop LLC and the Company was ended. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
May 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | NOTE 22 INCOME TAXES The Company accounts for income taxes under FASB ASC 740-10, which provides for an asset and liability approach of accounting for income taxes. Under this approach, deferred tax assets and liabilities are recognized based on anticipated future tax consequences, using currently enacted tax laws, attributed to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts calculated for income tax purposes. The components of the income tax provision include: Year Ended May 31, 2023 2022 Revenue $ 23,133,607 $ 22,662,895 Directly attributable costs (12,558,964 ) (12,941,530 ) Deferred 10,574,643 9,721,365 Tax rate 21 % 21 % Tax expense $ 2,220,675 $ 2,041,487 Note: Change in uncertain tax position with all tax expense recorded in current year due to change in estimate. No prior year net operating loss was considered. The tax effects of the temporary differences that give rise to the Company’s estimated deferred tax assets and liabilities are as follows: Year Ended May 31, 2023 2022 Federal and state statutory tax 21 % 21 % Net operating loss carryforward $ 3,347,183 $ 2,563,035 Valuation allowance for deferred tax assets (3,347,183 ) (2,563,035 ) Deferred tax assets $ - $ - The total net operating loss carryforward at May 31, 2023 and 2022 was $15,938,966 and $12,204,928, respectively. 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
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
May 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 23 COMMITMENTS AND CONTINGENCIES Legal Matters From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of the date of filing of this report, there were no pending or threatened lawsuits. 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 $1,867 until September 2021, after which time it will be subject to annual increases of 3%. The lease was extended again on April 1, 2022, effective September 1, 2022 until August 31, 2024. The monthly rent increased on September 1, 2022 to $2,084. ● 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. At May 31, 2023, the monthly rent on this lease was $10,385. ● 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%. At May 31, 2023, the monthly rent on this lease was $3,649. ● 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 May 17, 2022 for approximately 20 acres of land for purposes of developing a cultivation facility along the Quinn River in Nevada at a cost of $3,500 per quarter beginning on or before May 31, 2022 (the “Quinn River Land Lease”). As of May 31, 2023 the lease was terminated and will not be renewed by the parties. In connection with the Company’s planned Colorado operations, on April 17, 2015, pursuant to an Industrial Lease Agreement (the “Lease”), CLS Labs Colorado leased 14,392 square feet of warehouse and office space (the “Leased Real Property”) in a building in Denver, Colorado where certain intended activities, including growing, extraction, conversion, assembly and packaging of cannabis and other plant materials, are permitted by and in compliance with state, city and local laws, rules, ordinances and regulations. The Lease had an initial term of seventy-two (72) months and provided CLS Labs Colorado with two options to extend the term of the lease by up to an aggregate of ten (10) additional years. In August 2017, as a result of the Company’s decision to suspend its proposed operations in Colorado, CLS Labs Colorado asked its landlord to be relieved from its obligations under the Lease, but the parties have not yet reached an agreement on how to proceed. In August 2017, the Company’s Colorado subsidiary received a demand letter from its Colorado landlord requesting the forfeiture of the $50,000 security deposit, $10,000 in expenses, $15,699 in remaining rent due under the lease agreement and $30,000 to buy out the remaining amounts due under the lease. These expenses, which are a liability of the Company’s Colorado subsidiary, have been accrued on the balance sheet as of May 31, 2022. Employment Agreements On March 1, 2019, the Company and Mr. Glashow entered into a two-year employment agreement and Mr. Glashow commenced serving as the Company’s President and Chief Operating Officer. Under the agreement, Mr. Glashow is entitled to receive an annual salary of $175,000. Further, he is entitled to receive a performance bonus equal to 1% of the Company’s annual EBITDA, and annual restricted stock awards in an amount equal to 1% of the Company’s annual EBITDA. Additionally, Mr. Glashow is entitled to a one-time signing bonus of 500,000 shares of the Company’s restricted common stock, half of which vested on March 1, 2020, and half of which vested on March 1, 2021. Effective March 1, 2019, and in connection with the employment agreement, Mr. Glashow and the Company entered into a Confidentiality, Non-Compete and Proprietary Rights Agreement. Pursuant thereto, Mr. Glashow agreed (i) not to compete with us during the term of his employment and for a period of one year thereafter, (ii) not to release or disclose our confidential information, and (iii) to assign the rights to all work product to us, among other terms. On October 14, 2019, but effective October 1, 2019, the Company and Mr. Glashow entered into an amendment to his employment agreement to extend the term by one year instead of relying on the automatic one-year renewal provision in the employment agreement, and to increase Mr. Glashow’s annual base salary to $200,000. The amendment also provides that in addition to his base salary, Mr. Glashow is entitled to receive, on an annual basis, a performance-based bonus equal to two percent (2%) of the Company’s annual EBITDA up to a maximum annual cash compensation of $1 million including base salary, and annual stock options, exercisable at the fair market value of the Company’s common stock on the effective date of grant, in an amount equal to 2% of the Company’s EBITDA up to $42.5 million and 4% of its annual EBITDA in excess of $42.5 million. Additionally, the amendment provides for certain change of control provisions, including a payment of up to three years base salary and bonuses up to a maximum of $1,000,000, if Mr. Glashow resigns or is terminated in connection with a change in control of the Company. On April 25, 2022, but effective on May 1, 2022, the Company entered into a Second Amendment to Employment Agreement with Mr. Glashow to extend the term of Mr. Glashow’s employment for two years commencing on May 1, 2022 and ending on April 30, 2024. Mr. Glashow’s base salary increased to $250,000 effective on May 1, 2022 and he received a signing bonus of $50,000. All other terms of Mr. Glashow’s employment agreement remain in full force and effect. Effective March 1, 2023, the Company and Mr. Glashow entered into a three-year employment agreement pursuant to which Mr. Glashow continued serving as the Company’s Chief Executive Officer and commenced serving as the Company’s Chairman of the Board. Under the Agreement, Mr. Glashow is entitled to receive an annual salary of $325,000; a monthly amount of $1,500 for health insurance and health related expenses; a monthly amount for home office expenses incurred; and an automobile allowance of $1,200 monthly. Further, he is entitled to receive a performance bonus equal to 2% of the Company’s annual EBITDA up to a maximum annual cash compensation of $1 million including Base Salary. On June 6, 2019, Alternative Solutions and Ms. Soco entered into an employment agreement with an initial term beginning June 17, 2019, pursuant to which Ms. Soco was appointed as Assistant Controller of Alternative Solutions. Under the agreement, Ms. Soco is entitled to receive an annual salary of $70,000. On June 6, 2019, and in connection with the employment agreement, Ms. Soco and the Company entered into a Confidentiality, Non-Compete and Proprietary Rights Agreement. Pursuant thereto, Ms. Soco agreed (i) not to compete with the Company during the term of her employment and for a period of one year thereafter, (ii) not to release or disclose the Company’s confidential information, and (iii) to assign the rights to all work product to the Company, among other terms. On October 27, 2021, Ms. Soco’s employment agreement was amended to increase her annual salary to $117,500 and extend her employment agreement review date to November 1, 2022. On February 4, 2022, Ms. Soco’s employment agreement was further amended to grant Ms. Soco 12,500 shares of the Company’s common stock and increase her base annual salary to $137,500. The amendment also extended Ms. Soco’s employment agreement review date to February 4, 2023. On May 19, 2022, Alternative Solutions, the Company and Ms. Soco entered into a Clarification to Second Amendment to Employment Agreement to clarify certain terms of her employment agreement, as amended, including her promotion to Controller of Alternative Solutions and then to Vice President of Finance of Alternative Solutions and CLS Nevada. At May 31, 2023 and 2022, 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. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
May 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE 24 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. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
May 31, 2023 | |
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”). Alternative Solutions is the sole owner of the following three entities (collectively, the “Oasis LLCs”): Serenity Wellness Center, LLC (“Serenity Wellness Center”); Serenity Wellness Products, LLC (“Serenity Wellness Products”); and Serenity Wellness Growers, LLC (“Serenity Wellness Growers”). All material intercompany transactions have been eliminated upon consolidation of these entities. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Reclassification, Comparability Adjustment [Policy Text Block] | Reclassification Certain reclassifications, not affecting previously reported net income or cash flows, have been made to the previously issued financial statements 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 $998,421 and $2,551,859 as of May 31, 2023 and 2022, 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 believes 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 $43,122 and $79,847 of bad debt expense during the year ended May 31, 2023 and 2022, 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 May 31, 2023, 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.” During the year ended May 31, 2023 and 2022, the Company reported a non-controlling interest in the amount of $1,044,656 and $97,211, respectively, representing 50% of the loss incurred by its partially owned subsidiary Kealii Okamalu. |
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 $613,410 and $1,453,727 for the years ended May 31, 2023 and 2022, respectively. |
Research and Development Expense, Policy [Policy Text Block] | Research and Development Research and development expenses are charged to operations as incurred. The Company incurred research and development costs of $809 and $17,361 for the years ended May 31, 2023 and 2022, 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, the product is delivered, and the Company’s performance obligation has been met. 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. |
Long-Duration Contracts Revenue Recognition, Policy [Policy Text Block] | Disaggregation of Revenue The following table represents a disaggregation of revenue for the years ended May 31, 2023 and 2022: 2023 2022 Cannabis Dispensary $ 14,822,577 $ 14,869,852 Cannabis Production 8,311,030 7,793,043 $ 23,133,607 $ 22,662,895 |
Earnings Per Share, Policy [Policy Text Block] | Basic and Diluted Earnings or Loss Per Share Basic net earnings per share is based on the weighted average number of shares outstanding during the period, while fully diluted net earnings per share is based on the weighted average number of shares of common stock and potentially dilutive securities assumed to be outstanding during the period using the treasury stock method. Potentially dilutive securities consist of options and warrants to purchase common stock, and convertible debt. Basic and diluted net loss per share are computed based on the weighted average number of shares of common stock outstanding during the period. At May 31, 2023 and 2022, the Company had the following potentially dilutive instruments outstanding: At May 31, 2023, a total of 82,135,826 shares (21,181,449 issuable upon the exercise of warrants, 20,445,756 issuable upon the conversion of convertible notes payable and accrued interest, and 17,500 in stock to be issued). At May 31, 2022, a total of 75,306,426 shares (6,451,339 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 120,000 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 years ended May 31, 2023 and 2022. For the year ended May 31, 2023, 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, shares issuable pursuant to the exercise of stock options and warrants, and 17,500 shares of common stock issuable. |
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 There are various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s consolidated financial position, results of operations or cash flows. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
May 31, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) [Line Items] | |
Property, Plant and Equipment [Table Text Block] | Property, plant and equipment consisted of the following at May 31, 2023 and 2022: May 31, May 31, 2023 2022 Office equipment $ 148,243 $ 132,859 Furniture & fixtures 148,358 148,358 Machinery & equipment 2,392,458 2,447,715 Leasehold improvements 2,911,164 3,686,951 Less: accumulated depreciation (2,687,146 ) (2,073,449 ) Property and equipment, net $ 2,913,077 $ 4,342,434 |
Disaggregation of Revenue [Table Text Block] | The following table represents a disaggregation of revenue for the years ended May 31, 2023 and 2022: 2023 2022 Cannabis Dispensary $ 14,822,577 $ 14,869,852 Cannabis Production 8,311,030 7,793,043 $ 23,133,607 $ 22,662,895 |
Estimated Useful LIfe [Member] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) [Line Items] | |
Property, Plant and Equipment [Table Text Block] | Property and equipment is recorded at the lower of cost or estimated net recoverable amount, and is depreciated using the straight-line method over its estimated useful life. Property acquired in a business combination is recorded at estimated initial fair value. Property, plant, and equipment are depreciated using the straight-line method based on the lesser of the estimated useful lives of the assets or the lease term based upon the following life expectancy: Years Office equipment 3 to 5 Furniture & fixtures 3 to 7 Machinery & equipment 3 to 10 Leasehold improvements Term of lease |
JOINT VENTURE AND OPTIONS TRA_2
JOINT VENTURE AND OPTIONS TRANSACTION (Tables) | 12 Months Ended |
May 31, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Other than Temporary Impairment, Credit Losses Recognized in Earnings [Table Text Block] | Deposits and prepaid expenses $ 33,000 Fixed assets 756,808 Right of use assets 205,888 Equity investment in Quinn River 595,046 Total impairment $ 1,590,742 |
INVENTORY (Tables)
INVENTORY (Tables) | 12 Months Ended |
May 31, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current [Table Text Block] | Inventory, consisting of material, overhead, labor, and manufacturing overhead, is stated at the lower of cost (first-in, first-out) or market, and consists of the following: May 31, May 31, 2023 2022 Raw materials $ 399,728 $ 297,563 Finished goods 2,613,204 3,120,039 Total $ 3,012,932 $ 3,417,602 |
PREPAID EXPENSES AND OTHER CU_2
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables) | 12 Months Ended |
May 31, 2023 | |
Disclosure Text Block Supplement [Abstract] | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Table Text Block] | Prepaid expenses and other current assets consisted of the following at May 31, 2023 and 2022: May 31, May 31, 2023 2022 Deposits $ - 2,016 Prepaid expenses 147,953 293,853 Employee receivable 1,000 - Total $ 148,953 $ 295,869 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 12 Months Ended |
May 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property, plant and equipment consisted of the following at May 31, 2023 and 2022: May 31, May 31, 2023 2022 Office equipment $ 148,243 $ 132,859 Furniture & fixtures 148,358 148,358 Machinery & equipment 2,392,458 2,447,715 Leasehold improvements 2,911,164 3,686,951 Less: accumulated depreciation (2,687,146 ) (2,073,449 ) Property and equipment, net $ 2,913,077 $ 4,342,434 |
RIGHT OF USE ASSETS AND LIABI_2
RIGHT OF USE ASSETS AND LIABILITIES - OPERATING LEASES (Tables) | 12 Months Ended |
May 31, 2023 | |
Disclosure Text Block [Abstract] | |
Property, Plant, and Equipment, Lessor Asset under Operating Lease [Table Text Block] | Right to use assets – operating leases are summarized below: May 31, 2023 Amount at inception of leases $ 4,159,621 Amount amortized (2,312,156 ) Impairment of Quinn River Lease (205,888 ) Balance – May 31, 2023 $ 1,641,577 |
Lease, Cost [Table Text Block] | Warehouse and offices $ 1,635,285 Office equipment 6,292 Balance – May 31, 2023 $ 1,641,577 Amount at inception of leases $ 4,116,221 Amount amortized (2,197,934 ) Balance – May 31, 2023 $ 1,918,287 Lease liability $ 1,918,287 Less: current portion (374,004 ) Lease liability, non-current $ 1,544,283 |
Lessee, Operating Lease, Liability, to be Paid, Maturity [Table Text Block] | Maturity analysis under these lease agreements is as follows: Twelve months ended May 31, 2024 $ 528,100 Twelve months ended May 31, 2025 520,281 Twelve months ended May 31, 2026 451,671 Twelve months ended May 31, 2027 227,053 Twelve months ended May 31, 2028 232,001 Thereafter 509,752 Total $ 2,468,858 Less: Present value discount (550,571 ) Lease liability $ 1,918,287 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
May 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | Intangible assets consisted of the following at May 31, 2023 and 2022: May 31, 2023 Accumulated Gross Amortization Impairment Net Intellectual Property $ 319,600 $ (157,137 ) $ (162,463 ) $ - License & Customer Relations 990,000 (243,375 ) (663,667 ) 82,958 Tradenames - Trademarks 301,000 (147,992 ) (40,158 ) 112,850 Non-compete Agreements 27,000 (27,000 ) - - Domain Names 25,993 (12,713 ) - 13,280 Total $ 1,663,593 $ (588,217 ) $ (866,288 ) $ 209,088 May 31, 2022 Accumulated Gross Amortization Impairment Net Intellectual Property $ 319,600 $ (125,177 ) $ - $ 194,423 License & Customer Relations 990,000 (193,875 ) - 796,125 Tradenames - Trademarks 301,000 (117,892 ) - 183,108 Non-compete Agreements 27,000 (27,000 ) - - Domain Names 25,993 (9,364 ) - 16,629 Total $ 1,663,593 $ (473,308 ) $ - $ 1,190,285 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Amount to be amortized during the twelve months ended May 31, 2024 $ 31,036 2025 31,036 2026 31,036 2027 30,972 2028 27,700 Thereafter 57,308 $ 209,088 |
OTHER ASSETS (Tables)
OTHER ASSETS (Tables) | 12 Months Ended |
May 31, 2023 | |
Other Noncurrent Assets Disclosure Abstract | |
Schedule of Other Assets [Table Text Block] | Other assets included the following as of May 31, 2023 and May 31, 2022: May 31, May 31, 2023 2022 Security deposits 157,500 229,500 $ 157,500 $ 229,500 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 12 Months Ended |
May 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | Accounts payable and accrued liabilities consisted of the following at May 31, 2023 and 2022: May 31, 2023 May 31, 2022 Trade accounts payable $ 1,793,585 $ 1,414,074 Accrued payroll and payroll taxes 311,505 323,254 Accrued liabilities 623,482 580,570 Total $ 2,728,572 $ 2,317,898 |
NOTES PAYABLE AND CONVERTIBLE_2
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Tables) | 12 Months Ended |
May 31, 2023 | |
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Tables) [Line Items] | |
Convertible Debt [Table Text Block] | May 31, 2023 May 31, 2022 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 $3.20 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 $4.40. 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 years ended May 31, 2023 and 2022, the Company accrued interest in the amounts of $207,205 and $360,357 on the U.S. Convertible Debenture 1, respectively. During the years ended May 31, 2023 and 2022, the Company made interest payments in the amounts of $90,089 and $360,357, 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 $1.20 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 the amendment. On September 15, 2022, the U.S. Convertible Debenture 1 was further amended as follows: (i) the conversion price of debentures with a principal amount of $2,702,674 was reduced to $0.285 per unit, and these debentures along with accrued interest in the amount of $45,044 were converted to 9,641,118 shares of common stock and warrants to purchase 4,820,560 shares of common stock; (ii) the conversion price of the remaining debentures with a principal amount of $1,801,783 was reduced to $0.40 per share; (iii) the maturity date of 50% of the remaining debentures with a principal amount of $900,891.50 was extended to December 31, 2023, and the maturity date of 50% of the remaining debentures with a principal amount of $900,891.50 was extended to December 31, 2024; and (iv) the conversion price of the warrants issuable upon conversion of the debentures was reduced to $0.40. The value of the warrants will be determined when the issuance becomes probable, which the Company believes is unlikely to occur until the conversion price of the debentures is below the market price of the Company’s common stock. This amendment was accounted for as an extinguishment of debt, and a loss in the amount of $1,689,368 was recorded on this transaction. The fair values of the warrants and conversion options included in the calculation of the loss on extinguishment of debt were $894,090 and $795,278, respectively. $ 1,801,783 $ 4,504,457 May 31, 2023 May 31, 2022 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 $3.20 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 $4.40. 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 years ended May 31, 2023 and 2022, the Company accrued interest in the amounts of $51,801 and $90,089 on the U.S. Convertible Debenture 2, respectively. During the years ended May 31, 2023 and 2022, the Company made interest payments in the amounts of $22,522 and $90,089, 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 $1.20 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. On September 15, 2022, the U.S. Convertible Debenture 2 was further amended as follows: (i) the conversion price of debentures with a principal amount of $675,668 was reduced to $0.285 per unit, and these debentures along with accrued interest in the amount of $11,261 were converted to 2,410,279 shares of common stock and warrants to purchase 1,205,140 shares of common stock; (ii) the conversion price of the remaining debentures with a principal amount of $450,446 was reduced to $0.40 per share; (iii) the maturity date of 50% of the remaining debentures with a principal amount of $225,223 was extended to December 31, 2023, and the maturity date of 50% of the remaining debentures with a principal amount of $225,223 was extended to December 31, 2024; and (iv) the conversion price of the warrants issuable upon conversion of the debentures was reduced to $0.40. The value of the warrants will be determined when the issuance becomes probable, which the Company believes is unlikely to occur until the conversion price of the debentures is below the market price of the Company’s common stock. This amendment was accounted for as an extinguishment of debt, and a loss in the amount of $422,331 was recorded on this transaction. The fair values of the warrants and conversion options included in the calculation of the loss on extinguishment of debt were $223,515 and $198,816, respectively. 450,446 1,126,114 May 31, 2023 May 31, 2022 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 $3.20 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 $4.40. 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 years ended May 31, 2023 and 2022, the Company accrued interest in the amounts of $41,900 and $47,928 on the U.S. Convertible Debenture 4, respectively. During the years ended May 31, 2023 and 2022, the Company made interest payments in The amounts of $23,964 and $47,928, 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 $1.20 per unit; and (ii) the maturity date was extended from October 25, 2021 to October 25, 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. On October 25, 2022, the Company received a notice of demand from the lender, placing the U.S. Convertible Debt 4 into default status. On November 1, 2022, the Company entered into a forbearance agreement with the lender (the “Forbearance Agreement”) with the following terms: (i) the Company will pay the lender the amount of $150,000 on November 2, 2022, and an additional $50,000 each month for the following nine months, or a total of $600,000; (ii) the default interest rate of 12% will be applied on the existing principal balances until paid in full; (iii) lender shall forbear from taking any further action based upon the existing default. As a result of this agreement, the Company capitalized $3,283 of accrued interest. During the year ended May 31, 2023, the Company made payments in the aggregate amount of $500,000, pursuant to Forbearance Agreement. The Company recognized a gain in the amount of $2,384 on this transaction during the year ended May 31, 2023. 100,000 599,101 May 31, 2023 May 31, 2022 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 $3.20 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 $4.40. 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 8,081 shares of the Company’s common stock, and warrants to purchase 4,040 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 years months ended May 31, 2023 and 2022, the Company accrued interest in the amounts of $606,166 and $1,058,531 on the Canaccord Debentures, respectively. During the years ended May 31, 2023 and 2022, the Company made interest payments in the amounts of $264,383 and $1,057,532, respectively. On March 31, 2021, the Canaccord Debentures were amended as follows: (i) the conversion price of the debentures was reduced to $1.20 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 $4.80 per share to $2.40 per share for the preceding ten consecutive trading days; and (iv) the exercise price of the warrants issuable upon conversion was reduced from $4.40 to $1.60 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 year ended May 31, 2022, principal In the aggregate amount of $281,000 was converted into an aggregate of 234,167 shares of the Company’s common stock, and warrants to purchase 117,084 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. On September 15, 2022, the Canaccord Debentures were further amended as follows: (i) the conversion price of debentures with a principal amount of $7,965,278 was reduced to $0.285 per unit, and these debentures along with accrued interest in the amount of $132,755 were converted to 28,414,149 shares of common stock and warrants to purchase 14,207,075 shares of common stock; (ii) the conversion price of the remaining debentures with a principal amount of $52,53,873 was reduced to $0.40 per share; (iii) the maturity date of 50% of the remaining debentures with a principal amount of $2,626,936.50 was extended to December 31, 2023, and the maturity date of 50% of the remaining debentures with a principal amount of $2,626,936.50 was extended to December 31, 2024; and (iv) the conversion price of the warrants issuable upon conversion of the debentures was reduced to $0.40. The value of the warrants will be determined when the issuance becomes probable, which the Company believes is unlikely to occur until the conversion price of the debentures is below the market price of the Company’s common stock. This amendment was accounted for as an extinguishment of debt, and a loss in the amount of $4,547,660 was recorded on this transaction. The fair values of the warrants and conversion options included in the calculation of the loss on extinguishment of debt were $2,623,852 and $1,923,808, respectively. 5,253,873 13,219,149 Convertible Notes Payable $ 7,606,102 $ 19,448,821 May 31, 2023 May 31, 2022 Total – Convertible Notes Payable, Net of Discounts, Current Portion $ 3,853,051 $ 19,448,821 Total – Convertible Notes Payable, Net of Discounts, Long-term Portion $ 3,753,051 $ - |
Convertible Debt [Member] | |
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Tables) [Line Items] | |
Schedule of Amortization of Debt Discount [Table Text Block] | May 31, 2023 May 31, 2022 Discounts on notes payable amortized to interest expense – years ended May 31, 2023 and 2022, respectively $ - $ 35,496 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 12 Months Ended |
May 31, 2023 | |
NOTES PAYABLE (Tables) [Line Items] | |
Schedule of Debt [Table Text Block] | May 31, 2023 May 31, 2022 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 75,758 shares of common stock at an exercise price of $1.65 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 Debenture 1. During the years ended May 31, 2023 and 2022, $6,667 and $3,334 of this discount was charged to operations, respectively. The Company recorded an original issue discount in the amount of $187,500 on Debenture 1. During the years ended May 31, 2023 and 2022, $72,581 and $36,290 of this original issue discount was charged to operations, respectively. During the years ended May 31, 2023 and 2022, the Company accrued interest in the amounts of $37,500 and $18,750 on Debenture 1, respectively. During they years ended May 31, 2023 and 2022, the Company made interest payments in the amounts of $50,000 and $0, respectively. On May 31, 2023, the Debenture 1 was amended as follows: (1) the maturity date was extended to October 31, 2024; (2) the first payment of principal and interest on June 30, 2023, followed by quarterly payment of principal and interest on September 30, 2023, beginning October 31, 2023, the Company is required to pay the note holder principal and interest monthly through the maturity date. $ 250,000 $ 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 75,758 shares of common stock at an exercise price of $1.65 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 Debenture 2. During the years ended May 31, 2023 and 2022, $4,037 and $1,682 of this discount was charged to operations, respectively. The Company recorded an original issue discount in the amount of $187,500 on Debenture 2. During the years ended May 31, 2023, $72,581 and $30,242 of this original issue discount was charged to operations, respectively. During the years ended May 31, 2023 and 2022, the Company accrued interest in the amounts of $37,500 and $16,563 on Debenture 2, respectively. During the years ended May 31, 2023 and 2022, the Company made interest payments in the amounts of $47,917 and $0, respectively. On May 31, 2023, the Debenture 2 was amended as follows: (1) the first payment of principal and interest on June 30, 2023, followed by quarterly payment of principal and interest on September 30, 2023, beginning October 31, 2023, the Company is required to pay the note holder principal and Interest monthly through the maturity date. 250,000 250,000 May 31, 2023 May 31, 2022 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 3 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 151,516 shares of common stock at an exercise price of $1.65 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 Debenture 3. During the years ended May 31, 2023 and 2022, $7,485 and $3,118 of this discount was charged to operations, respectively. The Company recorded an original issue discount in the amount of $375,000 on Debenture 3. During the years ended May 31, 2023 and 2022, $145,161 and $60,484 of this original issue discount was charged to operations, respectively. During the years ended May 31, 2023 and 2022, the Company accrued interest in the amounts of $75,000 and $33,125 on Debenture 3, respectively. During the years ended May 31, 2023 and 2022, the Company made interest payments in the amounts of $95,625 and $0, respectively. On May 31, 2023, the Debenture 3 was amended as follows: (1) the maturity date was extended to October 31, 2024; (2) the first payment of principal and interest on June 30, 2023, followed by quarterly payment of principal and interest on September 30, 2023, beginning October 31, 2023, the Company is required to pay the note holder principal and interest monthly through the maturity date. 500,000 500,000 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 151,516 shares of common stock at an exercise price of $1.65 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 Debenture 4. During the years ended May 31, 2023 and 2022, $6,862 and $2,287 of this discount was charged to operations, respectively. The Company recorded an original issue discount in the amount of $375,000 on Debenture 4. During the years ended May 31, 2023 and 2022, $150,000 and $50,000 of this original issue discount was charged to operations, respectively. During the years ended May 31, 2023 and 2022, the Company accrued interest in the amounts of $75,000 and $30,417 on Debenture 4, respectively. During the years ended May 31, 2023 and 2022, the Company made interest payments in the amounts of $92,917 and $0, respectively. On May 31, 2023, the Debenture 4 was amended as follows: (1) the maturity date was extended to October 31, 2024; (2) the first payment of principal and interest on June 30, 2023, followed by quarterly payment of principal and interest on September 30, 2023, beginning October 31, 2023, the Company is required to pay the note holder principal and interest monthly through the maturity date. 500,000 500,000 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 151,516 shares of common stock at an exercise price of $1.65 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 Debenture 5. During the years ended May 31, 2023 and 2022, $6,862 and $2,287 of this discount was charged to operations, respectively. The Company recorded an original issue discount in the amount of $375,000 on Debenture 5. During the years ended May 31, 2023 and 2022, $150,000 and $50,000 of this original issue discount was charged to operations, respectively. During the years ended May 31, 2023 and 2022, the Company accrued interest in the amounts of $75,000 and $30,417 on Debenture 5, respectively. During the years ended May 31, 2023 and 2022, the Company made interest payments in the amounts of $92,917 and $0, respectively. On May 31, 2023, the Debenture 5 was amended as follows: (1) the maturity date was extended to October 31, 2024; (2) the first payment of principal and interest on June 30, 2023, followed by quarterly payment of principal and interest on September 30, 2023, beginning October 31, 2023, the Company is required to pay the note holder principal and interest monthly through the maturity date. 500,000 500,000 May 31, 2023 May 31, 2022 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 151,516 shares of common stock at an exercise price of $1.65 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 Debenture 6. During the years ended May 31, 2023 and 2022, $6,862 and $2,287 of this discount was charged to operations, respectively. The Company recorded an original issue discount in the amount of $375,000 on Debenture 6. During the years ended May 31, 2023 and 2022, $150,000 and $50,000 of this original issue discount was charged to operations, respectively. During the years ended May 31, 2023 and 2022, the Company accrued interest in the amounts of $75,000 and $30,417 on Debenture 6, respectively. During the years ended May 31, 2023 and 2022, the Company made interest payments in the amounts of $92,917 and $0, respectively. On May 31, 2023, the Debenture 6 was amended as follows: (1) the maturity date was extended to October 31, 2024; (2) the first payment of principal and interest on June 30, 2023, followed by quarterly payment of principal and interest on September 30, 2023, beginning October 31, 2023, the Company is required to pay the note holder principal and interest monthly through the maturity date. 500,000 500,000 Total 2,500,000 2,500,000 Original Issue Discount 1,875,000 1,875,000 Notes Payable, Gross 4,375,000 4,375,000 Less: Discount due to warrants (902,339 ) (1,681,434 ) Notes Payable, Net of Discount 3,472,661 2,693,566 May 31, 2023 May 31, 2022 Total – Notes Payable, Net of Discounts, Current Portion $ 1,439,584 $ - Total – Convertible Notes Payable, Net of Discounts $ 2,033,077 $ 2,693,566 |
Schedule of Maturities of Long-Term Debt [Table Text Block] | 2024 $ 5,292,635 2025 4,813,467 2026 375,000 2027 375,000 2028 375,000 Thereafter 750,000 Total $ 11,981,102 |
Notes Payable, Other Payables [Member] | |
NOTES PAYABLE (Tables) [Line Items] | |
Schedule of Amortization of Debt Discount [Table Text Block] | May 31, 2023 May 31, 2022 Discounts on notes payable amortized to interest expense – years ended May 31, 2023 and 2022, respectively $ 779,096 $ 277,017 |
LEASE LIABILITIES - FINANCING_2
LEASE LIABILITIES - FINANCING LEASES (Tables) | 12 Months Ended |
May 31, 2023 | |
Disclosure Text Block [Abstract] | |
Finance Lease [Table Text Block] | May 31, 2023 May 31, 2022 Financing lease obligation under a lease agreement for extraction equipment dated March 14, 2022 in the original amount of $359,900 payable in forty-eight monthly installments of $10,173 including interest at the rate of 15.89%. During the year ended May 31, 2023, the Company made principal and interest payments on this lease obligation in the amounts of $71,813 and $50,263, respectively. During the year ended May 31, 2022, the Company made principal and interest payments on this lease obligation in the amounts of $10,907 and $9,439, respectively. $ 277,180 $ 348,993 Financing lease obligation under an agreement for equipment dated June 20, 2022 in the original amount of $12,400 payable in forty-eight monthly installments of $350 including interest at a rate of $15.78%. During the year ended May 31, 2023, the Company made principal and interest payments on this lease obligation in the amounts of $639 and $411, respectively. $ 9,987 - Total $ 287,167 $ 348,993 Current portion $ 86,887 $ 71,813 Long-term maturities 200,280 277,180 Total $ 287,167 $ 348,993 |
Finance Lease, Liability, to be Paid, Maturity [Table Text Block] | Aggregate maturities of lease liabilities – financing leases as of May 31, 2023 are as follows: 2024 $ 86,887 2025 101,707 2026 98,573 2027 - 2028 - Thereafter - Total $ 287,167 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 12 Months Ended |
May 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Fair Value, Assets and Liabilities Measured on Nonrecurring Basis, Valuation Techniques [Table Text Block] | The amendments to the Canaccord Debentures and the U.S. Convertible Debenture were accounted for pursuant to Statement of Financial Accounting Standard ASC 820-10-35-37, Fair Value of Financial Instruments (“FAS 820”) and Statement of Financial Accounting Standards 815, Accounting for Derivative Instruments and Hedging Activities (“FAS 815”). The fair values of the warrants and conversion options were determined using a lattice model based on probability-weighted scenarios and future projections. The following assumptions were used in valuing the Canaccord Debentures and the U.S. Convertible Debentures: Valuation Date Volatility Risk-Free Rate High-Yield Cash Rate (less RFR) Stock Price Term Remaining (Years) Canaccord Debentures – Pre-Mod 9/15/2022 164.5 % 3.54 % 11.03 % $ 0.28 0.24 Canaccord Debentures – Post-Mod 9/15/2022 125.2 % 3.57 % 11.03 % $ 0.28 2.29 U.S. Capital Debenture – Pre-Mod 9/15/2022 143.8 % 3.54 % 11.03 % $ 0.28 0.13 U.S. Capital Debentures – Post-Mod 9/15/2022 125.2 % 3.57 % 11.03 % $ 0.28 2.29 |
Share-Based Payment Arrangement, Option, Exercise Price Range [Table Text Block] | The following table summarizes the significant terms of warrants outstanding at May 31, 2023. 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 $ 0.40 20,232,775 2.30 $ 0.40 20,232,775 $ 0.40 1.60 191,094 2.30 1.60 191,094 1.60 1.65 757,580 1.58 1.65 757,580 1.65 21,181,449 2.27 $ 0.46 21,181,449 $ 0.46 |
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, 2021 13,499,411 $ 2.12 Granted 874,666 $ 1.65 Exercised - $ - Cancelled / Expired (12,644,153 ) $ 2.09 Warrants outstanding at May 31, 2022 1,729,924 $ 1.98 Granted 20,232,775 $ 0.40 Exercised - $ - Cancelled / Expired (781,250 ) $ 0.60 Warrants outstanding at May 31, 2023 21,181,449 $ 0.46 |
FAIR VALUE OF FINANCIAL INSTR_2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended |
May 31, 2023 | |
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 May 31, 2023 and 2022: May 31, 2023 Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities $ - $ - $ - $ - May 31, 2022 Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities $ - $ - $ - $ - |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
May 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | The components of the income tax provision include: Year Ended May 31, 2023 2022 Revenue $ 23,133,607 $ 22,662,895 Directly attributable costs (12,558,964 ) (12,941,530 ) Deferred 10,574,643 9,721,365 Tax rate 21 % 21 % Tax expense $ 2,220,675 $ 2,041,487 |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | The tax effects of the temporary differences that give rise to the Company’s estimated deferred tax assets and liabilities are as follows: Year Ended May 31, 2023 2022 Federal and state statutory tax 21 % 21 % Net operating loss carryforward $ 3,347,183 $ 2,563,035 Valuation allowance for deferred tax assets (3,347,183 ) (2,563,035 ) Deferred tax assets $ - $ - |
BUSINESS ORGANIZATION AND NAT_2
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS (Details) | 12 Months Ended | |||||||
May 17, 2022 USD ($) | Oct. 20, 2021 USD ($) | Nov. 12, 2014 shares | May 31, 2023 USD ($) | May 31, 2022 USD ($) | Oct. 20, 2021 | Oct. 20, 2021 m² | Oct. 20, 2021 a | |
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS (Details) [Line Items] | ||||||||
Lessee, Operating Lease, Term of Contract | 9 years | |||||||
Operating Lease, Expense | $ 331,875 | $ 515,457 | ||||||
Other than Temporary Impairment Losses, Investments | $ 1,590,742 | $ 0 | ||||||
Minimum [Member] | ||||||||
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS (Details) [Line Items] | ||||||||
Lessee, Operating Lease, Term of Contract | 1 year | |||||||
Operating Lease, Expense | $ 3,500 | $ 3,500 | ||||||
Maximum [Member] | ||||||||
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS (Details) [Line Items] | ||||||||
Lessee, Operating Lease, Term of Contract | 10 years 6 months | |||||||
Kealii Okamalu, LLC [Member] | ||||||||
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS (Details) [Line Items] | ||||||||
Equity Method Investment, Ownership Percentage | 50% | 50% | ||||||
Other than Temporary Impairment Losses, Investments | $ 1,590,742 | |||||||
Quinn River Joint Venture Agreement [Member] | ||||||||
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS (Details) [Line Items] | ||||||||
Equity Method Investment, Ownership Percentage | 50% | |||||||
Lessee, Operating Lease, Term of Contract | 10 years | |||||||
Joint Venture, Description | ” The Company provided 10,000 square feet of warehouse space at its Las Vegas facility and had preferred vendor status including the right to purchase cannabis flower and the business’s cannabis trim at favorable prices. Kealii Okamalu was required to contribute $6 million towards the construction of the Cultivation Facility and the working capital for the Quinn River Joint Venture. This amount was to 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 was to receive one-third of the net profits of the Quinn River Joint Venture after being repaid its initial contribution. | The Company provided 10,000 square feet of warehouse space at its Las Vegas facility and had preferred vendor status including the right to purchase cannabis flower and the business’s cannabis trim at favorable prices. Kealii Okamalu was required to contribute $6 million towards the construction of the Cultivation Facility and the working capital for the Quinn River Joint Venture. This amount was to be repaid from a portion of the net income 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 was to receive one-third of the net profits of the Quinn River Joint Venture. | ||||||
Quinn River Joint Venture Agreement [Member] | Minimum [Member] | ||||||||
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS (Details) [Line Items] | ||||||||
Area of Land | 5 | 5 | ||||||
Operating Lease, Expense | $ 3,500 | |||||||
Quinn River Joint Venture Agreement [Member] | Maximum [Member] | ||||||||
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS (Details) [Line Items] | ||||||||
Area of Land | 10 | 10 | ||||||
Shares of CLS Holdings USA, Inc. [Member] | CLS Labs, Inc. [Member] | ||||||||
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS (Details) [Line Items] | ||||||||
Subsidiary or Equity Method Investee, Cumulative Number of Shares Issued for All Transactions | shares | 10,000,000 | |||||||
Shares of CLS Holdings USA, Inc. [Member] | CLS Labs, Inc. [Member] | ||||||||
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS (Details) [Line Items] | ||||||||
Equity Method Investment, Ownership Percentage | 55.60% |
GOING CONCERN (Details)
GOING CONCERN (Details) - USD ($) | May 31, 2023 | May 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Retained Earnings (Accumulated Deficit) | $ (108,879,446) | $ (95,079,817) |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 12 Months Ended | ||
May 31, 2023 | May 31, 2022 | May 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Cash and Cash Equivalents, at Carrying Value | $ 998,421 | $ 2,551,859 | $ 1,665,263 |
Accounts Receivable, Allowance for Credit Loss | 43,122 | 79,847 | |
Goodwill | 557,896 | 557,896 | |
Net Income (Loss) Attributable to Noncontrolling Interest | (1,044,656) | (97,211) | |
Advertising Expense | 613,410 | 1,453,727 | |
Research and Development Expense | $ 809 | $ 17,361 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in Shares) | 82,135,826 | 75,306,426 | |
Kealii Okamalu, LLC [Member] | |||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Equity Method Investment, Ownership Percentage | 50% | ||
Warrant [Member] | |||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in Shares) | 21,181,449 | 6,451,339 | |
Convertible Debt Securities [Member] | |||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in Shares) | 20,445,756 | 65,693,797 | |
Stock Payable [Member] | |||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in Shares) | 17,500 | 120,000 | |
Equity Unit Purchase Agreements [Member] | |||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in Shares) | 3,041,290 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Property, Plant and Equipment | 12 Months Ended |
May 31, 2023 | |
Office Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Office Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Furniture and Fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 7 years |
Machinery and Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Machinery and Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 10 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | Term of lease |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Disaggregation of Revenue - USD ($) | 12 Months Ended | |
May 31, 2023 | May 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 23,133,607 | $ 22,662,895 |
Cannabis Dispensary [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 14,822,577 | 14,869,852 |
Cannabis Production [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 8,311,030 | $ 7,793,043 |
JOINT VENTURE AND OPTIONS TRA_3
JOINT VENTURE AND OPTIONS TRANSACTION (Details) | 12 Months Ended | |||||||
May 17, 2022 USD ($) | Oct. 20, 2021 USD ($) | May 31, 2023 USD ($) | May 31, 2022 USD ($) | Oct. 20, 2021 | Oct. 20, 2021 m² | Oct. 20, 2021 a | Oct. 20, 2021 ft² | |
JOINT VENTURE AND OPTIONS TRANSACTION (Details) [Line Items] | ||||||||
Lessee, Operating Lease, Term of Contract | 9 years | |||||||
Operating Lease, Expense | $ 331,875 | $ 515,457 | ||||||
Area of Real Estate Property (in Square Feet) | a | 20 | |||||||
Payments to Acquire Equity Method Investments | 304,145 | 581,714 | ||||||
Payments to Acquire Property, Plant, and Equipment | 152,275 | 1,104,806 | ||||||
Net Income (Loss) Attributable to Parent | (13,799,629) | (2,343,179) | ||||||
Income (Loss) from Equity Method Investments | (178,674) | $ (112,139) | ||||||
Equity Method Investments | 0 | |||||||
Asset Impairment Charges | $ 1,590,742 | |||||||
Minimum [Member] | ||||||||
JOINT VENTURE AND OPTIONS TRANSACTION (Details) [Line Items] | ||||||||
Lessee, Operating Lease, Term of Contract | 1 year | |||||||
Operating Lease, Expense | $ 3,500 | $ 3,500 | ||||||
Maximum [Member] | ||||||||
JOINT VENTURE AND OPTIONS TRANSACTION (Details) [Line Items] | ||||||||
Lessee, Operating Lease, Term of Contract | 10 years 6 months | |||||||
Quinn River Joint Venture Agreement [Member] | ||||||||
JOINT VENTURE AND OPTIONS TRANSACTION (Details) [Line Items] | ||||||||
Equity Method Investment, Ownership Percentage | 50% | |||||||
Lessee, Operating Lease, Term of Contract | 10 years | |||||||
Lessee, Operating Lease, Renewal Term | 10 years | |||||||
Joint Venture, Description | ” The Company provided 10,000 square feet of warehouse space at its Las Vegas facility and had preferred vendor status including the right to purchase cannabis flower and the business’s cannabis trim at favorable prices. Kealii Okamalu was required to contribute $6 million towards the construction of the Cultivation Facility and the working capital for the Quinn River Joint Venture. This amount was to 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 was to receive one-third of the net profits of the Quinn River Joint Venture after being repaid its initial contribution. | The Company provided 10,000 square feet of warehouse space at its Las Vegas facility and had preferred vendor status including the right to purchase cannabis flower and the business’s cannabis trim at favorable prices. Kealii Okamalu was required to contribute $6 million towards the construction of the Cultivation Facility and the working capital for the Quinn River Joint Venture. This amount was to be repaid from a portion of the net income 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 was to 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 to Acquire Equity Method Investments | $ 581,714 | |||||||
Payments to Acquire Property, Plant, and Equipment | $ 949,939 | |||||||
Net Income (Loss) Attributable to Parent | 336,416 | |||||||
Income (Loss) from Equity Method Investments | $ 178,674 | |||||||
Equity Method Investments | 595,046 | $ 469,575 | ||||||
Quinn River Joint Venture Agreement [Member] | Minimum [Member] | ||||||||
JOINT VENTURE AND OPTIONS TRANSACTION (Details) [Line Items] | ||||||||
Area of Land (in Acres) | 5 | 5 | ||||||
Operating Lease, Expense | $ 3,500 | |||||||
Quinn River Joint Venture Agreement [Member] | Maximum [Member] | ||||||||
JOINT VENTURE AND OPTIONS TRANSACTION (Details) [Line Items] | ||||||||
Area of Land (in Acres) | 10 | 10 | ||||||
In Good Health [Member] | ||||||||
JOINT VENTURE AND OPTIONS TRANSACTION (Details) [Line Items] | ||||||||
Asset Impairment Charges | $ 1,590,742 |
JOINT VENTURE AND OPTIONS TRA_4
JOINT VENTURE AND OPTIONS TRANSACTION (Details) - Other than Temporary Impairment, Credit Losses Recognized in Earnings | 12 Months Ended |
May 31, 2023 USD ($) | |
JOINT VENTURE AND OPTIONS TRANSACTION (Details) - Other than Temporary Impairment, Credit Losses Recognized in Earnings [Line Items] | |
Asset Impairment Charges | $ 1,590,742 |
Prepaid Expenses and Other Current Assets [Member] | |
JOINT VENTURE AND OPTIONS TRANSACTION (Details) - Other than Temporary Impairment, Credit Losses Recognized in Earnings [Line Items] | |
Asset Impairment Charges | 33,000 |
Property, Plant and Equipment [Member] | |
JOINT VENTURE AND OPTIONS TRANSACTION (Details) - Other than Temporary Impairment, Credit Losses Recognized in Earnings [Line Items] | |
Asset Impairment Charges | 756,808 |
Right of Use Assets [Member] | |
JOINT VENTURE AND OPTIONS TRANSACTION (Details) - Other than Temporary Impairment, Credit Losses Recognized in Earnings [Line Items] | |
Asset Impairment Charges | 205,888 |
Equity Method Investments [Member] | |
JOINT VENTURE AND OPTIONS TRANSACTION (Details) - Other than Temporary Impairment, Credit Losses Recognized in Earnings [Line Items] | |
Asset Impairment Charges | $ 595,046 |
ACCOUNTS RECEIVABLE (Details)
ACCOUNTS RECEIVABLE (Details) - USD ($) | 12 Months Ended | |
May 31, 2023 | May 31, 2022 | |
Receivables [Abstract] | ||
Accounts Receivable, after Allowance for Credit Loss, Current | $ 431,204 | $ 618,227 |
Accounts Receivable, Credit Loss Expense (Reversal) | $ 43,122 | $ 79,847 |
INVENTORY (Details) - Schedule
INVENTORY (Details) - Schedule of Inventory, Current - USD ($) | May 31, 2023 | May 31, 2022 |
Schedule Of Inventory Current Abstract | ||
Raw materials | $ 399,728 | $ 297,563 |
Finished goods | 2,613,204 | 3,120,039 |
Total | $ 3,012,932 | $ 3,417,602 |
PREPAID EXPENSES AND OTHER CU_3
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - Deferred Costs, Capitalized, Prepaid, and Other Assets - USD ($) | May 31, 2023 | May 31, 2022 |
Deferred Costs Capitalized Prepaid And Other Assets Abstract | ||
Deposits | $ 0 | $ 2,016 |
Prepaid expenses | 147,953 | 293,853 |
Employee receivable | 1,000 | 0 |
Total | $ 148,953 | $ 295,869 |
NOTES RECEIVABLE (Details)
NOTES RECEIVABLE (Details) - IGH Note [Member] - USD ($) | 12 Months Ended | ||||
Jun. 14, 2021 | Feb. 26, 2020 | May 31, 2023 | May 31, 2022 | Oct. 31, 2018 | |
NOTES RECEIVABLE (Details) [Line Items] | |||||
Financing Receivable, after Allowance for Credit Loss, Current | $ 3,000,000 | $ 5,000,000 | |||
Interest Rate, Default | 15% | ||||
Proceeds from Collection of Notes Receivable | $ 348,165 | $ 2,740,820 | |||
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 | 333,333 | 2,666,670 | |||
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 | $ 14,832 | $ 74,150 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) | 12 Months Ended | |
May 31, 2023 | May 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Payments to Acquire Property, Plant, and Equipment | $ 152,275 | $ 1,104,806 |
Depreciation | 837,224 | $ 638,835 |
Impairment, Long-Lived Asset, Held-for-Use | $ 756,808 |
PROPERTY, PLANT AND EQUIPMENT_3
PROPERTY, PLANT AND EQUIPMENT (Details) - Property, Plant and Equipment - USD ($) | May 31, 2023 | May 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Less: accumulated depreciation | $ (2,687,146) | $ (2,073,449) |
Property, plant, and equipment, net | 2,913,077 | 4,342,434 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | 148,243 | 132,859 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | 148,358 | 148,358 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | 2,392,458 | 2,447,715 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | $ 2,911,164 | $ 3,686,951 |
RIGHT OF USE ASSETS AND LIABI_3
RIGHT OF USE ASSETS AND LIABILITIES - OPERATING LEASES (Details) - USD ($) | 12 Months Ended | ||||||
May 17, 2022 | Oct. 20, 2021 | May 31, 2023 | May 31, 2022 | May 31, 2021 | May 31, 2020 | May 31, 2019 | |
RIGHT OF USE ASSETS AND LIABILITIES - OPERATING LEASES (Details) [Line Items] | |||||||
Lessee, Operating Lease, Term of Contract | 9 years | ||||||
Operating Lease, Expense | $ 331,875 | $ 515,457 | |||||
Operating Lease, Right-of-Use Asset, Periodic Reduction | 353,797 | 324,904 | |||||
Operating Lease, Right-of-Use Asset | 1,641,577 | 2,154,517 | $ 4,159,621 | $ 4,159,621 | |||
Operating Lease, Liability | 1,918,287 | 4,116,221 | |||||
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability | $ 221,469 | 46,745 | $ 229,412 | $ 14,899 | $ 28,511 | ||
Operating Lease, Impairment Loss | $ 205,888 | ||||||
Minimum [Member] | |||||||
RIGHT OF USE ASSETS AND LIABILITIES - OPERATING LEASES (Details) [Line Items] | |||||||
Lessee, Operating Lease, Term of Contract | 1 year | ||||||
Operating Lease, Expense | $ 3,500 | $ 3,500 | |||||
Maximum [Member] | |||||||
RIGHT OF USE ASSETS AND LIABILITIES - OPERATING LEASES (Details) [Line Items] | |||||||
Lessee, Operating Lease, Term of Contract | 10 years 6 months | ||||||
Building and Building Improvements [Member] | |||||||
RIGHT OF USE ASSETS AND LIABILITIES - OPERATING LEASES (Details) [Line Items] | |||||||
Operating Lease, Liability | $ 4,116,221 |
RIGHT OF USE ASSETS AND LIABI_4
RIGHT OF USE ASSETS AND LIABILITIES - OPERATING LEASES (Details) - Property, Plant, and Equipment, Lessor Asset under Operating Lease - USD ($) | 12 Months Ended | |||
May 31, 2023 | May 31, 2022 | May 31, 2021 | May 31, 2019 | |
Property Plant And Equipment Lessor Asset Under Operating Lease Abstract | ||||
Right to use assets | $ 1,641,577 | $ 2,154,517 | $ 4,159,621 | $ 4,159,621 |
Amount amortized | (2,312,156) | |||
Impairment of Quinn River Lease | $ (205,888) |
RIGHT OF USE ASSETS AND LIABI_5
RIGHT OF USE ASSETS AND LIABILITIES - OPERATING LEASES (Details) - Lease, Cost - USD ($) | 12 Months Ended | 48 Months Ended | |||
May 31, 2023 | May 31, 2022 | May 31, 2023 | May 31, 2021 | May 31, 2019 | |
RIGHT OF USE ASSETS AND LIABILITIES - OPERATING LEASES (Details) - Lease, Cost [Line Items] | |||||
Right of use assset | $ 1,641,577 | $ 2,154,517 | $ 1,641,577 | $ 4,159,621 | $ 4,159,621 |
Lease liability | 4,116,221 | ||||
Amount amortized | 1,407 | (40,895) | (2,197,934) | ||
Lease liability | 1,918,287 | 1,918,287 | |||
Less: current portion | (374,004) | (309,597) | (374,004) | ||
Lease liability, non-current | 1,544,283 | $ 1,893,810 | 1,544,283 | ||
Building [Member] | |||||
RIGHT OF USE ASSETS AND LIABILITIES - OPERATING LEASES (Details) - Lease, Cost [Line Items] | |||||
Right of use assset | 1,635,285 | 1,635,285 | |||
Office Equipment [Member] | |||||
RIGHT OF USE ASSETS AND LIABILITIES - OPERATING LEASES (Details) - Lease, Cost [Line Items] | |||||
Right of use assset | $ 6,292 | $ 6,292 |
RIGHT OF USE ASSETS AND LIABI_6
RIGHT OF USE ASSETS AND LIABILITIES - OPERATING LEASES (Details) - Lessee, Operating Lease, Liability, Maturity - USD ($) | May 31, 2023 | May 31, 2019 |
Lessee Operating Lease Liability Maturity Abstract | ||
Twelve months ended May 31, 2024 | $ 528,100 | |
Twelve months ended May 31, 2025 | 520,281 | |
Twelve months ended May 31, 2026 | 451,671 | |
Twelve months ended May 31, 2027 | 227,053 | |
Twelve months ended May 31, 2028 | 232,001 | |
Thereafter | 509,752 | |
Total | 2,468,858 | |
Less: Present value discount | (550,571) | |
Lease liability | $ 1,918,287 | $ 4,116,221 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) | 12 Months Ended | |
May 31, 2023 | May 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of Intangible Assets | $ 114,909 | $ 114,905 |
Impairment of Intangible Assets, Finite-Lived | $ 866,288 | $ 0 |
INTANGIBLE ASSETS (Details) - S
INTANGIBLE ASSETS (Details) - Schedule of Finite-Lived Intangible Assets - USD ($) | 12 Months Ended | |
May 31, 2023 | May 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross | $ 1,663,593 | $ 1,663,593 |
Intangible Assets, Accumulated Amortization | (588,217) | (473,308) |
Intangible Assets, Impairment | (866,288) | 0 |
Intangible Assets, Net | 209,088 | 1,190,285 |
Goodwill [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross | 301,000 | |
Intangible Assets, Accumulated Amortization | (117,892) | |
Intangible Assets, Impairment | 0 | |
Intangible Assets, Net | 183,108 | |
Intellectual Property [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross | 319,600 | 319,600 |
Intangible Assets, Accumulated Amortization | (157,137) | (125,177) |
Intangible Assets, Impairment | (162,463) | 0 |
Intangible Assets, Net | 0 | 194,423 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross | 990,000 | 990,000 |
Intangible Assets, Accumulated Amortization | (243,375) | (193,875) |
Intangible Assets, Impairment | (663,667) | 0 |
Intangible Assets, Net | 82,958 | 796,125 |
Trademarks and Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross | 301,000 | |
Intangible Assets, Accumulated Amortization | (147,992) | |
Intangible Assets, Impairment | (40,158) | |
Intangible Assets, Net | 112,850 | |
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, Impairment | 0 | 0 |
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 | (12,713) | (9,364) |
Intangible Assets, Impairment | 0 | 0 |
Intangible Assets, Net | $ 13,280 | $ 16,629 |
INTANGIBLE ASSETS (Details) -_2
INTANGIBLE ASSETS (Details) - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense - USD ($) | May 31, 2023 | May 31, 2022 |
Schedule Of Finite Lived Intangible Assets Future Amortization Expense Abstract | ||
2024 | $ 31,036 | |
2025 | 31,036 | |
2026 | 31,036 | |
2027 | 30,972 | |
2028 | 27,700 | |
Thereafter | 57,308 | |
$ 209,088 | $ 1,190,285 |
GOODWILL (Details)
GOODWILL (Details) - USD ($) | May 31, 2023 | May 31, 2022 |
Disclosure Text Block Supplement [Abstract] | ||
Goodwill | $ 557,896 | $ 557,896 |
OTHER ASSETS (Details)
OTHER ASSETS (Details) - USD ($) | 12 Months Ended | |
May 31, 2023 | Oct. 20, 2021 | |
OTHER ASSETS (Details) [Line Items] | ||
Asset Impairment Charges | $ 1,590,742 | |
Other Assets [Member] | ||
OTHER ASSETS (Details) [Line Items] | ||
Asset Impairment Charges | $ 30,000 | |
Kealii Okamalu, LLC [Member] | ||
OTHER ASSETS (Details) [Line Items] | ||
Equity Method Investment, Ownership Percentage | 50% | 50% |
OTHER ASSETS (Details) - Schedu
OTHER ASSETS (Details) - Schedule of Other Assets - USD ($) | May 31, 2023 | May 31, 2022 |
Schedule Of Other Assets Abstract | ||
Security deposits | $ 157,500 | $ 229,500 |
Other assets | $ 157,500 | $ 229,500 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) | 12 Months Ended | |
May 31, 2023 USD ($) | May 31, 2022 USD ($) | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) [Line Items] | ||
Gain on Settlements of Accounts Payable | $ 145,106 | $ 0 |
Gain (Loss) Related to Litigation Settlement | $ 146,092 | $ 0 |
Accounts Payable [Member] | ||
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) [Line Items] | ||
Number of Vendors | 3 | |
Extinguishment of Debt, Amount | $ 231,261 | |
Settlement Amount | 137,544 | |
Gain on Settlements of Accounts Payable | 93,717 | |
Legal Fees [Member] | ||
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) [Line Items] | ||
Extinguishment of Debt, Amount | 248,031 | |
Settlement Amount | 100,000 | |
Debt Instrument, Periodic Payment | 16,666 | |
Gain (Loss) Related to Litigation Settlement | 149,092 | |
Repayments of Other Debt | 16,666 | |
Settlement Liabilities, Current | $ 83,334 |
ACCOUNTS PAYABLE AND ACCRUED _4
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - Schedule of Accounts Payable and Accrued Liabilities - USD ($) | May 31, 2023 | May 31, 2022 |
Schedule Of Accounts Payable And Accrued Liabilities Abstract | ||
Trade accounts payable | $ 1,793,585 | $ 1,414,074 |
Accrued payroll and payroll taxes | 311,505 | 323,254 |
Accrued liabilities | 623,482 | 580,570 |
Total | $ 2,728,572 | $ 2,317,898 |
LOANS PAYABLE (Details)
LOANS PAYABLE (Details) - USD ($) | 12 Months Ended | |||||||
Apr. 26, 2023 | Oct. 21, 2022 | Sep. 30, 2022 | Sep. 15, 2022 | May 31, 2023 | May 31, 2022 | Jan. 04, 2022 | Apr. 30, 2021 | |
LOANS PAYABLE (Details) [Line Items] | ||||||||
Proceeds from Loans | $ 1,717,115 | $ 2,322,875 | ||||||
Repayments of Debt | 2,356,806 | 1,393,966 | ||||||
Gain (Loss) on Extinguishment of Debt | $ 51,389 | $ 2,111,699 | (6,659,359) | 0 | ||||
Debt Instrument, Face Amount | $ 18,846,721 | $ 2,500,000 | $ 6,229,672 | |||||
Amortization of Debt Discount (Premium) | 779,096 | 277,017 | ||||||
Leaflink Financing Agreement [Member] | ||||||||
LOANS PAYABLE (Details) [Line Items] | ||||||||
Proceeds from Loans | 650,115 | |||||||
Repayments of Debt | 42,786 | 1,738,748 | ||||||
Debt Instrument, Fee Amount | 126,948 | |||||||
Loans Payable | $ 94,175 | 0 | 1,013,073 | |||||
CBR Financing Agreement [Member] | ||||||||
LOANS PAYABLE (Details) [Line Items] | ||||||||
Proceeds from Loans | 873,000 | |||||||
Repayments of Debt | 838,688 | |||||||
Loans Payable | 385,550 | 0 | ||||||
Debt Instrument, Face Amount | $ 900,000 | |||||||
Debt Instrument, Payment Terms | The loan is repayable in 48 weekly installments in the amount of $13,312.50 for weeks 1-8 and $29,287.50 for weeks 9-48 | |||||||
Debt Instrument, Unamortized Discount | $ 27,000 | 8,438 | ||||||
Amortization of Debt Discount (Premium) | 18,563 | |||||||
CBR Financing Agreement [Member] | Principal [Member] | ||||||||
LOANS PAYABLE (Details) [Line Items] | ||||||||
Repayments of Debt | 506,014 | |||||||
CBR Financing Agreement [Member] | Accrued Interest [Member] | ||||||||
LOANS PAYABLE (Details) [Line Items] | ||||||||
Repayments of Debt | 332,674 | |||||||
TVT Financing Agreement [Member] | ||||||||
LOANS PAYABLE (Details) [Line Items] | ||||||||
Proceeds from Loans | $ 194,000 | |||||||
Repayments of Debt | 183,417 | |||||||
Loans Payable | 85,830 | $ 0 | ||||||
Debt Instrument, Face Amount | $ 200,000 | |||||||
Debt Instrument, Payment Terms | The loan is repayable in 48 weekly installments in the amount of $5,916.67. | |||||||
Debt Instrument, Unamortized Discount | $ 6,000 | 2,125 | ||||||
Amortization of Debt Discount (Premium) | 3,875 | |||||||
TVT Financing Agreement [Member] | Principal [Member] | ||||||||
LOANS PAYABLE (Details) [Line Items] | ||||||||
Repayments of Debt | 112,045 | |||||||
TVT Financing Agreement [Member] | Accrued Interest [Member] | ||||||||
LOANS PAYABLE (Details) [Line Items] | ||||||||
Repayments of Debt | $ 71,372 |
NOTES PAYABLE AND CONVERTIBLE_3
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt - Convertible Debt [Member] - USD ($) | May 31, 2023 | May 31, 2022 |
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt [Line Items] | ||
Convertible Notes Payable, Gross | $ 7,606,102 | $ 19,448,821 |
Total - Convertible Notes Payable, Net of Discounts, Current Portion, net of discount | 3,853,051 | 19,448,821 |
Total - Convertible Notes Payable, Net of Discounts, Long-term Portion, net of discount | 3,753,051 | |
Navy Capital Debenture 1 [Member] | ||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt [Line Items] | ||
Convertible Notes Payable, Gross | 1,801,783 | 4,504,457 |
Navy Capital Debenture 2 [Member] | ||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt [Line Items] | ||
Convertible Notes Payable, Gross | 450,446 | 1,126,114 |
Darling Capital Debenture [Member] | ||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt [Line Items] | ||
Convertible Notes Payable, Gross | 100,000 | 599,101 |
US Convertible Debenture 7 [Member] | ||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt [Line Items] | ||
Convertible Notes Payable, Gross | $ 5,253,873 | $ 13,219,149 |
NOTES PAYABLE AND CONVERTIBLE_4
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) - Convertible Debt [Member] - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||||
Sep. 15, 2023 | Nov. 02, 2022 | Nov. 01, 2022 | Sep. 15, 2022 | Apr. 19, 2021 | Apr. 15, 2021 | Mar. 31, 2021 | Dec. 12, 2018 | Oct. 31, 2018 | Oct. 25, 2018 | Nov. 30, 2019 | May 31, 2023 | May 31, 2022 | |
Navy Capital Debenture 1 [Member] | |||||||||||||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | |||||||||||||
Amount | $ 4,000,000 | ||||||||||||
Interest rate | 8% | ||||||||||||
Dated | Oct. 31, 2018 | ||||||||||||
Conversion rate (in Dollars per share) | $ 3.2 | ||||||||||||
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 $3.20 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 $4.40. | ||||||||||||
Mature | 3 years | ||||||||||||
Accrued interest | $ 207,205 | $ 360,357 | |||||||||||
Debt Amendment | (i) the conversion price of debentures with a principal amount of $2,702,674 was reduced to $0.285 per unit, and these debentures along with accrued interest in the amount of $45,044 were converted to 9,641,118 shares of common stock and warrants to purchase 4,820,560 shares of common stock; (ii) the conversion price of the remaining debentures with a principal amount of $1,801,783 was reduced to $0.40 per share; (iii) the maturity date of 50% of the remaining debentures with a principal amount of $900,891.50 was extended to December 31, 2023, and the maturity date of 50% of the remaining debentures with a principal amount of $900,891.50 was extended to December 31, 2024; and (iv) the conversion price of the warrants issuable upon conversion of the debentures was reduced to $0.40. | (i) the conversion price of the debenture was reduced to $1.20 per unit; and (ii) the maturity date was extended from October 31, 2021 to October 31, 2022 | |||||||||||
Extinguishment of debt | $ 1,689,368 | $ 2,038,803 | |||||||||||
Interest Payments | $ 90,089 | 360,357 | |||||||||||
Converted shares (in Shares) | 9,641,118 | ||||||||||||
Converted, warrants (in Shares) | 4,820,560 | ||||||||||||
Navy Capital Debenture 1 [Member] | Principal [Member] | |||||||||||||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | |||||||||||||
Converted | $ 2,702,674 | ||||||||||||
Navy Capital Debenture 1 [Member] | Accrued Interest [Member] | |||||||||||||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | |||||||||||||
Converted | $ 45,044 | ||||||||||||
Navy Capital Debenture 2 [Member] | |||||||||||||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | |||||||||||||
Amount | $ 1,000,000 | ||||||||||||
Interest rate | 8% | ||||||||||||
Dated | Oct. 31, 2018 | ||||||||||||
Conversion rate (in Dollars per share) | $ 3.2 | ||||||||||||
Discount recorded | $ 813,724 | ||||||||||||
Convertible | (i) the conversion price of debentures with a principal amount of $675,668 was reduced to $0.285 per unit, and these debentures along with accrued interest in the amount of $11,261 were converted to 2,410,279 shares of common stock and warrants to purchase 1,205,140 shares of common stock; (ii) the conversion price of the remaining debentures with a principal amount of $450,446 was reduced to $0.40 per share; (iii) the maturity date of 50% of the remaining debentures with a principal amount of $225,223 was extended to December 31, 2023, and the maturity date of 50% of the remaining debentures with a principal amount of $225,223 was extended to December 31, 2024; and (iv) the conversion price of the warrants issuable upon conversion of the debentures was reduced to $0.40. | The U.S. Convertible Debenture 2 was convertible into Convertible Debenture Units at a conversion price of $3.20 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 $4.40 | |||||||||||
Mature | 3 years | ||||||||||||
Accrued interest | $ 51,801 | 90,089 | |||||||||||
Debt Amendment | (i) the conversion price of the debentures was reduced to $1.20 per unit; and (ii) the maturity date was extended from October 31, 2021 to October 31, 2022 | ||||||||||||
Extinguishment of debt | $ 422,331 | $ 509,700 | |||||||||||
Interest Payments | 22,522 | 90,089 | |||||||||||
Converted shares (in Shares) | 2,410,279 | ||||||||||||
Converted, warrants (in Shares) | 1,205,140 | ||||||||||||
Navy Capital Debenture 2 [Member] | Principal [Member] | |||||||||||||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | |||||||||||||
Converted | $ 675,668 | ||||||||||||
Navy Capital Debenture 2 [Member] | Accrued Interest [Member] | |||||||||||||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | |||||||||||||
Converted | $ 11,261 | ||||||||||||
Darling Capital Debenture [Member] | |||||||||||||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | |||||||||||||
Amount | $ 532,000 | ||||||||||||
Interest rate | 8% | ||||||||||||
Dated | Oct. 25, 2018 | ||||||||||||
Conversion rate (in Dollars per share) | $ 3.2 | ||||||||||||
Discount recorded | $ 416,653 | ||||||||||||
Convertible | The U.S. Convertible Debenture 4 was convertible into Convertible Debenture Units at a conversion price of $3.20 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 $4.40 | ||||||||||||
Mature | 3 years | ||||||||||||
Accrued interest | 41,900 | 47,928 | |||||||||||
Debt Amendment | (i) the conversion price of the debenture was reduced to $1.20 per unit; and (ii) the maturity date was extended from October 25, 2021 to October 25, 2022 | ||||||||||||
Extinguishment of debt | $ 271,164 | 2,384 | |||||||||||
Interest Payments | 23,964 | 47,928 | |||||||||||
Forbearance Agreement | (i) the Company will pay the lender the amount of $150,000 on November 2, 2022, and an additional $50,000 each month for the following nine months, or a total of $600,000; (ii) the default interest rate of 12% will be applied on the existing principal balances until paid in full; (iii) lender shall forbear from taking any further action based upon the existing default. As a result of this agreement, the Company capitalized $3,283 of accrued interest | ||||||||||||
Payments | 500,000 | ||||||||||||
Capitalized interest | $ 3,283 | ||||||||||||
US Convertible Debenture 7 [Member] | |||||||||||||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | |||||||||||||
Amount | $ 12,012,000 | ||||||||||||
Interest rate | 8% | ||||||||||||
Dated | Dec. 12, 2018 | ||||||||||||
Conversion rate (in Dollars per share) | $ 3.2 | ||||||||||||
Convertible | The Canaccord Debentures were convertible into Convertible Debenture Units at a conversion price of $3.20 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 $4.40 | ||||||||||||
Mature | 3 years | ||||||||||||
Accrued interest | 606,166 | 1,058,531 | |||||||||||
Debt Amendment | (i) the conversion price of debentures with a principal amount of $7,965,278 was reduced to $0.285 per unit, and these debentures along with accrued interest in the amount of $132,755 were converted to 28,414,149 shares of common stock and warrants to purchase 14,207,075 shares of common stock; (ii) the conversion price of the remaining debentures with a principal amount of $52,53,873 was reduced to $0.40 per share; (iii) the maturity date of 50% of the remaining debentures with a principal amount of $2,626,936.50 was extended to December 31, 2023, and the maturity date of 50% of the remaining debentures with a principal amount of $2,626,936.50 was extended to December 31, 2024; and (iv) the conversion price of the warrants issuable upon conversion of the debentures was reduced to $0.40. | (i) the conversion price of the debentures was reduced to $1.20 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 $4.80 per share to $2.40 per share for the preceding ten consecutive trading days; and (iv) the exercise price of the warrants issuable upon conversion was reduced from $4.40 to $1.60 and the expiration of the warrants extended until March 31, 2024 | |||||||||||
Extinguishment of debt | $ 4,547,660 | $ 3,286,012 | |||||||||||
Interest Payments | $ 264,383 | $ 1,057,532 | |||||||||||
Converted shares (in Shares) | 28,414,149 | 8,081 | 234,167 | ||||||||||
Converted, warrants (in Shares) | 14,207,075 | 4,040 | 117,084 | ||||||||||
Converted | $ 25,857 | $ 281,000 | |||||||||||
US Convertible Debenture 7 [Member] | Principal [Member] | |||||||||||||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | |||||||||||||
Converted | $ 7,965,278 | ||||||||||||
US Convertible Debenture 7 [Member] | Accrued Interest [Member] | |||||||||||||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | |||||||||||||
Converted | $ 132,755 | ||||||||||||
Conversion Options [Member] | Navy Capital Debenture 1 [Member] | |||||||||||||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | |||||||||||||
Extinguishment of debt | $ 894,090 | ||||||||||||
Conversion Options [Member] | Navy Capital Debenture 2 [Member] | |||||||||||||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | |||||||||||||
Extinguishment of debt | 223,515 | ||||||||||||
Conversion Options [Member] | US Convertible Debenture 7 [Member] | |||||||||||||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | |||||||||||||
Extinguishment of debt | 2,623,852 | ||||||||||||
Note Warrant [Member] | Navy Capital Debenture 1 [Member] | |||||||||||||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | |||||||||||||
Extinguishment of debt | 795,278 | ||||||||||||
Note Warrant [Member] | Navy Capital Debenture 2 [Member] | |||||||||||||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | |||||||||||||
Extinguishment of debt | 198,816 | ||||||||||||
Note Warrant [Member] | US Convertible Debenture 7 [Member] | |||||||||||||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | |||||||||||||
Extinguishment of debt | $ 1,923,808 |
NOTES PAYABLE AND CONVERTIBLE_5
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Schedule of Amortization of Debt Discount - USD ($) | 12 Months Ended | |
May 31, 2023 | May 31, 2022 | |
Convertible Debt [Member] | ||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Schedule of Amortization of Debt Discount [Line Items] | ||
Discounts on notes payable amortized to interest expense | $ 0 | $ 35,496 |
NOTES PAYABLE (Details) - Sched
NOTES PAYABLE (Details) - Schedule of Debt - Notes Payable, Other Payables [Member] - USD ($) | 12 Months Ended | |
May 31, 2023 | May 31, 2022 | |
NOTES PAYABLE (Details) - Schedule of Debt [Line Items] | ||
Debenture | $ 2,500,000 | $ 2,500,000 |
Original Issue Discount | 1,875,000 | 1,875,000 |
Notes Payable, Gross | 4,375,000 | 4,375,000 |
Less: Discount | (902,339) | (1,681,434) |
Notes Payable, Net of Discount | 3,472,661 | 2,693,566 |
Total – Notes Payable, Net of Discounts, Current Portion | 1,439,584 | |
Total – Convertible Notes Payable, Net of Discounts | 2,033,077 | 2,693,566 |
Debenture 1 [Member] | ||
NOTES PAYABLE (Details) - Schedule of Debt [Line Items] | ||
Debenture | 250,000 | 250,000 |
Debenture 2 [Member] | ||
NOTES PAYABLE (Details) - Schedule of Debt [Line Items] | ||
Debenture | 250,000 | 250,000 |
Debenture 3 [Member] | ||
NOTES PAYABLE (Details) - Schedule of Debt [Line Items] | ||
Debenture | 500,000 | 500,000 |
Debenture 4 [Member] | ||
NOTES PAYABLE (Details) - Schedule of Debt [Line Items] | ||
Debenture | 500,000 | 500,000 |
Debenture 5 [Member] | ||
NOTES PAYABLE (Details) - Schedule of Debt [Line Items] | ||
Debenture | 500,000 | 500,000 |
Debenture 6 [Member] | ||
NOTES PAYABLE (Details) - Schedule of Debt [Line Items] | ||
Debenture | $ 500,000 | $ 500,000 |
NOTES PAYABLE (Details) - Sch_2
NOTES PAYABLE (Details) - Schedule of Debt (Parentheticals) - USD ($) | 1 Months Ended | 2 Months Ended | 12 Months Ended | |||||||
Sep. 15, 2022 | Jan. 04, 2022 | Dec. 21, 2021 | Dec. 01, 2021 | Jan. 04, 2022 | Mar. 31, 2018 | May 31, 2023 | May 31, 2022 | Apr. 30, 2021 | Dec. 21, 2012 | |
NOTES PAYABLE (Details) - Schedule of Debt (Parentheticals) [Line Items] | ||||||||||
Amount | $ 18,846,721 | $ 2,500,000 | $ 2,500,000 | $ 6,229,672 | ||||||
Warrants (in Shares) | 6,025,700 | 757,576 | 51,310 | |||||||
Warrants at an exercise price of (in Dollars per share) | $ 0.4 | $ 1.65 | $ 1.65 | |||||||
Discount charged to operations | $ 779,096 | $ 277,017 | ||||||||
Interest payments | 3,283 | 0 | ||||||||
Notes Payable, Other Payables [Member] | ||||||||||
NOTES PAYABLE (Details) - Schedule of Debt (Parentheticals) [Line Items] | ||||||||||
Interest payments | $ 47,917 | 0 | ||||||||
Debenture 1 [Member] | Notes Payable, Other Payables [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% | |||||||||
Warrants (in Shares) | 75,758 | |||||||||
Maturity | Jul. 10, 2024 | |||||||||
Warrants at an exercise price of (in Dollars per share) | $ 1.65 | |||||||||
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 | |||||||||
Original issue discount | $ 187,500 | |||||||||
original issue discount was charged to operations | $ 72,581 | 36,290 | ||||||||
Accrued interest | 37,500 | 18,750 | ||||||||
Discount charged to operations | 6,667 | 3,334 | ||||||||
Interest payments | $ 50,000 | 0 | ||||||||
Debenture 2 [Member] | Notes Payable, Other Payables [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% | |||||||||
Warrants (in Shares) | 75,758 | |||||||||
Maturity | Jul. 10, 2024 | |||||||||
Warrants at an exercise price of (in Dollars per share) | $ 1.65 | |||||||||
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 | |||||||||
Original issue discount | $ 187,500 | |||||||||
original issue discount was charged to operations | $ 72,581 | 30,242 | ||||||||
Accrued interest | 37,500 | 16,563 | ||||||||
Discount charged to operations | $ 4,037 | 1,682 | ||||||||
Debenture 3 [Member] | Notes Payable, Other Payables [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% | |||||||||
Warrants (in Shares) | 151,516 | |||||||||
Maturity | Jul. 10, 2024 | |||||||||
Warrants at an exercise price of (in Dollars per share) | $ 1.65 | |||||||||
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 | |||||||||
Original issue discount | $ 375,000 | |||||||||
original issue discount was charged to operations | $ 145,161 | 60,484 | ||||||||
Accrued interest | 75,000 | 33,125 | ||||||||
Discount charged to operations | 7,485 | 3,118 | ||||||||
Interest payments | 95,625 | 0 | ||||||||
Debenture 4 [Member] | ||||||||||
NOTES PAYABLE (Details) - Schedule of Debt (Parentheticals) [Line Items] | ||||||||||
Accrued interest | $ 75,000 | 30,417 | ||||||||
Debenture 4 [Member] | Notes Payable, Other Payables [Member] | ||||||||||
NOTES PAYABLE (Details) - Schedule of Debt (Parentheticals) [Line Items] | ||||||||||
Amount | $ 500,000 | $ 500,000 | ||||||||
Interest payable | payable quarterly commencing six months after issuanc | |||||||||
Interest Rate | 15% | 15% | ||||||||
Warrants (in Shares) | 151,516 | |||||||||
Maturity | Jul. 10, 2024 | |||||||||
Warrants at an exercise price of (in Dollars per share) | $ 1.65 | $ 1.65 | ||||||||
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 | $ 17,154 | ||||||||
Original issue discount | 375,000 | 375,000 | ||||||||
original issue discount was charged to operations | $ 150,000 | 50,000 | ||||||||
Discount charged to operations | 6,862 | 2,287 | ||||||||
Interest payments | $ 92,917 | 0 | ||||||||
Debenture 5 [Member] | Notes Payable, Other Payables [Member] | ||||||||||
NOTES PAYABLE (Details) - Schedule of Debt (Parentheticals) [Line Items] | ||||||||||
Amount | $ 500,000 | $ 500,000 | ||||||||
Interest payable | payable quarterly commencing six months after issuance | |||||||||
Interest Rate | 15% | 15% | ||||||||
Warrants (in Shares) | 151,516 | |||||||||
Maturity | Jul. 10, 2024 | |||||||||
Warrants at an exercise price of (in Dollars per share) | $ 1.65 | $ 1.65 | ||||||||
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 | $ 17,154 | ||||||||
Original issue discount | 375,000 | 375,000 | ||||||||
original issue discount was charged to operations | $ 150,000 | 50,000 | ||||||||
Accrued interest | 75,000 | 30,417 | ||||||||
Discount charged to operations | 6,862 | 2,287 | ||||||||
Interest payments | $ 92,917 | 0 | ||||||||
Debenture 6 [Member] | Notes Payable, Other Payables [Member] | ||||||||||
NOTES PAYABLE (Details) - Schedule of Debt (Parentheticals) [Line Items] | ||||||||||
Amount | $ 500,000 | $ 500,000 | ||||||||
Interest payable | payable quarterly commencing six months after issuance, | |||||||||
Interest Rate | 15% | 15% | ||||||||
Warrants (in Shares) | 151,516 | |||||||||
Maturity | Jul. 10, 2024 | |||||||||
Warrants at an exercise price of (in Dollars per share) | $ 1.65 | $ 1.65 | ||||||||
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 | $ 17,154 | ||||||||
Original issue discount | $ 375,000 | $ 375,000 | ||||||||
original issue discount was charged to operations | $ 150,000 | 50,000 | ||||||||
Accrued interest | 75,000 | 30,417 | ||||||||
Discount charged to operations | 6,862 | 2,287 | ||||||||
Interest payments | $ 92,917 | $ 0 |
NOTES PAYABLE (Details) - Sch_3
NOTES PAYABLE (Details) - Schedule of Amortization of Debt Discount - USD ($) | 12 Months Ended | |
May 31, 2023 | May 31, 2022 | |
Schedule Of Amortization Of Debt Discount Abstract | ||
Discounts on notes payable amortized to interest expense | $ 779,096 | $ 277,017 |
NOTES PAYABLE (Details) - Sch_4
NOTES PAYABLE (Details) - Schedule of Maturities of Long-term Debt | May 31, 2023 USD ($) |
Schedule Of Maturities Of Long Term Debt Abstract | |
2024 | $ 5,292,635 |
2025 | 4,813,467 |
2026 | 375,000 |
2027 | 375,000 |
2028 | 375,000 |
Thereafter | 750,000 |
Total | $ 11,981,102 |
LEASE LIABILITIES - FINANCING_3
LEASE LIABILITIES - FINANCING LEASES (Details) - Finance Lease - USD ($) | May 31, 2023 | May 31, 2022 |
LEASE LIABILITIES - FINANCING LEASES (Details) - Finance Lease [Line Items] | ||
Financing lease obligation | $ 287,167 | $ 348,993 |
Current portion | 86,887 | 71,813 |
Long-term maturities | 200,280 | 277,180 |
Finance Lease #1 [Member] | ||
LEASE LIABILITIES - FINANCING LEASES (Details) - Finance Lease [Line Items] | ||
Financing lease obligation | 277,180 | 348,993 |
Finance Lease #2 [Member] | ||
LEASE LIABILITIES - FINANCING LEASES (Details) - Finance Lease [Line Items] | ||
Financing lease obligation | $ 9,987 | $ 0 |
LEASE LIABILITIES - FINANCING_4
LEASE LIABILITIES - FINANCING LEASES (Details) - Finance Lease (Parentheticals) - USD ($) | 12 Months Ended | ||
Mar. 14, 2022 | May 31, 2023 | May 31, 2022 | |
Finance Lease #1 [Member] | |||
LEASE LIABILITIES - FINANCING LEASES (Details) - Finance Lease (Parentheticals) [Line Items] | |||
Original amount | $ 359,900 | ||
Payable | forty-eight monthly installments of $10,173 | ||
interest rate | 15.89% | ||
Principal payments | $ 71,813 | $ 10,907 | |
Interest payments | 50,263 | $ 9,439 | |
Finance Lease #2 [Member] | |||
LEASE LIABILITIES - FINANCING LEASES (Details) - Finance Lease (Parentheticals) [Line Items] | |||
Original amount | $ 12,400 | ||
Payable | forty-eight monthly installments of $350 | ||
interest rate | 15.78% | ||
Principal payments | $ 639 | ||
Interest payments | $ 411 |
LEASE LIABILITIES - FINANCING_5
LEASE LIABILITIES - FINANCING LEASES (Details) - Finance Lease, Liability, Fiscal Year Maturity | May 31, 2023 USD ($) |
Finance Lease Liability Fiscal Year Maturity Abstract | |
2024 | $ 86,887 |
2025 | 101,707 |
2026 | 98,573 |
2026 | 0 |
2028 | 0 |
Thereafter | 0 |
Total | $ 287,167 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 7 Months Ended | 12 Months Ended | ||||||||||||
May 31, 2023 | Apr. 26, 2023 | Sep. 15, 2022 | Aug. 17, 2022 | Feb. 04, 2022 | Jun. 17, 2021 | Apr. 15, 2021 | Mar. 31, 2021 | Jan. 04, 2022 | Mar. 31, 2018 | Sep. 14, 2022 | May 31, 2023 | May 31, 2022 | Oct. 31, 2021 | Apr. 30, 2021 | Dec. 12, 2018 | |
STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||
Common Stock, Shares Authorized | 187,500,000 | 750,000,000 | 187,500,000 | 187,500,000 | ||||||||||||
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||
Preferred Stock, Shares Authorized | 5,000,000 | 20,000,000 | 5,000,000 | 5,000,000 | ||||||||||||
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||
Common Stock, Shares, Outstanding | 72,543,141 | 290,070,272 | 72,543,141 | 32,052,021 | ||||||||||||
Stockholders' Equity, Reverse Stock Split | 1-for-4 | |||||||||||||||
Stock Issued During Period, Shares, Reverse Stock Splits | 574 | |||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 12,051,397 | |||||||||||||||
Class of Warrant or Rights, Granted | 6,025,700 | 757,576 | 51,310 | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 0.4 | $ 1.65 | ||||||||||||||
Debt Conversion, Original Debt, Amount (in Dollars) | $ 3,434,647 | $ 11,532,680 | $ 281,000 | |||||||||||||
Gain (Loss) on Extinguishment of Debt (in Dollars) | $ 51,389 | 2,111,699 | $ (6,659,359) | $ 0 | ||||||||||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 12,500 | 12,500 | 12,500 | |||||||||||||
Shares Issued, Value, Share-Based Payment Arrangement, before Forfeiture (in Dollars) | $ 656 | |||||||||||||||
Debt Instrument, Face Amount (in Dollars) | $ 18,846,721 | $ 2,500,000 | $ 6,229,672 | |||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.4 | $ 1.2 | $ 1.2 | $ 1.2 | $ 3.2 | $ 3.2 | ||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 6,801,298 | 2,595,697 | 5,629,094 | 3,400,652 | 973,387 | 2,102,100 | ||||||||||
Warrant Description | each warrant issuable pursuant to the conversion of such debentures is exercisable for one share of the Company’s common stock at a price of $0.40 per share | 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 $1.65 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 $1.60 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 $1.65 per share for three years after its date of issuance | ||||||||||||
Warrants and Rights Outstanding, Term | 3 years | |||||||||||||||
Principal [Member] | ||||||||||||||||
STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||
Debt Conversion, Original Debt, Amount (in Dollars) | $ 3,378,342 | |||||||||||||||
Accrued Interest [Member] | ||||||||||||||||
STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||
Debt Conversion, Original Debt, Amount (in Dollars) | $ 56,305 | |||||||||||||||
WestPark Capital Inc [Member] | ||||||||||||||||
STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||
Unit, Description | Each unit consists of four shares of common stock and one warrant to purchase a share of common stock for $3. | |||||||||||||||
Canaccord Debentures [Member] | ||||||||||||||||
STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 28,414,149 | 234,167 | ||||||||||||||
Class of Warrant or Rights, Granted | 14,207,075 | 117,083 | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 0.4 | $ 1.1 | ||||||||||||||
Debt Conversion, Original Debt, Amount (in Dollars) | $ 8,098,033 | $ 281,000 | ||||||||||||||
Gain (Loss) on Extinguishment of Debt (in Dollars) | (4,547,660) | |||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.4 | |||||||||||||||
Warrants and Rights Outstanding, Term | 3 years | |||||||||||||||
Canaccord Debentures [Member] | Principal [Member] | ||||||||||||||||
STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||
Debt Conversion, Original Debt, Amount (in Dollars) | 7,965,278 | |||||||||||||||
Canaccord Debentures [Member] | Accrued Interest [Member] | ||||||||||||||||
STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||
Debt Conversion, Original Debt, Amount (in Dollars) | 132,755 | |||||||||||||||
Conversion Options [Member] | ||||||||||||||||
STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||
Gain (Loss) on Extinguishment of Debt (in Dollars) | 1,117,606 | |||||||||||||||
Conversion Options [Member] | Canaccord Debentures [Member] | ||||||||||||||||
STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||
Gain (Loss) on Extinguishment of Debt (in Dollars) | 2,623,852 | |||||||||||||||
Note Warrant [Member] | ||||||||||||||||
STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||
Gain (Loss) on Extinguishment of Debt (in Dollars) | 994,093 | |||||||||||||||
Note Warrant [Member] | Canaccord Debentures [Member] | ||||||||||||||||
STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||
Gain (Loss) on Extinguishment of Debt (in Dollars) | $ 1,923,808 | |||||||||||||||
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) | $ 5 | |||||||||||||||
Executive Vice President of Finance [Member] | ||||||||||||||||
STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 12,500 | 12,500 | 12,500 | 12,500 | ||||||||||||
Shares Issued, Value, Share-Based Payment Arrangement, before Forfeiture (in Dollars) | $ 4,390 | $ 4,390 | $ 4,390 | $ 4,390 | ||||||||||||
Number of Shares to be Issued | 12,500 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) - Fair Value, Assets and Liabilities Measured on Nonrecurring Basis, Valuation Techniques | Sep. 15, 2022 $ / shares |
Canaccord Debentures [Member] | Pre-Modification [Member] | |
STOCKHOLDERS' EQUITY (Details) - Fair Value, Assets and Liabilities Measured on Nonrecurring Basis, Valuation Techniques [Line Items] | |
Valuation Date | Sep. 15, 2022 |
Stock Price (in Dollars per share) | $ 0.28 |
Canaccord Debentures [Member] | Pre-Modification [Member] | Measurement Input, Price Volatility [Member] | |
STOCKHOLDERS' EQUITY (Details) - Fair Value, Assets and Liabilities Measured on Nonrecurring Basis, Valuation Techniques [Line Items] | |
Volatility | 164.5 |
Risk-Free Rate | 164.5 |
High-Yield Cash Rate (less RFR) | 164.5 |
Term Remaining | 164.5 |
Canaccord Debentures [Member] | Pre-Modification [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
STOCKHOLDERS' EQUITY (Details) - Fair Value, Assets and Liabilities Measured on Nonrecurring Basis, Valuation Techniques [Line Items] | |
Volatility | 3.54 |
Risk-Free Rate | 3.54 |
High-Yield Cash Rate (less RFR) | 3.54 |
Term Remaining | 3.54 |
Canaccord Debentures [Member] | Pre-Modification [Member] | High-Yield Cash Rate [Member] | |
STOCKHOLDERS' EQUITY (Details) - Fair Value, Assets and Liabilities Measured on Nonrecurring Basis, Valuation Techniques [Line Items] | |
Volatility | 11.03 |
Risk-Free Rate | 11.03 |
High-Yield Cash Rate (less RFR) | 11.03 |
Term Remaining | 11.03 |
Canaccord Debentures [Member] | Pre-Modification [Member] | Measurement Input, Expected Term [Member] | |
STOCKHOLDERS' EQUITY (Details) - Fair Value, Assets and Liabilities Measured on Nonrecurring Basis, Valuation Techniques [Line Items] | |
Volatility | 0.24 |
Risk-Free Rate | 0.24 |
High-Yield Cash Rate (less RFR) | 0.24 |
Term Remaining | 0.24 |
Canaccord Debentures [Member] | Post-Modification [Member] | |
STOCKHOLDERS' EQUITY (Details) - Fair Value, Assets and Liabilities Measured on Nonrecurring Basis, Valuation Techniques [Line Items] | |
Valuation Date | Sep. 15, 2022 |
Stock Price (in Dollars per share) | $ 0.28 |
Canaccord Debentures [Member] | Post-Modification [Member] | Measurement Input, Price Volatility [Member] | |
STOCKHOLDERS' EQUITY (Details) - Fair Value, Assets and Liabilities Measured on Nonrecurring Basis, Valuation Techniques [Line Items] | |
Volatility | 125.2 |
Risk-Free Rate | 125.2 |
High-Yield Cash Rate (less RFR) | 125.2 |
Term Remaining | 125.2 |
Canaccord Debentures [Member] | Post-Modification [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
STOCKHOLDERS' EQUITY (Details) - Fair Value, Assets and Liabilities Measured on Nonrecurring Basis, Valuation Techniques [Line Items] | |
Volatility | 3.57 |
Risk-Free Rate | 3.57 |
High-Yield Cash Rate (less RFR) | 3.57 |
Term Remaining | 3.57 |
Canaccord Debentures [Member] | Post-Modification [Member] | High-Yield Cash Rate [Member] | |
STOCKHOLDERS' EQUITY (Details) - Fair Value, Assets and Liabilities Measured on Nonrecurring Basis, Valuation Techniques [Line Items] | |
Volatility | 11.03 |
Risk-Free Rate | 11.03 |
High-Yield Cash Rate (less RFR) | 11.03 |
Term Remaining | 11.03 |
Canaccord Debentures [Member] | Post-Modification [Member] | Measurement Input, Expected Term [Member] | |
STOCKHOLDERS' EQUITY (Details) - Fair Value, Assets and Liabilities Measured on Nonrecurring Basis, Valuation Techniques [Line Items] | |
Volatility | 2.29 |
Risk-Free Rate | 2.29 |
High-Yield Cash Rate (less RFR) | 2.29 |
Term Remaining | 2.29 |
U.S. Capital Debentures [Member] | Pre-Modification [Member] | |
STOCKHOLDERS' EQUITY (Details) - Fair Value, Assets and Liabilities Measured on Nonrecurring Basis, Valuation Techniques [Line Items] | |
Valuation Date | Sep. 15, 2022 |
Stock Price (in Dollars per share) | $ 0.28 |
U.S. Capital Debentures [Member] | Pre-Modification [Member] | Measurement Input, Price Volatility [Member] | |
STOCKHOLDERS' EQUITY (Details) - Fair Value, Assets and Liabilities Measured on Nonrecurring Basis, Valuation Techniques [Line Items] | |
Volatility | 143.8 |
Risk-Free Rate | 143.8 |
High-Yield Cash Rate (less RFR) | 143.8 |
Term Remaining | 143.8 |
U.S. Capital Debentures [Member] | Pre-Modification [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
STOCKHOLDERS' EQUITY (Details) - Fair Value, Assets and Liabilities Measured on Nonrecurring Basis, Valuation Techniques [Line Items] | |
Volatility | 3.54 |
Risk-Free Rate | 3.54 |
High-Yield Cash Rate (less RFR) | 3.54 |
Term Remaining | 3.54 |
U.S. Capital Debentures [Member] | Pre-Modification [Member] | High-Yield Cash Rate [Member] | |
STOCKHOLDERS' EQUITY (Details) - Fair Value, Assets and Liabilities Measured on Nonrecurring Basis, Valuation Techniques [Line Items] | |
Volatility | 11.03 |
Risk-Free Rate | 11.03 |
High-Yield Cash Rate (less RFR) | 11.03 |
Term Remaining | 11.03 |
U.S. Capital Debentures [Member] | Pre-Modification [Member] | Measurement Input, Expected Term [Member] | |
STOCKHOLDERS' EQUITY (Details) - Fair Value, Assets and Liabilities Measured on Nonrecurring Basis, Valuation Techniques [Line Items] | |
Volatility | 0.13 |
Risk-Free Rate | 0.13 |
High-Yield Cash Rate (less RFR) | 0.13 |
Term Remaining | 0.13 |
U.S. Capital Debentures [Member] | Post-Modification [Member] | |
STOCKHOLDERS' EQUITY (Details) - Fair Value, Assets and Liabilities Measured on Nonrecurring Basis, Valuation Techniques [Line Items] | |
Valuation Date | Sep. 15, 2022 |
Stock Price (in Dollars per share) | $ 0.28 |
U.S. Capital Debentures [Member] | Post-Modification [Member] | Measurement Input, Price Volatility [Member] | |
STOCKHOLDERS' EQUITY (Details) - Fair Value, Assets and Liabilities Measured on Nonrecurring Basis, Valuation Techniques [Line Items] | |
Volatility | 125.2 |
Risk-Free Rate | 125.2 |
High-Yield Cash Rate (less RFR) | 125.2 |
Term Remaining | 125.2 |
U.S. Capital Debentures [Member] | Post-Modification [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
STOCKHOLDERS' EQUITY (Details) - Fair Value, Assets and Liabilities Measured on Nonrecurring Basis, Valuation Techniques [Line Items] | |
Volatility | 3.57 |
Risk-Free Rate | 3.57 |
High-Yield Cash Rate (less RFR) | 3.57 |
Term Remaining | 3.57 |
U.S. Capital Debentures [Member] | Post-Modification [Member] | High-Yield Cash Rate [Member] | |
STOCKHOLDERS' EQUITY (Details) - Fair Value, Assets and Liabilities Measured on Nonrecurring Basis, Valuation Techniques [Line Items] | |
Volatility | 11.03 |
Risk-Free Rate | 11.03 |
High-Yield Cash Rate (less RFR) | 11.03 |
Term Remaining | 11.03 |
U.S. Capital Debentures [Member] | Post-Modification [Member] | Measurement Input, Expected Term [Member] | |
STOCKHOLDERS' EQUITY (Details) - Fair Value, Assets and Liabilities Measured on Nonrecurring Basis, Valuation Techniques [Line Items] | |
Volatility | 2.29 |
Risk-Free Rate | 2.29 |
High-Yield Cash Rate (less RFR) | 2.29 |
Term Remaining | 2.29 |
STOCKHOLDERS' EQUITY (Details_2
STOCKHOLDERS' EQUITY (Details) - Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range - $ / shares | 12 Months Ended | |||||
May 31, 2021 | May 31, 2023 | May 31, 2022 | Sep. 15, 2022 | Jan. 04, 2022 | May 30, 2021 | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||||
Exercise Price | $ 0.4 | $ 1.65 | ||||
Number of warrants outstanding (in Shares) | 21,181,449 | 1,729,924 | 13,499,411 | |||
Weighted average remaining contractual life | 2 years 3 months 7 days | |||||
Weighted average exercise price of outstanding warrants | $ 2.12 | $ 0.46 | $ 1.98 | |||
Number of warrants exercisable (in Shares) | 21,181,449 | |||||
Weighted average exercise price of exercisable warrants | $ 0.46 | |||||
Warrants Exercisable at $0.40 [Member] | ||||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||||
Number of warrants outstanding (in Shares) | 20,232,775 | |||||
Weighted average remaining contractual life | 2 years 3 months 18 days | |||||
Weighted average exercise price of outstanding warrants | $ 0.4 | |||||
Number of warrants exercisable (in Shares) | 20,232,775 | |||||
Weighted average exercise price of exercisable warrants | $ 0.4 | |||||
Warrants Exercisable at $1.60[Member] | ||||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||||
Number of warrants outstanding (in Shares) | 191,094 | |||||
Weighted average remaining contractual life | 2 years 3 months 18 days | |||||
Weighted average exercise price of outstanding warrants | $ 1.6 | |||||
Number of warrants exercisable (in Shares) | 191,094 | |||||
Weighted average exercise price of exercisable warrants | $ 1.6 | |||||
Warrants Exercisable at $1.65 [Member] | ||||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||||
Number of warrants outstanding (in Shares) | 757,580 | |||||
Weighted average remaining contractual life | 1 year 6 months 29 days | |||||
Weighted average exercise price of outstanding warrants | $ 1.65 | |||||
Number of warrants exercisable (in Shares) | 757,580 | |||||
Weighted average exercise price of exercisable warrants | $ 1.65 | |||||
Minimum [Member] | Warrants Exercisable at $0.40 [Member] | ||||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||||
Exercise Price | 0.4 | |||||
Minimum [Member] | Warrants Exercisable at $1.60[Member] | ||||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||||
Exercise Price | 1.6 | |||||
Minimum [Member] | Warrants Exercisable at $1.65 [Member] | ||||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||||
Exercise Price | $ 1.65 |
STOCKHOLDERS' EQUITY (Details_3
STOCKHOLDERS' EQUITY (Details) - Schedule of Stockholders' Equity Note, Warrants or Rights - $ / shares | 12 Months Ended | ||
May 31, 2021 | May 31, 2023 | May 31, 2022 | |
Schedule Of Stockholders Equity Note Warrants Or Rights Abstract | |||
Warrants outstanding, Number of Shares | 13,499,411 | 1,729,924 | |
Warrants outstanding, Weighted Average Exercise Price | $ 2.12 | $ 0.46 | $ 1.98 |
Granted, Number of Shares | 20,232,775 | 874,666 | |
Granted, Weighted Average Exercise Price | $ 0.4 | $ 1.65 | |
Exercised, Number of Shares | 0 | 0 | |
Exercised, Weighted Average Exercise Price | $ 0 | $ 0 | |
Cancelled / Expired, Number of Shares | (781,250) | (12,644,153) | |
Cancelled / Expired, Weighted Average Exercise Price | $ 0.6 | $ 2.09 | |
Warrants outstanding, Number of Shares | 21,181,449 | 1,729,924 |
FAIR VALUE OF FINANCIAL INSTR_3
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis - USD ($) | May 31, 2023 | May 31, 2022 |
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 ($) | 12 Months Ended | |||
May 31, 2023 | Aug. 17, 2022 | May 31, 2023 | May 31, 2022 | |
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||
Employee-related Liabilities, Current | $ 311,505 | $ 311,505 | $ 323,254 | |
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture (in Shares) | 12,500 | 12,500 | 12,500 | |
Related Party Transaction, Amounts of Transaction | $ 36,000 | |||
Former Officer [Member] | ||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||
Employee-related Liabilities, Current | $ 16,250 | 16,250 | $ 16,250 | |
Director [Member] | ||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||
Related Party Transaction, Amounts of Transaction | $ 12,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | May 31, 2023 | May 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Operating Loss Carryforwards | $ 15,938,966 | $ 12,204,928 |
INCOME TAXES (Details) - Schedu
INCOME TAXES (Details) - Schedule of Components of Income Tax Expense (Benefit) - USD ($) | 12 Months Ended | |
May 31, 2023 | May 31, 2022 | |
Schedule Of Components Of Income Tax Expense Benefit Abstract | ||
Revenue | $ 23,133,607 | $ 22,662,895 |
Directly attributable costs | (12,558,964) | (12,941,530) |
Deferred | $ 10,574,643 | $ 9,721,365 |
Effective tax rate | 21% | 21% |
Tax expense | $ 2,220,675 | $ 2,041,487 |
INCOME TAXES (Details) - Sche_2
INCOME TAXES (Details) - Schedule of Deferred Tax Assets and Liabilities - USD ($) | 12 Months Ended | |
May 31, 2023 | May 31, 2022 | |
Schedule Of Deferred Tax Assets And Liabilities Abstract | ||
Federal and state statutory tax | 21% | 21% |
Net operating loss carryforward | $ 3,347,183 | $ 2,563,035 |
Valuation allowance for deferred tax assets | (3,347,183) | (2,563,035) |
Deferred tax assets | $ 0 | $ 0 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | 1 Months Ended | 9 Months Ended | 12 Months Ended | 50 Months Ended | ||||||||||||||
Mar. 01, 2023 USD ($) | Sep. 01, 2022 USD ($) | May 17, 2022 USD ($) | May 01, 2022 USD ($) | Feb. 04, 2022 USD ($) shares | Oct. 27, 2021 USD ($) | Oct. 20, 2021 USD ($) a | Oct. 01, 2019 USD ($) | Jun. 06, 2019 USD ($) | Mar. 01, 2019 USD ($) shares | Feb. 29, 2020 USD ($) ft² | Feb. 28, 2019 USD ($) ft² | Jan. 31, 2018 USD ($) ft² | Feb. 28, 2019 USD ($) ft² | May 31, 2023 USD ($) | May 31, 2022 USD ($) | Feb. 29, 2020 USD ($) ft² | Apr. 17, 2017 ft² | |
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||||||||||||||||||
Area of Real Estate Property | a | 20 | |||||||||||||||||
Lessee, Operating Lease, Term of Contract | 9 years | |||||||||||||||||
Operating Lease, Expense | $ 331,875 | $ 515,457 | ||||||||||||||||
Loss Contingency Accrual, Provision | $ 10,000 | |||||||||||||||||
Employee-related Liabilities, Current | $ 311,505 | 323,254 | ||||||||||||||||
Minimum [Member] | ||||||||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||||||||||||||||||
Lessee, Operating Lease, Term of Contract | 1 year | |||||||||||||||||
Operating Lease, Expense | $ 3,500 | $ 3,500 | ||||||||||||||||
Maximum [Member] | ||||||||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||||||||||||||||||
Lessee, Operating Lease, Term of Contract | 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 | |||||||||||||||||
Chief Executive Officer [Member] | ||||||||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||||||||||||||||||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | $ 325,000 | $ 250,000 | $ 200,000 | $ 175,000 | ||||||||||||||
Deferred Compensation Arrangement with Individual, Description | Further, he is entitled to receive a performance bonus equal to 2% of the Company’s annual EBITDA up to a maximum annual cash compensation of $1 million including Base Salary. | The amendment also provides that in addition to his base salary, Mr. Glashow is entitled to receive, on an annual basis, a performance-based bonus equal to two percent (2%) of the Company’s annual EBITDA up to a maximum annual cash compensation of $1 million including base salary, and annual stock options, exercisable at the fair market value of the Company’s common stock on the effective date of grant, in an amount equal to 2% of the Company’s EBITDA up to $42.5 million and 4% of its annual EBITDA in excess of $42.5 million. Additionally, the amendment provides for certain change of control provisions, including a payment of up to three years base salary and bonuses up to a maximum of $1,000,000, if Mr. Glashow resigns or is terminated in connection with a change in control of the Company | performance bonus equal to 1% of the Company’s annual EBITDA, and annual restricted stock awards in an amount equal to 1% of the Company’s annual EBITDA | |||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in Shares) | shares | 500,000 | |||||||||||||||||
Chief Executive Officer [Member] | One TIme Signing Bonus [Member] | ||||||||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||||||||||||||||||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | $ 50,000 | |||||||||||||||||
Chief Executive Officer [Member] | Health Insurance Allowance [Member] | ||||||||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||||||||||||||||||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | $ 1,500 | |||||||||||||||||
Chief Executive Officer [Member] | Automobile Allowance [Member] | ||||||||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||||||||||||||||||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | $ 1,200 | |||||||||||||||||
Executive Vice President of Finance [Member] | ||||||||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||||||||||||||||||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | $ 137,500 | $ 117,500 | $ 70,000 | |||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in Shares) | shares | 12,500 | |||||||||||||||||
Former Officer [Member] | ||||||||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||||||||||||||||||
Employee-related Liabilities, Current | $ 16,250 | $ 16,250 | ||||||||||||||||
Building [Member] | ||||||||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||||||||||||||||||
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 Lease, Expense | $ 2,084 | $ 1,867 | ||||||||||||||||
Operating Lease, Annual Increase | 3% | |||||||||||||||||
Building [Member] | Las Vegas, NV #1 [Member] | Minimum [Member] | ||||||||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||||||||||||||||||
Operating Lease, Expense | $ 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 | ||||||||||||||||
Lessee, Operating Lease, Term of Contract | 18 months | 18 months | ||||||||||||||||
Operating Lease, Expense | 3,649 | |||||||||||||||||
Operating Lease, Annual Increase | 3% | 4% | ||||||||||||||||
Building [Member] | Las Vegas, NV #3 [Member] | Minimum [Member] | ||||||||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||||||||||||||||||
Operating Leases, Rent Expense, Minimum Rentals | $ 3,210 | |||||||||||||||||
Building [Member] | Las Vegas, NV #4 [Member] | ||||||||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||||||||||||||||||
Area of Real Estate Property | ft² | 22,000 | 22,000 | ||||||||||||||||
Lessee, Operating Lease, Term of Contract | 5 years | 5 years | ||||||||||||||||
Building [Member] | Las Vegas, NV #4 [Member] | Minimum [Member] | ||||||||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||||||||||||||||||
Operating Lease, Expense | $ 11,000 | |||||||||||||||||
Building [Member] | Las Vegas, NV #4 [Member] | Maximum [Member] | ||||||||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||||||||||||||||||
Operating Lease, Expense | 29,000 | |||||||||||||||||
Building [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 [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 [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 [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 [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 [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 | |||||||||||||||||
Building and Building Improvements [Member] | Las Vegas, NV #2 [Member] | ||||||||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||||||||||||||||||
Operating Lease, Expense | $ 10,385 | |||||||||||||||||
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 Lease, Expense | $ 7,500 |