Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Aug. 31, 2023 | Oct. 09, 2023 | |
Document Information Line Items | ||
Entity Registrant Name | CLS HOLDINGS USA, INC. | |
Trading Symbol | N/A | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --05-31 | |
Entity Common Stock, Shares Outstanding | 72,543,141 | |
Amendment Flag | false | |
Entity Central Index Key | 0001522222 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Aug. 31, 2023 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-55546 | |
Entity Incorporation, State or Country Code | NV | |
Entity Tax Identification Number | 45-1352286 | |
Entity Address, Address Line One | 516 S. 4th Street | |
Entity Address, City or Town | Las Vegas | |
Entity Address, State or Province | NV | |
Entity Address, Postal Zip Code | 89101 | |
City Area Code | 416 | |
Local Phone Number | 992-4539 | |
Title of 12(b) Security | N/A | |
Security Exchange Name | NONE | |
Entity Interactive Data Current | Yes |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Aug. 31, 2023 | May 31, 2023 |
Current assets | ||
Cash and cash equivalents | $ 1,034,680 | $ 998,421 |
Accounts Receivable | 758,032 | 431,204 |
Inventory | 3,051,484 | 3,012,932 |
Prepaid expenses and other current assets | 125,148 | 148,953 |
Total current assets | 4,969,344 | 4,591,510 |
Property, plant and equipment, net of accumulated depreciation of $2,845,872 and $2,687,146 | 2,775,034 | 2,913,077 |
Right of use assets, operating leases | 1,551,841 | 1,641,577 |
Intangible assets, net of accumulated amortization of $156,656 and $588,217 | 201,337 | 209,088 |
Goodwill | 557,896 | 557,896 |
Other assets | 215,675 | 157,500 |
Total assets | 10,271,127 | 10,070,648 |
Current liabilities | ||
Accounts payable and accrued liabilities | 3,374,430 | 2,728,572 |
Accrued interest, current | 756,820 | 634,594 |
Loans payable | 78,537 | 471,380 |
Lease liability - operating leases, current | 404,889 | 374,004 |
Lease liability - financing leases, current | 90,871 | 86,887 |
Taxes Payable | 7,229,981 | 6,752,457 |
Notes payable | 1,754,168 | 1,439,584 |
Convertible notes payable - current | 2,852,160 | 2,952,160 |
Convertible notes payable. related party - current | 2,852,160 | 2,952,160 |
Total current liabilities | 17,442,747 | 16,340,529 |
Noncurrent liabilities | ||
Lease liability - operating leases, non-current | 1,426,479 | 1,544,283 |
Lease liability - financing leases, non-current | 175,777 | 200,280 |
Notes payable, non-current, net of discount of $739,621 and $902,339 | 1,735,378 | 2,033,077 |
Convertible notes payable – non-current | 2,852,159 | 2,852,159 |
Convertible notes payable, related party – non-current | 2,852,159 | 2,852,159 |
Total Liabilities | 24,533,432 | 23,871,220 |
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 August 31, 2023 and May 31, 2023; 72,543,141 and 72,543,141 shares issued and outstanding at August 31, 2023 and May 31, 2023 | 7,255 | 7,255 |
Additional paid-in capital | 96,147,784 | 96,147,784 |
Common stock subscribed | 65,702 | 65,702 |
Accumulated deficit | (109,343,287) | (108,879,446) |
Stockholders’ deficit attributable to CLS Holdings, Inc. | (13,122,546) | (12,658,705) |
Non-controlling interest | (1,139,759) | (1,141,867) |
Total stockholders’ deficit | (14,262,305) | (13,800,572) |
Total liabilities and stockholders' deficit | 10,271,127 | 10,070,648 |
Related Party [Member] | ||
Current liabilities | ||
Convertible notes payable - current | 900,891 | 900,891 |
Convertible notes payable. related party - current | 900,891 | 900,891 |
Noncurrent liabilities | ||
Convertible notes payable – non-current | 900,892 | 900,892 |
Convertible notes payable, related party – non-current | $ 900,892 | $ 900,892 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) | Aug. 31, 2023 | May 31, 2023 |
Statement of Financial Position [Abstract] | ||
Property, plant and equipment, accumulated depreciation (in Dollars) | $ 2,845,872 | $ 2,687,146 |
Intangible assets, accumulated amortization (in Dollars) | 156,656 | 588,217 |
Notes payable, non-current, discount (in Dollars) | $ 739,621 | $ 902,339 |
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 | 72,543,141 |
Common stock, outstanding | 72,543,141 | 72,543,141 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | |
Aug. 31, 2023 | Aug. 31, 2022 | |
Income Statement [Abstract] | ||
Revenue | $ 5,114,527 | $ 6,044,927 |
Cost of goods sold | 2,840,601 | 3,144,417 |
Gross margin | 2,273,926 | 2,900,510 |
Selling, general and administrative expenses | 2,729,900 | 3,060,615 |
Total operating expenses | 2,729,900 | 3,060,615 |
Operating loss | (455,974) | (160,105) |
Other (income) expense: | ||
Interest expense, net | 457,472 | 766,670 |
Employee retention tax credit income | (924,862) | 0 |
Loss on equity investment | 0 | 234,430 |
Gain on settlement of accounts payable | (4,375) | 0 |
Gain on settlement of note receivable | 0 | (348,165) |
Total other (income) expense | (471,765) | 652,935 |
Income (Loss) before income taxes | 15,791 | (813,040) |
Provision for income tax | (477,524) | (519,085) |
Net loss | (461,733) | (1,332,125) |
Non-controlling interest | (2,108) | 183,647 |
Net loss attributable to CLS Holdings, Inc. | $ (463,841) | $ (1,148,478) |
Net loss per share - basic (in Dollars per share) | $ (0.01) | $ (0.04) |
Net loss per share - diluted (in Dollars per share) | $ (0.01) | $ (0.04) |
Weighted average shares outstanding - basic (in Shares) | 72,543,141 | 32,052,021 |
Weighted average shares outstanding - diluted (in Shares) | 72,543,141 | 32,052,021 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED 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, 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 | |||||
Net loss | (1,148,478) | (183,647) | (1,332,125) | |||
Balance at Aug. 31, 2022 | $ 3,206 | 77,954,748 | 70,092 | (96,228,295) | (280,858) | (18,481,107) |
Balance (in Shares) at Aug. 31, 2022 | 32,052,021 | |||||
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 | |||||
Net loss | (463,841) | 2,108 | (461,733) | |||
Balance at Aug. 31, 2023 | $ 7,255 | $ 96,147,784 | $ 65,702 | $ (109,343,287) | $ (1,139,759) | $ (14,262,305) |
Balance (in Shares) at Aug. 31, 2023 | 72,543,141 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Aug. 31, 2023 | Aug. 31, 2022 | |
Statement of Cash Flows [Abstract] | ||
Net income (loss) | $ (461,733) | $ (1,332,125) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Loss on equity investment | 0 | 234,430 |
Amortization of debt discounts | 171,656 | 194,774 |
Gain on settlement of note receivable | 0 | (348,165) |
Gain on settlement of accounts payable | (4,375) | 0 |
Depreciation and amortization expense | 166,474 | 236,935 |
Bad debt expense | 300 | 0 |
Changes in assets and liabilities: | ||
Accounts receivable | (327,128) | (120,942) |
Prepaid expenses and other current assets | 23,805 | (112,080) |
Inventory | (38,552) | (798,707) |
Right of use asset | 89,736 | 86,749 |
Accounts payable and accrued expenses | 650,236 | 90,406 |
Accrued interest | 122,226 | (32,149) |
Deferred tax liability | 477,524 | 519,085 |
Operating lease liability | (86,919) | (79,974) |
Net cash used in operating activities | 783,250 | (1,461,763) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Payments to purchase property, plant and equipment | (20,683) | (88,233) |
Payment for construction security deposit | (58,175) | 0 |
Investment in Quinn River | 0 | (805,234) |
Proceeds from collection of note receivable | 0 | 348,165 |
Net cash used in investing activities | (78,858) | (545,302) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from loan payable | 0 | 650,115 |
Repayments of loan payable | (401,781) | (585,962) |
Principal payments on notes payable | (145,833) | 0 |
Repayments on convertible debt | (100,000) | 0 |
Principal payments on finance leases | (20,519) | (16,907) |
Net cash used in financing activities | (668,133) | 47,246 |
Net increase in cash and cash equivalents | 36,259 | (1,959,819) |
Cash and cash equivalents at beginning of period | 998,421 | 2,551,859 |
Cash and cash equivalents at end of period | 1,034,680 | 592,040 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Interest paid | 163,783 | 679,604 |
Income taxes paid | 0 | 0 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Initial ROU asset and lease liability - operating | $ 0 | $ 46,475 |
Nature of Business and Signific
Nature of Business and Significant Accounting Policies | 3 Months Ended |
Aug. 31, 2023 | |
Accounting Policies [Abstract] | |
Nature of Operations [Text Block] | Note 1: Nature of Business and Significant Accounting Policies Basis of Presentation These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States and are expressed in US dollars. The Company has adopted a fiscal year end of May 31st. Principals of Consolidation The accompanying consolidated financial statements include the accounts of CLS Holdings USA, Inc.; its direct and indirect wholly owned operating subsidiaries, CLS Nevada, Inc., (“CLS Nevada”), CLS Labs, Inc. (“CLS Labs”), CLS Labs Colorado, Inc. (“CLS Colorado”), CLS Massachusetts, Inc. (“CLS Massachusetts”), and Alternative Solutions, LLC (“Alternative Solutions”); and wholly owned inactive subsidiaries CLS Labs Colorado, Inc. (“CLS Colorado”) and CLS Massachusetts, Inc. (“CLS Massachusetts”). Alternative Solutions is the sole owner of the following three entities (collectively, the “Oasis LLCs”): Serenity Wellness Center, LLC (“Serenity Wellness Center”); Serenity Wellness Products, LLC (“Serenity Wellness Products”); and Serenity Wellness Growers, LLC (“Serenity Wellness Growers”). The accompanying consolidated financial statements also include the accounts of CLS CBD in which the company owns a 95% ownership interest and a variable interest entity, Kealii Okamalu, LLC (“Kealii Okamalu”), in which the Company owns a 50% interest. All material intercompany transactions have been eliminated upon consolidation of these entities. Nature of Business CLS Holdings USA, Inc. (the “Company”) was originally incorporated as Adelt Design, Inc. (“Adelt”) on March 31, 2011 to manufacture and market carpet binding art. Production and marketing of carpet binding art never commenced. We currently operate a retail marijuana dispensary within walking distance to the Las Vegas Strip and a small-scale cultivation facility, as well as a product manufacturing facility and a wholesale distribution operation in North Las Vegas. The vertically integrated business model drives strong margins to the bottom line on a portion of sales at the dispensary. Our retail dispensary is a single location operation in Nevada and occupies over 5,000 square feet. This location, which is easily accessible by tourists, is currently open 19.5 hours per day for walk-in service. Curbside and in store express pick up is available between the hours of 8:00am and 12:00am. Oasis dispensary also delivers cannabis to residents between the hours of 8:00 AM and 10:00 PM. The central location provides logistical convenience for delivery to all parts of the Las Vegas valley. Our wholesale operations, which occupies approximately 10,000 square feet of a 22,000 square foot warehouse, began sales to third parties in August 2017 and completed construction and received a certificate of occupancy for its state-of-the-art extraction facility in December of 2019. We have made sales to over 85 external customers as of August 31, 2023. Our existing product line includes vaporizers, tinctures, ethanol produced THC distillate, and live and cured hydrocarbon concentrates. At present, the City Trees cultivation facility only grows breeding stock to preserve valuable genetics and does not offer its crops for sale or processing. As a result, all raw materials for manufacturing are sourced from third parties. 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 $1,034,680 and $998,421 as of August 31, 2023 and May 31, 2023, respectively. The increase in cash and cash equivalents is a function of cash generated by operations. 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 $300 and $0 of bad debt expense during the three months ended August 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 tinctures 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 August 31, 2023, the net carrying value of goodwill on the Company’s balance sheet remained at $557,896. Employee Retention Tax Credit Under the provisions of the extension of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), the Company was eligible for a refundable employee retention tax credit (the “ERTC”), subject to certain criteria. As ERTCs are not within the scope of ASC 740, Income Taxes, the Company has chosen to account for the ERTCs by analogizing to the International Standard IAS 20, Accounting/or Government Grants and Disclosure of Government Assistance (“IAS 20”). In accordance with IAS 20, an entity recognizes government grants only when there is reasonable assurance that the entity will comply with the conditions attached to them and the grants will be received. During the three months ended August 31, 2023, the Company received an aggregate of $924,862, which was accounted for as other income on the Company’s condensed consolidated statement of operations. 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 three months ended August 31, 2023 and 2022, the Company reported a non-controlling interest in the amount of ($2,108) and $183,647, respectively, representing 50% of the (income) 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. 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 $126,311 and $222,893 for the three months ended August 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 $1,465 and $0 for the three months ended August 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 three months ended August 31, 2023 and 2022: For the Three For the Three Months Ended Months Ended August 31, 2023 August 31, 2022 Cannabis Dispensary 3,308,542 3,888,557 Cannabis Production 1,805,985 2,156,370 $ 5,114,527 $ 6,044,927 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 August 31, 2023 and 2022, the Company had the following potentially dilutive instruments outstanding: at August 31, 2023, a total of 41,715,637 shares (21,181,449 issuable upon the exercise of warrants, 20,516,688 issuable upon the conversion of convertible notes payable and accrued interest, and 17,500 in stock to be issued); and at August 31, 2022, a total of 18,439,925 shares (1,729,924 issuable upon the exercise of warrants, 256,550 issuable upon the exercise of unit warrants, 16,423,451 issuable upon the conversion of convertible notes payable and accrued interest, and 30,000 in stock to be issued). The Company uses the treasury stock method to calculate the impact of outstanding stock options and warrants. Stock options and warrants for which the exercise price exceeds the average market price over the period have an anti-dilutive effect on earnings per common share and, accordingly, are excluded from the calculations. A net loss causes all outstanding stock options and warrants to be anti-dilutive. As a result, the basic and dilutive losses per common share are the same for the three months ended August 31, 2023 and 2022. For the three months ended August 31, 2023 and 2022, the Company excluded from the calculation of fully diluted earnings per share the following instruments which were anti-dilutive: shares issuable pursuant to the conversion of notes payable and accrued interest, shares issuable pursuant to the exercise of warrants, and 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 updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s consolidated financial position, results of operations or cash flows. |
Going Concern
Going Concern | 3 Months Ended |
Aug. 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 $109,343,287 as of August 31, 2023. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with revenues from operations. The Company has reported positive cash generated from operating activities for the last three quarters, including the three months ended August 31, 2023. |
Joint Venture
Joint Venture | 3 Months Ended |
Aug. 31, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments and Joint Ventures Disclosure [Text Block] | Note 3: 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. There was no additional investment made in the Quinn River Joint Venture during the three months ended August 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 August 31, 2023 is $0. |
Accounts Receivable
Accounts Receivable | 3 Months Ended |
Aug. 31, 2023 | |
Receivables [Abstract] | |
Loans, Notes, Trade and Other Receivables Disclosure [Text Block] | Note 4: Accounts Receivable Accounts receivable was $758,032 and $431,204 at August 31, 2023 and May 31, 2023, respectively. The Company had bad debt expense of $300 and $0 during the three months ended August 31, 2023 and 2022. No allowance for doubtful accounts was necessary during the three months ended August 31, 2023 and 2022. |
Inventory
Inventory | 3 Months Ended |
Aug. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Inventory Disclosure [Text Block] | Note 5: 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: August 31, May 31, 2023 2023 Raw materials $ 299,306 $ 399,728 Finished goods 2,752,178 2,613,204 Total $ 3,051,484 $ 3,012,932 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 | 3 Months Ended |
Aug. 31, 2023 | |
Disclosure Text Block Supplement [Abstract] | |
Other Assets Disclosure [Text Block] | Note 6: Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following at August 31, 2023 and May 31, 2023: August 31, May 31, 2023 2023 Prepaid expenses 125,148 147,953 Employee receivable - 1,000 Total $ 125,148 $ 148,953 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. |
Note Receivable
Note Receivable | 3 Months Ended |
Aug. 31, 2023 | |
Disclosure Text Block Supplement [Abstract] | |
Other Current Assets [Text Block] | Note 7: Note Receivable On October 31, 2018, the Company loaned $5,000,000 to In Good Health, Inc. (“IGH”) in connection with an option to purchase transaction (the “IGH Option”). 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 three months ended August 31, 2022, 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 | 3 Months Ended |
Aug. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | Note 8: Property, Plant and Equipment Property, plant and equipment consisted of the following at August 31, 2023 and May 31, 2023: August 31, 2023 May 31, 2023 Office equipment $ 151,026 $ 148,243 Furniture and fixtures 148,358 148,358 Machinery & Equipment 2,410,358 2,392,458 Leasehold improvements 2,911,164 2,911,164 Less: accumulated depreciation (2,845,872 ) (2,687,146 ) Property, plant, and equipment, net $ 2,775,034 $ 2,913,077 The Company made payments in the amounts of $20,683 and $88,233 for property and equipment during the three months ended August 31, 2023 and 2022, respectively. Depreciation expense totaled $158,723 and $208,190 for the three months ended August 31, 2023 and 2022, respectively. |
Right of Use Assets and Liabili
Right of Use Assets and Liabilities – Operating Leases | 3 Months Ended |
Aug. 31, 2023 | |
Disclosure Text Block [Abstract] | |
Lessee, Operating Leases [Text Block] | Note 9: 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 three months ended August 31, 2023 and 2022 was entirely comprised of operating leases and amounted to $123,408 and $124,388, respectively. The Company’s right of use (“ROU”) asset amortization for the three months ended August 31, 2023 and 2022 was $89,736 and $86,749, respectively. The Company has recorded total right of use assets of $4,159,621 and liabilities in the amount of $4,116,221 through August 31, 2023. Right of use assets – operating leases are summarized below: August 31, 2023 Amount at inception of leases $ 4,159,621 Amount amortized (2,401,892 ) Prior Period Impairment of Quinn River Lease (205,888 ) Balance – August 31, 2023 $ 1,551,841 Operating lease liabilities are summarized below: Amount at inception of leases $ 4,116,221 Amount amortized (2,284,853 ) Balance – August 31, 2023 $ 1,831,368 Warehouse and offices $ 1,619,629 Land 205,888 Office equipment 5,851 Balance – August 31, 2023 $ 1,831,368 Lease liability $ 1,831,368 Less: current portion (404,889 ) Lease liability, non-current $ 1,426,479 Maturity analysis under these lease agreements is as follows: Twelve months ended August 31, 2024 $ 529,435 Twelve months ended August 31, 2025 519,444 Twelve months ended August 31, 2026 376,797 Twelve months ended August 31, 2027 227,999 Twelve months ended August 31, 2028 233,362 Thereafter 461,229 Total $ 2,348,266 Less: Present value discount (516,898 ) Lease liability $ 1,831,368 |
Intangible Assets
Intangible Assets | 3 Months Ended |
Aug. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets Disclosure [Text Block] | Note 10: Intangible Assets Intangible assets consisted of the following at August 31, 2023 and May 31, 2023: August 31, 2023 Accumulated Gross Amortization Impairment Net License & Customer Relations $ 110,000 $ (28,417 ) - $ 81,583 Tradenames - Trademarks 222,000 (114,700 ) - 107,300 Domain Names 25,993 (13,539 ) - 12,454 Total $ 357,993 $ (156,656 ) - $ 201,337 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 Total amortization expense charged to operations for the three months ended August 31, 2023 and 2022 was $7,751 and $28,745, respectively. Amount to be amortized during the twelve months ended August 31, 2024 $ 31,036 2025 31,036 2026 31,036 2027 30,146 2028 24,000 Thereafter 54,083 $ 201,337 |
Goodwill
Goodwill | 3 Months Ended |
Aug. 31, 2023 | |
Disclosure Text Block Supplement [Abstract] | |
Goodwill Disclosure [Text Block] | Note 11: Goodwill Goodwill in the amount of $557,896 is carried on the Company’s balance sheet at August 31, 2023 and May 31, 2023 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 August 31, 2023 and May 31, 2023. As a result, no impairment was recorded. At August 31, 2023 and May 31, 2023, the net amount of goodwill on the Company’s balance sheet was $557,896. |
Other Assets
Other Assets | 3 Months Ended |
Aug. 31, 2023 | |
Other Noncurrent Assets Disclosure Abstract | |
Other Non-current Assets Disclosure [Text Block] | Note 12: Other Assets Other assets included the following as of August 31, 2023 and May 31, 2023: August 31, May 31, 2023 2023 Construction deposit $ 58,175 $ - Security deposits 157,500 157,500 $ 215,675 $ 157,500 During the three months ended August 31, 2023, the Company paid a deposit in the amount of $58,175 for design and architectural work on construction planned for its Las Vegas lounge. |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 3 Months Ended |
Aug. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | Note 13: Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities consisted of the following at August 31, 2023 and May 31, 2023: August 31, 2023 May 31, 2023 Trade accounts payable $ 2,555,625 $ 1,793,585 Accrued payroll and payroll taxes 390,935 311,505 Accrued liabilities 427,870 623,482 Total $ 3,374,430 $ 2,728,572 |
Loans Payable
Loans Payable | 3 Months Ended |
Aug. 31, 2023 | |
Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract] | |
Other Liabilities Disclosure [Text Block] | Note 14: Loans Payable 2022 Financing Agreement CBR Effective September 30, 2022, the Company entered into a Business Loan and Security Agreement with CBR Capital LLC to borrow $900,000 (the “CBR Loan”). The CBR 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. During the three months ended August 31, 2023, the Company made payments of principal and interest in the amount of $336,611 and $44,125, respectively, on the CBR Loan. Also during the three months ended August 31, 2023, the Company amortized $7,312 of prepaid fees to interest expense. At August 31, 2023 and May 31, 2023, the balance due under the CBR Loan was $56,250 and $385,550 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 “TVT Loan”). The TVT 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 TVT Loan. 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. During the three months ended August 31, 2023, the Company made principal and interest payments in the amount of $65,170 and $11,416, respectively, on the TVT Loan. Also during the three months ended August 31, 2023, the Company amortized $1,626 of prepaid fees to interest expense. At August 31, 2023 and May 31, 2023, the balance due under the TVT Loan was $22,287 and $85,830 net of discount, respectively. |
Convertible Notes Payable
Convertible Notes Payable | 3 Months Ended |
Aug. 31, 2023 | |
Convertible Notes Payable [Line Items] | |
Long-Term Debt [Text Block] | Note 15: Convertible Notes Payable August 31, 2023 May 31, 2023 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 three months ended August 31, 2023 and 2022, the Company accrued interest in the amounts of $9,009 and $22,522 on the U.S. Convertible Debenture 2, respectively. During the three months ended August 31, 2023 and 2022, the Company made interest payments in the amounts of $0 and $22,522, 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. 450,446 450,446 August 31, 2023 May 31, 2023 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 three months ended August 31, 2023 and 2022, the Company accrued interest in the amount of $0 and $11,982, respectively, on the U.S. Convertible Debenture 4. The Company recognized a gain in the amount of $2,384 on this transaction during the year ended May 31, 2023. During the three months ended August 31, 2023, the Company made payments in the aggregate amount of $100,000, pursuant to Forbearance Agreement. - 100,000 August 31, 2023 May 31, 2023 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 three months ended August 31, 2023 and 2022, the Company accrued interest in the amounts of $105,077 and $264,383 on the Canaccord Debentures, respectively. During the three months ended August 31, 2023 and 2022, the Company made interest payments in the amounts of $0 and $264,383, 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 5,253,873 Convertible Notes Payable $ 5,704,319 $ 5,804,319 August 31, 2023 May 31, 2023 Total – Convertible Notes Payable, Net of Discounts, Current Portion $ 2,852,160 $ 2,952,160 Total – Convertible Notes Payable, Net of Discounts, Long-term Portion $ 2,852,159 $ 2,852,159 |
Related Party [Member] | |
Convertible Notes Payable [Line Items] | |
Long-Term Debt [Text Block] | Note 16: Convertible Notes Payable Related Party August 31, 2023 May 31, 2023 Convertible debenture in the principal amount of $4,000,000 to a related party (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 three months ended August 31, 2023 and 2022, the Company accrued interest in the amounts of $36,036 and $90,089 on the U.S. Convertible Debenture 1, respectively. During the three months ended August 31, 2023 and 2022, the Company made interest payments in the amounts of $0 and $90,089, 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 $ 1,801,783 August 31, 2023 May 31, 2023 Total – Convertible Notes Payable - Related Party, Current Portion $ 900,891 $ 900,891 Total – Convertible Notes Payable – Related Party, Long-term Portion $ 900,892 $ 900,892 |
Notes Payable
Notes Payable | 3 Months Ended |
Aug. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | Note 17: Notes Payable August 31, 2023 May 31, 2023 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 three months ended August 31, 2023 and 2022, $1,275 and $1,667 of this discount was charged to operations, respectively. The Company recorded an original issue discount in the amount of $187,500 on Debenture 1. During the three months ended August 31, 2023 and 2022, $13,876 and $18,145 of this original issue discount was charged to operations, respectively. During the three months ended August 31, 2023 and 2022, the Company accrued interest in the amounts of $9,375 and $9,375 on Debenture 1, respectively. During the three months ended August 31, 2023 and 2022, the Company made interest payments in the amounts of $9,375 and $22,917, 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 three months ended August 31, 2023 and 2022, $1,009 and $1,009 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 three months ended August 31, 2023, $18,145 and $18,145 of this original issue discount was charged to operations, respectively. During the three months ended August 31, 2023 and 2022, the Company accrued interest in the amounts of $6,224 and $9,375 on Debenture 2, respectively. During the three months ended August 31, 2023 and 2022, the Company made interest payments in the amounts of $12,370 and $20,833, respectively. During the three months ended August 31, 2023 and 2022, the Company made principal payments in the amount of $145,833 and $0 on Debenture 2, 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. 104,167 250,000 August 31, 2023 May 31, 2023 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 three months ended August 31, 2023 and 2022, $1,541 and $1,871 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 three months ended August 31, 2023 and 2022, $29,886 and $36,290 of this original issue discount was charged to operations, respectively. During the three months ended August 31, 2023 and 2022, the Company accrued interest in the amounts of $18,750 and $18,750 on Debenture 3, respectively. During the three months ended August 31, 2023 and 2022, the Company made interest payments in the amounts of $18,750 and $41,458, 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 three months ended August 31, 2023 and 2022, $1,413 and $1,715 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 three months ended August 31, 2023 and 2022, $30,882 and $37,500 of this original issue discount was charged to operations, respectively. During the three months ended August 31, 2023 and 2022, the Company accrued interest in the amounts of $18,750 and $18,750 on Debenture 4, respectively. During the three months ended August 31, 2023 and 2022, the Company made interest payments in the amounts of $18,750 and $38,750, 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 three months ended August 31, 2023 and 2022, $1,413 and $1,715 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 three months ended August 31, 2023 and 2022, $30,882 and $37,500 of this original issue discount was charged to operations, respectively. During the three months ended August 31, 2023 and 2022, the Company accrued interest in the amounts of $18,750 and $18,750 on Debenture 5, respectively. During the three months ended August 31, 2023 and 2022, the Company made interest payments in the amounts of $18,750 and $38,750, 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 August 31, 2023 May 31, 2023 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 three months ended August 31, 2023 and 2022, $1,413 and $1,715 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 three months ended August 31, 2023 and 2022, $30,882 and $37,500 of this original issue discount was charged to operations, respectively. During the three months ended August 31, 2023 and 2022, the Company accrued interest in the amounts of $18,750 and $18,750 on Debenture 6, respectively. During the three months ended August 31, 2023 and 2022, the Company made interest payments in the amounts of $18,750 and $38,750, 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 2,354,167 2,500,000 Original Issue Discount 1,875,000 1,875,000 Notes Payable, Gross 4,229,167 4,375,000 Less: Discount (739,621 ) (902,339 ) Notes Payable, Net of Discount 3,489,546 3,472,661 August 31, 2023 May 31, 2023 Total – Notes Payable, Net of Discounts, Current Portion $ 1,754,168 $ 1,439,584 Total – Convertible Notes Payable, Net of Discounts $ 1,735,378 $ 2,033,077 During the three months ended August 31, 2023 and 2022, the Company amortized discounts to interest expense in the amount of $162,718 and $194,774, respectively. Aggregate maturities of notes payable and convertible notes payable, and convertible notes payable – related parties as of August 31, 2023 are as follows (not including unamortized debt discounts in the amount of $739,621): For the twelve months ended August 31, 2024 $ 5,507,219 2025 4,615,550 2026 375,000 2027 375,000 2028 375,000 Thereafter 487,500 Total $ 11,735,269 |
Lease Liabilities - Financing L
Lease Liabilities - Financing Leases | 3 Months Ended |
Aug. 31, 2023 | |
Disclosure Text Block [Abstract] | |
Lessee, Finance Leases [Text Block] | Note 18: Lease Liabilities - Financing Leases August 31, 2023 May 31, 2023 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 three months ended August 31, 2023, the Company made principal and interest payments on this lease obligation in the amounts of $19,791 and $10,728, respectively. During the three months ended August 31, 2022, the Company made principal and interest payments on this lease obligation in the amounts of $16,907 and $13,612, respectively. $ 257,389 $ 277,180 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 three months ended August 31, 2023, the Company made principal and interest payments on this lease obligation in the amounts of $728 and $244, respectively. During the three months ended August 31, 2022, the Company made principal and interest payments on this lease obligation in the amounts of $728 and $320, respectively. $ 9,259 9,987 Total $ 266,648 $ 287,167 Current portion $ 90,871 $ 86,887 Long-term maturities 175,777 200,280 Total $ 266,648 $ 287,167 Aggregate maturities of lease liabilities – financing leases as of August 31, 2023 are as follows: For the period ended August 31, 2024 $ 90,871 2025 106,146 2026 69,631 2027 - 2028 - Thereafter - Total $ 266,648 |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Aug. 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 per share, and 5,000,000 shares of preferred stock, par value $0.001 per share. 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 576 shares were issued due to rounding. Common stock transactions for the three months ended August 31, 2023 None. Common stock transactions for the three months ended August 31, 2022 None. The following table summarizes the significant terms of warrants outstanding at August 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 2.04 $ 0.40 20,232,775 $ 0.40 $ 1.60 191,094 2.04 $ 1.60 191,094 $ 1.60 $ 1.65 757,580 1.33 $ 1.65 757,580 $ 1.65 21,181,449 2.02 $ 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, 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 Granted - $ - Exercised - $ - Cancelled / Expired - $ - Warrants outstanding at August 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. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Aug. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | Note 20: Related Party Transactions As of August 31, 2023 and May 31, 2023, 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. During the three months ended August 31, 2023, the Company made payments of $5,000 to each of its three directors for their participation on the Board, for a total of $15,000. During three months ended August 31, 2023, the Company’s Board of Directors authorized a bonus for its Chief Executive Officer in the amount of $50,000; $25,000 of this amount was paid during the three months ended August 31, 2023, and $25,000 was accrued at August 31, 2023. During the three months ended August 31, 2023, the Company accrued interest in the amount of $42,042 on a convertible note payable to Navy Capital Green Co-Invest Fund, LLC, an entity that holds greater than 10% of the Company’s common stock outstanding. At August 31, 2023, the principal balance of the convertible note payable to Navy Capital Green Co-Invest Fund, LLC, was $1,801,783. |
Income Taxes
Income Taxes | 3 Months Ended |
Aug. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | Note 21: Income Taxes The following table summarizes the Company’s income tax accrued for the three and months ended August 31, 2023 and 2022: 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: Three Months Ended August 31, 2023 2022 Revenue $ 5,114,527 $ 6,044,927 Directly attributable costs (2,840,601 ) (3,573,094 ) Deferred 2,273,926 2,471,833 Tax rate 21 % 21 % Tax expense $ 477,524 $ 519,085 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. Due to the accrual of taxes related to Section 280E of the Internal Revenue Code, as amended, the Company has an uncertain tax accrual that is currently being expensed as a change in estimate. The Company has net operating losses that it believes are available to it to offset this expense; however, there can be no assurance under current interpretations of tax laws for cannabis companies that the Company will be allowed to use these net operating losses to offset Section 280E tax expenses. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Aug. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | Note 22: 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. Integrity Global Security On October 20, 2022, Integrity Global Security Inc. (“IGS”) filed a Complaint in the Eighth Judicial District Court, Case No. A-22-860152-C, against Serenity alleging Breach of Contract and Breach of Covenant of Good Faith and Fair Dealing. In its Complaint, IGS alleged that Serenity owes IGS the amount of $48,890 for unpaid invoices related to security services performed at Oasis Cannabis Dispensary and City Trees’ locations in Clark County, Nevada. The Company has accrued the amount of $27,314 in connection with this liability of August 31, 2023. In response to IGS’s Complaint, Serenity filed an Answer on December 8, 2022, and a Countercomplaint against IGS asserting claims for Breach of Contract, Breach of the Implied Covenant of Good Faith and Fair Dealing, Negligence, Respondent Superior, Intentional Interference with Prospective Economic Advantage and Negligent Hiring, Training, and Supervision for actions related to a violent attack by an IGS employee against a Serenity employee. Serenity amended its Counterclaim on January 20, 2023, to include more information related to Serenity’s damages sustained as a result of IGS’s actions. IGS filed a Motion to Dismiss Serenity’s Counterclaims on February 10, 2023, which Serenity opposed. However, on May 4, 2023, the morning of the Motion to Dismiss oral argument, IGS’s counsel advised Serenity’s counsel and the Court that IGS was voluntarily withdrawing its Motion to Dismiss. The Court granted IGS’s voluntary withdrawal of the Motion to Dismiss and IGS subsequently filed an Answer to Serenity’s Counterclaim on May 18, 2023. Shortly thereafter the parties’ counsel attended an Early Case Conference on May 18, 2023, and the parties began exchanging information related to relevant witnesses, documents, and computations of damages. IGS served Serenity with Interrogatories, Requests for Admissions, and Requests for Production of Documents on or about July 20, 2023, while Serenity served IGS with their own Interrogatories and Requests for Production of Documents on or about August 11, 2023. Before any of the parties answered the propounded discovery requests served by the other party, the parties agreed to attend a Judicial Settlement Conference with the Eighth Judicial District Court. Accordingly, the parties entered into a Stipulation to Stay Discovery Pending a Judicial Settlement Conference, which was granted and entered by the Eighth Judicial District Court on September 20, 2023. The parties are awaiting available dates from the Eighth Judicial District Court for the Judicial Settlement Conference. Until the parties attend the Judicial Settlement Conference, this matter is stayed. 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 August 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 August 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 August 31, 2023. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Aug. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Note 23: Subsequent Events The Company has evaluated events through the date of the financial statements and has determined that there were no additional material subsequent events. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Aug. 31, 2023 | |
Accounting Policies [Abstract] | |
Consolidation, Policy [Policy Text Block] | Principals of Consolidation The accompanying consolidated financial statements include the accounts of CLS Holdings USA, Inc.; its direct and indirect wholly owned operating subsidiaries, CLS Nevada, Inc., (“CLS Nevada”), CLS Labs, Inc. (“CLS Labs”), CLS Labs Colorado, Inc. (“CLS Colorado”), CLS Massachusetts, Inc. (“CLS Massachusetts”), and Alternative Solutions, LLC (“Alternative Solutions”); and wholly owned inactive subsidiaries CLS Labs Colorado, Inc. (“CLS Colorado”) and CLS Massachusetts, Inc. (“CLS Massachusetts”). Alternative Solutions is the sole owner of the following three entities (collectively, the “Oasis LLCs”): Serenity Wellness Center, LLC (“Serenity Wellness Center”); Serenity Wellness Products, LLC (“Serenity Wellness Products”); and Serenity Wellness Growers, LLC (“Serenity Wellness Growers”). The accompanying consolidated financial statements also include the accounts of CLS CBD in which the company owns a 95% ownership interest and a variable interest entity, Kealii Okamalu, LLC (“Kealii Okamalu”), in which the Company owns a 50% interest. All material intercompany transactions have been eliminated upon consolidation of these entities. |
Basis of Accounting, Policy [Policy Text Block] | Nature of Business CLS Holdings USA, Inc. (the “Company”) was originally incorporated as Adelt Design, Inc. (“Adelt”) on March 31, 2011 to manufacture and market carpet binding art. Production and marketing of carpet binding art never commenced. We currently operate a retail marijuana dispensary within walking distance to the Las Vegas Strip and a small-scale cultivation facility, as well as a product manufacturing facility and a wholesale distribution operation in North Las Vegas. The vertically integrated business model drives strong margins to the bottom line on a portion of sales at the dispensary. Our retail dispensary is a single location operation in Nevada and occupies over 5,000 square feet. This location, which is easily accessible by tourists, is currently open 19.5 hours per day for walk-in service. Curbside and in store express pick up is available between the hours of 8:00am and 12:00am. Oasis dispensary also delivers cannabis to residents between the hours of 8:00 AM and 10:00 PM. The central location provides logistical convenience for delivery to all parts of the Las Vegas valley. Our wholesale operations, which occupies approximately 10,000 square feet of a 22,000 square foot warehouse, began sales to third parties in August 2017 and completed construction and received a certificate of occupancy for its state-of-the-art extraction facility in December of 2019. We have made sales to over 85 external customers as of August 31, 2023. Our existing product line includes vaporizers, tinctures, ethanol produced THC distillate, and live and cured hydrocarbon concentrates. At present, the City Trees cultivation facility only grows breeding stock to preserve valuable genetics and does not offer its crops for sale or processing. As a result, all raw materials for manufacturing are sourced from third parties. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less to be cash equivalents. The Company had cash and cash equivalents of $1,034,680 and $998,421 as of August 31, 2023 and May 31, 2023, respectively. The increase in cash and cash equivalents is a function of cash generated by operations. |
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 $300 and $0 of bad debt expense during the three months ended August 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 tinctures 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 August 31, 2023, the net carrying value of goodwill on the Company’s balance sheet remained at $557,896. |
Employee Retention Tax Credit, Policy [Policy Text Block] | Employee Retention Tax CreditUnder the provisions of the extension of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), the Company was eligible for a refundable employee retention tax credit (the “ERTC”), subject to certain criteria. As ERTCs are not within the scope of ASC 740, Income Taxes, the Company has chosen to account for the ERTCs by analogizing to the International Standard IAS 20, Accounting/or Government Grants and Disclosure of Government Assistance (“IAS 20”). In accordance with IAS 20, an entity recognizes government grants only when there is reasonable assurance that the entity will comply with the conditions attached to them and the grants will be received. During the three months ended August 31, 2023, the Company received an aggregate of $924,862, which was accounted for as other income on the Company’s condensed consolidated statement of operations. |
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 three months ended August 31, 2023 and 2022, the Company reported a non-controlling interest in the amount of ($2,108) and $183,647, respectively, representing 50% of the (income) 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. |
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 $126,311 and $222,893 for the three months ended August 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 $1,465 and $0 for the three months ended August 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 three months ended August 31, 2023 and 2022: For the Three For the Three Months Ended Months Ended August 31, 2023 August 31, 2022 Cannabis Dispensary 3,308,542 3,888,557 Cannabis Production 1,805,985 2,156,370 $ 5,114,527 $ 6,044,927 |
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 August 31, 2023 and 2022, the Company had the following potentially dilutive instruments outstanding: at August 31, 2023, a total of 41,715,637 shares (21,181,449 issuable upon the exercise of warrants, 20,516,688 issuable upon the conversion of convertible notes payable and accrued interest, and 17,500 in stock to be issued); and at August 31, 2022, a total of 18,439,925 shares (1,729,924 issuable upon the exercise of warrants, 256,550 issuable upon the exercise of unit warrants, 16,423,451 issuable upon the conversion of convertible notes payable and accrued interest, and 30,000 in stock to be issued). The Company uses the treasury stock method to calculate the impact of outstanding stock options and warrants. Stock options and warrants for which the exercise price exceeds the average market price over the period have an anti-dilutive effect on earnings per common share and, accordingly, are excluded from the calculations. A net loss causes all outstanding stock options and warrants to be anti-dilutive. As a result, the basic and dilutive losses per common share are the same for the three months ended August 31, 2023 and 2022. For the three months ended August 31, 2023 and 2022, the Company excluded from the calculation of fully diluted earnings per share the following instruments which were anti-dilutive: shares issuable pursuant to the conversion of notes payable and accrued interest, shares issuable pursuant to the exercise of warrants, and 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 updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s consolidated financial position, results of operations or cash flows. |
Nature of Business and Signif_2
Nature of Business and Significant Accounting Policies (Tables) | 3 Months Ended |
Aug. 31, 2023 | |
Nature of Business and Significant Accounting Policies (Tables) [Line Items] | |
Property, Plant and Equipment [Table Text Block] | Property, plant and equipment consisted of the following at August 31, 2023 and May 31, 2023: August 31, 2023 May 31, 2023 Office equipment $ 151,026 $ 148,243 Furniture and fixtures 148,358 148,358 Machinery & Equipment 2,410,358 2,392,458 Leasehold improvements 2,911,164 2,911,164 Less: accumulated depreciation (2,845,872 ) (2,687,146 ) Property, plant, and equipment, net $ 2,775,034 $ 2,913,077 |
Disaggregation of Revenue [Table Text Block] | The following table represents a disaggregation of revenue for the three months ended August 31, 2023 and 2022: For the Three For the Three Months Ended Months Ended August 31, 2023 August 31, 2022 Cannabis Dispensary 3,308,542 3,888,557 Cannabis Production 1,805,985 2,156,370 $ 5,114,527 $ 6,044,927 |
Estimated Useful LIfe [Member] | |
Nature of Business and Significant Accounting Policies (Tables) [Line Items] | |
Property, Plant and Equipment [Table Text Block] | Property and equipment is recorded at the lower of cost or estimated net recoverable amount, and is depreciated using the straight-line method over its estimated useful life. Property acquired in a business combination is recorded at estimated initial fair value. Property, plant, and equipment are depreciated using the straight-line method based on the lesser of the estimated useful lives of the assets or the lease term based upon the following life expectancy: Years Office equipment 3 to 5 Furniture & fixtures 3 to 7 Machinery & equipment 3 to 10 Leasehold improvements Term of lease |
Joint Venture (Tables)
Joint Venture (Tables) | 3 Months Ended |
Aug. 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) | 3 Months Ended |
Aug. 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: August 31, May 31, 2023 2023 Raw materials $ 299,306 $ 399,728 Finished goods 2,752,178 2,613,204 Total $ 3,051,484 $ 3,012,932 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 3 Months Ended |
Aug. 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 August 31, 2023 and May 31, 2023: August 31, May 31, 2023 2023 Prepaid expenses 125,148 147,953 Employee receivable - 1,000 Total $ 125,148 $ 148,953 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 3 Months Ended |
Aug. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property, plant and equipment consisted of the following at August 31, 2023 and May 31, 2023: August 31, 2023 May 31, 2023 Office equipment $ 151,026 $ 148,243 Furniture and fixtures 148,358 148,358 Machinery & Equipment 2,410,358 2,392,458 Leasehold improvements 2,911,164 2,911,164 Less: accumulated depreciation (2,845,872 ) (2,687,146 ) Property, plant, and equipment, net $ 2,775,034 $ 2,913,077 |
Right of Use Assets and Liabi_2
Right of Use Assets and Liabilities – Operating Leases (Tables) | 3 Months Ended |
Aug. 31, 2023 | |
Disclosure Text Block [Abstract] | |
Property, Plant, and Equipment, Lessor Asset under Operating Lease [Table Text Block] | Right of use assets – operating leases are summarized below: August 31, 2023 Amount at inception of leases $ 4,159,621 Amount amortized (2,401,892 ) Prior Period Impairment of Quinn River Lease (205,888 ) Balance – August 31, 2023 $ 1,551,841 |
Lease, Cost [Table Text Block] | Operating lease liabilities are summarized below: Amount at inception of leases $ 4,116,221 Amount amortized (2,284,853 ) Balance – August 31, 2023 $ 1,831,368 Warehouse and offices $ 1,619,629 Land 205,888 Office equipment 5,851 Balance – August 31, 2023 $ 1,831,368 Lease liability $ 1,831,368 Less: current portion (404,889 ) Lease liability, non-current $ 1,426,479 |
Lessee, Operating Lease, Liability, to be Paid, Maturity [Table Text Block] | Maturity analysis under these lease agreements is as follows: Twelve months ended August 31, 2024 $ 529,435 Twelve months ended August 31, 2025 519,444 Twelve months ended August 31, 2026 376,797 Twelve months ended August 31, 2027 227,999 Twelve months ended August 31, 2028 233,362 Thereafter 461,229 Total $ 2,348,266 Less: Present value discount (516,898 ) Lease liability $ 1,831,368 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Aug. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | Intangible assets consisted of the following at August 31, 2023 and May 31, 2023: August 31, 2023 Accumulated Gross Amortization Impairment Net License & Customer Relations $ 110,000 $ (28,417 ) - $ 81,583 Tradenames - Trademarks 222,000 (114,700 ) - 107,300 Domain Names 25,993 (13,539 ) - 12,454 Total $ 357,993 $ (156,656 ) - $ 201,337 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 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Amount to be amortized during the twelve months ended August 31, 2024 $ 31,036 2025 31,036 2026 31,036 2027 30,146 2028 24,000 Thereafter 54,083 $ 201,337 |
Other Assets (Tables)
Other Assets (Tables) | 3 Months Ended |
Aug. 31, 2023 | |
Other Noncurrent Assets Disclosure Abstract | |
Schedule of Other Assets [Table Text Block] | Other assets included the following as of August 31, 2023 and May 31, 2023: August 31, May 31, 2023 2023 Construction deposit $ 58,175 $ - Security deposits 157,500 157,500 $ 215,675 $ 157,500 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 3 Months Ended |
Aug. 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 August 31, 2023 and May 31, 2023: August 31, 2023 May 31, 2023 Trade accounts payable $ 2,555,625 $ 1,793,585 Accrued payroll and payroll taxes 390,935 311,505 Accrued liabilities 427,870 623,482 Total $ 3,374,430 $ 2,728,572 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 3 Months Ended |
Aug. 31, 2023 | |
Convertible Notes Payable (Tables) [Line Items] | |
Convertible Debt [Table Text Block] | August 31, 2023 May 31, 2023 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 three months ended August 31, 2023 and 2022, the Company accrued interest in the amounts of $9,009 and $22,522 on the U.S. Convertible Debenture 2, respectively. During the three months ended August 31, 2023 and 2022, the Company made interest payments in the amounts of $0 and $22,522, 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. 450,446 450,446 August 31, 2023 May 31, 2023 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 three months ended August 31, 2023 and 2022, the Company accrued interest in the amount of $0 and $11,982, respectively, on the U.S. Convertible Debenture 4. The Company recognized a gain in the amount of $2,384 on this transaction during the year ended May 31, 2023. During the three months ended August 31, 2023, the Company made payments in the aggregate amount of $100,000, pursuant to Forbearance Agreement. - 100,000 August 31, 2023 May 31, 2023 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 three months ended August 31, 2023 and 2022, the Company accrued interest in the amounts of $105,077 and $264,383 on the Canaccord Debentures, respectively. During the three months ended August 31, 2023 and 2022, the Company made interest payments in the amounts of $0 and $264,383, 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 5,253,873 Convertible Notes Payable $ 5,704,319 $ 5,804,319 August 31, 2023 May 31, 2023 Total – Convertible Notes Payable, Net of Discounts, Current Portion $ 2,852,160 $ 2,952,160 Total – Convertible Notes Payable, Net of Discounts, Long-term Portion $ 2,852,159 $ 2,852,159 |
Related Party [Member] | |
Convertible Notes Payable (Tables) [Line Items] | |
Convertible Debt [Table Text Block] | August 31, 2023 May 31, 2023 Convertible debenture in the principal amount of $4,000,000 to a related party (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 three months ended August 31, 2023 and 2022, the Company accrued interest in the amounts of $36,036 and $90,089 on the U.S. Convertible Debenture 1, respectively. During the three months ended August 31, 2023 and 2022, the Company made interest payments in the amounts of $0 and $90,089, 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 $ 1,801,783 August 31, 2023 May 31, 2023 Total – Convertible Notes Payable - Related Party, Current Portion $ 900,891 $ 900,891 Total – Convertible Notes Payable – Related Party, Long-term Portion $ 900,892 $ 900,892 |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Aug. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt [Table Text Block] | August 31, 2023 May 31, 2023 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 three months ended August 31, 2023 and 2022, $1,275 and $1,667 of this discount was charged to operations, respectively. The Company recorded an original issue discount in the amount of $187,500 on Debenture 1. During the three months ended August 31, 2023 and 2022, $13,876 and $18,145 of this original issue discount was charged to operations, respectively. During the three months ended August 31, 2023 and 2022, the Company accrued interest in the amounts of $9,375 and $9,375 on Debenture 1, respectively. During the three months ended August 31, 2023 and 2022, the Company made interest payments in the amounts of $9,375 and $22,917, 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 three months ended August 31, 2023 and 2022, $1,009 and $1,009 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 three months ended August 31, 2023, $18,145 and $18,145 of this original issue discount was charged to operations, respectively. During the three months ended August 31, 2023 and 2022, the Company accrued interest in the amounts of $6,224 and $9,375 on Debenture 2, respectively. During the three months ended August 31, 2023 and 2022, the Company made interest payments in the amounts of $12,370 and $20,833, respectively. During the three months ended August 31, 2023 and 2022, the Company made principal payments in the amount of $145,833 and $0 on Debenture 2, 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. 104,167 250,000 August 31, 2023 May 31, 2023 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 three months ended August 31, 2023 and 2022, $1,541 and $1,871 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 three months ended August 31, 2023 and 2022, $29,886 and $36,290 of this original issue discount was charged to operations, respectively. During the three months ended August 31, 2023 and 2022, the Company accrued interest in the amounts of $18,750 and $18,750 on Debenture 3, respectively. During the three months ended August 31, 2023 and 2022, the Company made interest payments in the amounts of $18,750 and $41,458, 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 three months ended August 31, 2023 and 2022, $1,413 and $1,715 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 three months ended August 31, 2023 and 2022, $30,882 and $37,500 of this original issue discount was charged to operations, respectively. During the three months ended August 31, 2023 and 2022, the Company accrued interest in the amounts of $18,750 and $18,750 on Debenture 4, respectively. During the three months ended August 31, 2023 and 2022, the Company made interest payments in the amounts of $18,750 and $38,750, 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 three months ended August 31, 2023 and 2022, $1,413 and $1,715 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 three months ended August 31, 2023 and 2022, $30,882 and $37,500 of this original issue discount was charged to operations, respectively. During the three months ended August 31, 2023 and 2022, the Company accrued interest in the amounts of $18,750 and $18,750 on Debenture 5, respectively. During the three months ended August 31, 2023 and 2022, the Company made interest payments in the amounts of $18,750 and $38,750, 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 August 31, 2023 May 31, 2023 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 three months ended August 31, 2023 and 2022, $1,413 and $1,715 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 three months ended August 31, 2023 and 2022, $30,882 and $37,500 of this original issue discount was charged to operations, respectively. During the three months ended August 31, 2023 and 2022, the Company accrued interest in the amounts of $18,750 and $18,750 on Debenture 6, respectively. During the three months ended August 31, 2023 and 2022, the Company made interest payments in the amounts of $18,750 and $38,750, 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 2,354,167 2,500,000 Original Issue Discount 1,875,000 1,875,000 Notes Payable, Gross 4,229,167 4,375,000 Less: Discount (739,621 ) (902,339 ) Notes Payable, Net of Discount 3,489,546 3,472,661 August 31, 2023 May 31, 2023 Total – Notes Payable, Net of Discounts, Current Portion $ 1,754,168 $ 1,439,584 Total – Convertible Notes Payable, Net of Discounts $ 1,735,378 $ 2,033,077 |
Schedule of Maturities of Long-Term Debt [Table Text Block] | 2024 $ 5,507,219 2025 4,615,550 2026 375,000 2027 375,000 2028 375,000 Thereafter 487,500 Total $ 11,735,269 |
Lease Liabilities - Financing_2
Lease Liabilities - Financing Leases (Tables) | 3 Months Ended |
Aug. 31, 2023 | |
Disclosure Text Block [Abstract] | |
Finance Lease [Table Text Block] | August 31, 2023 May 31, 2023 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 three months ended August 31, 2023, the Company made principal and interest payments on this lease obligation in the amounts of $19,791 and $10,728, respectively. During the three months ended August 31, 2022, the Company made principal and interest payments on this lease obligation in the amounts of $16,907 and $13,612, respectively. $ 257,389 $ 277,180 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 three months ended August 31, 2023, the Company made principal and interest payments on this lease obligation in the amounts of $728 and $244, respectively. During the three months ended August 31, 2022, the Company made principal and interest payments on this lease obligation in the amounts of $728 and $320, respectively. $ 9,259 9,987 Total $ 266,648 $ 287,167 Current portion $ 90,871 $ 86,887 Long-term maturities 175,777 200,280 Total $ 266,648 $ 287,167 |
Finance Lease, Liability, to be Paid, Maturity [Table Text Block] | Aggregate maturities of lease liabilities – financing leases as of August 31, 2023 are as follows: 2024 $ 90,871 2025 106,146 2026 69,631 2027 - 2028 - Thereafter - Total $ 266,648 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Aug. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Table Text Block] | The following table summarizes the significant terms of warrants outstanding at August 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 2.04 $ 0.40 20,232,775 $ 0.40 $ 1.60 191,094 2.04 $ 1.60 191,094 $ 1.60 $ 1.65 757,580 1.33 $ 1.65 757,580 $ 1.65 21,181,449 2.02 $ 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, 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 Granted - $ - Exercised - $ - Cancelled / Expired - $ - Warrants outstanding at August 31, 2023 21,181,449 $ 0.46 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Aug. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | The components of the income tax provision include: Three Months Ended August 31, 2023 2022 Revenue $ 5,114,527 $ 6,044,927 Directly attributable costs (2,840,601 ) (3,573,094 ) Deferred 2,273,926 2,471,833 Tax rate 21 % 21 % Tax expense $ 477,524 $ 519,085 |
Nature of Business and Signif_3
Nature of Business and Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | |||
Aug. 31, 2023 | Aug. 31, 2022 | May 31, 2023 | May 31, 2022 | |
Nature of Business and Significant Accounting Policies (Details) [Line Items] | ||||
Cash and Cash Equivalents, at Carrying Value | $ 1,034,680 | $ 998,421 | $ 2,551,859 | |
Accounts Receivable, Credit Loss Expense (Reversal) | 300 | $ 0 | ||
Goodwill | 557,896 | $ 557,896 | ||
Other Nonoperating Income | 924,862 | 0 | ||
Net Income (Loss) Attributable to Noncontrolling Interest | 2,108 | (183,647) | ||
Advertising Expense | 126,311 | 222,893 | ||
Research and Development Expense | $ 1,465 | $ 0 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in Shares) | 41,715,637 | 18,439,925 | ||
Warrant [Member] | ||||
Nature of Business and Significant Accounting Policies (Details) [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in Shares) | 21,181,449 | 1,729,924 | ||
Convertible Debt Securities [Member] | ||||
Nature of Business and Significant Accounting Policies (Details) [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in Shares) | 20,516,688 | 16,423,451 | ||
Stock Payable [Member] | ||||
Nature of Business and Significant Accounting Policies (Details) [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in Shares) | 17,500 | 30,000 | ||
Equity Unit Purchase Agreements [Member] | ||||
Nature of Business and Significant Accounting Policies (Details) [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in Shares) | 256,550 | |||
CLS CBD [Member] | ||||
Nature of Business and Significant Accounting Policies (Details) [Line Items] | ||||
Equity Method Investment, Ownership Percentage | 95% | |||
Kealii Okamalu, LLC [Member] | ||||
Nature of Business and Significant Accounting Policies (Details) [Line Items] | ||||
Equity Method Investment, Ownership Percentage | 50% |
Nature of Business and Signif_4
Nature of Business and Significant Accounting Policies (Details) - Property, Plant and Equipment | 3 Months Ended |
Aug. 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 |
Nature of Business and Signif_5
Nature of Business and Significant Accounting Policies (Details) - Disaggregation of Revenue - USD ($) | 3 Months Ended | |
Aug. 31, 2023 | Aug. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 5,114,527 | $ 6,044,927 |
Cannabis Dispensary [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 3,308,542 | 3,888,557 |
Cannabis Production [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 1,805,985 | $ 2,156,370 |
Going Concern (Details)
Going Concern (Details) - USD ($) | Aug. 31, 2023 | May 31, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Retained Earnings (Accumulated Deficit) | $ (109,343,287) | $ (108,879,446) |
Joint Venture (Details)
Joint Venture (Details) | 3 Months Ended | 12 Months Ended | |||
Oct. 20, 2021 USD ($) a ft² | Aug. 31, 2023 USD ($) | Aug. 31, 2022 USD ($) | May 31, 2023 USD ($) | May 31, 2022 USD ($) | |
Joint Venture (Details) [Line Items] | |||||
Operating Lease, Expense | $ 123,408 | $ 124,388 | |||
Area of Real Estate Property (in Square Feet) | a | 20 | ||||
Payments to Acquire Equity Method Investments | 0 | 805,234 | |||
Payments to Acquire Property, Plant, and Equipment | 20,683 | 88,233 | |||
Net Income (Loss) Attributable to Parent | (463,841) | (1,148,478) | |||
Income (Loss) from Equity Method Investments | $ 0 | $ (234,430) | $ (112,139) | ||
Asset Impairment Charges | $ 1,590,742 | ||||
Minimum [Member] | |||||
Joint Venture (Details) [Line Items] | |||||
Lessee, Operating Lease, Term of Contract | 1 year | ||||
Operating Lease, Expense | $ 3,500 | ||||
Maximum [Member] | |||||
Joint Venture (Details) [Line Items] | |||||
Lessee, Operating Lease, Term of Contract | 10 years 6 months | ||||
Quinn River Joint Venture Agreement [Member] | |||||
Joint Venture (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. | ||||
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 | $ 0 | 595,046 | $ 496,575 | ||
Quinn River Joint Venture Agreement [Member] | Minimum [Member] | |||||
Joint Venture (Details) [Line Items] | |||||
Area of Land (in Acres) | a | 5 | ||||
Operating Lease, Expense | $ 3,500 | ||||
Quinn River Joint Venture Agreement [Member] | Maximum [Member] | |||||
Joint Venture (Details) [Line Items] | |||||
Area of Land (in Acres) | a | 10 | ||||
In Good Health [Member] | |||||
Joint Venture (Details) [Line Items] | |||||
Asset Impairment Charges | $ 1,590,742 |
Joint Venture (Details) - Other
Joint Venture (Details) - Other than Temporary Impairment, Credit Losses Recognized in Earnings | 12 Months Ended |
May 31, 2023 USD ($) | |
Joint Venture (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 (Details) - Other than Temporary Impairment, Credit Losses Recognized in Earnings [Line Items] | |
Asset Impairment Charges | 33,000 |
Property, Plant and Equipment [Member] | |
Joint Venture (Details) - Other than Temporary Impairment, Credit Losses Recognized in Earnings [Line Items] | |
Asset Impairment Charges | 756,808 |
Right of Use Assets [Member] | |
Joint Venture (Details) - Other than Temporary Impairment, Credit Losses Recognized in Earnings [Line Items] | |
Asset Impairment Charges | 205,888 |
Equity Method Investments [Member] | |
Joint Venture (Details) - Other than Temporary Impairment, Credit Losses Recognized in Earnings [Line Items] | |
Asset Impairment Charges | $ 595,046 |
Accounts Receivable (Details)
Accounts Receivable (Details) - USD ($) | 3 Months Ended | ||
Aug. 31, 2023 | Aug. 31, 2022 | May 31, 2023 | |
Receivables [Abstract] | |||
Accounts Receivable, after Allowance for Credit Loss, Current | $ 758,032 | $ 431,204 | |
Accounts Receivable, Credit Loss Expense (Reversal) | $ 300 | $ 0 |
Inventory (Details) - Schedule
Inventory (Details) - Schedule of Inventory, Current - USD ($) | Aug. 31, 2023 | May 31, 2023 |
Schedule Of Inventory Current Abstract | ||
Raw materials | $ 299,306 | $ 399,728 |
Finished goods | 2,752,178 | 2,613,204 |
Total | $ 3,051,484 | $ 3,012,932 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - Deferred Costs, Capitalized, Prepaid, and Other Assets - USD ($) | Aug. 31, 2023 | May 31, 2023 |
Deferred Costs Capitalized Prepaid And Other Assets Abstract | ||
Prepaid expenses | $ 125,148 | $ 147,953 |
Employee receivable | 0 | 1,000 |
Total | $ 125,148 | $ 148,953 |
Note Receivable (Details)
Note Receivable (Details) - IGH Note [Member] - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | 14 Months Ended | |||
Jun. 21, 2021 | Jul. 12, 2021 | Aug. 31, 2022 | Aug. 12, 2022 | May 31, 2022 | Aug. 12, 2022 | Oct. 31, 2018 | |
Note Receivable (Details) [Line Items] | |||||||
Financing Receivable, after Allowance for Credit Loss, Current | $ 5,000,000 | ||||||
Proceeds from Collection of Notes Receivable | $ 500,000 | $ 500,000 | $ 348,165 | $ 2,000,000 | $ 2,740,820 | $ 3,000,000 | |
Gain (Loss) Related to Litigation Settlement | 348,165 | ||||||
Measurement Input, Default Rate [Member] | |||||||
Note Receivable (Details) [Line Items] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 15% | ||||||
Principal [Member] | |||||||
Note Receivable (Details) [Line Items] | |||||||
Proceeds from Collection of Notes Receivable | 333,333 | 2,666,670 | |||||
Accrued Interest [Member] | |||||||
Note 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 ($) | 3 Months Ended | |
Aug. 31, 2023 | Aug. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Payments to Acquire Property, Plant, and Equipment | $ 20,683 | $ 88,233 |
Depreciation | $ 158,723 | $ 208,190 |
Property, Plant and Equipment_3
Property, Plant and Equipment (Details) - Property, Plant and Equipment - USD ($) | Aug. 31, 2023 | May 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Less: accumulated depreciation | $ (2,845,872) | $ (2,687,146) |
Property, plant, and equipment, net | 2,775,034 | 2,913,077 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | 151,026 | 148,243 |
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 | 2,410,358 | 2,392,458 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | $ 2,911,164 | $ 2,911,164 |
Right of Use Assets and Liabi_3
Right of Use Assets and Liabilities – Operating Leases (Details) - USD ($) | 3 Months Ended | ||||
Oct. 20, 2021 | Aug. 31, 2023 | Aug. 31, 2022 | May 31, 2023 | May 31, 2019 | |
Right of Use Assets and Liabilities – Operating Leases (Details) [Line Items] | |||||
Operating Lease, Expense | $ 123,408 | $ 124,388 | |||
Operating Lease, Right-of-Use Asset, Periodic Reduction | 89,736 | $ 86,749 | |||
Operating Lease, Right-of-Use Asset | 1,551,841 | $ 1,641,577 | $ 4,159,621 | ||
Operating Lease, Liability | $ 1,831,368 | $ 4,116,221 | |||
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 | ||||
Maximum [Member] | |||||
Right of Use Assets and Liabilities – Operating Leases (Details) [Line Items] | |||||
Lessee, Operating Lease, Term of Contract | 10 years 6 months |
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 | 3 Months Ended |
Aug. 31, 2023 USD ($) | |
Property Plant And Equipment Lessor Asset Under Operating Lease Abstract | |
Right to use assets | $ 1,641,577 |
Amount amortized | (2,401,892) |
Impairment | (205,888) |
Right to use assets | $ 1,551,841 |
Right of Use Assets and Liabi_5
Right of Use Assets and Liabilities – Operating Leases (Details) - Lease, Cost - USD ($) | 51 Months Ended | |
Aug. 31, 2023 | May 31, 2023 | |
Right of Use Assets and Liabilities – Operating Leases (Details) - Lease, Cost [Line Items] | ||
Lease liability | $ 4,116,221 | |
Less: current portion | (404,889) | $ (374,004) |
Lease liability, non-current | 1,426,479 | $ 1,544,283 |
Amount amortized | (2,284,853) | |
Lease liability | 1,831,368 | |
Building [Member] | ||
Right of Use Assets and Liabilities – Operating Leases (Details) - Lease, Cost [Line Items] | ||
Lease liability | 1,619,629 | |
Land [Member] | ||
Right of Use Assets and Liabilities – Operating Leases (Details) - Lease, Cost [Line Items] | ||
Lease liability | 205,888 | |
Office Equipment [Member] | ||
Right of Use Assets and Liabilities – Operating Leases (Details) - Lease, Cost [Line Items] | ||
Lease liability | $ 5,851 |
Right of Use Assets and Liabi_6
Right of Use Assets and Liabilities – Operating Leases (Details) - Lessee, Operating Lease, Liability, Maturity - USD ($) | Aug. 31, 2023 | May 31, 2019 |
Lessee Operating Lease Liability Maturity Abstract | ||
Twelve months ended August 31, 2024 | $ 529,435 | |
Twelve months ended August 31, 2025 | 519,444 | |
Twelve months ended August 31, 2026 | 376,797 | |
Twelve months ended August 31, 2027 | 227,999 | |
Twelve months ended August 31, 2028 | 233,362 | |
Thereafter | 461,229 | |
Total | 2,348,266 | |
Less: Present value discount | (516,898) | |
Lease liability | $ 1,831,368 | $ 4,116,221 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 3 Months Ended | |
Aug. 31, 2023 | Aug. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of Intangible Assets | $ 7,751 | $ 28,745 |
Intangible Assets (Details) - S
Intangible Assets (Details) - Schedule of Finite-Lived Intangible Assets - USD ($) | 3 Months Ended | 12 Months Ended |
Aug. 31, 2023 | May 31, 2023 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross | $ 357,993 | $ 1,663,593 |
Intangible Assets, Accumulated Amortization | (156,656) | (588,217) |
Intangible Assets, Impairment | 0 | (866,288) |
Intangible Assets, Net | 201,337 | 209,088 |
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 | |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross | 110,000 | 990,000 |
Intangible Assets, Accumulated Amortization | (28,417) | (243,375) |
Intangible Assets, Impairment | 0 | (663,667) |
Intangible Assets, Net | 81,583 | 82,958 |
Trademarks and Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross | 222,000 | |
Intangible Assets, Accumulated Amortization | (114,700) | |
Intangible Assets, Impairment | 0 | |
Intangible Assets, Net | 107,300 | |
Internet Domain Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross | 25,993 | 25,993 |
Intangible Assets, Accumulated Amortization | (13,539) | (12,713) |
Intangible Assets, Impairment | 0 | 0 |
Intangible Assets, Net | $ 12,454 | 13,280 |
Intellectual Property [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross | 319,600 | |
Intangible Assets, Accumulated Amortization | (157,137) | |
Intangible Assets, Impairment | (162,463) | |
Intangible Assets, Net | 0 | |
Noncompete Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross | 27,000 | |
Intangible Assets, Accumulated Amortization | (27,000) | |
Intangible Assets, Impairment | 0 | |
Intangible Assets, Net | $ 0 |
Intangible Assets (Details) -_2
Intangible Assets (Details) - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense - USD ($) | Aug. 31, 2023 | May 31, 2023 |
Schedule Of Finite Lived Intangible Assets Future Amortization Expense Abstract | ||
2024 | $ 31,036 | |
2025 | 31,036 | |
2026 | 31,036 | |
2027 | 30,146 | |
2028 | 24,000 | |
Thereafter | 54,083 | |
$ 201,337 | $ 209,088 |
Goodwill (Details)
Goodwill (Details) - USD ($) | Aug. 31, 2023 | May 31, 2023 |
Disclosure Text Block Supplement [Abstract] | ||
Goodwill | $ 557,896 | $ 557,896 |
Other Assets (Details)
Other Assets (Details) - USD ($) | Aug. 31, 2023 | May 31, 2023 |
Other Noncurrent Assets Disclosure Abstract | ||
Deposit Assets | $ 58,175 | $ 0 |
Other Assets (Details) - Schedu
Other Assets (Details) - Schedule of Other Assets - USD ($) | Aug. 31, 2023 | May 31, 2023 |
Schedule Of Other Assets Abstract | ||
Construction deposit | $ 58,175 | $ 0 |
Security deposits | 157,500 | 157,500 |
Other assets | $ 215,675 | $ 157,500 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities (Details) - Schedule of Accounts Payable and Accrued Liabilities - USD ($) | Aug. 31, 2023 | May 31, 2023 |
Schedule Of Accounts Payable And Accrued Liabilities Abstract | ||
Trade accounts payable | $ 2,555,625 | $ 1,793,585 |
Accrued payroll and payroll taxes | 390,935 | 311,505 |
Accrued liabilities | 427,870 | 623,482 |
Total | $ 3,374,430 | $ 2,728,572 |
Loans Payable (Details)
Loans Payable (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Oct. 21, 2022 | Sep. 30, 2022 | Aug. 31, 2023 | May 31, 2023 | |
CBR Financing Agreement [Member] | ||||
Loans Payable (Details) [Line Items] | ||||
Debt Instrument, Face Amount | $ 900,000 | |||
Debt Instrument, Payment Terms | The CBR 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 | |||
Proceeds from Loans | $ 873,000 | |||
Repayments of Debt | 838,688 | |||
Debt Instrument, Unamortized Discount | $ 27,000 | 8,438 | ||
Amortization of Debt Discount (Premium) | $ 7,312 | 18,563 | ||
Loans Payable | 56,250 | 385,550 | ||
TVT Financing Agreement [Member] | ||||
Loans Payable (Details) [Line Items] | ||||
Debt Instrument, Face Amount | $ 200,000 | |||
Debt Instrument, Payment Terms | The TVT Loan is repayable in 48 weekly installments in the amount of $5,916.67. | |||
Proceeds from Loans | 194,000 | |||
Repayments of Debt | 183,417 | |||
Debt Instrument, Unamortized Discount | $ 6,000 | 2,125 | ||
Amortization of Debt Discount (Premium) | 1,626 | 3,875 | ||
Loans Payable | 22,287 | 85,830 | ||
Principal [Member] | CBR Financing Agreement [Member] | ||||
Loans Payable (Details) [Line Items] | ||||
Repayments of Debt | 336,611 | 506,014 | ||
Principal [Member] | TVT Financing Agreement [Member] | ||||
Loans Payable (Details) [Line Items] | ||||
Repayments of Debt | 65,170 | 112,045 | ||
Accrued Interest [Member] | CBR Financing Agreement [Member] | ||||
Loans Payable (Details) [Line Items] | ||||
Repayments of Debt | 44,125 | 332,674 | ||
Accrued Interest [Member] | TVT Financing Agreement [Member] | ||||
Loans Payable (Details) [Line Items] | ||||
Repayments of Debt | $ 11,416 | $ 71,372 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) - Convertible Debt - Convertible Debt [Member] - USD ($) | Aug. 31, 2023 | May 31, 2023 |
Convertible Notes Payable (Details) - Convertible Debt [Line Items] | ||
Convertible Notes Payable | $ 5,704,319 | $ 5,804,319 |
Total - Convertible Notes Payable, Net of Discounts, Current Portion, net of discount | 2,852,160 | 2,952,160 |
Total - Convertible Notes Payable, Net of Discounts, Long-term Portion, net of discount | 2,852,159 | 2,852,159 |
Navy Capital Debenture 2 [Member] | ||
Convertible Notes Payable (Details) - Convertible Debt [Line Items] | ||
Convertible Notes Payable | 450,446 | 450,446 |
Darling Capital Debenture [Member] | ||
Convertible Notes Payable (Details) - Convertible Debt [Line Items] | ||
Convertible Notes Payable | 0 | 100,000 |
US Convertible Debenture 7 [Member] | ||
Convertible Notes Payable (Details) - Convertible Debt [Line Items] | ||
Convertible Notes Payable | $ 5,253,873 | $ 5,253,873 |
Convertible Notes Payable (De_2
Convertible Notes Payable (Details) - Convertible Debt (Parentheticals) - Convertible Debt [Member] - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||||||
Nov. 02, 2022 | Nov. 01, 2022 | Sep. 15, 2022 | Apr. 19, 2021 | Apr. 15, 2021 | Mar. 31, 2021 | Dec. 12, 2018 | Oct. 25, 2018 | Aug. 31, 2023 | Aug. 31, 2022 | Nov. 30, 2019 | May 31, 2023 | May 31, 2022 | Oct. 31, 2018 | |
Convertible Notes Payable (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||||
Accrued interest | $ 41,900 | $ 47,928 | ||||||||||||
Navy Capital Debenture 2 [Member] | ||||||||||||||
Convertible Notes Payable (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||||
Amount | $ 1,000,000 | |||||||||||||
Interest rate | 8% | |||||||||||||
Conversion rate (in Dollars per share) | $ 3.2 | |||||||||||||
Discount recorded | $ 813,724 | |||||||||||||
Dated | Oct. 31, 2018 | |||||||||||||
Mature | 3 years | |||||||||||||
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. | ||||||||||||
Accrued interest | $ 9,009 | $ 22,522 | ||||||||||||
Interest Payments | 0 | 22,522 | ||||||||||||
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 | ||||||||||||
Converted shares (in Shares) | 2,410,279 | |||||||||||||
Converted, warrants (in Shares) | 1,205,140 | |||||||||||||
Navy Capital Debenture 2 [Member] | Principal [Member] | ||||||||||||||
Convertible Notes Payable (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||||
Converted | $ 675,668 | |||||||||||||
Navy Capital Debenture 2 [Member] | Accrued Interest [Member] | ||||||||||||||
Convertible Notes Payable (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||||
Converted | $ 11,261 | |||||||||||||
Darling Capital Debenture [Member] | ||||||||||||||
Convertible Notes Payable (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||||
Amount | $ 532,000 | |||||||||||||
Interest rate | 8% | |||||||||||||
Conversion rate (in Dollars per share) | $ 3.2 | |||||||||||||
Discount recorded | $ 416,653 | |||||||||||||
Dated | Oct. 25, 2018 | |||||||||||||
Mature | 3 years | |||||||||||||
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. | |||||||||||||
Accrued interest | 0 | 11,982 | ||||||||||||
Interest Payments | 23,964 | 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 | ||||||||||||
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 | 100,000 | |||||||||||||
Capitalized interest | $ 3,283 | |||||||||||||
US Convertible Debenture 7 [Member] | ||||||||||||||
Convertible Notes Payable (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||||
Amount | $ 12,012,000 | |||||||||||||
Interest rate | 8% | |||||||||||||
Conversion rate (in Dollars per share) | $ 3.2 | |||||||||||||
Dated | Dec. 12, 2018 | |||||||||||||
Mature | 3 years | |||||||||||||
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. | |||||||||||||
Accrued interest | 105,077 | 264,383 | ||||||||||||
Interest Payments | $ 0 | $ 264,383 | ||||||||||||
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 | ||||||||||||
Converted | $ 25,857 | $ 281,000 | ||||||||||||
Converted shares (in Shares) | 28,414,149 | 8,081 | 234,167 | |||||||||||
Converted, warrants (in Shares) | 14,207,075 | 4,040 | 117,084 | |||||||||||
US Convertible Debenture 7 [Member] | Principal [Member] | ||||||||||||||
Convertible Notes Payable (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||||
Converted | $ 7,965,278 | |||||||||||||
US Convertible Debenture 7 [Member] | Accrued Interest [Member] | ||||||||||||||
Convertible Notes Payable (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||||||||||||
Converted | $ 132,755 |
Convertible Notes Payable _ Rel
Convertible Notes Payable – Related Party (Details) - Convertible Debt - Related Party [Member] - USD ($) | Aug. 31, 2023 | May 31, 2023 |
Convertible Notes Payable – Related Party (Details) - Convertible Debt [Line Items] | ||
Total – Convertible Notes Payable - Related Party, Current Portion | $ 900,891 | $ 900,891 |
Total – Convertible Notes Payable – Related Party, Long-term Portion | 900,892 | 900,892 |
US Convertible Debenture 1 [Member] | ||
Convertible Notes Payable – Related Party (Details) - Convertible Debt [Line Items] | ||
Convertible debenture | $ 1,801,783 | $ 1,801,783 |
Convertible Notes Payable _ R_2
Convertible Notes Payable – Related Party (Details) - Convertible Debt (Parentheticals) - Related Party [Member] - US Convertible Debenture 1 [Member] - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Sep. 15, 2022 | Apr. 15, 2021 | Jul. 26, 2019 | Oct. 31, 2018 | Aug. 31, 2023 | Aug. 31, 2022 | May 31, 2021 | |
Convertible Notes Payable – Related Party (Details) - Convertible Debt (Parentheticals) [Line Items] | |||||||
amount | $ 4,000,000 | ||||||
interest | 8% | ||||||
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 | ||||||
Discount | $ 3,254,896 | ||||||
accrued interest | $ 36,036 | $ 90,089 | |||||
interest payments | $ 0 | $ 90,089 | |||||
amended | (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. | 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. | ||||
loss on extinguishment of debt | $ 1,689,368 | $ 2,038,803 | |||||
conversion shares (in Shares) | 9,641,118 | ||||||
warrants (in Shares) | 4,820,560 | ||||||
Principal [Member] | |||||||
Convertible Notes Payable – Related Party (Details) - Convertible Debt (Parentheticals) [Line Items] | |||||||
conversion | $ 2,702,674 | ||||||
Accrued Interest [Member] | |||||||
Convertible Notes Payable – Related Party (Details) - Convertible Debt (Parentheticals) [Line Items] | |||||||
conversion | $ 45,044 | ||||||
Note Warrant [Member] | |||||||
Convertible Notes Payable – Related Party (Details) - Convertible Debt (Parentheticals) [Line Items] | |||||||
loss on extinguishment of debt | 894,090 | ||||||
Conversion Options [Member] | |||||||
Convertible Notes Payable – Related Party (Details) - Convertible Debt (Parentheticals) [Line Items] | |||||||
loss on extinguishment of debt | $ 795,278 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | 3 Months Ended | |
Aug. 31, 2023 | Aug. 31, 2022 | |
Debt Disclosure [Abstract] | ||
Amortization of Debt Discount (Premium) | $ 162,718 | $ 194,774 |
Debt Instrument, Unamortized Discount | $ 739,621 |
Notes Payable (Details) - Sched
Notes Payable (Details) - Schedule of Debt - Notes Payable, Other Payables [Member] - USD ($) | 3 Months Ended | 12 Months Ended |
Aug. 31, 2023 | May 31, 2023 | |
Notes Payable (Details) - Schedule of Debt [Line Items] | ||
Debenture | $ 2,354,167 | $ 2,500,000 |
Original Issue Discount | 1,875,000 | 1,875,000 |
Notes Payable, Gross | 4,229,167 | 4,375,000 |
Less: Discount | (739,621) | (902,339) |
Notes Payable, Net of Discount | 3,489,546 | 3,472,661 |
Total – Notes Payable, Net of Discounts, Current Portion | 1,754,168 | 1,439,584 |
Total – Convertible Notes Payable, Net of Discounts | 1,735,378 | 2,033,077 |
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 | 104,167 | 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) - Notes Payable, Other Payables [Member] - USD ($) | 3 Months Ended | |||||||
May 31, 2023 | Jan. 04, 2022 | Dec. 21, 2021 | Dec. 01, 2021 | Aug. 31, 2023 | Feb. 28, 2023 | Aug. 31, 2022 | Dec. 21, 2012 | |
Notes Payable (Details) - Schedule of Debt (Parentheticals) [Line Items] | ||||||||
Interest payments | $ 12,370 | $ 20,833 | ||||||
Debenture 1 [Member] | ||||||||
Notes Payable (Details) - Schedule of Debt (Parentheticals) [Line Items] | ||||||||
Amount | $ 250,000 | |||||||
Interest payable | payable quarterly commencing six months after issuance | |||||||
Interest Rate | 15% | |||||||
Warrants (in Shares) | 75,758 | |||||||
Maturity | Oct. 31, 2024 | 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 | 13,876 | 18,145 | ||||||
Accrued interest | 9,375 | $ 9,375 | ||||||
Discount charged to operations | 1,275 | 1,667 | ||||||
Interest payments | $ 9,375 | 22,917 | ||||||
Debenture 2 [Member] | ||||||||
Notes Payable (Details) - Schedule of Debt (Parentheticals) [Line Items] | ||||||||
Amount | $ 250,000 | |||||||
Interest payable | payable quarterly commencing six months after issuance | |||||||
Interest Rate | 15% | |||||||
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 | $ 18,145 | 18,145 | ||||||
Accrued interest | 6,224 | 9,375 | ||||||
Discount charged to operations | 1,009 | 1,009 | ||||||
Principal payments | 145,833 | 0 | ||||||
Debenture 3 [Member] | ||||||||
Notes Payable (Details) - Schedule of Debt (Parentheticals) [Line Items] | ||||||||
Amount | $ 500,000 | |||||||
Interest payable | payable quarterly commencing six months after issuance | |||||||
Interest Rate | 15% | |||||||
Warrants (in Shares) | 151,516 | |||||||
Maturity | Oct. 31, 2024 | 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 | 29,886 | 36,290 | ||||||
Accrued interest | 18,750 | 18,750 | ||||||
Discount charged to operations | 1,541 | 1,871 | ||||||
Interest payments | 18,750 | 41,458 | ||||||
Debenture 4 [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 | Oct. 31, 2024 | 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 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 | |||||||
Original issue discount | 375,000 | |||||||
original issue discount was charged to operations | 30,882 | 37,500 | ||||||
Accrued interest | 18,750 | 18,750 | ||||||
Discount charged to operations | 1,413 | 1,715 | ||||||
Interest payments | 18,750 | 38,750 | ||||||
Debenture 5 [Member] | ||||||||
Notes Payable (Details) - Schedule of Debt (Parentheticals) [Line Items] | ||||||||
Amount | $ 500,000 | |||||||
Interest payable | payable quarterly commencing six months after issuance | |||||||
Interest Rate | 15% | |||||||
Warrants (in Shares) | 151,516 | |||||||
Maturity | Oct. 31, 2024 | 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 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 | |||||||
Original issue discount | 375,000 | |||||||
original issue discount was charged to operations | 30,882 | 37,500 | ||||||
Accrued interest | 18,750 | 18,750 | ||||||
Discount charged to operations | 1,413 | 1,715 | ||||||
Interest payments | 18,750 | 38,750 | ||||||
Debenture 6 [Member] | ||||||||
Notes Payable (Details) - Schedule of Debt (Parentheticals) [Line Items] | ||||||||
Amount | $ 500,000 | |||||||
Interest payable | payable quarterly commencing six months after issuance, | |||||||
Interest Rate | 15% | |||||||
Warrants (in Shares) | 151,516 | |||||||
Maturity | Oct. 31, 2024 | 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 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 | |||||||
Original issue discount | $ 375,000 | |||||||
original issue discount was charged to operations | 30,882 | 37,500 | ||||||
Accrued interest | 18,750 | 18,750 | ||||||
Discount charged to operations | 1,413 | 1,715 | ||||||
Interest payments | $ 18,750 | $ 38,750 |
Notes Payable (Details) - Sch_3
Notes Payable (Details) - Schedule of Maturities of Long-term Debt | Aug. 31, 2023 USD ($) |
Schedule Of Maturities Of Long Term Debt Abstract | |
2024 | $ 5,507,219 |
2025 | 4,615,550 |
2026 | 375,000 |
2027 | 375,000 |
2028 | 375,000 |
Thereafter | 487,500 |
Total | $ 11,735,269 |
Lease Liabilities - Financing_3
Lease Liabilities - Financing Leases (Details) - Finance Lease - USD ($) | Aug. 31, 2023 | May 31, 2023 |
Lease Liabilities - Financing Leases (Details) - Finance Lease [Line Items] | ||
Financing lease obligation | $ 266,648 | $ 287,167 |
Total | 266,648 | 287,167 |
Current portion | 90,871 | 86,887 |
Long-term maturities | 175,777 | 200,280 |
Finance Lease 1 [Member] | ||
Lease Liabilities - Financing Leases (Details) - Finance Lease [Line Items] | ||
Financing lease obligation | 257,389 | 277,180 |
Total | 257,389 | 277,180 |
Finance Lease 2 [Member] | ||
Lease Liabilities - Financing Leases (Details) - Finance Lease [Line Items] | ||
Financing lease obligation | 9,259 | 9,987 |
Total | $ 9,259 | $ 9,987 |
Lease Liabilities - Financing_4
Lease Liabilities - Financing Leases (Details) - Finance Lease (Parentheticals) - USD ($) | 3 Months Ended | |||
Jun. 20, 2022 | Mar. 14, 2022 | Aug. 31, 2023 | Aug. 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 | $ 19,791 | $ 16,907 | ||
Interest payments | 10,728 | 13,612 | ||
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 | 728 | 728 | ||
Interest payments | $ 244 | $ 320 |
Lease Liabilities - Financing_5
Lease Liabilities - Financing Leases (Details) - Finance Lease, Liability, Fiscal Year Maturity | Aug. 31, 2023 USD ($) |
Finance Lease Liability Fiscal Year Maturity Abstract | |
2024 | $ 90,871 |
2025 | 106,146 |
2026 | 69,631 |
2026 | 0 |
2028 | 0 |
Thereafter | 0 |
Total | $ 266,648 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - $ / shares | 2 Months Ended | ||||
Sep. 15, 2022 | Mar. 31, 2018 | Aug. 31, 2023 | May 31, 2023 | Sep. 14, 2022 | |
Stockholders' Equity (Details) [Line Items] | |||||
Common Stock, Shares Authorized | 187,500,000 | 187,500,000 | |||
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 | |||
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.001 | $ 0.001 | |||
Stockholders' Equity, Reverse Stock Split | 1-for-4 | ||||
Common Stock, Shares, Outstanding | 72,543,141 | 72,543,141 | 290,070,272 | ||
Stock Issued During Period, Shares, Reverse Stock Splits | 576 | ||||
Class of Warrant or Rights, Granted | 51,310 | ||||
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. | ||||
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 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range - $ / shares | 3 Months Ended | 12 Months Ended | ||
Aug. 31, 2023 | May 31, 2023 | May 31, 2022 | May 31, 2021 | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Number of warrants outstanding (in Shares) | 21,181,449 | 21,181,449 | 1,729,924 | |
Weighted average remaining contractual life | 2 years 7 days | |||
Weighted average exercise price of outstanding warrants | $ 0.46 | $ 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 14 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 $0.40 [Member] | Minimum [Member] | ||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise Price | $ 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 14 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 $1.60[Member] | Minimum [Member] | ||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise Price | $ 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 3 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 | |||
Warrants Exercisable at $1.65 [Member] | Minimum [Member] | ||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise Price | $ 1.65 |
Stockholders' Equity (Details_2
Stockholders' Equity (Details) - Schedule of Stockholders' Equity Note, Warrants or Rights - $ / shares | 3 Months Ended | 12 Months Ended | |
Aug. 31, 2023 | May 31, 2023 | May 31, 2022 | |
Schedule Of Stockholders Equity Note Warrants Or Rights Abstract | |||
Warrants outstanding, Number of Shares | 21,181,449 | 1,729,924 | |
Warrants outstanding, Weighted Average Exercise Price | $ 0.46 | $ 0.46 | $ 1.98 |
Granted, Number of Shares | 0 | 20,232,775 | |
Granted, Weighted Average Exercise Price | $ 0 | $ 0.4 | |
Exercised, Number of Shares | 0 | 0 | |
Exercised, Weighted Average Exercise Price | $ 0 | $ 0 | |
Cancelled / Expired, Number of Shares | 0 | (781,250) | |
Cancelled / Expired, Weighted Average Exercise Price | $ 0 | $ 0.6 | |
Warrants outstanding, Number of Shares | 21,181,449 | 21,181,449 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | |
Aug. 31, 2023 | May 31, 2023 | |
Related Party Transactions (Details) [Line Items] | ||
Employee-related Liabilities, Current | $ 390,935 | $ 311,505 |
Related Party Transaction, Amounts of Transaction | 15,000 | |
Former Officer [Member] | ||
Related Party Transactions (Details) [Line Items] | ||
Employee-related Liabilities, Current | 16,250 | $ 16,250 |
Director [Member] | ||
Related Party Transactions (Details) [Line Items] | ||
Related Party Transaction, Amounts of Transaction | 5,000 | |
Chief Executive Officer [Member] | ||
Related Party Transactions (Details) [Line Items] | ||
Compensation Expense, Excluding Cost of Good and Service Sold | 50,000 | |
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | 25,000 | |
Accrued Bonuses, Current | 25,000 | |
Related Party [Member] | Navy Capital Debenture 1 [Member] | ||
Related Party Transactions (Details) [Line Items] | ||
Interest Payable | 42,042 | |
Notes Payable | $ 1,801,783 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of Effective Income Tax Rate Reconciliation - USD ($) | 3 Months Ended | |
Aug. 31, 2023 | Aug. 31, 2022 | |
Schedule Of Effective Income Tax Rate Reconciliation Abstract | ||
Revenue | $ 5,114,527 | $ 6,044,927 |
Directly attributable costs | (2,840,601) | (3,573,094) |
Deferred | $ 2,273,926 | $ 2,471,833 |
Tax rate | 21% | 21% |
Tax expense | $ 477,524 | $ 519,085 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 50 Months Ended | |||||||
Sep. 01, 2022 USD ($) | Oct. 20, 2021 USD ($) a | Feb. 29, 2020 USD ($) ft² | Feb. 28, 2019 USD ($) ft² | Jan. 31, 2018 USD ($) ft² | Aug. 31, 2023 USD ($) | Aug. 31, 2022 USD ($) | Feb. 28, 2019 USD ($) ft² | Feb. 29, 2020 USD ($) ft² | Oct. 20, 2022 USD ($) | Apr. 17, 2017 ft² | |
Commitments and Contingencies (Details) [Line Items] | |||||||||||
Estimated Litigation Liability | $ 48,890 | ||||||||||
Other Accrued Liabilities, Current | $ 27,314 | ||||||||||
Area of Real Estate Property | a | 20 | ||||||||||
Operating Lease, Expense | $ 123,408 | $ 124,388 | |||||||||
Loss Contingency Accrual, Provision | $ 10,000 | ||||||||||
Minimum [Member] | |||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||
Lessee, Operating Lease, Term of Contract | 1 year | ||||||||||
Operating Lease, Expense | $ 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 | ||||||||||
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 |