Simplicity Esports and Gaming (WINR) 10-Q 10 Mar 23 2023 Q2 Quarterly report Financial data

Cover

Cover - shares	6 Months Ended
	Nov. 30, 2022	Mar. 08, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Nov. 30, 2022
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--05-31
Entity File Number	001-38188
Entity Registrant Name	SIMPLICITY ESPORTS AND GAMING COMPANY
Entity Central Index Key	0001708410
Entity Tax Identification Number	82-1231127
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	7000 W. Palmetto Park Road
Entity Address, Address Line Two	Suite 505
Entity Address, City or Town	Boca Raton
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33433
City Area Code	(855)
Local Phone Number	345-9467
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		21,686,369

Consolidated Balance Sheets (Un

Consolidated Balance Sheets (Unaudited) - USD ($)	Nov. 30, 2022	May 31, 2022
Current Assets
Cash and cash equivalents	$ 64,074	$ 103,437
Accounts receivable, net	16,231	60,549
Other receivable – sale of Brazil assets	246,151
Inventory		115,188
Prepaid expenses		154,093
Other current assets	3,000	74,101
Total Current Assets	329,456	507,368
Other Assets
Goodwill		1,472,884
Intangible assets, net		1,007,142
Deferred brokerage fees	67,062	71,436
Property and equipment, net	3,727	195,202
Right of use asset, operating leases, net		532,216
Security deposits		40,307
Due from franchisees		411
Total Other Assets	70,789	3,319,598
TOTAL ASSETS	400,245	3,826,966
Current Liabilities
Accounts payable	983,825	779,363
Accrued expenses	1,848,701	1,835,181
Current portion of convertible notes payable, net of discount	2,893,538	1,548,351
Derivative liability	3,390,009
Loan payable	41,735	41,735
Operating lease obligation, current	1,254,481	332,519
Current portion of deferred revenues	23,768	27,768
Related party loan, current portion		247,818
Total Current Liabilities	10,436,057	4,812,735
Non-Current Liabilities
Non-current portion of convertible notes payable, net of discount	1,205,577	1,545,044
Secured promissory notes payable, net of discount	75,669	69,636
Operating lease obligation, net of current portion		1,092,627
Deferred revenues, less current portion	144,736	152,620
Total Non-Current Liabilities	1,425,982	2,859,927
Total Liabilities	11,862,039	7,672,662
Commitments and Contingencies – Note 7
Stockholders’ Deficit
Preferred stock - $0.0001 par value, 1,000,000 shares authorized; one share and no shares issued and outstanding as of November 30, 2022, and May 31, 2022, respectively
Common stock - $0.0001 par value; 250,000,000 shares authorized; 9,576,161 and 1,830,818 shares issued and outstanding as of November 30, 2022, and May 31, 2022, respectively	957	182
Common stock issuable	48,244	57,700
Additional paid-in capital	16,777,995	26,014,021
Accumulated deficit	(28,443,843)	(29,838,444)
Total Simplicity Esports and Gaming Company Stockholders’ Deficit	(11,616,647)	(3,766,541)
Non-Controlling Interest	154,853	(79,155)
Total Stockholders’ Deficit	(11,461,794)	(3,845,696)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$ 400,245	$ 3,826,966

Consolidated Balance Sheets (_2

Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Nov. 30, 2022	May 31, 2022
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, authorized	1,000,000	1,000,000
Preferred stock, issued	1	0
Preferred stock, outstanding	1	0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, authorized	250,000,000	250,000,000
Common Stock, Shares, Outstanding	9,576,161	1,830,818
Common stock, issued	9,576,161	1,830,818

Consolidated Statements of Oper

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Nov. 30, 2022	Nov. 30, 2021	Nov. 30, 2022	Nov. 30, 2021
Revenues
Total Revenues	$ 175,317	$ 843,815	$ 519,430	$ 1,748,655
Cost of Goods Sold	(73,448)	(485,394)	(167,896)	(1,092,516)
Gross Margin	101,869	358,421	351,534	656,139
Operating Expenses
Compensation and related benefits	230,099	845,886	793,540	2,149,012
Professional fees	197,385	129,723	276,756	579,076
General and administrative expenses	260,328	432,127	533,754	875,822
Impairment loss	463,405		3,258,721
Total Operating Expenses	1,151,217	1,407,736	4,862,771	3,603,910
Loss from Operations	(1,049,348)	(1,049,315)	(4,511,237)	(2,947,771)
Other Income (Expense)
(Loss) gain on extinguishment of debt	(223,924)	29,168	(275,498)	(1,730,801)
Interest and financing expense	(720,714)	(1,145,794)	(1,567,831)	(1,805,490)
Interest income		9		28
Other income	3,574	206	65,608	52,564
(Loss) gain on issuance of shares to employees and as consideration for accounts payable	(8,521)		(35,747)
Gain on disposition of assets	154,348		395,272
Gain on change in value of derivative liability	7,389,820		7,389,820
Total Other Income (Expense)	6,594,583	(1,116,411)	5,971,624	(3,483,699)
Income (Loss) Before Provision for Income Taxes	5,545,235	(2,165,726)	1,460,387	(6,431,470)
Provision for Income Taxes
Net Income (Loss)	5,545,235	(2,165,726)	1,460,387	(6,431,470)
Net (income) loss attributable to noncontrolling interest	6,476	36,429	(65,786)	91,266
Net income (loss) attributable to common shareholders	$ 5,551,711	$ (2,129,297)	$ 1,394,601	$ (6,340,204)
Basic Net Income (Loss) per share	$ 0.93	$ (1.39)	$ 0.34	$ (4.15)
Diluted Net Income (Loss) Per Share	$ 0.53	$ (1.39)	$ 0.28	$ (4.15)
Basic Weighted Average Number of Common Shares Outstanding	5,974,820	1,527,908	4,162,799	1,526,066
Diluted Weighted Average Number of Common Shares Outstanding	10,523,375	1,527,908	4,970,024	1,526,066
Franchise Royalties Fees And Other [Member]
Revenues
Total Revenues	$ 32,975	$ 96,953	$ 70,955	$ 159,311
Company-owned Stores Sales [Member]
Revenues
Total Revenues	141,220	681,732	443,836	1,355,233
Esports Revenue [Member]
Revenues
Total Revenues	$ 1,122	$ 65,130	$ 4,639	$ 234,111

Consolidated Statements of Chan

Consolidated Statements of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($)	Common Stock [Member]	Common Stock Including Additional Paid in Capital [Member]	Common Stock Issuable [Member]	Preferred Stock [Member]	Preferred Stock Including Additional Paid in Capital [Member]	Noncontrolling Interest [Member]	Retained Earnings [Member]	Total
Balance at May. 31, 2021	$ 142	$ 16,708,762				$ 173,039	$ (12,291,899)	$ 4,590,044
Balance, shares at May. 31, 2021	1,427,124
Net Loss							(4,210,907)	(4,210,907)
Shares issued in connection with issuance and amendments of notes payable	$ 4	4,136,895						4,136,899
Shares issued in connection with issuance and amendments of notes payable, shares	38,125
Shares issued for contracted services	$ 2	224,875						224,877
Shares issued for contracted services, shares	21,346
Sale of warrants		100,000						100,000
Shares issued in connection with franchise acquisitions	$ 1	62,999						63,000
Shares issued in connection with franchise acquisition, shares	6,000
Common stock issuable			850,775					850,775
Net loss attributable to non-controlling interest						(54,837)		(54,837)
Balance at Aug. 31, 2021	$ 149	21,233,531	850,775			118,202	(16,502,806)	5,699,851
Balance, shares at Aug. 31, 2021	1,492,595
Balance at May. 31, 2021	$ 142	16,708,762				173,039	(12,291,899)	4,590,044
Balance, shares at May. 31, 2021	1,427,124
Net Loss								(6,340,204)
Net loss attributable to non-controlling interest								(91,266)
Balance at Nov. 30, 2021	$ 159	24,444,130	50,625			81,773	(18,632,103)	5,944,584
Balance, shares at Nov. 30, 2021	1,616,022
Balance at Aug. 31, 2021	$ 149	21,233,531	850,775			118,202	(16,502,806)	5,699,851
Balance, shares at Aug. 31, 2021	1,492,595
Shares issued to directors, officers, or employees as compensation	$ 8	852,085	(838,250)					13,843
Shares issued to directors, officers and employees as compensation, shares	84,656
Stock-based compensation		366,721						366,721
Net income attributable to non-controlling interest						(36,429)		(36,429)
Net Loss							(2,129,297)	(2,129,297)
Shares issued in connection with issuance and amendments of notes payable	$ 1	1,817,563						1,817,564
Shares issued in connection with issuance and amendments of notes payable, shares	18,333
Shares issued for contracted services	$ 1	174,230	(3,750)					170,481
Shares issued for contracted services, shares	20,438
Shares issued in connection with franchise acquisitions			41,850					41,850
Net loss attributable to non-controlling interest								(36,429)
Balance at Nov. 30, 2021	$ 159	24,444,130	50,625			81,773	(18,632,103)	5,944,584
Balance, shares at Nov. 30, 2021	1,616,022
Balance at May. 31, 2022	$ 182	26,014,021	57,700			(79,155)	(29,838,444)	(3,845,696)
Balance, shares at May. 31, 2022	1,830,818
Shares issued in connection with issuance and conversions of notes payable	$ 87	158,496						158,583
Shares issued in connection with issuance and amendments of notes payable, shares	872,105
Shares to be issued in connection with issuance of notes payable			11,044					11,044
Shares issued to directors, officers, or employees as compensation	$ 1	9,505	(10,000)					(494)
Shares issued to directors, officers and employees as compensation, shares	5,238
Shares issued as consideration for accounts payable	$ 41	187,679						187,720
Shares issued as consideration for accounts payable, shares	412,000
Sale of shares of Series X Convertible Preferred stock to Related Party					183,498			183,498
Sale of shares of Series X convertible preferred stock to related party, shares				1
Stock-based compensation		89,597						89,597
Non-controlling interest of original investment in subsidiaries						253,996		253,996
Net income attributable to non-controlling interest						72,262		72,262
Net Loss							(4,157,110)	(4,157,110)
Balance at Aug. 31, 2022	$ 311	26,459,298	58,744		183,498	247,103	(33,995,554)	(7,046,600)
Balance, shares at Aug. 31, 2022	3,120,161			1
Balance at May. 31, 2022	$ 182	26,014,021	57,700			(79,155)	(29,838,444)	(3,845,696)
Balance, shares at May. 31, 2022	1,830,818
Net Loss								1,394,601
Net loss attributable to non-controlling interest								65,786
Balance at Nov. 30, 2022	$ 957	16,594,497	48,244		183,498	154,853	(28,443,843)	(11,461,794)
Balance, shares at Nov. 30, 2022	9,576,161			1
Balance at Aug. 31, 2022	$ 311	26,459,298	58,744		183,498	247,103	(33,995,554)	(7,046,600)
Balance, shares at Aug. 31, 2022	3,120,161			1
Shares issued in connection with issuance and conversions of notes payable	$ 596	504,948	(10,500)					495,044
Shares issued in connection with issuance and amendments of notes payable, shares	5,956,000
Shares issued as consideration for accounts payable	$ 50	40,272						40,322
Shares issued as consideration for accounts payable, shares	500,000
Stock-based compensation		75,582						75,582
Net income attributable to non-controlling interest						(6,476)		(6,476)
Net Loss							5,551,711	5,551,711
Derivative liability		(10,485,603)						(10,485,603)
Distributions to minority interest holders						(85,774)		(85,774)
Net loss attributable to non-controlling interest								(6,476)
Balance at Nov. 30, 2022	$ 957	$ 16,594,497	$ 48,244		$ 183,498	$ 154,853	$ (28,443,843)	$ (11,461,794)
Balance, shares at Nov. 30, 2022	9,576,161			1

Condensed Consolidated Statemen

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Nov. 30, 2022	Nov. 30, 2021
Cash flows from operating activities:
Net income (loss)	$ 1,460,387	$ (6,431,470)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Non-cash interest expense	1,440,139	1,696,395
Deferred guaranteed interest		(247,400)
Depreciation expense	19,591	165,653
Amortization expense	333	156,096
Provision for uncollectible accounts	29,829	12,943
Impairment loss	3,261,186
Change in lease liability net of leased asset	(156,744)	13,982
Loss on extinguishment of debt	275,498	1,730,801
Gain on change in value of derivative liability	(7,389,820)
Stock-based compensation	165,179	1,218,814
Gain on acquisition or disposition of assets	(395,272)	(2,357)
Loss on issuance of shares to employees and as consideration for accounts payable	35,747
Deferred equity financing costs		(120,205)
Issuance of Series X preferred Share	182,498
Issuance of shares for services		407,883
Issuance of shares for interest payment		81,508
Issuance of shares for inventory		8,703
Changes in operating assets and liabilities:
Accounts receivable	(23,102)	55,599
Inventory	42,107	(157,636)
Prepaid expenses	74,101	(104,520)
Security deposits	40,307
Deferred brokerage fees	4,374	4,808
Deferred revenues	(11,884)	(12,429)
Accounts payable	398,688	(271,086)
Accrued expenses	28,849	(327,072)
Due from franchisees’	411	15,367
Net cash used in operating activities	(517,598)	(2,105,623)
Cash flows from investing activities:
Proceeds from sale of Brazil assets	145,625
Proceeds from sale of Fort Bliss Assets	128,632
Payments to minority interest holders	(44,100)
Purchase of property and equipment		(13,302)
Net cash provided by (used in) investing activities	230,157	(13,302)
Cash flows from financing activities:
Repayment of notes payable	(6,922)	(1,324,409)
Proceeds from note payable	255,000	3,761,500
Proceeds from sale of warrants		100,000
Net cash provided by financing activities	248,078	2,537,091
Net change in cash	(39,363)	418,166
Cash - beginning of period	103,437	414,257
Cash - end of period	64,074	832,423
Supplemental Disclosures of Cash Flow Information:
Cash paid for interest		180,950
Cash paid for income taxes
Supplemental Non-Cash Investing and Financing Information
Common stock issued as consideration for accounts payable	$ 228,042
Common stock issued for employees	9,505
Common stock issuable in connection with notes payable	$ 544
Purchase price consideration receivable – sale of Brazil assets	246,151
Common stock issued for consideration in an acquisition of assets		104,850
Common stock issued in connection with conversion of notes payable	514,864	269,539
Warrants issued for debt extinguishment		2,392,593
Beneficial conversion feature with warrants issued for debt discount	149,263	3,534,556
Additional paid in capital related to derivative liability	10,485,603
Derivative liability recorded as debt discount	294,226
Minority interest distribution paid directly by acquirer of assets	$ 44,100

ORGANIZATION AND DESCRIPTION OF

ORGANIZATION AND DESCRIPTION OF BUSINESS	6 Months Ended
	Nov. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION AND DESCRIPTION OF BUSINESS	NOTE 1 — ORGANIZATION AND DESCRIPTION OF BUSINESS Simplicity Esports and Gaming Company (the “Company,” “Simplicity,” “we,” or “our”) was organized as a blank check company under the laws of the State of Delaware on April 17, 2017. The Company was formed under the name I-AM Capital Acquisition Company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). On November 20, 2018, the Company changed its name from I-AM Capital Acquisition Company to Smaaash Entertainment Inc. On January 2, 2019, the Company changed its name from Smaaash Entertainment Inc. to Simplicity Esports and Gaming Company. Through our wholly owned subsidiary, Simplicity Esports, LLC, acquired on January 2, 2019, the Company implements a unique approach to ensure the ultimate fan friendly esports experience, involving gamers at the grassroots level to feel a sense of unity as we compete with top class talent. Our management and players are known within the esports community, and we use their skills to create a seamless content creation plan helping gamers feel closer to our brand than any other in the industry. Simplicity is an established brand in the esports industry with an engaged fan base competing in popular games across different genres, including PUBG, Gears of War, Smite, Guns of Boom, and multiple EA Sports titles. Additionally, the Simplicity stream team encompasses a unique group of casters, influencers, and personalities, all of whom connect to Simplicity’s dedicated fan base. Simplicity also operates esports gaming centers that provide the public the opportunity to experience and enjoy gaming and esports in a social setting, regardless of skill or experience. Through our wholly owned subsidiary, PLAYlive Nation, Inc. (“PLAYlive”), acquired on July 29, 2019, the Company has a network of franchised esports gaming centers. As of November 30, 2022, the Company had no corporate owned stores and six franchised locations operating in various states including California, Florida, Georgia, Ohio, South Carolina, and Texas. PLAYlive offers a video gaming lounge concept to qualified franchisees. PLAYlive currently offers single-unit location franchises, as well as agreements to develop multiple locations. This PLAYlive model is interlaced with the esports gaming centers mentioned above to create the ultimate gaming center.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Nov. 30, 2022
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X promulgated by the Securities and Exchange Commission (the “SEC”). In the opinion of management, the accompanying unaudited consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the consolidated financial position, operating results and cash flows for the periods presented. The accompanying unaudited consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K, as filed with the SEC on September 27, 2022. The interim results for the three months ended November 30, 2022, are not necessarily indicative of the results to be expected for the year ending May 31, 2023, or for any future interim periods. Basis of Consolidation The accompanying unaudited consolidated financial statements include the operations of the Company and its wholly owned subsidiaries, Simplicity Esports, LLC, PLAYlive, Simplicity Union Gap, LLC, Simplicity Kennewick, LLC, Simplicity Humble, LLC, Simplicity Frisco, LLC, Simplicity Billings, LLC, Simplicity Brea, LLC, Simplicity Santa Rosa, LLC, Simplicity St. Louis, LLC, Simplicity St. Petersburg, LLC, Simplicity Fullerton, LLC, Simplicity Salinas, LLC, Simplicity Tracy, LLC, Simplicity Vancouver, LLC, Simplicity Fort Bliss, LLC, and PLAYlive Nation Holdings, LLC; its 59 79 51 All significant intercompany accounts and transactions have been eliminated in consolidation. Cash and cash equivalents The Company considers short-term interest-bearing investments with initial maturities of three months or less to be cash equivalents. The Company has no Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents and accounts receivable. Cash and cash equivalents in a financial institution, which at times, may exceed the Federal depository insurance coverage of $ 250,000 Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the consolidated balance sheet except as noted in the Fair Value Measurement section described below. Foreign Currencies Revenue and expenses are translated at average rates of exchange prevailing during the period. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires the Company’s 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Revenue Recognition In accordance with ASC 606, Revenues from Contracts with Customers The following describes principal activities, separated by major product or service, from which the Company generates its revenues. The following describes principal activities, separated by major product or service, from which the Company generates its revenues: Company-owned Store Sales The Company-owned stores principally generate revenue from retail esports gaming centers. Revenues from Company-owned stores are recognized when the products are delivered, or the service is provided. After hours, the Company also mines for crypto currency using the computer equipment at the company-owned stores. Crypto mining revenue is recognized as the mining occurs. As of November 30, 2022, all Company-owned store have been sold or closed. Franchise Revenues Franchise revenues consist of royalties, fees and initial license fee income. Franchise royalties are based on six percent of franchise store sales after a minimum level of sales occur and are recognized as sales occur. Any royalty reductions, including waivers or those offered as part of a new store development incentive or as incentive for other behaviors, are recognized at the same time as the related royalty, as they are not separately distinguishable from the full royalty rate. Franchise royalties are billed on a monthly basis. The Company recognizes initial franchise license fee revenue when the Company has performed substantially all the services required in the franchise agreement. Fees received that do not meet these criteria are recorded as deferred revenues until earned. The pre-opening services provided to franchisees do not contain separate and distinct performance obligations from the franchise right; thus, the fees collected will be amortized on a straight-line basis beginning at the store opening date through the term of the franchise agreement, which is typically 10 The Company offers various incentive programs for franchisees including royalty incentives, new store opening incentives (i.e. development incentives) and other support initiatives. Royalties and franchise fees sales are reduced to reflect any royalty incentives earned or granted under these programs that are in the form of discounts. Commissary sales are comprised of gaming equipment and supplies sold to franchised stores and are recognized as revenue upon shipment or delivery of the related products to the franchisees. Payments are generally due within 30 days. Fees for information services, including software maintenance fees, marketing fees and website maintenance, graphic and promotion fees are recognized as revenue as such services are provided. Esports Revenue Esports is a form of competition using video games. Most commonly, esports takes the form of organized, single player and multiplayer video game tournaments or leagues, particularly between professional players, individually or as teams. Revenues from Esports revenues are recognized when the competition is completed, and prize money is awarded. Revenues earned from team sponsorships, prize winnings, league sponsorships, and from the Company’s share of league revenues are included in esports revenue. Deferred Revenues Deferred revenues are classified as current or long-term based on when management estimates the revenues will be recognized. The Company receives payments from franchisees in advance of all performance obligations having been met, including but not limited to franchise locations being opened. As certain conditions agreed to in these franchise agreements are performed, revenues are recognized. Deferred costs include commissions paid to brokers related to the sale of specific new franchises which have not met revenue recognition criteria as of November 30, 2022, and May 31, 2022. These costs are recognized in the same period as the initial franchise fee revenue is recognized. The table below summarizes Deferred Revenues as of November 30, 2022: SCHEDULE OF DEFERRED REVENUES May 31, 2022 Revenue Recognized November 30, 2022 Deferred Revenue $ 180,388 $ 11,884 $ 168,504 Total $ 180,388 $ 11,884 $ 168,504 Accounts Receivable The Company estimates the allowance for doubtful accounts based on an analysis of specific customers (i.e. franchisees), taking into consideration the age of past due accounts and an assessment of the customer’s ability to pay. Accounts receivable are written off against the allowance when management determines it is probable the receivable is worthless. Customer account balances with invoices dated over 90 days old are considered delinquent and considered in the allowance assessment. The Company performs credit evaluations of its customers and, generally, requires no collateral. Management has assessed accounts receivable and an allowance for doubtful accounts of approximately $ 71,708 39,000 Inventory Inventories are stated at the lower of cost or market. The company periodically reviews the value of items in inventory and provides write-downs or write-offs of inventory based on its assessment of market conditions. The Company has recorded an impairment of approximately $ 8,224 83,957 during the three months and six months ended November 30, 2022, respectively, related to the closure of Company owned stores. Property and Equipment Property and equipment and leasehold improvements are recorded at its historical cost. The cost of property and equipment is depreciated over the estimated useful lives, when placed in service (ranging from 3 5 The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. The Company has recorded impairment charges of approximately $ 51,555 177,177 during the three months and six months ended November 30, 2022, respectively, related to the closure of Company owned stores Intangible Assets and Impairment Intangible assets that are subject to amortization are reviewed for potential impairment whenever events or circumstances indicate that carrying amounts may not be recoverable. Assets not subject to amortization are tested for impairment at least annually. These costs were included in intangible assets on our balance sheet and amortized on a straight-line basis when placed into service over the estimated useful lives of the costs, which is 3 5 The Company periodically reviews its intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less that the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. During the six months ended November 30, 2022, the Company performed an internal evaluation of the intangible assets which indicated impairment was required and recorded an impairment charge of approximately $ 1,007,142 Goodwill Goodwill is the excess of our purchase cost over the fair value of the net assets of acquired businesses. We do not amortize goodwill, but we assess our goodwill for impairment at least annually. Our assessment date is May 31, and we performed an internal evaluation of the goodwill value at August 31, 2022 with quantitative and qualitative considerations. Based on this internal evaluation, we recorded an impairment charge of $ 1,472,884 F ranchise Locations Through PLAYlive, the Company’s wholly owned subsidiary, the Company has entered into franchise agreements with third parties. As of November 30, 2022, six franchise locations were considered to be operational in various states including California, Florida, Georgia, Ohio, South Carolina, and Texas, Stock-based Compensation The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation Equity-Based Payments to Non-Employees Non-employee stock-based payments The Company records stock-based payments made to non-employees in accordance with Accounting Standards Update (“ASU”) 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, Usage of Authorized but Unissued Shares of Common Stock As of November 30, 2022, the Company was authorized to issue 36,000,000 0.0001 36,000,000 250,000,000 250,000,000 Basic Income (Loss) Per Share The Company complies with accounting and disclosure requirements ASC Topic 260, “Earnings Per Share.” Net income (loss) – per share is calculated by dividing the Company’s net income (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings or loss per common share is calculated by dividing the Company’s net income or loss available to common stockholders by the diluted weighted average number of common shares outstanding during the period. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. For this calculation potentially dilutive securities consist primarily of warrants, outstanding options and shares into which the company’s convertible notes payable are convertible. When the Company records a loss from operations, all potentially dilutive shares are anti-dilutive and are consequently excluded from the calculation of diluted net loss per common share. The following table shows the computation of basic and diluted earnings per share for the three and six months ended November 30, 2022, and 2021: SCHEDULE OF BASIC AND DILUTED EARNINGS PER SHARE November 30, 2022 November 30, 2021 November 30, 2022 November 30, 2021 Three Months ended Six Months ended November 30, 2022 November 30, 2021 November 30, 2022 November 30, 2021 Numerator: Net income (loss) attributable to common shareholders $ 5,551,711 $ (2,129,297 ) $ 1,394,601 $ (6,340,204 ) Denominator: Weighted-average basic shares outstanding 5,974,820 1,527,908 4,162,799 1,526,066 Effect of dilutive securities 4,548,555 - 807,225 - Weighted-average diluted shares 10,523,375 1,527,908 4,970,024 1,526,066 Basic earnings per share $ 0.93 $ (1.39 ) $ 0.34 $ (4.15 ) Diluted earnings per share $ 0.53 $ (1.39 ) $ 0.28 $ (4.15 ) Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “ Income Taxes ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the consolidated financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include : ● Level 1 inputs are quoted prices in active markets for identical assets or liabilities. ● Level 2 inputs are observable for the asset or liability, either directly or indirectly, including quoted prices in active markets for similar assets or liabilities. ● Level 3 inputs are unobservable and reflect the Company’s own assumptions. Other than the derivative liability, the Company does not have a material amount of financial assets or liabilities that are required to be measured at fair value on a recurring basis under U.S. GAAP. None of the Company’s non-financial assets or non-financial liabilities are required to be measured at fair value on a recurring basis. The Company has not elected to use fair value measurement for any assets or liabilities for which fair value measurement is not presently required by U.S. GAAP. However, the Company believes the fair values of cash and cash equivalents, accounts receivable, inventory, accounts payable, and accrued liabilities approximate their carrying amounts. Recently Issued and Recently Adopted Accounting Pronouncements Accounting standards promulgated by the FASB are subject to change. Changes in such standards may have an impact on the Company’s future financial statements. The following are a summary of recent accounting developments. In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective June 1, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is evaluating the impact of the adoption of ASU 2020-06 on the Company’s financial statements. In May 2021, the FASB issued ASU 2021-04, Earning Per Share (Topic 260) Debt-Modifications and Extinguishments (Subtopic 470-50) Compensation-Stock Compensation (Topic 718) Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. Going Concern, Liquidity and Management’s Plan The Company’s unaudited consolidated financial statements have been prepared assuming that it will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. As reflected in the unaudited consolidated financial statements, as of November 30, 2022, the Company had an accumulated deficit of $ 28,443,843 10,106,601 5,551,711 1,394,601 The Company’s cash position may not be sufficient to support the Company’s daily operations. Management intends to raise additional funds by way of private and/or public offerings. While the Company believes in the viability of its strategy and its ability to generate sufficient revenue and to raise additional funds, there can be no assurances to that effect. Should the Company fail to raise additional capital, it may be compelled to reduce the scope of its planned future business activities. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan, to generate sufficient revenue and to raise additional funds by way of public and/or private offerings. The unaudited consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. In December 2019, a novel strain of coronavirus (COVID-19) emerged in Wuhan, Hubei Province, China. While initially the outbreak was largely concentrated in China and caused significant disruptions to its economy, it has now spread to several other countries and infections have been reported globally. Because COVID-19 infections have been reported throughout the United States, certain federal, state and local governmental authorities have issued stay-at-home orders, proclamations and/or directives aimed at minimizing the spread of COVID-19. Additional, more restrictive proclamations and/or directives may be issued in the future. As a result, all of our corporate and franchised Simplicity Gaming Centers were closed effective April 1, 2020. We commenced reopening Simplicity Gaming Centers as of May 1, 2020, and subsequently reopened the majority of our company owned stores and franchise locations. Although our franchise agreements with franchisees of Simplicity Gaming Centers require a minimum monthly royalty payment to us from the franchisees regardless of whether the franchised Simplicity Gaming Centers are operating, there is a potential risk that franchisees of Simplicity Gaming Centers will default in their obligations to pay their minimum monthly royalty payment to us resulting in either an increase in accounts receivables or a bad debt expense where account receivables are no longer collectible due to franchisee’s inability to pay the minimum monthly royalty payments owed by the franchisee. The ultimate impact of the COVID-19 pandemic on the Company’s operations is unknown and will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the COVID-19 outbreak, new information which may emerge concerning the severity of the COVID-19 pandemic, and any additional preventative and protective actions that governments, or the Company, may direct, which may result in an extended period of continued business disruption, reduced customer traffic and reduced operations. Any resulting financial impact cannot be reasonably estimated at this time but is anticipated to have a material adverse impact on our business, financial condition and results of operations. The measures taken to date impacted the Company’s business for the fiscal year ended May 31, 2022, as well as the fiscal quarter ended November 30, 2022, and will potentially continue to impact the Company’s business. Management expects that all of its business segments, across all of its geographies, will be impacted to some degree, but the significance of the impact of the COVID-19 outbreak on the Company’s business and the duration for which it may have an impact cannot be determined at this time.

DISPOSITIONS

DISPOSITIONS	6 Months Ended
	Nov. 30, 2022
Discontinued Operations and Disposal Groups [Abstract]
DISPOSITIONS	NOTE 3 — DISPOSITIONS On June 10, 2022, the Company and Simplicity One, the Company’s majority owned subsidiary, entered into an asset purchase agreement with a third party in which the third party acquired the Riot Games license for consideration of $ 391,776 391,776 240,924 70,125 145,625 246,151 On November 9, 2022, the Company and Simplicity El Paso LLC, the Company’s majority owned subsidiary, entered into an asset purchase agreement with a third party in which the third party acquired the fixed assets, real property lease (and associated property improvements and lease liabilities), and inventory related to the Fort Bliss company owned location for $ 185,000 175,000 10,000 128,632 128,632 44,100 154,348

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT	6 Months Ended
	Nov. 30, 2022
Property, Plant and Equipment [Abstract]
PROPERTY AND EQUIPMENT	NOTE 4 — PROPERTY AND EQUIPMENT The following is a summary of property and equipment—at cost, less accumulated depreciation: SCHEDULE OF PROPERTY AND EQUIPMENT November 30, 2022 May 31, 2022 Leasehold improvements $ - $ 50,891 Property and equipment 21,287 477,812 Total cost 21,287 528,793 Less accumulated depreciation (17,560 ) (333,591 ) Net property and equipment $ 3,727 $ 195,202 During the three months ended November 30, 2022, and 2021, the Company recorded depreciation expense of $ 1,543 83,916 19,591 165,653 During the three months ended November 30, 2022, and 2021 impairment loss of $ 51,550 0 177,177 0

INTANGIBLE ASSETS

INTANGIBLE ASSETS	6 Months Ended
	Nov. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
INTANGIBLE ASSETS	NOTE 5 — INTANGIBLE ASSETS The following table sets forth the intangible assets, including accumulated amortization as of November 30, 2022: SCHEDULE OF INTANGIBLE ASSETS November 30, 2022 Remaining Accumulated Net Carrying Useful Life Cost Amortization Value Internet Domain 2 $ 3,000 $ 3,000 $ - $ 3,000 $ 3,000 $ - The following tables set forth the intangible assets, including accumulated amortization as of May 31, 2022: May 31, 2022 Remaining Accumulated Net Carrying Useful Life Cost Amortization Value Trademarks Indefinite 866,000 - 866,000 Customer Database 2 35,000 33,542 1,458 Restrictive Covenant 2 115,000 110,208 4,792 Customer Contracts Varies 185,563 50,671 134,892 $ 1,201,563 $ 194,421 $ 1,007,142 During the three months ended November 30, 2022, and 2021, the Company recorded impairment loss of $ 0 0 1,007,142 0 Amortization expense for the three months ended November 30, 2022, and 2021 was $ 0 71,228 333 148,416 Goodwill The Company’s goodwill carrying amounts relate to the acquisitions of Simplicity Esports LLC and PLAYlive. The composition of the goodwill balance is as follows: SCHEDULE OF GOODWILL As of November 30, 2022 As of May 31, 2022 Simplicity Esports LLC $ - $ 1,034,662 PLAYlive Nation Inc. - 413,222 Ft. Bliss - 25,000 Total Goodwill $ - $ 1,472,884 During the three months ended November 30, 2022, and 2021 the Company recorded impairment loss of $ 0 0 1,472,884 0

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	6 Months Ended
	Nov. 30, 2022
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 6 — RELATED PARTY TRANSACTIONS Kaplan Promissory Notes On December 10, 2021, the Company entered into a related party transaction with Jed Kaplan, the Company’s then Chairman of the Board and a more than 5% shareholder, to provide a loan to the Company to provide additional operating funds for Simplicity One, the Company’s majority owned subsidiary. The principal amount of the loan was $ 247,818 5 June 10, 2022 6,178 0 339

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	6 Months Ended
	Nov. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 7 — COMMITMENTS AND CONTINGENCIES Leases As of November 30, 2022, the Company has entered into various leases for its corporate office and its gaming centers. The following table summarizes the right-of use asset and lease liability as of November 30, 2022: SUMMARIZES OF RIGHT OF USE ASSET AND LEASE LIABILITY Right-of-use Asset, net $ - Lease Liability Current $ 1,254,481 Long Term - Total $ 1,254,481 During the three months ended November 30, 2022, the Company recognized a loss on impairment of $ 401,360 518,295 The following table summarizes the Company’s scheduled future minimum lease payments as of November 30, 2022: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS 2023 $ 277,619 2024 452,511 2025 405,795 2026 321,952 2027 and beyond 47,500 Total Operating Lease Obligations $ 1,505,377 Less: Amount representing imputed interest (250,896 ) Present value of minimum lease payments $ 1,254,481 Less current portion 1,254,481 Long term portion $ - As of November 30, 2022, and May 31, 2022, the weighted-average remaining lease terms was 3.0 3.6 12 12 Employment Agreements, Board Compensation and Bonuses On July 29, 2020, (i) the Company entered into an employment agreement (the “Kaplan 2020 Agreement”) with Mr. Kaplan; and (ii) the Board of Directors approved for Mr. Kaplan a $ 75,000 250,000 35,000 Effective March 29, 2021, the Company promoted Mr. Kaplan to be the Chairman of the Board of Directors, and he ceased to be the Company’s Chief Executive Officer and Interim Chief Financial Officer. Upon this change, Mr. Kaplan’s new monthly salary became $ 4,000 On July 29, 2020, (i) the Company entered into an employment agreement (the “Franklin 2020 Agreement”) with Mr. Franklin; and (ii) the Board of Directors approved for Mr. Franklin a $ 75,000 250,000 35,000 On March 25, 2021, the Board of Directors appointed Mr. Franklin as the Company’s Chief Executive Officer, effective March 29, 2021. Mr. Franklin continues to be a member of our board of directors. In connection with Mr. Franklin’s appointment, on March 25, 2021, the Company entered into an employment agreement, dated as of March 29, 2021, by and between the Company and Mr. Franklin (the “2021 Franklin Employment Agreement”). Pursuant to the terms of the 2021 Franklin Employment Agreement, in exchange for Mr. Franklin’s services, the Company agreed to pay Mr. Franklin an annual base salary of $ 250,000 15,000 On May 11, 2021, the Board appointed Nancy Hennessey to serve as the Company’s Chief Financial Officer, effective May 17, 2021. In connection with Ms. Hennessey’s appointment as the Company’s Chief Financial officer, the Company entered into an employment agreement, dated as of May 17, 2021, by and between the Company and Ms. Hennessey (the “Hennessey Employment Agreement”). Pursuant to the terms of the Hennessey Employment Agreement, in exchange for Ms. Hennessey’s services, the Company agreed to pay Ms. Hennessey an annual base salary of $ 140,000 . In addition, Ms. Hennessey was entitled to receive compensation in the form of an equity grant of $ 5,000 in the Company’s common stock for each quarter during the term of the Hennessey Employment Agreement, which ran for a period ending one year after May 17, 2021, and automatically renews for successive one-year terms unless either party gives 60 days’ advance written notice of its intention not to renew the Hennessey Employment Agreement. Ms. Hennessey was also eligible to receive a quarterly bonus of up to $ 12,500 On June 28, 2022, Nancy Hennessey submitted her resignation as the Company’s Chief Financial Officer, effective June 30, 2022. Ms. Hennessey’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

DEBT

DEBT	6 Months Ended
	Nov. 30, 2022
Debt Disclosure [Abstract]
DEBT	NOTE 8 — DEBT The table below presents the Company’s outstanding debt balances as of November 30, 2022, and May 31, 2022: SCHEDULE OF OUTSTANDING DEBT BALANCES Convertible Promissory Notes Secured Promissory Notes Related Party Debt Short-Term Note Payable Principal Balance as of May 31, 2022 $ 5,361,347 $ 206,772 $ 247,818 $ 41,735 Carrying Value as of May 31, 2022 3,093,395 69,636 247,818 41,375 Principal Borrowings 280,500 - - - Repayments - (6,922 ) (247,818 ) - Conversions (207,396 ) - - - Totals $ 73,105 $ (6,922 ) $ (247,818 ) $ - Unamortized Debt Issuance Costs, Beneficial Conversion Feature, and Warrant Discount Beginning Balance $ (2,267,952 ) $ (137,136 ) $ - $ - Additions (490,569 ) - - - Accretion 1,423,184 12,955 - - Ending Balance $ (1,335,337 ) $ (124,181 ) $ - $ - Principal Balance as of November 30, 2022 $ 5,434,452 $ 199,850 $ - $ 41,735 Carrying Value as of November 30, 2022 4,099,115 75,669 - 41,375 Less Short-Term Portion 2,893,538 - - 41,735 Long Term Portion $ 1,205,577 $ 75,669 $ - $ - Scheduled principal maturities of the Company’s outstanding debt over the next five fiscal years is as follows: SCHEDULE OF PRINCIPAL MATURITIES OF OUTSTANDING DEBT Fiscal year ended May 31, 2023 $ 1,207,639 2024 4,328,584 2025 45,307 2026 50,051 2027 44,456 Thereafter - Outstanding Debt $ 5,676,037 Convertible Promissory Notes February 19, 2021 Labrys 12% Convertible Promissory Note On February 19, 2021, the Company entered into a securities purchase agreement (the “Labrys SPA”) with Labrys Fund LP (“Labrys”), an accredited investor, pursuant to which the Company issued a 12 February 19, 2022 1,650,000 On July 16, 2022, the Company and Labrys entered into a second amendment (the “Second Labrys Amendment”) to the Labrys SPA and the Labrys Note, as amended. Pursuant to the terms of the Second Labrys Amendment, the maturity date of the Labrys Note was extended to December 31, 2023. Upon the issuance of the March 2022 FirstFire Note, March 2022 GS Note, and March 2022 Ionic Note described below, the conversion price of the Labrys Note was reduced from $ 11.50 1.00 1.00 0.10 0.10 0.02 During the quarter and six months ended November 30, 2022, the Company did not make any payments to Labrys. During the quarter and six months ended November 30, 2022, the Company recognized $ 23,277 56,949 As of November 30, 2022, the carrying value and face value of the Labrys Note was $ 890,591 March 2021 FirstFire Global 12% Convertible Promissory Note On March 10, 2021, the Company, entered into a securities purchase agreement (the “March 2021 FirstFire SPA”) with FirstFire Global Opportunities Fund, LLC, a Delaware limited liability company (the “FirstFire”), pursuant to which the Company issued a 12 March 10, 2022 560,000 Upon the issuance of the March 2022 FirstFire Note, March 2022 GS Note, and March 2022 Ionic Note described below, the conversion price of the March 2021 FirstFire Note was reduced from $ 11.50 1.00 1.00 0.10 0.10 0.02 Concurrent with the adjustment to the conversion price of certain of the Company’s convertible promissory notes in September 2022 and pursuant to the Company’s Sequencing Policy, the Company recognized a derivative liability associated with the shares of Common Stock underlying the March 2021 FirstFire Note and associated accrued interest (see Note 10 – Derivative Liability) as well as an additional debt discount of $ 294,227 During the three months ended August 31, 2022, FirstFire converted $ 9,500 0.10 95,000 0.13 2,850 On various dates during the three months ended November 30, 2022, FirstFire converted $ 19,120 0.02 956,000 0.037 0.162 47,906 During the quarter and six months ended November 30, 2022, the Company recognized $ 35,332 50,317 127,407 127,407 As of November 30, 2022, the carrying value and face value of the March 2021 FirstFire Note was $ 314,560 166,820 June 2021 FirstFire Global 12% Convertible Promissory Note On June 11, 2021, the Company entered into a securities purchase agreement (the “June 2021 FirstFire SPA”) with FirstFire, pursuant to which the Company issued (i) a 12 1,266,666 11,875 three 593,750 10.73 The following are the material terms of the June 2021 FirstFire SPA and June 2021 FirstFire Note: ● The June 2021 FirstFire Note matures on June 10, 2023 ● At its election, FirstFire may convert the June 2021 FirstFire Note into the Company’s common stock, subject to the beneficial ownership limitations of 4.99 9.99 11.50 ● The Company agree to pay interest on the June 2021 Principal Sum at the rate of 12 ● The June 2021 FirstFire Note carries an original issue discount of $ 126,666 ● The Company may prepay the June 2021 FirstFire Note at any time prior to maturity in accordance with the terms of the June 2021 FirstFire Note (the “Standard Prepayment Terms”). ● The June 2021 FirstFire Note contains customary events of default relating to, among other things, payment defaults, breach of representations and warranties, and breach of provisions of the June 2021 FirstFire Note or the June 2021 FirstFire SPA. Upon the occurrence of any event of default (as defined in the June 2021 FirstFire Note) which has not been cured within the period stipulated by the June 2021 FirstFire Note, the June 2021 FirstFire Note shall become immediately due and payable and the Company shall pay to FirstFire, in full satisfaction of its obligations hereunder, an amount equal to the June 2021 FirstFire Principal Sum then outstanding plus accrued interest multiplied by 125 ● Pursuant to the June 2021 FirstFire SPA, the June 2021 FirstFire Commitment Shares and the shares underlying the June 2021 FirstFire Note and June 2021 FirstFire Warrant carry standard registration rights. Upon issuance of the June 2021 FirstFire Note, the Company received net proceeds of $ 1,140,000 1,140,000 Upon the issuance of the March 2022 FirstFire Note, March 2022 GS Note, and March 2022 Ionic Note described below, the conversion price of the June 2021 FirstFire Note was reduced from $ 11.50 1.00 1.00 0.10 0.10 0.02 During the quarter and six months ended November 30, 2022, the Company recorded interest expense of $ 136,085 273,664 As of November 30, 2022, the carrying value of the June 2021 FirstFire Note was $ 804,544 287,123 June 2021 GS Capital Securities 12% Convertible Promissory Note On June 16, 2021, the Company entered into a securities purchase agreement (the “June 2021 GS SPA”) with GS Capital Partners, LLC (“GS”), pursuant to which the Company issued (i) a 12 333,333 3,125 three 156,250 10.73 The following are the material terms of the June 2021 GS SPA and June 2021 GS Note: ● The June 2021 GS Note matures on June 10, 2023 ● At its election, GS may convert the June 2021 GS Note into the Company’s common stock, subject to the Beneficial Ownership Limitations, at any time at a conversion price equal to $ 11.50 ● The Company agrees to pay interest on the June 2021 GS Principal Sum at the rate of 12 ● The June 2021 GS Note carries an original issue discount of $ 33,333 ● The June 2021 GS Note contains the Standard Prepayment Terms and Standard Default Terms. ● Pursuant to the June 2021 GS SPA, the June 2021 GS Commitment Shares and the shares underlying the June 2021 GS Note and June 2021 GS Warrant carry standard registration rights. Upon issuance of the June 2021 GS Note, the Company received net proceeds of $ 300,000 300,000 Upon the issuance of the March 2022 FirstFire Note, March 2022 GS Note, and March 2022 Ionic Note described below, the conversion price of the June 2021 GS Note was reduced from $ 11.50 1.00 1.00 0.10 0.10 0.02 During the three months ended August 31, 2022, GS converted $ 53,000 6,935 0.10 599,350 0.19 53,942 During the quarter and six months ended November 30, 2022, the Company recorded interest expense of $ 28,671 84,884 As of November 30, 2022, the carrying value of the June 2021 GS Note was $ 169,507 60,492 August 2021 Jefferson Street Capital 12% Convertible Promissory Note On August 23, 2021, the Company entered into a securities purchase agreement (the “August 2021 Jefferson SPA”) with Jefferson Street Capital, LLC (“Jefferson”), pursuant to which the Company issued (i) a 12 333,333 3,125 three 156,250 10.73 The following are the material terms of the august 2021 Jefferson SPA and August 2021 Jefferson Note: ● The August 2021 Jefferson Note matures on August 23, 2023 ● At its election, Jefferson may convert the August 2021 Jefferson Note into the Company’s common stock, subject to the Beneficial Ownership Limitations, at any time at a conversion price equal to $ 11.50 ● The Company agrees to pay interest on the August 2021 Jefferson Principal Sum at the rate of 12 ● The August 2021 Jefferson Note carries an original issue discount of $ 33,333 ● The August 2021 Jefferson Note contains the Standard Prepayment Terms and Standard Default Terms. ● Pursuant to the August 2021 Jefferson SPA, the August 2021 Jefferson Commitment Shares underlying and the shares underlying the August 2021 Jefferson Note and August 2021 Jefferson Warrant carry standard registration rights. Upon issuance of the August 2021 Jefferson Note, the Company received net proceeds of $ 300,000 300,000 Upon the issuance of the March 2022 FirstFire Note, March 2022 GS Note, and March 2022 Ionic Note described below, the conversion price of the August 2021 Jefferson Note was reduced from $ 11.50 1.00 1.00 0.10 0.10 0.02 During the three months ended August 31, 2022, Jefferson converted $ 10,000 1,000 0.10 110,000 0.075 2,750 On various dates during the three months ended November 30, 2022, Jefferson converted $ 13,400 3,000 0.02 820,000 0.036 0.162 34,255 During the quarter and six months ended November 30, 2022, the Company recorded interest expense of $ 45,244 92,184 As of November 30, 2022, the carrying value of the August 2021 Jefferson Note was $ 195,725 114,208 August 2021 Lucas Ventures Capital 12% Convertible Note On August 31, 2021, the Company entered into a securities purchase agreement (the “August 2021 Lucas SPA”) with Lucas Ventures, LLC (“Lucas”), pursuant to which the Company issued (i) a 12 200,000 3,749 three 187,400 10.22 The following are the material terms of the August 2021 Lucas SPA and August 2021 Lucas Note: ● The August 2021 Lucas Note matures on August 31, 2023 ● At its election, Lucas may convert the August 2021 Lucas Note into the Company’s common stock, subject to the Beneficial Ownership Limitations, at any time at a conversion price equal to $ 11.50 ● The Company agrees to pay interest on the August 2021 Lucas Principal Sum at the rate of 12 ● The August 2021 Lucas Note carries an original issue discount of $ 20,000 ● The August 2021 Lucas Note contains the Standard Prepayment Terms and Standard Default Terms. ● Pursuant to the August 2021 Lucas SPA, the August 2021 Lucas Commitment Shares underlying and the shares underlying the August 2021 Lucas Note and August 2021 Lucas Warrant carry standard registration rights. Upon issuance of the August 2021 Lucas Note, the Company received net proceeds of $ 180,000 180,000 On March 16, 2022, the Company and Lucas Ventures entered into an Amendment and Waiver Pursuant to Convertible Promissory Note (the “Lucas Amendment”). Pursuant to the terms of the Lucas Amendment, the parties agreed that the conversion price of the August 2021 Lucas Note was decreased from $ 11.50 1.00 On July 13, 2022, the Company and Lucas Ventures entered into an Amendment and Waiver Pursuant to Convertible Promissory Note (the “Second Lucas Amendment”). Pursuant to the terms of the Second Lucas Amendment, the parties agreed to extend the maturity date of the August 2021 Lucas Note to December 31, 2023 During the quarter and six months ended November 30, 2022, the Company recorded interest expense of $ 24,932 50,137 As of November 30, 2022, the carrying value of the August 2021 Lucas Note was $ 124,931 75,069 August 2021 LGH Investments, LLC 12% Convertible Promissory Note On August 31, 2021, the Company and LGH Investments, LLC, (“LGH”) entered into a securities purchase agreement (the “August 2021 LGH SPA”) pursuant to which the Company issued a 12 200,000 The following are the material terms of the August 2021 LGH SPA and August 2021 LGH Note: ● The August 2021 LGH Note matures on August 31, 2023 ● At its election, LGH may convert the August 2021 LGH Note into the Company’s common stock, subject to the Beneficial Ownership Limitations, at any time at a conversion price equal to $ 11.50 ● The Company agrees to pay interest on the August 2021 LGH Principal Sum at the rate of 12 ● The August 2021 LGH Note carries an original issue discount of $ 20,000 ● The August 2021 LGH Note contains the Standard Prepayment Terms and Standard Default Terms. ● Pursuant to the August 2021 LGH SPA, the shares underlying the August 2021 LGH Note carry standard registration rights. Upon issuance of the August 2021 LGH Note, the Company received net proceeds of $ 180,000 26,500 6,500 As of March 16, 2022, the Company and LGH entered into an Amendment and Waiver Pursuant to Convertible Promissory Note (the “LGH Amendment”). Pursuant to the terms of the LGH Amendment, the parties agreed that the conversion price of the August 2021 LGH Note was decreased from $ 11.50 1.00 On July 13, 2022, the Company and LGH entered into an Amendment and Waiver Pursuant to Convertible Promissory Note (the “Second LGH Amendment”). Pursuant to the terms of the Second LGH Amendment, the parties agreed to extend the maturity date of the August 2021 LGH Note to December 31, 2023 During the quarter and six months ended November 30, 2022, the Company recorded interest expense of $ 3,303 6,643 As of November 30, 2022, the carrying value of the August 2021 LGH Note was $ 190,053 9,947 September 2021 Ionic Ventures, LLC 12% Convertible Promissory Note On September 28, 2021, the Company entered into a securities purchase agreement (the “September 2021 Ionic SPA”) with Ionic Ventures, LLC (“Ionic”), pursuant to which the Company issued (i) a 12 1,555,556 14,584 three 729,167 10.73 The following are the material terms of the September 2021 Ionic SPA and September 2021 Ionic Note: ● The September 2021 Ionic Note matures on September 28, 2023 ● At its election, Ionic may convert the September 2021 Ionic Note into the Company’s common stock, subject to the Beneficial Ownership Limitations, at any time at a conversion price equal to $ 11.50 ● The Company agrees to pay interest on the September 2021 Ionic Principal Sum at the rate of 12 ● The September 2021 Ionic Note carries an original issue discount of $ 155,556 ● The September 2021 Ionic Note contains the Standard Prepayment Terms and Standard Default Terms. ● Pursuant to the September 2021 Ionic SPA, the September 2021 Ionic Commitment Shares underlying and the shares underlying the September 2021 Ionic Note and September 2021 Ionic Warrant carry standard registration rights. Upon issuance of the September 2021 Ionic Note, the Company received net proceeds of $ 1,400,000 1,400,000 Upon the issuance of the March 2022 FirstFire Note, March 2022 GS Note, and March 2022 Ionic Note described below, the conversion price of the September 2021 Ionic Note was reduced from $ 11.50 1.00 1.00 0.10 0.10 0.02 During the fiscal year ended May 31, 2022, Ionic converted $ 87,800 1.00 87,800 2.61 141,358 During the three months ended August 31, 2022, Ionic converted $ 6,776 0.10 67,755 0.13 2,033 Additionally, during the three months ended August 31, 2021, Ionic converted $ 15,000 0.10 150,000 0.075 4,500 On various dates during the three months ended November 30, 2022, Ionic converted $ 80,600 0.02 4,030,000 0.022 0.162 141,762 During the quarter and six months ended November 30, 2022, the Company recorded interest expense of $ 107,932 410,437 As of November 30, 2022, the carrying value of the September 2021 Ionic Note was $ 798,654 566,727 March 2022 FirstFire Global 12% Convertible Promissory Note On March 21, 2022, the Company entered into a securities purchase agreement (the “March 2022 FirstFire SPA”) with FirstFire, pursuant to which the Company issued (i) a 12% 110,000 935 three 50,000 1.00 The following are the material terms of the March 2022 FirstFire SPA and March 2022 FirstFire Note: ● The March 2022 FirstFire Note matures on September 21, 2022 ● At its election, FirstFire may convert the March 2022 FirstFire Note into the Company’s common stock. subject to the Beneficial Ownership Limitations, at any time at a conversion price equal to $ 1.00 ● The Company agrees to pay interest on the March 2022 FirstFire Principal Sum at the rate of 12 ● The March 2022 FirstFire Note carries an original issue discount of $ 10,000 ● The March 2022 FirstFire Note contains the Standard Prepayment Terms and Standard Default Terms. ● Pursuant to the March 2022 FirstFire SPA, the March 2022 FirstFire Commitment Shares and the shares underlying the March 2022 FirstFire Note and March 2022 FirstFire Warrant carry standard registration rights. Upon issuance of the March 2022 FirstFire Note, the Company received net proceeds of $ 100,000 100,000 Upon the issuance of the July 2022 FirstFire Note, July 2022 GS Note, July 2022 Ionic Note, and July 2022 Jefferson Note described below, the conversion price of the March 2022 FirstFire Note was reduced from $ 1.00 0.10 0.10 0.02 During the quarter and six months ended November 30, 2022, the Company recorded accrued interest expense of $ 2,532 2,532 12,554 67,554 As of November 30, 2022, the carrying value of the March 2022 FirstFire Note was $ 110,000 March 2022 GS Capital Securities 12% Convertible Promissory Note On March 21, 2022, the Company entered into a securities purchase agreement (the “March 2022 GS SPA”) with GS, pursuant to which the Company issued (i) a 12 82,500 703 three 37,500 1.00 The following are the material terms of the March 2022 GS SPA and March 2022 GS Note: ● The March 2022 GS Note matures on September 21, 2022 ● At its election, GS may convert the March 2022 GS Note into the Company’s common stock, subject to the Beneficial Ownership Limitations, at any time at a conversion price equal to $ 1.00 ● The Company agrees to pay interest on the March 2022 GS Principal Sum at the rate of 12% per annum provided that the first six months of interest shall be guaranteed. ● The March 2022 GS Note carries an original issue discount of $ 7,500 ● The March 2022 GS Note contains the Standard Prepayment Terms and Standard Default Terms. ● Pursuant to the March 2022 GS SPA, the March 2022 GS Commitment Shares and the shares underlying the March 2022 GS Note and March 2022 GS Warrant carry standard registration rights. Upon issuance of the March 2022 GS Note, the Company received net proceeds of $ 75,000 75,000 Upon the issuance of the July 2022 FirstFire Note, July 2022 GS Note, July 2022 Ionic Note, and July 2022 Jefferson Note described below, the conversion price of the March 2022 GS Note was reduced from $ 1.00 0.10 0.10 0.02 During the quarter and six months ended November 30, 2022, the Company recorded accrued interest expense of $ 1,899 1,899 9,416 50,666 As of November 30, 2022, the carrying value of the March 2022 GS Note was $ 82,500 March 2022 Ionic Ventures 12% Convertible Promissory Note On March 21, 2022, the Company entered into a securities purchase agreement (the “March 2022 Ionic SPA”) with Ionic, pursuant to which the Company issued (i) a 12 110,000 935 three 50,000 1.00 The following are the material terms of the March 2022 Ionic SPA and March 2022 Ionic Note: ● The March 2022 Ionic Note matures on September 21, 2022 ● At its election, Ionic may convert the March 2022 Ionic Note into the Company’s common stock, subject to the Beneficial Ownership Limitations, at any time at a conversion price equal to $ 1.00 ● The Company agrees to pay interest on the March 2022 Ionic Principal Sum at the rate of 12 ● The March 2022 Ionic Note carries an original issue discount of $ 10,000 ● The March 2022 Ionic Note contains the Standard Prepayment Terms and Standard Default Terms. ● Pursuant to the March 2022 Ionic SPA, the March 2022 Ionic Commitment Shares and the shares underlying the March 2022 Ionic Note and March 2022 Ionic Warrant carry standard registration rights. Upon issuance of the March 2022 Ionic Note, the Company received net proceeds of $ 100,000 100,000 Upon the issuance of the July 2022 FirstFire Note, July 2022 GS Note, July 2022 Ionic Note, and July 2022 Jefferson Note described below, the conversion price of the March 2022 Ionic Note was reduced from $ 1.00 0.10 0.10 0.02 During the quarter and six months ended November 30, 2022, the Company recorded accrued interest expense of $ 2,532 2,532 12,554 67,554 As of November 30, 2022, the carrying value of the March 2022 Ionic Note was $ 110,000 April 2022 Jefferson Street Capital LLC 12% Convertible Promissory Note On April 1, 2022, the Company entered into a securities purchase agreement (the “April 2022 Jefferson SPA”) with Jefferson, pursuant to which the Company issued (i) a 12 82,500 703 three 37,500 1.00 The following are the material terms of the April 2022 Jefferson SPA and April 2022 Jefferson Note: ● The April 2022 Jefferson Note matures on October 1, 2022 ● At its election, Jefferson may convert the April 2022 Jefferson Note into the Company’s common stock, subject to the Beneficial Ownership Limitations, at any time at a conversion price equal to $ 1.00 ● The Company agrees to pay interest on the April 2022 Jefferson Principal Sum at the rate of 12 ● The April 2022 Jefferson Note carries an original issue discount of $ 7,500 ● The April 2022 Jefferson Note contains the Standard Prepayment Terms and Standard Default Terms. ● Pursuant to the April 2022 Jefferson SPA, the April 2022 Jefferson Commitment Shares and the shares underlying the April 2022 Jefferson Note and April 2022 Jefferson Warrant carry standard registration rights. Upon issuance of the April 2022 Jefferson Note, the Company received net proceeds of $ 75,000 75,000 Upon the issuance of the July 2022 FirstFire Note, July 2022 GS Note, July 2022 Ionic Note, and July 2022 Jefferson Note described below, the conversion price of the April 2022 Jefferson Note was reduced from $ 1.00 0.10 0.10 0.02 During the quarter and six months ended November 30, 2022, the Company recorded accrued interest expense of $ 1,627 1,627 9,416 50,666 As of November 30, 2022, the carrying value of the April 2022 Jefferson Note was $ 82,500 July 2022 FirstFire Global 12% Convertible Promissory Note On July 14, 2022, the Company entered into a securities purchase agreement (the “July 2022 FirstFire SPA”) with FirstFire, pursuant to which the Company issued (i) a 12 27,500 935 three 50,000 1.00 The following are the material terms of the July 2022 FirstFire SPA and July 2022 FirstFire Note: ● The July 2022 FirstFire Note matures on September 14, 2022 ● At its election, FirstFire may convert the July 2022 FirstFire Note into the Company’s common stock, subject to the Beneficial Ownership Limitations, at any time after 180 days from the date of issuance of the July 2022 FirstFire Note at a conversion price equal to $ 0.10 ● The Company agrees to pay interest on the July 2022 FirstFire Principal Sum at the rate of 12 ● The July 2022 FirstFire Note carries an original issue discount of $ 2,500 ● The July 2022 FirstFire Note contains the Standard Prepayment Terms and Standard Default Terms. Upon issuance of the July 2022 FirstFire Note, the Company received net proceeds of $ 25,000 25,000 Upon the issuance of the September 2022 FirstFire Note, September 2022 Ionic Note, and September 2022 Jefferson Note described below, the conversion price of the July 2022 FirstFire Note was further reduced from $ 0.10 0.02 During the quarter and six months ended November 30, 2022, the Company recorded interest expense of $ 2,155 7,707 1,459 6,461 696 1,246 As of November 30, 2022, 2022, the carrying value of the July 2022 FirstFire Note was $ 27,500 July 2022 GS Capital Securities 12% Convertible Promissory Note On July 14, 2022, the Company entered into a securities purchase agreement (the “July 2022 GS SPA”) with GS, pursuant to which the Company issued (i) a 12 27,500 935 three 50,000 1.00 The following are the material terms of the July 2022 GS SPA and July 2022 GS Note: ● The July 2022 GS Note matures on September 14, 2022 ● At its election, GS may convert the July 2022 GS Note into the Company’s common stock, subject to the Beneficial Ownership Limitations, at any time after 180 days from the date of issuance of the July 2022 GS Note at a conversion price equal to $ 0.10 ● The Company agrees to pay interest on the July 2022 GS Principal Sum at the rate of 12 ● The July 2022 GS Note carries an original issue discount of $ 2,500 ● The July 2022 GS Note contains the Standard Prepayment Terms and Standard Default Terms. Upon issuance of the July 2022 GS Note, the Company received net proceeds of $ 25,000 25,000 Upon the issuance of the September 2022 FirstFire Note, September 2022 Ionic Note, and September 2022 Jefferson Note described below, the conversion price of the July 2022 GS Note was further reduced from $ 0.10 0.02 During the quarter and six months ended November 30, 2022, the Company recorded interest expense of $ 2,155 7,707 1,459 6,461 696 1,246 As of November 30, 2022, 2022, the carrying value of the July 2022 GS Note was $ 27,500 July 2022 Ionic Ventures, LLC 12% Convertible Promissory Note On July 14, 2022, the Company entered into a securities purchase agreement (the “July 2022 Ionic SPA”) with Ionic, pursuant to which the Company issued (i) a 12 27,500 935 three 50,000 1.00 The following are the material terms of the July 2022 Ionic SPA and July 2022 Ionic Note: ● The July 2022 Ionic Note matures on September 14, 2022 ● At its election, Ionic may convert the July 2022 Ionic Note into the Company’s common stock, subject to the Beneficial Ownership Limitations, at any time after 180 days from the date of issuance of the July 2022 Ionic Note at a conversion price equal to $ 0.10 ● The Company agrees to pay interest on the July 2022 Ionic Principal Sum at the rate of 12 ● The July 2022 Ionic Note carries an original issue discount of $ 2,500 ● The July 2022 Ionic Note contains the Standard Prepayment Terms and Standard Default Terms. Upon issuance of the July 2022 Ionic Note, the Company received net proceeds of $ 25,000 25,000 Upon the issuance of the September 2022 FirstFire Note, September 2022 Ionic Note, and September 2022 Jefferson Note described below, the conversion price of the July 2022 Ionic Note was further reduced from $ 0.10 0.02 During the quarter and six months ended November 30, 2022, the Company recorded interest expense of $ 2,155 7,707 1,459 6,461 696 1,246 As of November 30, 2022, 2022, the carrying value of the July 2022 Ionic Note was $ 27,500 July 2022 Jefferson Street Capital LLC 12% Convertible Promissory Note On July 14, 2022, the Company entered into a securities purchase agreement (the “July 2022 Jefferson SPA”) with Jefferson, pursuant to which the Company issued (i) a 12 935 three 50,000 1.00 The following are the material terms of the July 2022 Jefferson SPA and July 2022 Jefferson Note: ● The July 2022 Jefferson Note matures on September 14, 2022 ● At its election, Jefferson may convert the July 2022 Jefferson Note into the Company’s common stock, subject to the Beneficial Ownership Limitations, at any time after 180 days from the date of issuance of the July 2022 Jefferson Note at a conversion price equal to $ 0.10 ● The Company agrees to pay interest on the July 2022 Jefferson Principal Sum at the rate of 12 ● The July 2022 Jefferson Note carries an original issue discount of $ 2,500 ● The July 2022 Jefferson Note contains the Standard Prepayment Terms and Standard Default Terms. Upon issuance of the July 2022 Jefferson Note, the Company received net proceeds of $ 25,000 25,000 Upon the issuance of the September 2022 FirstFire Note, September 2022 Ionic Note, and September 2022 Jefferson Note described below, the conversion price of the July 2022 Jefferson Note was further reduced from $ 0.10 0.02 During the quarter and six months ended November 30, 2022, the Company recorded interest expense of $ 2,155 7,707 1,459 6,461 696 1,246 As of November 30, 2022, the carrying value of the July 2022 Jefferson Note was $ 27,500 September 2022 FirstFire Global 12% Convertible Promissory Note On September 8, 2022, the Company entered into a securities purchase agreement (the “September 2022 FirstFire SPA”) with FirstFire, pursuant to which the Company issued (i) a 12 66,000 120,000 1.00 The following are the material terms of the September 2022 FirstFire SPA and September 2022 FirstFire Note: ● The September 2022 FirstFire Note matures on January 8, 2023 ● At its election, FirstFire may convert the September 2022 FirstFire Note into the Company’s common stock, subject to the Beneficial Ownership Limitations, at any time at a conversion price equal to $ 0.02 ● The Company agrees to pay interest on the September 2022 FirstFire Principal Sum at the rate of 12 ● The September 2022 FirstFire Note carries an original issue discount of $ 6,000 ● The September 2022 FirstFire Note contains the Standard Prepayment Terms and Standard Default Terms. Upon issuance of the September 2022 FirstFire Note, the Company received net proceeds of $ 60,000 60,000 57,756 2,244 66,000 During the quarter and six months ended November 30, 2022, the Company recorded interest expense of $ 47,542 47,542 44,902 44,902 2,640 2,640 As of November 30, 2022, the carrying value of the September 2022 FirstFire Note was $ 44,902 21,098 September 2022 Ionic Ventures, LLC 12% Convertible Promissory Note On September 8, 2022, the Company entered into a securities purchase agreement (the “September 2022 Ionic SPA”) with Ionic, pursuant to which the Company issued (i) a 12 66,000 three-year 120,000 1.00 The following are the material terms of the September 2022 Ionic SPA and September 2022 Ionic Note: ● The September 2022 Ionic Note matures on January 8, 2023 ● At its election, Ionic may convert the September 2022 Ionic Note into the Company’s common stock, subject to the Beneficial Ownership Limitations, at any time at a conversion price equal to $ 0.02 ● The Company agrees to pay interest on the September 2022 Ionic Principal Sum at the rate of 12 ● The September 2022 Ionic Note carries an original issue discount of $ 6,000 ● The September 2022 Ionic Note contains the Standard Prepayment Terms and Standard Default Terms. Upon issuance of the September 2022 Ionic Note, the Company received net proceeds of $ 60,000 60,000 57,756 2,244 66,000 During the quarter and six months ended November 30, 2022, the Company recorded interest expense of $ 47,542 47,542 44,902 44,902 2,640 2,640 As of November 30, 2022, the carrying value of the September 2022 Ionic Note was $ 44,902 21,098 September 2022 Jefferson Street Capital LLC 12% Convertible Promissory Note On September 8, 2022, the Company entered into a securities purchase agreement (the “September 2022 Jefferson SPA”) with Jefferson, pursuant to which the Company issued (i) a 12 27,500 three-year 45,454 1.00 The following are the material terms of the September 2022 Jefferson SPA and September 2022 Jefferson Note: ● The September 2022 Jefferson Note matures on January 8, 2023 ● At its election, Jefferson may convert the September 2022 Jefferson Note into the Company’s common stock, subject to the Beneficial Ownership Limitations, at any time at a conversion price equal to $ 0.02 ● The Company agrees to pay interest on the September 2022 Jefferson Principal Sum at the rate of 12 ● The September 2022 Jefferson Note carries an original issue discount of $ 2,500 ● The September 2022 Jefferson Note contains the Standard Prepayment Terms and Standard Default Terms. Upon issuance of the September 2022 Jefferson Note, the Company received net proceeds of $ 25,000 25,000 24,147 853 27,500 During the quarter and six months ended November 30, 2022, the Company recorded interest expense of $ 19,809 19,809 18,709 18,709 1,100 1,100 As of November 30, 2022, the carrying value of the September 2022 Jefferson Note was $ 18,709 8,709 September 2022 GS Capital Securities 12% Convertible Promissory Note On September 13, 2022, the Company entered into a securities purchase agreement (the “September 2022 GS SPA”) with GS, pursuant to which the Company issued (i) a 12 11,000 three-year 18,000 1.00 The following are the material terms of the September 2022 GS SPA and September 2022 GS Note: ● The September 2022 GS Note matures on January 8, 2023 ● At its election, GS may convert the September 2022 GS Note into the Company’s common stock, subject to

STOCKHOLDERS_ EQUITY

STOCKHOLDERS’ EQUITY	6 Months Ended
	Nov. 30, 2022
Equity [Abstract]
STOCKHOLDERS’ EQUITY	NOTE 9 — STOCKHOLDERS’ EQUITY Preferred Stock The Company is authorized to issue 1,000,000 0.0001 one no On August 23, 2022, the Company filed with the Delaware Secretary of State a certificate of designations (the “Certificate of Designations”) to designate one share of the Company’s preferred stock as the Series X Convertible Preferred Stock (“Series X Preferred”). The one share of Series X Preferred has a number of votes equal to all of the other votes entitled to be cast on any matter by any other shares or securities of the Company, plus one. The Series X Preferred does not have any economic or other interest in the Company. The share of Series X Preferred may not be transferred after issuance. If any transfer is attempted, the Series X Preferred will be automatically redeemed by the Company at a redemption price of $ 1.00 On August 29, 2022, the Company issued and sold to Roman Franklin, the Company’s Chief Executive Officer, principal financial officer, principal accounting officer, member of the Company’s Board of Directors, and greater than 5% stockholder, one share of the Company’s Series X Preferred for a purchase price of $ 1,000 At the election of the Series X Preferred holder at any time following the date that the Company has amended its articles of incorporation to increase the authorized shares of common stock such that there are sufficient authorized but unissued shares of common stock to permit conversion of the Series X Preferred as set forth in the Certificate of Designations, the Series X Preferred is convertible into 500,000,000 Upon issuance of the Series X Preferred, the Company estimated the fair market value of the Series X Preferred to be $ 183,498 182,498 1,000 Common Stock As of November 30, 2022, the Company is authorized to issue 36,000,000 0.0001 On September 1, 2022, the Board and stockholders holding a majority of the voting power of the issued and outstanding capital stock of the Company, including the Series X Preferred, approved an amendment (the “Amendment”) to the Company’s third amended and restated certificate of incorporation, as amended (the “Certificate of Incorporation”) increasing the number of our authorized shares of Common Stock from 36,000,000 250,000,000 On December 16, 2022, the Company filed a definitive information statement on Schedule 14C relating to the Amendment. The exact timing of the authorized share increase will be determined by the Company’s Board based on its evaluation as to when such action will be the most advantageous to the Company and its stockholders, and the effective date will be publicly announced. In no event will the authorized share increase be effective sooner than 20 days after the Company mails the definitive information statement on Schedule 14C and accompanying notice to the Company’s stockholders. The Board retains the authority to abandon the increase in authorized shares for any reason at any time prior to the effective date of the increase in authorized shares. On January 20, 2023, the Company filed the Amendment to its Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware to increase the Company’s authorized shares of Common Stock from 36,000,000 250,000,000 250,000,000 1,000,000 0.0001 As of November 30, 2022, and May 31, 2022, there were 9,576,161 1,830,818 Issuances Related to Officers, Directors, and Third-Party Vendors: ● On June 1, 2022, the Company issued 100,000 1.22 100,000 22,000 ● On June 24, 2021, the Company issued 1,667 2.81 316 ● On June 24, 2021, the Company issued 3,571 1.35 179 ● On June 30, 2022, the Company issued 100,000 0.47 50,000 3,000 ● On August 4, 2022, the Company issued 100,000 0.12 5,000 7,000 ● On August 30, 2022, the Company issued 112,000 0.06 5,000 1,720 ● On September 29, 2022, the Company issued 160,000 0.162 25,000 872 ● On November 10, 2022, the Company issued 340,000 0.043 6,800 7,650 Issuances Related to Conversions of March 2021 FirstFire Note: ● On July 27, 2022, the Company issued 95,000 0.13 9,500 2,850 ● On September 29, 2022, the Company issued 150,000 0.162 3,000 21,255 ● On October 3, 2022, the Company issued 200,000 0.092 4,000 14,440 ● On October 6, 2022, the Company issued 248,000 0.037 4,960 4,156 ● On November 10, 2022, the Company issued 358,000 0.043 7,160 8,055 Issuances Related to Conversions of June 2021 GS Note: ● On July 18, 2022, the Company issued 599,350 0.19 53,000 6,935 53,942 Issuances Related to Conversions of August 2021 Jefferson Note: ● On August 23, 2022, the Company issued 110,000 0.075 10,000 1,000 2,750 ● On September 29, 2022, the Company issued 150,000 0.162 2,000 1,000 21,255 ● On October 9, 2022, the Company issued 290,000 0.036 4,800 1,000 4,640 ● On October 11, 2022, the Company issued 380,000 0.042 6,600 1,000 8,360 Issuances Related to Conversions of September 2021 Ionic Note: ● On July 28, 2022, the Company issued 67,755 0.13 6,776 2,033 ● On September 2, 2022, the Company completed the issuance of 150,000 15,000 0.07 4,500 ● On September 10, 2022, the Company issued 155,000 0.05 3,100 4,650 ● On September 27, 2022, the Company issued 160,000 0.03 3,200 1,600 ● On September 29, 2022, the Company issued 160,000 0.162 3,200 22,672 ● On September 30, 2022, the Company issued 400,000 0.13 8,000 44,000 ● On October 3, 2022, the Company issued 440,000 0.092 8,800 31,768 ● On October 5, 2022, the Company issued 265,000 0.044 5,300 6,360 ● On October 6, 2022, the Company issued 265,000 0.037 5,300 4,441 ● On October 7, 2022, the Company issued 265,000 0.036 5,300 4,240 ● On October 24, 2022, the Company issued 340,000 0.027 6,800 2,210 ● On November 7, 2022, the Company issued 360,000 0.022 7,200 720 ● On November 10, 2022, the Company issued 380,000 0.043 7,600 8,550 ● On November 11, 2022, the Company issued 385,000 0.038 7,700 6,911 ● On November 17, 2022, the Company issued 455,000 0.028 9,100 3,640 Warrants As of November 30, 2022, the Company has issued and outstanding warrants to purchase shares of its Common Stock as follows: SCHEDULE OF ISSUED AND OUTSTANDING WARRANTS TO PURCHASE SHARES Number of Issue Warrants Vesting Termination Exercise Date Outstanding Date Date Price 11/20/2018 682,688 11/20/2018 11/20/2023 $ 92.00 5/31/2019 120,313 5/31/2019 5/31/2024 $ 32.00 6/1/2020 3,125 6/1/2020 6/1/2025 $ 32.00 6/10/2021 750,000 6/10/2021 6/10/2024 $ 0.02 6/18/2021 100,000 6/18/2021 6/10/2024 $ 20.00 8/4/2021 365,000 8/4/2021 10/12/2024 $ 13.00 8/23/2021 156,250 8/23/2021 8/23/2024 $ 0.02 8/31/2021 187,480 8/31/2021 8/31/2024 $ 0.02 9/17/2021 40,000 9/17/2021 9/17/2024 $ 0.02 9/28/2021 729,167 9/28/2021 9/28/2024 $ 0.02 10/1/2021 40,000 10/1/2021 10/1/2024 $ 0.02 11/18/2021 48,000 11/18/2021 11/18/2024 $ 0.02 3/21/2022 137,500 3/21/2022 3/21/2025 $ 0.02 4/1/2022 37,500 4/1/2022 4/1/2025 $ 0.02 7/14/2022 200,000 7/14/2022 7/14/2025 $ 0.02 9/8/2022 285,454 9/8/2022 9/8/2025 $ 1.00 9/13/2022 18,000 9/8/2022 9/13/2025 $ 1.00 3,900,477 During the quarter and six months ended November 30, 2022, the Company issued 303,454 503,454 1.00 0 134 147 3.16 3.75 3.0 During the quarter and six months ended November 30, 2021, the Company issued to accredited investors in association with issued, amended, or extinguished debt instruments 857,167 2,315,897 During the quarter and six months ended November 30, 2021, the Company sold zero 100,000 100,000 100,000 20.00 Stock-Based Compensation The Company did not grant any options to purchase its common shares during the six months ended November 30, 2022. During the six months ended November 22, 2021, the Company granted 275,000 The table below presents option activity for the six months ended November 30, 2022: SCHEDULE OF OPTION ACTIVITY Number of Shares Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Life (in years) Balance at May 31, 2022 462,500 2.77 2.93 Options exercised - - - Options granted - - - Options expired - - - Options forfeited (72,500 ) 2.77 2.68 Outstanding at November 30, 2022 390,000 2.77 2.43 Exercisable at November 30, 2022 390,000 2.77 2.43 Stock based compensation expense related to options for the quarters ended November 30, 2022, and 2021, amounted to $ 75,582 366,721 165,179 366,721 0 183,361

DERIVATIVE LIABILITY

DERIVATIVE LIABILITY	6 Months Ended
	Nov. 30, 2022
Derivative Liability
DERIVATIVE LIABILITY	NOTE 10 — DERIVATIVE LIABILITY Upon the issuance of the September 2022 FirstFire Note, September 2022 Ionic Note, and September 2022 Jefferson Note described above, the conversion price of certain equity-linked instruments decreased to $ 0.02 During the three months ended November 30, 2022, the Company recorded the derivative liability on 226,172,445 0 130.3 305.4 3.2 4.1 0.66 2.88 For the convertible promissory notes, the Company assessed whether, at inception, the convertible promissory note contained a debt discount equal to or less than the original principal value of the instrument. In such cases where the original debt discount was less than the original principal value of the note, the Company recorded a new debt discount that is to be accreted over the remaining term of the note. The difference between the value of the derivative liability as described above and the debt discount, if any, is recorded to additional paid in capital. During the reporting period, any conversions of convertible promissory notes into shares of Common Stock or other issuances of Common Stock are assessed. During the three months ended November 30, 2022, after the recording of the original derivative liability, the Company recorded a derivative liability on as additional 500,000 At the end of the reporting period, the fair market value of the derivative liability is remeasured utilizing the Black-Scholes option-pricing model with then-current inputs. Any resulting variances in the derivative liability are recorded as a gain or loss on the measurement of the liability in the income statement. During the three and six months ended November 30, 2022, the Company recorded an initial aggregate derivative liability of $ 10,832,403 , with adjustment during the periods of a decrease in the derivative liability of $ 52,574 . Offsetting these amounts, the Company recorded $ 10,485,603 to additional paid in capital and $ 294,227 in new debt discount. At the end of the reporting period, the Company remeasured the fair market value of the aggregate derivative liability resulting in a gain on change in value of the derivative liability of $ 7,389,820 , recorded on the statement of operations, bringing the ending balance of the derivative liability to $ 3,390,009 . In addition, during the reporting period, the Company recorded $ 127,407 in interest expense related to the new debt discount. The table below presents the derivative liability balances as of November 30, 2022 and May 31, 2022: SCHEDULE OF DERIVATIVE LIABILITY BALANCES Derivative Liability Balance at May 31, 2022 $ - Initial derivative liability recorded in additional paid in capital 10,485,603 Derivative liability recorded as debt discount 294,226 Gain on change in value of derivative liability (7,389,820 ) Balance at November 30, 2022 $ 3,390,009

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	6 Months Ended
	Nov. 30, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 11 — SUBSEQUENT EVENTS Conversion of Convertible Promissory Notes Subsequent to the reporting period, the holders of $ 242,204 12,110,208 Amendment to Articles of Incorporation On January 20, 2023, the Company filed the Amendment to its Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware to increase the Company’s authorized shares of Common Stock from 36,000,000 250,000,000 250,000,000 1,000,000 0.0001 Diverted River Exchange Agreement On September 28, 2022, the Company entered into an exchange agreement (the “Exchange Agreement”), dated as of September 28, 2022, by and among the Company, Diverted River Technology, LLC (“Diverted River”), the member(s) of Diverted River from time to time (the “Members”) and Zachary Johnson, as the Members’ representative. Pursuant to the terms of the Exchange Agreement, the Company agreed to acquire from the Members 100 80 Following the Closing, Diverted River will become a wholly owned subsidiary of the Company. Also following the Closing, it is expected that the Company’s name will be changed to Diverted River Technology, Inc., and the business of the Company will become that of Diverted River, an ETO focused on a sustainable, high margin, recurring revenue business model that requires limited capital expenditures. At the Closing, the Company will expand the size of the Company’s Board of Directors (the “Board”) by three persons, to a total of seven persons, and will name Mr. Johnson and, within 90 days after Closing, two other persons, as directors on the Board, one of whom will be an independent director. Also at the Closing, the Company will name Mr. Johnson as Chief Executive Officer of the Company. Within 90 days of Closing, the Board will name a Chief Technology Officer, subject to Mr. Johnson’s approval. At the Closing, the Company will also enter into employment agreements with Mr. Johnson and certain other Diverted River employees as identified and agreed by the parties. Within 90 days of Closing, the Company will hire Velocity 42 Limited as its primary software developer. The Exchange Agreement contains certain covenants, representations and warranties customary for an agreement of this type. In addition, the Closing is subject to the satisfaction or waiver of certain conditions, including, but not limited to, (i) the increase by the Company of its authorized shares of common stock to 250,000,000 60,000 4,000,000 12.5 1.00 12.5 The parties may terminate the Exchange Agreement pursuant to the terms of the Exchange Agreement, including, but not limited to, if the conditions to Closing have not been satisfied or waived by December 15, 2022. On December 15, 2022, the parties entered into Amendment No. 1 to Exchange Agreement (“Amendment No. 1”). Pursuant to the terms of Amendment No. 1, the termination date was amended to be February 1, 2023. Except as set forth in Amendment No. 1, the Exchange Agreement remains in full force and effect. As of the date of the filing of this Quarterly Report on Form 10-Q, the Exchange Agreement, as amended, has not been terminated. 2023 Ionic Ventures Securities Purchase Agreement and 12% Convertible Promissory Note On January 30, 2023, the Company entered into a securities purchase agreement (the “2023 Ionic SPA”), dated as of January 30, 2023, with Ionic Ventures, LLC (“Ionic”), pursuant to which the Company issued a 12 May 30, 2023 35,200 35,200 12 3,200 32,000 4.99 9.99 0.0175 The Company may prepay the 2023 Ionic Note in accordance with the terms of the 2023 Ionic Note, with the understanding that $ 1,056 Upon the occurrence of any Event of Default (as defined in the 2023 Ionic Note), which has not been cured within the time prescribed in the 2023 Ionic Note, it shall become immediately due and payable and the Company shall pay to Ionic, in full satisfaction of its obligations hereunder, an amount equal to the principal amount then outstanding plus accrued interest multiplied by 125% The 2023 Ionic SPA contains certain scrivener’s errors referencing a warrant although the parties to the 2023 Ionic SPA did not contemplate the issuance of a warrant in this transaction. The Company is in the process of preparing an amendment to the 2023 Ionic SPA to remove the inadvertent references to a warrant. 2023 FirstFire Securities Purchase Agreement and 12% Convertible Promissory Note On January 30, 2023, the Company entered into a securities purchase agreement (the “2023 FirstFire SPA”), dated as of January 30, 2023, with FirstFire Global Opportunities Fund, LLC (“FirstFire”), pursuant to which the Company issued a 12% promissory convertible note (the “2023 FirstFire Note”) with a maturity date of May 30, 2023 35,200 35,200 12 3,200 32,000 4.99 9.99% 0.0175 The Company may prepay the 2023 FirstFire Note in accordance with the terms of the 2023 FirstFire Note, with the understanding that $ 1,056 Upon the occurrence of any Event of Default (as defined in the 2023 FirstFire Note), which has not been cured within the time prescribed in the 2023 FirstFire Note, it shall become immediately due and payable and the Company shall pay to FirstFire, in full satisfaction of its obligations hereunder, an amount equal to the principal amount then outstanding plus accrued interest multiplied by 125%. The 2023 FirstFire SPA contains certain scrivener’s errors referencing a warrant although the parties to the 2023 FirstFire SPA did not contemplate the issuance of a warrant in this transaction. The Company is in the process of preparing an amendment to the 2023 FirstFire SPA to remove the inadvertent references to a warrant.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Nov. 30, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X promulgated by the Securities and Exchange Commission (the “SEC”). In the opinion of management, the accompanying unaudited consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the consolidated financial position, operating results and cash flows for the periods presented. The accompanying unaudited consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K, as filed with the SEC on September 27, 2022. The interim results for the three months ended November 30, 2022, are not necessarily indicative of the results to be expected for the year ending May 31, 2023, or for any future interim periods.
Basis of Consolidation	Basis of Consolidation The accompanying unaudited consolidated financial statements include the operations of the Company and its wholly owned subsidiaries, Simplicity Esports, LLC, PLAYlive, Simplicity Union Gap, LLC, Simplicity Kennewick, LLC, Simplicity Humble, LLC, Simplicity Frisco, LLC, Simplicity Billings, LLC, Simplicity Brea, LLC, Simplicity Santa Rosa, LLC, Simplicity St. Louis, LLC, Simplicity St. Petersburg, LLC, Simplicity Fullerton, LLC, Simplicity Salinas, LLC, Simplicity Tracy, LLC, Simplicity Vancouver, LLC, Simplicity Fort Bliss, LLC, and PLAYlive Nation Holdings, LLC; its 59 79 51 All significant intercompany accounts and transactions have been eliminated in consolidation.
Cash and cash equivalents	Cash and cash equivalents The Company considers short-term interest-bearing investments with initial maturities of three months or less to be cash equivalents. The Company has no
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents and accounts receivable. Cash and cash equivalents in a financial institution, which at times, may exceed the Federal depository insurance coverage of $ 250,000
Financial Instruments	Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the consolidated balance sheet except as noted in the Fair Value Measurement section described below.
Foreign Currencies	Foreign Currencies Revenue and expenses are translated at average rates of exchange prevailing during the period.
Use of Estimates	Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires the Company’s 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Revenue Recognition	Revenue Recognition In accordance with ASC 606, Revenues from Contracts with Customers The following describes principal activities, separated by major product or service, from which the Company generates its revenues. The following describes principal activities, separated by major product or service, from which the Company generates its revenues:
Company-owned Store Sales	Company-owned Store Sales The Company-owned stores principally generate revenue from retail esports gaming centers. Revenues from Company-owned stores are recognized when the products are delivered, or the service is provided. After hours, the Company also mines for crypto currency using the computer equipment at the company-owned stores. Crypto mining revenue is recognized as the mining occurs. As of November 30, 2022, all Company-owned store have been sold or closed.
Franchise Revenues	Franchise Revenues Franchise revenues consist of royalties, fees and initial license fee income. Franchise royalties are based on six percent of franchise store sales after a minimum level of sales occur and are recognized as sales occur. Any royalty reductions, including waivers or those offered as part of a new store development incentive or as incentive for other behaviors, are recognized at the same time as the related royalty, as they are not separately distinguishable from the full royalty rate. Franchise royalties are billed on a monthly basis. The Company recognizes initial franchise license fee revenue when the Company has performed substantially all the services required in the franchise agreement. Fees received that do not meet these criteria are recorded as deferred revenues until earned. The pre-opening services provided to franchisees do not contain separate and distinct performance obligations from the franchise right; thus, the fees collected will be amortized on a straight-line basis beginning at the store opening date through the term of the franchise agreement, which is typically 10 The Company offers various incentive programs for franchisees including royalty incentives, new store opening incentives (i.e. development incentives) and other support initiatives. Royalties and franchise fees sales are reduced to reflect any royalty incentives earned or granted under these programs that are in the form of discounts. Commissary sales are comprised of gaming equipment and supplies sold to franchised stores and are recognized as revenue upon shipment or delivery of the related products to the franchisees. Payments are generally due within 30 days. Fees for information services, including software maintenance fees, marketing fees and website maintenance, graphic and promotion fees are recognized as revenue as such services are provided.
Esports Revenue	Esports Revenue Esports is a form of competition using video games. Most commonly, esports takes the form of organized, single player and multiplayer video game tournaments or leagues, particularly between professional players, individually or as teams. Revenues from Esports revenues are recognized when the competition is completed, and prize money is awarded. Revenues earned from team sponsorships, prize winnings, league sponsorships, and from the Company’s share of league revenues are included in esports revenue.
Deferred Revenues	Deferred Revenues Deferred revenues are classified as current or long-term based on when management estimates the revenues will be recognized. The Company receives payments from franchisees in advance of all performance obligations having been met, including but not limited to franchise locations being opened. As certain conditions agreed to in these franchise agreements are performed, revenues are recognized. Deferred costs include commissions paid to brokers related to the sale of specific new franchises which have not met revenue recognition criteria as of November 30, 2022, and May 31, 2022. These costs are recognized in the same period as the initial franchise fee revenue is recognized. The table below summarizes Deferred Revenues as of November 30, 2022: SCHEDULE OF DEFERRED REVENUES May 31, 2022 Revenue Recognized November 30, 2022 Deferred Revenue $ 180,388 $ 11,884 $ 168,504 Total $ 180,388 $ 11,884 $ 168,504
Accounts Receivable	Accounts Receivable The Company estimates the allowance for doubtful accounts based on an analysis of specific customers (i.e. franchisees), taking into consideration the age of past due accounts and an assessment of the customer’s ability to pay. Accounts receivable are written off against the allowance when management determines it is probable the receivable is worthless. Customer account balances with invoices dated over 90 days old are considered delinquent and considered in the allowance assessment. The Company performs credit evaluations of its customers and, generally, requires no collateral. Management has assessed accounts receivable and an allowance for doubtful accounts of approximately $ 71,708 39,000
Inventory	Inventory Inventories are stated at the lower of cost or market. The company periodically reviews the value of items in inventory and provides write-downs or write-offs of inventory based on its assessment of market conditions. The Company has recorded an impairment of approximately $ 8,224 83,957 during the three months and six months ended November 30, 2022, respectively, related to the closure of Company owned stores.
Property and Equipment	Property and Equipment Property and equipment and leasehold improvements are recorded at its historical cost. The cost of property and equipment is depreciated over the estimated useful lives, when placed in service (ranging from 3 5 The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. The Company has recorded impairment charges of approximately $ 51,555 177,177 during the three months and six months ended November 30, 2022, respectively, related to the closure of Company owned stores
Intangible Assets and Impairment	Intangible Assets and Impairment Intangible assets that are subject to amortization are reviewed for potential impairment whenever events or circumstances indicate that carrying amounts may not be recoverable. Assets not subject to amortization are tested for impairment at least annually. These costs were included in intangible assets on our balance sheet and amortized on a straight-line basis when placed into service over the estimated useful lives of the costs, which is 3 5 The Company periodically reviews its intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less that the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. During the six months ended November 30, 2022, the Company performed an internal evaluation of the intangible assets which indicated impairment was required and recorded an impairment charge of approximately $ 1,007,142
Goodwill	Goodwill Goodwill is the excess of our purchase cost over the fair value of the net assets of acquired businesses. We do not amortize goodwill, but we assess our goodwill for impairment at least annually. Our assessment date is May 31, and we performed an internal evaluation of the goodwill value at August 31, 2022 with quantitative and qualitative considerations. Based on this internal evaluation, we recorded an impairment charge of $ 1,472,884
ranchise Locations	F ranchise Locations Through PLAYlive, the Company’s wholly owned subsidiary, the Company has entered into franchise agreements with third parties. As of November 30, 2022, six franchise locations were considered to be operational in various states including California, Florida, Georgia, Ohio, South Carolina, and Texas,
Stock-based Compensation	Stock-based Compensation The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation Equity-Based Payments to Non-Employees
Non-employee stock-based payments	Non-employee stock-based payments The Company records stock-based payments made to non-employees in accordance with Accounting Standards Update (“ASU”) 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting,
Usage of Authorized but Unissued Shares of Common Stock	Usage of Authorized but Unissued Shares of Common Stock As of November 30, 2022, the Company was authorized to issue 36,000,000 0.0001 36,000,000 250,000,000 250,000,000
Basic Income (Loss) Per Share	Basic Income (Loss) Per Share The Company complies with accounting and disclosure requirements ASC Topic 260, “Earnings Per Share.” Net income (loss) – per share is calculated by dividing the Company’s net income (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings or loss per common share is calculated by dividing the Company’s net income or loss available to common stockholders by the diluted weighted average number of common shares outstanding during the period. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. For this calculation potentially dilutive securities consist primarily of warrants, outstanding options and shares into which the company’s convertible notes payable are convertible. When the Company records a loss from operations, all potentially dilutive shares are anti-dilutive and are consequently excluded from the calculation of diluted net loss per common share. The following table shows the computation of basic and diluted earnings per share for the three and six months ended November 30, 2022, and 2021: SCHEDULE OF BASIC AND DILUTED EARNINGS PER SHARE November 30, 2022 November 30, 2021 November 30, 2022 November 30, 2021 Three Months ended Six Months ended November 30, 2022 November 30, 2021 November 30, 2022 November 30, 2021 Numerator: Net income (loss) attributable to common shareholders $ 5,551,711 $ (2,129,297 ) $ 1,394,601 $ (6,340,204 ) Denominator: Weighted-average basic shares outstanding 5,974,820 1,527,908 4,162,799 1,526,066 Effect of dilutive securities 4,548,555 - 807,225 - Weighted-average diluted shares 10,523,375 1,527,908 4,970,024 1,526,066 Basic earnings per share $ 0.93 $ (1.39 ) $ 0.34 $ (4.15 ) Diluted earnings per share $ 0.53 $ (1.39 ) $ 0.28 $ (4.15 )
Income Taxes	Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “ Income Taxes ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the consolidated financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include : ● Level 1 inputs are quoted prices in active markets for identical assets or liabilities. ● Level 2 inputs are observable for the asset or liability, either directly or indirectly, including quoted prices in active markets for similar assets or liabilities. ● Level 3 inputs are unobservable and reflect the Company’s own assumptions. Other than the derivative liability, the Company does not have a material amount of financial assets or liabilities that are required to be measured at fair value on a recurring basis under U.S. GAAP. None of the Company’s non-financial assets or non-financial liabilities are required to be measured at fair value on a recurring basis. The Company has not elected to use fair value measurement for any assets or liabilities for which fair value measurement is not presently required by U.S. GAAP. However, the Company believes the fair values of cash and cash equivalents, accounts receivable, inventory, accounts payable, and accrued liabilities approximate their carrying amounts.
Recently Issued and Recently Adopted Accounting Pronouncements	Recently Issued and Recently Adopted Accounting Pronouncements Accounting standards promulgated by the FASB are subject to change. Changes in such standards may have an impact on the Company’s future financial statements. The following are a summary of recent accounting developments. In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective June 1, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is evaluating the impact of the adoption of ASU 2020-06 on the Company’s financial statements. In May 2021, the FASB issued ASU 2021-04, Earning Per Share (Topic 260) Debt-Modifications and Extinguishments (Subtopic 470-50) Compensation-Stock Compensation (Topic 718) Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.
Going Concern, Liquidity and Management’s Plan	Going Concern, Liquidity and Management’s Plan The Company’s unaudited consolidated financial statements have been prepared assuming that it will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. As reflected in the unaudited consolidated financial statements, as of November 30, 2022, the Company had an accumulated deficit of $ 28,443,843 10,106,601 5,551,711 1,394,601 The Company’s cash position may not be sufficient to support the Company’s daily operations. Management intends to raise additional funds by way of private and/or public offerings. While the Company believes in the viability of its strategy and its ability to generate sufficient revenue and to raise additional funds, there can be no assurances to that effect. Should the Company fail to raise additional capital, it may be compelled to reduce the scope of its planned future business activities. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan, to generate sufficient revenue and to raise additional funds by way of public and/or private offerings. The unaudited consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. In December 2019, a novel strain of coronavirus (COVID-19) emerged in Wuhan, Hubei Province, China. While initially the outbreak was largely concentrated in China and caused significant disruptions to its economy, it has now spread to several other countries and infections have been reported globally. Because COVID-19 infections have been reported throughout the United States, certain federal, state and local governmental authorities have issued stay-at-home orders, proclamations and/or directives aimed at minimizing the spread of COVID-19. Additional, more restrictive proclamations and/or directives may be issued in the future. As a result, all of our corporate and franchised Simplicity Gaming Centers were closed effective April 1, 2020. We commenced reopening Simplicity Gaming Centers as of May 1, 2020, and subsequently reopened the majority of our company owned stores and franchise locations. Although our franchise agreements with franchisees of Simplicity Gaming Centers require a minimum monthly royalty payment to us from the franchisees regardless of whether the franchised Simplicity Gaming Centers are operating, there is a potential risk that franchisees of Simplicity Gaming Centers will default in their obligations to pay their minimum monthly royalty payment to us resulting in either an increase in accounts receivables or a bad debt expense where account receivables are no longer collectible due to franchisee’s inability to pay the minimum monthly royalty payments owed by the franchisee. The ultimate impact of the COVID-19 pandemic on the Company’s operations is unknown and will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the COVID-19 outbreak, new information which may emerge concerning the severity of the COVID-19 pandemic, and any additional preventative and protective actions that governments, or the Company, may direct, which may result in an extended period of continued business disruption, reduced customer traffic and reduced operations. Any resulting financial impact cannot be reasonably estimated at this time but is anticipated to have a material adverse impact on our business, financial condition and results of operations. The measures taken to date impacted the Company’s business for the fiscal year ended May 31, 2022, as well as the fiscal quarter ended November 30, 2022, and will potentially continue to impact the Company’s business. Management expects that all of its business segments, across all of its geographies, will be impacted to some degree, but the significance of the impact of the COVID-19 outbreak on the Company’s business and the duration for which it may have an impact cannot be determined at this time.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	6 Months Ended
	Nov. 30, 2022
Accounting Policies [Abstract]
SCHEDULE OF DEFERRED REVENUES	The table below summarizes Deferred Revenues as of November 30, 2022: SCHEDULE OF DEFERRED REVENUES May 31, 2022 Revenue Recognized November 30, 2022 Deferred Revenue $ 180,388 $ 11,884 $ 168,504 Total $ 180,388 $ 11,884 $ 168,504
SCHEDULE OF BASIC AND DILUTED EARNINGS PER SHARE	SCHEDULE OF BASIC AND DILUTED EARNINGS PER SHARE November 30, 2022 November 30, 2021 November 30, 2022 November 30, 2021 Three Months ended Six Months ended November 30, 2022 November 30, 2021 November 30, 2022 November 30, 2021 Numerator: Net income (loss) attributable to common shareholders $ 5,551,711 $ (2,129,297 ) $ 1,394,601 $ (6,340,204 ) Denominator: Weighted-average basic shares outstanding 5,974,820 1,527,908 4,162,799 1,526,066 Effect of dilutive securities 4,548,555 - 807,225 - Weighted-average diluted shares 10,523,375 1,527,908 4,970,024 1,526,066 Basic earnings per share $ 0.93 $ (1.39 ) $ 0.34 $ (4.15 ) Diluted earnings per share $ 0.53 $ (1.39 ) $ 0.28 $ (4.15 )

PROPERTY AND EQUIPMENT (Tables)

PROPERTY AND EQUIPMENT (Tables)	6 Months Ended
	Nov. 30, 2022
Property, Plant and Equipment [Abstract]
SCHEDULE OF PROPERTY AND EQUIPMENT	The following is a summary of property and equipment—at cost, less accumulated depreciation: SCHEDULE OF PROPERTY AND EQUIPMENT November 30, 2022 May 31, 2022 Leasehold improvements $ - $ 50,891 Property and equipment 21,287 477,812 Total cost 21,287 528,793 Less accumulated depreciation (17,560 ) (333,591 ) Net property and equipment $ 3,727 $ 195,202

INTANGIBLE ASSETS (Tables)

INTANGIBLE ASSETS (Tables)	6 Months Ended
	Nov. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
SCHEDULE OF INTANGIBLE ASSETS	The following table sets forth the intangible assets, including accumulated amortization as of November 30, 2022: SCHEDULE OF INTANGIBLE ASSETS November 30, 2022 Remaining Accumulated Net Carrying Useful Life Cost Amortization Value Internet Domain 2 $ 3,000 $ 3,000 $ - $ 3,000 $ 3,000 $ - The following tables set forth the intangible assets, including accumulated amortization as of May 31, 2022: May 31, 2022 Remaining Accumulated Net Carrying Useful Life Cost Amortization Value Trademarks Indefinite 866,000 - 866,000 Customer Database 2 35,000 33,542 1,458 Restrictive Covenant 2 115,000 110,208 4,792 Customer Contracts Varies 185,563 50,671 134,892 $ 1,201,563 $ 194,421 $ 1,007,142
SCHEDULE OF GOODWILL	The Company’s goodwill carrying amounts relate to the acquisitions of Simplicity Esports LLC and PLAYlive. The composition of the goodwill balance is as follows: SCHEDULE OF GOODWILL As of November 30, 2022 As of May 31, 2022 Simplicity Esports LLC $ - $ 1,034,662 PLAYlive Nation Inc. - 413,222 Ft. Bliss - 25,000 Total Goodwill $ - $ 1,472,884

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Tables)	6 Months Ended
	Nov. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
SUMMARIZES OF RIGHT OF USE ASSET AND LEASE LIABILITY	The following table summarizes the right-of use asset and lease liability as of November 30, 2022: SUMMARIZES OF RIGHT OF USE ASSET AND LEASE LIABILITY Right-of-use Asset, net $ - Lease Liability Current $ 1,254,481 Long Term - Total $ 1,254,481
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS	The following table summarizes the Company’s scheduled future minimum lease payments as of November 30, 2022: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS 2023 $ 277,619 2024 452,511 2025 405,795 2026 321,952 2027 and beyond 47,500 Total Operating Lease Obligations $ 1,505,377 Less: Amount representing imputed interest (250,896 ) Present value of minimum lease payments $ 1,254,481 Less current portion 1,254,481 Long term portion $ -

DEBT (Tables)

DEBT (Tables)	6 Months Ended
	Nov. 30, 2022
Debt Disclosure [Abstract]
SCHEDULE OF OUTSTANDING DEBT BALANCES	The table below presents the Company’s outstanding debt balances as of November 30, 2022, and May 31, 2022: SCHEDULE OF OUTSTANDING DEBT BALANCES Convertible Promissory Notes Secured Promissory Notes Related Party Debt Short-Term Note Payable Principal Balance as of May 31, 2022 $ 5,361,347 $ 206,772 $ 247,818 $ 41,735 Carrying Value as of May 31, 2022 3,093,395 69,636 247,818 41,375 Principal Borrowings 280,500 - - - Repayments - (6,922 ) (247,818 ) - Conversions (207,396 ) - - - Totals $ 73,105 $ (6,922 ) $ (247,818 ) $ - Unamortized Debt Issuance Costs, Beneficial Conversion Feature, and Warrant Discount Beginning Balance $ (2,267,952 ) $ (137,136 ) $ - $ - Additions (490,569 ) - - - Accretion 1,423,184 12,955 - - Ending Balance $ (1,335,337 ) $ (124,181 ) $ - $ - Principal Balance as of November 30, 2022 $ 5,434,452 $ 199,850 $ - $ 41,735 Carrying Value as of November 30, 2022 4,099,115 75,669 - 41,375 Less Short-Term Portion 2,893,538 - - 41,735 Long Term Portion $ 1,205,577 $ 75,669 $ - $ -
SCHEDULE OF PRINCIPAL MATURITIES OF OUTSTANDING DEBT	Scheduled principal maturities of the Company’s outstanding debt over the next five fiscal years is as follows: SCHEDULE OF PRINCIPAL MATURITIES OF OUTSTANDING DEBT Fiscal year ended May 31, 2023 $ 1,207,639 2024 4,328,584 2025 45,307 2026 50,051 2027 44,456 Thereafter - Outstanding Debt $ 5,676,037

STOCKHOLDERS_ EQUITY (Tables)

STOCKHOLDERS’ EQUITY (Tables)	6 Months Ended
	Nov. 30, 2022
Equity [Abstract]
SCHEDULE OF ISSUED AND OUTSTANDING WARRANTS TO PURCHASE SHARES	As of November 30, 2022, the Company has issued and outstanding warrants to purchase shares of its Common Stock as follows: SCHEDULE OF ISSUED AND OUTSTANDING WARRANTS TO PURCHASE SHARES Number of Issue Warrants Vesting Termination Exercise Date Outstanding Date Date Price 11/20/2018 682,688 11/20/2018 11/20/2023 $ 92.00 5/31/2019 120,313 5/31/2019 5/31/2024 $ 32.00 6/1/2020 3,125 6/1/2020 6/1/2025 $ 32.00 6/10/2021 750,000 6/10/2021 6/10/2024 $ 0.02 6/18/2021 100,000 6/18/2021 6/10/2024 $ 20.00 8/4/2021 365,000 8/4/2021 10/12/2024 $ 13.00 8/23/2021 156,250 8/23/2021 8/23/2024 $ 0.02 8/31/2021 187,480 8/31/2021 8/31/2024 $ 0.02 9/17/2021 40,000 9/17/2021 9/17/2024 $ 0.02 9/28/2021 729,167 9/28/2021 9/28/2024 $ 0.02 10/1/2021 40,000 10/1/2021 10/1/2024 $ 0.02 11/18/2021 48,000 11/18/2021 11/18/2024 $ 0.02 3/21/2022 137,500 3/21/2022 3/21/2025 $ 0.02 4/1/2022 37,500 4/1/2022 4/1/2025 $ 0.02 7/14/2022 200,000 7/14/2022 7/14/2025 $ 0.02 9/8/2022 285,454 9/8/2022 9/8/2025 $ 1.00 9/13/2022 18,000 9/8/2022 9/13/2025 $ 1.00 3,900,477
SCHEDULE OF OPTION ACTIVITY	The table below presents option activity for the six months ended November 30, 2022: SCHEDULE OF OPTION ACTIVITY Number of Shares Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Life (in years) Balance at May 31, 2022 462,500 2.77 2.93 Options exercised - - - Options granted - - - Options expired - - - Options forfeited (72,500 ) 2.77 2.68 Outstanding at November 30, 2022 390,000 2.77 2.43 Exercisable at November 30, 2022 390,000 2.77 2.43

DERIVATIVE LIABILITY (Tables)

DERIVATIVE LIABILITY (Tables)	6 Months Ended
	Nov. 30, 2022
Derivative Liability
SCHEDULE OF DERIVATIVE LIABILITY BALANCES	The table below presents the derivative liability balances as of November 30, 2022 and May 31, 2022: SCHEDULE OF DERIVATIVE LIABILITY BALANCES Derivative Liability Balance at May 31, 2022 $ - Initial derivative liability recorded in additional paid in capital 10,485,603 Derivative liability recorded as debt discount 294,226 Gain on change in value of derivative liability (7,389,820 ) Balance at November 30, 2022 $ 3,390,009

SCHEDULE OF DEFERRED REVENUES (

SCHEDULE OF DEFERRED REVENUES (Details) - USD ($)	Nov. 30, 2022	May 31, 2022
Deferred Revenue	$ 168,504	$ 180,388
Total	168,504	$ 180,388
Revenue Recognized [Member]
Deferred Revenue	11,884
Total	$ 11,884

SCHEDULE OF BASIC AND DILUTED E

SCHEDULE OF BASIC AND DILUTED EARNINGS PER SHARE (Details) - USD ($)	3 Months Ended				6 Months Ended
	Nov. 30, 2022	Aug. 31, 2022	Nov. 30, 2021	Aug. 31, 2021	Nov. 30, 2022	Nov. 30, 2021
Accounting Policies [Abstract]
Net income (loss) attributable to common shareholders	$ 5,551,711	$ (4,157,110)	$ (2,129,297)	$ (4,210,907)	$ 1,394,601	$ (6,340,204)
Weighted-average basic shares outstanding	5,974,820		1,527,908		4,162,799	1,526,066
Effect of dilutive securities	4,548,555				807,225
Weighted-average diluted shares	10,523,375		1,527,908		4,970,024	1,526,066
Basic earnings per share	$ 0.93		$ (1.39)		$ 0.34	$ (4.15)
Diluted earnings per share	$ 0.53		$ (1.39)		$ 0.28	$ (4.15)

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended				6 Months Ended
	Nov. 30, 2022	Aug. 31, 2022	Nov. 30, 2021	Aug. 31, 2021	Nov. 30, 2022	Nov. 30, 2021	Jan. 20, 2023	Sep. 01, 2022	May 31, 2022
Product Information [Line Items]
Cash equivalents	$ 0				$ 0
Federal depository insurance coverage	250,000				250,000
Allowance for doubtful accounts receivable	71,708				71,708				$ 39,000
Inventory impairment	8,224				83,957
Impairment of property and equipment	51,555				177,177
Impairment of intangible assets					1,007,142
Good will impairment charge	$ 0	$ 1,472,884	$ 0		$ 1,472,884	$ 0
Common stock, authorized	36,000,000				36,000,000
Common stock, par value	$ 0.0001				$ 0.0001				$ 0.0001
Common stock, authorized	250,000,000				250,000,000				250,000,000
Accumulated deficit	$ 28,443,843				$ 28,443,843				$ 29,838,444
Working capital deficit					10,106,601
Net loss	$ 5,551,711	$ (4,157,110)	$ (2,129,297)	$ (4,210,907)	$ 1,394,601	$ (6,340,204)
Minimum [Member]
Product Information [Line Items]
Finite-lived intangible asset, useful life					3 years
Property plant and equipment useful lives					3 years
Number of shares increased in authorization							36,000,000
Common stock, authorized								36,000,000
Maximum [Member]
Product Information [Line Items]
Finite-lived intangible asset, useful life					5 years
Property plant and equipment useful lives					5 years
Common stock, authorized							250,000,000	250,000,000
Franchise [Member]
Product Information [Line Items]
Finite-lived intangible asset, useful life					10 years
Simplicity One Brasil Ltda [Member]
Product Information [Line Items]
Equity method investment, ownership percentage	59%				59%
Simplicity Happy Valley, LLC and Simplicity Redmond, LLC [Member]
Product Information [Line Items]
Equity method investment, ownership percentage	79%				79%
Simplicity El Paso LLC [Member]
Product Information [Line Items]
Equity method investment, ownership percentage	51%				51%

DISPOSITIONS (Details Narrative

DISPOSITIONS (Details Narrative) - USD ($)	3 Months Ended	6 Months Ended
	Nov. 30, 2022	Nov. 30, 2022	Nov. 09, 2022	Aug. 31, 2022	Jun. 10, 2022
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Value of license disposition					$ 391,776
Value of license account receivable					$ 391,776
Gain on disposal license			$ 154,348	$ 240,924
Asset purchase agreement			185,000
Amount payable during execution of agreement			175,000
Final installment			10,000
Net payments to minority interest holders			$ 44,100
Brazil Assets [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Disposal of assets	$ 70,125	$ 145,625
Other receivable	246,151	246,151
Fort Bliss Assets [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Disposal of assets	$ 128,632	$ 128,632

SCHEDULE OF PROPERTY AND EQUIPM

SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($)	Nov. 30, 2022	May 31, 2022
Property, Plant and Equipment [Line Items]
Total cost	$ 21,287	$ 528,793
Less accumulated depreciation	(17,560)	(333,591)
Net property and equipment	3,727	195,202
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Total cost		50,891
Property, Plant and Equipment [Member]
Property, Plant and Equipment [Line Items]
Total cost	$ 21,287	$ 477,812

PROPERTY AND EQUIPMENT (Details

PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Nov. 30, 2022	Nov. 30, 2021	Nov. 30, 2022	Nov. 30, 2021
Property, Plant and Equipment [Abstract]
Depreciation	$ 1,543	$ 83,916	$ 19,591	$ 165,653
Impairment of property and equipment	$ 51,550	$ 0	$ 177,177	$ 0

SCHEDULE OF INTANGIBLE ASSETS (

SCHEDULE OF INTANGIBLE ASSETS (Details) - USD ($)	6 Months Ended	12 Months Ended
	Nov. 30, 2022	May 31, 2022
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	$ 3,000	$ 1,201,563
Intangible assets, accumulated amortization	3,000	194,421
Intangible assets, net		1,007,142
Internet Domain Names [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life	2 years
Intangible assets, gross	$ 3,000
Intangible assets, accumulated amortization	3,000
Intangible assets, net
Trademarks [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross		866,000
Intangible assets, accumulated amortization
Intangible assets, net		$ 866,000
Intangible assets, useful life, description		Indefinite
Customer Database [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life		2 months
Intangible assets, gross		$ 35,000
Intangible assets, accumulated amortization		33,542
Intangible assets, net		$ 1,458
Restrictive Covenant [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life		2 months
Intangible assets, gross		$ 115,000
Intangible assets, accumulated amortization		110,208
Intangible assets, net		4,792
Customer Contracts [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross		185,563
Intangible assets, accumulated amortization		50,671
Intangible assets, net		$ 134,892
Intangible assets, useful life, description		Varies

SCHEDULE OF GOODWILL (Details)

SCHEDULE OF GOODWILL (Details) - USD ($)	Nov. 30, 2022	May 31, 2022
Restructuring Cost and Reserve [Line Items]
Total Goodwill		$ 1,472,884
Simplicity Esports LLC [Member]
Restructuring Cost and Reserve [Line Items]
Total Goodwill		1,034,662
PLAYlive Nation Inc [Member]
Restructuring Cost and Reserve [Line Items]
Total Goodwill		413,222
Ft. Bliss [Member]
Restructuring Cost and Reserve [Line Items]
Total Goodwill		$ 25,000

INTANGIBLE ASSETS (Details Narr

INTANGIBLE ASSETS (Details Narrative) - USD ($)	3 Months Ended			6 Months Ended
	Nov. 30, 2022	Aug. 31, 2022	Nov. 30, 2021	Nov. 30, 2022	Nov. 30, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible asset impairment	$ 0		$ 0	$ 1,007,142	$ 0
Amortization expense	0		71,228	333	148,416
Goodwill impairment	$ 0	$ 1,472,884	$ 0	$ 1,472,884	$ 0

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - Kaplan Promissory Note [Member] - Jed Kaplan [Member] - USD ($)		3 Months Ended	6 Months Ended
	Dec. 10, 2021	Nov. 30, 2022	Nov. 30, 2022	Jun. 10, 2022
Short-Term Debt [Line Items]
Debt Instrument, Face Amount	$ 247,818
Debt Instrument, Interest Rate, Stated Percentage	5%
Debt Instrument, Maturity Date	Jun. 10, 2022
Accrued interest				$ 6,178
Interest expense		$ 0	$ 339

SUMMARIZES OF RIGHT OF USE ASSE

SUMMARIZES OF RIGHT OF USE ASSET AND LEASE LIABILITY (Details) - USD ($)	Nov. 30, 2022	May 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Right-of-use Asset, net		$ 532,216
Lease Liability
Current	1,254,481	332,519
Long Term		$ 1,092,627
Total	$ 1,254,481

SCHEDULE OF FUTURE MINIMUM LEAS

SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS (Details) - USD ($)	Nov. 30, 2022	May 31, 2022
Commitments and Contingencies Disclosure [Abstract]
2023	$ 277,619
2024	452,511
2025	405,795
2026	321,952
2027 and beyond	47,500
Total Operating Lease Obligations	1,505,377
Less: Amount representing imputed interest	(250,896)
Present value of minimum lease payments	1,254,481
Less current portion	1,254,481	$ 332,519
Long term portion		$ 1,092,627

COMMITMENTS AND CONTINGENCIES_2

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)			3 Months Ended	6 Months Ended	12 Months Ended
	May 17, 2021	Mar. 29, 2021	Nov. 30, 2022	Nov. 30, 2022	May 31, 2020	May 31, 2022	Jul. 29, 2020
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Operating lease impairment loss			$ 401,360	$ 518,295
Weighted average remaining lease terms			3 years	3 years		3 years 7 months 6 days
Weighted average discount rate percentage			12%	12%		12%
Due to Related Parties, Current						$ 247,818
Jed Kaplan [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Cash bonus							$ 75,000
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture					250,000
Due to Related Parties, Current			35,000	35,000
Salary and wage		$ 4,000
Roman Franklin [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Cash bonus							$ 75,000
Due to Related Parties, Current			$ 35,000	$ 35,000
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture							250,000
Chief Executive Officer [Member] | Franklin Employment Agreement [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Annual base salary		250,000
Maximum quarterly bonus amount		$ 15,000
Chief Financial Officer [Member] | Hennessey Employment Agreement [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Annual base salary	$ 140,000
Maximum quarterly bonus amount	12,500
Share-Based compensation of equity grant	$ 5,000
Employment agreement description	Ms. Hennessey was also eligible to receive a quarterly bonus of up to $12,500 in the form of a cash bonus and/or equity grant of shares of the Company’s common stock. Pursuant to the terms of the Hennessey Employment Agreement, Ms. Hennessey was also to receive (i) 5,000 shares of common stock upon filing of the 2021 Annual Report on Form 10-K, if completed before July 31, 2021, and (ii) 5,000 shares of common stock upon completion of an uplisting to a national exchange, such as The Nasdaq Stock Market or the NYSE American

SCHEDULE OF OUTSTANDING DEBT BA

SCHEDULE OF OUTSTANDING DEBT BALANCES (Details) - USD ($)	6 Months Ended
	Nov. 30, 2022
Short-Term Debt [Line Items]
Principal Balance as of May 31, 2022
Principal Balance as of November 30, 2022	$ 5,676,037
Convertible Promissory Notes [Member]
Short-Term Debt [Line Items]
Principal Balance as of May 31, 2022	5,361,347
Carrying Value as of May 31, 2022	3,093,395
Borrowings	280,500
Repayments
Conversions	(207,396)
Totals	73,105
Beginning Balance	(2,267,952)
Additions	(490,569)
Accretion	1,423,184
Ending Balance	(1,335,337)
Principal Balance as of November 30, 2022	5,434,452
Carrying Value as of November 30, 2022	4,099,115
Less Short-Term Portion	2,893,538
Long Term Portion	1,205,577
Secured Promissory Notes [Member]
Short-Term Debt [Line Items]
Principal Balance as of May 31, 2022	206,772
Carrying Value as of May 31, 2022	69,636
Borrowings
Repayments	(6,922)
Conversions
Totals	(6,922)
Beginning Balance	(137,136)
Additions
Accretion	12,955
Ending Balance	(124,181)
Principal Balance as of November 30, 2022	199,850
Carrying Value as of November 30, 2022	75,669
Less Short-Term Portion
Long Term Portion	75,669
Related Party Debt [Member]
Short-Term Debt [Line Items]
Principal Balance as of May 31, 2022	247,818
Carrying Value as of May 31, 2022	247,818
Borrowings
Repayments	(247,818)
Conversions
Totals	(247,818)
Beginning Balance
Additions
Accretion
Ending Balance
Principal Balance as of November 30, 2022
Carrying Value as of November 30, 2022
Less Short-Term Portion
Long Term Portion
Short Term Note Payable [Member]
Short-Term Debt [Line Items]
Principal Balance as of May 31, 2022	41,735
Carrying Value as of May 31, 2022	41,375
Borrowings
Repayments
Conversions
Totals
Beginning Balance
Additions
Accretion
Ending Balance
Principal Balance as of November 30, 2022	41,735
Carrying Value as of November 30, 2022	41,375
Less Short-Term Portion	41,735
Long Term Portion

SCHEDULE OF PRINCIPAL MATURITIE

SCHEDULE OF PRINCIPAL MATURITIES OF OUTSTANDING DEBT (Details)	Nov. 30, 2022 USD ($)
Debt Disclosure [Abstract]
2023	$ 1,207,639
2024	4,328,584
2025	45,307
2026	50,051
2027	44,456
Thereafter
Outstanding Debt	$ 5,676,037

DEBT (Details Narrative)

DEBT (Details Narrative) - USD ($)																	3 Months Ended				6 Months Ended		12 Months Ended
	Nov. 18, 2022	Sep. 13, 2022	Sep. 08, 2022	Jul. 14, 2022	Jul. 13, 2022	Apr. 02, 2022	Mar. 21, 2022	Dec. 10, 2021	Nov. 15, 2021	Sep. 28, 2021	Aug. 31, 2021	Aug. 23, 2021	Jun. 16, 2021	Jun. 11, 2021	Mar. 10, 2021	Feb. 19, 2021	Nov. 30, 2022	Aug. 31, 2022	Nov. 30, 2021	Aug. 31, 2021	Nov. 30, 2022	Nov. 30, 2021	May 31, 2022	May 31, 2020	Sep. 30, 2022	Jul. 31, 2022	Jun. 10, 2022	Apr. 30, 2022	Mar. 31, 2022	Mar. 16, 2022	Nov. 18, 2021
Short-Term Debt [Line Items]
Interest expense																					$ 127,407
Losses on extinguishment of debt																	$ (223,924)		$ 29,168		(275,498)	$ (1,730,801)
Debt discount																	294,227				294,227
Proceeds from notes payable																					255,000	$ 3,761,500
August 2021 Lucas Ventures Capital 12% Convertible Note [Member]
Short-Term Debt [Line Items]
Interest rate											12%									12%
LGH Investments LLC [Member]
Short-Term Debt [Line Items]
Debt instrument maturity date					Dec. 31, 2023
February 19, 2021 Labrys 12% Convertible Promissory Note [Member]
Short-Term Debt [Line Items]
Interest rate																12%
Debt instrument maturity date																Feb. 19, 2022
Debt instrument face amount																$ 1,650,000
Interest expense																	23,277				56,949
Debt instrument unamortized discount																	$ 890,591				$ 890,591
February 19, 2021 Labrys 12% Convertible Promissory Note [Member] | Maximum [Member]
Short-Term Debt [Line Items]
Conversion price																									$ 0.10	$ 1			$ 11.50
February 19, 2021 Labrys 12% Convertible Promissory Note [Member] | Minimum [Member]
Short-Term Debt [Line Items]
Conversion price																									$ 0.02	0.10			1
March 2021 FirstFire Global 12% Convertible Promissory Note [Member]
Short-Term Debt [Line Items]
Interest rate															12%
Debt instrument maturity date															Mar. 10, 2022
Debt instrument face amount															$ 560,000
Conversion price																	$ 0.02	$ 0.10			$ 0.02
Interest expense																	$ 35,332				$ 50,317
Debt instrument unamortized discount																									$ 294,227
Outstanding principal balance																	$ 19,120	$ 9,500
Number of shares issued																	956,000	95,000
Share price per share																		$ 0.13
Losses on extinguishment of debt																	$ 47,906	$ 2,850
Accretion expense																	127,407				127,407
Carrying value of Note																	314,560				314,560
Unaccreted debt discount																	$ 166,820				$ 166,820
March 2021 FirstFire Global 12% Convertible Promissory Note [Member] | Maximum [Member]
Short-Term Debt [Line Items]
Conversion price																									$ 0.10	1			11.50
Share price per share																	$ 0.162				$ 0.162
March 2021 FirstFire Global 12% Convertible Promissory Note [Member] | Minimum [Member]
Short-Term Debt [Line Items]
Conversion price																									0.02	0.10			1
Share price per share																	$ 0.037				$ 0.037
June 2021 FirstFire Global 12% Convertible Promissory Note [Member]
Short-Term Debt [Line Items]
Interest rate														12%
Debt instrument maturity date														Jun. 10, 2023
Debt instrument face amount														$ 1,266,666
Conversion price														$ 11.50
Interest expense																	$ 136,085				$ 273,664
Carrying value of Note																	804,544				804,544
Unaccreted debt discount																	287,123				287,123
Number of share issued														11,875
Warrant term														3 years
Warrants to purchase common stock														593,750
Warrant exercise price														$ 10.73
[custom:PercentageOfBeneficialOwnershipLimitations-0]														4.99%
Percentage of limitation on conversion														9.99%
Original issue discount														$ 126,666
Accrued interest rate of debt instrument														125%
Proceeds from issuance of debt														$ 1,140,000
Proceeds from issuance of debt and warrant														$ 1,140,000
June 2021 FirstFire Global 12% Convertible Promissory Note [Member] | Maximum [Member]
Short-Term Debt [Line Items]
Conversion price																									0.10	1			11.50
June 2021 FirstFire Global 12% Convertible Promissory Note [Member] | Minimum [Member]
Short-Term Debt [Line Items]
Conversion price																									0.02	0.10			1
June 2021 GS Capital Securities 12% Convertible Promissory Note [Member]
Short-Term Debt [Line Items]
Interest rate													12%
Debt instrument maturity date													Jun. 10, 2023
Debt instrument face amount													$ 333,333
Conversion price													$ 11.50					$ 0.10
Interest expense																	28,671				84,884
Outstanding principal balance																		$ 53,000
Number of shares issued																		599,350
Share price per share																		$ 0.19
Losses on extinguishment of debt																		$ 53,942
Carrying value of Note																	169,507				169,507
Unaccreted debt discount																	$ 60,492				$ 60,492
Number of share issued													3,125
Warrant term													3 years
Warrants to purchase common stock													156,250
Warrant exercise price													$ 10.73
Original issue discount													$ 33,333
Proceeds from issuance of debt													300,000
Proceeds from issuance of debt and warrant													$ 300,000
Accrued interest																		$ 6,935
June 2021 GS Capital Securities 12% Convertible Promissory Note [Member] | Maximum [Member]
Short-Term Debt [Line Items]
Conversion price																									0.10	1			11.50
June 2021 GS Capital Securities 12% Convertible Promissory Note [Member] | Minimum [Member]
Short-Term Debt [Line Items]
Conversion price																									0.02	0.10			1
August 2021 Jefferson Street Capital 12% Convertible Promissory Note [Member]
Short-Term Debt [Line Items]
Interest rate												12%
Debt instrument maturity date												Aug. 23, 2023
Debt instrument face amount												$ 333,333
Conversion price												$ 11.50					$ 0.02	$ 0.10			$ 0.02
Interest expense																	$ 45,244				$ 92,184
Outstanding principal balance																	$ 13,400	$ 10,000
Number of shares issued																	820,000	110,000
Share price per share																		$ 0.075
Losses on extinguishment of debt																	$ 34,255	$ 2,750
Carrying value of Note																	195,725				195,725
Unaccreted debt discount																	114,208				114,208
Number of share issued												3,125
Warrant term												3 years
Warrants to purchase common stock												156,250
Warrant exercise price												$ 10.73
Original issue discount												$ 33,333
Proceeds from issuance of debt												300,000
Proceeds from issuance of debt and warrant												$ 300,000
Debt instrument fee amount																	$ 3,000	$ 1,000			$ 3,000
August 2021 Jefferson Street Capital 12% Convertible Promissory Note [Member] | Maximum [Member]
Short-Term Debt [Line Items]
Conversion price																									0.10	1			11.50
Share price per share																	$ 0.162				$ 0.162
August 2021 Jefferson Street Capital 12% Convertible Promissory Note [Member] | Minimum [Member]
Short-Term Debt [Line Items]
Conversion price																									0.02	0.10			1
Share price per share																	$ 0.036				$ 0.036
Jefferson Note [Member] | Jefferson Street Capital LLC [Member] | Securities Purchase Agreement [Member]
Short-Term Debt [Line Items]
Interest rate												12%
August 2021 Lucas Ventures Capital 12% Convertible Note [Member]
Short-Term Debt [Line Items]
Interest rate											12%									12%
Debt instrument maturity date					Dec. 31, 2023						Aug. 31, 2023
Debt instrument face amount											$ 200,000									$ 200,000
Conversion price											$ 11.50									$ 11.50
Interest expense																	$ 24,932				$ 50,137
Unaccreted debt discount																	75,069				75,069
Number of share issued											3,749
Warrant term											3 years									3 years
Warrants to purchase common stock											187,400									187,400
Warrant exercise price											$ 10.22									$ 10.22
Original issue discount											$ 20,000									$ 20,000
Proceeds from issuance of debt											180,000
Proceeds from issuance of debt and warrant											$ 180,000
Debt instrument carrying value																	124,931				124,931
August 2021 Lucas Ventures Capital 12% Convertible Note [Member] | Maximum [Member]
Short-Term Debt [Line Items]
Conversion price																														$ 11.50
August 2021 Lucas Ventures Capital 12% Convertible Note [Member] | Minimum [Member]
Short-Term Debt [Line Items]
Conversion price																														1
August 2021 LGH Investments, LLC 12% Convertible Promissory Note [Member]
Short-Term Debt [Line Items]
Interest rate											12%									12%
Debt instrument maturity date											Aug. 31, 2023
Debt instrument face amount											$ 200,000									$ 200,000
Conversion price											$ 11.50									$ 11.50
Interest expense																	3,303				6,643
Carrying value of Note																	190,053				190,053
Unaccreted debt discount																	$ 9,947				$ 9,947
Original issue discount											$ 20,000									$ 20,000
Proceeds from issuance of debt											180,000
Debt instrument fee amount											6,500									6,500
Debt discount											$ 26,500									$ 26,500
August 2021 LGH Investments, LLC 12% Convertible Promissory Note [Member] | Maximum [Member]
Short-Term Debt [Line Items]
Conversion price																														11.50
August 2021 LGH Investments, LLC 12% Convertible Promissory Note [Member] | Minimum [Member]
Short-Term Debt [Line Items]
Conversion price																														$ 1
September 2021 Ionic Ventures, LLC 12% Convertible Promissory Note [Member]
Short-Term Debt [Line Items]
Interest rate										12%
Debt instrument maturity date										Sep. 28, 2023
Debt instrument face amount										$ 1,555,556
Conversion price										$ 11.50	$ 0.10						$ 0.02	$ 0.10		$ 0.10	$ 0.02		$ 1
Interest expense																	$ 107,932				$ 410,437
Outstanding principal balance																	$ 80,600	$ 6,776		$ 15,000			$ 87,800
Number of shares issued																	4,030,000	67,755		150,000			87,800
Share price per share											$ 0.075							$ 0.13		$ 0.075			$ 2.61
Losses on extinguishment of debt																	$ 141,762	$ 2,033		$ 4,500			$ 141,358
Carrying value of Note																	798,654				798,654
Unaccreted debt discount																	$ 566,727				$ 566,727
Number of share issued										14,584
Warrant term										3 years
Warrants to purchase common stock										729,167
Warrant exercise price										$ 10.73
Original issue discount										$ 155,556
Proceeds from issuance of debt										1,400,000
Proceeds from issuance of debt and warrant										$ 1,400,000
September 2021 Ionic Ventures, LLC 12% Convertible Promissory Note [Member] | Maximum [Member]
Short-Term Debt [Line Items]
Conversion price																									0.02	0.10			11.50
Share price per share																	$ 0.162				$ 0.162
September 2021 Ionic Ventures, LLC 12% Convertible Promissory Note [Member] | Minimum [Member]
Short-Term Debt [Line Items]
Conversion price																									0.10	1			$ 1
Share price per share																	$ 0.022				$ 0.022
March 2022 FirstFire Global 12% Convertible Promissory Note [Member]
Short-Term Debt [Line Items]
Interest rate							12%
Debt instrument maturity date							Sep. 21, 2022
Debt instrument face amount							$ 110,000
Conversion price							$ 1																		0.10
Interest expense																	$ 2,532				$ 2,532
Accretion expense																	12,554				67,554
Carrying value of Note																	110,000				110,000
Number of share issued							935
Warrant term							3 years
Warrants to purchase common stock							50,000
Warrant exercise price							$ 1
Original issue discount							$ 10,000
Proceeds from issuance of debt							100,000
Proceeds from issuance of debt and warrant							$ 100,000
March 2022 FirstFire Global 12% Convertible Promissory Note [Member] | Maximum [Member]
Short-Term Debt [Line Items]
Conversion price																										1
March 2022 FirstFire Global 12% Convertible Promissory Note [Member] | Minimum [Member]
Short-Term Debt [Line Items]
Conversion price																									0.02	0.10
March 2022 GS Capital Securities 12% Convertible Promissory Note [Member]
Short-Term Debt [Line Items]
Interest rate							12%
Debt instrument maturity date							Sep. 21, 2022
Debt instrument face amount							$ 82,500
Conversion price							$ 1
Interest expense																	1,899				1,899
Accretion expense																	9,416				50,666
Carrying value of Note																	82,500				82,500
Number of share issued							703
Warrant term							3 years
Warrants to purchase common stock							37,500
Warrant exercise price							$ 1
Original issue discount							$ 7,500
Proceeds from issuance of debt							75,000
Proceeds from issuance of debt and warrant							$ 75,000
March 2022 GS Capital Securities 12% Convertible Promissory Note [Member] | Maximum [Member]
Short-Term Debt [Line Items]
Conversion price																									0.10	1
March 2022 GS Capital Securities 12% Convertible Promissory Note [Member] | Minimum [Member]
Short-Term Debt [Line Items]
Conversion price																									0.02	0.10
March 2022 Ionic Ventures 12% Convertible Promissory Note [Member]
Short-Term Debt [Line Items]
Interest rate							12%
Debt instrument maturity date							Sep. 21, 2022
Debt instrument face amount							$ 110,000
Conversion price							$ 1
Interest expense																	2,532				2,532
Accretion expense																	12,554				67,554
Carrying value of Note																	110,000				110,000
Number of share issued							935
Warrant term							3 years
Warrants to purchase common stock							50,000
Warrant exercise price							$ 1
Original issue discount							$ 10,000
Proceeds from issuance of debt							100,000
March 2022 Ionic Ventures 12% Convertible Promissory Note [Member] | Maximum [Member]
Short-Term Debt [Line Items]
Conversion price																									0.10	1
March 2022 Ionic Ventures 12% Convertible Promissory Note [Member] | Minimum [Member]
Short-Term Debt [Line Items]
Conversion price																									0.02	0.10
Ionic Note [Member] | Ionic Ventures LLC [Member] | March 2022 Convertible Note [Member]
Short-Term Debt [Line Items]
Proceeds from issuance of debt and warrant							$ 100,000
April 2022 Jefferson Street Capital LLC 12% Convertible Promissory Note [Member]
Short-Term Debt [Line Items]
Interest rate						12%
Debt instrument maturity date						Oct. 01, 2022
Debt instrument face amount						$ 82,500
Conversion price						$ 1
Interest expense																	1,627				1,627
Accretion expense																	9,416				50,666
Carrying value of Note																	82,500				82,500
Number of share issued						703
Warrant term						3 years
Warrant exercise price						$ 1
Original issue discount						$ 7,500
Proceeds from issuance of debt						75,000
Proceeds from issuance of debt and warrant						$ 75,000
Number of warrant purchase						37,500
April 2022 Jefferson Street Capital LLC 12% Convertible Promissory Note [Member] | Maximum [Member]
Short-Term Debt [Line Items]
Conversion price																										0.10		$ 0.02
April 2022 Jefferson Street Capital LLC 12% Convertible Promissory Note [Member] | Minimum [Member]
Short-Term Debt [Line Items]
Conversion price																										$ 1		$ 0.10
July 2022 FirstFire Global 12% Convertible Promissory Note [Member]
Short-Term Debt [Line Items]
Interest rate				12%
Debt instrument maturity date				Sep. 14, 2022
Debt instrument face amount				$ 27,500
Conversion price				$ 0.10
Interest expense																	2,155				7,707
Accretion expense																	1,459				6,461
Carrying value of Note																	27,500				27,500
Number of share issued				935
Warrant term				3 years
Warrant exercise price				$ 1
Original issue discount				$ 2,500
Proceeds from issuance of debt				25,000
Proceeds from issuance of debt and warrant				$ 25,000
Number of warrant purchase				50,000
Accrued interest payable																	696				1,246
July 2022 FirstFire Global 12% Convertible Promissory Note [Member] | Maximum [Member]
Short-Term Debt [Line Items]
Conversion price																									0.02
July 2022 FirstFire Global 12% Convertible Promissory Note [Member] | Minimum [Member]
Short-Term Debt [Line Items]
Conversion price																									0.10
July 2022 GS Capital Securities 12% Convertible Promissory Note [Member]
Short-Term Debt [Line Items]
Interest rate				12%
Debt instrument maturity date				Sep. 14, 2022
Debt instrument face amount				$ 27,500
Conversion price				$ 0.10
Interest expense																	2,155				7,707
Accretion expense																	1,459				6,461
Carrying value of Note																	27,500				27,500
Number of share issued				935
Warrant term				3 years
Warrant exercise price				$ 1
Original issue discount				$ 2,500
Proceeds from issuance of debt				25,000
Proceeds from issuance of debt and warrant				$ 25,000
Number of warrant purchase				50,000
Accrued interest payable																	696				1,246
July 2022 GS Capital Securities 12% Convertible Promissory Note [Member] | Maximum [Member]
Short-Term Debt [Line Items]
Conversion price																									0.02
July 2022 GS Capital Securities 12% Convertible Promissory Note [Member] | Minimum [Member]
Short-Term Debt [Line Items]
Conversion price																									0.10
July 2022 Ionic Ventures, LLC 12% Convertible Promissory Note [Member]
Short-Term Debt [Line Items]
Interest rate				12%
Debt instrument maturity date				Sep. 14, 2022
Debt instrument face amount				$ 27,500
Conversion price				$ 0.10
Interest expense																	2,155				7,707
Accretion expense																	1,459				6,461
Carrying value of Note																	27,500				27,500
Number of share issued				935
Warrant term				3 years
Warrant exercise price				$ 1
Original issue discount				$ 2,500
Proceeds from issuance of debt				25,000
Proceeds from issuance of debt and warrant				$ 25,000
Number of warrant purchase				50,000
Accrued interest payable																	696				1,246
July 2022 Ionic Ventures, LLC 12% Convertible Promissory Note [Member] | Maximum [Member]
Short-Term Debt [Line Items]
Conversion price																									0.02
July 2022 Ionic Ventures, LLC 12% Convertible Promissory Note [Member] | Minimum [Member]
Short-Term Debt [Line Items]
Conversion price																									0.10
July 2022 Jefferson Street Capital LLC 12% Convertible Promissory Note [Member]
Short-Term Debt [Line Items]
Interest rate				12%
Debt instrument maturity date				Sep. 14, 2022
Conversion price				$ 0.10
Interest expense																	2,155				7,707
Accretion expense																	1,459				6,461
Carrying value of Note																	27,500				27,500
Number of share issued				935
Warrant term				3 years
Warrant exercise price				$ 1
Original issue discount				$ 2,500
Proceeds from issuance of debt				25,000
Proceeds from issuance of debt and warrant				$ 25,000
Number of warrant purchase				50,000
Accrued interest payable																	696				1,246
July 2022 Jefferson Street Capital LLC 12% Convertible Promissory Note [Member] | Maximum [Member]
Short-Term Debt [Line Items]
Conversion price																									0.02
July 2022 Jefferson Street Capital LLC 12% Convertible Promissory Note [Member] | Minimum [Member]
Short-Term Debt [Line Items]
Conversion price																									$ 0.10
September 2022 FirstFire Global 12% Convertible Promissory Note [Member]
Short-Term Debt [Line Items]
Interest rate			12%
Debt instrument maturity date			Jan. 08, 2023
Debt instrument face amount			$ 66,000
Conversion price			$ 0.02
Interest expense																	47,542				47,542
Debt instrument unamortized discount			$ 66,000
Accretion expense																	44,902				44,902
Carrying value of Note																	44,902				44,902
Unaccreted debt discount																	21,098				21,098
Warrants to purchase common stock			120,000
Warrant exercise price			$ 1
Original issue discount			$ 6,000
Proceeds from issuance of debt			60,000
Proceeds from issuance of debt and warrant			60,000
Accrued interest payable																	2,640				2,640
Beneficial conversion feature			57,756
Fair value of warrants			$ 2,244
September 2022 Jefferson Street Capital LLC 12% Convertible Promissory Note [Member]
Short-Term Debt [Line Items]
Interest rate			12%
Debt instrument maturity date			Jan. 08, 2023
Debt instrument face amount			$ 27,500
Conversion price			$ 0.02
Interest expense																	19,809				19,809
Debt instrument unamortized discount			$ 27,500
Accretion expense																	18,709				18,709
Carrying value of Note																	18,709				18,709
Unaccreted debt discount																	8,709				8,709
Warrant term			3 years
Warrants to purchase common stock			45,454
Warrant exercise price			$ 1
Original issue discount			$ 2,500
Proceeds from issuance of debt			25,000
Proceeds from issuance of debt and warrant			25,000
Accrued interest payable																	1,100				1,100
Beneficial conversion feature			24,147
Fair value of warrants			$ 853
September 2022 Ionic Ventures, LLC 12% Convertible Promissory Note [Member]
Short-Term Debt [Line Items]
Interest rate			12%
Debt instrument maturity date			Jan. 08, 2023
Debt instrument face amount			$ 66,000
Conversion price			$ 0.02
Interest expense																	47,542				47,542
Debt instrument unamortized discount			$ 66,000
Accretion expense																	44,902				44,902
Carrying value of Note																	44,902				44,902
Unaccreted debt discount																	21,098				21,098
Warrant term			3 years
Warrant exercise price			$ 1
Original issue discount			$ 6,000
Proceeds from issuance of debt			60,000
Proceeds from issuance of debt and warrant			$ 60,000
Number of warrant purchase			120,000
Accrued interest payable																	2,640				2,640
Beneficial conversion feature			$ 57,756
Fair value of warrants			$ 2,244
September 2022 GS Capital Securities 12% Convertible Promissory Note [Member]
Short-Term Debt [Line Items]
Interest rate		12%
Debt instrument maturity date		Jan. 08, 2023
Debt instrument face amount		$ 11,000
Conversion price		$ 0.02
Interest expense																	7,473				7,473
Debt instrument unamortized discount		$ 11,000
Accretion expense																	7,033				7,033
Unaccreted debt discount																	3,967				3,967
Warrant term		3 years
Warrant exercise price		$ 1
Original issue discount		$ 1,000
Proceeds from issuance of debt		25,000
Proceeds from issuance of debt and warrant		$ 10,000
Debt instrument carrying value																	7,033				7,033
Number of warrant purchase		18,000
Accrued interest payable																	440				440
Beneficial conversion feature		$ 9,604
Fair value of warrants		$ 396
Secured Promissory Note One [Member]
Short-Term Debt [Line Items]
Interest rate									10%
Debt instrument face amount									$ 262,500
Interest expense																	7,969				15,976
Debt instrument unamortized discount									$ 12,500
Accretion expense																	4,851				9,702
Carrying value of Note																	47,119				47,119
Unaccreted debt discount																	77,613				77,613
Warrants to purchase common stock									30,000
Warrant exercise price									$ 10.73
Accrued interest payable																	3,118				5,197
Proceeds from notes payable									$ 250,000
Debt instrument periodic payment principal																					4,500
Cash interest payment																					1,077
Secured Promissory Note Two [Member]
Short-Term Debt [Line Items]
Interest rate	10%
Debt instrument face amount	$ 157,500
Interest expense																	4,789				9,597
Debt instrument unamortized discount	$ 7,500
Accretion expense																	2,911				5,821
Carrying value of Note																	28,550				28,550
Unaccreted debt discount																	46,568				46,568
Warrants to purchase common stock																															18,000
Warrant exercise price	$ 10.73
Accrued interest payable																	1,878				3,130
Proceeds from notes payable	$ 150,000
Cash interest payment																					646
Kaplan Promissory Note [Member] | Jed Kaplan [Member]
Short-Term Debt [Line Items]
Interest rate								5%
Debt instrument maturity date								Jun. 10, 2022
Debt instrument face amount								$ 247,818
Interest expense																	0				339
Accrued interest																											$ 6,178
Paycheck Protection Program [Member]
Short-Term Debt [Line Items]
Carrying value of Note																	$ 41,735				$ 41,735
Proceeds from loans																								$ 82,235
Forgiveness of loan																								$ 40,500

SCHEDULE OF ISSUED AND OUTSTAND

SCHEDULE OF ISSUED AND OUTSTANDING WARRANTS TO PURCHASE SHARES (Details)	6 Months Ended
	Nov. 30, 2022 $ / shares shares
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of warrants outstanding	3,900,477
Warrant One [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Issuance date	Nov. 20, 2018
Number of warrants outstanding	682,688
Vesting date	Nov. 20, 2018
Termination date	Nov. 20, 2023
Exercise price | $ / shares	$ 92
Warrant Two [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Issuance date	May 31, 2019
Number of warrants outstanding	120,313
Vesting date	May 31, 2019
Termination date	May 31, 2024
Exercise price | $ / shares	$ 32
Warrant Three [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Issuance date	Jun. 01, 2020
Number of warrants outstanding	3,125
Vesting date	Jun. 01, 2020
Termination date	Jun. 01, 2025
Exercise price | $ / shares	$ 32
Warrant Four [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Issuance date	Jun. 10, 2021
Number of warrants outstanding	750,000
Vesting date	Jun. 10, 2021
Termination date	Jun. 10, 2024
Exercise price | $ / shares	$ 0.02
Warrant Five [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Issuance date	Jun. 18, 2021
Number of warrants outstanding	100,000
Vesting date	Jun. 18, 2021
Termination date	Jun. 10, 2024
Exercise price | $ / shares	$ 20
Warrant Six [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Issuance date	Aug. 04, 2021
Number of warrants outstanding	365,000
Vesting date	Aug. 04, 2021
Termination date	Oct. 12, 2024
Exercise price | $ / shares	$ 13
Warrant Seven [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Issuance date	Aug. 23, 2021
Number of warrants outstanding	156,250
Vesting date	Aug. 23, 2021
Termination date	Aug. 23, 2024
Exercise price | $ / shares	$ 0.02
Warrant Eight [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Issuance date	Aug. 31, 2021
Number of warrants outstanding	187,480
Vesting date	Aug. 31, 2021
Termination date	Aug. 31, 2024
Exercise price | $ / shares	$ 0.02
Warrant Nine [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Issuance date	Sep. 17, 2021
Number of warrants outstanding	40,000
Vesting date	Sep. 17, 2021
Termination date	Sep. 17, 2024
Exercise price | $ / shares	$ 0.02
Warrant Ten [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Issuance date	Sep. 28, 2021
Number of warrants outstanding	729,167
Vesting date	Sep. 28, 2021
Termination date	Sep. 28, 2024
Exercise price | $ / shares	$ 0.02
Warrant Eleven [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Issuance date	Oct. 01, 2021
Number of warrants outstanding	40,000
Vesting date	Oct. 01, 2021
Termination date	Oct. 01, 2024
Exercise price | $ / shares	$ 0.02
Warrant Twelve [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Issuance date	Nov. 18, 2021
Number of warrants outstanding	48,000
Vesting date	Nov. 18, 2021
Termination date	Nov. 18, 2024
Exercise price | $ / shares	$ 0.02
Warrant Thirteen [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Issuance date	Mar. 21, 2022
Number of warrants outstanding	137,500
Vesting date	Mar. 21, 2022
Termination date	Mar. 21, 2025
Exercise price | $ / shares	$ 0.02
Warrant Fourteen [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Issuance date	Apr. 01, 2022
Number of warrants outstanding	37,500
Vesting date	Apr. 01, 2022
Termination date	Apr. 01, 2025
Exercise price | $ / shares	$ 0.02
Warrant Fifteen [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Issuance date	Jul. 14, 2022
Number of warrants outstanding	200,000
Vesting date	Jul. 14, 2022
Termination date	Jul. 14, 2025
Exercise price | $ / shares	$ 0.02
Warrant Sixteen [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Issuance date	Sep. 08, 2022
Number of warrants outstanding	285,454
Vesting date	Sep. 08, 2022
Termination date	Sep. 08, 2025
Exercise price | $ / shares	$ 1
Warrant Seventeen [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Issuance date	Sep. 13, 2022
Number of warrants outstanding	18,000
Vesting date	Sep. 08, 2022
Termination date	Sep. 13, 2025
Exercise price | $ / shares	$ 1

SCHEDULE OF OPTION ACTIVITY (De

SCHEDULE OF OPTION ACTIVITY (Details) - $ / shares		6 Months Ended	12 Months Ended
	Nov. 22, 2021	Nov. 30, 2022	May 31, 2022
Equity [Abstract]
Number of Shares, Outstanding, Beginning balance		462,500
Weighted Average Exercise Price, Outstanding, Beginning balance		$ 2.77
Weighted average remaining contractual life, Ending balance		2 years 5 months 4 days	2 years 11 months 4 days
Number of shares exercised
Weighted Average Exercise Price, Exercised
Number of shares granted	275,000
Weighted Average Exercise Price, Granted
Number of shares expired
Weighted Average Exercise Price, Expired
Number of shares forfeited		(72,500)
Weighted Average Exercise Price, Forfeited		$ 2.77
Weighted average Remaining contractual life, Forfeited		2 years 8 months 4 days
Number of Shares, Outstanding, Ending balance		390,000	462,500
Weighted Average Exercise Price, Outstanding, Ending balance		$ 2.77	$ 2.77
Number of shares exercisable		390,000
Weighted average exercisable price		$ 2.77
Weighted average Remaining contractual life exercisable		2 years 5 months 4 days

STOCKHOLDERS_ EQUITY (Details N

STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)																											1 Months Ended	3 Months Ended				6 Months Ended
	Nov. 17, 2022	Nov. 11, 2022	Nov. 10, 2022	Nov. 07, 2022	Oct. 24, 2022	Oct. 11, 2022	Oct. 09, 2022	Oct. 07, 2022	Oct. 06, 2022	Oct. 05, 2022	Oct. 03, 2022	Sep. 30, 2022	Sep. 29, 2022	Sep. 27, 2022	Sep. 10, 2022	Sep. 02, 2022	Aug. 30, 2022	Aug. 29, 2022	Aug. 23, 2022	Aug. 04, 2022	Jul. 28, 2022	Jul. 27, 2022	Jul. 18, 2022	Jun. 01, 2022	Nov. 22, 2021	Jun. 24, 2021	Jun. 30, 2022	Nov. 30, 2022	Aug. 31, 2022	Nov. 30, 2021	Aug. 31, 2021	Nov. 30, 2022	Jun. 30, 2022	Nov. 30, 2021	Oct. 20, 2023	Jan. 20, 2023	Jan. 19, 2023	Sep. 01, 2022	May 31, 2022
Class of Stock [Line Items]
Preferred stock, authorized																												1,000,000				1,000,000							1,000,000
Preferred stock, par value																												$ 0.0001				$ 0.0001							$ 0.0001
Preferred stock, issued																												1				1							0
Preferred stock, outstanding																												1				1							0
Purchase price
Share based compensation																																$ 165,179		$ 1,218,814
Common stock, authorized																												250,000,000				250,000,000							250,000,000
Common stock, par value																												$ 0.0001				$ 0.0001							$ 0.0001
Common stock, shares issued																												9,576,161				9,576,161							1,830,818
Common stock, shares outstanding																												9,576,161				9,576,161							1,830,818
Common stock issued, purchase price																															$ 850,775
Loss on extinguishment of debt																												$ (223,924)		$ 29,168		$ (275,498)		(1,730,801)
Stock option issued during period shares																									275,000
Unrecognized compensation expense																												0		183,361		$ 0		183,361
Equity Option [Member]
Class of Stock [Line Items]
Share based compensation																												$ 75,582		$ 366,721		$ 165,179		$ 366,721
Officers and Directors [Member]
Class of Stock [Line Items]
Share issued price per share																										$ 2.81
Proceeds from issuance of common stock																										$ 316
Common stock issued																										1,667
Third Party Vendor [Member]
Class of Stock [Line Items]
Common stock issued																								100,000			100,000
Share issued price per share			$ 0.043										$ 0.162							$ 0.12				$ 1.22			$ 0.47						$ 0.47
Common stock issued, purchase price			$ 6,800										$ 25,000				$ 5,000			$ 5,000				$ 100,000									$ 50,000
Proceeds from issuance of common stock																								$ 22,000									$ 3,000
Common stock issued			340,000										160,000				112,000			100,000
Loss on extinguishment of debt			$ 7,650										$ 872				$ 1,720			$ 7,000
Accredited Investor [Member]
Class of Stock [Line Items]
Share issued price per share																	$ 0.06
FirstFire Global Oppurtunities Fund, LLC [Member]
Class of Stock [Line Items]
Stock issued during the period value convertible securities			358,000						248,000		200,000		150,000									95,000
Share issued price per share			$ 0.043						$ 0.037		$ 0.092		$ 0.162									$ 0.13
Loss on extinguishment of debt			$ 8,055						$ 4,156		$ 14,440		$ 21,255									$ 2,850
Conversion of principal amount			$ 7,160						$ 4,960		$ 4,000		$ 3,000									$ 9,500
GS Capital Partners, LLC [Member]
Class of Stock [Line Items]
Stock issued during the period value convertible securities																							599,350
Share issued price per share																							$ 0.19
Loss on extinguishment of debt																							$ 53,942
Conversion of principal amount																							53,000
Interest payable																							$ 6,935
Jefferson Street Capital LLC [Member]
Class of Stock [Line Items]
Stock issued during the period value convertible securities						380,000	290,000						150,000						110,000
Share issued price per share						$ 0.042	$ 0.036						$ 0.162						$ 0.075
Loss on extinguishment of debt						$ 8,360	$ 4,640						$ 21,255						$ 2,750
Conversion of principal amount						6,600	4,800						2,000						10,000
Conversion of principal amount						$ 1,000	$ 1,000						$ 1,000						$ 1,000
Ionic Ventures LLC [Member]
Class of Stock [Line Items]
Stock issued during the period value convertible securities	455,000	385,000	380,000	360,000	340,000			265,000	265,000	265,000	440,000	400,000	160,000	160,000	155,000	150,000					67,755
Share issued price per share	$ 0.028	$ 0.038	$ 0.043	$ 0.022	$ 0.027			$ 0.036	$ 0.037	$ 0.044	$ 0.092	$ 0.13	$ 0.162	$ 0.03	$ 0.05	$ 0.07					$ 0.13
Loss on extinguishment of debt	$ 3,640	$ 6,911	$ 8,550	$ 720	$ 2,210			$ 4,240	$ 4,441	$ 6,360	$ 31,768	$ 44,000	$ 22,672	$ 1,600	$ 4,650	$ 4,500					$ 2,033
Conversion of principal amount	$ 9,100	$ 7,700	$ 7,600	$ 7,200	$ 6,800			$ 5,300	$ 5,300	$ 5,300	$ 8,800	$ 8,000	$ 3,200	$ 3,200	$ 3,100	$ 15,000					$ 6,776
Subsequent Event [Member]
Class of Stock [Line Items]
Preferred stock, authorized																																				1,000,000
Preferred stock, par value																																				$ 0.0001
Common stock, authorized																																			250,000,000	250,000,000	36,000,000
Minimum [Member]
Class of Stock [Line Items]
Common stock, authorized																																						36,000,000
Maximum [Member]
Class of Stock [Line Items]
Common stock, authorized																																				250,000,000		250,000,000
Common Stock [Member]
Class of Stock [Line Items]
Stock issued during the period value convertible securities																												5,956,000	872,105
Common stock issued																														20,438	21,346
Common stock issued, purchase price
Common Stock [Member] | Officers and Directors [Member]
Class of Stock [Line Items]
Share issued price per share																										$ 1.35
Proceeds from issuance of common stock																										$ 179
Common stock issued																										3,571
Warrant [Member]
Class of Stock [Line Items]
Share issued price per share																														$ 20				$ 20
Common stock issued, purchase price																																		$ 100,000
Common stock issued																														0				100,000
Number of warrants to acquire																												303,454		857,167		503,454		2,315,897
Exercise price																												$ 1				$ 1
Expected dividend yield																																0%
Expected term																																3 years
Warrant [Member] | Minimum [Member]
Class of Stock [Line Items]
Expected volatility																																134%
Risk free interest rate																																3.16%
Warrant [Member] | Maximum [Member]
Class of Stock [Line Items]
Expected volatility																																147%
Risk free interest rate																																3.75%
Series X Preferred Stock [Member]
Class of Stock [Line Items]
Redemption price per share																			$ 1
Purchase price																		$ 1,000
Series X Preferred Stock [Member] | Common Stock [Member]
Class of Stock [Line Items]
Stock issued during the period value convertible securities																		500,000,000
Estimated fair market value																		$ 183,498
Share based compensation																		182,498
Stock repurchased during period value																		$ 1,000

SCHEDULE OF DERIVATIVE LIABILIT

SCHEDULE OF DERIVATIVE LIABILITY BALANCES (Details) - USD ($)	3 Months Ended		6 Months Ended
	Nov. 30, 2022	Nov. 30, 2021	Nov. 30, 2022	Nov. 30, 2021
Derivative Liability
Derivative liability beginning balances
Initial derivative liability recorded in additional paid in capital			10,485,603
Derivative liability recorded as debt discount			294,226
Gain on change in value of derivative liability	$ (7,389,820)		(7,389,820)
Derivative liability ending balances	$ 3,390,009		$ 3,390,009

DERIVATIVE LIABILITY (Details N

DERIVATIVE LIABILITY (Details Narrative)	3 Months Ended		6 Months Ended
	Nov. 30, 2022 USD ($) shares	Nov. 30, 2021 USD ($)	Nov. 30, 2022 USD ($) $ / shares	Nov. 30, 2021 USD ($)	May 31, 2022 USD ($)
Debt conversion price decrease | $ / shares			$ 0.02
Number of shares recorded derivative liability | shares	500,000
Aggregate derivative liability	$ 10,832,403		$ 10,832,403
Increase (Decrease) in Derivative Liabilities	52,574		52,574
Derivative liability as additional paid in capital			10,485,603
Debt Instrument, Unamortized Discount, Current	294,227		294,227
Derivative, Gain (Loss) on Derivative, Net	7,389,820		7,389,820
Derivative Liability, Current	$ 3,390,009		3,390,009
Interest expense			$ 127,407
Minimum [Member]
Expected terms			7 months 28 days
Maximum [Member]
Expected terms			2 years 10 months 17 days
Measurement Input, Expected Dividend Rate [Member]
Derivative liability, measurement input	0		0
Measurement Input, Price Volatility [Member] | Minimum [Member]
Derivative liability, measurement input	130.3		130.3
Measurement Input, Price Volatility [Member] | Maximum [Member]
Derivative liability, measurement input	305.4		305.4
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member]
Derivative liability, measurement input	3.2		3.2
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member]
Derivative liability, measurement input	4.1		4.1
Common Stock [Member]
Number of shares recorded derivative liability | shares	226,172,445

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($)			3 Months Ended
	Jan. 30, 2023	Sep. 28, 2022	Mar. 09, 2023	Aug. 31, 2022	Oct. 20, 2023	Jan. 20, 2023	Jan. 19, 2023	Nov. 30, 2022	Sep. 01, 2022	May 31, 2022
Subsequent Event [Line Items]
Common stock authorized								250,000,000		250,000,000
Preferred stock authorized								1,000,000		1,000,000
Preferred stock, par value								$ 0.0001		$ 0.0001
Number of shares issued				$ 183,498
Maximum [Member]
Subsequent Event [Line Items]
Common stock authorized						250,000,000			250,000,000
Exchange Agreement [Member]
Subsequent Event [Line Items]
Common stock authorized		250,000,000
Percentage of issued and outstanding		12.50%
Revenues		$ 60,000
Number of shares issued		$ 4,000,000
Exercise price		$ 1
Membership [Member] | Diverted River Exchange Agreement [Member]
Subsequent Event [Line Items]
Percentage of issued and outstanding		80%
Diverted River Exchange Agreement [Member] | Membership [Member]
Subsequent Event [Line Items]
Debt beneficial ownership percentage		100%
Subsequent Event [Member]
Subsequent Event [Line Items]
Debt conversion convertible			$ 242,204
Debt conversion convertible shares			12,110,208
Common stock authorized					250,000,000	250,000,000	36,000,000
Preferred stock authorized						1,000,000
Preferred stock, par value						$ 0.0001
Subsequent Event [Member] | 2023 Ionic Securities Purchase Agreement [Member]
Subsequent Event [Line Items]
Debt instrument interest rate	12%
Debt maturity date	May 30, 2023
Debt principal amount	$ 35,200
Payment for debt	35,200
Debt original issue discount	3,200
Debt purchase price	$ 32,000
Debt conversion price	$ 0.0175
Guaranteed interest	$ 1,056
Debt instrument event of default description	Upon the occurrence of any Event of Default (as defined in the 2023 Ionic Note), which has not been cured within the time prescribed in the 2023 Ionic Note, it shall become immediately due and payable and the Company shall pay to Ionic, in full satisfaction of its obligations hereunder, an amount equal to the principal amount then outstanding plus accrued interest multiplied by 125%
Subsequent Event [Member] | 2023 Ionic Securities Purchase Agreement [Member] | Maximum [Member]
Subsequent Event [Line Items]
Debt beneficial ownership limitations rate	9.99%
Subsequent Event [Member] | 2023 FirstFire Securities Purchase Agreement [Member]
Subsequent Event [Line Items]
Debt instrument interest rate	12%
Debt maturity date	May 30, 2023
Debt principal amount	$ 35,200
Payment for debt	35,200
Debt original issue discount	3,200
Debt purchase price	$ 32,000
Debt conversion price	$ 0.0175
Guaranteed interest	$ 1,056
Debt instrument event of default description	Upon the occurrence of any Event of Default (as defined in the 2023 FirstFire Note), which has not been cured within the time prescribed in the 2023 FirstFire Note, it shall become immediately due and payable and the Company shall pay to FirstFire, in full satisfaction of its obligations hereunder, an amount equal to the principal amount then outstanding plus accrued interest multiplied by 125%.
Subsequent Event [Member] | 2023 FirstFire Securities Purchase Agreement [Member] | Maximum [Member]
Subsequent Event [Line Items]
Debt beneficial ownership limitations rate	9.99%
Subsequent Event [Member] | 2023 Ionic Securities Purchase Agreement [Member]
Subsequent Event [Line Items]
Debt beneficial ownership limitations rate	4.99%
Subsequent Event [Member] | 2023 FirstFire Securities Purchase Agreement [Member]
Subsequent Event [Line Items]
Debt beneficial ownership percentage	4.99%