Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
May 31, 2021 | Aug. 20, 2021 | Nov. 30, 2020 | |
Document Information Line Items | |||
Entity Registrant Name | CLS HOLDINGS USA, INC. | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --05-31 | ||
Entity Common Stock, Shares Outstanding | 128,158,082 | ||
Entity Public Float | $ 11,866,330 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001522222 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | May 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 000-55546 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Tax Identification Number | 45-1352286 | ||
Entity Address, Address Line One | 11767 South Dixie Highway, Suite 115 | ||
Entity Address, City or Town | Miami | ||
Entity Address, State or Province | FL | ||
Entity Address, Postal Zip Code | 33156 | ||
City Area Code | 888 | ||
Local Phone Number | 438-9132 | ||
Title of 12(b) Security | N/A | ||
No Trading Symbol Flag | true | ||
Security Exchange Name | NONE | ||
Entity Interactive Data Current | Yes |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | May 31, 2021 | May 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 1,665,263 | $ 2,925,568 |
Accounts Receivable | 684,935 | 161,409 |
Inventory | 1,228,052 | 575,242 |
Prepaid expenses and other current assets | 262,313 | 234,092 |
Interest receivable - current portion | 0 | 3,322 |
Notes receivable - current portion | 0 | 4,042,175 |
Total current assets | 3,840,563 | 7,941,808 |
Property, plant and equipment, net of accumulated depreciation of $1,434,614 and $868,200 | 3,475,668 | 3,775,509 |
Right of use assets, operating leases | 2,250,009 | 1,403,429 |
Intangible assets, net of accumulated amortization of $358,403 and $242,389 | 1,305,190 | 1,421,204 |
Goodwill | 557,896 | 557,896 |
Other assets | 167,455 | 167,455 |
Total assets | 11,596,781 | 15,267,301 |
Current liabilities | ||
Accounts payable and accrued liabilities | 1,608,625 | 1,172,883 |
Accrued interest | 267,945 | 222,433 |
Lease liability - operating leases, current | 287,125 | 336,900 |
Taxes Payable | 2,490,295 | 0 |
Notes payable, net of discount | 330,495 | 0 |
Contingent liability | 0 | 150,000 |
Total current liabilities | 4,984,485 | 1,882,216 |
Noncurrent liabilities | ||
Lease liability - operating leases, non-current | 1,979,294 | 1,136,151 |
Convertible notes payable - Long Term, net of discount of $0 and $2,238,730 | 19,729,822 | 17,644,482 |
Total Liabilities | 26,693,601 | 20,662,849 |
Commitments and contingencies | 0 | 0 |
Stockholder's equity (deficit) | ||
Preferred stock, $0.001 par value; 20,000,000 shares authorized; no shares issued | 0 | 0 |
Common stock, $0.0001 par value; 750,000,000 shares authorized at May 31, 2021 and 2020; 127,221,416 and 126,521,416 shares issued and outstanding at May 31, 2021 and 2020 | 12,723 | 12,653 |
Additional paid-in capital | 77,561,393 | 71,196,814 |
Common stock subscribed | 65,702 | 241,109 |
Accumulated deficit | (92,736,638) | (76,846,124) |
Total stockholder's equity (deficit) | (15,096,820) | (5,395,548) |
Total liabilities and stockholders' equity (deficit) | $ 11,596,781 | $ 15,267,301 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) | May 31, 2021 | May 31, 2020 |
Statement of Financial Position [Abstract] | ||
Property, plant and equipment, accumulated depreciation (in Dollars) | $ 1,434,614 | $ 868,200 |
Intangible assets, accumulated amortization (in Dollars) | 358,403 | 242,389 |
Convertible notes payable - Long Term, discount (in Dollars) | $ 0 | $ 2,238,730 |
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 750,000,000 | 750,000,000 |
Common stock, shares issued | 127,221,416 | 126,521,416 |
Common stock, outstanding | 127,221,416 | 126,521,416 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
May 31, 2021 | May 31, 2020 | |
Income Statement [Abstract] | ||
Revenue | $ 19,292,087 | $ 11,917,629 |
Cost of goods sold | 9,644,761 | 5,959,286 |
Gross margin | 9,647,326 | 5,958,343 |
Selling, general and administrative expenses | 10,800,944 | 8,776,876 |
Impairment of note receivable | 2,498,706 | 0 |
Impairment of goodwill | 0 | 25,185,003 |
Total operating expenses | 13,299,650 | 33,961,879 |
Operating loss | (3,652,324) | (28,003,536) |
Other (income) expense: | ||
Interest expense, net | 3,657,105 | 2,941,131 |
Loss on extinguishment of debt | 6,105,679 | 0 |
Gain on settlement of liabilities | 0 | (275,000) |
Gain on modification of operating leases | (14,889) | (28,511) |
Loss on disposal of assets | 0 | 16,817 |
Total other expense | 9,747,895 | 2,654,437 |
Income (Loss) before income taxes | (13,400,219) | (30,657,973) |
Provision for income taxes | (2,490,295) | 0 |
Net income (loss) | $ (15,890,514) | $ (30,657,973) |
Net loss per share - basic (in Dollars per share) | $ (0.13) | $ (0.24) |
Net loss per share - diluted (in Dollars per share) | $ (0.13) | $ (0.24) |
Weighted average shares outstanding - basic (in Shares) | 126,664,839 | 126,390,105 |
Weighted average shares outstanding - diluted (in Shares) | 126,664,839 | 126,390,105 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) | Common Stock [Member]Warrant issued to Consultants [Member] | Common Stock [Member]Cashless Exercise Of Warrants [Member] | Common Stock [Member]Issued to Officers [Member] | Common Stock [Member] | Additional Paid-in Capital [Member]Warrant issued to Consultants [Member] | Additional Paid-in Capital [Member]Cashless Exercise Of Warrants [Member] | Additional Paid-in Capital [Member]Issued to Officers [Member] | Additional Paid-in Capital [Member] | Stock Payable [Member]Warrant issued to Consultants [Member] | Stock Payable [Member]Issued to Officers [Member] | Stock Payable [Member]To Be Issued to Officers [Member] | Stock Payable [Member] | Retained Earnings [Member] | Cashless Exercise Of Warrants [Member] | To Be Issued to Officers [Member] | Total |
Balance at May. 31, 2019 | $ 12,585 | $ 70,758,025 | $ 455,095 | $ (46,188,151) | $ 25,037,554 | |||||||||||
Balance (in Shares) at May. 31, 2019 | 125,839,095 | |||||||||||||||
Common stock issued | $ 55 | $ 390,445 | $ (390,500) | $ 154,014 | $ 154,014 | |||||||||||
Common stock issued (in Shares) | 550,000 | |||||||||||||||
Common stock issued to employee | $ 791,668 | |||||||||||||||
Common stock issued to employee (in Shares) | 154,014 | |||||||||||||||
Loss on extinguishment of debt | 0 | |||||||||||||||
Stock issued for services | $ 10 | $ 10 | $ 22,490 | 22,490 | $ (22,500) | 45,000 | 45,000 | |||||||||
Stock issued for services, Shares (in Shares) | 100,000 | |||||||||||||||
Net loss | (30,657,973) | (30,657,973) | ||||||||||||||
Common stock issued for conversion of debt | $ 3 | 25,854 | 25,857 | |||||||||||||
Common stock issued for conversion of debt, Shares (in Shares) | 32,321 | |||||||||||||||
Balance at May. 31, 2020 | $ 12,653 | 71,196,814 | 241,109 | (76,846,124) | (5,395,548) | |||||||||||
Balance (in Shares) at May. 31, 2020 | 126,521,416 | |||||||||||||||
Common stock issued to officer from stock payable | $ 55 | 230,415 | (230,470) | |||||||||||||
Common stock issued to officer from stock payable (in Shares) | 550,000 | |||||||||||||||
Common stock issued | 80,813 | 80,813 | ||||||||||||||
Stock issued for services | (25,750) | (25,750) | ||||||||||||||
Common stock issued to employee | $ 15 | $ 28,485 | $ 28,500 | |||||||||||||
Common stock issued to employee (in Shares) | 150,000 | |||||||||||||||
Loss on extinguishment of debt | 6,105,679 | 6,105,679 | ||||||||||||||
Net loss | (15,890,514) | (15,890,514) | ||||||||||||||
Common stock issued for conversion of debt | 0 | |||||||||||||||
Balance at May. 31, 2021 | $ 12,723 | $ 77,561,393 | $ 65,702 | $ (92,736,638) | $ (15,096,820) | |||||||||||
Balance (in Shares) at May. 31, 2021 | 127,221,416 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
May 31, 2021 | May 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income (loss) | $ (15,890,514) | $ (30,657,973) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Gain on contingent liabilities | 0 | (275,000) |
Loss on extinguishment of debt | 6,105,679 | 0 |
Gain on modification of leases | (14,889) | (28,511) |
Loss on disposal of assets | 0 | 16,817 |
Impairment of goodwill | 0 | 25,185,003 |
Fair value of shares issued to consultants | (25,750) | 0 |
Amortization of debt discounts | 2,203,234 | 1,647,664 |
Fair value of shares vested by officers | 109,313 | 154,014 |
Impairment of note receivable | 2,498,706 | 0 |
Depreciation and amortization expense | 685,292 | 449,192 |
Fair value of shares issued in settlement | 0 | 45,000 |
Bad debt expense | 15,798 | 108,392 |
Changes in assets and liabilities: | ||
Accounts receivable | (539,324) | (106,230) |
Prepaid expenses and other current assets | (28,221) | (122,936) |
Inventory | (652,810) | 171,591 |
Interest receivable | 2,500 | (224,517) |
Right of use asset | 341,035 | 1,300,392 |
Accounts payable and accrued expenses | 435,742 | (74,319) |
Accrued interest | 258,113 | 1,300,715 |
Deferred tax liability | 2,490,295 | 0 |
Contingent liability | (150,000) | (850,000) |
Operating lease liability | (379,358) | (1,202,259) |
Net cash used in operating activities | (2,535,159) | (3,162,965) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Payments to purchase property, plant and equipment | (269,437) | (1,923,338) |
Payments to purchase intangible assets | 0 | (22,030) |
Loan made to borrower under note receivable | 0 | (175,000) |
Proceeds from collection of note receivable | 1,544,291 | 1,682,278 |
Net cash used in investing activities | 1,274,854 | (438,090) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Principal payments on notes payable | 0 | (3,999,168) |
Net cash provided by financing activities | 0 | (3,999,168) |
Net increase in cash and cash equivalents | (1,260,305) | (7,600,223) |
Cash and cash equivalents at beginning of period | 2,925,568 | 10,525,791 |
Cash and cash equivalents at end of period | 1,665,263 | 2,925,568 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Reclassify derivative liability to paid-in capital upon adoption of ASU 2017-11 | 943,817 | 307,612 |
Income taxes paid | 0 | 0 |
NONCASH INVESTING AND FINANCING ACTIVITIES: | ||
Shares issued for services from stock payable | 230,470 | 0 |
Adoption of lease standard ASU 2016-02 | 0 | 2,675,310 |
Capitalized interest on convertible debentures | 212,601 | 1,553,082 |
Common stock issued for conversion of convertible notes payable | 0 | 25,857 |
Capitalized interest on note receivable | 0 | 399,453 |
Reclassification of deposit to fixed assets | 0 | 281,966 |
Initial lease right of use asset and lease liability from lease modification | $ 1,172,726 | $ 0 |
BUSINESS ORGANIZATION AND NATUR
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS | 12 Months Ended |
May 31, 2021 | |
Accounting Policies [Abstract] | |
Nature of Operations [Text Block] | NOTE 1 BUSINESS ORGANIZATION AND NATURE OF OPERATIONS CLS Holdings USA, Inc. (the “Company”) was originally incorporated as Adelt Design, Inc. (“Adelt”) on March 31, 2011 to manufacture and market carpet binding art. Production and marketing of carpet binding art never commenced. On November 12, 2014, CLS Labs, Inc. (“CLS Labs”) acquired 10,000,000 shares, or 55.6%, of the outstanding shares of common stock of Adelt from its founder, Larry Adelt. On that date, Jeffrey Binder, the Chairman, President and Chief Executive Officer of CLS Labs, was appointed Chairman, President and Chief Executive Officer of the Company. On November 20, 2014, Adelt adopted amended and restated articles of incorporation, thereby changing its name to CLS Holdings USA, Inc. Effective December 10, 2014, the Company effected a reverse stock split of its issued and outstanding common stock at a ratio of 1-for-0.625 (the “Reverse Split”), wherein 0.625 shares of the Company’s common stock were issued in exchange for each share of common stock issued and outstanding. As a result, 6,250,000 shares of the Company’s common stock were issued to CLS Labs in exchange for the 10,000,000 shares that it owned by virtue of the above-referenced purchase from Larry Adelt. On April 29, 2015, the Company, CLS Labs and CLS Merger Inc., a Nevada corporation and wholly owned subsidiary of CLS Holdings (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) and completed a merger, whereby CLS Merger Inc. merged with and into CLS Labs, with CLS Labs remaining as the surviving entity (the “Merger”). Upon the consummation of the Merger, the shares of the common stock of CLS Holdings owned by CLS Labs were extinguished and the former stockholders of CLS Labs were issued an aggregate of 15,000,000 (post Reverse Split) shares of common stock in CLS Holdings in exchange for their shares of common stock in CLS Labs. As a result of the Merger, the Company acquired the business of CLS Labs and abandoned its previous business. The Company has been issued a U.S. patent with respect to its proprietary method of extracting cannabinoids from cannabis plants and converting the resulting cannabinoid extracts into concentrates such as oils, waxes, edibles and shatter. These concentrates may be ingested in a number of ways, including through vaporization via electronic cigarettes (“e-cigarettes”), and used for a variety of pharmaceutical and other purposes. Internal testing of this extraction method and conversion process has revealed that it produces a cleaner, higher quality product and a significantly higher yield than the cannabinoid extraction processes currently existing in the marketplace. The Company has not commercialized its patented proprietary process or otherwise earned any revenues from it. The Company plans to generate revenues through licensing, fee-for-service and joint venture arrangements related to its patented proprietary method of extracting cannabinoids from cannabis plants and converting the resulting cannabinoid extracts into saleable concentrates. On December 4, 2017, the Company and Alternative Solutions, entered into a Membership Interest Purchase Agreement (the “Acquisition Agreement”), as amended, for the Company to acquire the Oasis LLCs from Alternative Solutions. Pursuant to the Acquisition Agreement, the Company initially contemplated acquiring all of the membership interests in the Oasis LLCs from Alternative Solutions. Just prior to closing, the parties agreed that the Company would instead acquire all of the membership interests in Alternative Solutions, the parent of the Oasis LLCs, from its members, and the membership interests in the Oasis LLCs owned by members other than Alternative Solutions. Pursuant to the Acquisition Agreement, the Company paid a non-refundable deposit of $250,000 upon signing, which was followed by an additional payment of $1,800,000 paid in February 2018, for an initial 10% of each of the Oasis LLCs. At that time, the Company applied for regulatory approval to own an interest in the Oasis LLCs, which approval was received. On June 27, 2018, the Company made the payments to indirectly acquire the remaining 90% of the Oasis LLCs, which were equal to cash in the amount of $5,995,543, a $4.0 million promissory note due in December 2019 (the “Oasis Note”), and 22,058,823 shares of its common stock (the “Purchase Price Shares”) (collectively, the “Closing Consideration”). The cash payment of $5,995,543 was less than the $6,200,000 payment originally contemplated because the Company assumed an additional $204,457 of liabilities. The Company used the proceeds of a Canadian private securities offering to fund the cash portion of the Closing Consideration. The Company then applied for regulatory approval to own the additional 90% in membership interests in the Oasis LLCs, which it received on December 12, 2018. On October 31, 2018, the Company, CLS Massachusetts, Inc., a Massachusetts corporation and a wholly-owned subsidiary of the Company (“CLS Massachusetts”), and In Good Health, Inc., a Massachusetts corporation (“IGH”), entered into an Option Agreement (the “IGH Option Agreement”). Under the terms of the IGH Option Agreement, CLS Massachusetts had an exclusive option to acquire all of the outstanding capital stock of IGH (the “IGH Option”) during the period beginning on the earlier of the date that is one year after the effective date of the conversion and December 1, 2019 and ending on the date that was 60 days after such date. If CLS Massachusetts exercised the IGH Option, the Company, a wholly-owned subsidiary of the Company and IGH would enter into a merger agreement (the form of which had been agreed to by the parties) (the “IGH Merger Agreement”). At the effective time of the merger contemplated by the IGH Merger Agreement, CLS Massachusetts would pay a purchase price of $47,500,000, subject to reduction as provided in the IGH Merger Agreement, payable as follows: $35 million in cash, $7.5 million in the form of a five-year promissory note, and $5 million in the form of restricted common stock of the Company, plus $2.5 million as consideration for a non-competition agreement with IGH’s President, payable in the form of a five-year promissory note. IGH and certain IGH stockholders holding sufficient aggregate voting power to approve the transactions contemplated by the IGH Merger Agreement entered into agreements pursuant to which such stockholders, among other things, agreed to vote in favor of such transactions. On October 31, 2018, as consideration for the IGH Option, the Company made a loan to IGH, in the principal amount of $5,000,000, subject to the terms and conditions set forth in that certain loan agreement, dated as of October 31, 2018 between IGH as the borrower and the Company as the lender. The loan was evidenced by a secured promissory note of IGH, which bore interest at the rate of 6% per annum and was to mature on October 31, 2021. To secure the obligations of IGH to the Company under the loan agreement and the promissory note, the Company and IGH entered into a security agreement dated as of October 31, 2018, pursuant to which IGH granted to the Company a first priority lien on and security interest in all personal property of IGH. If the Company did not exercise the Option on or prior to the date that is 30 days following the end of the option period, the loan amount would be reduced to $2,500,000 as a break-up fee, subject to certain exceptions set forth in the IGH Option Agreement. On August 26, 2019, the parties amended the IGH Option Agreement to, among other things, delay closing until January 2020. By letter agreement dated January 31, 2020, the Company, CLS Massachusetts and IGH extended the IGH Option Agreement to February 4, 2020. On February 4, 2020, CLS Massachusetts exercised the IGH Option. By letter dated February 26, 2020, the Company informed IGH that as a result of its breaches of the IGH Option, which remained uncured, an event of default had occurred under the IGH Note. The Company advised IGH that it was electing to cause the IGH Note to bear interest at the default rate of 15% per annum effective February 26, 2020 and to accelerate all amounts due under the Note. This dispute, including whether IGH breached the IGH Option and whether CLS is entitled to collect default interest, is now in litigation. At May 31, 2021, the Company had collected a total of $2,901,569 of principal and $220,196 of interest on the IGH Note. On February 27, 2021, IGH notified the Company that it did not plan to make further payments under the IGH Note on the theory that the Break-Up Fee (as defined below) excused additional payments. The Company vehemently disagrees with this assertion, which remains in litigation. The Company has requested permission from the court to file an amended complaint to accelerate the due date of all remaining amounts under the IGH Note and receive default interest as a result of IGH’s breach of the IGH Note, as well as to add a fraud count to the complaint. During the twelve months ended May 31, 2021, the Company impaired the remaining amounts due under the IGH Note in the amount of $2,498,706, which includes $2,497,884 in principal and $822 in accrued interest. As of May 31, 2021, the principal balance of the IGH Note was $0 and the interest receivable was $0. On June 14, 2021, the parties to the IGH lawsuit entered into a confidential settlement agreement to resolve the action and a secured promissory note dated and executed by IGH in favor of the Company effective on June 11, 2021. Pursuant to the promissory note, IGH shall pay the Company $3,000,000, $500,000 of which was due and payable on or before June 21, 2021. A second payment of $500,000 was due and payable on or before July 12, 2021. The remaining $2,000,000 and accrued interest shall be paid in 12 equal, monthly installments beginning on August 12, 2021, pursuant to the terms of the promissory note. On January 29, 2019, the Company made a line of credit loan to CannAssist, LLC (“CannAssist”), in the principal amount of up to $500,000, subject to the terms and conditions set forth in that certain Loan Agreement, dated as of January 29, 2019 between CannAssist as the Borrower and the Company as the Lender (the “CannAssist Loan Agreement”). Any draws on the line of credit in excess of $150,000 will only be made in the sole discretion of the Company. The loan was evidenced by a secured promissory note of CannAssist (the “CannAssist Note”), which bore interest at the rate of 8% per annum and was personally guaranteed by the two equity owners of CannAssist. To secure the obligations of CannAssist to the Company under the CannAssist Loan Agreement and the CannAssist Note, the Company and CannAssist entered into a security agreement dated as of January 29, 2019, pursuant to which CannAssist granted to the Company a first priority lien on and security interest in all personal property of CannAssist. On March 11, 2019, the Company, through its wholly-owned subsidiary, CLS Massachusetts, entered into a membership interest purchase agreement (the “CannAssist Purchase Agreement”) with CannAssist, each of the members of CannAssist, and David Noble, as the members’ representative, to acquire an 80% ownership interest in CannAssist. After conducting diligence, the parties decided to terminate the CannAssist Purchase Agreement effective August 26, 2019. On August 26, 2019, the Company and CannAssist entered into an agreement to amend the CannAssist Note. Pursuant to the amendment, there were no additional advances under the CannAssist Note beyond the $150,000 advanced on February 4, 2019, and the $175,000 advanced on June 24, 2019. In addition, the CannAssist Note became due and payable in full on or before February 28, 2020. See note 8. On December 23, 2019, the Company received payment in full on the CannAssist loan in the amount of $342,567, which was made up of $325,000 of principal and $17,567 of interest. At May 31, 2021, the Company was owed $0 pursuant to the CannAssist Note. On January 4, 2018, the former Attorney General, Jeff Sessions, rescinded the memorandum issued by former Deputy Attorney General James Cole on August 29, 2013 (as amended on February 14, 2014, the “Cole Memo”), the Cole Banking Memorandum, and all other related Obama-era DOJ cannabis enforcement guidance. While the rescission did not change federal law, as the Cole Memo and other DOJ guidance documents were not themselves laws, the rescission removed the DOJ’s formal policy that state-regulated cannabis businesses in compliance with the Cole Memo guidelines should not be a prosecutorial priority. Notably, former Attorney General Sessions’ rescission of the Cole Memo has not affected the status of the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”) memorandum issued by the Department of Treasury, which remains in effect. This memorandum outlines Bank Secrecy Act-compliant pathways for financial institutions to service state-sanctioned cannabis businesses, which echoed the enforcement priorities outlined in the Cole Memo. In addition to his rescission of the Cole Memo, Attorney General Sessions issued a one-page memorandum known as the “Sessions Memorandum”. The Sessions Memorandum explains the DOJ’s rationale for rescinding all past DOJ cannabis enforcement guidance, claiming that Obama-era enforcement policies are “unnecessary” due to existing general enforcement guidance adopted in the 1980s, in chapter 9.27.230 of the U.A. Attorneys’ Manual (“USAM”). The USAM enforcement priorities, like those of the Cole Memo, are based on the use of the federal government’s limited resources and include “law enforcement priorities set by the Attorney General,” the “seriousness” of the alleged crimes, the “deterrent effect of criminal prosecution,” and “the cumulative impact of particular crimes on the community.” Although the Sessions Memorandum emphasizes that cannabis is a federally illegal Schedule I controlled substance, it does not otherwise instruct U.S. Attorneys to consider the prosecution of cannabis-related offenses a DOJ priority, and in practice, most U.S. Attorneys have not changed their prosecutorial approach to date. However, due to the lack of specific direction in the Sessions Memorandum as to the priority federal prosecutors should ascribe to such cannabis activities, there can be no assurance that the federal government will not seek to prosecute cases involving cannabis businesses that are otherwise compliant with state law. William Barr served as United States Attorney General from February 14, 2019 to December 23, 2020. The DOJ under Mr. Barr did not take a formal position on federal enforcement of laws relating to cannabis. On March 11, 2021, United States President Biden’s nominee, Merrick Garland was sworn in as the U.S. Attorney General. During his campaign, President Biden stated a policy goal to decriminalize possession of cannabis at the federal level, but he has not publicly supported the full legalization of cannabis. It is unclear what impact, if any, the new administration will have on U.S. federal government enforcement policy on cannabis. Nonetheless, there is no guarantee that the position of the Department of Justice will not change. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
May 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Substantial Doubt about Going Concern [Text Block] | NOTE 2 GOING CONCERN As shown in the accompanying financial statements, the Company has incurred net losses from operations resulting in an accumulated deficit of $92,736,638 as of May 31, 2021. Further losses are anticipated in the development of the Company’s business raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with the proceeds from the sale of securities, and/or revenues from operations. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
May 31, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | NOTE 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States and are expressed in US dollars. The Company has adopted a fiscal year end of May 31st. Principals of Consolidation The accompanying consolidated financial statements include the accounts of CLS Holdings USA, Inc., and its direct and indirect wholly owned operating subsidiaries, CLS Nevada, Inc., (“CLS Nevada”), CLS Labs, Inc. (“CLS Labs”), CLS Labs Colorado, Inc. (“CLS Colorado”), CLS Massachusetts, Inc. (“CLS Massachusetts”), and Alternative Solutions, LLC (“Alternative Solutions”). Alternative Solutions is the sole owner of the following three entities (collectively, the “Oasis LLCs”): Serenity Wellness Center, LLC (“Serenity Wellness Center”); Serenity Wellness Products, LLC (“Serenity Wellness Products”); and Serenity Wellness Growers, LLC (“Serenity Wellness Growers”). All material intercompany transactions have been eliminated upon consolidation of these entities. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. Reclassification Certain amounts in the prior period have been reclassified to conform to the current period presentation. Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less to be cash equivalents. The Company had cash and cash equivalents of $1,665,263 and $2,925,568 as of May 31, 2021 and 2020. Allowance for Doubtful Accounts The Company generates the majority of its revenues and corresponding accounts receivable from the sale of cannabis, and cannabis related products. The Company evaluates the collectability of its accounts receivable considering a combination of factors. In circumstances where it is aware of a specific customer’s inability to meet its financial obligations to it, the Company records a specific reserve for bad debts against amounts due in order to reduce the net recognized receivable to the amount it reasonably believes will be collected. For all other customers, the Company recognizes reserves for bad debts based on past write-off experience and the length of time the receivables are past due. The Company had $15,798 and $108,392 in bad debt expense during the years ended May 31, 2021 and 2020, respectively. Inventory Inventories are stated at the lower of cost or market. Cost is determined using a perpetual inventory system whereby costs are determined by acquisition costs of individual items included in inventory. Market is determined based on net realizable value. Appropriate consideration is given to obsolescence, excessive levels, deterioration, and other factors in evaluating net realizable values. Our cannabis products consist of prepackaged purchased goods ready for resale, along with produced edibles and extracts developed under our production license. Property, Plant, and Equipment Property and equipment is recorded at the lower of cost or estimated net recoverable amount, and is depreciated using the straight-line method over its estimated useful life. Property acquired in a business combination is recorded at estimated initial fair value. Property, plant, and equipment are depreciated using the straight-line method based on the lesser of the estimated useful lives of the assets or the lease term based upon the following life expectancy: Years Office equipment 3 to 5 Furniture & fixtures 3 to 7 Machinery & equipment 3 to 10 Leasehold improvements Term of lease Repairs and maintenance expenditures are charged to operations as incurred. Major improvements and replacements, which extend the useful life of an asset, are capitalized and depreciated over the remaining estimated useful life of the asset. When assets are retired or sold, the cost and related accumulated depreciation are eliminated and any resulting gain or loss is reflected in operations. Long-Lived Assets The Company reviews its property and equipment and any identifiable intangibles including goodwill for impairment on an annual basis utilizing the guidance set forth in the Statement of Financial Accounting Standards Board ASC 350 “Intangibles – Goodwill and Other” and ASC 360 “Property, Plant, and Equipment.” As a result of the impairment test, it was determined that the net carrying value of goodwill exceeded the fair value by $25,185,003, and the Company recorded an impairment charge to operations during the year ended May 31, 2020 in the amount of $25,185,003. At May 31, 2021, the net carrying value of goodwill on the Company’s balance sheet remained at $557,896. Comprehensive Income ASC 220-10-15 “Reporting Comprehensive Income,” establishes standards for reporting and displaying of comprehensive income, its components and accumulated balances. Comprehensive income is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. Among other disclosures, ASC 220-10-15 requires that all items that are required to be recognized under current accounting standards as components of comprehensive income be reported in a financial statement that is displayed with the same prominence as other financial statements. The Company does not have any items of comprehensive income in any of the periods presented. Concentrations of Credit Risk The Company maintains its cash in bank deposit accounts and other accounts, the balances of which at times may be uninsured or exceed federally insured limits. From time to time, some of the Company’s funds are also held by escrow agents; these funds may not be federally insured. The Company continually monitors its banking relationships and consequently has not experienced any losses in such accounts. Advertising and Marketing Costs All costs associated with advertising and promoting products are expensed as incurred. Total recognized advertising and marketing expenses were $1,237,326 and $836,000 for the years ended May 31, 2021 and 2020, respectively. Research and Development Research and development expenses are charged to operations as incurred. The Company incurred research and development costs of $37,122 and $0 for the years ended May 31, 2021 and 2020, respectively. Fair Value of Financial Instruments Pursuant to Accounting Standards Codification (“ASC”) No. 825 - Financial Instruments A three-tier fair value hierarchy is used to prioritize the inputs in measuring fair value as follows: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable, either directly or indirectly. Level 3 - Significant unobservable inputs that cannot be corroborated by market data. Revenue Recognition Revenue from the sale of cannabis products is recognized by Oasis at the point of sale, at which time payment is received. Management estimates an allowance for sales returns. The Company also recognizes revenue from Serenity Wellness Products LLC and Serenity Wellness Growers LLC, d/b/a City Trees (“City Trees”). City Trees recognizes revenue from the sale of the following cannabis products and services to licensed dispensaries within the State of Nevada: ● Premium organic medical cannabis sold wholesale to licensed retailers ● Recreational marijuana cannabis products sold wholesale to licensed distributors and retailers ● Extraction products such as oils and waxes derived from in-house cannabis production ● Processing and extraction services for licensed medical cannabis cultivators in Nevada ● High quality cannabis strains in the form of vegetative cuttings for sale to licensed medical cannabis cultivators in Nevada Effective June 1, 2018, the Company adopted ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from commercial sales of products and licensing agreements by applying the following steps: (1) identifying the contract with a customer; (2) identifying the performance obligations in the contract; (3) determining the transaction price; (4) allocating the transaction price to each performance obligation in the contract; and (5) recognizing revenue when each performance obligation is satisfied. For the comparative periods, revenue has not been adjusted and continues to be reported under ASC 605 — Revenue Recognition. Under ASC 605, revenue is recognized when the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) the performance of the service has been rendered to a customer or delivery has occurred; (3) the amount of fee to be paid by a customer is fixed and determinable; and (4) the collectability of the fee is reasonably assured. There was no impact on the Company’s financial statements as a result of adopting Topic 606 for the years ended May 31, 2021 and 2020. Disaggregation of Revenue The following table represents a disaggregation of revenue for the years ended May 31, 2021 and 2020: 2021 2020 Cannabis Dispensary $ 14,595,115 $ 9,365,105 Cannabis Production 4,696,972 2,552,524 $ 19,292,087 $ 11,917,629 Basic and Diluted Earnings or Loss Per Share Basic net earnings per share is based on the weighted average number of shares outstanding during the period, while fully diluted net earnings per share is based on the weighted average number of shares of common stock and potentially dilutive securities assumed to be outstanding during the period using the treasury stock method. Potentially dilutive securities consist of options and warrants to purchase common stock, and convertible debt. Basic and diluted net loss per share are computed based on the weighted average number of shares of common stock outstanding during the period. At May 31, 2021 and 2020, the Company excluded from the calculation of fully diluted shares outstanding the following shares because the result would have been anti-dilutive: At May 31, 2021 a total of 129,623,809 shares (53,997,645 issuable upon the exercise of warrants, 7,676,974 issuable upon the exercise of unit warrants, 67,106,559 issuable upon the conversion of convertible notes payable and accrued interest, and 70,000 in stock to be issued). At May 31, 2020 a total of 88,130,526 shares (54,835,145 issuable upon the exercise of warrants, 7,676,974 issuable upon the exercise of unit warrants, 25,131,739 issuable upon the conversion of convertible notes payable and accrued interest, and 486,668 in stock to be issued). The Company uses the treasury stock method to calculate the impact of outstanding stock options and warrants. Stock options and warrants for which the exercise price exceeds the average market price over the period have an anti-dilutive effect on earnings per common share and, accordingly, are excluded from the calculation. A net loss causes all outstanding stock options and warrants to be antidilutive. As a result, the basic and dilutive losses per common share are the same for the years ended May 31, 2021 and 2020. Income Taxes The Company accounts for income taxes under the asset and liability method in accordance with ASC 740. The Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The components of the deferred tax assets and liabilities are classified as current and non-current based on their characteristics. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. Section 280E of the Internal Revenue Code, as amended, prohibits businesses from deducting certain expenses associated with trafficking controlled substances (within the meaning of Schedule I and II of the Controlled Substances Act). The IRS has invoked Section 280E in tax audits against various cannabis businesses in the U.S. that are permitted under applicable state laws. Although the IRS has issued a clarification allowing the deduction of certain expenses, the bulk of operating costs and general administrative costs are generally not permitted to be deducted. The operations of certain of the Company’s subsidiaries are subject to Section 280E. This results in permanent differences between ordinary and necessary business expenses deemed non-deductible under IRC Section 280E. Therefore, the effective tax rate can be highly variable and may not necessarily correlate with pre-tax income or loss. Commitments and Contingencies Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims brought to such legal counsel’s attention as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed. Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Codification (“ASC”) No. 2016-02, Leases (Topic 842): Accounting for Leases. This update requires that lessees recognize right-of-use assets and lease liabilities that are measured at the present value of the future lease payments at the lease commencement date. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee will largely remain unchanged and shall continue to depend on its classification as a finance or operating lease. The Company has performed a comprehensive review in order to determine what changes were required to support the adoption of this new standard. The Company adopted the ASU and related amendments on June 1, 2019 and has elected certain practical expedients permitted under the transition guidance. The Company has elected the optional transition method that allows for a cumulative-effect adjustment in the period of adoption and will not restate prior periods. Under the new guidance, the majority of the Company’s leases continue to be classified as operating. During the first quarter of fiscal 2020, the Company completed its implementation of its processes and policies to support the new lease accounting and reporting requirements. This resulted in an initial increase in both its total assets of $2,703,821 and total liabilities in the amount of $2,675,310. In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment, which simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. In computing the implied fair value of goodwill under Step 2, current U.S. GAAP requires the performance of procedures to determine the fair value at the impairment testing date of assets and liabilities (including unrecognized assets and liabilities) following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, the amendments under this ASU require the goodwill impairment test to be performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The ASU became effective for the Company on January 1, 2020. During the year ended May 31, 2020, the Company recorded an impairment of goodwill in the amount of $25,185,003 pursuant to ASU No. 2017-04. There are various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s consolidated financial position, results of operations or cash flows. |
JOINT VENTURE AND OPTIONS TRANS
JOINT VENTURE AND OPTIONS TRANSACTION | 12 Months Ended |
May 31, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments and Joint Ventures Disclosure [Text Block] | NOTE 4 JOINT VENTURE AND OPTIONS TRANSACTION In Good Health On October 31, 2018, the Company, CLS Massachusetts, and IGH, which converted to a for-profit corporation on November 6, 2018 (the “Conversion”), entered into the IGH Option Agreement. Under the terms of the IGH Option Agreement, CLS Massachusetts had an exclusive option to acquire all of the outstanding capital stock of IGH (the “IGH Option”) during the period beginning on the earlier of the date that is one year after the effective date of the Conversion and December 1, 2019, and ending on the date that is 60 days after such date (the “Option Period”). If CLS Massachusetts exercised the IGH Option, the Company, a wholly-owned subsidiary of the Company and IGH would enter into the IGH Merger Agreement (the form of which had been agreed to by the parties). At the effective time of the merger contemplated by the IGH Merger Agreement, CLS Massachusetts would pay a purchase price of $47,500,000, subject to reduction as provided in the IGH Merger Agreement, payable as follows: $35 million in cash, $7.5 million in the form of a five-year promissory note, and $5 million in the form of restricted common stock of the Company, plus $2.5 million as consideration for a non-competition agreement with IGH’s President, payable in the form of a five-year promissory note. IGH and certain IGH stockholders holding sufficient aggregate voting power to approve the transactions contemplated by the IGH Merger Agreement entered into agreements pursuant to which such stockholders, among other things, agreed to vote in favor of such transactions. On October 31, 2018, as consideration for the IGH Option, the Company made a loan to IGH (the “IGH Loan”), in the principal amount of $5,000,000 (the “IGH Loan Amount”), subject to the terms and conditions set forth in that certain Loan Agreement, dated as of October 31, 2018 between IGH as the borrower and the Company as the lender (the “IGH Loan Agreement”). The IGH Loan was evidenced by a secured promissory note of IGH (the “IGH Note”), which bore interest at the rate of 6% per annum and was scheduled to mature on October 31, 2021. The Company recorded interest income in the amounts of $149,972 and $296,450 on the IGH Loan during the twelve months ended May 31, 2021 and 2020, respectively. On March 1, 2020, the Company capitalized interest in the amount of $399,453 into the principal amount due. During the years ended May 31, 2021 and 2020, the Company capitalized interest in the amount of $0 and $399,453, respectively, on the IGH Note. During the year ended May 31, 2021, the Company received payments on the IGH Note in the amount of $1,696,765. The Company applied these payments as follows; $1,544,291 as a repayment of principal and $152,473 as a repayment of accrued interest. During the year ended May 31, 2020, the Company received payments on the IGH Note in the amount of $1,425,000. The Company applied these payments as follows; $1,357,278 as a repayment of principal and $67,722 as a repayment of accrued interest. To secure the obligations of IGH to the Company under the IGH Loan Agreement and the IGH Note, the Company and IGH entered into a Security Agreement dated as of October 31, 2018 (the “IGH Security Agreement”), pursuant to which IGH granted to the Company a first priority lien on and security interest in all personal property of IGH. If the Company did not exercise the IGH Option on or prior to the date that was 30 days following the end of the Option Period, the IGH Loan Amount would be reduced to $2,500,000 as a break-up fee (the “Break-Up Fee”), except in the event of a Purchase Exception (as defined in the IGH Option Agreement), in which case the Break-Up Fee would not apply and there would be no reduction to the Loan Amount. On August 26, 2019, the parties amended the IGH Option to, among other things, extend the Option Period and delay closing until January 2020. By letter agreement dated January 31, 2020, the Company, CLS Massachusetts and IGH extended the IGH Option Agreement to February 4, 2020. On February 4, 2020, CLS Massachusetts exercised the IGH Option. By letter dated February 26, 2020, the Company informed IGH that as a result of its breaches of the IGH Option, which remained uncured, an event of default had occurred under the IGH Note. The Company advised IGH that it was electing to cause the IGH Note to bear interest at the default rate of 15% per annum effective February 26, 2020 and to accelerate all amounts due under the Note. On March 3, 2020, the Company filed a claim for declaratory relief, among other things, requesting the court declare that CLS Massachusetts had validly exercised the IGH Option and instruct IGH to comply with its diligence requests and ultimately execute a merger agreement with CLS and CLS Massachusetts. The dispute regarding whether CLS Massachusetts properly exercised the IGH Option arose after CLS Massachusetts delivered a notice of exercise to IGH and IGH subsequently asserted that CLS Massachusetts’ exercise was invalid. On February 27, 2021, IGH notified the Company that it did not plan to make further payments under the IGH Note on the theory that the Break-Up Fee excused additional payments. The Company vehemently disagreed with this assertion. During the twelve months ended May 31, 2021, the Company impaired the remaining amounts due under the IGH Note in the amount of $2,498,706, which includes $2,497,884 in principal and $822 in accrued interest. As of May 31, 2021, the principal balance of the IGH Note was $0 and the interest receivable was $0. On June 14, 2021, the parties to the IGH lawsuit entered into a confidential settlement agreement to resolve the action and a secured promissory note dated and executed by IGH in favor of the Company effective on June 11, 2021. Pursuant to the promissory note, IGH shall pay the Company $3,000,000, $500,000 of which was due and payable on or before June 21, 2021. A second payment of $500,000 was due and payable on or before July 12, 2021. The remaining $2,000,000 and accrued interest shall be paid in 12 equal, monthly installments beginning on August 12, 2021, pursuant to the terms of the promissory note. Subsequent to May 31, 2021, the Company received the first three payments due under the confidential settlement agreement in the aggregate amount of $1,167,000. See note 23. CannAssist On January 29, 2019, the Company made a line of credit loan to CannAssist in the principal amount of up to $500,000, subject to the terms and conditions set forth in the CannAssist Loan Agreement. Any draws on the line of credit in excess of $150,000 will only be made in the sole discretion of the Company. The loan is evidenced by the CannAssist Note, which bears interest at the rate of 8% per annum and is personally guaranteed by the two equity owners of CannAssist. On June 24, 2019, the Company advanced the sum of $175,000 to CannAssist, increasing the balance due to the Company under the CannAssist Note to $325,000. The Company recorded interest income in the amount of $0 and $14,673 on the loan during the years ended May 31, 2021 and 2020, respectively. To secure the obligations of CannAssist to the Company under the CannAssist Loan Agreement and the CannAssist Note, the Company and CannAssist entered into a security agreement dated as of January 29, 2019, pursuant to which CannAssist granted to the Company a first priority lien on and security interest in all personal property of CannAssist. On March 11, 2019, the Company, through its wholly-owned subsidiary, CLS Massachusetts, entered into the CannAssist Purchase Agreement with CannAssist, each of the members of CannAssist, and David Noble, as the members’ representative. On August 26, 2019, the Company and CannAssist amended the CannAssist Note. Pursuant to the amendment, there will be no additional advances under the CannAssist Note beyond the $150,000 advanced on February 4, 2019, and the $175,000 advanced on June 24, 2019. In addition, the CannAssist Note was to become due and payable in full on or before February 28, 2020. Finally, the Company and CannAssist terminated the CannAssist Purchase Agreement. On December 23, 2019, the Company received payment in full on the CannAssist loan in the amount of $342,567, which comprises $325,000 of principal and $17,567 of interest. |
ACCOUNTS RECEIVABLE
ACCOUNTS RECEIVABLE | 12 Months Ended |
May 31, 2021 | |
Receivables [Abstract] | |
Loans, Notes, Trade and Other Receivables Disclosure [Text Block] | NOTE 5 ACCOUNTS RECEIVABLE Accounts receivable was $684,935 and $161,409 at May 31, 2021 and 2020, respectively. The Company had bad debt expense of $15,798 during the year ended May 31, 2021. The Company had bad debt expense of $0 for the year ended May 31, 2021, and $108,392 during the year ended May 31, 2020, including $101,512 in connection with a receivable from a credit card company. |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 12 Months Ended |
May 31, 2021 | |
Disclosure Text Block Supplement [Abstract] | |
Other Assets Disclosure [Text Block] | NOTE 6 PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets consisted of the following at May 31, 2021 and 2020: May 31, May 31, 2021 2020 Deposits $ 2,244 2,315 Prepaid expenses 250,069 231,777 Other receivables 10,000 - Total $ 262,313 $ 234,092 Deposits consist of amounts paid in advance for the acquisition of property and equipment. Prepaid expenses consist primarily of annual license fees charged by the State of Nevada; these fees are paid in advance, and amortized over the one year term of the licenses. During the year ended May 31, 2020, the Company applied deposits in the amount of $281,966 to the acquisition of fixed assets. |
INVENTORY
INVENTORY | 12 Months Ended |
May 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventory Disclosure [Text Block] | NOTE 7 INVENTORY Inventory, consisting of material, overhead, labor, and manufacturing overhead, is stated at the lower of cost (first-in, first-out) or market, and consists of the following: May 31, May 31, 2021 2020 Raw materials $ 344,085 $ 134,697 Finished goods 883,967 440,545 Total $ 1,228,052 $ 575,242 Raw materials consist of cannabis plants and the materials that are used in our production process prior to being tested and packaged for consumption. Finished goods consist of pre-packaged materials previously purchased from other licensed cultivators and our manufactured edibles and extracts. |
NOTES RECEIVABLE
NOTES RECEIVABLE | 12 Months Ended |
May 31, 2021 | |
Disclosure Text Block Supplement [Abstract] | |
Other Current Assets [Text Block] | NOTE 8 NOTES RECEIVABLE PRH Note Receivable During the year ended May 31, 2015, the Company loaned $500,000 pursuant to a promissory note (the “PRH Note”) to Picture Rock Holdings, LLC, a Colorado limited liability company (“PRH”). Pursuant to the PRH Note, as amended by the parties effective June 30, 2015, October 31, 2015, April 11, 2016, and May 31, 2016, PRH was expected to repay the principal due under the PRH Note in twenty (20) equal quarterly installments of Twenty Five Thousand Dollars ($25,000) commencing in the month following the month in which PRH commenced generating revenue at the grow facility, which commencement was originally anticipated to occur in the first quarter of 2017, and continuing until paid in full. The Company suspended its plans to operate in Colorado due to regulatory delays and has not yet determined when it will pursue them again. Interest will accrue on the unpaid principal balance of the PRH Note at the rate of twelve percent (12%) per annum and will be paid quarterly in arrears commencing after such initial payment and continuing until paid in full. All outstanding principal and any accumulated unpaid interest due under the PRH Note is due and payable on the five-year anniversary of the initial payment thereunder. In the event of default as defined in the agreements underlying the PRH Note, all amounts under the PRH Note shall be due and payable at once. During the year ended May 31, 2015, the Company recorded an impairment related to the note receivable in the amount of $500,000. During the year ended May 31, 2018, the Company received a payment of $50,000 on the PRH Note. As a result, the Company has reduced the impairment of the PRH Note by $50,000 to reflect this payment. The receivable is recorded on the balance sheet as of May 31, 2021 and 2020 in the amount of $0, net of allowance in the amount of $450,000. IGH Note Receivable On October 31, 2018, in connection with an option to purchase transaction (see note 4), the Company loaned $5,000,000 pursuant to the IGH Note to IGH. On November 6, 2018, IGH converted to a for-profit corporation. The IGH Note bears interest at the rate of 6% per annum. On March 1, 2020 (the “Initial Payment Date”), all accrued interest was added to the outstanding principal due thereunder and such amount is payable in eight equal quarterly installments, commencing on the Initial Payment Date, together with interest accruing after the Initial Payment Date. The IGH Note was to mature and all outstanding principal, accrued interest and any other amounts due thereunder, was due and payable in full on the third anniversary of the IGH Note. The IGH Note was issued in connection with a loan agreement and security agreement between the Company and IGH, and the IGH Option Agreement between the Company and IGH, among others, in both cases dated as of October 31, 2018 and the other IGH Loan Documents, and was secured by the collateral described in the IGH Loan Documents and by such other collateral as may in the future have been granted to the Company to secure the IGH Note. During the years ended May 31, 2021 and 2020, the Company recorded interest income in the amounts of $149,972 and $296,250, respectively, in connection with the IGH Note. During the years ended May 31, 2021 and 2020, the Company capitalized interest in the amount of $0 and $399,453, respectively, on the IGH Note. During the year ended May 31, 2021, the Company received payments on the IGH Note in the total amount of $1,696,765. The Company applied these payments as follows; $1,544,291 as a repayment of principal and $152,473 as a repayment of accrued interest. By letter dated February 26, 2020, the Company informed IGH that as a result of its breaches of the IGH Option, which remained uncured, an event of default had occurred under the IGH Note. The Company advised IGH that it was electing to cause the IGH Note to bear interest at the default rate of 15% per annum effective February 26, 2020 and to accelerate all amounts due under the Note. On February 27, 2021, IGH notified the Company that it did not plan to make further payments under the IGH Note on the theory that the Break-Up Fee excused additional payments. The Company vehemently disagreed with this assertion. During the twelve months ended May 31, 2021, the Company impaired the remaining amounts due under the IGH Note in the amount of $2,498,706, which includes $2,497,884 in principal and $822 in accrued interest. As of May 31, 2021, the principal balance of the IGH Note was $0 and the interest receivable was $0. On June 14, 2021, the parties to the IGH lawsuit entered into a confidential settlement agreement to resolve the action and a secured promissory note dated and executed by IGH in favor of the Company effective on June 11, 2021. Pursuant to the promissory note, IGH shall pay the Company $3,000,000, $500,000 of which was due and payable on or before June 21, 2021. A second payment of $500,000 was due and payable on or before July 12, 2021. The remaining $2,000,000 and accrued interest shall be paid in 12 equal, monthly installments beginning on August 12, 2021, pursuant to the terms of the promissory note. CannAssist Note Receivable On January 29, 2019, the Company made a line of credit loan to CannAssist pursuant to the CannAssist Note, in the principal amount of up to $500,000. The loan bore interest at the rate of 8% per annum and was personally guaranteed by the two equity owners of CannAssist. Payments on the loan were to commence on July 1, 2019 and the CannAssist Note was to mature on December 1, 2019. On August 26, 2019, the Company and CannAssist amended the CannAssist Note. Pursuant to the amendment, among other things, the CannAssist Note shall become due and payable in full on or before February 28, 2020. During the years ended May 31, 2020 and 2019, the Company recorded interest income in the amount of $14,673 and $4,011 on the CannAssist Note. On December 23, 2019, the Company received payment in full on the CannAssist loan in the amount of $342,567, which comprises $325,000 of principal and $17,567 of interest. At May 31, 2021 and 2020, the principal amount of $0 and interest receivable in the amount of $0 due under the CannAssist Note were classified as current assets on the Company’s balance sheet. |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 12 Months Ended |
May 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | NOTE 9 PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment consisted of the following at May 31, 2021 and 2020: May 31, May 31, 2021 2020 Office equipment $ 120,068 $ 94,887 Furniture & fixtures 145,103 144,025 Machinery & equipment 1,823,094 1,741,830 Leasehold improvements 2,822,017 2,662,967 Less: accumulated depreciation (1,434,614 ) (868,200 ) Property and equipment, net $ 3,475,668 $ 3,775,509 The Company made payments in the amounts of $269,437 and $1,923,338 for property and equipment during the years ended May 31, 2021 and 2020, respectively. The Company also reclassified from deposits to property, plant and equipment the amounts of $0 and $281,966 during the years ended May 31, 2021 and 2020, respectively. During the year ended May 31, 2020, the Company disposed of fixed assets with a net book value of $16,817 and recorded a loss on disposal of fixed assets in that amount. There was no such comparable transaction during the year ended May 31, 2021. Depreciation expense totaled $569,278 and $323,279 for the years ended May 31, 2021 and 2020, respectively. |
RIGHT TO USE ASSETS AND LIABILI
RIGHT TO USE ASSETS AND LIABILITIES - OPERATING LEASES | 12 Months Ended |
May 31, 2021 | |
Disclosure Text Block [Abstract] | |
Lessee, Operating Leases [Text Block] | NOTE 10 RIGHT TO USE ASSETS AND LIABILITIES OPERATING LEASES The Company has operating leases for offices and warehouses. The Company’s leases have remaining lease terms of 1 year to 4 years, some of which include options to extend. The Company’s lease expense for the year ended May 31, 2021 was entirely comprised of operating leases and amounted to $495,114. The Company’s right of use (“ROU”) asset amortization for the year ended May 31, 2021 was $341,035. The difference between the lease expense and the associated ROU asset amortization consists of interest. The Company has recorded total right to use assets of $2,703,821 and liabilities in the amount of $2,675,310 through May 31, 2020, resulting in a gain in the amount of $28,511. During the year ended May 31, 2020, the Company entered into agreements to amend certain of its operating leases. The lease of the dispensary and administrative offices at 1800 Industrial Road was extended from June 30, 2023 to February 28, 2030, and the lease of the offices at 1718 Industrial Road was extended from August 31, 2020 to August 31, 2022. During the year ended May 31, 2021, the Company entered into an agreement to extend the lease of its cultivation and processing facility at 203 E. Mayflower Avenue through February 28, 2030; a gain in the amount of $14,889 was recorded on this transaction. The modification resulted in an increase to right of use assets in the amount of $1,187,615 and an increase in lease liabilities in the amount of $1,172,726. Right to use assets – operating leases are summarized below: May 31, 2021 Amount at inception of leases $ 3,891,437 Amount amortized (1,641,428 ) Balance – May 31, 2021 $ 2,250,009 Operating lease liabilities are summarized below: Amount at inception of leases $ 3,848,038 Amount amortized (1,581,619 ) Balance – May 31, 2021 $ 2,266,419 May 31, 2021 Warehouses and offices $ 2,250,009 Lease liability $ 2,266,419 Less: current portion (287,125 ) Lease liability, non-current $ 1,979,294 Maturity analysis under these lease agreements is as follows: Twelve months ended May 31, 2022 $ 458,148 Twelve months ended May 31, 2023 449,071 Twelve months ended May 31, 2024 458,205 Twelve months ended May 31, 2025 471,732 Twelve months ended May 31, 2026 407,415 Thereafter 719,933 Total $ 2,964,504 Less: Present value discount (698,085 ) Lease liability $ 2,266,419 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
May 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets Disclosure [Text Block] | NOTE 11 INTANGIBLE ASSETS Intangible assets consisted of the following at May 31, 2021 and 2020: May 31, 2021 Accumulated Gross Amortization Net Intellectual Property $ 319,600 $ (93,217 ) $ 226,383 License & Customer Relations 990,000 (144,375 ) 845,625 Tradenames - Trademarks 301,000 (87,792 ) 213,208 Non-compete Agreements 27,000 (27,000 ) - Domain Names 25,993 (6,019 ) 19,974 Total $ 1,663,593 $ (358,403 ) $ 1,305,190 May 31, 2020 Accumulated Gross Amortization Net Intellectual Property $ 319,600 $ (61,257 ) $ 258,343 License & Customer Relations 990,000 (94,875 ) 895,125 Tradenames - Trademarks 301,000 (57,692 ) 243,308 Non-compete Agreements 27,000 (25,882 ) 1,118 Domain Names 25,993 (2,683 ) 23,310 Total $ 1,663,593 $ (242,389 ) $ 1,421,204 Total amortization expense charged to operations for the years ended May 31, 2021 and 2020 was $116,014 and $125,913, respectively. Amount to be amortized during the twelve months ended May 31, 2022 $ 111,989 2023 111,989 2024 111,989 2025 111,989 2026 111,989 Thereafter 745,245 $ 1,305,190 |
GOODWILL
GOODWILL | 12 Months Ended |
May 31, 2021 | |
Disclosure Text Block Supplement [Abstract] | |
Goodwill Disclosure [Text Block] | NOTE 12 GOODWILL The Company recorded goodwill in the amount of $25,742,899 in connection with the acquisition of Alternative Solutions on June 27, 2018 (see note 4). Goodwill Impairment Test The Company assessed its intangible assets as of May 31, 2020 for purposes of determining if an impairment existed as set forth in ASC 350 – Intangibles – Goodwill and Other and ASC 360 – Property Plant and Equipment. Pursuant to ASC 360, the Company recorded an impairment of goodwill in the amount of $25,185,003 based upon the difference between the carrying value of $25,742,899 and the fair value of $557,896. Fair value was based upon the price of the Company’s common stock at May 31, 2020 of $0.06 per share. . At May 31, 2020, the net amount of goodwill on the Company’s balance sheet was $557,896. The Company assessed its intangible assets as of May 31, 2021 for purposes of determining if an impairment existed as set forth in ASC 350 – Intangibles – Goodwill and Other and ASC 360 – Property Plant and Equipment. Pursuant to ASC 360, the Company determined that the fair value of its intangible assets exceeded the carrying value of goodwill for the year ended May 31, 2021. As a result, no impairment was recorded during the year ended May 31, 2021. At May 31, 2021, the net amount of goodwill on the Company’s balance sheet was $557,896. |
OTHER ASSETS
OTHER ASSETS | 12 Months Ended |
May 31, 2021 | |
Other Non-current Assets Disclosure [Abstract] | |
Other Non-current Assets Disclosure [Text Block] | NOTE 13 OTHER ASSETS Other assets included the following as of May 31, 2021 and May 31, 2020: May 31, May 31, 2021 2020 Security deposits 167,455 167,455 $ 167,455 $ 167,455 |
ACCOUNTS PAYABLE AND ACCRUED LI
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 12 Months Ended |
May 31, 2021 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | NOTE 14 ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Accounts payable and accrued liabilities consisted of the following at May 31, 2021 and 2020: May 31, May 31, 2021 2020 Trade accounts payable $ 771,843 $ 591,060 Accrued payroll and payroll taxes 279,721 212,361 Accrued liabilities 557,061 369,462 Total $ 1,608,625 $ 1,172,883 |
NOTES PAYABLE AND CONVERTIBLE N
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE | 12 Months Ended |
May 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | NOTE 15 NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE Convertible Notes Payable May 31, 2021 May 31, 2020 Convertible debenture in the principal amount of $4,000,000 (the “U.S. Convertible Debenture 1”) dated October 31, 2018, which bears interest, payable quarterly, at a rate of 8% per annum, with interest during the first eighteen months following issuance being payable by increasing the then-outstanding principal amount of the U.S. Convertible Debenture 1. The U.S. Convertible Debenture 1 matures on a date that is three years following issuance. The U.S. Convertible Debenture 1 is convertible into units (the “Convertible Debenture Units”) at a conversion price of $0.80 per Convertible Debenture Unit. Each Convertible Debenture Unit consists of (i) one share of the Company’s common stock, and (ii) one-half of one warrant, with each warrant exercisable for three years to purchase a share of common stock at a price of $1.10. The value of the warrants will be recorded when the issuance becomes probable. On July 26, 2019, U.S. Convertible Debenture 1 was amended such that, should the Company issue or sell common stock or equity securities convertible into common stock at a price less than the conversion price of the U.S. Convertible Debenture 1, the conversion price of U.S. Convertible Debenture 1 will be reduced to such issuance price, and the exercise price of the warrant issuable in connection with U.S. Convertible Debenture 1 will be exercisable at a price equal to 137.5% of the adjusted conversion price at the time of conversion. The U.S. Convertible Debenture 1 has other features, such as mandatory conversion in the event the common stock trades at a particular price over a specified period of time and required redemption in the event of a “Change in Control” of the Company. The U.S. Convertible Debenture 1 is an unsecured obligation of the Company and ranks pari passu in right of payment of principal and interest with all other unsecured obligations of the Company. The Company recorded a discount in the amount of $3,254,896 on the U.S. Convertible Debenture 1. During the years ended May 31, 2021 and 2020, $1,537,034 and $1,084,695 of this discount was charged to operations, respectively. During the years ended May 31, 2021 and 2020, the Company accrued interest in the amounts of $360,357 and $344,962 on the U.S. Convertible Debenture 1, respectively. Also, during the years ended May 31, 2021 and 2020, the Company transferred the amounts of $0 and $370,057 from accrued interest to principal of the U.S. Convertible Debenture 1, respectively. On April 15, 2021, the U.S. Convertible Debenture 1 was amended as follows: (i) the conversion price of the debenture was reduced to $0.30 per unit; and (ii) the maturity date was extended from October 31, 2021 to October 31, 2022. This amendment was accounted for as an extinguishment of debt, and the Company recorded a loss in the amount of $2,038,803 during the year ended May 31, 2021 in connection with this amendment. 4,504,457 4,504,457 May 31, 2021 May 31, 2020 Convertible debenture in the principal amount of $1,000,000 (the “U.S. Convertible Debenture 2”) dated October 31, 2018, which bears interest, payable quarterly, at a rate of 8% per annum, with interest during the first eighteen months following issuance being payable by increasing the then-outstanding principal amount of the U.S. Convertible Debenture 2. The U.S. Convertible Debenture 2 matures on a date that is three years following issuance. The U.S. Convertible Debenture 2 is convertible into Convertible Debenture Units at a conversion price of $0.80 per Convertible Debenture Unit. Each Convertible Debenture Unit consists of (i) one share of the Company’s common stock, and (ii) one-half of one warrant, with each warrant exercisable for three years to purchase a share of common stock at a price of $1.10. The value of the warrants will be recorded when the issuance becomes probable. On July 26, 2019, U.S. Convertible Debenture 2 was amended such that, should the Company issue or sell common stock or equity securities convertible into common stock at a price less than the conversion price of the U.S. Convertible Debenture 2, the conversion price of U.S. Convertible Debenture 2 will be reduced to such issuance price, and the exercise price of the warrant issuable in connection with U.S. Convertible Debenture 2 will be exercisable at a price equal to 137.5% of the adjusted conversion price at the time of conversion. The U.S. Convertible Debenture 2 has other features, such as mandatory conversion in the event the common stock trades at a particular price over a specified period of time and required redemption in the event of a “Change in Control” of the Company. The U.S. Convertible Debenture 2 is an unsecured obligation of the Company and ranks pari passu in right of payment of principal and interest with all other unsecured obligations of the Company. The Company recorded a discount in the amount of $813,724 on the U.S. Convertible Debenture 2. During the year ended May 31, 2021 and 2020, $384,259 and $271,241 of this discount was charged to operations, respectively. During the years ended May 31, 2021 and 2020, the Company accrued interest in the amounts of $90,090 and $86,240 on the U.S. Convertible Debenture 2, respectively. Also, during the years ended May 31, 2021 and 2020, the Company transferred the amounts of $0 and $92,514 from accrued interest to principal of the U.S. Convertible Debenture 2, respectively. On April 15, 2021, the U.S. Convertible Debenture 2 was amended as follows: (i) the conversion price of the debentures was reduced to $0.30 per unit; and (ii) the maturity date was extended from October 31, 2021 to October 31, 2022. This amendment was accounted for as an extinguishment of debt, and the Company recorded a loss in the amount of $509,700 during the year ended May 31, 2021. 1,126,114 1,126,114 May 31, 2021 May 31, 2020 Convertible debenture in the principal amount of $100,000 (the “U.S. Convertible Debenture 3”) dated October 24, 2018, which bears interest, payable quarterly, at a rate of 8% per annum, with interest during the first eighteen months following issuance being payable by increasing the then-outstanding principal amount of the U.S. Convertible Debenture 3. The U.S. Convertible Debenture 3 matures on a date that is three years following issuance. The U.S. Convertible Debenture 3 is convertible into Convertible Debenture Units at a conversion price of $0.80 per Convertible Debenture Unit. Each Convertible Debenture Unit consists of (i) one share of the Company’s common stock, and (ii) one-half of one warrant, with each warrant exercisable for three years to purchase a share of common stock at a price of $1.10. The value of the warrants will be recorded when the issuance becomes probable. On July 26, 2019, U.S. Convertible Debenture 3 was amended such that, should the Company issue or sell common stock or equity securities convertible into common stock at a price less than the conversion price of the U.S. Convertible Debenture 3, the conversion price of U.S. Convertible Debenture 3 will be reduced to such issuance price, and the exercise price of the warrant issuable in connection with U.S. Convertible Debenture 3 will be exercisable at a price equal to 137.5% of the adjusted conversion price at the time of conversion. The U.S. Convertible Debenture 3 has other features, such as mandatory conversion in the event the common stock trades at a particular price over a specified period of time and required redemption in the event of a “Change in Control” of the Company. The U.S. Convertible Debenture 3 is an unsecured obligation of the Company and ranks pari passu in right of payment of principal and interest with all other unsecured obligations of the Company. The Company recorded a discount in the amount of $75,415 on the U.S. Convertible Debenture 3. During the years ended May 31, 2021 and 2020, $25,138 and $25,138 of this discount was charged to operations, respectively. During the years ended May 31, 2021 and 2020, the Company accrued interest in the amounts of $9,009 and $8,638 on the U.S. Convertible Debenture 3, respectively. Also, during the years ended May 31, 2021 and 2020, the Company transferred the amounts of $0 and $9,117 from accrued interest to principal of the U.S. Convertible Debenture 3, respectively. 112,613 112,613 Convertible debenture in the principal amount of $532,000 (the “U.S. Convertible Debenture 4”) dated October 25, 2018, which bears interest, payable quarterly, at a rate of 8% per annum, with interest during the first eighteen months following issuance being payable by increasing the then-outstanding principal amount of the U.S. Convertible Debenture 4. The U.S. Convertible Debenture 4 matures on a date that is three years following issuance. The U.S. Convertible Debenture 4 is convertible into Convertible Debenture Units at a conversion price of $0.80 per Convertible Debenture Unit. Each Convertible Debenture Unit consists of (i) one share of the Company’s common stock, and (ii) one-half of one warrant, with each warrant exercisable for three years to purchase a share of common stock at a price of $1.10. The value of the warrants will be recorded when the issuance becomes probable. On July 26, 2019, U.S. Convertible Debenture 4 was amended such that, should the Company issue or sell common stock or equity securities convertible into common stock at a price less than the conversion price of the U.S. Convertible Debenture 4, the conversion price of U.S. Convertible Debenture 4 will be reduced to such issuance price, and the exercise price of the warrant issuable in connection with U.S. Convertible Debenture 4 will be exercisable at a price equal to 137.5% of the adjusted conversion price at the time of conversion. The U.S. Convertible Debenture 4 has other features, such as mandatory conversion in the event the common stock trades at a particular price over a specified period of time and required redemption in the event of a “Change in Control” of the Company. The U.S. Convertible Debenture 4 is an unsecured obligation of the Company and ranks pari passu in right of payment of principal and interest with all other unsecured obligations of the Company. The Company recorded a discount in the amount of $416,653 on the U.S. Convertible Debenture 4. During the years ended May 31, 2021 and 2020, $196,753 and $138,884 of this discount was charged to operations, respectively. During the years ended May 31, 2021 and 2020, the Company accrued interest in the amounts of $47,929 and $45,942 on the U.S. Convertible Debenture 4, respectively. Also, during the years ended May 31, 2021 and 2020, the Company transferred the amounts of $0 and $48,623 from accrued interest to principal of the U.S. Convertible Debenture 4, respectively. On April 19, 2021, the U.S. Convertible Debenture 4 was amended as follows: (i) the conversion price of the debenture was reduced to $0.30 per unit; and (ii) the maturity date was extended from October 31, 2021 to October 31, 2022. This amendment was accounted for as an extinguishment of debt, and the Company recorded a loss in the amount of $271,164 during the year ended May 31, 2021. 599,101 599,101 May 31, 2021 May 31, 2020 Convertible debenture in the principal amount of $150,000 (the “U.S. Convertible Debenture 5”) dated October 26, 2018, which bears interest, payable quarterly, at a rate of 8% per annum, with interest during the first eighteen months following issuance being payable by increasing the then-outstanding principal amount of the U.S. Convertible Debenture 5. The U.S. Convertible Debenture 5 matures on a date that is three years following issuance. The U.S. Convertible Debenture 5 is convertible into Convertible Debenture Units at a conversion price of $0.80 per Convertible Debenture Unit. Each Convertible Debenture Unit consists of (i) one share of the Company’s common stock, and (ii) one-half of one warrant, with each warrant exercisable for three years to purchase a share of common stock at a price of $1.10. The value of the warrants will be recorded when the issuance becomes probable. The U.S. Convertible Debenture 5 has other features, such as mandatory conversion in the event the common stock trades at a particular price over a specified period of time and required redemption in the event of a “Change in Control” of the Company. The U.S. Convertible Debenture 5 is an unsecured obligation of the Company and ranks pari passu in right of payment of principal and interest with all other unsecured obligations of the Company. The Company recorded a discount in the amount of $120,100 on the U.S. Convertible Debenture 5. During the years ended May 31, 2021 and 2020, $40,033 and $40,033 of this discount was charged to operations, respectively. During the years ended May 31, 2021 and 2020, the Company accrued interest in the amounts of $13,513 and $12,950 on the U.S. Convertible Debenture 5, respectively. Also, during the years ended May 31, 2020 and 2019, the Company transferred the amounts of $0 and $13,743 from accrued interest to principal of the U.S. Convertible Debenture 5, respectively. 168,919 168,919 Convertible debenture payable in the principal amount of $75,000 (the “U.S. Convertible Debenture 6”) dated October 26, 2018, which bears interest, payable quarterly, at a rate of 8% per annum, with interest during the first eighteen months following issuance being payable by increasing the then-outstanding principal amount of the U.S. Convertible Debenture 6. The U.S. Convertible Debenture 6 matures on a date that is three years following issuance. The U.S. Convertible Debenture 6 is convertible into Convertible Debenture Units at a conversion price of $0.80 per Convertible Debenture Unit. Each Convertible Debenture Unit consists of (i) one share of the Company’s common stock, and (ii) one-half of one warrant, with each warrant exercisable for three years to purchase a share of common stock at a price of $1.10. The value of the warrants will be recorded when the issuance becomes probable. The U.S. Convertible Debenture 6 has other features, such as mandatory conversion in the event the common stock trades at a particular price over a specified period of time and required redemption in the event of a “Change in Control” of the Company. The U.S. Convertible Debenture 6 is an unsecured obligation of the Company and ranks pari passu in right of payment of principal and interest with all other unsecured obligations of the Company. The Company recorded a discount in the amount of $60,049 on the U.S. Convertible Debenture 6. During the years ended May 31, 2021 and 2020, $20,016 and $20,016 of this discount was charged to operations, respectively. During the years ended May 31, 2021 and 2020, the Company accrued interest in the amounts of $6,756 and $6,475 on the U.S. Convertible Debenture 6, respectively. Also, during the years ended May 31, 2021 and 2020, the Company transferred the amounts of $0 and $6,871 from accrued interest to principal of the U.S. Convertible Debenture 6, respectively. 84,459 84,459 May 31, 2021 May 31, 2020 Convertible debentures payable in the aggregate principal amount of $12,012,000 (the “Canaccord Debentures”) dated December 12, 2018, which bear interest, payable quarterly, at a rate of 8% per annum, with interest during the first eighteen months following issuance being payable by increasing the then-outstanding principal amount of the Canaccord Debentures. The Canaccord Debentures mature on a date that is three years following issuance. The Canaccord Debentures are convertible into Convertible Debenture Units at a conversion price of $0.80 per Convertible Debenture Unit. Each Convertible Debenture Unit consists of (i) one share of the Company’s common stock, and (ii) one-half of one warrant, with each warrant exercisable for three years to purchase a share of common stock at a price of $1.10. The value of the warrants will be recorded when the issuance becomes probable. The Canaccord Debentures have other features, such as mandatory conversion in the event the common stock trades at a particular price over a specified period of time and required redemption in the event of a “Change in Control” of the Company. The Canaccord Debentures are unsecured obligations of the Company and rank pari passu in right of payment of principal and interest with all other unsecured obligations of the Company. During the three months ended November 30, 2019, in two separate transactions, principal in the aggregate amount of $25,857 was converted into an aggregate of 32,321 shares of the Company’s common stock, and warrants to purchase 16,160 shares of common stock. There were no gains or losses recorded on these conversions because they were done in accordance with the terms of the original agreement. No discount was recorded for the fair value of the warrants issued. Because the market price of the Company’s common stock was less than the conversion price on the date of issuance of the Canaccord Debentures, a discount was not recorded on the Canaccord Debentures. During the years ended May 31, 2021 and 2020, the Company accrued interest in the amounts of $1,076,445 and $1,025,549 on the Canaccord Debentures, respectively. Also, during the years ended May 31, 2021 and 2020, the Company transferred the amounts of $212,601 and $984,300 from accrued interest to principal of the Canaccord Debentures, respectively. On March 31, 2021, the Canaccord Debentures were amended as follows: (i) the conversion price of the debentures was reduced to $0.30 per unit; (ii) the maturity date was extended from December 12, 2021 to December 12, 2022; (iii) the mandatory conversion threshold was reduced from a daily volume weighted average trading price of greater than $1.20 per share to $0.60 per share for the preceding ten consecutive trading days; and (iv) the exercise price of the warrants issuable upon conversion was reduced from $1.10 to $0.40 and the expiration of the warrants extended until March 31, 2024. This amendment was accounted for as an extinguishment of debt, and the Company recorded a loss in the amount of $3,286,012 during the year ended May 31, 2021. 13,500,150 13,287,549 Total - Convertible Notes Payable $ 20,095,813 $ 19,883,212 Less: Discount (35,496 ) (2,238,730 ) Convertible Notes Payable, Net of Discounts $ 2,060,317 $ 17,644,482 Total - Convertible Notes Payable, Net of Discounts, Current Portion $ 330,495 $ - Total - Convertible Notes Payable, Net of Discounts, Long-term Portion $ 19,729,822 $ 17,644,482 Discounts on notes payable amortized to interest expense – years ended May 31, 2021 and 2020, respectively $ 2,203,234 $ 1,580,280 Aggregate maturities of notes payable and convertible notes payable as of May 31, 2021 are as follows: For the twelve months ended May 31, 2022 $ 365,991 2023 19,729,822 2024 - 2025 - 2026 - Thereafter - Total $ 20,095,813 Beneficial Conversion Features Certain of the Company’s convertible notes contained conversion features that create derivative liabilities. The pricing model the Company uses for determining fair value of its derivatives is the Lattice Model. Valuations derived from this model are subject to ongoing internal and external verification and review. The model uses market-sourced inputs such as interest rates and stock price volatilities. Selection of these inputs involves management’s judgment and may impact net income. The derivative components of the notes were valued at issuance, at conversion, at restructure, and at each period end. On June 1, 2018, the Company adopted ASU 2017-11 and accordingly reclassified the fair value of the reset provisions embedded in convertible notes payable and certain warrants with embedded anti-dilutive provisions from liability to equity in the aggregate amount of $1,265,751. See note 1. Certain of the Company’s other convertible notes payable contain beneficial conversion features that are not derivatives, but which require valuation in order to determine the discount to the related convertible note payable. The value of these conversion features is calculated using the intrinsic value method, whereby the amount of the discount is calculated as the difference between the conversion price and the market price of the underlying common stock at the date of issuance multiplied by the number of shares issuable. |
CONTINGENT LIABILITY
CONTINGENT LIABILITY | 12 Months Ended |
May 31, 2021 | |
Loss Contingency [Abstract] | |
Contingencies Disclosure [Text Block] | NOTE 16 CONTINGENT LIABILITY The terms of the Company’s acquisition of Alternative Solutions, included a payment of $1,000,000 contingent upon the Oasis LLCs achieving certain revenue targets. (see note 3). The fair value of this contingent consideration at the time of the Acquisition Agreement was $678,111 as determined by the Company’s outside valuation consultants. Management reviewed the value of the contingent consideration, and concluded that, due to the increased revenue of Alternative Solutions, the fair value of this contingent liability was $1,000,000 at May 31, 2019. The Company recorded a charge to operations in the amount of $321,889 during the year ended May 31, 2019. The full amount of the bonus payment was earned, and on May 27, 2020, the Company made a payment in the amount of $850,000 to the sellers. The Company deposited the balance due to sellers of $150,000 with an escrow agent to hold pending the outcome of a tax audit. During the year ended May 31, 2020, the State of Nevada notified the Oasis LLCs that it would be conducting a tax audit for periods both before and after the closing of the sale to CLS. The tax audit was completed and the Company received a deficiency notice dated January 29, 2021. The Company paid the tax due and on February 16, 2021, $41,805 of the escrowed amount was released to the Company, $106,195 was released to sellers and the balance of $2,000 was remitted to the escrow agent as payment of its fees. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
May 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 17 STOCKHOLDERS EQUITY The Company’s authorized capital stock consists of 750,000,000 shares of common stock, par value $0.0001, at May 31, 2021 and 2020, and 20,000,000 shares of preferred stock, par value $0.001 per share. The Company had 127,221,416 and 126,521,416 shares of common stock issued and outstanding as of May 31, 2021 and 2020, respectively. Year ended May 31, 2021: Common Stock Issued and To Be Issued to Officers and Service Providers: On October 11, 2020, the Company issued 50,000 shares of common stock to a former officer. The fair value of these shares in the amount of $14,970 had been previously accrued in common stock to be issued. During the year ended May 31, 2021, the Company charged an aggregate of $80,813 to common stock subscribed representing the accrual over the vesting period of 500,000 shares of restricted common stock issuable to officers. On February 5, 2021 the Company issued 250,000 of these shares and on May 19, 2021, the Company issued the balance of the shares (a total of 500,000 shares of common stock). The fair value of these shares in the amount of $215,500 had been previously accrued in common stock to be issued. On April 1, 2021, the Company issued 150,000 shares of common stock with a fair value of $28,500 to an employee in connection with an employment agreement. The fair value on the shares in the amount of $28,500 was charged to operations. During the year ended May 31, 2021, the Company recognized the cancellation of a consulting contract, which resulted in a credit to operations in the amount of $22,500 and the cancellation of 100,000 shares of common stock to be issued. During the year ended May 31, 2021, the Company recognized the cancellation of a consulting contract, which resulted in a credit to operations in the amount of $3,250 and the cancellation of 25,000 shares of common stock to be issued. Charge to Additional Paid-in Capital for Amendment of Debt The Company charged to additional paid-in capital the amounts of $3,286,012 for the amendments to the convertible debentures dated March 31, 2021, and $2,819,667 for the amendments to the convertible debentures dated April 15 and April 19, (a total of $6,105,679) in connection with the amendment of U.S. Convertible Debentures 1, 2 and 4, and the Canaccord Debentures. See note 15. Year ended May 31, 2020: Common Stock Issued and To Be Issued to Officers and Service Providers: On July 22, 2019, the Company issued 500,000 shares of common stock with a fair value of $355,000 to Ben Sillitoe, Chief Executive Officer of CLS Nevada, in connection with his employment agreement. $325,417 was recorded during fiscal 2019, and issued from stock payable during the year ended May 31, 2020; $29,583 was charged to operations during the year ended May 31, 2020. At issuance, $50 was charged to common stock, and $354,950 was charged to additional paid-in capital. On July 22, 2019, the Company issued 50,000 shares of common stock with a fair value of $35,495 to Don Decatur, Chief Operating Officer of CLS Nevada, in connection with his employment agreement. $32,542 of this amount was recorded during fiscal 2019, and issued from stock payable during the year ended May 31, 2020; $2,958 was charged to operations during the year ended May 31, 2020. At issuance, $5 was charged to common stock, and $35,495 was charged to additional paid-in capital. During the year ended May 31, 2020, the Company charged an aggregate of $154,014 to common stock subscribed representing the accrual over the vesting period of 791,668 shares of restricted common stock issuable to officers. The Company also charged $45,000 to common stock subscribed representing the fair value of 200,000 shares of common stock to be issued to a service provider. During the year ended May 31, 2020, the Company issued 100,000 of these shares of common stock. At issuance, $22,500 was transferred from common stock subscribed; $10 was charged to common stock, and $22,490 was charged to additional paid-in capital. Common Stock and Warrants Issued upon Conversion of Notes Payable: On July 8, 2019, the Company issued 16,644 shares of common stock and three-year warrants to acquire 8,322 shares of common stock at a price of $1.10 per share (reduced to $0.40 per share as a result of the indenture amendment) to Canaccord Genuity Corp., as nominee, in connection with the conversion of a portion of the Canaccord Debentures in the principal amount of $13,315. No gain or loss was recorded on this transaction because the conversion was made pursuant to the terms of the original agreement. On July 19, 2019, the Company issued 15,677 shares of common stock and three-year warrants to acquire 7,838 shares of common stock at a price of $1.10 per share (reduced to $0.40 per share as a result of the indenture amendment) to Canaccord Genuity Corp., as nominee, in connection with the conversion of a portion of the Canaccord Debentures in the principal in the amount of $12,542. No gain or loss was recorded on this transaction because the conversion was made pursuant to the terms of the original agreement. Warrants The Company values warrants using the Black-Scholes valuation model utilizing the following variables. There were no warrant valuations performed during the years ended March 31, 2021 or 2020. The following table summarizes the significant terms of warrants outstanding at May 31, 2021. This table does not include the unit warrants. See Unit Warrants section below. Range of exercise Prices Number of warrants Outstanding Weighted average remaining contractual life (years) Weighted average exercise price of outstanding Warrants Number of warrants Exercisable Weighted average exercise price of exercisable Warrants $ 0.49 33,465,110 1.50 $ 0.49 33,465,110 $ 0.49 0.50 2,736,500 1.73 0.50 2,736,500 0.50 0.60 17,500,000 1.50 0.60 17,500,000 0.60 1.10 296,035 1.56 1.10 296,035 1.10 53,997,645 0.51 $ 0.53 53,997,645 $ 0.53 Transactions involving warrants are summarized as follows. This table does not include the unit warrants. See Unit Warrants section below. Number of Shares Weighted Average Exercise Price Warrants outstanding at May 31, 2019 54,818,985 $ 0.53 Granted 16,160 $ 1.10 Exercised - $ - Cancelled / Expired - $ - Warrants outstanding at May 31, 2020 54,835,145 $ 0.53 Granted - $ - Exercised - $ - Cancelled / Expired (837,500 ) $ 0.75 Warrants outstanding at May 31, 2021 53,997,645 $ 0.53 Unit Warrants In February and March 2018, in connection with the Westpark offering, the Company issued five-year warrants to purchase 205,238 of the Company’s units at an exercise price of $1.25 per unit. Each unit consists of four shares of common stock and one warrant to purchase a share of common stock for $0.75 per share. On June 20, 2018, in connection with the special warrant offering, the Company issued Canaccord Genuity Corp. 2,317,842 three-year broker warrants at an exercise price of C$0.45 per share as compensation. Each warrant entitles the holder to purchase one unit, which consists of one share of common stock and a warrant to purchase one share of common stock, for C$0.65 per share. These warrants were valued at $1,495,373, and this amount was charged to operations during the year ended May 31, 2019. On December 12, 2018, in connection with the issuance of the Canaccord Debentures, the Company issued Canaccord Genuity Corp. as compensation 1,074,720 three-year agent and advisory warrants. Each warrant entitles the holder to purchase a unit for $0.80, which unit consists of one share of common stock and a warrant to purchase one-half share of common stock at an exercise price of $1.10 per share. The Company, in connection with the issuance of the Canaccord Debentures, also issued to National Bank Financial Inc., as compensation, 268,680 three-year agent and advisory warrants. Each warrant entitles the holder to purchase a unit for $0.80, which unit consists of one share of common stock and a warrant to purchase one-half share of common stock at an exercise price of $1.10 per share. The aggregate value of these warrants was $874,457, which was charged to operations during the year ended May 31, 2019. Because the unit warrants are exercisable for Common Stock and warrants, they are not included in the warrant tables above. |
GAIN ON SETTLEMENT OF LIABILITI
GAIN ON SETTLEMENT OF LIABILITIES | 12 Months Ended |
May 31, 2021 | |
Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract] | |
Other Liabilities Disclosure [Text Block] | NOTE 18 GAIN ON SETTLEMENT OF LIABILITIES On August 14, 2019, the Company made a payment to 4Front Advisors to settle its dispute with Alternative Solutions and its former owners and the Oasis Note was reduced in accordance with its terms. In addition, the amount of $275,000, which the Company had accrued with respect to this dispute, was extinguished resulting in a gain of $275,000. |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 12 Months Ended |
May 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | NOTE 19 FAIR VALUE OF FINANCIAL INSTRUMENTS The Company has issued convertible notes containing beneficial conversion features. One of the features is a ratchet reset provision which, in general, reduces the conversion price should the Company issue equity with an effective price per share that is lower than the stated conversion price in the note. The Company accounts for the fair value of the conversion feature in accordance with ASC 815- Accounting for Derivatives and Hedging and Emerging Issues Task Force (“EITF”) 07-05- Determining Whether an Instrument (or Embedded Feature) Is Indexed to an Entity’s Own Stock (“EITF 07-05”). The Company carries the embedded derivative on its balance sheet at fair value and accounts for any unrealized change in fair value as a component of its results of operations. The Company also had a contingent liability in connection with the acquisition of Alternative Solutions. The following summarizes the Company’s financial liabilities that are recorded at fair value on a recurring basis at May 31, 2021 and 2020: May 31, 2021 Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities $ - $ - $ - $ - May 31, 2020 Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities $ - $ - $ - $ - |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
May 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | NOTE 20 RELATED PARTY TRANSACTIONS As of May 31, 2021 and 2010, the Company had accrued salary due to Michael Abrams, a former officer of the Company prior to his September 1, 2015 termination, in the amount of $16,250. On July 31, 2018, the Company granted Ben Sillitoe, the former Chief Executive Officer of CLS Nevada, Inc. a one-time signing bonus of 500,000 shares of restricted common stock, which became fully vested one year from the effective date of his employment agreement. These shares were valued at $355,000 and were amortized over the vesting period. As of May 31, 2021 and 2020, $0 and $29,583 had been charged to operations, respectively. On July 22, 2019, the Company issued these shares to Mr. Ben Sillitoe. On July 31, 2018, the Company granted Mr. Don Decatur, the former Chief Operating Officer of CLS Nevada, Inc. a one-time signing bonus of 50,000 shares of restricted common stock, which became fully vested one year from the effective date of his employment agreement. These shares were valued at $35,000 and were amortized over the vesting period. As of May 31, 2021 and 2020, $0 and $2,958 had been charged to operations, respectively. On July 22, 2019, the Company issued these shares to Mr. Decatur. On each of February 5, 2021 and May 19, 2021, the Company issued 250,000 shares of common stock to Andrew Glashow, the Company’s President and Chief Operating Officer (a total of 500,000 shares) pursuant to an employment agreement. The fair value of these shares in the amount of $215,500 was amortized over the vesting period, resulting in charges to operations in the amounts of $26,938 during the year ended May 31, 2019; $107,751 during the year ended May 31, 2020; and $80,811 during the year ended May 31, 2021. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
May 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | NOTE 21 INCOME TAXES The Company accounts for income taxes under FASB ASC 740-10, which provides for an asset and liability approach of accounting for income taxes. Under this approach, deferred tax assets and liabilities are recognized based on anticipated future tax consequences, using currently enacted tax laws, attributed to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts calculated for income tax purposes. The components of the income tax provision include: Aggregate revenue (2019-2021) $ 39,668,764 Directly attributable costs (27,810,215 ) Deferred 11,858,549 Tax rate 21 % Tax expense $ 2,490,295 Note: Change in uncertain tax position with all tax expense recorded in current year due to change in estimate. No prior year net operating loss was considered. The tax effects of the temporary differences that give rise to the Company’s estimated deferred tax assets and liabilities are as follows: Year Ended May 31, 2021 2020 Federal and state statutory tax 21 % 21 % Net operating loss carryforward $ 1,566,016 $ 2,538,429 Valuation allowance for deferred tax assets (1,566,016 ) (2,538,429 ) Deferred tax assets $ - $ - The total net operating loss carryforward at May 31, 2021 was $7,457,218. Section 280E of the Internal Revenue Code, as amended, prohibits businesses from deducting certain expenses associated with trafficking controlled substances (within the meaning of Schedule I and II of the Controlled Substances Act). The IRS has invoked Section 280E in tax audits against various cannabis businesses in the U.S. that are permitted under applicable state laws. Although the IRS has issued a clarification allowing the deduction of certain expenses, the bulk of operating costs and general administrative costs are generally not permitted to be deducted. The operations of certain of the Company’s subsidiaries are subject to Section 280E. This results in permanent differences between ordinary and necessary business expenses deemed non-deductible under IRC Section 280E. Therefore, the effective tax rate can be highly variable and may not necessarily correlate with pre-tax income or loss. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
May 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 22 COMMITMENTS AND CONTINGENCIES Lease Arrangements The Company leases several facilities for office, warehouse, and retail space. Currently lease commitments are as follows: ● A lease that commenced in February 2019 for 1,400 square feet of office space located at 1718 Industrial Road, Las Vegas, NV 89102, for a term of eighteen months, and for the rent of $1,785 per month. In June 2020, this lease was extended to August 31, 2022, with the monthly rent increasing to $1,866.70 until September 2021, after which time it will be subject to annual increases of 3%. ● A lease that commenced January 2018 for 1,000 square feet of storefront space plus 5,900 square feet of warehouse space located at 1800 Industrial Road, Suites 102, 160, and 180, Las Vegas, NV 89102, for a term of five years and for initial base rent of $7,500 per month, with annual increases of 3%. In February 2020, this lease was extended to February 28, 2030 and the monthly rent was increased by $600. ● A lease that commenced in February 2019 for 2,504 square feet of office space located at 1800 Industrial Road, Suite 100, Las Vegas, NV 89102 for a term of eighteen months and for initial rent of $3,210 per month, with annual increases of 4%. In February 2020, this lease was extended to February 28, 2030, and the lease was modified to include annual rent increases of 3%. ● A lease that commenced in January 2016 for 22,000 square feet of warehouse space located at 203 E. Mayflower Avenue, North Las Vegas, NV 89030 for a term of five years and initial rent of $11,000 per month, which amount increased to $29,000 per month on January 1, 2020. In June 2020, this lease was extended to February 28, 2026, and the monthly rent was amended as follows: $25,000 for the months of April, May, and June 2020; $22,500 for the months of March 2021 through February 2022; $23,175 for the months of March 2022 through February 2023; 23,870 for the months of March 2023 through February 2024; $24,586 for the months of March 2024 through February 2025; and $25,323 for the months of March 2025 through February 2026. In connection with the Company’s planned Colorado operations, on April 17, 2015, pursuant to an Industrial Lease Agreement (the “Lease”), CLS Labs Colorado leased 14,392 square feet of warehouse and office space (the “Leased Real Property”) in a building in Denver, Colorado where certain intended activities, including growing, extraction, conversion, assembly and packaging of cannabis and other plant materials, are permitted by and in compliance with state, city and local laws, rules, ordinances and regulations. The Lease had an initial term of seventy-two (72) months and provided CLS Labs Colorado with two options to extend the term of the lease by up to an aggregate of ten (10) additional years. In August 2017, as a result of the Company’s decision to suspend its proposed operations in Colorado, CLS Labs Colorado asked its landlord to be relieved from its obligations under the Lease, but the parties have not yet reached an agreement on how to proceed. In August 2017, the Company’s Colorado subsidiary received a demand letter from its Colorado landlord requesting the forfeiture of the $50,000 security deposit, $10,000 in expenses, $15,699 in remaining rent due under the lease agreement and $30,000 to buy out the remaining amounts due under the lease. These expenses, which are a liability of the Company’s Colorado subsidiary, have been accrued on the balance sheet as of February 28, 2021. Contingent Liability At the time of closing of the Acquisition Agreement, Alternative Solutions owed certain amounts to a consultant known as 4Front Advisors, which amount was in dispute. In August 2019, the Company made a payment to this company to settle this dispute and the Oasis Note was reduced accordingly. Employment Agreements CLS Labs and Jeffrey Binder entered into a five-year employment agreement effective October 1, 2014. Under the agreement, Mr. Binder serves as CLS Labs’ Chairman and Chief Executive Officer and is entitled to receive an annual salary of $150,000. Under the agreement, Mr. Binder is also entitled to receive a performance bonus equal to 2% of CLS Labs’ annual EBITDA, up to a maximum annual cash compensation of $1 million (including his base salary), and annual stock options, exercisable at the fair market value of CLS Labs’ common stock on the date of grant, in an amount equal to 2% of its annual EBITDA up to $42.5 million and 4% of its annual EBITDA in excess of $42.5 million. On April 28, 2015, CLS Labs and the Company entered into an addendum to Mr. Binder’s employment agreement whereby Mr. Binder agreed that following the merger of CLS Labs and a subsidiary of the Company, in addition to his obligations to CLS Labs, he would serve the Company and its subsidiaries in such roles as the Company may request. In exchange, the Company agreed to assume the obligations of CLS Labs to grant Mr. Binder annual stock options, as referenced above. On July 20, 2016, March 31, 2017, August 23, 2017, October 9, 2017, January 5, 2018 and April 6, 2018, the Company issued Mr. Binder convertible notes in exchange for $250,000, $112,500, $62,500, $39,521, $37,500 and $37,500 respectively, in deferred salary, among other amounts owed to Mr. Binder by the Company. On October 14, 2019 but effective October 1, 2019, CLS Labs, Inc., the Company, and Jeffrey Binder entered into an amendment to Mr. Binder’s employment agreement to provide that the Company would assume all obligations of CLS Labs under the employment agreement. The amendment also extends the term of Mr. Binder’s employment agreement by three years instead of relying on the automatic one-year renewal provision in the employment agreement, and increases Mr. Binder’s annual base salary to $200,000. Additionally, the amendment provides for certain change of control provisions, including a payment of up to three years base salary and bonuses up to a maximum of $1,000,000, if Mr. Binder resigns or is terminated in connection with a change in control of the Company. In connection with the amendment, the parties also amended and restated that certain Confidentiality, Non-Compete and Property Rights Agreement entered into by and between RJF Labs, Inc. (now CLS Labs), and Mr. Binder effective as of July 16, 2014. On July 31, 2018, the Company and Mr. Sillitoe entered into a one-year employment agreement. Pursuant to the agreement, Mr. Sillitoe commenced serving as the Chief Executive Officer of CLS Nevada, Inc. effective July 1, 2018. Under the agreement, Mr. Sillitoe is entitled to receive an annual salary of $150,000. Further, he is entitled to receive a performance bonus equal to 2% of the annual EBITDA of CLS Nevada, Inc., and annual restricted stock awards of the Company’s common stock in an amount equal to 3% of the annual EBITDA of CLS Nevada, Inc. Additionally, Mr. Sillitoe received a one-time signing bonus of 500,000 shares of restricted common stock, which became fully vested one year from the effective date of his employment agreement. On July 31, 2019, CLS Nevada, Inc. and Mr. Sillitoe amended Mr. Sillitoe’s employment agreement to effect the original intention of the parties that the performance bonus would be based on the results of Alternative Solutions and not CLS Nevada, Inc. On April 16, 2020, CLS Nevada, Inc. notified Mr. Sillitoe of its intent not to renew the employment agreement upon its termination on June 30, 2020. CLS Nevada, Inc. and Mr. Decatur entered into a one-year employment agreement effective July 31, 2018. Pursuant to the agreement, Mr. Decatur commenced serving as the Chief Operating Officer of CLS Nevada, Inc. on July 1, 2018. Under the agreement, Mr. Decatur is entitled to receive an annual salary of $150,000. Further, he is entitled to receive a performance bonus equal to 2% of the annual EBITDA of CLS Nevada, Inc., and annual restricted stock awards of the Company’ common stock in an amount equal to 3% of the annual EBITDA of CLS Nevada, Inc. Additionally, Mr. Decatur received a one-time signing bonus of 50,000 shares of restricted common stock, which became fully vested one year from the effective date of his employment agreement. On May 14, 2019, CLS Nevada and Mr. Decatur entered into an amendment to his employment agreement to extend the term of Mr. Decatur's employment agreement by two years instead of relying on the automatic one-year renewal provision in the employment agreement. On July 31, 2019, CLS Nevada, Inc. and Mr. Decatur amended Mr. Decatur’s employment agreement to effect the original intention of the parties that the performance bonus would be based on the results of Alternative Solutions and not CLS Nevada, Inc. On December 16, 2019, Mr. Decatur resigned from his position as Chief Operating Officer of CLS Nevada, Inc., effective immediately, for personal reasons. On March 1, 2019, the Company and Mr. Glashow entered into a two-year employment agreement and Mr. Glashow commenced serving as the Company’s President and Chief Operating Officer. Under the agreement, Mr. Glashow is entitled to receive an annual salary of $175,000. Further, he is entitled to receive a performance bonus equal to 1% of the Company’s annual EBITDA, and annual restricted stock awards in an amount equal to 1% of the Company’s annual EBITDA. Additionally, Mr. Glashow is entitled to a one-time signing bonus of 500,000 shares of the Company’s restricted common stock, half of which vested on March 1, 2020, and half of which vested on March 1, 2021. Effective March 1, 2019, and in connection with the employment agreement, Mr. Glashow and the Company entered into a Confidentiality, Non-Compete and Proprietary Rights Agreement. Pursuant thereto, Mr. Glashow agreed (i) not to compete with us during the term of his employment and for a period of one year thereafter, (ii) not to release or disclose our confidential information, and (iii) to assign the rights to all work product to us, among other terms. On October 14, 2019, but effective October 1, 2019, the Company and Mr. Glashow entered into an amendment to his employment agreement to extend the term by one year instead of relying on the automatic one-year renewal provision in the employment agreement, and to increase Mr. Glashow’s annual base salary to $200,000. The amendment also provides that in addition to his base salary, Mr. Glashow is entitled to receive, on an annual basis, a performance-based bonus equal to two percent (2%) of the Company’s annual EBITDA up to a maximum annual cash compensation of $1 million including base salary, and annual stock options, exercisable at the fair market value of the Company’s common stock on the effective date of grant, in an amount equal to 2% of the Company’s EBITDA up to $42.5 million and 4% of its annual EBITDA in excess of $42.5 million. Additionally, the amendment provides for certain change of control provisions, including a payment of up to three years base salary and bonuses up to a maximum of $1,000,000, if Mr. Glashow resigns or is terminated in connection with a change in control of the Company. On May 2, 2019, the Company and Gregg Carlson entered into a one-year employment agreement. Pursuant to the employment agreement, Mr. Carlson commenced serving as the Company’s Chief financial Officer on May 1, 2019 and continued his employment with us pursuant to the terms of his one-year employment agreement with Alternative Solutions effective April 8, 2019. Mr. Carlson received an annual salary of $110,000, and received a one-time signing bonus of 50,000 shares of restricted common stock of the Company, which became fully vested one year from the effective date of his employment agreement. On December 16, 2020, Gregg Carlson resigned from all of his positions with Alternative Solutions and the Company, effective immediately, for personal reasons. At May 31, 2021 and 2020, the Company had accrued salary due to Michael Abrams, a former officer of the Company, prior to his September 1, 2015 termination, in the amount of $16,250. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
May 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE 23 SUBSEQUENT EVENTS The Company has evaluated events through the date the financial statements and has determined that there were no additional material subsequent events. Note Receivable Settlement On June 14, 2021, the parties to the IGH lawsuit entered into a confidential settlement agreement to resolve the action and a secured promissory note dated and executed by IGH in favor of the Company effective on June 11, 2021. Pursuant to the promissory note, IGH shall pay the Company $3,000,000, $500,000 of which was due and payable on or before June 21, 2021. A second payment of $500,000 was due and payable on or before July 12, 2021. The remaining $2,000,000 and accrued interest shall be paid in 12 equal, monthly installments beginning on August 12, 2021, pursuant to the terms of the promissory note. Canaccord Note Conversion On June 17, 2021, the Company issued 936,666 shares of common stock and three-year warrants to acquire 468,333 shares of common stock at a price of 0.30 per share to Canaccord Genuity Corp. in connection with the conversion of a portion of the Canaccord Debentures in the principal amount of $281,000. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
May 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States and are expressed in US dollars. The Company has adopted a fiscal year end of May 31st. |
Consolidation, Policy [Policy Text Block] | Principals of Consolidation The accompanying consolidated financial statements include the accounts of CLS Holdings USA, Inc., and its direct and indirect wholly owned operating subsidiaries, CLS Nevada, Inc., (“CLS Nevada”), CLS Labs, Inc. (“CLS Labs”), CLS Labs Colorado, Inc. (“CLS Colorado”), CLS Massachusetts, Inc. (“CLS Massachusetts”), and Alternative Solutions, LLC (“Alternative Solutions”). Alternative Solutions is the sole owner of the following three entities (collectively, the “Oasis LLCs”): Serenity Wellness Center, LLC (“Serenity Wellness Center”); Serenity Wellness Products, LLC (“Serenity Wellness Products”); and Serenity Wellness Growers, LLC (“Serenity Wellness Growers”). All material intercompany transactions have been eliminated upon consolidation of these entities. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Reclassification, Comparability Adjustment [Policy Text Block] | Reclassification Certain amounts in the prior period have been reclassified to conform to the current period presentation. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less to be cash equivalents. The Company had cash and cash equivalents of $1,665,263 and $2,925,568 as of May 31, 2021 and 2020. |
Receivables, Trade and Other Accounts Receivable, Allowance for Doubtful Accounts, Policy [Policy Text Block] | Allowance for Doubtful Accounts The Company generates the majority of its revenues and corresponding accounts receivable from the sale of cannabis, and cannabis related products. The Company evaluates the collectability of its accounts receivable considering a combination of factors. In circumstances where it is aware of a specific customer’s inability to meet its financial obligations to it, the Company records a specific reserve for bad debts against amounts due in order to reduce the net recognized receivable to the amount it reasonably believes will be collected. For all other customers, the Company recognizes reserves for bad debts based on past write-off experience and the length of time the receivables are past due. The Company had $15,798 and $108,392 in bad debt expense during the years ended May 31, 2021 and 2020, respectively. |
Inventory, Policy [Policy Text Block] | Inventory Inventories are stated at the lower of cost or market. Cost is determined using a perpetual inventory system whereby costs are determined by acquisition costs of individual items included in inventory. Market is determined based on net realizable value. Appropriate consideration is given to obsolescence, excessive levels, deterioration, and other factors in evaluating net realizable values. Our cannabis products consist of prepackaged purchased goods ready for resale, along with produced edibles and extracts developed under our production license. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property, Plant, and Equipment Property and equipment is recorded at the lower of cost or estimated net recoverable amount, and is depreciated using the straight-line method over its estimated useful life. Property acquired in a business combination is recorded at estimated initial fair value. Property, plant, and equipment are depreciated using the straight-line method based on the lesser of the estimated useful lives of the assets or the lease term based upon the following life expectancy: Years Office equipment 3 to 5 Furniture & fixtures 3 to 7 Machinery & equipment 3 to 10 Leasehold improvements Term of lease Repairs and maintenance expenditures are charged to operations as incurred. Major improvements and replacements, which extend the useful life of an asset, are capitalized and depreciated over the remaining estimated useful life of the asset. When assets are retired or sold, the cost and related accumulated depreciation are eliminated and any resulting gain or loss is reflected in operations |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Long-Lived Assets The Company reviews its property and equipment and any identifiable intangibles including goodwill for impairment on an annual basis utilizing the guidance set forth in the Statement of Financial Accounting Standards Board ASC 350 “Intangibles – Goodwill and Other” and ASC 360 “Property, Plant, and Equipment.” As a result of the impairment test, it was determined that the net carrying value of goodwill exceeded the fair value by $25,185,003, and the Company recorded an impairment charge to operations during the year ended May 31, 2020 in the amount of $25,185,003. At May 31, 2021, the net carrying value of goodwill on the Company’s balance sheet remained at $557,896. |
Comprehensive Income, Policy [Policy Text Block] | Comprehensive Income ASC 220-10-15 “Reporting Comprehensive Income,” establishes standards for reporting and displaying of comprehensive income, its components and accumulated balances. Comprehensive income is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. Among other disclosures, ASC 220-10-15 requires that all items that are required to be recognized under current accounting standards as components of comprehensive income be reported in a financial statement that is displayed with the same prominence as other financial statements. The Company does not have any items of comprehensive income in any of the periods presented. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentrations of Credit Risk The Company maintains its cash in bank deposit accounts and other accounts, the balances of which at times may be uninsured or exceed federally insured limits. From time to time, some of the Company’s funds are also held by escrow agents; these funds may not be federally insured. The Company continually monitors its banking relationships and consequently has not experienced any losses in such accounts. |
Advertising Cost [Policy Text Block] | Advertising and Marketing Costs All costs associated with advertising and promoting products are expensed as incurred. Total recognized advertising and marketing expenses were $1,237,326 and $836,000 for the years ended May 31, 2021 and 2020, respectively. |
Research, Development, and Computer Software, Policy [Policy Text Block] | Research and Development Research and development expenses are charged to operations as incurred. The Company incurred research and development costs of $37,122 and $0 for the years ended May 31, 2021 and 2020, respectively. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments Pursuant to Accounting Standards Codification (“ASC”) No. 825 - Financial Instruments A three-tier fair value hierarchy is used to prioritize the inputs in measuring fair value as follows: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable, either directly or indirectly. Level 3 - Significant unobservable inputs that cannot be corroborated by market data. |
Revenue [Policy Text Block] | Revenue Recognition Revenue from the sale of cannabis products is recognized by Oasis at the point of sale, at which time payment is received. Management estimates an allowance for sales returns. The Company also recognizes revenue from Serenity Wellness Products LLC and Serenity Wellness Growers LLC, d/b/a City Trees (“City Trees”). City Trees recognizes revenue from the sale of the following cannabis products and services to licensed dispensaries within the State of Nevada: ● Premium organic medical cannabis sold wholesale to licensed retailers ● Recreational marijuana cannabis products sold wholesale to licensed distributors and retailers ● Extraction products such as oils and waxes derived from in-house cannabis production ● Processing and extraction services for licensed medical cannabis cultivators in Nevada ● High quality cannabis strains in the form of vegetative cuttings for sale to licensed medical cannabis cultivators in Nevada Effective June 1, 2018, the Company adopted ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from commercial sales of products and licensing agreements by applying the following steps: (1) identifying the contract with a customer; (2) identifying the performance obligations in the contract; (3) determining the transaction price; (4) allocating the transaction price to each performance obligation in the contract; and (5) recognizing revenue when each performance obligation is satisfied. For the comparative periods, revenue has not been adjusted and continues to be reported under ASC 605 — Revenue Recognition. Under ASC 605, revenue is recognized when the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) the performance of the service has been rendered to a customer or delivery has occurred; (3) the amount of fee to be paid by a customer is fixed and determinable; and (4) the collectability of the fee is reasonably assured. There was no impact on the Company’s financial statements as a result of adopting Topic 606 for the years ended May 31, 2021 and 2020. Disaggregation of Revenue The following table represents a disaggregation of revenue for the years ended May 31, 2021 and 2020: 2021 2020 Cannabis Dispensary $ 14,595,115 $ 9,365,105 Cannabis Production 4,696,972 2,552,524 $ 19,292,087 $ 11,917,629 |
Earnings Per Share, Policy [Policy Text Block] | Basic and Diluted Earnings or Loss Per Share Basic net earnings per share is based on the weighted average number of shares outstanding during the period, while fully diluted net earnings per share is based on the weighted average number of shares of common stock and potentially dilutive securities assumed to be outstanding during the period using the treasury stock method. Potentially dilutive securities consist of options and warrants to purchase common stock, and convertible debt. Basic and diluted net loss per share are computed based on the weighted average number of shares of common stock outstanding during the period. At May 31, 2021 and 2020, the Company excluded from the calculation of fully diluted shares outstanding the following shares because the result would have been anti-dilutive: At May 31, 2021 a total of 129,623,809 shares (53,997,645 issuable upon the exercise of warrants, 7,676,974 issuable upon the exercise of unit warrants, 67,106,559 issuable upon the conversion of convertible notes payable and accrued interest, and 70,000 in stock to be issued). At May 31, 2020 a total of 88,130,526 shares (54,835,145 issuable upon the exercise of warrants, 7,676,974 issuable upon the exercise of unit warrants, 25,131,739 issuable upon the conversion of convertible notes payable and accrued interest, and 486,668 in stock to be issued). The Company uses the treasury stock method to calculate the impact of outstanding stock options and warrants. Stock options and warrants for which the exercise price exceeds the average market price over the period have an anti-dilutive effect on earnings per common share and, accordingly, are excluded from the calculation. A net loss causes all outstanding stock options and warrants to be antidilutive. As a result, the basic and dilutive losses per common share are the same for the years ended May 31, 2021 and 2020. |
Income Tax, Policy [Policy Text Block] | Income Taxes The Company accounts for income taxes under the asset and liability method in accordance with ASC 740. The Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The components of the deferred tax assets and liabilities are classified as current and non-current based on their characteristics. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. Section 280E of the Internal Revenue Code, as amended, prohibits businesses from deducting certain expenses associated with trafficking controlled substances (within the meaning of Schedule I and II of the Controlled Substances Act). The IRS has invoked Section 280E in tax audits against various cannabis businesses in the U.S. that are permitted under applicable state laws. Although the IRS has issued a clarification allowing the deduction of certain expenses, the bulk of operating costs and general administrative costs are generally not permitted to be deducted. The operations of certain of the Company’s subsidiaries are subject to Section 280E. This results in permanent differences between ordinary and necessary business expenses deemed non-deductible under IRC Section 280E. Therefore, the effective tax rate can be highly variable and may not necessarily correlate with pre-tax income or loss. |
Commitments and Contingencies, Policy [Policy Text Block] | Commitments and Contingencies Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims brought to such legal counsel’s attention as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Codification (“ASC”) No. 2016-02, Leases (Topic 842): Accounting for Leases. This update requires that lessees recognize right-of-use assets and lease liabilities that are measured at the present value of the future lease payments at the lease commencement date. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee will largely remain unchanged and shall continue to depend on its classification as a finance or operating lease. The Company has performed a comprehensive review in order to determine what changes were required to support the adoption of this new standard. The Company adopted the ASU and related amendments on June 1, 2019 and has elected certain practical expedients permitted under the transition guidance. The Company has elected the optional transition method that allows for a cumulative-effect adjustment in the period of adoption and will not restate prior periods. Under the new guidance, the majority of the Company’s leases continue to be classified as operating. During the first quarter of fiscal 2020, the Company completed its implementation of its processes and policies to support the new lease accounting and reporting requirements. This resulted in an initial increase in both its total assets of $2,703,821 and total liabilities in the amount of $2,675,310. In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment, which simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. In computing the implied fair value of goodwill under Step 2, current U.S. GAAP requires the performance of procedures to determine the fair value at the impairment testing date of assets and liabilities (including unrecognized assets and liabilities) following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, the amendments under this ASU require the goodwill impairment test to be performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The ASU became effective for the Company on January 1, 2020. During the year ended May 31, 2020, the Company recorded an impairment of goodwill in the amount of $25,185,003 pursuant to ASU No. 2017-04. There are various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s consolidated financial position, results of operations or cash flows. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
May 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) [Line Items] | |
Property, Plant and Equipment [Table Text Block] | Property, plant and equipment consisted of the following at May 31, 2021 and 2020: May 31, May 31, 2021 2020 Office equipment $ 120,068 $ 94,887 Furniture & fixtures 145,103 144,025 Machinery & equipment 1,823,094 1,741,830 Leasehold improvements 2,822,017 2,662,967 Less: accumulated depreciation (1,434,614 ) (868,200 ) Property and equipment, net $ 3,475,668 $ 3,775,509 |
Disaggregation of Revenue [Table Text Block] | The following table represents a disaggregation of revenue for the years ended May 31, 2021 and 2020: 2021 2020 Cannabis Dispensary $ 14,595,115 $ 9,365,105 Cannabis Production 4,696,972 2,552,524 $ 19,292,087 $ 11,917,629 |
Estimated Useful LIfe [Member] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) [Line Items] | |
Property, Plant and Equipment [Table Text Block] | Property and equipment is recorded at the lower of cost or estimated net recoverable amount, and is depreciated using the straight-line method over its estimated useful life. Property acquired in a business combination is recorded at estimated initial fair value. Property, plant, and equipment are depreciated using the straight-line method based on the lesser of the estimated useful lives of the assets or the lease term based upon the following life expectancy: Years Office equipment 3 to 5 Furniture & fixtures 3 to 7 Machinery & equipment 3 to 10 Leasehold improvements Term of lease |
PREPAID EXPENSES AND OTHER CU_2
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables) | 12 Months Ended |
May 31, 2021 | |
Disclosure Text Block Supplement [Abstract] | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Table Text Block] | Prepaid expenses and other current assets consisted of the following at May 31, 2021 and 2020: May 31, May 31, 2021 2020 Deposits $ 2,244 2,315 Prepaid expenses 250,069 231,777 Other receivables 10,000 - Total $ 262,313 $ 234,092 |
INVENTORY (Tables)
INVENTORY (Tables) | 12 Months Ended |
May 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current [Table Text Block] | Inventory, consisting of material, overhead, labor, and manufacturing overhead, is stated at the lower of cost (first-in, first-out) or market, and consists of the following: May 31, May 31, 2021 2020 Raw materials $ 344,085 $ 134,697 Finished goods 883,967 440,545 Total $ 1,228,052 $ 575,242 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 12 Months Ended |
May 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property, plant and equipment consisted of the following at May 31, 2021 and 2020: May 31, May 31, 2021 2020 Office equipment $ 120,068 $ 94,887 Furniture & fixtures 145,103 144,025 Machinery & equipment 1,823,094 1,741,830 Leasehold improvements 2,822,017 2,662,967 Less: accumulated depreciation (1,434,614 ) (868,200 ) Property and equipment, net $ 3,475,668 $ 3,775,509 |
RIGHT TO USE ASSETS AND LIABI_2
RIGHT TO USE ASSETS AND LIABILITIES - OPERATING LEASES (Tables) | 12 Months Ended |
May 31, 2021 | |
Disclosure Text Block [Abstract] | |
Lease, Cost [Table Text Block] | Right to use assets – operating leases are summarized below: May 31, 2021 Amount at inception of leases $ 3,891,437 Amount amortized (1,641,428 ) Balance – May 31, 2021 $ 2,250,009 Amount at inception of leases $ 3,848,038 Amount amortized (1,581,619 ) Balance – May 31, 2021 $ 2,266,419 May 31, 2021 Warehouses and offices $ 2,250,009 Lease liability $ 2,266,419 Less: current portion (287,125 ) Lease liability, non-current $ 1,979,294 |
Lessee, Operating Lease, Liability, Maturity [Table Text Block] | Maturity analysis under these lease agreements is as follows: Twelve months ended May 31, 2022 $ 458,148 Twelve months ended May 31, 2023 449,071 Twelve months ended May 31, 2024 458,205 Twelve months ended May 31, 2025 471,732 Twelve months ended May 31, 2026 407,415 Thereafter 719,933 Total $ 2,964,504 Less: Present value discount (698,085 ) Lease liability $ 2,266,419 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
May 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | Intangible assets consisted of the following at May 31, 2021 and 2020: May 31, 2021 Accumulated Gross Amortization Net Intellectual Property $ 319,600 $ (93,217 ) $ 226,383 License & Customer Relations 990,000 (144,375 ) 845,625 Tradenames - Trademarks 301,000 (87,792 ) 213,208 Non-compete Agreements 27,000 (27,000 ) - Domain Names 25,993 (6,019 ) 19,974 Total $ 1,663,593 $ (358,403 ) $ 1,305,190 May 31, 2020 Accumulated Gross Amortization Net Intellectual Property $ 319,600 $ (61,257 ) $ 258,343 License & Customer Relations 990,000 (94,875 ) 895,125 Tradenames - Trademarks 301,000 (57,692 ) 243,308 Non-compete Agreements 27,000 (25,882 ) 1,118 Domain Names 25,993 (2,683 ) 23,310 Total $ 1,663,593 $ (242,389 ) $ 1,421,204 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Total amortization expense charged to operations for the years ended May 31, 2021 and 2020 was $116,014 and $125,913, respectively. Amount to be amortized during the twelve months ended May 31, 2022 $ 111,989 2023 111,989 2024 111,989 2025 111,989 2026 111,989 Thereafter 745,245 $ 1,305,190 |
OTHER ASSETS (Tables)
OTHER ASSETS (Tables) | 12 Months Ended |
May 31, 2021 | |
Other Non-current Assets Disclosure [Abstract] | |
Schedule of Other Assets [Table Text Block] | Other assets included the following as of May 31, 2021 and May 31, 2020: May 31, May 31, 2021 2020 Security deposits 167,455 167,455 $ 167,455 $ 167,455 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 12 Months Ended |
May 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | Accounts payable and accrued liabilities consisted of the following at May 31, 2021 and 2020: May 31, May 31, 2021 2020 Trade accounts payable $ 771,843 $ 591,060 Accrued payroll and payroll taxes 279,721 212,361 Accrued liabilities 557,061 369,462 Total $ 1,608,625 $ 1,172,883 |
NOTES PAYABLE AND CONVERTIBLE_2
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Tables) | 12 Months Ended |
May 31, 2021 | |
Debt Disclosure [Abstract] | |
Convertible Debt [Table Text Block] | May 31, 2021 May 31, 2020 Convertible debenture in the principal amount of $4,000,000 (the “U.S. Convertible Debenture 1”) dated October 31, 2018, which bears interest, payable quarterly, at a rate of 8% per annum, with interest during the first eighteen months following issuance being payable by increasing the then-outstanding principal amount of the U.S. Convertible Debenture 1. The U.S. Convertible Debenture 1 matures on a date that is three years following issuance. The U.S. Convertible Debenture 1 is convertible into units (the “Convertible Debenture Units”) at a conversion price of $0.80 per Convertible Debenture Unit. Each Convertible Debenture Unit consists of (i) one share of the Company’s common stock, and (ii) one-half of one warrant, with each warrant exercisable for three years to purchase a share of common stock at a price of $1.10. The value of the warrants will be recorded when the issuance becomes probable. On July 26, 2019, U.S. Convertible Debenture 1 was amended such that, should the Company issue or sell common stock or equity securities convertible into common stock at a price less than the conversion price of the U.S. Convertible Debenture 1, the conversion price of U.S. Convertible Debenture 1 will be reduced to such issuance price, and the exercise price of the warrant issuable in connection with U.S. Convertible Debenture 1 will be exercisable at a price equal to 137.5% of the adjusted conversion price at the time of conversion. The U.S. Convertible Debenture 1 has other features, such as mandatory conversion in the event the common stock trades at a particular price over a specified period of time and required redemption in the event of a “Change in Control” of the Company. The U.S. Convertible Debenture 1 is an unsecured obligation of the Company and ranks pari passu in right of payment of principal and interest with all other unsecured obligations of the Company. The Company recorded a discount in the amount of $3,254,896 on the U.S. Convertible Debenture 1. During the years ended May 31, 2021 and 2020, $1,537,034 and $1,084,695 of this discount was charged to operations, respectively. During the years ended May 31, 2021 and 2020, the Company accrued interest in the amounts of $360,357 and $344,962 on the U.S. Convertible Debenture 1, respectively. Also, during the years ended May 31, 2021 and 2020, the Company transferred the amounts of $0 and $370,057 from accrued interest to principal of the U.S. Convertible Debenture 1, respectively. On April 15, 2021, the U.S. Convertible Debenture 1 was amended as follows: (i) the conversion price of the debenture was reduced to $0.30 per unit; and (ii) the maturity date was extended from October 31, 2021 to October 31, 2022. This amendment was accounted for as an extinguishment of debt, and the Company recorded a loss in the amount of $2,038,803 during the year ended May 31, 2021 in connection with this amendment. 4,504,457 4,504,457 May 31, 2021 May 31, 2020 Convertible debenture in the principal amount of $1,000,000 (the “U.S. Convertible Debenture 2”) dated October 31, 2018, which bears interest, payable quarterly, at a rate of 8% per annum, with interest during the first eighteen months following issuance being payable by increasing the then-outstanding principal amount of the U.S. Convertible Debenture 2. The U.S. Convertible Debenture 2 matures on a date that is three years following issuance. The U.S. Convertible Debenture 2 is convertible into Convertible Debenture Units at a conversion price of $0.80 per Convertible Debenture Unit. Each Convertible Debenture Unit consists of (i) one share of the Company’s common stock, and (ii) one-half of one warrant, with each warrant exercisable for three years to purchase a share of common stock at a price of $1.10. The value of the warrants will be recorded when the issuance becomes probable. On July 26, 2019, U.S. Convertible Debenture 2 was amended such that, should the Company issue or sell common stock or equity securities convertible into common stock at a price less than the conversion price of the U.S. Convertible Debenture 2, the conversion price of U.S. Convertible Debenture 2 will be reduced to such issuance price, and the exercise price of the warrant issuable in connection with U.S. Convertible Debenture 2 will be exercisable at a price equal to 137.5% of the adjusted conversion price at the time of conversion. The U.S. Convertible Debenture 2 has other features, such as mandatory conversion in the event the common stock trades at a particular price over a specified period of time and required redemption in the event of a “Change in Control” of the Company. The U.S. Convertible Debenture 2 is an unsecured obligation of the Company and ranks pari passu in right of payment of principal and interest with all other unsecured obligations of the Company. The Company recorded a discount in the amount of $813,724 on the U.S. Convertible Debenture 2. During the year ended May 31, 2021 and 2020, $384,259 and $271,241 of this discount was charged to operations, respectively. During the years ended May 31, 2021 and 2020, the Company accrued interest in the amounts of $90,090 and $86,240 on the U.S. Convertible Debenture 2, respectively. Also, during the years ended May 31, 2021 and 2020, the Company transferred the amounts of $0 and $92,514 from accrued interest to principal of the U.S. Convertible Debenture 2, respectively. On April 15, 2021, the U.S. Convertible Debenture 2 was amended as follows: (i) the conversion price of the debentures was reduced to $0.30 per unit; and (ii) the maturity date was extended from October 31, 2021 to October 31, 2022. This amendment was accounted for as an extinguishment of debt, and the Company recorded a loss in the amount of $509,700 during the year ended May 31, 2021. 1,126,114 1,126,114 May 31, 2021 May 31, 2020 Convertible debenture in the principal amount of $100,000 (the “U.S. Convertible Debenture 3”) dated October 24, 2018, which bears interest, payable quarterly, at a rate of 8% per annum, with interest during the first eighteen months following issuance being payable by increasing the then-outstanding principal amount of the U.S. Convertible Debenture 3. The U.S. Convertible Debenture 3 matures on a date that is three years following issuance. The U.S. Convertible Debenture 3 is convertible into Convertible Debenture Units at a conversion price of $0.80 per Convertible Debenture Unit. Each Convertible Debenture Unit consists of (i) one share of the Company’s common stock, and (ii) one-half of one warrant, with each warrant exercisable for three years to purchase a share of common stock at a price of $1.10. The value of the warrants will be recorded when the issuance becomes probable. On July 26, 2019, U.S. Convertible Debenture 3 was amended such that, should the Company issue or sell common stock or equity securities convertible into common stock at a price less than the conversion price of the U.S. Convertible Debenture 3, the conversion price of U.S. Convertible Debenture 3 will be reduced to such issuance price, and the exercise price of the warrant issuable in connection with U.S. Convertible Debenture 3 will be exercisable at a price equal to 137.5% of the adjusted conversion price at the time of conversion. The U.S. Convertible Debenture 3 has other features, such as mandatory conversion in the event the common stock trades at a particular price over a specified period of time and required redemption in the event of a “Change in Control” of the Company. The U.S. Convertible Debenture 3 is an unsecured obligation of the Company and ranks pari passu in right of payment of principal and interest with all other unsecured obligations of the Company. The Company recorded a discount in the amount of $75,415 on the U.S. Convertible Debenture 3. During the years ended May 31, 2021 and 2020, $25,138 and $25,138 of this discount was charged to operations, respectively. During the years ended May 31, 2021 and 2020, the Company accrued interest in the amounts of $9,009 and $8,638 on the U.S. Convertible Debenture 3, respectively. Also, during the years ended May 31, 2021 and 2020, the Company transferred the amounts of $0 and $9,117 from accrued interest to principal of the U.S. Convertible Debenture 3, respectively. 112,613 112,613 Convertible debenture in the principal amount of $532,000 (the “U.S. Convertible Debenture 4”) dated October 25, 2018, which bears interest, payable quarterly, at a rate of 8% per annum, with interest during the first eighteen months following issuance being payable by increasing the then-outstanding principal amount of the U.S. Convertible Debenture 4. The U.S. Convertible Debenture 4 matures on a date that is three years following issuance. The U.S. Convertible Debenture 4 is convertible into Convertible Debenture Units at a conversion price of $0.80 per Convertible Debenture Unit. Each Convertible Debenture Unit consists of (i) one share of the Company’s common stock, and (ii) one-half of one warrant, with each warrant exercisable for three years to purchase a share of common stock at a price of $1.10. The value of the warrants will be recorded when the issuance becomes probable. On July 26, 2019, U.S. Convertible Debenture 4 was amended such that, should the Company issue or sell common stock or equity securities convertible into common stock at a price less than the conversion price of the U.S. Convertible Debenture 4, the conversion price of U.S. Convertible Debenture 4 will be reduced to such issuance price, and the exercise price of the warrant issuable in connection with U.S. Convertible Debenture 4 will be exercisable at a price equal to 137.5% of the adjusted conversion price at the time of conversion. The U.S. Convertible Debenture 4 has other features, such as mandatory conversion in the event the common stock trades at a particular price over a specified period of time and required redemption in the event of a “Change in Control” of the Company. The U.S. Convertible Debenture 4 is an unsecured obligation of the Company and ranks pari passu in right of payment of principal and interest with all other unsecured obligations of the Company. The Company recorded a discount in the amount of $416,653 on the U.S. Convertible Debenture 4. During the years ended May 31, 2021 and 2020, $196,753 and $138,884 of this discount was charged to operations, respectively. During the years ended May 31, 2021 and 2020, the Company accrued interest in the amounts of $47,929 and $45,942 on the U.S. Convertible Debenture 4, respectively. Also, during the years ended May 31, 2021 and 2020, the Company transferred the amounts of $0 and $48,623 from accrued interest to principal of the U.S. Convertible Debenture 4, respectively. On April 19, 2021, the U.S. Convertible Debenture 4 was amended as follows: (i) the conversion price of the debenture was reduced to $0.30 per unit; and (ii) the maturity date was extended from October 31, 2021 to October 31, 2022. This amendment was accounted for as an extinguishment of debt, and the Company recorded a loss in the amount of $271,164 during the year ended May 31, 2021. 599,101 599,101 May 31, 2021 May 31, 2020 Convertible debenture in the principal amount of $150,000 (the “U.S. Convertible Debenture 5”) dated October 26, 2018, which bears interest, payable quarterly, at a rate of 8% per annum, with interest during the first eighteen months following issuance being payable by increasing the then-outstanding principal amount of the U.S. Convertible Debenture 5. The U.S. Convertible Debenture 5 matures on a date that is three years following issuance. The U.S. Convertible Debenture 5 is convertible into Convertible Debenture Units at a conversion price of $0.80 per Convertible Debenture Unit. Each Convertible Debenture Unit consists of (i) one share of the Company’s common stock, and (ii) one-half of one warrant, with each warrant exercisable for three years to purchase a share of common stock at a price of $1.10. The value of the warrants will be recorded when the issuance becomes probable. The U.S. Convertible Debenture 5 has other features, such as mandatory conversion in the event the common stock trades at a particular price over a specified period of time and required redemption in the event of a “Change in Control” of the Company. The U.S. Convertible Debenture 5 is an unsecured obligation of the Company and ranks pari passu in right of payment of principal and interest with all other unsecured obligations of the Company. The Company recorded a discount in the amount of $120,100 on the U.S. Convertible Debenture 5. During the years ended May 31, 2021 and 2020, $40,033 and $40,033 of this discount was charged to operations, respectively. During the years ended May 31, 2021 and 2020, the Company accrued interest in the amounts of $13,513 and $12,950 on the U.S. Convertible Debenture 5, respectively. Also, during the years ended May 31, 2020 and 2019, the Company transferred the amounts of $0 and $13,743 from accrued interest to principal of the U.S. Convertible Debenture 5, respectively. 168,919 168,919 Convertible debenture payable in the principal amount of $75,000 (the “U.S. Convertible Debenture 6”) dated October 26, 2018, which bears interest, payable quarterly, at a rate of 8% per annum, with interest during the first eighteen months following issuance being payable by increasing the then-outstanding principal amount of the U.S. Convertible Debenture 6. The U.S. Convertible Debenture 6 matures on a date that is three years following issuance. The U.S. Convertible Debenture 6 is convertible into Convertible Debenture Units at a conversion price of $0.80 per Convertible Debenture Unit. Each Convertible Debenture Unit consists of (i) one share of the Company’s common stock, and (ii) one-half of one warrant, with each warrant exercisable for three years to purchase a share of common stock at a price of $1.10. The value of the warrants will be recorded when the issuance becomes probable. The U.S. Convertible Debenture 6 has other features, such as mandatory conversion in the event the common stock trades at a particular price over a specified period of time and required redemption in the event of a “Change in Control” of the Company. The U.S. Convertible Debenture 6 is an unsecured obligation of the Company and ranks pari passu in right of payment of principal and interest with all other unsecured obligations of the Company. The Company recorded a discount in the amount of $60,049 on the U.S. Convertible Debenture 6. During the years ended May 31, 2021 and 2020, $20,016 and $20,016 of this discount was charged to operations, respectively. During the years ended May 31, 2021 and 2020, the Company accrued interest in the amounts of $6,756 and $6,475 on the U.S. Convertible Debenture 6, respectively. Also, during the years ended May 31, 2021 and 2020, the Company transferred the amounts of $0 and $6,871 from accrued interest to principal of the U.S. Convertible Debenture 6, respectively. 84,459 84,459 May 31, 2021 May 31, 2020 Convertible debentures payable in the aggregate principal amount of $12,012,000 (the “Canaccord Debentures”) dated December 12, 2018, which bear interest, payable quarterly, at a rate of 8% per annum, with interest during the first eighteen months following issuance being payable by increasing the then-outstanding principal amount of the Canaccord Debentures. The Canaccord Debentures mature on a date that is three years following issuance. The Canaccord Debentures are convertible into Convertible Debenture Units at a conversion price of $0.80 per Convertible Debenture Unit. Each Convertible Debenture Unit consists of (i) one share of the Company’s common stock, and (ii) one-half of one warrant, with each warrant exercisable for three years to purchase a share of common stock at a price of $1.10. The value of the warrants will be recorded when the issuance becomes probable. The Canaccord Debentures have other features, such as mandatory conversion in the event the common stock trades at a particular price over a specified period of time and required redemption in the event of a “Change in Control” of the Company. The Canaccord Debentures are unsecured obligations of the Company and rank pari passu in right of payment of principal and interest with all other unsecured obligations of the Company. During the three months ended November 30, 2019, in two separate transactions, principal in the aggregate amount of $25,857 was converted into an aggregate of 32,321 shares of the Company’s common stock, and warrants to purchase 16,160 shares of common stock. There were no gains or losses recorded on these conversions because they were done in accordance with the terms of the original agreement. No discount was recorded for the fair value of the warrants issued. Because the market price of the Company’s common stock was less than the conversion price on the date of issuance of the Canaccord Debentures, a discount was not recorded on the Canaccord Debentures. During the years ended May 31, 2021 and 2020, the Company accrued interest in the amounts of $1,076,445 and $1,025,549 on the Canaccord Debentures, respectively. Also, during the years ended May 31, 2021 and 2020, the Company transferred the amounts of $212,601 and $984,300 from accrued interest to principal of the Canaccord Debentures, respectively. On March 31, 2021, the Canaccord Debentures were amended as follows: (i) the conversion price of the debentures was reduced to $0.30 per unit; (ii) the maturity date was extended from December 12, 2021 to December 12, 2022; (iii) the mandatory conversion threshold was reduced from a daily volume weighted average trading price of greater than $1.20 per share to $0.60 per share for the preceding ten consecutive trading days; and (iv) the exercise price of the warrants issuable upon conversion was reduced from $1.10 to $0.40 and the expiration of the warrants extended until March 31, 2024. This amendment was accounted for as an extinguishment of debt, and the Company recorded a loss in the amount of $3,286,012 during the year ended May 31, 2021. 13,500,150 13,287,549 Total - Convertible Notes Payable $ 20,095,813 $ 19,883,212 Less: Discount (35,496 ) (2,238,730 ) Convertible Notes Payable, Net of Discounts $ 2,060,317 $ 17,644,482 Total - Convertible Notes Payable, Net of Discounts, Current Portion $ 330,495 $ - Total - Convertible Notes Payable, Net of Discounts, Long-term Portion $ 19,729,822 $ 17,644,482 |
Schedule of Amortization of Debt Discount [Table Text Block] | Discounts on notes payable amortized to interest expense – years ended May 31, 2021 and 2020, respectively $ 2,203,234 $ 1,580,280 |
Schedule of Maturities of Long-term Debt [Table Text Block] | Aggregate maturities of notes payable and convertible notes payable as of May 31, 2021 are as follows: 2022 $ 365,991 2023 19,729,822 2024 - 2025 - 2026 - Thereafter - Total $ 20,095,813 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 12 Months Ended |
May 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Table Text Block] | The following table summarizes the significant terms of warrants outstanding at May 31, 2021. This table does not include the unit warrants. See Unit Warrants section below. Range of exercise Prices Number of warrants Outstanding Weighted average remaining contractual life (years) Weighted average exercise price of outstanding Warrants Number of warrants Exercisable Weighted average exercise price of exercisable Warrants $ 0.49 33,465,110 1.50 $ 0.49 33,465,110 $ 0.49 0.50 2,736,500 1.73 0.50 2,736,500 0.50 0.60 17,500,000 1.50 0.60 17,500,000 0.60 1.10 296,035 1.56 1.10 296,035 1.10 53,997,645 0.51 $ 0.53 53,997,645 $ 0.53 |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | Transactions involving warrants are summarized as follows. This table does not include the unit warrants. See Unit Warrants section below. Number of Shares Weighted Average Exercise Price Warrants outstanding at May 31, 2019 54,818,985 $ 0.53 Granted 16,160 $ 1.10 Exercised - $ - Cancelled / Expired - $ - Warrants outstanding at May 31, 2020 54,835,145 $ 0.53 Granted - $ - Exercised - $ - Cancelled / Expired (837,500 ) $ 0.75 Warrants outstanding at May 31, 2021 53,997,645 $ 0.53 |
FAIR VALUE OF FINANCIAL INSTR_2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended |
May 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | The following summarizes the Company’s financial liabilities that are recorded at fair value on a recurring basis at May 31, 2021 and 2020: May 31, 2021 Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities $ - $ - $ - $ - May 31, 2020 Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities $ - $ - $ - $ - |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
May 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | The components of the income tax provision include: Aggregate revenue (2019-2021) $ 39,668,764 Directly attributable costs (27,810,215 ) Deferred 11,858,549 Tax rate 21 % Tax expense $ 2,490,295 |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | The tax effects of the temporary differences that give rise to the Company’s estimated deferred tax assets and liabilities are as follows: Year Ended May 31, 2021 2020 Federal and state statutory tax 21 % 21 % Net operating loss carryforward $ 1,566,016 $ 2,538,429 Valuation allowance for deferred tax assets (1,566,016 ) (2,538,429 ) Deferred tax assets $ - $ - |
BUSINESS ORGANIZATION AND NAT_2
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS (Details) | Jun. 14, 2021USD ($) | Feb. 26, 2020 | Dec. 23, 2019USD ($) | Jun. 24, 2019USD ($) | Feb. 04, 2019USD ($) | Jan. 29, 2019USD ($) | Oct. 31, 2018USD ($) | Jun. 27, 2018USD ($) | Feb. 28, 2018USD ($)shares | Dec. 04, 2017USD ($) | Apr. 29, 2015shares | Dec. 10, 2014shares | Nov. 12, 2014shares | May 31, 2021USD ($) | May 31, 2020USD ($) | Mar. 11, 2019 |
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS (Details) [Line Items] | ||||||||||||||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 0.625 | |||||||||||||||
Subsidiary or Equity Method Investee, Cumulative Percentage Ownership after All Transactions | 10.00% | |||||||||||||||
Proceeds from Collection of Notes Receivable | $ 1,544,291 | $ 1,682,278 | ||||||||||||||
Asset Impairment Charges | 2,498,706 | 0 | ||||||||||||||
Financing Receivable, after Allowance for Credit Loss, Current | $ 5,000,000 | 0 | ||||||||||||||
Interest Receivable, Current | 0 | 3,322 | ||||||||||||||
Payments to Acquire Notes Receivable | 0 | 175,000 | ||||||||||||||
Subsequent Event [Member] | ||||||||||||||||
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS (Details) [Line Items] | ||||||||||||||||
Proceeds from Collection of Notes Receivable | $ 2,000,000 | |||||||||||||||
Financing Receivable, after Allowance for Credit Loss, Current | 3,000,000 | |||||||||||||||
Financing Receivable, after Allowance for Credit Loss | 3,000,000 | |||||||||||||||
Due and Payable on or Before June 21, 2021 [Member] | Subsequent Event [Member] | ||||||||||||||||
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS (Details) [Line Items] | ||||||||||||||||
Proceeds from Collection of Notes Receivable | 500,000 | |||||||||||||||
Due and Payable on or Before July 12, 2021 [Member] | Subsequent Event [Member] | ||||||||||||||||
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS (Details) [Line Items] | ||||||||||||||||
Proceeds from Collection of Notes Receivable | 500,000 | |||||||||||||||
Due and Payable in 12 Monthly Installments [Member] | Subsequent Event [Member] | ||||||||||||||||
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS (Details) [Line Items] | ||||||||||||||||
Proceeds from Collection of Notes Receivable | 2,000,000 | |||||||||||||||
Reverse Merger with CLS Labs [Member] | ||||||||||||||||
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS (Details) [Line Items] | ||||||||||||||||
Stock Issued During Period, Shares, New Issues (in Shares) | shares | 15,000,000 | |||||||||||||||
Oasis Acquisition [Member] | ||||||||||||||||
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS (Details) [Line Items] | ||||||||||||||||
Payments to Acquire Businesses, Gross | $ 6,200,000 | |||||||||||||||
Liabilities Assumed | $ 204,457 | |||||||||||||||
Oasis Acquisition [Member] | Deposit [Member] | ||||||||||||||||
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS (Details) [Line Items] | ||||||||||||||||
Payments to Acquire Businesses, Gross | $ 250,000 | |||||||||||||||
Oasis Acquisition [Member] | Additional Payments [Member] | ||||||||||||||||
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS (Details) [Line Items] | ||||||||||||||||
Payments to Acquire Businesses, Gross | $ 1,800,000 | |||||||||||||||
Oasis LLCs [Member] | ||||||||||||||||
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS (Details) [Line Items] | ||||||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in Shares) | shares | 22,058,823 | |||||||||||||||
In Good Health [Member] | ||||||||||||||||
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS (Details) [Line Items] | ||||||||||||||||
Payments to Acquire Businesses, Gross | 35,000,000 | |||||||||||||||
Business Combination, Consideration Transferred | 47,500,000 | |||||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | 7,500,000 | |||||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | 5,000,000 | |||||||||||||||
Business Combination, Contingent Consideration, Liability | $ 2,500,000 | |||||||||||||||
Interest Rate, Default | 15.00% | |||||||||||||||
Proceeds from Collection of Notes Receivable | 1,696,765 | $ 1,425,000 | ||||||||||||||
Asset Impairment Charges | 2,498,706 | |||||||||||||||
CannAssist LLC [Member] | ||||||||||||||||
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS (Details) [Line Items] | ||||||||||||||||
Equity Method Investment, Ownership Percentage | 80.00% | |||||||||||||||
Debt Instrument, Face Amount | $ 500,000 | |||||||||||||||
Interest Rate, Default | 15.00% | |||||||||||||||
Proceeds from Collection of Notes Receivable | $ 342,567 | |||||||||||||||
Line of Credit Facility, Description | Any draws on the line of credit in excess of $150,000 will only be made in the sole discretion of the Company | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | |||||||||||||||
Payments to Acquire Notes Receivable | $ 175,000 | $ 150,000 | ||||||||||||||
Financing Receivable, after Allowance for Credit Loss | 0 | |||||||||||||||
CLS Labs, Inc. [Member] | Shares of CLS Holdings USA, Inc. [Member] | ||||||||||||||||
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS (Details) [Line Items] | ||||||||||||||||
Subsidiary or Equity Method Investee, Cumulative Number of Shares Issued for All Transactions (in Shares) | shares | 6,250,000 | 10,000,000 | ||||||||||||||
Equity Method Investment, Ownership Percentage | 55.60% | |||||||||||||||
Oasis LLCs [Member] | ||||||||||||||||
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS (Details) [Line Items] | ||||||||||||||||
Debt Instrument, Face Amount | $ 4,000,000 | |||||||||||||||
Oasis LLCs [Member] | Oasis Acquisition [Member] | ||||||||||||||||
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS (Details) [Line Items] | ||||||||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 90.00% | |||||||||||||||
Oasis LLCs [Member] | Oasis LLCs [Member] | ||||||||||||||||
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS (Details) [Line Items] | ||||||||||||||||
Payments to Acquire Businesses, Gross | $ 5,995,543 | |||||||||||||||
Notes Receivable [Member] | ||||||||||||||||
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS (Details) [Line Items] | ||||||||||||||||
Proceeds from Collection of Notes Receivable | 1,696,765 | |||||||||||||||
Asset Impairment Charges | 2,498,706 | |||||||||||||||
Notes Receivable [Member] | Subsequent Event [Member] | ||||||||||||||||
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS (Details) [Line Items] | ||||||||||||||||
Financing Receivable, after Allowance for Credit Loss, Current | 3,000,000 | |||||||||||||||
Notes Receivable [Member] | Principal [Member] | ||||||||||||||||
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS (Details) [Line Items] | ||||||||||||||||
Proceeds from Collection of Notes Receivable | 2,901,569 | |||||||||||||||
Asset Impairment Charges | 2,497,884 | |||||||||||||||
Notes Receivable [Member] | Accrued Interest [Member] | ||||||||||||||||
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS (Details) [Line Items] | ||||||||||||||||
Proceeds from Collection of Notes Receivable | 220,196 | |||||||||||||||
Asset Impairment Charges | $ 822 | |||||||||||||||
Notes Receivable [Member] | Due and Payable on or Before June 21, 2021 [Member] | Subsequent Event [Member] | ||||||||||||||||
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS (Details) [Line Items] | ||||||||||||||||
Proceeds from Collection of Notes Receivable | 500,000 | |||||||||||||||
Notes Receivable [Member] | Due and Payable on or Before July 12, 2021 [Member] | Subsequent Event [Member] | ||||||||||||||||
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS (Details) [Line Items] | ||||||||||||||||
Proceeds from Collection of Notes Receivable | 500,000 | |||||||||||||||
Notes Receivable [Member] | Due and Payable in 12 Monthly Installments [Member] | Subsequent Event [Member] | ||||||||||||||||
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS (Details) [Line Items] | ||||||||||||||||
Proceeds from Collection of Notes Receivable | 2,000,000 | |||||||||||||||
Principal [Member] | Due and Payable on or Before July 12, 2021 [Member] | Subsequent Event [Member] | ||||||||||||||||
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS (Details) [Line Items] | ||||||||||||||||
Proceeds from Collection of Notes Receivable | $ 500,000 | |||||||||||||||
Principal [Member] | CannAssist LLC [Member] | ||||||||||||||||
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS (Details) [Line Items] | ||||||||||||||||
Proceeds from Collection of Notes Receivable | 325,000 | |||||||||||||||
Accrued Interest [Member] | CannAssist LLC [Member] | ||||||||||||||||
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS (Details) [Line Items] | ||||||||||||||||
Proceeds from Collection of Notes Receivable | $ 17,567 |
GOING CONCERN (Details)
GOING CONCERN (Details) - USD ($) | May 31, 2021 | May 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Retained Earnings (Accumulated Deficit) | $ (92,736,638) | $ (76,846,124) |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 12 Months Ended | ||||
May 31, 2021 | May 31, 2020 | Jun. 01, 2019 | May 31, 2019 | Jun. 27, 2018 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Cash and Cash Equivalents, at Carrying Value | $ 1,665,263 | $ 2,925,568 | $ 10,525,791 | ||
Accounts Receivable, Credit Loss Expense (Reversal) | 15,798 | 108,392 | |||
Goodwill, Impairment Loss | 0 | 25,185,003 | |||
Goodwill | 557,896 | 557,896 | $ 25,742,899 | ||
Advertising Expense | 1,237,326 | 836,000 | |||
Research and Development Expense | $ 37,122 | $ 0 | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in Shares) | 129,623,809 | 88,130,526 | |||
Operating Lease, Right-of-Use Asset | $ 2,250,009 | $ 1,403,429 | $ 3,891,437 | ||
Operating Lease, Liability | $ 2,266,419 | 3,848,038 | |||
Warrant [Member] | |||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in Shares) | 53,997,645 | 54,835,145 | |||
Equity Unit Purchase Agreements [Member] | |||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in Shares) | 7,676,974 | 7,676,974 | |||
Stock Payable [Member] | |||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in Shares) | 70,000 | 486,668 | |||
Convertible Debt Securities [Member] | |||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in Shares) | 25,131,739 | ||||
Accounting Standards Update 2016-02 [Member] | |||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Operating Lease, Right-of-Use Asset | 2,703,821 | ||||
Operating Lease, Liability | $ 2,675,310 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Property, Plant and Equipment | 12 Months Ended |
May 31, 2021 | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | Term of lease |
Minimum [Member] | Office Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 3 years |
Minimum [Member] | Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 3 years |
Minimum [Member] | Machinery and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 3 years |
Maximum [Member] | Office Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 5 years |
Maximum [Member] | Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 7 years |
Maximum [Member] | Machinery and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 10 years |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Disaggregation of Revenue - USD ($) | 12 Months Ended | |
May 31, 2021 | May 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 19,292,087 | $ 11,917,629 |
Cannabis Dispensary [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 14,595,115 | 9,365,105 |
Cannabis Production [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 4,696,972 | $ 2,552,524 |
JOINT VENTURE AND OPTIONS TRA_2
JOINT VENTURE AND OPTIONS TRANSACTION (Details) - USD ($) | Jun. 14, 2021 | Mar. 01, 2020 | Dec. 23, 2019 | Jun. 24, 2019 | Feb. 04, 2019 | Jan. 29, 2019 | Oct. 31, 2018 | Aug. 31, 2021 | May 31, 2021 | May 31, 2020 |
JOINT VENTURE AND OPTIONS TRANSACTION (Details) [Line Items] | ||||||||||
Financing Receivable, after Allowance for Credit Loss, Current | $ 5,000,000 | $ 0 | ||||||||
Note Receivable, Interest Rate, Stated Percentage | 6.00% | |||||||||
Interest Costs Capitalized | 212,601 | $ 1,553,082 | ||||||||
Proceeds from Collection of Notes Receivable | 1,544,291 | 1,682,278 | ||||||||
Asset Impairment Charges | 2,498,706 | 0 | ||||||||
Interest Receivable, Current | 0 | 3,322 | ||||||||
Payments to Acquire Notes Receivable | 0 | 175,000 | ||||||||
Subsequent Event [Member] | ||||||||||
JOINT VENTURE AND OPTIONS TRANSACTION (Details) [Line Items] | ||||||||||
Financing Receivable, after Allowance for Credit Loss, Current | $ 3,000,000 | |||||||||
Proceeds from Collection of Notes Receivable | 2,000,000 | |||||||||
Proceeds from Sale and Collection of Notes Receivable | $ 1,167,000 | |||||||||
Financing Receivable, after Allowance for Credit Loss | 3,000,000 | |||||||||
Due and Payable on or Before June 21, 2021 [Member] | Subsequent Event [Member] | ||||||||||
JOINT VENTURE AND OPTIONS TRANSACTION (Details) [Line Items] | ||||||||||
Proceeds from Collection of Notes Receivable | 500,000 | |||||||||
Due and Payable on or Before July 12, 2021 [Member] | Subsequent Event [Member] | ||||||||||
JOINT VENTURE AND OPTIONS TRANSACTION (Details) [Line Items] | ||||||||||
Proceeds from Collection of Notes Receivable | 500,000 | |||||||||
Due and Payable in 12 Monthly Installments [Member] | Subsequent Event [Member] | ||||||||||
JOINT VENTURE AND OPTIONS TRANSACTION (Details) [Line Items] | ||||||||||
Proceeds from Collection of Notes Receivable | $ 2,000,000 | |||||||||
In Good Health [Member] | ||||||||||
JOINT VENTURE AND OPTIONS TRANSACTION (Details) [Line Items] | ||||||||||
Business Combination, Consideration Transferred | $ 47,500,000 | |||||||||
Payments to Acquire Businesses, Gross | 35,000,000 | |||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | 7,500,000 | |||||||||
Interest Income, Related Party | 149,972 | 296,450 | ||||||||
Interest Costs Capitalized | $ 399,453 | 0 | 399,453 | |||||||
Proceeds from Collection of Notes Receivable | 1,696,765 | 1,425,000 | ||||||||
Option Agreement, Brake-Up Fee | $ 2,500,000 | |||||||||
Interest Rate, Default | 15.00% | |||||||||
Asset Impairment Charges | 2,498,706 | |||||||||
Joint Venture with CannAssist [Member] | ||||||||||
JOINT VENTURE AND OPTIONS TRANSACTION (Details) [Line Items] | ||||||||||
Interest Income, Related Party | 0 | 14,673 | ||||||||
Proceeds from Collection of Notes Receivable | $ 342,567 | |||||||||
Debt Instrument, Face Amount | $ 500,000 | |||||||||
Line of Credit Facility, Description | Any draws on the line of credit in excess of $150,000 will only be made in the sole discretion of the Company | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | |||||||||
Payments to Acquire Notes Receivable | $ 175,000 | $ 150,000 | ||||||||
Financing Receivable, after Allowance for Credit Loss | $ 325,000 | |||||||||
Principal [Member] | In Good Health [Member] | ||||||||||
JOINT VENTURE AND OPTIONS TRANSACTION (Details) [Line Items] | ||||||||||
Proceeds from Collection of Notes Receivable | 1,544,291 | 1,357,278 | ||||||||
Asset Impairment Charges | 2,497,884 | |||||||||
Principal [Member] | Joint Venture with CannAssist [Member] | ||||||||||
JOINT VENTURE AND OPTIONS TRANSACTION (Details) [Line Items] | ||||||||||
Proceeds from Collection of Notes Receivable | 325,000 | |||||||||
Accrued Interest [Member] | In Good Health [Member] | ||||||||||
JOINT VENTURE AND OPTIONS TRANSACTION (Details) [Line Items] | ||||||||||
Proceeds from Collection of Notes Receivable | 152,473 | $ 67,722 | ||||||||
Asset Impairment Charges | $ 822 | |||||||||
Accrued Interest [Member] | Joint Venture with CannAssist [Member] | ||||||||||
JOINT VENTURE AND OPTIONS TRANSACTION (Details) [Line Items] | ||||||||||
Proceeds from Collection of Notes Receivable | $ 17,567 | |||||||||
Option Agreement [Member] | In Good Health [Member] | ||||||||||
JOINT VENTURE AND OPTIONS TRANSACTION (Details) [Line Items] | ||||||||||
Business Combination, Consideration Transferred | $ 47,500,000 | |||||||||
Payments to Acquire Businesses, Gross | 35,000,000 | |||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | 7,500,000 | |||||||||
Business Combination, Consideration Transferred, Other | $ 2,500,000 | |||||||||
Debt Instrument, Term | 5 years | |||||||||
Option Agreement [Member] | Restricted Stock [Member] | In Good Health [Member] | ||||||||||
JOINT VENTURE AND OPTIONS TRANSACTION (Details) [Line Items] | ||||||||||
Equity Issued in Business Combination, Fair Value Disclosure | $ 5,000,000 |
ACCOUNTS RECEIVABLE (Details)
ACCOUNTS RECEIVABLE (Details) - USD ($) | 12 Months Ended | |
May 31, 2021 | May 31, 2020 | |
Receivables [Abstract] | ||
Accounts Receivable, after Allowance for Credit Loss, Current | $ 684,935 | $ 161,409 |
Accounts Receivable, Credit Loss Expense (Reversal) | $ 15,798 | 108,392 |
Accounts Receivable, Allowance for Credit Loss, Writeoff | $ 101,512 |
PREPAID EXPENSES AND OTHER CU_3
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) | 12 Months Ended |
May 31, 2020USD ($) | |
Disclosure Text Block Supplement [Abstract] | |
Escrow Deposit Disbursements Related to Property Acquisition | $ 281,966 |
PREPAID EXPENSES AND OTHER CU_4
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - Deferred Costs, Capitalized, Prepaid, and Other Assets - USD ($) | May 31, 2021 | May 31, 2020 |
Deferred Costs, Capitalized, Prepaid, and Other Assets [Abstract] | ||
Deposits | $ 2,244 | $ 2,315 |
Prepaid expenses | 250,069 | 231,777 |
Other receivables | 10,000 | 0 |
Total | $ 262,313 | $ 234,092 |
INVENTORY (Details) - Schedule
INVENTORY (Details) - Schedule of Inventory, Current - USD ($) | May 31, 2021 | May 31, 2020 |
Schedule of Inventory, Current [Abstract] | ||
Raw materials | $ 344,085 | $ 134,697 |
Finished goods | 883,967 | 440,545 |
Total | $ 1,228,052 | $ 575,242 |
NOTES RECEIVABLE (Details)
NOTES RECEIVABLE (Details) - USD ($) | Jun. 14, 2021 | Feb. 27, 2021 | Feb. 26, 2020 | Dec. 23, 2019 | Oct. 31, 2018 | May 31, 2021 | May 31, 2020 | May 31, 2019 | May 31, 2018 | May 31, 2015 | Jan. 29, 2019 |
NOTES RECEIVABLE (Details) [Line Items] | |||||||||||
Note Receivable, Interest Rate, Stated Percentage | 6.00% | ||||||||||
Asset Impairment Charges | $ 2,498,706 | $ 0 | |||||||||
Proceeds from Collection of Notes Receivable | 1,544,291 | 1,682,278 | |||||||||
Financing Receivable, after Allowance for Credit Loss, Current | $ 5,000,000 | 0 | |||||||||
Interest Costs Capitalized | 212,601 | 1,553,082 | |||||||||
Interest Receivable, Current | 0 | 3,322 | |||||||||
Subsequent Event [Member] | |||||||||||
NOTES RECEIVABLE (Details) [Line Items] | |||||||||||
Proceeds from Collection of Notes Receivable | $ 2,000,000 | ||||||||||
Financing Receivable, after Allowance for Credit Loss | 3,000,000 | ||||||||||
Financing Receivable, after Allowance for Credit Loss, Current | 3,000,000 | ||||||||||
Due and Payable on or Before June 21, 2021 [Member] | Subsequent Event [Member] | |||||||||||
NOTES RECEIVABLE (Details) [Line Items] | |||||||||||
Proceeds from Collection of Notes Receivable | 500,000 | ||||||||||
Due and Payable on or Before July 12, 2021 [Member] | Subsequent Event [Member] | |||||||||||
NOTES RECEIVABLE (Details) [Line Items] | |||||||||||
Proceeds from Collection of Notes Receivable | 500,000 | ||||||||||
CannAssist LLC [Member] | |||||||||||
NOTES RECEIVABLE (Details) [Line Items] | |||||||||||
Proceeds from Collection of Notes Receivable | $ 342,567 | ||||||||||
Notes Receivable [Member] | |||||||||||
NOTES RECEIVABLE (Details) [Line Items] | |||||||||||
Asset Impairment Charges | 2,498,706 | ||||||||||
Proceeds from Collection of Notes Receivable | 1,696,765 | ||||||||||
Notes Receivable [Member] | Subsequent Event [Member] | |||||||||||
NOTES RECEIVABLE (Details) [Line Items] | |||||||||||
Financing Receivable, after Allowance for Credit Loss, Current | 3,000,000 | ||||||||||
Notes Receivable [Member] | Due and Payable on or Before June 21, 2021 [Member] | Subsequent Event [Member] | |||||||||||
NOTES RECEIVABLE (Details) [Line Items] | |||||||||||
Proceeds from Collection of Notes Receivable | 500,000 | ||||||||||
Notes Receivable [Member] | Due and Payable on or Before July 12, 2021 [Member] | Subsequent Event [Member] | |||||||||||
NOTES RECEIVABLE (Details) [Line Items] | |||||||||||
Proceeds from Collection of Notes Receivable | 500,000 | ||||||||||
Notes Receivable [Member] | Affiliated Entity [Member] | |||||||||||
NOTES RECEIVABLE (Details) [Line Items] | |||||||||||
Financing Receivable, before Allowance for Credit Loss | $ 500,000 | ||||||||||
Note Receivable, Interest Rate, Stated Percentage | 12.00% | ||||||||||
Asset Impairment Charges | $ 500,000 | ||||||||||
Proceeds from Collection of Notes Receivable | $ 50,000 | ||||||||||
Financing Receivable, after Allowance for Credit Loss | 0 | ||||||||||
Allowance for Credit Loss, Receivable, Other, Current | 450,000 | ||||||||||
Notes Receivable [Member] | Principal [Member] | |||||||||||
NOTES RECEIVABLE (Details) [Line Items] | |||||||||||
Proceeds from Collection of Notes Receivable | 1,544,291 | ||||||||||
Notes Receivable [Member] | Accrued Interest [Member] | |||||||||||
NOTES RECEIVABLE (Details) [Line Items] | |||||||||||
Proceeds from Collection of Notes Receivable | 152,473 | ||||||||||
Notes Receivable [Member] | CannAssist LLC [Member] | |||||||||||
NOTES RECEIVABLE (Details) [Line Items] | |||||||||||
Interest Income, Other | 14,673 | $ 4,011 | |||||||||
Notes Receivable [Member] | CannAssist LLC [Member] | Line of Credit [Member] | |||||||||||
NOTES RECEIVABLE (Details) [Line Items] | |||||||||||
Financing Receivable, before Allowance for Credit Loss | $ 500,000 | ||||||||||
Note Receivable, Interest Rate, Stated Percentage | 8.00% | ||||||||||
Financing Receivable, after Allowance for Credit Loss, Current | 0 | ||||||||||
Interest Receivable, Current | 0 | ||||||||||
IGH Note [Member] | |||||||||||
NOTES RECEIVABLE (Details) [Line Items] | |||||||||||
Asset Impairment Charges | $ 2,498,706 | ||||||||||
Financing Receivable, after Allowance for Credit Loss, Current | $ 5,000,000 | 0 | |||||||||
Note Receviable, Interest Rate | 6.00% | ||||||||||
Note Receivbale, Number of Installments | 8 | ||||||||||
Interest Income, Other | 149,972 | 296,250 | |||||||||
Interest Costs Capitalized | $ 0 | $ 399,453 | |||||||||
Interest Rate, Default | 15.00% | ||||||||||
IGH Note [Member] | Subsequent Event [Member] | |||||||||||
NOTES RECEIVABLE (Details) [Line Items] | |||||||||||
Financing Receivable, after Allowance for Credit Loss, Current | 3,000,000 | ||||||||||
IGH Note [Member] | Due and Payable on or Before June 21, 2021 [Member] | Subsequent Event [Member] | |||||||||||
NOTES RECEIVABLE (Details) [Line Items] | |||||||||||
Proceeds from Collection of Notes Receivable | 500,000 | ||||||||||
IGH Note [Member] | Due and Payable on or Before July 12, 2021 [Member] | Subsequent Event [Member] | |||||||||||
NOTES RECEIVABLE (Details) [Line Items] | |||||||||||
Proceeds from Collection of Notes Receivable | 2,000,000 | ||||||||||
IGH Note [Member] | Principal [Member] | |||||||||||
NOTES RECEIVABLE (Details) [Line Items] | |||||||||||
Asset Impairment Charges | 2,497,884 | ||||||||||
IGH Note [Member] | Accrued Interest [Member] | |||||||||||
NOTES RECEIVABLE (Details) [Line Items] | |||||||||||
Asset Impairment Charges | $ 822 | ||||||||||
Principal [Member] | Due and Payable on or Before July 12, 2021 [Member] | Subsequent Event [Member] | |||||||||||
NOTES RECEIVABLE (Details) [Line Items] | |||||||||||
Proceeds from Collection of Notes Receivable | $ 500,000 | ||||||||||
Principal [Member] | CannAssist LLC [Member] | |||||||||||
NOTES RECEIVABLE (Details) [Line Items] | |||||||||||
Proceeds from Collection of Notes Receivable | 325,000 | ||||||||||
Accrued Interest [Member] | CannAssist LLC [Member] | |||||||||||
NOTES RECEIVABLE (Details) [Line Items] | |||||||||||
Proceeds from Collection of Notes Receivable | $ 17,567 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) | 12 Months Ended | |
May 31, 2021 | May 31, 2020 | |
PROPERTY, PLANT AND EQUIPMENT (Details) [Line Items] | ||
Payments to Acquire Property, Plant, and Equipment | $ 269,437 | $ 1,923,338 |
Gain (Loss) on Disposition of Property Plant Equipment | 0 | (16,817) |
Escrow Deposit Disbursements Related to Property Acquisition | 281,966 | |
Property, Plant and Equipment, Disposals | 16,817 | |
Depreciation | $ 569,278 | 323,279 |
Alternative Solutions, LLC [Member] | ||
PROPERTY, PLANT AND EQUIPMENT (Details) [Line Items] | ||
Gain (Loss) on Disposition of Property Plant Equipment | $ 0 |
PROPERTY, PLANT AND EQUIPMENT_3
PROPERTY, PLANT AND EQUIPMENT (Details) - Property, Plant and Equipment - USD ($) | May 31, 2021 | May 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | $ 1,823,094 | $ 1,741,830 |
Less: accumulated depreciation | (1,434,614) | (868,200) |
Property, plant, and equipment, net | 3,475,668 | 3,775,509 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | 120,068 | 94,887 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | 145,103 | 144,025 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | $ 2,822,017 | $ 2,662,967 |
RIGHT TO USE ASSETS AND LIABI_3
RIGHT TO USE ASSETS AND LIABILITIES - OPERATING LEASES (Details) - USD ($) | 1 Months Ended | 12 Months Ended | 24 Months Ended | ||
Jan. 31, 2018 | May 31, 2021 | May 31, 2020 | May 31, 2021 | Jun. 01, 2019 | |
RIGHT TO USE ASSETS AND LIABILITIES - OPERATING LEASES (Details) [Line Items] | |||||
Operating Lease, Expense | $ 495,114 | ||||
Operating Lease, Right-of-Use Asset, Amortization Expense | 341,035 | $ 1,300,392 | $ 1,641,428 | ||
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability | 1,187,615 | ||||
Operating Lease, Liability | 2,266,419 | 2,266,419 | $ 3,848,038 | ||
Other Nonoperating Gains (Losses) | 0 | $ 275,000 | |||
Increase (Decrease) in Operating Lease Liability | 1,172,726 | ||||
Building and Building Improvements [Member] | |||||
RIGHT TO USE ASSETS AND LIABILITIES - OPERATING LEASES (Details) [Line Items] | |||||
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability | 2,703,821 | ||||
Operating Lease, Liability | $ 2,675,310 | $ 2,675,310 | |||
Minimum [Member] | Building and Building Improvements [Member] | |||||
RIGHT TO USE ASSETS AND LIABILITIES - OPERATING LEASES (Details) [Line Items] | |||||
Lessee, Operating Lease, Term of Contract | 1 year | 1 year | |||
Maximum [Member] | Building and Building Improvements [Member] | |||||
RIGHT TO USE ASSETS AND LIABILITIES - OPERATING LEASES (Details) [Line Items] | |||||
Lessee, Operating Lease, Term of Contract | 4 years | 4 years | |||
Las Vegas, NV #1 [Member] | Building and Building Improvements [Member] | |||||
RIGHT TO USE ASSETS AND LIABILITIES - OPERATING LEASES (Details) [Line Items] | |||||
Other Nonoperating Gains (Losses) | $ 28,511 | ||||
Las Vegas, NV #2 [Member] | Building and Building Improvements [Member] | |||||
RIGHT TO USE ASSETS AND LIABILITIES - OPERATING LEASES (Details) [Line Items] | |||||
Other Nonoperating Gains (Losses) | $ 14,889 | ||||
Las Vegas, NV #2 [Member] | Minimum [Member] | Building and Building Improvements [Member] | |||||
RIGHT TO USE ASSETS AND LIABILITIES - OPERATING LEASES (Details) [Line Items] | |||||
Operating Lease, Expense | $ 7,500 |
RIGHT TO USE ASSETS AND LIABI_4
RIGHT TO USE ASSETS AND LIABILITIES - OPERATING LEASES (Details) - Lease, Cost - USD ($) | 12 Months Ended | 24 Months Ended | ||
May 31, 2021 | May 31, 2020 | May 31, 2021 | Jun. 01, 2019 | |
RIGHT TO USE ASSETS AND LIABILITIES - OPERATING LEASES (Details) - Lease, Cost [Line Items] | ||||
Right of Use Assets | $ 2,250,009 | $ 1,403,429 | $ 2,250,009 | $ 3,891,437 |
Lease liability | 2,266,419 | 2,266,419 | $ 3,848,038 | |
Less: current portion | (287,125) | (336,900) | (287,125) | |
Lease liability, non-current | 1,979,294 | 1,136,151 | 1,979,294 | |
Amount amortized | (379,358) | (1,202,259) | (1,581,619) | |
Amount amortized | (341,035) | $ (1,300,392) | (1,641,428) | |
Building [Member] | ||||
RIGHT TO USE ASSETS AND LIABILITIES - OPERATING LEASES (Details) - Lease, Cost [Line Items] | ||||
Lease liability | $ 2,250,009 | $ 2,250,009 |
RIGHT TO USE ASSETS AND LIABI_5
RIGHT TO USE ASSETS AND LIABILITIES - OPERATING LEASES (Details) - Lessee, Operating Lease, Liability, Maturity - USD ($) | May 31, 2021 | Jun. 01, 2019 |
Lessee, Operating Lease, Liability, Maturity [Abstract] | ||
Twelve months ended May 31, 2022 | $ 458,148 | |
Twelve months ended May 31, 2023 | 449,071 | |
Twelve months ended May 31, 2024 | 458,205 | |
Twelve months ended May 31, 2025 | 471,732 | |
Twelve months ended May 31, 2026 | 407,415 | |
Thereafter | 719,933 | |
Total | 2,964,504 | |
Less: Present value discount | (698,085) | |
Lease liability | $ 2,266,419 | $ 3,848,038 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) | 12 Months Ended | |
May 31, 2021 | May 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of Intangible Assets | $ 116,014 | $ 125,913 |
INTANGIBLE ASSETS (Details) - S
INTANGIBLE ASSETS (Details) - Schedule of Finite-Lived Intangible Assets - USD ($) | May 31, 2021 | May 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross | $ 1,663,593 | $ 1,663,593 |
Intangible Assets, Accumulated Amortization | (358,403) | (242,389) |
Intangible Assets, Net | 1,305,190 | 1,421,204 |
Goodwill [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross | 301,000 | |
Intangible Assets, Accumulated Amortization | (57,692) | |
Intangible Assets, Net | 243,308 | |
Intellectual Property [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross | 319,600 | 319,600 |
Intangible Assets, Accumulated Amortization | (93,217) | (61,257) |
Intangible Assets, Net | 226,383 | 258,343 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross | 990,000 | 990,000 |
Intangible Assets, Accumulated Amortization | (144,375) | (94,875) |
Intangible Assets, Net | 845,625 | 895,125 |
Trademarks and Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross | 301,000 | |
Intangible Assets, Accumulated Amortization | (87,792) | |
Intangible Assets, Net | 213,208 | |
Noncompete Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross | 27,000 | 27,000 |
Intangible Assets, Accumulated Amortization | (27,000) | (25,882) |
Intangible Assets, Net | 0 | 1,118 |
Internet Domain Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross | 25,993 | 25,993 |
Intangible Assets, Accumulated Amortization | (6,019) | (2,683) |
Intangible Assets, Net | $ 19,974 | $ 23,310 |
INTANGIBLE ASSETS (Details) -_2
INTANGIBLE ASSETS (Details) - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | May 31, 2021USD ($) |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Abstract] | |
2022 | $ 111,989 |
2023 | 111,989 |
2024 | 111,989 |
2025 | 111,989 |
2026 | 111,989 |
Thereafter | 745,245 |
$ 1,305,190 |
GOODWILL (Details)
GOODWILL (Details) - USD ($) | 12 Months Ended | ||
May 31, 2021 | May 31, 2020 | Jun. 27, 2018 | |
Disclosure Text Block Supplement [Abstract] | |||
Goodwill | $ 557,896 | $ 557,896 | $ 25,742,899 |
Goodwill, Impairment Loss | $ 0 | $ 25,185,003 | |
Share Price (in Dollars per share) | $ 0.06 |
OTHER ASSETS (Details) - Schedu
OTHER ASSETS (Details) - Schedule of Other Assets - USD ($) | May 31, 2021 | May 31, 2020 |
Schedule of Other Assets [Abstract] | ||
Security deposits | $ 167,455 | $ 167,455 |
$ 167,455 | $ 167,455 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - Schedule of Accounts Payable and Accrued Liabilities - USD ($) | May 31, 2021 | May 31, 2020 |
Schedule of Accounts Payable and Accrued Liabilities [Abstract] | ||
Trade accounts payable | $ 771,843 | $ 591,060 |
Accrued payroll and payroll taxes | 279,721 | 212,361 |
Accrued liabilities | 557,061 | 369,462 |
Total | $ 1,608,625 | $ 1,172,883 |
NOTES PAYABLE AND CONVERTIBLE_3
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) | Jun. 01, 2018USD ($) |
Debt Disclosure [Abstract] | |
Embedded Derivative, No Longer Bifurcated, Amount Reclassified to Stockholders' Equity | $ 1,265,751 |
NOTES PAYABLE AND CONVERTIBLE_4
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt - USD ($) | May 31, 2021 | May 31, 2020 |
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt [Line Items] | ||
Convertible Notes Payable, Gross | $ 20,095,813 | $ 19,883,212 |
Less: Discount | (35,496) | (2,238,730) |
Convertible Notes Payable, | 2,060,317 | 17,644,482 |
Total - Convertible Notes Payable, Net of Discounts, Current Portion | 330,495 | 0 |
Total - Convertible Notes Payable, Net of Discounts, Long-term Portion | 19,729,822 | 17,644,482 |
Navy Capital Debenture 1 [Member] | ||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt [Line Items] | ||
Convertible Notes Payable, Gross | 4,504,457 | 4,504,457 |
Navy Capital Debenture 2 [Member] | ||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt [Line Items] | ||
Convertible Notes Payable, Gross | 1,126,114 | 1,126,114 |
Murray FA Debenture [Member] | ||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt [Line Items] | ||
Convertible Notes Payable, Gross | 112,613 | 112,613 |
Darling Capital Debenture [Member] | ||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt [Line Items] | ||
Convertible Notes Payable, Gross | 599,101 | 599,101 |
Sabharwal Debenture [Member] | ||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt [Line Items] | ||
Convertible Notes Payable, Gross | 168,919 | 168,919 |
Srinivasan Debenture 6 [Member] | ||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt [Line Items] | ||
Convertible Notes Payable, Gross | 84,459 | 84,459 |
US Convertible Debenture 7 [Member] | ||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt [Line Items] | ||
Convertible Notes Payable, Gross | $ 13,500,150 | $ 13,287,549 |
NOTES PAYABLE AND CONVERTIBLE_5
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) - USD ($) | 12 Months Ended | |
May 31, 2021 | May 31, 2020 | |
Navy Capital Debenture 1 [Member] | ||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||
Amount | $ 4,000,000 | |
Interest rate | 8.00% | |
Dated | Oct. 31, 2018 | |
Conversion rate (in Dollars per share) | $ 0.80 | |
Discount recorded | $ 3,254,896 | |
Discount | 1,537,034 | $ 1,084,695 |
Accrued interest | $ 360,357 | 344,962 |
Convertible | The U.S. Convertible Debenture 1 is convertible into units (the "Convertible Debenture Units") at a conversion price of $0.80 per Convertible Debenture Unit. Each Convertible Debenture Unit consists of (i) one share of the Company's common stock, and (ii) one-half of one warrant, with each warrant exercisable for three years to purchase a share of common stock at a price of $1.10. | |
matures | 3 years | |
Transferred | $ 0 | 370,057 |
Amended | On April 15, 2021, the U.S. Convertible Debenture 1 was amended as follows: (i) the conversion price of the debenture was reduced to $0.30 per unit; and (ii) the maturity date was extended from October 31, 2021 to October 31, 2022. | |
Extinguishment of debt loss | $ 2,038,803 | |
Navy Capital Debenture 2 [Member] | ||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||
Amount | $ 1,000,000 | |
Interest rate | 8.00% | |
Dated | Oct. 31, 2018 | |
Conversion rate (in Dollars per share) | $ 0.80 | |
Discount recorded | $ 813,724 | |
Discount | 384,259 | 271,241 |
Accrued interest | $ 90,090 | 86,240 |
Convertible | The U.S. Convertible Debenture 2 is convertible into Convertible Debenture Units at a conversion price of $0.80 per Convertible Debenture Unit. Each Convertible Debenture Unit consists of (i) one share of the Company's common stock, and (ii) one-half of one warrant, with each warrant exercisable for three years to purchase a share of common stock at a price of $1.10. | |
matures | 3 years | |
Transferred | $ 0 | 92,514 |
Amended | On April 15, 2021, the U.S. Convertible Debenture 2 was amended as follows: (i) the conversion price of the debentures was reduced to $0.30 per unit; and (ii) the maturity date was extended from October 31, 2021 to October 31, 2022. | |
Extinguishment of debt loss | $ 509,700 | |
Murray FA Debenture [Member] | ||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||
Amount | $ 100,000 | |
Interest rate | 8.00% | |
Dated | Oct. 24, 2018 | |
Conversion rate (in Dollars per share) | $ 0.80 | |
Discount recorded | $ 75,415 | |
Discount | 25,138 | 25,138 |
Accrued interest | $ 9,009 | 8,638 |
Convertible | The U.S. Convertible Debenture 3 is convertible into Convertible Debenture Units at a conversion price of $0.80 per Convertible Debenture Unit. Each Convertible Debenture Unit consists of (i) one share of the Company's common stock, and (ii) one-half of one warrant, with each warrant exercisable for three years to purchase a share of common stock at a price of $1.10. | |
matures | 3 years | |
Transferred | $ 0 | 9,117 |
Darling Capital Debenture [Member] | ||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||
Amount | $ 532,000 | |
Interest rate | 8.00% | |
Dated | Oct. 25, 2018 | |
Conversion rate (in Dollars per share) | $ 0.80 | |
Discount recorded | $ 416,653 | |
Discount | 196,753 | 138,884 |
Accrued interest | $ 47,929 | 45,942 |
Convertible | The U.S. Convertible Debenture 4 is convertible into Convertible Debenture Units at a conversion price of $0.80 per Convertible Debenture Unit. Each Convertible Debenture Unit consists of (i) one share of the Company's common stock, and (ii) one-half of one warrant, with each warrant exercisable for three years to purchase a share of common stock at a price of $1.10. | |
matures | 3 years | |
Transferred | $ 0 | 48,623 |
Amended | On April 19, 2021, the U.S. Convertible Debenture 4 was amended as follows: (i) the conversion price of the debenture was reduced to $0.30 per unit; and (ii) the maturity date was extended from October 31, 2021 to October 31, 2022. | |
Extinguishment of debt loss | $ 271,164 | |
Sabharwal Debenture [Member] | ||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||
Amount | $ 150,000 | |
Interest rate | 8.00% | |
Dated | Oct. 26, 2018 | |
Conversion rate (in Dollars per share) | $ 0.80 | |
Discount recorded | $ 120,100 | |
Discount | 40,033 | 40,033 |
Accrued interest | $ 13,513 | 12,950 |
Convertible | The U.S. Convertible Debenture 5 is convertible into Convertible Debenture Units at a conversion price of $0.80 per Convertible Debenture Unit. Each Convertible Debenture Unit consists of (i) one share of the Company's common stock, and (ii) one-half of one warrant, with each warrant exercisable for three years to purchase a share of common stock at a price of $1.10. | |
matures | 3 years | |
Transferred | $ 0 | 13,743 |
Srinivasan Debenture 6 [Member] | ||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||
Amount | $ 75,000 | |
Interest rate | 8.00% | |
Dated | Oct. 26, 2018 | |
Conversion rate (in Dollars per share) | $ 0.80 | |
Discount recorded | $ 60,049 | |
Discount | 20,016 | 20,016 |
Accrued interest | $ 6,756 | 6,475 |
Convertible | The U.S. Convertible Debenture 6 is convertible into Convertible Debenture Units at a conversion price of $0.80 per Convertible Debenture Unit. Each Convertible Debenture Unit consists of (i) one share of the Company's common stock, and (ii) one-half of one warrant, with each warrant exercisable for three years to purchase a share of common stock at a price of $1.10 | |
matures | 3 years | |
Transferred | $ 0 | 6,871 |
US Convertible Debenture 7 [Member] | ||
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||
Amount | $ 12,012,000 | |
Interest rate | 8.00% | |
Dated | Dec. 12, 2018 | |
Conversion rate (in Dollars per share) | $ 0.80 | |
Accrued interest | $ 1,076,445 | 1,025,549 |
Convertible | The Canaccord Debentures are convertible into Convertible Debenture Units at a conversion price of $0.80 per Convertible Debenture Unit. Each Convertible Debenture Unit consists of (i) one share of the Company's common stock, and (ii) one-half of one warrant, with each warrant exercisable for three years to purchase a share of common stock at a price of $1.10. | |
matures | 3 years | |
Transferred | $ 212,601 | $ 984,300 |
Amended | On March 31, 2021, the Canaccord Debentures were amended as follows: (i) the conversion price of the debentures was reduced to $0.30 per unit; (ii) the maturity date was extended from December 12, 2021 to December 12, 2022; (iii) the mandatory conversion threshold was reduced from a daily volume weighted average trading price of greater than $1.20 per share to $0.60 per share for the preceding ten consecutive trading days; and (iv) the exercise price of the warrants issuable upon conversion was reduced from $1.10 to $0.40 and the expiration of the warrants extended until March 31, 2024 | |
Extinguishment of debt loss | $ 3,286,012 | |
Converted | $ 25,857 | |
Converted shares (in Shares) | 32,321 | |
Converted, warrants (in Shares) | 16,160 |
NOTES PAYABLE AND CONVERTIBLE_6
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Schedule of Amortization of Debt Discount - USD ($) | 12 Months Ended | |
May 31, 2021 | May 31, 2020 | |
Schedule of Amortization of Debt Discount [Abstract] | ||
Discounts on notes payable amortized to interest expense | $ 2,203,234 | $ 1,580,280 |
NOTES PAYABLE AND CONVERTIBLE_7
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details) - Schedule of Maturities of Long-term Debt | May 31, 2021USD ($) |
Schedule of Maturities of Long-term Debt [Abstract] | |
2022 | $ 365,991 |
2023 | 19,729,822 |
2024 | 0 |
2025 | 0 |
2026 | 0 |
Thereafter | 0 |
Total | $ 20,095,813 |
CONTINGENT LIABILITY (Details)
CONTINGENT LIABILITY (Details) - USD ($) | Feb. 16, 2021 | May 31, 2021 | May 31, 2020 | May 31, 2019 | Jun. 27, 2018 |
CONTINGENT LIABILITY (Details) [Line Items] | |||||
Business Combination, Liabilities Arising from Contingencies, Amount Recognized | $ 1,000,000 | ||||
Business Combination, Contingent Consideration, Liability, Current | $ 0 | $ 150,000 | 1,000,000 | $ 678,111 | |
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | $ 106,195 | $ 6,105,679 | 0 | $ 321,889 | |
Payment for Contingent Consideration Liability, Operating Activities | 850,000 | ||||
Deposit Assets | $ 150,000 | ||||
Taxes Paid by the Company [Member] | |||||
CONTINGENT LIABILITY (Details) [Line Items] | |||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | 41,805 | ||||
Other Expense [Member] | |||||
CONTINGENT LIABILITY (Details) [Line Items] | |||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | $ 2,000 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) - USD ($) | May 19, 2021 | Feb. 05, 2021 | Oct. 11, 2020 | Apr. 01, 2020 | Aug. 14, 2019 | Jul. 31, 2019 | Jul. 22, 2019 | Jul. 19, 2019 | Jul. 08, 2019 | Dec. 12, 2018 | Jul. 31, 2018 | Jun. 20, 2018 | Mar. 31, 2018 | May 19, 2021 | May 31, 2021 | May 31, 2020 | May 31, 2019 | Apr. 15, 2021 |
STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||||
Common Stock, Shares Authorized (in Shares) | 750,000,000 | 750,000,000 | ||||||||||||||||
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||||||||||||||
Preferred Stock, Shares Authorized (in Shares) | 20,000,000 | 20,000,000 | ||||||||||||||||
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.001 | $ 0.001 | ||||||||||||||||
Common Stock, Shares, Outstanding (in Shares) | 127,221,416 | 126,521,416 | ||||||||||||||||
Common Stock, Shares, Issued (in Shares) | 127,221,416 | 126,521,416 | ||||||||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture (in Shares) | 50,000 | 150,000 | ||||||||||||||||
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture | $ 14,970 | $ 28,500 | ||||||||||||||||
APIC, Share-based Payment Arrangement, Increase for Cost Recognition | $ (80,813) | |||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross (in Shares) | 250,000 | 250,000 | 500,000 | |||||||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 215,500 | |||||||||||||||||
Share-based Payment Arrangement, Noncash Expense | $ 28,500 | (25,750) | $ 0 | |||||||||||||||
Gain (Loss) on Extinguishment of Debt | $ 275,000 | (6,105,679) | 0 | |||||||||||||||
Stock Issued During Period, Value, Issued for Services | 45,000 | |||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 15,677 | 16,644 | ||||||||||||||||
Warrants and Rights Outstanding, Term | 3 years | 3 years | 5 years | |||||||||||||||
Class of Warrant or Rights, Granted (in Shares) | 7,838 | 8,322 | 1,074,720 | 2,317,842 | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 1.10 | $ 1.10 | $ 0.45 | $ 0.40 | ||||||||||||||
Debt Conversion, Original Debt, Amount | $ 12,542 | $ 13,315 | ||||||||||||||||
Unit, Description | Each warrant entitles the holder to purchase one unit, which consists of one share of common stock and a warrant to purchase one share of common stock, for C$0.65 per share | |||||||||||||||||
Class of Warrants or Rights, Value | $ 1,495,373 | |||||||||||||||||
Service Provider [Member] | ||||||||||||||||||
STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||||
Cancellation on Contract | $ 22,500 | |||||||||||||||||
Stock Repurchased and Retired During Period, Shares (in Shares) | 100,000 | |||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 22,500 | |||||||||||||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | 100,000 | |||||||||||||||||
Service [Member] | ||||||||||||||||||
STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||||
Cancellation on Contract | $ 3,250 | |||||||||||||||||
Stock Repurchased and Retired During Period, Shares (in Shares) | 25,000 | |||||||||||||||||
Chief Executive Officer [Member] | ||||||||||||||||||
STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture (in Shares) | 500,000 | |||||||||||||||||
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture | $ 355,000 | $ 215,500 | ||||||||||||||||
APIC, Share-based Payment Arrangement, Increase for Cost Recognition | $ 29,583 | $ 325,417 | ||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross (in Shares) | 250,000 | 250,000 | 500,000 | 500,000 | ||||||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 355,000 | |||||||||||||||||
Share-based Payment Arrangement, Noncash Expense | $ 80,811 | 107,751 | 26,938 | |||||||||||||||
Chief Operating Officer [Member] | ||||||||||||||||||
STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture (in Shares) | 50,000 | |||||||||||||||||
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture | $ 35,495 | |||||||||||||||||
APIC, Share-based Payment Arrangement, Increase for Cost Recognition | $ 2,958 | 32,542 | ||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross (in Shares) | 50,000 | |||||||||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 35,000 | |||||||||||||||||
To Be Issued to Officers [Member] | ||||||||||||||||||
STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture (in Shares) | 154,014 | |||||||||||||||||
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture | $ 791,668 | |||||||||||||||||
Stock To Be Issued [Member] | ||||||||||||||||||
STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 45,000 | |||||||||||||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | 200,000 | |||||||||||||||||
WestPark Capital Inc [Member] | ||||||||||||||||||
STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||||
Warrant Description | Each unit consists of four shares of common stock and one warrant to purchase a share of common stock for $0.75 per share. | |||||||||||||||||
Debenture Offering [Member] | Debenture Offering, Advisory and Agent Fees [Member] | ||||||||||||||||||
STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||||
Unit, Description | Each warrant entitles the holder to purchase a unit for $0.80, which unit consists of one share of common stock and a warrant to purchase one-half share of common stock at an exercise price of $1.10 per share | |||||||||||||||||
Warrant, Term of Warrants | 3 years | |||||||||||||||||
Debenture Offering [Member] | Compensation Warrants [Member] | ||||||||||||||||||
STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||||
Class of Warrant or Rights, Granted (in Shares) | 268,680 | |||||||||||||||||
Adjustments to Additional Paid in Capital, Warrant Issued | $ 874,457 | |||||||||||||||||
U.S. Convertible Debentures 1, 2, and 4 [Member] | ||||||||||||||||||
STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | 3,286,012 | |||||||||||||||||
Canaccord Debentures [Member] | ||||||||||||||||||
STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | 2,819,667 | |||||||||||||||||
Common Stock [Member] | ||||||||||||||||||
STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 10 | |||||||||||||||||
Common Stock [Member] | Chief Executive Officer [Member] | ||||||||||||||||||
STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||||
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture | 50 | |||||||||||||||||
Common Stock [Member] | Chief Operating Officer [Member] | ||||||||||||||||||
STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||||
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture | 5 | |||||||||||||||||
Additional Paid-in Capital [Member] | ||||||||||||||||||
STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | $ (6,105,679) | |||||||||||||||||
Stock Issued During Period, Value, Issued for Services | 22,490 | |||||||||||||||||
Additional Paid-in Capital [Member] | Chief Executive Officer [Member] | ||||||||||||||||||
STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||||
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture | $ 354,950 | |||||||||||||||||
Additional Paid-in Capital [Member] | Chief Operating Officer [Member] | ||||||||||||||||||
STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||||
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture | $ 35,495 | |||||||||||||||||
WestPark Capital Inc [Member] | ||||||||||||||||||
STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||||
Class of Warrant or Rights, Granted (in Shares) | 205,238 | |||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 1.25 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) - Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range - $ / shares | May 31, 2019 | May 31, 2021 | May 31, 2020 | Apr. 15, 2021 | Jul. 19, 2019 | Jul. 08, 2019 | May 30, 2019 | Jun. 20, 2018 |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||||||
Exercise Price | $ 0.40 | $ 1.10 | $ 1.10 | $ 0.45 | ||||
Number of warrants outstanding (in Shares) | 53,997,645 | 54,835,145 | 54,818,985 | |||||
Weighted average remaining contractual life | 186 days | |||||||
Weighted average exercise price of outstanding warrants | $ 0.53 | $ 0.53 | $ 0.53 | |||||
Number of warrants exercisable (in Shares) | 53,997,645 | |||||||
Weighted average exercise price of exercisable warrants | $ 0.53 | |||||||
Warrant Exercisable at $0.49 [Member] | ||||||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||||||
Exercise Price | $ 0.49 | |||||||
Number of warrants outstanding (in Shares) | 33,465,110 | |||||||
Weighted average remaining contractual life | 1 year 6 months | |||||||
Weighted average exercise price of outstanding warrants | $ 0.49 | |||||||
Number of warrants exercisable (in Shares) | 33,465,110 | |||||||
Weighted average exercise price of exercisable warrants | $ 0.49 | |||||||
Warrants Exercisable at $0.50 [Member] | ||||||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||||||
Exercise Price | $ 0.50 | |||||||
Number of warrants outstanding (in Shares) | 2,736,500 | |||||||
Weighted average remaining contractual life | 1 year 266 days | |||||||
Weighted average exercise price of outstanding warrants | $ 0.50 | |||||||
Number of warrants exercisable (in Shares) | 2,736,500 | |||||||
Weighted average exercise price of exercisable warrants | $ 0.50 | |||||||
Warrant Exercisable at $0.60 [Member] | ||||||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||||||
Exercise Price | $ 0.60 | |||||||
Number of warrants outstanding (in Shares) | 17,500,000 | |||||||
Weighted average remaining contractual life | 1 year 6 months | |||||||
Weighted average exercise price of outstanding warrants | $ 0.60 | |||||||
Number of warrants exercisable (in Shares) | 17,500,000 | |||||||
Weighted average exercise price of exercisable warrants | $ 0.60 | |||||||
Warrant Exercisable at $1.10 [Member] | ||||||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||||||
Exercise Price | $ 1.10 | |||||||
Number of warrants outstanding (in Shares) | 296,035 | |||||||
Weighted average remaining contractual life | 1 year 204 days | |||||||
Weighted average exercise price of outstanding warrants | $ 1.10 | |||||||
Number of warrants exercisable (in Shares) | 296,035 | |||||||
Weighted average exercise price of exercisable warrants | $ 1.10 |
STOCKHOLDERS' EQUITY (Details_2
STOCKHOLDERS' EQUITY (Details) - Schedule of Stockholders' Equity Note, Warrants or Rights - $ / shares | May 31, 2019 | May 31, 2021 | May 31, 2020 |
Schedule of Stockholders' Equity Note, Warrants or Rights [Abstract] | |||
Warrants outstanding, Number of Shares | 54,818,985 | 54,835,145 | |
Warrants outstanding, Weighted Average Exercise Price | $ 0.53 | $ 0.53 | $ 0.53 |
Granted, Number of Shares | 0 | 16,160 | |
Granted, Weighted Average Exercise Price | $ 0 | $ 1.10 | |
Exercised, Number of Shares | 0 | 0 | |
Exercised, Weighted Average Exercise Price | $ 0 | $ 0 | |
Cancelled / Expired, Number of Shares | (837,500) | 0 | |
Cancelled / Expired, Weighted Average Exercise Price | $ 0.75 | $ 0 | |
Warrants outstanding, Number of Shares | 53,997,645 | 54,835,145 |
GAIN ON SETTLEMENT OF LIABILI_2
GAIN ON SETTLEMENT OF LIABILITIES (Details) - USD ($) | Aug. 14, 2019 | May 31, 2021 | May 31, 2020 |
Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract] | |||
Gain (Loss) on Extinguishment of Debt | $ 275,000 | $ (6,105,679) | $ 0 |
FAIR VALUE OF FINANCIAL INSTR_3
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis - USD ($) | May 31, 2021 | May 31, 2020 |
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Derivative liabilities | $ 0 | $ 0 |
Fair Value, Inputs, Level 1 [Member] | ||
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Derivative liabilities | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Derivative liabilities | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Derivative liabilities | $ 0 | $ 0 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | May 19, 2021 | Feb. 05, 2021 | Jul. 31, 2019 | Jul. 22, 2019 | Jul. 31, 2018 | May 19, 2021 | May 31, 2021 | May 31, 2020 | May 31, 2019 |
Former Officer [Member] | |||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||
Employee-related Liabilities, Current | $ 16,250 | $ 16,250 | |||||||
Chief Executive Officer [Member] | |||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross (in Shares) | 250,000 | 250,000 | 500,000 | 500,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 1 year | ||||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 355,000 | ||||||||
Share-based Payment Arrangement, Expense | 0 | 29,583 | |||||||
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture | $ 355,000 | $ 215,500 | |||||||
Share-based Payment Arrangement, Noncash Expense | 80,811 | 107,751 | $ 26,938 | ||||||
Chief Operating Officer [Member] | |||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||
Employee-related Liabilities, Current | 16,250 | ||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross (in Shares) | 50,000 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 1 year | ||||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 35,000 | ||||||||
Share-based Payment Arrangement, Expense | $ 0 | $ 2,958 | |||||||
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture | $ 35,495 |
INCOME TAXES (Details)
INCOME TAXES (Details) | May 31, 2021USD ($) |
Income Tax Disclosure [Abstract] | |
Operating Loss Carryforwards | $ 7,457,218 |
INCOME TAXES (Details) - Schedu
INCOME TAXES (Details) - Schedule of Effective Income Tax Rate Reconciliation - USD ($) | 12 Months Ended | |
May 31, 2021 | May 31, 2020 | |
Schedule of Effective Income Tax Rate Reconciliation [Abstract] | ||
Aggregate revenue (2019-2021) | $ 39,668,764 | |
Directly attributable costs | (27,810,215) | |
Deferred | $ 11,858,549 | |
Tax rate | 21.00% | 21.00% |
Tax expense | $ 2,490,295 | $ 0 |
INCOME TAXES (Details) - Sche_2
INCOME TAXES (Details) - Schedule of Deferred Tax Assets and Liabilities - USD ($) | 12 Months Ended | |
May 31, 2021 | May 31, 2020 | |
Schedule of Deferred Tax Assets and Liabilities [Abstract] | ||
Federal Statutory Rate | 21.00% | 21.00% |
Net operating loss carryforward | $ 1,566,016 | $ 2,538,429 |
Other deferred tax assets | (1,566,016) | (2,538,429) |
Net deferred tax liability | $ 0 | $ 0 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | Oct. 14, 2019 | Oct. 01, 2019USD ($) | Jul. 31, 2019 | Jul. 19, 2019USD ($) | Jul. 08, 2019USD ($) | Apr. 08, 2019USD ($)shares | Mar. 01, 2019USD ($)shares | Jul. 31, 2018shares | Jul. 01, 2018USD ($)shares | Apr. 06, 2018USD ($) | Jan. 05, 2018USD ($) | Oct. 09, 2017USD ($) | Aug. 23, 2017USD ($) | Jul. 20, 2016USD ($) | Mar. 31, 2016USD ($) | Oct. 01, 2014 | Feb. 29, 2020USD ($) | Feb. 28, 2019USD ($)ft² | Jan. 31, 2018USD ($)ft² | Jan. 31, 2016USD ($)ft² | Feb. 28, 2019USD ($)ft² | May 31, 2021USD ($) | May 31, 2019USD ($) | May 31, 2020USD ($) | Apr. 17, 2017ft² |
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||||||||||||||||||
Operating Lease, Expense | $ 495,114 | ||||||||||||||||||||||||
Loss Contingency Accrual, Provision | $ 10,000 | ||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 12,542 | $ 13,315 | |||||||||||||||||||||||
Employment Agreement, Amendment | the amendment provides for certain change of control provisions, including a payment of up to three years base salary and bonuses up to a maximum of $1,000,000, if Mr. Binder resigns or is terminated in connection with a change in control of the Company | ||||||||||||||||||||||||
Employee-related Liabilities, Current | 279,721 | $ 212,361 | |||||||||||||||||||||||
Deposit [Member] | |||||||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||||||||||||||||||
Loss Contingency Accrual, Provision | 50,000 | ||||||||||||||||||||||||
Rent Expense [Member] | |||||||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||||||||||||||||||
Loss Contingency Accrual, Provision | 15,699 | ||||||||||||||||||||||||
Remaining Amounts Due Under Lease [Member] | |||||||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||||||||||||||||||
Loss Contingency Accrual, Provision | $ 30,000 | ||||||||||||||||||||||||
Chief Executive Officer [Member] | |||||||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||||||||||||||||||
Employment Agreement, Term | 5 years | ||||||||||||||||||||||||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | $ 150,000 | $ 150,000 | |||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Description | performance bonus equal to 2% of the annual EBITDA of CLS Nevada, Inc., and annual restricted stock awards of the Company’s common stock in an amount equal to 3% of the annual EBITDA | performance bonus equal to 2% of CLS Labs’ annual EBITDA, up to a maximum annual cash compensation of $1 million (including his base salary), and annual stock options, exercisable at the fair market value of CLS Labs’ common stock on the date of grant, in an amount equal to 2% of its annual EBITDA up to $42.5 million and 4% of its annual EBITDA in excess of $42.5 million | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Description | annual stock options, exercisable at the fair market value of CLS Labs’ common stock on the date of grant, in an amount equal to 2% of its annual EBITDA up to $42.5 million and 4% of its annual EBITDA in excess of $42.5 million | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 1 year | ||||||||||||||||||||||||
Chief Executive Officer [Member] | One Time Signing Bonus [Member] | |||||||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in Shares) | shares | 500,000 | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 1 year | ||||||||||||||||||||||||
Chief Operating Officer [Member] | |||||||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||||||||||||||||||
Employment Agreement, Term | 2 years | ||||||||||||||||||||||||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | $ 150,000 | ||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Description | performance bonus equal to 2% of the annual EBITDA of CLS Nevada, Inc., and annual restricted stock awards of the Company’ common stock in an amount equal to 3% of the annual EBITDA | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 1 year | ||||||||||||||||||||||||
Employee-related Liabilities, Current | 16,250 | ||||||||||||||||||||||||
Chief Operating Officer [Member] | One Time Signing Bonus [Member] | |||||||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in Shares) | shares | 50,000 | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 1 year | ||||||||||||||||||||||||
President [Member] | |||||||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||||||||||||||||||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | $ 200,000 | $ 175,000 | |||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Description | performance-based bonus equal to two percent (2%) of the Company’s annual EBITDA up to a maximum annual cash compensation of $1 million including base salary, and annual stock options, exercisable at the fair market value of the Company’s common stock on the effective date of grant, in an amount equal to 2% of the Company’s EBITDA up to $42.5 million and 4% of its annual EBITDA in excess of $42.5 million | performance bonus equal to 1% of the Company’s annual EBITDA, and annual restricted stock awards in an amount equal to 1% of the Company’s annual EBITDA | |||||||||||||||||||||||
Employment Agreement, Amendment | the amendment provides for certain change of control provisions, including a payment of up to three years base salary and bonuses up to a maximum of $1,000,000, if Mr. Glashow resigns or is terminated in connection with a change in control of the Company | ||||||||||||||||||||||||
President [Member] | One Time Signing Bonus [Member] | |||||||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in Shares) | shares | 500,000 | ||||||||||||||||||||||||
Chief Financial Officer [Member] | |||||||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||||||||||||||||||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | $ 110,000 | ||||||||||||||||||||||||
Chief Financial Officer [Member] | One Time Signing Bonus [Member] | |||||||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in Shares) | shares | 50,000 | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 1 year | ||||||||||||||||||||||||
Former Officer [Member] | |||||||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||||||||||||||||||
Employee-related Liabilities, Current | $ 16,250 | $ 16,250 | |||||||||||||||||||||||
Building [Member] | |||||||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||||||||||||||||||
Area of Real Estate Property (in Square Feet) | ft² | 14,392 | ||||||||||||||||||||||||
Lessee, Operating Lease, Term of Contract | 72 months | ||||||||||||||||||||||||
Lessee, Operating Lease, Renewal Term | 10 years | ||||||||||||||||||||||||
Unpaid Accrued Salary Converted to Convertible Note [Member] | Convertible Debt [Member] | Chief Executive Officer [Member] | |||||||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 37,500 | $ 37,500 | $ 39,521 | $ 62,500 | $ 250,000 | $ 112,500 | |||||||||||||||||||
Minimum [Member] | Building and Building Improvements [Member] | |||||||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||||||||||||||||||
Lessee, Operating Lease, Term of Contract | 1 year | ||||||||||||||||||||||||
Las Vegas, NV #1 [Member] | Building [Member] | |||||||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||||||||||||||||||
Area of Real Estate Property (in Square Feet) | ft² | 1,400 | 1,400 | |||||||||||||||||||||||
Lessee, Operating Lease, Term of Contract | 18 months | 18 months | |||||||||||||||||||||||
Operating Lease, Annual Increase | 3.00% | ||||||||||||||||||||||||
Las Vegas, NV #1 [Member] | Minimum [Member] | Building [Member] | |||||||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||||||||||||||||||
Operating Lease, Expense | $ 1,866.70 | $ 1,785 | |||||||||||||||||||||||
Las Vegas, NV #2 [Member] | Building [Member] | |||||||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||||||||||||||||||
Area of Real Estate Property (in Square Feet) | ft² | 1,000 | ||||||||||||||||||||||||
Las Vegas, NV #2 [Member] | Building and Building Improvements [Member] | |||||||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||||||||||||||||||
Operating Lease, Monthly Amount Increase | $ 600 | ||||||||||||||||||||||||
Las Vegas, NV #2 [Member] | Minimum [Member] | Building and Building Improvements [Member] | |||||||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||||||||||||||||||
Operating Lease, Expense | $ 7,500 | ||||||||||||||||||||||||
Las Vegas, NV #3 [Member] | Building [Member] | |||||||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||||||||||||||||||
Area of Real Estate Property (in Square Feet) | ft² | 2,504 | 2,504 | |||||||||||||||||||||||
Lessee, Operating Lease, Term of Contract | 18 months | 18 months | |||||||||||||||||||||||
Operating Lease, Annual Increase | 3.00% | ||||||||||||||||||||||||
Las Vegas, NV #3 [Member] | Minimum [Member] | Building [Member] | |||||||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||||||||||||||||||
Operating Lease, Expense | $ 3,210 | ||||||||||||||||||||||||
Las Vegas, NV #4 [Member] | Building and Building Improvements [Member] | |||||||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||||||||||||||||||
Area of Real Estate Property (in Square Feet) | ft² | 22,000 | ||||||||||||||||||||||||
Las Vegas, NV #4 [Member] | Minimum [Member] | Building and Building Improvements [Member] | |||||||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||||||||||||||||||
Operating Lease, Expense | $ 11,000 | ||||||||||||||||||||||||
Las Vegas, NV #4 [Member] | Minimum [Member] | Building and Building Improvements [Member] | Rent starting January 1, 2020 [Member] | |||||||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||||||||||||||||||
Operating Lease, Expense | 29,000 | ||||||||||||||||||||||||
Las Vegas, NV #4 [Member] | Minimum [Member] | Building and Building Improvements [Member] | Rent for April, May and June 2020 [Member] | |||||||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||||||||||||||||||
Operating Lease, Expense | 25,000 | ||||||||||||||||||||||||
Las Vegas, NV #4 [Member] | Minimum [Member] | Building and Building Improvements [Member] | Rent for March 2021 through February 2022 [Member] | |||||||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||||||||||||||||||
Operating Lease, Expense | 22,500 | ||||||||||||||||||||||||
Las Vegas, NV #4 [Member] | Minimum [Member] | Building and Building Improvements [Member] | Rent for March 2022 through February 2023 [Member] | |||||||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||||||||||||||||||
Operating Lease, Expense | 23,175 | ||||||||||||||||||||||||
Las Vegas, NV #4 [Member] | Minimum [Member] | Building and Building Improvements [Member] | Rent for March 2023 through February 2024 [Member] | |||||||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||||||||||||||||||
Operating Lease, Expense | 23,870 | ||||||||||||||||||||||||
Las Vegas, NV #4 [Member] | Minimum [Member] | Building and Building Improvements [Member] | Rent for March 2024 through February 2025 [Member] | |||||||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||||||||||||||||||
Operating Lease, Expense | 24,586 | ||||||||||||||||||||||||
Las Vegas, NV #4 [Member] | Minimum [Member] | Building and Building Improvements [Member] | Rent for March 2025 through February 2026 [Member] | |||||||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||||||||||||||||||
Operating Lease, Expense | $ 25,323 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Subsequent Event [Member] - USD ($) | Jun. 17, 2021 | Jun. 14, 2021 |
SUBSEQUENT EVENTS (Details) [Line Items] | ||
Financing Receivable, after Allowance for Credit Loss | $ 3,000,000 | |
Proceeds from Collection of Notes Receivable | 2,000,000 | |
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 936,666 | |
Warrants and Rights Outstanding, Term | 3 years | |
Class of Warrant or Rights, Granted (in Shares) | 468,333 | |
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.30 | |
Debt Conversion, Original Debt, Amount | $ 281,000 | |
Due and Payable on or Before June 21, 2021 [Member] | ||
SUBSEQUENT EVENTS (Details) [Line Items] | ||
Proceeds from Collection of Notes Receivable | 500,000 | |
Due and Payable on or Before July 12, 2021 [Member] | ||
SUBSEQUENT EVENTS (Details) [Line Items] | ||
Proceeds from Collection of Notes Receivable | $ 500,000 |