Cover
Cover - shares | 3 Months Ended | |
Aug. 31, 2021 | Oct. 02, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Aug. 31, 2021 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --05-31 | |
Entity File Number | 000-56250 | |
Entity Registrant Name | MJ Harvest, Inc. | |
Entity Central Index Key | 0001789330 | |
Entity Tax Identification Number | 82-3400471 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 9205 W. Russell Road | |
Entity Address, Address Line Two | Suite 240 | |
Entity Address, City or Town | Las Vegas | |
Entity Address, State or Province | NV | |
Entity Address, Postal Zip Code | 89139 | |
City Area Code | (954) | |
Local Phone Number | 519-3115 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 31,449,344 |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Aug. 31, 2021 | May 31, 2021 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 22,377 | $ 123,319 |
Accounts receivable | 38,050 | |
Vendor deposits | 11,467 | |
Inventory | 18,349 | 28,159 |
Total current assets | 90,243 | 151,478 |
Investment in PPK | 2,791,666 | 1,000,000 |
Fixed assets, net | 9,579 | 10,839 |
Finite-lived intangible assets, net | 122,084 | 125,834 |
Indefinite-lived intangible assets, net | 6,000 | 6,000 |
Total Assets | 3,019,572 | 1,294,151 |
CURRENT LIABILITIES: | ||
Accounts payable and other current liabilities | 269,312 | 181,594 |
Customer deposits | 7,760 | |
Notes payable , net of discount | 800,000 | 350,000 |
Total current liabilities | 1,077,072 | 531,594 |
LONG-TERM LIABILITIES: | ||
Common stock payable | 214,221 | 100,000 |
Advances from related parties | 1,451,982 | 1,317,982 |
Total long-term liabilities | 1,666,203 | 1,417,982 |
Total Liabilities | 2,743,275 | 1,949,576 |
STOCKHOLDERS’ EQUITY (DEFICIT): | ||
Preferred stock, par value $0.0001, 5,000,000 shares authorized, no shares issued and outstanding | ||
Common stock, $0.0001 par value per share, 100,000,000 shares authorized, 31,449,344 and 25,302,122 issued and outstanding, respectively | 3,145 | 2,530 |
Additional paid-in capital | 10,311,603 | 8,440,302 |
Accumulated deficit | (10,038,451) | (9,098,257) |
Total stockholders’ equity (deficit) | 276,297 | (655,425) |
Total Liabilities and Stockholders’ Equity (Deficit) | $ 3,019,572 | $ 1,294,151 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Aug. 31, 2021 | May 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred Stock Par Value | $ 0.0001 | $ 0.0001 |
Preferred Stock Shares Authorized | 5,000,000 | |
Preferred Stock Shares Issued | 0 | 0 |
Preferred Stock Shares Outstanding | 0 | 0 |
Common Stock Par Value | $ 0.0001 | $ 0.0001 |
Common Stock Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock Shares Issued | 31,449,344 | 25,302,122 |
Common Stock Shares Outstanding | 31,449,344 | 25,302,122 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | |
Aug. 31, 2021 | Aug. 31, 2020 | |
Income Statement [Abstract] | ||
REVENUE | $ 74,685 | $ 30,829 |
COST OF REVENUE | 20,129 | 13,181 |
Gross profit | 54,556 | 17,648 |
OPERATING EXPENSES: | ||
Officer and director compensation | 135,000 | 130,000 |
General and administrative | 26,354 | 8,819 |
Professional fees and contract services | 74,893 | 95,682 |
Advertising and promotion | 279,857 | |
Total operating expenses | 516,104 | 234,501 |
NET LOSS FROM CONTINUING OPERATIONS | (461,548) | (216,853) |
NON-OPERATING EXPENSES | ||
Interest expense | 478,646 | |
LOSS FROM DISCONTINUED OPERATIONS | ||
Operating loss from discontinued operations | (4,151) | |
Loss on discontinued operations | (10,000) | |
Total loss from discontinued operations | (14,151) | |
NET LOSS | $ (940,194) | $ (231,004) |
NET LOSS PER COMMON SHARE - Basic and diluted | $ (0.04) | $ (0.01) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - Basic and diluted | 26,359,821 | 22,892,874 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY ( DEFICIT) (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
BALANCES, May 31, 2021 at May. 31, 2020 | $ 2,289 | $ 3,763,374 | $ (4,182,394) | $ (416,731) |
Beginning Balance, Shares at May. 31, 2020 | 22,892,874 | |||
Net loss | (231,004) | (231,004) | ||
BALANCES, August 31, 2021 at Aug. 31, 2020 | $ 2,289 | 3,763,374 | (4,413,398) | (647,735) |
Ending Balance, Shares at Aug. 31, 2020 | 22,892,874 | |||
BALANCES, May 31, 2021 at May. 31, 2021 | $ 2,530 | 8,440,302 | (9,098,257) | (655,425) |
Beginning Balance, Shares at May. 31, 2021 | 25,302,122 | |||
Stock issued for services | $ 18 | 80,232 | 80,250 | |
Stock issued for services, shares | 175,000 | |||
Stock issued for investment in PPK | $ 597 | 1,791,069 | 1,791,666 | |
Stock issued for investment in PPK | 5,972,222 | |||
Net loss | (940,194) | (940,194) | ||
BALANCES, August 31, 2021 at Aug. 31, 2021 | $ 3,145 | $ 10,311,603 | $ (10,038,451) | $ 276,297 |
Ending Balance, Shares at Aug. 31, 2021 | 31,449,344 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | |
Aug. 31, 2021 | Aug. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (940,194) | $ (231,004) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 5,010 | 18,135 |
Share based compensation issued and to be issued | 194,471 | 129,571 |
Amortization of note payable discount | 450,000 | |
Compensation expense included in advances from related parties | 70,000 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (38,050) | (4,924) |
Vendor deposits | (11,467) | 20,000 |
Inventory | 9,810 | 4,370 |
Accounts payable and other current liabilities | 87,718 | (26,959) |
Customer deposits | 7,760 | |
NET CASH (USED IN) OPERATING ACTIVITIES | (164,942) | (90,811) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from advances by related parties | 64,000 | 66,000 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 64,000 | 66,000 |
NET CHANGE IN CASH AND CASH EQUIVALENTS | (100,942) | (24,811) |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 123,319 | 32,343 |
CASH AND CASH EQUIVALENTS END OF PERIOD | 22,377 | 7,532 |
Non-cash financing and investing activities: | ||
Shares issued for investment in PPK | $ 1,791,666 |
NATURE OF BUSINESS AND SIGNIFIC
NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Aug. 31, 2021 | |
Accounting Policies [Abstract] | |
NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 – NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES Nature of Business MJ Harvest, Inc. (the “Company”), develops, acquires, and distributes agricultural and horticultural tools and implements for sale primarily to growers and operators in the hemp and cannabis retail industry. The Company owns 100% of G4 Products LLC, (“G4”) which owns intellectual property for a patented manual debudder product line marketed under the Original 420 Brand as the Debudder Bucket Lid and Edge. The Company also owns 100% of AgroExports LLC (“Agro”) which serves as the domestic and international distribution arm for sales of agricultural and horticultural tools and implements. The Company operates its sales portal website, www.procannagro.com, for online sales of its products. In 2019, the Company formed AgroExports.CA ULC (“Agro Canada”), a wholly owned Canadian subsidiary in order to facilitate online payments from sales in Canada. Sales in Canada are currently serviced through a fulfillment center in Toronto. In the year ending May 31, 2021, the Company expanded its focus to include a minority investment interest in PPK Investment Group, Inc. (“PPK”), a vertically integrated cannabis company in Oklahoma that operates as a grower, harvester, processor, manufacturer and distributor of the Country Cannabis Brand of cannabis products. The investment in PPK represents a shift in focus from an agricultural implements-based business to a broader cannabis industry focus. Basis of Presentation and Consolidation The Company’s fiscal year-end is May 31. The unaudited financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information, accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of the Company’s management, all adjustments (consisting of only normal recurring accruals) considered necessary for a fair presentation of the interim financial statements have been included. Operating results for the three-month period ended August 31, 2021 are not necessarily indicative of the results that may be expected for the fiscal year ending May 31, 2022. For further information refer to the financial statements and footnotes thereto in the Company’s audited financial statements for the year ended May 31, 2021 in the Form 10-K as filed with the Securities and Exchange Commission. The consolidated financial statements of the Company include the accounts of the Company and its wholly owned subsidiaries Agro, G4, and Agro Canada. All subsidiaries were wholly owned in the periods presented. All intercompany transactions have been eliminated. Going Concern The Company has an accumulated deficit as of August 31, 2021 of $10,038,451 10,038,451 Additional acquisitions and business opportunities are under consideration, but the Company has not reached agreement with any other acquisition candidates or business opportunities. Management intends to finance operating costs over the next twelve months with cash flows from operations, private placement or public offering of common stock or debt instruments, and when necessary, advances from directors and officers. The accompanying financial statements do not include any adjustments that might be required should the Company be unable to continue as a going concern. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Share based compensation, impairment of long-lived assets, amortization of intangible assets, and income taxes are subject to estimates. Actual results could differ from those estimates. Reclassifications Certain prior period amounts have been reclassified to conform with the current period presentation. New Accounting Standards In August 2020, the FASB issued ASU No. 2020-06 Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The update is to address issues identified as a result of the complexity associated with applying generally accepted accounting principles for certain financial instruments with characteristics of liabilities and equity. The update is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years and with early adoption permitted. Management is evaluating the impact of this update on the Company’s consolidated financial statements. Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. Revenue Recognition The Company generates revenue based on sales of products and revenue is recognized when the Company satisfies its performance obligation by shipping products to our customers. Our products consist of agricultural tools and implements, soils, and soil additives used primarily in growing and harvesting hemp and marijuana. Shipments terms are FOB origination, and revenue is recognized when the product is delivered to the shipper by our fulfillment centers or, in the case of drop shipments of distributed products, when the products are shipped from the manufacturer. At the time the products are delivered to the shipper, no other performance obligations remain. Revenue is recognized in an amount that reflects the consideration that is received in exchange for the products shipped. The Company accounts for shipping and handling activities as a fulfillment cost and include fees received for shipping and handling as part of the transaction price. Provision for sales incentives, discounts, and returns and allowances, if applicable, are accounted for as reductions of revenue in the period the related sales are recorded. Sales incentives, discounts and returns and allowances were not material in the periods presented in the accompanying consolidated financial statements. The Company had no warranty costs associated with the sales of its products in the periods presented in the accompanying consolidated statements of operations and no provision for warranty expenses has been included. Inventory Inventory consists of purchased products and is stated at the lower of cost or market, with cost being determined using the average cost method. Allowances for obsolete inventory are recognized when the inventory is determined to be unsalable through the normal course of business. Investments Equity securities are generally measured at fair value. Unrealized gains and losses for equity securities are included in earnings. If an equity security does not have a readily determinable fair value, the Company may elect to measure the security at its cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment in the same issuer. At the end of each reporting period, the Company reassesses whether an equity security without a readily determinable fair value qualifies to be measured at cost minus impairment, considers whether impairment indicators exist to evaluate whether the investment is impaired and, if so, records an impairment loss. Upon sale of an equity security, the realized gain or loss is recognized in earnings. Intangible Assets Intangible asset amounts are initially recognized at the acquisition date fair values of intangible assets acquired. Finite-lived intangible assets are amortized over their useful lives. The carrying amounts of finite-lived intangible assets are evaluated for recoverability whenever events or changes in circumstances indicate that the Company may be unable to recover the asset’s carrying amount. When there is no foreseeable limit on the period of time over which an intangible asset is expected to contribute to the cash flows of the Company, an intangible asset is determined to have an indefinite life. Indefinite life intangible assets are not amortized but tested for impairment annually or more frequently when indicators of impairment exist. Determination of acquisition date fair values and intangible asset impairment tests require judgment. Significant judgments required to estimate the fair value of intangible assets include determining the appropriate valuation method, identifying market prices for similar type items, estimating future cash flows, determining appropriate discount rates and other assumptions. Changes in estimates and assumptions or the occurrence of one or more confirming events in future periods could cause the actual results or outcomes to materially differ from such estimates. Net Earnings (Loss) Per Share Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares and dilutive common stock equivalents outstanding. During periods in which the Company incurs losses, common stock equivalents, if any, are not considered, as their effect would be anti-dilutive. During the three months ended August 31, 2021, the Company had 3,000,000 warrants outstanding which were anti-dilutive due to the net loss recognized in the period. In the three months ended August 31, 2020, the Company had no common stock equivalents outstanding. Share-Based Payments All transactions in which goods or services are received for the issuance of shares of the Company’s common stock are accounted for based on the fair value of the common stock issued and recognized when the board of directors authorizes the issuance. |
FIXED ASSETS
FIXED ASSETS | 3 Months Ended |
Aug. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
FIXED ASSETS | NOTE 2 – FIXED ASSETS Fixed assets consisted of the following at August 31, 2021 and May 31, 2021: Schedule of fixed assets August 31, May 31, Property & Equipment 2021 2021 Equipment - production molds $ 25,109 $ 25,109 Less: Accumulated amortization (15,530 ) (14,270 ) Net Equipment $ 9,579 $ 10,839 Depreciation expense for the three-months ended August 31, 2021 and 2020 was $ 1,260 1,260 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 3 Months Ended |
Aug. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 3 - INTANGIBLE ASSETS The Company’s intangible assets consist of both finite and indefinite lived assets. Finite-lived assets include patent rights acquired in the acquisition of G4, a non-compete agreement, and customer relationships acquired in the Elevated transaction. The Company’s sole indefinite lived asset are five domain names acquired in the Elevated transaction. Both acquisitions are described below. At August 31, 2021 and May 31, 2021, intangibles assets are: Schedule of intangible assets Intangibles 2021 2021 Finite lived intangibles Patents $ 250,000 $ 250,000 Less: Impairment of patents (100,000 ) (100,000 ) 150,000 150,000 Less: accumulated amortization (27,916 ) (24,166 ) Patents, net 122,084 125,834 Non-compete agreement — 157,000 Less: impairment of non-compete — (107,000 ) — 50,000 Less: accumulated amortization — (6,900 ) Less: adjustment for discontinued operations — (43,100 ) Non-compete agreement, net — — Customer relationships — 826,000 Less: Impairment of relationships — (551,000 ) — 275,000 Less: accumulated amortization — (6,225 ) Less: adjustment for discontinued operations — (268,775 ) Customer relationships, net — — Total finite lived intangibles 122,084 125,834 Indefinite lived intangibles Domain names 6,000 31,000 Less: adjustment for discontinued operations — (25,000 ) Total domain names 6,000 6,000 Total intangibles $ 128,084 $ 131,834 Amortization expense for the three-months ended August 31, 2021 and 2020 was $ 3,750 16,875 On May 28, 2021, the Company acquired the domain name, MJHI.com for $6,000. The new domain name matches the Company’s stock symbol and is likely to be easier for customers and other stakeholders to remember. The domain name is an indefinite lived intangible asset and will not be amortized. |
INVESTMENT IN PPK INVESTMENT GR
INVESTMENT IN PPK INVESTMENT GROUP, INC. | 3 Months Ended |
Aug. 31, 2021 | |
Investment In Ppk Investment Group Inc. | |
INVESTMENT IN PPK INVESTMENT GROUP, INC. | NOTE 4 – INVESTMENT IN PPK INVESTMENT GROUP, INC. On March 24, 2021, the Company, as lender, closed a loan to PPK Investment Group, Inc. (“PPK”) in the form of a convertible note (“Note”) in the amount of $620,000. The convertible note bore interest at 6% per annum and was due on September 1, 2021. In accordance with its terms, the Company converted the Note on May 19, 2021 into a 6.2% interest in PPK. Upon conversion, the interest accrued of $5,707 through the date of conversion was forgiven. Upon conversion, a Securities Purchase Agreement dated March 24, 2021 (the “PPK Agreement”) became effective and the Company acquired an additional 3.8% interest in PPK (10% in total) for payment of $380,000 by issuance of 1,520,000 shares of restricted common stock of the Company. The fair value of shares was $972,800 based on the closing price of the Company’s shares of $0.64. The Company determined that the fair value of the 3.8% interest on the conversion date was $380,000 which was the negotiated price between the two parties. Thus, the Company recorded an impairment expense of $592,800 on the conversion date. The PPK Agreement includes a put option allowing PPK to put shares of the Company’s common stock received as part of the Company’s investment in PPK, back to the Company at $0.25 per share. The put option protects PPK against a drop in the market price of the Company’s common stock below $0.25 per share. The put option may be exercised after six months from the date of the investment on May 19, 2021. Not more than 5% of the total shares held by PPK can be put back to the Company in any calendar quarter. The put option had no value at August 31, 2021 and May 31, 2021 as the Company’s common stock was trading above $0.25 on that date. The PPK Agreement gives the Company the right to increase its investment up to a 100% ownership interest in PPK, provided such increased ownership is in compliance with Oklahoma State cannabis licensing requirements. Terms of purchase for increased ownership of PPK will be similar to those as the initial acquisition with a combination of cash and shares of the Company’s common stock. On August 26, 2021, the Company acquired an additional 15% interest in PPK (25% ownership in total) pursuant to a Securities Purchase Agreement with an effective date of May 19, 2021 through issuance of 5,972,222 shares of restricted common stock valued at $1,791,666 based on the closing price of the Company’s common stock on the of $ 0.30 The Company, pursuant to the PPK Agreement, is also obligated to pay an earnout to PPK as follows: · The Company is required to pay additional consideration to PPK for an earnout in the event the PPK business valuation at the end of a pre-determined look back period is greater than $10,000,000. For purposes of the earnout, the valuation will be based on three times earnings before interest, taxes, depreciation, and amortization (EBITDA). If EBITDA exceeds $3,333,333 in the twelve months immediately preceding the look back date of March 31, 2023, additional consideration will be owed to PPK under the earnout in an amount sufficient to equal the earnout valuation less $10,000,000 times the percentage of PPK then owned by the Company. Such additional consideration will be paid 62% in cash and 38% in shares of the Company’s common stock. · The Company also agreed to employ Ralph Clinton Pyatt III (“Clinton Pyatt”), President of PPK, to continue his role as Chief Executive Officer and President of PPK business for a period of at least three years effective May 22, 2022. The Company would have an option to acquire the real estate that PPK utilizes in its operations. The real estate is currently under lease to PPK by an affiliated company owned by Clinton Pyatt, the President of PPK. |
NOTES PAYABLE
NOTES PAYABLE | 3 Months Ended |
Aug. 31, 2021 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 5 – NOTES PAYABLE On March 22, 2021, the Company entered into agreements with AJB Capital Investments LLC (“AJB”) and SDT Holdings LLC (“SDT”) for the purchase of an aggregate of $900,000 in Promissory Notes (the “Notes”), $300,000 from AJB and $600,000 for SDT. The terms of the Notes are the same except for the dollar amounts and fees which are double for SDT compared to AJB. The terms of the Notes are described below in the aggregate. The Notes provided for an original issue discount of 10% or $90,000, payment of legal fees of $22,500, and payment of $10,500 for due diligence fees, resulting in net proceeds to the Company of $777,000. The Notes bear interest at the rate of 12% if paid on or before September 21, 2021. On September 20, 2021, the Company extended the Notes for an additional six months at an interest rate of 15%. The Notes are now due March 21, 2022. The Notes are secured by all assets of the Company. Interest on the notes is payable in monthly installments of $9,000 on the first of each month with the first payment due on April 1, 2021. An aggregate of $36,300 and $20,700 in interest was incurred and paid on the notes in the three months ended August 31, 2021 and the year ended May 31, 2021. The notes provide that the full amount of interest on the notes for the initial six-month term will be payable even if the notes are paid off prior to expiration of the initial term. In March 2021, the Company also paid a financing fee of $3,683,000 by issuance of 1,200,000 shares of its restricted common stock and 3,000,000 warrants to purchase shares that are exercisable at $0.38 per share with a three-year term expiring on March 21, 2024. The financing fee shares were valued at $1,800,000 based on the closing price of the Company’s common stock on the date of the borrowing. The warrants were valued at $1,883,000 using the Black-Scholes method based on a current stock price of $1.50 per share on the warrant issuance date, exercise price of $0.38, an expected term of three years, stock volatility of 334.5% and a discount rate of 0.32%. One half of the warrants were redeemable for an aggregate payment of $1.00 if the notes payable were paid in full by September 21, 2021. The Company extended the notes on September 22, 2021 for six months and the redemption provision has now expired. In aggregate, financing fees and original issue discount totaled $3,806,000 which is greater than the note payable balance of $900,000. As a result, the Company recorded a full discount of $900,000 against the balance of the note payable and is amortizing the discount over the term of the note. During the year ended May 31, 2021 and the three months ended August 31, 2021, the Company recognized $350,000 and $450,000 respectively, in amortization expense leaving an unamortized discount balance of $100,000 as of August 31, 2021. This balance will be amortized in September 2021. The remaining amount of the financing fees of $2,906,000 was recognized as expense for the year ended May 31, 2021. In an event of default, the remaining principal amount of the notes plus all accrued interest and any other fees then due may be converted at the sole election of the note holders into shares of the Company’s common stock. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Aug. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6 – COMMITMENTS AND CONTINGENCIES Agreement with Borders Consulting LLC. 50,000 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Aug. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 7 – RELATED PARTY TRANSACTIONS At August 31, 2021 and May 31, 2021, the Company had advances from and costs of services provided by related parties totaling $1,451,982 and $1,317,982 respectively. These amounts are classified as long-term liabilities as it is anticipated they will be settled with shares of the Company’s common stock. These amounts consisted of the following: Schedule of related party transactions Related Party Advances at Additions During the Three Months Ended August 31, 2021 Related Party Advances at May 31, 2021 Advances Services August 31, 2021 Related Parties Patrick Bilton, CEO and Director Cash Advances $ 928,414 $ 64,000 $ — $ 992,414 Payable for services 280,000 70,000 350,000 David Tobias, Director 80,553 — — 80,553 Jerry Cornwell, Director 29,015 — — 29,015 Total for related parties $ 1,317,982 $ 64,000 $ 70,000 $ 1,451,982 Related Party Advances at Additions During the Three Months Ended August 31, 2020 Related Party Advances at May 31, 2020 Advances Services August 31, 2020 Related Parties Patrick Bilton, CEO and Director $ 726,414 $ 65,000 $ — $ 791,414 David Tobias, Director 80,553 — — 80,553 Jerry Cornwell, Director 23,015 1,000 — 24,015 Total for related parties $ 829,982 $ 66,000 $ — $ 895,982 The Company’s Chief Financial Officer, Brad Herr, was owed $109,420 and $77,779 at August 31, 2021 and May 31, 2021, respectively, for services. These amounts are included in accounts payable. |
SHARE CAPITAL
SHARE CAPITAL | 3 Months Ended |
Aug. 31, 2021 | |
Equity [Abstract] | |
SHARE CAPITAL | NOTE 8 – SHARE CAPITAL In the three-month period ended August 31, 2021, shares were issued for services and investment in the amounts set forth in the following table. The Company had an aggregate of $214,221 of common stock payable as of August 31, 2021 which is comprised of the following: Schedule of common stock issued Three Months Ended August 31, 2021 Shares issued for Services & Other Shares issuable for Services & Other Shares Value Shares Value Related Parties David Tobias, Director — $ — 29,377 $ 10,000 Jerry Cornwell, Director — — 29,377 10,000 Brad Herr, CFO — — 44,066 15,000 Total for related parties — — 102,820 35,000 Unrelated Parties Services 175,000 80,250 219,245 79,221 Patent issuance 400,000 100,000 Investment in PPK 5,972,222 1,791,666 — — Aggregate Totals May 31, 2021 6,147,222 $ 1,871,916 722,065 $ 214,221 The Company had an aggregate of $229,571 of common stock payable as of August 31, 2020 which is comprised of the following: Three months ended August 31, 2020 Shares Issuable at August 31, 2020 Issuances Related to Prior Period Activity Current Period Services Total Shares Value Shares Value Shares Value Related Parties Patrick Bilton — $ — 350,000 $ 70,000 350,000 $ 70,000 David Tobias — — 50,000 10,000 50,000 10,000 Jerry Cornwell — — 50,000 10,000 50,000 10,000 Brad Herr — — 75,000 15,000 75,000 15,000 Total for related parties — $ — 525,000 $ 105,000 525,000 $ 105,000 Unrelated Parties 400,000 $ 100,000 122,857 $ 24,571 522,857 $ 124,571 Aggregate Totals 400,000 $ 100,000 647,857 $ 129,571 1,047,857 $ 229,571 |
REVENUE FROM CONTINUING OPERATI
REVENUE FROM CONTINUING OPERATIONS | 3 Months Ended |
Aug. 31, 2021 | |
Revenue From Continuing Operations | |
REVENUE FROM CONTINUING OPERATIONS | NOTE 9 – REVENUE FROM CONTINUING OPERATIONS The Company product revenue is generated though sales of its debudder products produced by third parties and distributed by the Company. The Company’s customers, to which trade credit terms are extended, consist almost exclusively of domestic companies. The following table sets out product sales for the three-months ended August 31, 2021 and 2020, along with customer concentration information for each period. Schedule of revenues Three months ended August 31, 2021 2020 Debudder product revenues $ 74,685 $ 30,829 Customer concentrations Debudder sales Customer A $ 14,680 $ 14,400 Customer B 4,800 14,030 Customer C 42,320 — Totals $ 71,400 $ 28,430 % of total revenues 83 % 92 % All sales were domestic except for $ 168 550 As of August 31, 2021 and 2020, there were $ 47,650 24,140 |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 3 Months Ended |
Aug. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | NOTE 10 – DISCONTINUED OPERATIONS In the year ended May 31, 2021, the Company unwound its acquisition of assets from Elevated Ag Solutions, Inc. As a result of the unwinding, the net income (loss) from the Elevated business segment is included in Discontinued Operations in the statements of operations for all periods presented. As a result of the unwinding in the year ended May 31, 2021, the Company reversed the acquisition of intangible assets, cancelled 1,300,000 out of the 1,400,000 shares of common stock that were issued in the acquisition, and paid a $10,000 walk-away fee to the prior owners. Discontinued operations operating results for the three months ended August 31, 2021 and 2020 are reflected in the following table. OPERATING RESULTS Three Months Ended Three Months Ended August 31, 2021 August 31, 2020 Revenue $ — $ 75,217 Cost of revenue $ — 66,243 Amortization $ — 13,125 Gross profit — (4,151 ) Loss on discontinued operations — 10,000 $ — $ (14,151 ) |
IMPACT OF COVID-19
IMPACT OF COVID-19 | 3 Months Ended |
Aug. 31, 2021 | |
Impact Of Covid-19 | |
IMPACT OF COVID-19 | NOTE 11 – IMPACT OF COVID-19 In March 2020, COVID-19 was declared a pandemic by the World Health Organization and the Centers for Disease Control and Prevention. Its rapid spread around the world and throughout the United States prompted many countries, including the United States, to institute restrictions on travel, public gatherings and certain business operations. These restrictions significantly disrupted economic activity in the United States and Worldwide. As of August 31, 2021 and through the date of filing of this Form 10-K, the disruption did not materially impact the Company’s financial statements. The effects of the continued outbreak of COVID-19 and related government responses could include extended disruptions to supply chains and capital markets, reduced labor availability and a prolonged reduction in economic activity. These effects could have a variety of adverse impacts to the Company, including our ability to operate. As of August 31, 2021 there were no material adverse impacts to the Company’s operations due to COVID-19. The economic disruptions caused by COVID-19 could also adversely impact the impairment risks for certain long-lived assets. Management evaluated these impairment considerations and determined that no such impairments occurred as of May 31, 2021. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Aug. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12 – SUBSEQUENT EVENTS After August 31, 2021, the Company issued 219,245 shares of common stock to non-related parties and 102,820 shares to officers and directors for stock payable at August 31, 2021 relating to services rendered in the quarter ended August 31, 2021. The shares were issued authorized for issuance on October 15, 2021. The Desert Hot Springs management agreement which was noted as a subsequent event in the financial statements for the year ended May 31, 2021, was abandoned in the September 2021 after the Company was unable to reach agreement with the owner of the property for a transaction on acceptable terms. The Company is no longer moving forward with the Desert Hot Springs transaction. On October 8, 2021, the Company entered into to two brand development agreements with WDSY, LLC (“WDSY”) and Blip Holdings, LLC (“BLIP”) for expansion of the “WEEDSY” and “BLVK” brands into Oklahoma and South Dakota. Under the agreements, PPK will manufacture and distribute these brands in Oklahoma and South Dakota and will pay the respective companies 10% royalties on all sales of the branded products in those territories. The Company has acquired a 10% interests WDSY in exchange for 377,358 shares of the Company’s common stock and a 10% interest in BLIP in exchange for 188,679 shares of the Company’s common stock. The shares to be issued were valued at the closing price of the common stock, $0.53 per share, on October 8, 2021. Additional shares may be due to WDSY and BLIP based on lookback valuations of both companies. The lookback valuations will be based on trailing twelve months sales for WDSY and trailing three-month sales for BLIP on the second anniversary of each agreement, or sooner if the agreements are terminated before the second anniversaries. |
NATURE OF BUSINESS AND SIGNIF_2
NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Aug. 31, 2021 | |
Accounting Policies [Abstract] | |
Nature of Business | Nature of Business MJ Harvest, Inc. (the “Company”), develops, acquires, and distributes agricultural and horticultural tools and implements for sale primarily to growers and operators in the hemp and cannabis retail industry. The Company owns 100% of G4 Products LLC, (“G4”) which owns intellectual property for a patented manual debudder product line marketed under the Original 420 Brand as the Debudder Bucket Lid and Edge. The Company also owns 100% of AgroExports LLC (“Agro”) which serves as the domestic and international distribution arm for sales of agricultural and horticultural tools and implements. The Company operates its sales portal website, www.procannagro.com, for online sales of its products. In 2019, the Company formed AgroExports.CA ULC (“Agro Canada”), a wholly owned Canadian subsidiary in order to facilitate online payments from sales in Canada. Sales in Canada are currently serviced through a fulfillment center in Toronto. In the year ending May 31, 2021, the Company expanded its focus to include a minority investment interest in PPK Investment Group, Inc. (“PPK”), a vertically integrated cannabis company in Oklahoma that operates as a grower, harvester, processor, manufacturer and distributor of the Country Cannabis Brand of cannabis products. The investment in PPK represents a shift in focus from an agricultural implements-based business to a broader cannabis industry focus. |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The Company’s fiscal year-end is May 31. The unaudited financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information, accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of the Company’s management, all adjustments (consisting of only normal recurring accruals) considered necessary for a fair presentation of the interim financial statements have been included. Operating results for the three-month period ended August 31, 2021 are not necessarily indicative of the results that may be expected for the fiscal year ending May 31, 2022. For further information refer to the financial statements and footnotes thereto in the Company’s audited financial statements for the year ended May 31, 2021 in the Form 10-K as filed with the Securities and Exchange Commission. The consolidated financial statements of the Company include the accounts of the Company and its wholly owned subsidiaries Agro, G4, and Agro Canada. All subsidiaries were wholly owned in the periods presented. All intercompany transactions have been eliminated. |
Going Concern | Going Concern The Company has an accumulated deficit as of August 31, 2021 of $10,038,451 10,038,451 Additional acquisitions and business opportunities are under consideration, but the Company has not reached agreement with any other acquisition candidates or business opportunities. Management intends to finance operating costs over the next twelve months with cash flows from operations, private placement or public offering of common stock or debt instruments, and when necessary, advances from directors and officers. The accompanying financial statements do not include any adjustments that might be required should the Company be unable to continue as a going concern. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Share based compensation, impairment of long-lived assets, amortization of intangible assets, and income taxes are subject to estimates. Actual results could differ from those estimates. |
Reclassifications | Reclassifications Certain prior period amounts have been reclassified to conform with the current period presentation. |
New Accounting Standards | New Accounting Standards In August 2020, the FASB issued ASU No. 2020-06 Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The update is to address issues identified as a result of the complexity associated with applying generally accepted accounting principles for certain financial instruments with characteristics of liabilities and equity. The update is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years and with early adoption permitted. Management is evaluating the impact of this update on the Company’s consolidated financial statements. Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. |
Revenue Recognition | Revenue Recognition The Company generates revenue based on sales of products and revenue is recognized when the Company satisfies its performance obligation by shipping products to our customers. Our products consist of agricultural tools and implements, soils, and soil additives used primarily in growing and harvesting hemp and marijuana. Shipments terms are FOB origination, and revenue is recognized when the product is delivered to the shipper by our fulfillment centers or, in the case of drop shipments of distributed products, when the products are shipped from the manufacturer. At the time the products are delivered to the shipper, no other performance obligations remain. Revenue is recognized in an amount that reflects the consideration that is received in exchange for the products shipped. The Company accounts for shipping and handling activities as a fulfillment cost and include fees received for shipping and handling as part of the transaction price. Provision for sales incentives, discounts, and returns and allowances, if applicable, are accounted for as reductions of revenue in the period the related sales are recorded. Sales incentives, discounts and returns and allowances were not material in the periods presented in the accompanying consolidated financial statements. The Company had no warranty costs associated with the sales of its products in the periods presented in the accompanying consolidated statements of operations and no provision for warranty expenses has been included. |
Inventory | Inventory Inventory consists of purchased products and is stated at the lower of cost or market, with cost being determined using the average cost method. Allowances for obsolete inventory are recognized when the inventory is determined to be unsalable through the normal course of business. |
Investments | Investments Equity securities are generally measured at fair value. Unrealized gains and losses for equity securities are included in earnings. If an equity security does not have a readily determinable fair value, the Company may elect to measure the security at its cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment in the same issuer. At the end of each reporting period, the Company reassesses whether an equity security without a readily determinable fair value qualifies to be measured at cost minus impairment, considers whether impairment indicators exist to evaluate whether the investment is impaired and, if so, records an impairment loss. Upon sale of an equity security, the realized gain or loss is recognized in earnings. |
Intangible Assets | Intangible Assets Intangible asset amounts are initially recognized at the acquisition date fair values of intangible assets acquired. Finite-lived intangible assets are amortized over their useful lives. The carrying amounts of finite-lived intangible assets are evaluated for recoverability whenever events or changes in circumstances indicate that the Company may be unable to recover the asset’s carrying amount. When there is no foreseeable limit on the period of time over which an intangible asset is expected to contribute to the cash flows of the Company, an intangible asset is determined to have an indefinite life. Indefinite life intangible assets are not amortized but tested for impairment annually or more frequently when indicators of impairment exist. Determination of acquisition date fair values and intangible asset impairment tests require judgment. Significant judgments required to estimate the fair value of intangible assets include determining the appropriate valuation method, identifying market prices for similar type items, estimating future cash flows, determining appropriate discount rates and other assumptions. Changes in estimates and assumptions or the occurrence of one or more confirming events in future periods could cause the actual results or outcomes to materially differ from such estimates. |
Net Earnings (Loss) Per Share | Net Earnings (Loss) Per Share Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares and dilutive common stock equivalents outstanding. During periods in which the Company incurs losses, common stock equivalents, if any, are not considered, as their effect would be anti-dilutive. During the three months ended August 31, 2021, the Company had 3,000,000 warrants outstanding which were anti-dilutive due to the net loss recognized in the period. In the three months ended August 31, 2020, the Company had no common stock equivalents outstanding. |
Share-Based Payments | Share-Based Payments All transactions in which goods or services are received for the issuance of shares of the Company’s common stock are accounted for based on the fair value of the common stock issued and recognized when the board of directors authorizes the issuance. |
FIXED ASSETS (Tables)
FIXED ASSETS (Tables) | 3 Months Ended |
Aug. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of fixed assets | Schedule of fixed assets August 31, May 31, Property & Equipment 2021 2021 Equipment - production molds $ 25,109 $ 25,109 Less: Accumulated amortization (15,530 ) (14,270 ) Net Equipment $ 9,579 $ 10,839 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Aug. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | Schedule of intangible assets Intangibles 2021 2021 Finite lived intangibles Patents $ 250,000 $ 250,000 Less: Impairment of patents (100,000 ) (100,000 ) 150,000 150,000 Less: accumulated amortization (27,916 ) (24,166 ) Patents, net 122,084 125,834 Non-compete agreement — 157,000 Less: impairment of non-compete — (107,000 ) — 50,000 Less: accumulated amortization — (6,900 ) Less: adjustment for discontinued operations — (43,100 ) Non-compete agreement, net — — Customer relationships — 826,000 Less: Impairment of relationships — (551,000 ) — 275,000 Less: accumulated amortization — (6,225 ) Less: adjustment for discontinued operations — (268,775 ) Customer relationships, net — — Total finite lived intangibles 122,084 125,834 Indefinite lived intangibles Domain names 6,000 31,000 Less: adjustment for discontinued operations — (25,000 ) Total domain names 6,000 6,000 Total intangibles $ 128,084 $ 131,834 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 3 Months Ended |
Aug. 31, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of related party transactions | Schedule of related party transactions Related Party Advances at Additions During the Three Months Ended August 31, 2021 Related Party Advances at May 31, 2021 Advances Services August 31, 2021 Related Parties Patrick Bilton, CEO and Director Cash Advances $ 928,414 $ 64,000 $ — $ 992,414 Payable for services 280,000 70,000 350,000 David Tobias, Director 80,553 — — 80,553 Jerry Cornwell, Director 29,015 — — 29,015 Total for related parties $ 1,317,982 $ 64,000 $ 70,000 $ 1,451,982 Related Party Advances at Additions During the Three Months Ended August 31, 2020 Related Party Advances at May 31, 2020 Advances Services August 31, 2020 Related Parties Patrick Bilton, CEO and Director $ 726,414 $ 65,000 $ — $ 791,414 David Tobias, Director 80,553 — — 80,553 Jerry Cornwell, Director 23,015 1,000 — 24,015 Total for related parties $ 829,982 $ 66,000 $ — $ 895,982 |
SHARE CAPITAL (Tables)
SHARE CAPITAL (Tables) | 3 Months Ended |
Aug. 31, 2021 | |
Equity [Abstract] | |
Schedule of Stock by Class [Table Text Block] | Schedule of common stock issued Three Months Ended August 31, 2021 Shares issued for Services & Other Shares issuable for Services & Other Shares Value Shares Value Related Parties David Tobias, Director — $ — 29,377 $ 10,000 Jerry Cornwell, Director — — 29,377 10,000 Brad Herr, CFO — — 44,066 15,000 Total for related parties — — 102,820 35,000 Unrelated Parties Services 175,000 80,250 219,245 79,221 Patent issuance 400,000 100,000 Investment in PPK 5,972,222 1,791,666 — — Aggregate Totals May 31, 2021 6,147,222 $ 1,871,916 722,065 $ 214,221 The Company had an aggregate of $229,571 of common stock payable as of August 31, 2020 which is comprised of the following: Three months ended August 31, 2020 Shares Issuable at August 31, 2020 Issuances Related to Prior Period Activity Current Period Services Total Shares Value Shares Value Shares Value Related Parties Patrick Bilton — $ — 350,000 $ 70,000 350,000 $ 70,000 David Tobias — — 50,000 10,000 50,000 10,000 Jerry Cornwell — — 50,000 10,000 50,000 10,000 Brad Herr — — 75,000 15,000 75,000 15,000 Total for related parties — $ — 525,000 $ 105,000 525,000 $ 105,000 Unrelated Parties 400,000 $ 100,000 122,857 $ 24,571 522,857 $ 124,571 Aggregate Totals 400,000 $ 100,000 647,857 $ 129,571 1,047,857 $ 229,571 |
REVENUE FROM CONTINUING OPERA_2
REVENUE FROM CONTINUING OPERATIONS (Tables) | 3 Months Ended |
Aug. 31, 2021 | |
Revenue From Continuing Operations | |
Schedule of revenues | Schedule of revenues Three months ended August 31, 2021 2020 Debudder product revenues $ 74,685 $ 30,829 Customer concentrations Debudder sales Customer A $ 14,680 $ 14,400 Customer B 4,800 14,030 Customer C 42,320 — Totals $ 71,400 $ 28,430 % of total revenues 83 % 92 % |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 3 Months Ended |
Aug. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
OPERATING RESULTS | OPERATING RESULTS Three Months Ended Three Months Ended August 31, 2021 August 31, 2020 Revenue $ — $ 75,217 Cost of revenue $ — 66,243 Amortization $ — 13,125 Gross profit — (4,151 ) Loss on discontinued operations — 10,000 $ — $ (14,151 ) |
NATURE OF BUSINESS AND SIGNIF_3
NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Aug. 31, 2021 | May 31, 2021 |
Accounting Policies [Abstract] | ||
Accumulated deficit | $ 10,038,451 | $ 9,098,257 |
FIXED ASSETS (Details)
FIXED ASSETS (Details) - USD ($) | Aug. 31, 2021 | May 31, 2021 |
Property, Plant and Equipment [Abstract] | ||
Net Equipment | $ 9,579 | $ 10,839 |
FIXED ASSETS (Details Narrative
FIXED ASSETS (Details Narrative) - USD ($) | 3 Months Ended | |
Aug. 31, 2021 | Aug. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 1,260 | $ 1,260 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) | 3 Months Ended | ||
Aug. 31, 2021 | Aug. 31, 2020 | May 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Accumulated Amortization | $ 3,750 | $ 16,875 | |
Finite-Lived Intangible Assets, Net | 122,084 | 125,834 | |
Total domain names | 6,000 | 6,000 | |
Total Intangibles | 128,084 | 131,834 | |
Patents [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite lived intangibles, gross | 250,000 | 250,000 | |
Less: Impairment | (100,000) | $ (100,000) | |
Finite lived intangibles, gross Before Accumulated Amortization | 150,000 | 150,000 | |
Finite-Lived Intangible Assets, Accumulated Amortization | (27,916) | (24,166) | |
Finite-Lived Intangible Assets, Net | 122,084 | 125,834 | |
Non Compete Agreement [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite lived intangibles, gross | 157,000 | ||
Less: Impairment | (107,000) | ||
Finite lived intangibles, gross Before Accumulated Amortization | 50,000 | ||
Finite-Lived Intangible Assets, Accumulated Amortization | (6,900) | ||
Finite-Lived Intangible Assets, Net | |||
Less: adjustment for discontinued operations | (43,100) | ||
Customer Relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite lived intangibles, gross | 826,000 | ||
Less: Impairment | $ (551,000) | ||
Finite lived intangibles, gross Before Accumulated Amortization | 275,000 | ||
Finite-Lived Intangible Assets, Accumulated Amortization | (6,225) | ||
Finite-Lived Intangible Assets, Net | |||
Less: adjustment for discontinued operations | (268,775) | ||
Domain Names [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Indefinite lived intangibles | 6,000 | 31,000 | |
Less: adjustment for discontinued operations | (25,000) | ||
Total domain names | $ 6,000 | $ 6,000 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | Aug. 31, 2021 | May 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 3,750 | $ 16,875 |
INVESTMENT IN PPK INVESTMENT _2
INVESTMENT IN PPK INVESTMENT GROUP, INC. (Details Narrative) | May 19, 2021$ / shares |
Securities Purchase Agreement [Member] | P P K Investment Group Inc [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Share Price | $ 0.30 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | Aug. 31, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Accounts payable | $ 50,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Aug. 31, 2021 | Aug. 31, 2020 | May 31, 2021 | |
Related Party Transaction [Line Items] | |||
Related Party Advances, Beginning | $ 1,317,982 | $ 829,982 | $ 829,982 |
Advances | 64,000 | 66,000 | |
Services | 70,000 | ||
Related Party Advances, Ending | 1,451,982 | 895,982 | 1,317,982 |
Patrick Bilton [Member] | |||
Related Party Transaction [Line Items] | |||
Related Party Advances, Beginning | 928,414 | 726,414 | 726,414 |
Advances | 64,000 | 65,000 | |
Services | |||
Related Party Advances, Ending | 992,414 | 791,414 | 928,414 |
Increase (Decrease) in Accounts Payable, Related Parties | 350,000 | 280,000 | |
Payable for services | 70,000 | ||
David Tobias [Member] | |||
Related Party Transaction [Line Items] | |||
Related Party Advances, Beginning | 80,553 | 80,553 | 80,553 |
Advances | |||
Services | |||
Related Party Advances, Ending | 80,553 | 80,553 | 80,553 |
Jerry Cornwell [Member] | |||
Related Party Transaction [Line Items] | |||
Related Party Advances, Beginning | 29,015 | 23,015 | 23,015 |
Advances | 1,000 | ||
Services | |||
Related Party Advances, Ending | $ 29,015 | $ 24,015 | $ 29,015 |
SHARE CAPITAL (Details)
SHARE CAPITAL (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Aug. 31, 2021 | Aug. 31, 2020 | May 31, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Shares issued for Services & Other, shares | 522,857 | ||
Shares issued for Services & Other, Amount | $ 124,571 | ||
Shares issuable for Services & Other, shares | 102,820 | 722,065 | |
Shares issuable for Services & Other, Amount | $ 35,000 | $ 214,221 | |
Services | 80,250 | ||
Investment in PPK, Amount | $ 1,791,666 | ||
Shares issued for Services & Other, shares | 6,147,222 | ||
Shares issued for Services & Other, Amount | $ 1,871,916 | ||
Issuances Related to Prior Period Activity, Shares | |||
Issuances Related to Prior Period Activity, Amount | |||
Current Period Services, Shares | 525,000 | ||
Current Period Services, Amount | $ 105,000 | ||
Issuances Related to Prior Period Activity Aggregate Totals, Shares | 400,000 | ||
Issuances Related to Prior Period Activity Aggregate Totals, Amount | $ 100,000 | ||
Current Period Services Aggregate Totals, Shares | 647,857 | ||
Current Period Services Aggregate Totals, Amount | $ 129,571 | ||
Aggregate Totals, Shares | 1,047,857 | ||
Aggregate Totals, Amount | $ 229,571 | ||
Related Party [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Shares issued for Services & Other, shares | 525,000 | ||
Shares issued for Services & Other, Amount | $ 105,000 | ||
Related Party [Member] | David Tobias [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Shares issued for Services & Other, shares | 50,000 | ||
Shares issued for Services & Other, Amount | $ 10,000 | ||
Shares issuable for Services & Other, shares | 29,377 | ||
Shares issuable for Services & Other, Amount | $ 10,000 | ||
Issuances Related to Prior Period Activity, Shares | |||
Issuances Related to Prior Period Activity, Amount | |||
Current Period Services, Shares | 50,000 | ||
Current Period Services, Amount | $ 10,000 | ||
Related Party [Member] | Jerry Cornwell [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Shares issued for Services & Other, shares | 50,000 | ||
Shares issued for Services & Other, Amount | $ 10,000 | ||
Shares issued for Services & Other, Amount | 29,377 | ||
Issuances Related to Prior Period Activity, Shares | |||
Issuances Related to Prior Period Activity, Amount | |||
Current Period Services, Shares | 50,000 | ||
Current Period Services, Amount | $ 10,000 | ||
Related Party [Member] | Brad Herr [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Shares issued for Services & Other, shares | 75,000 | ||
Shares issued for Services & Other, Amount | $ 15,000 | ||
Shares issuable for Services & Other, shares | 44,066 | ||
Shares issuable for Services & Other, Amount | $ 15,000 | ||
Issuances Related to Prior Period Activity, Shares | |||
Issuances Related to Prior Period Activity, Amount | |||
Current Period Services, Shares | 75,000 | ||
Current Period Services, Amount | $ 15,000 | ||
Related Party [Member] | Patrick Bilton [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Shares issued for Services & Other, shares | 350,000 | ||
Shares issued for Services & Other, Amount | $ 70,000 | ||
Issuances Related to Prior Period Activity, Shares | |||
Issuances Related to Prior Period Activity, Amount | |||
Current Period Services, Shares | 350,000 | ||
Current Period Services, Amount | $ 70,000 | ||
Related Parties [Member] | Jerry Cornwell [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Shares issued for Services & Other, Amount | $ 10,000 | ||
Unrelated Parties [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Services | 175,000 | ||
Services | $ 80,250 | ||
Services | 219,245 | ||
Services | $ 79,221 | ||
Patent issuance, shares | 400,000 | ||
Patent issuance, Amount | $ 100,000 | ||
Investment in PPK, Shares | 5,972,222 | ||
Investment in PPK, Amount | $ 1,791,666 | ||
Investment in PPK, Shares | |||
Investment in PPK, Amount | |||
Un Related Party [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Issuances Related to Prior Period Activity, Shares | 122,857 | 400,000 | |
Issuances Related to Prior Period Activity, Amount | $ 24,571 | $ 100,000 |
REVENUE FROM CONTINUING OPERA_3
REVENUE FROM CONTINUING OPERATIONS (Details) - USD ($) | 3 Months Ended | |
Aug. 31, 2021 | Aug. 31, 2020 | |
Revenue | $ 74,685 | $ 30,829 |
Debudder sales | $ 71,400 | $ 28,430 |
Debudder Sales [Member] | ||
Concentrations | 83.00% | 92.00% |
Customer A [Member] | Debudder Sales [Member] | ||
Debudder sales | $ 14,680 | $ 14,400 |
Customer B [Member] | Debudder Sales [Member] | ||
Debudder sales | 4,800 | 14,030 |
Customer C [Member] | Debudder Sales [Member] | ||
Debudder sales | 42,320 | |
Debudder Product Revenues [Member] | ||
Revenue | $ 74,685 | $ 30,829 |
REVENUE FROM CONTINUING OPERA_4
REVENUE FROM CONTINUING OPERATIONS (Details Narrative) - USD ($) | 3 Months Ended | |
Aug. 31, 2021 | Aug. 31, 2020 | |
Sales | $ 74,685 | $ 30,829 |
Accounts receivable | 47,650 | 24,140 |
International [Member] | ||
Sales | $ 168 | $ 550 |
DISCONTINUED OPERATIONS (Detail
DISCONTINUED OPERATIONS (Details) - USD ($) | 3 Months Ended | |
Aug. 31, 2021 | Aug. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Revenue | $ 75,217 | |
Cost of revenue | 66,243 | |
Amortization | 13,125 | |
Gross profit | (4,151) | |
Loss on discontinued operations | $ (10,000) |