10-Q 1 cls20231130_10q.htm FORM 10-Q cls20231130_10q.htm


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 10-Q

 


 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended November 30, 2023

 

or

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission File Number: 000-55546

 

CLS HOLDINGS USA, INC.

(Exact name of registrant as specified in its charter)

 

Nevada

45-1352286

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

 

516 S. 4th Street, Las Vegas Nevada, 89101

(Address of principal executive offices) (Zip Code)

 

(416) 992-4539

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

N/A

N/A

N/A

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large Accelerated filer ☐

Accelerated filer ☐

Non-accelerated filer

Smaller reporting company

Emerging growth company

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No

 

State the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date: 104,543,141 shares of $0.0001 par value common stock outstanding as of January 8, 2024.

 

 

 

 

CLS HOLDINGS USA, INC.

 

FORM 10-Q

Quarterly Period Ended November 30, 2023

 

TABLE OF CONTENTS

 

 

Page

 

 

FORWARD-LOOKING STATEMENTS

3

 

 

AVAILABLE INFORMATION

3

 

 

PART I. FINANCIAL INFORMATION

 

Item 1.

Financial Statements

4

 

Condensed Consolidated Balance Sheets as of November 30, 2023 (Unaudited) and May 31, 2023 (audited)

4

 

Condensed Consolidated Statements of Operations for the Three and Six Months ended November 30, 2023 and 2022 (Unaudited)

5

 

Condensed Consolidated Statements of Stockholders’ Deficit for the Six Months ended November 30, 2023 and 2022 (Unaudited)

6

 

Condensed Consolidated Statements of Cash Flows for the Six Months ended November 30, 2023 and 2022 (Unaudited)

7

 

Notes to the Consolidated Financial Statements (Unaudited)

8

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

33

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

44

Item 4.

Controls and Procedures

44

 

 

PART II. OTHER INFORMATION

 

Item 1.

Legal Proceedings

45

Item 1A.

Risk Factors

45

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

45

Item 3.

Defaults Upon Senior Securities

45

Item 4.

Mine Safety Disclosures

45

Item 5.

Other Information

45

Item 6.

Exhibits

45

 

 

SIGNATURES

46

 

 

 

 

 

EXPLANATORY NOTE

 

Unless otherwise noted, references in this report to “CLS Holdings USA, Inc.,” the “Company,” “we,” “our” or “us” means CLS Holdings USA, Inc. and its subsidiaries.

 

FORWARD-LOOKING STATEMENTS

 

This document contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements relate to, among other things, the impact of the COVID-19 virus on our business, the results of our initiatives to retain our employees and strengthen our relationships with our customers and community, the effect of our initiatives to expand market share and achieve growth, the expected development of our business and joint ventures, results of operations and financial performance, liquidity, working capital and capital requirements, the effects of the additional dilution on our common stock that may occur as a result of the amendments to our convertible debentures, and anticipated future events. The continued spread of COVID-19 could have, and in some cases already has had, an adverse impact on our business, operations and financial results, including through disruptions in our cultivation and processing activities, supply chains and sales channels, and retail dispensary operations as well as a deterioration of general economic conditions including a possible national or global recession. These forward-looking statements also relate to our ability to obtain debt or equity capital on reasonable terms, or at all, to finance our operations, and to identify, finance and close potential acquisitions and joint ventures, whether our joint venture partner will make its capital contribution, our ability to comply with applicable cannabis-related regulations and obtain regulatory approvals, market acceptance of our services and product offerings, our ability to protect and commercialize our intellectual property, our ability to use net operating losses to offset certain cannabis-related tax liabilities and our ability to grow our wholesale and processing businesses and joint ventures. In some cases, you can identify forward-looking statements by terminology such as “may,” “might,” “will,” “should,” “intends,” “expects,” “plans,” “goals,” “projects,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” or “continue” or the negative of these terms or other comparable terminology.

 

These forward-looking statements are only predictions, are uncertain and involve substantial known and unknown risks, uncertainties and other factors which may cause our (or our industry’s) actual results, levels of activity or performance to be materially different from any expected future results, levels of activity or performance expressed or implied by these forward-looking statements.

 

We cannot guarantee future results, levels of activity or performance. You should not place undue reliance on these forward-looking statements, which speak only as of the date that they were made. These cautionary statements should be considered together with any written or oral forward-looking statements that we may issue in the future. Except as required by applicable law, we do not intend to update any of the forward-looking statements to conform these statements to reflect actual results, later events or circumstances or to reflect the occurrence of unanticipated events.

 

AVAILABLE INFORMATION

 

We file certain reports under the Securities Exchange Act of 1934 (the “Exchange Act”). Such filings include annual and quarterly reports. The reports we file with the Securities and Exchange Commission (“SEC”) are available on the SEC’s website at (http://www.sec.gov).

 

 

 

Item 1. Financial Statements.

 

CLS HOLDINGS USA, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

 

   

November 30,

   

May 31,

 
   

2023

   

2023

 
   

(unaudited)

         

ASSETS

               

Current assets

               

Cash and cash equivalents

  $ 1,759,671     $ 998,421  

Accounts Receivable

    933,011       431,204  

Inventory

    2,641,853       3,012,932  

Prepaid expenses and other current assets

    70,188       148,953  

Total current assets

    5,404,723       4,591,510  
                 

Property, plant and equipment, net of accumulated depreciation of $3,004,396 and $2,687,146

    2,640,075       2,913,077  

Right of use assets, operating leases

    1,680,052       1,641,577  

Intangible assets, net of accumulated amortization of $164,406 and $588,217

    193,587       209,088  

Goodwill

    557,896       557,896  

Other assets

    215,675       157,500  
                 

Total assets

  $ 10,692,008     $ 10,070,648  
                 

LIABILITIES AND STOCKHOLDERS' DEFICIT

               

Current liabilities

               

Accounts payable and accrued liabilities

    3,724,530     $ 2,728,572  

Accrued interest, current

    850,692       634,594  

Loans payable

    -       471,380  

Lease liability - operating leases, current

    423,925       374,004  

Lease liability - financing leases, current

    94,469       86,887  

Taxes Payable

    7,686,021       6,752,457  

Notes payable

    2,022,916       1,439,584  

Convertible notes payable - current, net of discount of $206,400 and $0

    3,749,760       2,952,160  

Convertible notes payable, related party - current

    900,891       900,891  
                 

Total current liabilities

    19,453,204       16,340,529  
                 

Noncurrent liabilities

               

Lease liability - operating leases, non-current

    1,538,974       1,544,283  

Lease liability - financing leases, non-current

    150,767       200,280  

Notes payable, non-current, net of discount of $576,903 and $1,291,887

    1,298,097       2,033,077  

Convertible notes payable, non-current

    2,852,159       2,852,159  

Convertible notes payable, related party - non-current

    900,892       900,892  
                 

Total Liabilities

    26,194,093       23,871,220  
                 

Commitments and contingencies

    -       -  
                 

Stockholder's deficit

               

Preferred stock, $0.001 par value; 5,000,000 shares authorized; no shares issued

    -       -  

Common stock, $0.0001 par value; 350,000,000 shares authorized at November 30, 2023 and 187,500,000 at May 31, 2023; 72,543,141 shares issued and outstanding at November 30, 2023 and May 31, 2023

    7,255       7,255  

Additional paid-in capital

    96,210,184       96,147,784  

Common stock subscribed

    65,702       65,702  

Accumulated deficit

    (110,645,559 )     (108,879,446 )

Stockholder's deficit attributable to CLS Holdings, Inc.

    (14,362,418 )     (12,658,705 )

Non-controlling interest

    (1,139,667 )     (1,141,867 )

Total stockholder's deficit

    (15,502,085 )     (13,800,572 )
                 

Total liabilities and stockholders' deficit

  $ 10,692,008     $ 10,070,648  

 

See accompanying notes to these financial statements.

 

 

CLS HOLDINGS USA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

   

For the Three

   

For the Three

   

For the Six

   

For the Six

 
   

Months Ended

   

Months Ended

   

Months Ended

   

Months Ended

 
   

November 30, 2023

   

November 30, 2022

   

November 30, 2023

   

November 30, 2022

 
                                 

Revenue

  $ 5,197,214     $ 6,074,177     $ 10,311,741     $ 12,119,104  

Cost of goods sold

    3,025,595       3,148,940       5,866,196       6,293,357  

Gross margin

    2,171,619       2,925,237       4,445,545       5,825,747  
                                 

Selling, general and administrative expenses

    2,606,918       3,428,352       5,336,818       6,488,967  

Total operating expenses

    2,606,918       3,428,352       5,336,818       6,488,967  
                                 

Operating income (loss)

    (435,299 )     (503,115 )     (891,273 )     (663,220 )
                                 

Other (income) expense:

                               

Interest expense, net

    410,841       608,905       868,313       1,375,575  

Employee retention tax credit income

    -       -       (924,862 )     -  

Loss on extinguishment of debt

    -       6,659,359               6,659,359  

(Gain) Loss on equity investment

    -       (80,319 )     -       154,111  

Gain on settlement of debt

    -       (2,384 )     -       (2,384 )

Gain on settlement of accounts payable

    -       -       (4,375 )     -  

Gain on settlement of note receivable

    -       -       -       (348,165 )

Total other (income) expense

    410,841       7,185,561       (60,924 )     7,838,496  
                                 

Income (Loss) before income taxes

    (846,140 )     (7,688,676 )     (830,349 )     (8,501,716 )
                                 

Provision for income tax

    (456,040 )     (516,691 )     (933,564 )     (1,035,776 )
                                 

Net loss

    (1,302,180 )     (8,205,367 )     (1,763,913 )     (9,537,492 )
                                 

Non-controlling interest

    (92 )     (10,587 )     (2,200 )     173,060  
                                 

Net loss attributable to CLS Holdings, Inc.

  $ (1,302,272 )   $ (8,215,954 )   $ (1,766,113 )   $ (9,364,432 )
                                 

Net loss per share - basic

  $ (0.02 )   $ (0.12 )   $ (0.02 )   $ (0.20 )
                                 

Net loss per share - diluted

  $ (0.02 )   $ (0.12 )   $ (0.02 )   $ (0.20 )
                                 

Weighted average shares outstanding - basic

    72,543,141       65,847,863       72,543,141       48,857,603  
                                 

Weighted average shares outstanding - diluted

    72,543,141       65,847,863       72,543,141       48,857,603  

 

See accompanying notes to these financial statements.

 

 

CLS HOLDINGS USA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS DEFICIT

(Unaudited)

 

                   

Additional

                                 
   

Common Stock

   

Paid In

   

Stock

   

Accumulated

   

Non-controlling

         
   

Amount

   

Value

   

Capital

   

Payable

   

Deficit

   

Interest

   

Total

 
                                                         

Balance, August 31, 2022

    32,052,021     $ 3,206     $ 77,954,748     $ 70,092     $ (96,228,295 )   $ (280,858 )   $ (18,481,107 )

Common stock issued for the conversion of debt

    40,465,544       4,047       11,528,633       -       -       -       11,532,680  

Rounding for reverse split

    576       -       -       -       -       -       -  

Loss on extinguishment of debt

    -       -       6,659,359       -       -       -       6,659,359  

Loss for the three months ended November 30, 2022

    -       -       -       -       (8,215,954 )     10,587       (8,205,367 )

Balance, November 30, 2022

    72,518,141     $ 7,253     $ 96,142,740     $ 70,092     $ (104,444,249 )   $ (270,271 )   $ (8,494,435 )
                                                         

Balance, May 31, 2022

    32,052,021       3,206       77,954,748       70,092       (95,079,817 )     (97,211 )     (17,148,982 )

Common stock issued for the conversion of debt

    40,465,544       4,047       11,528,633       -       -       -       11,532,680  

Rounding for reverse split

    576       -       -       -       -       -       -  

Loss on extinguishment of debt

    -       -       6,659,359       -       -       -       6,659,359  

Loss for the six months ended November 30, 2022

    -       -       -       -       (9,364,432 )     (173,060 )     (9,537,492 )

Balance, November 30, 2022

    72,518,141     $ 7,253     $ 96,142,740     $ 70,092     $ (104,444,249 )   $ (270,271 )   $ (8,494,435 )
                                                         
                                                         

Balance, August 31, 2023

    72,543,141     $ 7,255     $ 96,147,784     $ 65,702     $ (109,343,287 )   $ (1,139,759 )   $ (14,262,305 )

Discount on convertible notes payable

    -       -       62,400       -       -       -       62,400  

Loss for the three months ended November 30, 2023

    -       -       -       -       (1,302,272 )     92       (1,302,180 )

Balance, November 30, 2023

    72,543,141     $ 7,255     $ 96,210,184     $ 65,702     $ (110,645,559 )   $ (1,139,667 )   $ (15,502,085 )
                                                         

Balance, May 31, 2023

    72,543,141       7,255       96,147,784       65,702       (108,879,446 )     (1,141,867 )     (13,800,572 )

Discount on convertible notes payable

    -       -       62,400       -       -       -       62,400  

Loss for the six months ended November 30, 2023

    -       -       -       -       (1,766,113 )     2,200       (1,763,913 )

Balance, November 30, 2023

    72,543,141     $ 7,255     $ 96,210,184     $ 65,702     $ (110,645,559 )   $ (1,139,667 )   $ (15,502,085 )

 

See accompanying notes to these financial statements.

 

 

CLS HOLDINGS USA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

   

For the Six

   

For the Six

 
   

Months Ended

   

Months Ended

 
   

November 30, 2023

   

November 30, 2022

 

CASH FLOWS FROM OPERATING ACTIVITIES

               

Net loss

  $ (1,763,913 )   $ (9,537,492 )

Adjustments to reconcile net loss to net cash used in operating activities:

               

Loss on equity investment

    -       154,111  

Amortization of debt discounts and fees

    335,999       394,110  

Loss on extinguishment of debt

    -       6,659,359  

Gain on settlement of note receivable

    -       (348,165 )

Gain on settlement of debt

    -       (2,384 )

Gain on settlement of accounts payable

    (4,375 )     -  

Depreciation and amortization expense

    332,748       477,193  

Bad debt expense

    393       -  

Changes in assets and liabilities:

               

Accounts receivable

    (502,200 )     (387,057 )

Prepaid expenses and other current assets

    78,765       29,621  

Inventory

    371,079       (1,458,054 )

Right of use asset

    186,424       174,067  

Accounts payable and accrued expenses

    1,000,336       982,209  

Accrued interest

    216,098       166,547  

Deferred tax liability

    933,564       1,035,776  

Operating lease liability

    (180,287 )     (161,153 )

Net cash used in operating activities

    1,004,631       (1,821,312 )
                 

CASH FLOWS FROM INVESTING ACTIVITIES

               

Payments to purchase property, plant and equipment

    (44,248 )     (138,476 )

Payment for construction security deposit

    (58,175 )     -  

Investment in Quinn River

    -       (242,957 )

Proceeds from collection of note receivable

    -       348,165  

Net cash provided by (used in) investing activities

    (102,423 )     (33,268 )
                 

CASH FLOWS FROM FINANCING ACTIVITIES

               

Proceeds from loan payable

    960,000       1,717,115  

Repayments of loan payable

    (481,943 )     (1,371,309 )

Principal payments on notes payable

    (477,084 )     -  

Repayments on convertible debt

    (100,000 )     (200,000 )

Principal payments on finance leases

    (41,931 )     (34,493 )

Net cash used in financing activities

    (140,958 )     111,313  
                 

Net decrease in cash and cash equivalents

    761,250       (1,743,267 )
                 

Cash and cash equivalents at beginning of period

    998,421       2,551,859  
                 

Cash and cash equivalents at end of period

  $ 1,759,671     $ 808,592  
                 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

               

Interest paid

  $ 338,529     $ 894,838  

Income taxes paid

  $ -     $ -  
                 

NONCASH INVESTING AND FINANCING ACTIVITIES:

               

Shares issued for conversion of notes payable

  $ -     $ 11,532,680  

Capitalized interest

  $ -     $ 3,283  

Discount on convertible notes payable

  $ 62,400     $ -  

Initial ROU asset and lease liability - operating

  $ 224,899     $ 46,475  

 

See accompanying notes to these financial statements.

 

 

CLS HOLDINGS USA, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

November 30, 2023

(Unaudited)

 

Note 1: Nature of Business and Significant Accounting Policies

 

Basis of Presentation

 

These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States and are expressed in US dollars. The Company has adopted a fiscal year end of May 31st.

 

Principals of Consolidation

 

The accompanying consolidated financial statements include the accounts of CLS Holdings USA, Inc.; its direct and indirect wholly owned operating subsidiaries, CLS Nevada, Inc., (“CLS Nevada”), CLS Labs, Inc. (“CLS Labs”), CLS Labs Colorado, Inc. (“CLS Colorado”), CLS Massachusetts, Inc. (“CLS Massachusetts”), and Alternative Solutions, LLC (“Alternative Solutions”); and wholly owned inactive subsidiaries CLS Labs Colorado, Inc. (“CLS Colorado”) and CLS Massachusetts, Inc. (“CLS Massachusetts”). Alternative Solutions is the sole owner of the following three entities (collectively, the “Oasis LLCs”): Serenity Wellness Center, LLC (“Serenity Wellness Center”); Serenity Wellness Products, LLC (“Serenity Wellness Products”); and Serenity Wellness Growers, LLC (“Serenity Wellness Growers”). The accompanying consolidated financial statements also include the accounts of CLS CBD in which the company owns a 95% ownership interest and a variable interest entity, Kealii Okamalu, LLC (“Kealii Okamalu”), in which the Company owns a 50% interest. All material intercompany transactions have been eliminated upon consolidation of these entities.

 

Nature of Business

 

CLS Holdings USA, Inc. (the “Company”) was originally incorporated as Adelt Design, Inc. (“Adelt”) on March 31, 2011 to manufacture and market carpet binding art. Production and marketing of carpet binding art never commenced.

 

We currently operate a retail marijuana dispensary within walking distance to the Las Vegas Strip and a small-scale cultivation facility, as well as a product manufacturing facility and a wholesale distribution operation in North Las Vegas. The vertically integrated business model drives strong margins to the bottom line on a portion of sales at the dispensary.

 

Our retail dispensary is a single location operation in Nevada and occupies over 5,000 square feet. This location, which is easily accessible by tourists, is currently open 19.5 hours per day for walk-in service. Curbside and in store express pick up is available between the hours of 8:00am and 12:00am. Oasis dispensary also delivers cannabis to residents between the hours of 8:00 AM and 10:00 PM. The central location provides logistical convenience for delivery to all parts of the Las Vegas valley.

 

Our wholesale operations, which occupies approximately 10,000 square feet of a 22,000 square foot warehouse, began sales to third parties in August 2017 and completed construction and received a certificate of occupancy for its state-of-the-art extraction facility in December of 2019. We have made sales to over 85 external customers as of November 30, 2023. Our existing product line includes vaporizers, tinctures, ethanol produced THC distillate, and live and cured hydrocarbon concentrates. At present, the City Trees cultivation facility only grows breeding stock to preserve valuable genetics and does not offer its crops for sale or processing. As a result, all raw materials for manufacturing are sourced from third parties.

 

Use of Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Reclassification

 

Certain reclassifications, not affecting previously reported net income or cash flows, have been made to the previously issued financial statements to conform to the current period presentation.

 

 

Cash and Cash Equivalents

 

The Company considers all highly liquid investments with maturities of three months or less to be cash equivalents. The Company had cash and cash equivalents of $1,759,671 and $998,421 as of November 30, 2023 and May 31, 2023, respectively. The increase in cash and cash equivalents was primarily the result of cash received from notes payable issued during the period.

 

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 $93 and $0 of bad debt expense during the three months ended November 30, 2023 and 2022, respectively. The Company had $393 and $0 of bad debt expense during the six months ended November 30, 2023 and 2022, respectively.

 

Inventory

 

Inventories are stated at the lower of cost or market. Cost is determined using a perpetual inventory system whereby costs are determined by acquisition costs of individual items included in inventory. Market is determined based on net realizable value. Appropriate consideration is given to obsolescence, excessive levels, deterioration, and other factors in evaluating net realizable values. Our cannabis products consist of prepackaged purchased goods ready for resale, along with produced tinctures and extracts developed under our production license.

 

Property, Plant and Equipment

 

Property and equipment is recorded at the lower of cost or estimated net recoverable amount, and is depreciated using the straight-line method over its estimated useful life. Property acquired in a business combination is recorded at estimated initial fair value. Property, plant, and equipment are depreciated using the straight-line method based on the lesser of the estimated useful lives of the assets or the lease term based upon the following life expectancy:

 

   

Years

 

Office equipment

    3 to 5  

Furniture & fixtures

    3 to 7  

Machinery & equipment

    3 to 10  

Leasehold improvements

 

Term of lease

 

 

Repairs and maintenance expenditures are charged to operations as incurred. Major improvements and replacements, which extend the useful life of an asset, are capitalized and depreciated over the remaining estimated useful life of the asset. When assets are retired or sold, the cost and related accumulated depreciation are eliminated and any resulting gain or loss is reflected in operations.

 

Long-Lived Assets

 

The Company reviews its property and equipment and any identifiable intangibles including goodwill for impairment on an annual basis utilizing the guidance set forth in the Statement of Financial Accounting Standards Board ASC 350 “Intangibles – Goodwill and Other” and ASC 360 “Property, Plant, and Equipment.” At November 30, 2023, the net carrying value of goodwill on the Company’s balance sheet remained at $557,896.

 

Employee Retention Tax Credit

 

Under the provisions of the extension of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), the Company was eligible for a refundable employee retention tax credit (the “ERTC”), subject to certain criteria. As ERTCs are not within the scope of ASC 740, Income Taxes, the Company has chosen to account for the ERTCs by analogizing to the International Standard IAS 20, Accounting/or Government Grants and Disclosure of Government Assistance (“IAS 20”). In accordance with IAS 20, an entity recognizes government grants only when there is reasonable assurance that the entity will comply with the conditions attached to them and the grants will be received. During the three and six months ended November 30, 2023, the Company received an aggregate of $0 and $924,862, which was accounted for as other income on the Company’s condensed consolidated statement of operations.

 

 

Comprehensive Income

 

ASC 220-10-15 “Reporting Comprehensive Income,” establishes standards for reporting and displaying of comprehensive income, its components and accumulated balances. Comprehensive income is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. Among other disclosures, ASC 220-10-15 requires that all items that are required to be recognized under current accounting standards as components of comprehensive income be reported in a financial statement that is displayed with the same prominence as other financial statements. The Company does not have any items of comprehensive income in any of the periods presented.

 

Non-Controlling Interests

 

The Company reports “non-controlling interest in subsidiary” as a component of equity, separate from parent’s equity, on the Consolidated Balance Sheets. In addition, the Company’s Consolidated Statements of Operations includes “net income (loss) attributable to non-controlling interest.” During the three months ended November 30, 2023 and 2022, the Company reported a non-controlling interest in the amount of ($92) and ($10,587), respectively, representing 50% of the income (loss) incurred by its partially owned subsidiary, Kealii Okamalu. During the six months ended November 30, 2023 and 2022, the Company reported a non-controlling interest in the amount of ($2,200) and $173,060, respectively, representing 50% of the income (loss) incurred by its partially owned subsidiary, Kealii Okamalu.

 

Variable Interest Entities

 

The Company’s consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries and variable interest entities (“VIE”), where the Company is the primary beneficiary under the provisions of ASC 810, Consolidation (“ASC 810”). A VIE must be consolidated by its primary beneficiary when, along with its affiliates and agents, the primary beneficiary has both: (i) the power to direct the activities that most significantly impact the VIE’s economic performance; and (ii) the obligation to absorb losses or the right to receive the benefits of the VIE that could potentially be significant to the VIE. The Company reconsiders whether an entity is still a VIE only upon certain triggering events and continually assesses its consolidated VIEs to determine if it continues to be the primary beneficiary. See Note 3.

 

Concentrations of Credit Risk

 

The Company maintains its cash in bank deposit accounts and other accounts, the balances of which at times may be uninsured or exceed federally insured limits. From time to time, some of the Company’s funds are also held by escrow agents; these funds may not be federally insured. The Company continually monitors its banking relationships and consequently has not experienced any losses in such accounts.

 

Advertising and Marketing Costs

 

All costs associated with advertising and promoting products are expensed as incurred. Total recognized advertising and marketing expenses were $103,448 and $306,189 for the three months ended November 30, 2023 and 2022, respectively. Total recognized advertising and marketing expenses were $227,059 and $398,125 for the six months ended November 30, 2023 and 2022, respectively.

 

Research and Development

 

Research and development expenses are charged to operations as incurred. The Company incurred research and development costs of $431 and $683 for the three months ended November 30, 2023 and 2022, respectively. The Company incurred research and development costs of $1,887 and $683 for the six months ended November 30, 2023 and 2022, respectively.

 

Fair Value of Financial Instruments

 

Pursuant to Accounting Standards Codification (“ASC”) No. 825–- Financial Instruments, the Company is required to estimate the fair value of all financial instruments included on its balance sheets. The carrying amounts of the Company’s cash and cash equivalents, notes receivable, convertible notes payable, accounts payable and accrued expenses, none of which is held for trading, approximate their estimated fair values due to the short-term maturities of those financial instruments.

 

 

A three-tier fair value hierarchy is used to prioritize the inputs in measuring fair value as follows:

 

Level 1–- Quoted prices in active markets for identical assets or liabilities.

 

Level 2–- Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable, either directly or indirectly.

 

Level 3–- Significant unobservable inputs that cannot be corroborated by market data.

 

Revenue Recognition

 

Revenue from the sale of cannabis products is recognized by Oasis at the point of sale, at which time payment is received, the product is delivered, and the Company’s performance obligation has been met. Management estimates an allowance for sales returns.

 

The Company also recognizes revenue from Serenity Wellness Products LLC and Serenity Wellness Growers LLC, d/b/a City Trees (“City Trees”). City Trees recognizes revenue from the sale of the following cannabis products and services to licensed dispensaries, cultivators and distributors within the State of Nevada:

 

 

Premium organic medical cannabis sold wholesale to licensed retailers

 

 

 

 

Recreational marijuana cannabis products sold wholesale to licensed distributors and retailers

 

 

 

 

Extraction products such as oils and waxes derived from in-house cannabis production

 

 

 

 

Processing and extraction services for licensed medical cannabis cultivators in Nevada

 

 

 

 

High quality cannabis strains in the form of vegetative cuttings for sale to licensed medical cannabis cultivators in Nevada

 

Effective June 1, 2018, the Company adopted ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from commercial sales of products and licensing agreements by applying the following steps: (1) identifying the contract with a customer; (2) identifying the performance obligations in the contract; (3) determining the transaction price; (4) allocating the transaction price to each performance obligation in the contract; and (5) recognizing revenue when each performance obligation is satisfied.

 

Disaggregation of Revenue

 

The following table represents a disaggregation of revenue for the three and six months ended November 30, 2023 and 2022:

 

   

For the Three

   

For the Three

 
   

Months Ended

   

Months Ended

 
   

November 30, 2023

   

November 30, 2022

 

Cannabis Dispensary

    3,104,064       3,792,804  

Cannabis Production

    2,093,150       2,281,373  
    $ 5,197,214     $ 6,074,177  

 

   

For the Six

   

For the Six

 
   

Months Ended

   

Months Ended

 
   

November 30, 2023

   

November 30, 2022

 

Cannabis Dispensary

    6,412,606       7,681,361  

Cannabis Production

    3,899,135       4,437,743  
    $ 10,311,741     $ 12,119,104  

 

 

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 November 30, 2023 and 2022, the Company had the following potentially dilutive instruments outstanding: at November 30, 2023, a total of 73,715,637 shares (21,181,449 issuable upon the exercise of warrants, 52,516,688 issuable upon the conversion of convertible notes payable and accrued interest, and 17,500 in stock to be issued); and at November 30, 2022, a total of 42,653,147 shares (21,962,699 issuable upon the exercise of warrants, 256,550 issuable upon the exercise of unit warrants, 20,403,898 issuable upon the conversion of convertible notes payable and accrued interest, and 30,000 in stock to be issued).

 

The Company uses the treasury stock method to calculate the impact of outstanding stock options and warrants. Stock options and warrants for which the exercise price exceeds the average market price over the period have an anti-dilutive effect on earnings per common share and, accordingly, are excluded from the calculations.

 

A net loss causes all outstanding stock options and warrants to be anti-dilutive. As a result, the basic and dilutive losses per common share are the same for the three and six months ended November 30, 2023 and 2022. For the three and six months ended November 30, 2023 and 2022, the Company excluded from the calculation of fully diluted earnings per share the following instruments which were anti-dilutive: shares issuable pursuant to the conversion of notes payable and accrued interest, shares issuable pursuant to the exercise of warrants, and shares of common stock issuable.

 

Income Taxes

 

The Company accounts for income taxes under the asset and liability method in accordance with ASC 740. The Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The components of the deferred tax assets and liabilities are classified as current and non-current based on their characteristics. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.

 

Section 280E of the Internal Revenue Code, as amended, prohibits businesses from deducting certain expenses associated with trafficking controlled substances (within the meaning of Schedule I and II of the Controlled Substances Act). The IRS has invoked Section 280E in tax audits against various cannabis businesses in the U.S. that are permitted under applicable state laws. Although the IRS has issued a clarification allowing the deduction of certain expenses, the bulk of operating costs and general administrative costs are generally not permitted to be deducted. The operations of certain of the Company’s subsidiaries are subject to Section 280E. This results in permanent differences between ordinary and necessary business expenses deemed non-deductible under IRC Section 280E. Therefore, the effective tax rate can be highly variable and may not necessarily correlate with pre-tax income or loss.

 

Commitments and Contingencies

 

Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims brought to such legal counsel’s attention as well as the perceived merits of the amount of relief sought or expected to be sought therein.

 

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed.

 

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed.

 

 

Recent Accounting Pronouncements

 

There are various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

 

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 $110,645,559 as of November 30, 2023. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with revenues from operations. The Company has reported positive cash generated from operating activities for the last four quarters, including the three months ended November 30, 2023.

 

Note 3: Joint Venture

 

On October 20, 2021, the Company entered into a management services agreement (the “Quinn River Joint Venture Agreement”) through its 50% owned subsidiary, Kealii Okamalu, with CSI Health MCD LLC (“CSI”) and a commission established by the authority of the Tribal Council of the Fort McDermitt Paiute and Shoshone Tribe (“Tribe”). The purpose of the Quinn River Joint Venture Agreement was to establish a business (the “Quinn River Joint Venture”) to grow, cultivate, process, and sell cannabis and related products. The Quinn River Joint Venture Agreement had an initial term of 10 years plus a 10-year renewal option from the date the first cannabis crop produced is harvested and sold. Pursuant to the Quinn River Joint Venture Agreement, Kealii Okamalu leased approximately 5-10 acres of the Tribe’s land located along the Quinn River at a cost of $3,500 per quarter and managed the design, finance and construction of a cannabis cultivation facility on such tribal lands (“the Cultivation Facility”). Kealii Okamalu managed the ongoing operations of the Cultivation Facility and related business, including, but not limited to, cultivation of cannabis crops, personnel staffing, product packaging, testing, marketing and sales. Packaged products were branded as “Quinn River Farms.” The Company provided 10,000 square feet of warehouse space at its Las Vegas facility and had preferred vendor status including the right to purchase cannabis flower and the business’s cannabis trim at favorable prices. Kealii Okamalu was required to contribute $6 million towards the construction of the Cultivation Facility and the working capital for the Quinn River Joint Venture. This amount was to be repaid from the portion of the net profits of the Quinn River Joint Venture otherwise payable to CSI and the Tribe at the rate of $750,000 per quarter for eight quarters. Kealii Okamalu was to receive one-third of the net profits of the Quinn River Joint Venture after being repaid its initial contribution.

 

The Company is the manager of and holds a 50% ownership interest in Kealii Okamalu. Kealii Okamalu is a VIE which the Company consolidates. The Quinn River Joint Venture is not a legal entity but rather a business operated by Kealii Okamalu. The Company uses the equity method of accounting to record one-third of the profit or loss generated by the Quinn River Joint Venture, which accrues to Kealii Okamalu. Since the Company is a 50% owner of Kealii Okamalu, 50% of the profit or loss of Kealii Okamalu is recorded as minority interest in the Company’s statement of operations.

 

During the year ended May 31, 2022, Kealii Okamalu made cash investments in the aggregate amount of $581,714 in the Quinn River Joint Venture. The Company also purchased $949,939 of fixed assets for use by the Quinn River Joint Venture which are on the balance sheet of Kealii Okamalu. During the year ended May 31, 2022, the Quinn River Joint Venture recorded a loss in the amount of $336,416. One-third of this amount, or $112,139, was charged to the financial statements of Kealii Okamalu and recorded as a loss on equity investment in the Company’s financial statements for the year ended May 31, 2022, reducing the Company’s equity investment in the Quinn River Joint Venture from $581,714 to $469,575 at May 31, 2022.

 

During the year ended May 31, 2023, Kealii Okamalu made cash investments in the aggregate amount of $304,145 in the Quinn River Joint Venture. During the year ended May 31, 2023, the Quinn River Joint Venture recorded a loss in the amount of $536,022. One-third of this amount, or $178,674, was charged to the financial statements of Kealii Okamalu and recorded as a loss on equity investment in the Company’s financial statements for the year ended May 31, 2023. The Company additional cash investments, less the loss on the joint venture for the year ended May 31, 2023 resulted in a net increase in the Company’s equity investment in the Quinn River Joint Venture from $496,575 to $595,046 at May 31, 2023. There was no additional investment made in the Quinn River Joint Venture during the six months ended November 30, 2023.

 

 

The Company’s partner in Kealii Okamalu LLC has defaulted on the LLC Operating Agreement and the Quinn River Joint Venture Agreement by failing to make any of its required $3 million capital contribution. As a result of the default by the Company’s partner in Kealii Okamalu LLC, the Tribal Council has formally terminated the Quinn River Joint Venture Agreement. Prior to the termination, the Company removed all of its assets from the tribal land and all of the assets owned by Kealii Okamalu. Although the Company and the Tribal Council have worked over the last few months to explore a new 50/50 partnership with the Tribe, the Company has elected not to continue to pursue an agreement since the economic benefits of doing so are negligible, at best, in the current market. The Company does not believe it is likely to recover its investment in Kealii Okamalu and has recorded an impairment charge in the amount of $1,590,742 against the following assets during the year ended May 31, 2023:

 

Deposits and prepaid expenses

  $ 33,000  

Fixed assets

    756,808  

Right of use assets

    205,888  

Equity investment in Quinn River

    595,046  

Total impairment

  $ 1,590,742  

 

Following the impairment charge the net book value of the Company’s investment in Kealii Okamalu and the Quinn River Joint Venture at November 30, 2023 is $0.

 

Note 4: Accounts Receivable

 

Accounts receivable was $933,011 and $431,204 at November 30, 2023 and May 31, 2023, respectively. The Company had bad debt expense of $93 and $0 during the three months ended November 30, 2023 and 2022. The Company had bad debt expense of $393 and $0 during the six months ended November 30, 2023 and 2022. No allowance for doubtful accounts was necessary during the three months ended November 30, 2023 and 2022.

 

Note 5: Inventory

 

Inventory, consisting of material, overhead, labor, and manufacturing overhead, is stated at the lower of cost (first-in, first-out) or market, and consists of the following:

 

   

November 30,

   

May 31,

 
   

2023

   

2023

 

Raw materials

  $ 435,777     $ 399,728  

Finished goods

    2,206,076       2,613,204  

Total

  $ 2,641,853     $ 3,012,932  

 

Raw materials consist of cannabis plants and the materials that are used in our production process prior to being tested and packaged for consumption. Finished goods consist of pre-packaged materials previously purchased from other licensed cultivators and our manufactured edibles and extracts.

 

Note 6: Prepaid Expenses and Other Current Assets

 

Prepaid expenses and other current assets consisted of the following at November 30, 2023 and May 31, 2023:

 

   

November 30,

   

May 31,

 
   

2023

   

2023

 

Prepaid expenses

    70,188       147,953  

Employee receivable

    -       1,000  

Total

  $ 70,188     $ 148,953  

 

Prepaid expenses primarily of (i) annual license fees charged by the State of Nevada; (ii) insurance costs; (iii) supplies; (iv) rent; and (v) board fees.

 

 

Note 7: Note Receivable

 

On October 31, 2018, the Company loaned $5,000,000 to In Good Health, Inc. (“IGH”) in connection with an option to purchase transaction (the “IGH Option”).

 

By letter dated February 26, 2020, the Company informed IGH that as a result of its breaches of the IGH Option, which remained uncured, an event of default had occurred under the IGH Note. The Company advised IGH that it was electing to cause the IGH Note to bear interest at the default rate of 15% per annum effective February 26, 2020 and to accelerate all amounts due under the Note. This dispute, including whether IGH breached the IGH Option and whether CLS was entitled to collect default interest, was in litigation.

 

On June 14, 2021, the parties to the IGH lawsuit entered into a confidential settlement agreement to resolve the action and the IGH Settlement Note. Pursuant to the IGH Settlement Note, IGH paid the Company $3,000,000, $500,000 of which was paid on or before June 21, 2021. A second payment of $500,000 was paid on or before July 12, 2021. The remaining $2,000,000 and accrued interest was paid in 12 equal monthly installments beginning on August 12, 2021, pursuant to the terms of the promissory note. During the year ended May 31, 2022, the Company received $2,740,820 under the IGH Settlement Note, which included $2,666,670 in principal and $74,150 in accrued interest. During the six months ended November 30, 2022, the Company received $348,165 under the IGH Settlement Note, which included $333,333 in principal and $14,832 in accrued interest. As of May 31, 2023, the IGH Settlement Note had been repaid in full. The Company records amounts paid under the IGH Settlement Note as gains when payments are received. The Company recorded the amount of $348,165 as a gain on settlement of note receivable during the three months ended August 31, 2022.

 

Note 8: Property, Plant and Equipment

 

Property, plant and equipment consisted of the following at November 30, 2023 and May 31, 2023:

 

   

November 30,

2023

   

May 31,

2023

 

Office equipment

  $ 158,151     $ 148,243  

Furniture and fixtures

    148,358       148,358  

Machinery & Equipment

    2,426,798       2,392,458  

Leasehold improvements

    2,911,164       2,911,164  

Less: accumulated depreciation

    (3,004,396

)

    (2,687,146

)

Property, plant, and equipment, net

  $ 2,640,075     $ 2,913,077  

 

The Company made payments in the amounts of $44,248 and $138,476 for property and equipment during the six months ended November 30, 2023 and 2022, respectively.

 

Depreciation expense totaled $158,497 and $208,190 for the three months ended November 30, 2023 and 2022, respectively. Depreciation expense totaled $317,250 and $208,190 for the six months ended November 30, 2023 and 2022, respectively.

 

Note 9: Right of Use Assets and Liabilities Operating Leases

 

The Company has operating leases for offices and warehouses. The Company’s leases have remaining lease terms of 1 year to 10.5 years, some of which include options to extend.

 

The Company’s lease expense for the three months ended November 30, 2023 and 2022 was entirely comprised of operating leases and amounted to $123,408 and $124,388, respectively. The Company’s lease expense for the six months ended November 30, 2023 and 2022 was entirely comprised of operating leases and amounted to $123,408 and $124,388, respectively.

 

The Company’s right of use (“ROU”) asset amortization for the three months ended November 30, 2023 and 2022 was $89,736 and $86,749, respectively. The Company’s ROU asset amortization for the six months ended November 30, 2023 and 2022 was $186,424 and $174,067, respectively.

 

The Company has recorded total right of use assets of $4,384,520 and liabilities in the amount of $4,297,720 through November 30, 2023.

 

 

Right of use assets – operating leases are summarized below:

 

   

November 30,

2023

 

Amount at inception of leases

  $ 4,384,520  

Amount amortized

    (2,498,580

)

Prior Period Impairment of Quinn River Lease

    (205,888

)

Balance – November 30, 2023

  $ 1,680,052  

 

Operating lease liabilities are summarized below:

 

Amount at inception of leases

  $ 4,297,720  

Amount amortized

    (2,334,821

)

Balance – November 30, 2023

  $ 1,962,899  

 

Warehouse and offices

  $ 1,751,609  

Land

    205,888  

Office equipment

    5,402  

Balance – November 30, 2023

  $ 1,962,899  
         
         

Lease liability

  $ 1,962,899  

Less: current portion

    (423,925

)

Lease liability, non-current

  $ 1,538,974  

 

Maturity analysis under these lease agreements is as follows:

 

Twelve months ended November 30, 2024

  $ 608,650  

Twelve months ended November 30, 2025

    586,042  

Twelve months ended November 30, 2026

    366,582  

Twelve months ended November 30, 2027

    296,306  

Twelve months ended November 30, 2028

    291,933  

Thereafter

    391,713  

Total

  $ 2,541,226  

Less: Present value discount

    (578,327

)

Lease liability

  $ 1,962,899  

 

Note 10: Intangible Assets

 

Intangible assets consisted of the following at November 30, 2023 and May 31, 2023:

 

   

November 30, 2023

 
           

Accumulated

                 
   

Gross

   

Amortization

   

Impairment

   

Net

 

License & Customer Relations

  $ 110,000     $ (29,792

)

    -     $ 80,208  

Tradenames - Trademarks

    222,000       (120,250

)

    -       101,750  

Domain Names

    25,993       (14,364

)

    -       11,629  

Total

  $ 357,993     $ (164,406

)

    -     $ 193,587  

 

   

May 31, 2023

 
           

Accumulated

                 
   

Gross

   

Amortization

   

Impairment

   

Net

 

Intellectual Property

  $ 319,600     $ (157,137

)

  $ (162,463

)

  $ -  

License & Customer Relations

    990,000       (243,375

)

    (663,667

)

    82,958  

Tradenames - Trademarks

    301,000       (147,992

)

    (40,158

)

    112,850  

Non-compete Agreements

    27,000       (27,000

)

    -       -  

Domain Names

    25,993       (12,713

)

    -       13,280  

Total

  $ 1,663,593     $ (588,217

)

  $ (866,288

)

  $ 209,088  

 

 

Total amortization expense charged to operations for the three months ended November 30, 2023 and 2022 was $7,750 and $28,715, respectively. Total amortization expense charged to operations for the six months ended November 30, 2023 and 2022 was $15,501 and $58,149, respectively.

 

Amount to be amortized during the twelve months ended November 30,

       

2024

  $ 31,036  

2025

    31,036  

2026

    31,036  

2027

    29,321  

2028

    18,450  

Thereafter

    52,708  
    $ 193,587  

 

Note 11: Goodwill

 

Goodwill in the amount of $557,896 is carried on the Company’s balance sheet at November 30, 2023 and May 31, 2023 in connection with the acquisition of Alternative Solutions on June 27, 2018.

 

Goodwill Impairment Test

 

The Company assessed its intangible assets as of May 31, 2022 and 2021 for purposes of determining if an impairment existed as set forth in ASC 350 – Intangibles – Goodwill and Other and ASC 360 – Property Plant and Equipment. Pursuant to ASC 360, the Company determined that the fair value of its intangible assets exceeded the carrying value of goodwill at November 30, 2023 and May 31, 2023. As a result, no impairment was recorded. At November 30, 2023 and May 31, 2023, the net amount of goodwill on the Company’s balance sheet was $557,896.

 

Note 12: Other Assets

 

Other assets included the following as of November 30, 2023 and May 31, 2023:

 

   

November 30,

   

May 31,

 
   

2023

   

2023

 

Construction deposit

  $ 58,175     $ -  

Security deposits

    157,500       157,500  
    $ 215,675     $ 157,500  

 

During the three months ended November 30, 2023, the Company paid a deposit in the amount of $58,175 for design and architectural work on construction planned for its Las Vegas lounge.

 

Note 13: Accounts Payable and Accrued Liabilities

 

Accounts payable and accrued liabilities consisted of the following at November 30, 2023 and May 31, 2023:

 

   

November 30,

2023

   

May 31,

2023

 

Trade accounts payable

  $ 3,062,040     $ 1,793,585  

Accrued payroll and payroll taxes

    353,693       311,505  

Accrued liabilities

    308,797       623,482  

Total

  $ 3,724,530     $ 2,728,572  

 

 

Note 14: Loans Payable

 

2022 Financing Agreement CBR

 

Effective September 30, 2022, the Company entered into a Business Loan and Security Agreement with CBR Capital LLC to borrow $900,000 (the “CBR Loan”). The CBR Loan is repayable in 48 weekly installments in the amount of $13,312.50 for weeks 1-8 and $29,287.50 for weeks 9-48. CBR Capital LLC has stated that it is aware of the Canaccord Debentures and the U.S. Convertible Debentures and agreed to subordinate the CBR security interest to these debenture holders.

 

During the year ended May 31, 2023, the Company received cash proceeds in the amount of $873,000 from the CBR loan agreement. During the year ended May 31, 2023, the Company made payments in the amount of $838,688. Of these payments $506,014 was principal and $332,674 was interest for the year ended May 31, 2023. At the inception of the loan, the Company recorded a discount in the amount of $27,000 related to prepaid fees. During the year ended May 31, 2023, the Company amortized $18,563 of these fees to interest expense, the balance of the discount remaining at May 31, 2023 is $8,438. During the three months ended November 30, 2023, the Company made payments of principal and interest in the amount of $57,375 and $1,202, respectively, on the CBR Loan. During the six months ended November 30, 2023, the Company made payments of principal and interest in the amount of $393,986 and $45,327, respectively, on the CBR Loan. Also during the three and six months ended November 30, 2023, the Company amortized $1,125 and $8,437, respectively, of prepaid fees to interest expense. At November 30, 2023 and May 31, 2023, the balance due under the CBR Loan was $0 and $385,550 net of discount, respectively.

 

2022 Financing Agreement TVT

 

Effective October 21, 2022, we entered into a Purchase and Sale of Future Receipts Agreement with TVT Business Funding LLC to borrow $200,000 (the “TVT Loan”). The TVT Loan was repayable in 48 weekly installments in the amount of $5,916.67.

 

During the year ended May 31, 2023, the Company received cash proceeds in the amount of $194,000 from the TVT Loan. During the year ended May 31, 2023, the Company made payments in the amount of $183,417. Of these payments $112,045 was principal and $71,372 was interest for the year ended May 31, 2023. At the inception of the loan, the Company recorded a discount in the amount of $6,000 related to prepaid fees. During the year ended May 31, 2023, the Company amortized $3,875 of these fees to interest expense, the balance of the discount remaining at May 31, 2023 is $2,125. During the three months ended November 30, 2023, the Company made principal and interest payments in the amount of $22,787 and $880, respectively, on the TVT Loan. During the six months ended November 30, 2023, the Company made principal and interest payments in the amount of $87,955 and $12,296, respectively, on the TVT Loan. Also during the three and six months ended November 30, 2023, the Company amortized $500 and $2,126, respectively, of prepaid fees to interest expense. At November 30, 2023 and May 31, 2023, the balance due under the TVT Loan was $0 and $85,830 net of discount, respectively.

 

 

Note 15: Convertible Notes Payable

 

   

November 30, 2023

   

May 31, 2023

 
                 

Convertible debenture in the principal amount of $1,000,000 (the “U.S. Convertible Debenture 2”) dated October 31, 2018, which bears interest, payable quarterly, at a rate of 8% per annum, with interest during the first eighteen months following issuance being payable by increasing the then-outstanding principal amount of the U.S. Convertible Debenture 2. The U.S. Convertible Debenture 2 was to mature on a date that was three years following issuance. The U.S. Convertible Debenture 2 was convertible into Convertible Debenture Units at a conversion price of $3.20 per Convertible Debenture Unit. Each Convertible Debenture Unit consisted of (i) one share of the Company’s common stock, and (ii) one-half of one warrant, with each warrant exercisable for three years to purchase a share of common stock at a price of $4.40. On July 26, 2019, U.S. Convertible Debenture 2 was amended such that, should the Company issue or sell common stock or equity securities convertible into common stock at a price less than the conversion price of the U.S. convertible Debenture 2, the conversion price of U.S. Convertible Debenture 2 would be reduced to such issuance price, and the exercise price of the warrant issuable in connection with U.S. Convertible Debenture 2 would be exercisable at a price equal to 137.5% of the adjusted conversion price at the time of conversion. The U.S. Convertible Debenture 2 has other features, such as mandatory conversion in the event the common stock trades at a particular price over a specified period of time and required redemption in the event of a “Change in Control” of the Company. The U.S. Convertible Debenture 2 is an unsecured obligation of the Company and ranks pari passu in right of payment of principal and interest with all other unsecured obligations of the Company. The Company recorded a discount in the amount of $813,724 on the U.S. Convertible Debenture 2. During the three and six months ended November 30, 2023, the Company accrued interest in the amounts of $9,009 and $18,018 on the U.S. Convertible Debenture 2, respectively. During the three months and six months ended November 30, 2023, the Company made no interest payments on the U.S. Convertible Debenture 2. On April 15, 2021, the U.S. Convertible Debenture 2 was amended as follows: (i) the conversion price of the debentures was reduced to $1.20 per unit; and (ii) the maturity date was extended from October 31, 2021 to October 31, 2022. This amendment was accounted for as an extinguishment of debt, and the Company recorded a loss in the amount of $509,700 during the year ended May 31, 2021. On September 15, 2022, the U.S. Convertible Debenture 2 was further amended as follows: (i) the conversion price of debentures with a principal amount of $675,668 was reduced to $0.285 per unit, and these debentures along with accrued interest in the amount of $11,261 were converted to 2,410,279 shares of common stock and warrants to purchase 1,205,140 shares of common stock; (ii) the conversion price of the remaining debentures with a principal amount of $450,446 was reduced to $0.40 per share; (iii) the maturity date of 50% of the remaining debentures with a principal amount of $225,223 was extended to December 31, 2023, and the maturity date of 50% of the remaining debentures with a principal amount of $225,223 was extended to December 31, 2024; and (iv) the conversion price of the warrants issuable upon conversion of the debentures was reduced to $0.40. The value of the warrants will be determined when the issuance becomes probable, which the Company believes is unlikely to occur until the conversion price of the debentures is below the market price of the Company’s common stock. This amendment was accounted for as an extinguishment of debt, and a loss in the amount of $422,331 was recorded on this transaction. The fair values of the warrants and conversion options included in the calculation of the loss on extinguishment of debt were $223,515 and $198,816, respectively.

    450,446       450,446  

 

 

   

November 30, 2023

   

May 31, 2023

 
                 

Convertible debenture in the principal amount of $532,000 (the “U.S. Convertible Debenture 4”) dated October 25, 2018, which bears interest, payable quarterly, at a rate of 8% per annum, with interest during the first eighteen months following issuance being payable by increasing the then-outstanding principal amount of the U.S. Convertible Debenture 4. The U.S. Convertible Debenture 4 was to mature on a date that was three years following issuance. The U.S. Convertible Debenture 4 was convertible into Convertible Debenture Units at a conversion price of $3.20 per Convertible Debenture Unit. Each Convertible Debenture Unit consisted of (i) one share of the Company’s common stock, and (ii) one-half of one warrant, with each warrant exercisable for three years to purchase a share of common stock at a price of $4.40. The value of the warrants will be recorded when the issuance becomes probable. On July 26, 2019, U.S. Convertible Debenture 4 was amended such that, should the Company issue or sell common stock or equity securities convertible into common stock at a price less than the conversion price of the U.S. Convertible Debenture 4, the conversion price of U.S. Convertible Debenture 4 would be reduced to such issuance price, and the exercise price of the warrant issuable in connection with U.S. Convertible Debenture 4 would be exercisable at a price equal to 137.5% of the adjusted conversion price at the time of conversion. The U.S. Convertible Debenture 4 has other features, such as mandatory conversion in the event the common stock trades at a particular price over a specified period of time and required redemption in the event of a “Change in Control” of the Company. The U.S. Convertible Debenture 4 is an unsecured obligation of the Company and ranks pari passu in right of payment of principal and interest with all other unsecured obligations of the Company. The Company recorded a discount in the amount of $416,653 on the U.S. Convertible Debenture 4. During the years ended May 31, 2023 and 2022, the Company accrued interest in the amounts of $41,900 and $47,928 on the U.S. Convertible Debenture 4, respectively. During the years ended May 31, 2023 and 2022, the Company made interest payments in the amounts of $23,964 and $47,928, respectively. On April 19, 2021, the U.S. Convertible Debenture 4 was amended as follows: (i) the conversion price of the debenture was reduced to $1.20 per unit; and (ii) the maturity date was extended from October 25, 2021 to October 25, 2022. This amendment was accounted for as an extinguishment of debt, and the Company recorded a loss in the amount of $271,164 during the year ended May 31, 2021. On October 25, 2022, the Company received a notice of demand from the lender, placing the U.S. Convertible Debt 4 into default status. On November 1, 2022, the Company entered into a forbearance agreement with the lender (the “Forbearance Agreement”) with the following terms: (i) the Company will pay the lender the amount of $150,000 on November 2, 2022, and an additional $50,000 each month for the following nine months, or a total of $600,000; (ii) the default interest rate of 12% will be applied on the existing principal balances until paid in full; (iii) lender shall forbear from taking any further action based upon the existing default. As a result of this agreement, the Company capitalized $3,283 of accrued interest. During the three and six months ended November 30, 2023, the Company accrued interest in the amount of $0 and $11,982, respectively, on the U.S. Convertible Debenture 4. The Company recognized a gain in the amount of $2,384 on this transaction during the year ended May 31, 2023. During the three and six months ended November 30, 2023, the Company made payments in the aggregate amount of $0 and $100,000, respectively, pursuant to the Forbearance Agreement. At November 30, 2023 the amount owing under the Forbearance Agreement was $0.

    -       100,000  

 

 

   

November 30, 2023

   

May 31, 2023

 
                 

Convertible debentures payable in the aggregate principal amount of $12,012,000 (the “Canaccord Debentures”) dated December 12, 2018, which bear interest, payable quarterly, at a rate of 8% per annum, with interest during the first eighteen months following issuance being payable by increasing the then-outstanding principal amount of the Canaccord Debentures. The Canaccord Debentures were to mature on a date that was three years following issuance. The Canaccord Debentures were convertible into Convertible Debenture Units at a conversion price of $3.20 per Convertible Debenture Unit. Each Convertible Debenture Unit consisted of (i) one share of the Company’s common stock, and (ii) one-half of one warrant, with each warrant exercisable for three years to purchase a share of common stock at a price of $4.40. The Canaccord Debentures have other features, such as mandatory conversion in the event the common stock trades at a particular price over a specified period of time and required redemption in the event of a “Change in Control” of the Company. The Canaccord Debentures are unsecured obligations of the Company and rank pari passu in right of payment of principal and interest with all other unsecured obligations of the Company. During the three months ended November 30, 2019, in two separate transactions, principal in the aggregate amount of $25,857 was converted into an aggregate of 8,081 shares of the Company’s common stock, and warrants to purchase 4,040 shares of common stock. There were no gains or losses recorded on these conversions because they were done in accordance with the terms of the original agreement. No discount was recorded for the fair value of the warrants issued. Because the market price of the Company’s common stock was less than the conversion price on the date of issuance of the Canaccord Debentures, a discount was not recorded on the Canaccord Debentures. During the three and six months ended November 30, 2023 and 2022, the Company accrued interest in the amounts of $105,077 and $210,155, respectively, on the Canaccord Debentures. During the three and six months ended November 30, 2023, the Company made no interest payments on the Canaccord Debentures. On March 31, 2021, the Canaccord Debentures were amended as follows: (i) the conversion price of the debentures was reduced to $1.20 per unit; (ii) the maturity date was extended from December 12, 2021 to December 12, 2022; (iii) the mandatory conversion threshold was reduced from a daily volume weighted average trading price of greater than $4.80 per share to $2.40 per share for the preceding ten consecutive trading days; and (iv) the exercise price of the warrants issuable upon conversion was reduced from $4.40 to $1.60 and the expiration of the warrants extended until March 31, 2024. This amendment was accounted for as an extinguishment of debt, and the Company recorded a loss in the amount of $3,286,012 during the year ended May 31, 2021. During the year ended May 31, 2022, principal In the aggregate amount of $281,000 was converted into an aggregate of 234,167 shares of the Company’s common stock, and warrants to purchase 117,084 shares of common stock. There were no gains or losses recorded on these conversions because they were done in accordance with the terms of the original agreement. On September 15, 2022, the Canaccord Debentures were further amended as follows: (i) the conversion price of debentures with a principal amount of $7,965,278 was reduced to $0.285 per unit, and these debentures along with accrued interest in the amount of $132,755 were converted to 28,414,149 shares of common stock and warrants to purchase 14,207,075 shares of common stock; (ii) the conversion price of the remaining debentures with a principal amount of $52,53,873 was reduced to $0.40 per share; (iii) the maturity date of 50% of the remaining debentures with a principal amount of $2,626,936.50 was extended to December 31, 2023, and the maturity date of 50% of the remaining debentures with a principal amount of $2,626,936.50 was extended to December 31, 2024; and (iv) the conversion price of the warrants issuable upon conversion of the debentures was reduced to $0.40. The value of the warrants will be determined when the issuance becomes probable, which the Company believes is unlikely to occur until the conversion price of the debentures is below the market price of the Company’s common stock. This amendment was accounted for as an extinguishment of debt, and a loss in the amount of $4,547,660 was recorded on this transaction. The fair values of the warrants and conversion options included in the calculation of the loss on extinguishment of debt were $2,623,852 and $1,923,808, respectively.

    5,253,873       5,253,873  

 

 

    November 30, 2023     May 31, 2023  
                 

Four unsecured convertible debentures dated November 30, 2023 in the aggregate principal amount of $960,000 (the “November 2023 Debentures”). The November 2023 Debentures bear interest at the rate of 15% per annum and are due on November 30, 2024. A minimum of one year of interest will be due on the November 2023 Debentures regardless of when they are paid; this minimum interest in the amount of $144,000 was recorded as an original issue discount. The Company, at its sole discretion, on or before December 6, 2023, may elect to satisfy the principal and interest due under the November 2023 Debentures by the issuance of shares of common stock at a price of $0.0345 per share; this conversion would result in the issuance of 32,000,000 shares of common stock. The conversion feature of the November 2023 Debentures had an intrinsic value in the amount of $62,400; this amount was recorded as a discount. During the three months ended November 30, 2023, no amortization was recorded on these discounts because the notes were issued on the last day of the period.

  $ 897,600       -  
                 

Convertible Notes Payable

  $ 6,601,919     $ 5,804,319  

 

   

November 30, 2023

   

May 31, 2023

 

Total – Convertible Notes Payable, Net of Discounts, Current Portion

  $ 3,749,760     $ 2,952,160  

Total – Convertible Notes Payable, Net of Discounts, Long-term Portion

  $ 2,852,159     $ 2,852,159  

 

 

Note 16: Convertible Notes Payable Related Party

 

   

November 30, 2023

   

May 31, 2023

 

Convertible debenture in the principal amount of $4,000,000 to a related party (the “U.S. Convertible Debenture 1”) dated October 31, 2018, which bears interest, payable quarterly, at a rate of 8% per annum, with interest during the first eighteen months following issuance being payable by increasing the then-outstanding principal amount of the U.S. Convertible Debenture 1. The U.S. Convertible Debenture 1 was to mature on a date that was three years following issuance. The U.S. Convertible Debenture 1 was convertible into units (the “Convertible Debenture Units”) at a conversion price of $3.20 per Convertible Debenture Unit. Each Convertible Debenture Unit consisted of (i) one share of the Company’s common stock, and (ii) one-half of one warrant, with each warrant exercisable for three years to purchase a share of common stock at a price of $4.40. On July 26, 2019, U.S. Convertible Debenture 1 was amended such that, should the Company issue or sell common stock or equity securities convertible into common stock at a price less than the conversion price of the U.S. Convertible Debenture 1, the conversion price of U.S. Convertible Debenture 1 would be reduced to such issuance price, and the exercise price of the warrant Issuable in connection with U.S. Convertible Debenture 1 would be exercisable at a price equal to 137.5% of the adjusted conversion price at the time of conversion. The U.S. Convertible Debenture 1 has other features, such as mandatory conversion in the event the common stock trades at a particular price over a specified period of time and required redemption in the event of a “Change in Control” of the Company. The U.S. Convertible Debenture 1 is an unsecured obligation of the Company and ranks pari passu in right of payment of principal and interest with all other unsecured obligations of the Company. The Company recorded a discount in the amount of $3,254,896 on the U.S. Convertible Debenture 1. During the three and six months ended November 30, 2023, the Company accrued interest in the amounts of $36,036 and $72,072, respectively, on the U.S. Convertible Debenture 1. During the three and six months ended November 30, 2023, the Company made no interest payments on the U.S. Convertible Note 1. On April 15, 2021, the U.S. Convertible Debenture 1 was amended as follows: (i) the conversion price of the debenture was reduced to $1.20 per unit; and (ii) the maturity date was extended from October 31, 2021 to October 31, 2022. This amendment was accounted for as an extinguishment of debt, and the Company recorded a loss in the amount of $2,038,803 during the year ended May 31, 2021 in connection with the amendment. On September 15, 2022, the U.S. Convertible Debenture 1 was further amended as follows: (i) the conversion price of debentures with a principal amount of $2,702,674 was reduced to $0.285 per unit, and these debentures along with accrued interest in the amount of $45,044 were converted to 9,641,118 shares of common stock and warrants to purchase 4,820,560 shares of common stock; (ii) the conversion price of the remaining debentures with a principal amount of $1,801,783 was reduced to $0.40 per share; (iii) the maturity date of 50% of the remaining debentures with a principal amount of $900,891.50 was extended to December 31, 2023, and the maturity date of 50% of the remaining debentures with a principal amount of $900,891.50 was extended to December 31, 2024; and (iv) the conversion price of the warrants issuable upon conversion of the debentures was reduced to $0.40. The value of the warrants will be determined when the issuance becomes probable, which the Company believes is unlikely to occur until the conversion price of the debentures is below the market price of the Company’s common stock. This amendment was accounted for as an extinguishment of debt, and a loss in the amount of $1,689,368 was recorded on this transaction. The fair values of the warrants and conversion options included in the calculation of the loss on extinguishment of debt were $894,090 and $795,278, respectively.

  $ 1,801,783     $ 1,801,783  

 

   

November 30, 2023

   

May 31, 2023

 

Total – Convertible Notes Payable - Related Party, Current Portion

  $ 900,891     $ 900,891  

Total – Convertible Notes Payable – Related Party, Long-term Portion

  $ 900,892     $ 900,892  

 

 

Note 17: Notes Payable

 

   

November 30, 2023

   

May 31, 2023

 

Debenture in the principal amount of $250,000 (the “Debenture 1”) dated December 1, 2021, which bears interest, payable quarterly commencing six months after issuance, at a rate of 15% per annum. Principal on Debenture 1 is due in two equal installments 18 months after issuance and at maturity on July 10, 2024. With the Debenture, the purchaser received warrants to purchase 75,758 shares of common stock at an exercise price of $1.65 per share of common stock. The Company shall make additional quarterly payments under Debenture 1 beginning 90 days after the end of its first fiscal quarter after January 10, 2025, and for the next five years, on an annual basis, equal to the greater of (a) 15% of the original principal amount, or (b) the purchaser’s pro rata portion of 5% of the distributions the Company receives as a result of the Quinn River Joint Venture during the prior fiscal year. The Company recorded a discount in the amount of $17,223 on Debenture 1. During the three and six months ended November 30, 2023, $1,275 and $2,550, respectively, of this discount was charged to operations. The Company recorded an original issue discount in the amount of $187,500 on Debenture 1. During the three and six months ended November 30, 2023, $13,876 and $27,752, respectively, of this original issue discount was charged to operations. During the three and six months ended November 30, 2023, the Company accrued interest in the amounts of $8,958 and $18,333, respectively, on Debenture 1. During the three and six months ended November 30, 2023, the Company made interest payments in the amounts of $15,208 and $24,583, respectively. During the three and six months ended November 30, 2023, the Company made principal payments in the amounts of $33,333. On May 31, 2023, the Debenture 1 was amended as follows: (1) the maturity date was extended to October 31, 2024; (2) the first payment of principal and interest on June 30, 2023, followed by quarterly payment of principal and interest on September 30, 2023, beginning October 31, 2023, the Company is required to pay the note holder principal and interest monthly through the maturity date.

  $ 216,667     $ 250,000  
                 

Debenture in the principal amount of $250,000 (the “Debenture 2”) dated December 21, 2021, which bears interest, payable quarterly commencing six months after issuance, at a rate of 15% per annum. Principal on Debenture 2 is due in two equal installments 18 months after issuance and at maturity on July 10, 2024. With the Debenture, the purchaser received warrants to purchase 75,758 shares of common stock at an exercise price of $1.65 per share of common stock. The Company shall make additional quarterly payments under Debenture 2 beginning 90 days after the end of its first fiscal quarter after January 10, 2025, and for the next five years, on an annual basis, equal to the greater of (a) 15% of the original principal amount, or (b) the purchaser’s pro rata portion of 5% of the distributions the Company receives as a result of the Quinn River Joint Venture during the prior fiscal year. The Company recorded a discount in the amount of $10,428 on Debenture 2. During the three and six months ended November 30, 2023, $1,009 and $2,018, respectively, of this discount was charged to operations. The Company recorded an original issue discount in the amount of $187,500 on Debenture 2. During the three and six months ended November 30, 2023, $18,145 and $36,290, respectively, of this original issue discount was charged to operations. During the three and six months ended November 30, 2023, the Company accrued interest in the amounts of $3,516 and $9,740, respectively, on Debenture 2. During the three and six months ended November 30, 2023 and 2022, the Company made interest payments in the amounts of $12,370 and $20,833, respectively. During the three and six months ended November 30, 2023, the Company made principal payments in the amount of $31,250 and $177,083, respectively, on Debenture 2. On May 31, 2023, the Debenture 2 was amended as follows: (1) the first payment of principal and interest on June 30, 2023, followed by quarterly payment of principal and interest on September 30, 2023, beginning October 31, 2023, the Company is required to pay the note holder principal and Interest monthly through the maturity date.

    72,917       250,000  

 

 

   

November 30, 2023

   

May 31, 2023

 

Debenture in the principal amount of $500,000 (the “Debenture 3”) dated December 21, 2021, which bears interest, payable quarterly commencing six months after issuance, at a rate of 15% per annum. Principal on Debenture 3 is due in two equal installments 18 months after issuance and at maturity on July 10, 2024. With the Debenture, the purchaser received warrants to purchase 151,516 shares of common stock at an exercise price of $1.65 per share of common stock. The Company shall make additional quarterly payments under Debenture 3 beginning 90 days after the end of its first fiscal quarter after January 10, 2025, and for the next five years, on an annual basis, equal to the greater of (a) 15% of the original principal amount, or (b) the purchaser’s pro rata portion of 5% of the distributions the Company receives as a result of the Quinn River Joint Venture during the prior fiscal year. The Company recorded a discount in the amount of $19,335 on Debenture 3. During the three and six months ended November 30, 2023, $1,541 and $3,082, respectively, of this discount was charged to operations. The Company recorded an original issue discount in the amount of $375,000 on Debenture 3. During the three and six months ended November 30, 2023, $29,886 and $59,772, respectively, of this original issue discount was charged to operations. During the three and six months ended November 30, 2023, the Company accrued interest in the amounts of $17,917 and $36,667, respectively, on Debenture 3, respectively. During the three and six months ended November 30, 2023, respectively, the Company made interest payments in the amounts of $30,417 and $49,167. During the three and six months ended November 30, 2023, the Company made principal payments in the amount of $66,667 on Debenture 3. On May 31, 2023, the Debenture 3 was amended as follows: (1) the maturity date was extended to October 31, 2024; (2) the first payment of principal and interest on June 30, 2023, followed by quarterly payment of principal and interest on September 30, 2023, beginning October 31, 2023, the Company is required to pay the note holder principal and interest monthly through the maturity date.

    433,333       500,000  
                 

Debenture in the principal amount of $500,000 (the “Debenture 4”) dated January 4, 2022, which bears interest, payable quarterly commencing six months after issuance, at a rate of 15% per annum. Principal on Debenture 4 is due in two equal installments 18 months after issuance and at maturity on July 10, 2024. With the Debenture, the purchaser received warrants to purchase 151,516 shares of common stock at an exercise price of $1.65 per share of common stock. The Company shall make additional quarterly payments under Debenture 4 beginning 90 days after the end of its first fiscal quarter after January 10, 2025, and for the next five years, on an annual basis, equal to the greater of (a) 15% of the original principal amount, or (b) the purchaser’s pro rata portion of 5% of the distributions the Company receives as a result of the Quinn River Joint Venture during the prior fiscal year. The Company recorded a discount in the amount of $17,154 on Debenture 4. During the three and six months ended November 30, 2023, $1,413 and $2,826, respectively, of this discount was charged to operations. The Company recorded an original issue discount in the amount of $375,000 on Debenture 4. During the three and six months ended November 30, 2023, $30,882 and $61,764, respectively, of this original issue discount was charged to operations. During the three and six months ended November 30, 2023, the Company accrued interest in the amounts of $17,917 and $36,667, respectively, on Debenture 4. During the three months ended November 30, 2023, the Company made interest payments in the amounts of $30,417 and $49,167, respectively. During the three and six months ended November 30, 2023, the Company made principal payments in the amount of $66,667 on Debenture 4. On May 31, 2023, the Debenture 4 was amended as follows: (1) the maturity date was extended to October 31, 2024; (2) the first payment of principal and interest on June 30, 2023, followed by quarterly payment of principal and interest on September 30, 2023, beginning October 31, 2023, the Company is required to pay the note holder principal and interest monthly through the maturity date.

    433,333       500,000  

 

   

November 30, 2023

   

May 31, 2023

 
                 

Debenture in the principal amount of $500,000 (the “Debenture 5”) dated January 4, 2022, which bears interest, payable quarterly commencing six months after issuance, at a rate of 15% per annum. Principal on Debenture 5 is due in two equal installments 18 months after issuance and at maturity on July 10, 2024. With the Debenture, the purchaser received warrants to purchase 151,516 shares of common stock at an exercise price of $1.65 per share of common stock. The Company shall make additional quarterly payments under Debenture 5 beginning 90 days after the end of its first fiscal quarter after January 10, 2025, and for the next five years, on an annual basis, equal to the greater of (a) 15% of the original principal amount, or (b) the purchaser’s pro rata portion of 5% of the distributions the Company receives as a result of the Quinn River Joint Venture during the prior fiscal year. The Company recorded a discount in the amount of $17,154 on Debenture 5. During the three and six months ended November 30, 2023, $1,413 and $2,826, respectively, of this discount was charged to operations. The Company recorded an original issue discount in the amount of $375,000 on Debenture 5. During the three and six months ended November 30, 2023, $30,882 and $61,764, respectively, of this original issue discount was charged to operations. During the three and six months ended November 30, 2023, the Company accrued interest in the amounts of $17,917 and $36,667, respectively, on Debenture 5. During the three and six months ended November 30, 2023, the Company made interest payments in the amounts of $30,417 and $49,167, respectively. During the three and six months ended November 30, 2023, the Company made principal payments in the amount of $66,667 on Debenture 5. On May 31, 2023, the Debenture 5 was amended as follows: (1) the maturity date was extended to October 31, 2024; (2) the first payment of principal and interest on June 30, 2023, followed by quarterly payment of principal and interest on September 30, 2023, beginning October 31, 2023, the Company is required to pay the note holder principal and interest monthly through the maturity date.

    433,333       500,000  
                 

Debenture in the principal amount of $500,000 (the “Debenture 6”) dated January 4, 2022, which bears interest, payable quarterly commencing six months after issuance, at a rate of 15% per annum. Principal on Debenture 6 is due in two equal installments 18 months after issuance and at maturity on July 10, 2024. With the Debenture, the purchaser received warrants to purchase 151,516 shares of common stock at an exercise price of $1.65 per share of common stock. The Company shall make additional quarterly payments under Debenture 6 beginning 90 days after the end of its first fiscal quarter after January 10, 2025, and for the next five years, on an annual basis, equal to the greater of (a) 15% of the original principal amount, or (b) the purchaser’s pro rata portion of 5% of the distributions the Company receives as a result of the Quinn River Joint Venture during the prior fiscal year. The Company recorded a discount in the amount of $17,154 on Debenture 6. During the three and six months ended November 30, 2023, $1,413 and $2,826, respectively, of this discount was charged to operations. The Company recorded an original issue discount in the amount of $375,000 on Debenture 6. During the three and six months ended November 30, 2023, $30,882 and $61,764, respectively, of this original issue discount was charged to operations. During the three and six months ended November 30, 2023, the Company accrued interest in the amounts of $17,917 and $49,167, respectively, on Debenture 6. During the three and six months ended November 30, 2023, the Company made interest payments in the amounts of $30,417 and $49,167, respectively. During the three and six months ended November 30, 2023, the Company made principal payments in the amount of $66,667 on Debenture 6.On May 31, 2023, the Debenture 6 was amended as follows: (1) the maturity date was extended to October 31, 2024; (2) the first payment of principal and interest on June 30, 2023, followed by quarterly payment of principal and interest on September 30, 2023, beginning October 31, 2023, the Company is required to pay the note holder principal and interest monthly through the maturity date.

    433,333       500,000  
                 

Total

    2,022,916       2,500,000  

Original Issue Discount

    1,875,000       1,875,000  

Notes Payable, Gross

    3,897,916       4,375,000  

Less: Discount

    (576,903

)

    (902,339

)

Notes Payable, Net of Discount

    3,321,013       3,472,661  

 

 

   

November 30, 2023

   

May 31, 2023

 

Total – Notes Payable, Net of Discounts, Current Portion

  $ 2,022,916     $ 1,439,584  

Total – Notes Payable, Net of Discounts. Long Term Portion

  $ 1,298,097     $ 2,033,077  

 

During the three months ended November 30, 2023 and 2022, the Company amortized discounts to interest expense in the amount of $162,718 and $194,774, respectively. During the six months ended November 30, 2023 and 2022, the Company amortized discounts to interest expense in the amount of $325,436 and $389,547, respectively.

 

Aggregate maturities of notes payable and convertible notes payable, and convertible notes payable – related parties as of November 30, 2023 are as follows (not including unamortized debt discounts in the amount of $783,303):

 

For the twelve months ended November 30,

 

2024

  $ 6,879,967  

2025

    4,128,052  

2026

    375,000  

2027

    375,000  

2028

    375,000  

Thereafter

    375,000  

Total

  $ 12,508,019  

 

Note 18: Lease Liabilities - Financing Leases

 

   

November 30, 2023

   

May 31, 2023

 
                 

Financing lease obligation under a lease agreement for extraction equipment dated March 14, 2022 in the original amount of $359,900 payable in forty-eight monthly installments of $10,173 including interest at the rate of 15.89%. During the three months ended November 30, 2023, the Company made principal and interest payments on this lease obligation in the amounts of $20,586 and $9,933, respectively. During the six months ended November 30, 2023, the Company made principal and interest payments on this lease obligation in the amounts of $40,377 and $20,660, respectively.

  $ 236,803     $ 277,180  
                 

Financing lease obligation under an agreement for equipment dated June 20, 2022 in the original amount of $12,400 payable in forty-eight monthly installments of $350 including interest at a rate of 15.78%. During the three months ended November 30, 2023, the Company made principal and interest payments on this lease obligation in the amounts of $826 and $224, respectively. During the six months ended November 30, 2023, the Company made principal and interest payments on this lease obligation in the amounts of $1,554 and $468, respectively.

  $ 8,433       9,987  
                 

Total

  $ 245,236     $ 287,167  
                 

Current portion

  $ 94,469     $ 86,887  

Long-term maturities

    150,767       200,280  

Total

  $ 245,236     $ 287,167  

 

Aggregate maturities of lease liabilities – financing leases as of November 30, 2023 are as follows:

 

For the period ended November 30,

 

2024

  $ 94,469  

2025

    110,352  

2026

    40,415  

2027

    -  

2028

    -  

Thereafter

    -  

Total

  $ 245,236  

 

 

Note 19: Stockholders Equity

 

At the Company's annual meeting of stockholders on November 28, 2023, the Company’s shareholders voted to increase the number of shares of authorized common stock from 187,500,000 shares to 350,000,000 shares. At November 30, 2023, the Company’s authorized capital stock consists of 350,000,000 shares of common stock, par value $0.0001 per share, and 5,000,000 shares of preferred stock, par value $0.001 per share.

 

On September 15, 2022, the Company effected a reverse stock split of its issued and outstanding common stock (“the “Reverse Split”) at a ratio of 1-for-4, whereby four shares of the Company’s common stock issued and outstanding were exchanged for one share. The number of shares of common stock issued and outstanding immediately before the Reverse Split was 290,070,272; the number of shares outstanding immediately after the reverse split was 72,517,570, a decrease of 217,552,702 shares. All share and per-share information in these financial statements have been adjusted to reflect the effects of the Reverse Split. As a result of the split, an additional 576 shares were issued due to rounding.

 

Common stock transactions for the three months ended November 30, 2023

 

None.

 

Common stock transactions for the three months ended November 30, 2022

 

Common Stock and Warrants Issued upon Conversion of Notes Payable:

 

On September 15, 2022, the Company issued 28,414,149 shares and three-year warrants to acquire 14,207,075 shares of common stock at a price of $0.40 per share as a result of the mandatory conversion provided in the amendments to the Canaccord Debentures. The conversion was for the total amount of $8,098,033, of which $7,965,278 was principal and $132,755 was accrued interest. (See note 15 for details). A loss in the amount of $4,547,660 was recorded in connection with the extinguishment of the Canaccord Debentures. No gain or loss was recorded on the issuance of the shares because the conversion was made pursuant to the terms of the Restructured Canaccord Debenture Agreement.

 

On September 15, 2022, the Company issued 12,051,397 shares and three-year warrants to acquire 6,025,700 shares of common stock at a price of $0.40 per share as a result of the mandatory conversion provided in the amendments to the U.S. Convertible Debenture holders. The conversion was for the total amount of $3,434,647, of which $3,378,342 was principal and $56,305 was accrued interest. (See note 15 for details). A loss in the amount of $2,111,699 was recorded in connection with the extinguishment of the U.S. Convertible Debentures 1 and 2. No gain or loss was recorded on the issuance of the shares because the conversion was made pursuant to the terms of the Restructured U.S. Convertible Debentures 1 and 2 Agreements.

 

Other Warrant Transactions

 

From December 1, 2021, through January 4, 2022, the Company issued $2,500,000 in debentures and issued 757,576 warrants in connection with these debentures. Each warrant allows the holder to purchase one share of the Company’s common stock at an exercise price of $1.65 per share for three years after its date of issuance.

 

On September 15, 2022, the Company amended $18,846,721 in outstanding debentures to reduce the conversion price of the debentures from $1.20 per unit to $0.40 per unit, increasing the warrants issuable upon conversion of such debentures from 3,400,652 to 6,801,298. As amended, each warrants issuable pursuant to the conversion of such debentures is exercisable for one share of the Company’s common stock at a price of $0.40 per share.

 

The following table summarizes the significant terms of warrants outstanding at November 30, 2023. This table does not include the unit warrants. See Unit Warrants section below.

 

Range of

exercise

Prices

   

Number of

warrants

Outstanding

   

Weighted

average

remaining

contractual

life (years)

   

Weighted

average

exercise

price of

outstanding

Warrants

   

Number of

warrants

Exercisable

   

Weighted

average

exercise

price of

exercisable

Warrants

 
                                             
$ 0.40       20,232,775       1.79     $ 0.40       20,232,775     $ 0.40  
$ 1.60       191,094       1.79     $ 1.60       191,094     $ 1.60  
$ 1.65       757,580       1.08     $ 1.65       757,580     $ 1.65  
          21,181,449       1.77     $ 0.46       21,181,449     $ 0.46  

 

 

Transactions involving warrants are summarized as follows. This table does not include the unit warrants. See Unit Warrants section below.

 

   

Number of

Shares

   

Weighted Average

Exercise Price

 

Warrants outstanding at May 31, 2022

    1,729,924     $ 1.98  

Granted

    20,232,775     $ 0.40  

Exercised

    -     $ -  

Cancelled / Expired

    (781,250

)

  $ 0.60  

Warrants outstanding at May 31, 2023

    21,181,449     $ 0.46  

Granted

    -     $ -  

Exercised

    -     $ -  

Cancelled / Expired

    -     $ -  

Warrants outstanding at November 30, 2023

    21,181,449     $ 0.46  

 

Unit Warrants

 

In February and March 2018, in connection with the Westpark offering, the Company issued five-year warrants to purchase 51,310 of the Company’s units at an exercise price of $5.00 per unit. Each unit consists of four shares of common stock and one warrant to purchase a share of common stock for $3.00. These warrants expired in March of 2023.

 

Because the unit warrants are exercisable for Common Stock and warrants, they are not included in the warrant tables above.

 

Note 20: Related Party Transactions

 

As of November 30, 2023 and May 31, 2023, the Company had accrued salary due to Michael Abrams, a former officer of the Company prior to his September 1, 2015 termination, in the amount of $16,250.

 

During the six months ended November 30, 2023, the Company made payments of $10,000 to each of its three directors for their participation on the Board, for a total of $30,000.

 

During six months ended November 30, 2023, the Company’s Board of Directors authorized a bonus for its Chief Executive Officer in the amount of $50,000; this amount was paid during the sox months ended November 30, 2023.

 

During the six months ended November 30, 2023, the Company accrued interest in the amount of $72,071 on a convertible note payable to Navy Capital Green Co-Invest Fund, LLC, an entity that holds greater than 10% of the Company’s common stock outstanding. At November 30, 2023, the principal balance of the convertible note payable to Navy Capital Green Co-Invest Fund, LLC, was $1,801,783.

 

Note 21: Income Taxes

 

The following table summarizes the Company’s income tax accrued for the three and six and months ended November 30, 2023 and 2022:

 

The Company accounts for income taxes under FASB ASC 740-10, which provides for an asset and liability approach of accounting for income taxes. Under this approach, deferred tax assets and liabilities are recognized based on anticipated future tax consequences, using currently enacted tax laws, attributed to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts calculated for income tax purposes.

 

The components of the income tax provision include:

 

   

Three Months Ended November 30,

 
   

2023

   

2022

 

Revenue

  $ 5,197,214     $ 6,074,177  

Directly attributable costs

    (3,025,595

)

    (3,613,744

)

Deferred

    2,171,619       2,460,433  

Tax rate

    21

%

    21

%

Tax expense

  $ 456,040     $ 516,691  

 

 

   

Six Months Ended November 30,

 
   

2023

   

2022

 

Revenue

  $ 10,311,741     $ 12,119,104  

Directly attributable costs

    (5,866,196

)

    (7,186,837

)

Deferred

    4,445,545       4,932,267  

Tax rate

    21

%

    21

%

Tax expense

  $ 933,564     $ 1,035,776  

 

Note: Change in uncertain tax position with all tax expense recorded in current year due to change in estimate. No prior year net operating loss was considered.

 

Due to the accrual of taxes related to Section 280E of the Internal Revenue Code, as amended, the Company has an uncertain tax accrual that is currently being expensed as a change in estimate. The Company has net operating losses that it believes are available to it to offset this expense; however, there can be no assurance under current interpretations of tax laws for cannabis companies that the Company will be allowed to use these net operating losses to offset Section 280E tax expenses.

 

Note 22: Commitments and Contingencies

 

Legal Matters

 

From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of the date of filing of this report, there were no pending or threatened lawsuits.

 

Integrity Global Security

 

On October 20, 2022, Integrity Global Security Inc. (“IGS”) filed a Complaint in the Eighth Judicial District Court, Case No. A-22-860152-C, against Serenity alleging Breach of Contract and Breach of Covenant of Good Faith and Fair Dealing. In its Complaint, IGS alleged that Serenity owes IGS the amount of $48,890 for unpaid invoices related to security services performed at Oasis Cannabis Dispensary and City Trees’ locations in Clark County, Nevada. The Company has accrued the amount of $27,314 in connection with this liability of November 30, 2023.

 

In response to IGS’s Complaint, Serenity filed an Answer on December 8, 2022, and a Countercomplaint against IGS asserting claims for Breach of Contract, Breach of the Implied Covenant of Good Faith and Fair Dealing, Negligence, Respondent Superior, Intentional Interference with Prospective Economic Advantage and Negligent Hiring, Training, and Supervision for actions related to a violent attack by an IGS employee against a Serenity employee. Serenity amended its Counterclaim on January 20, 2023, to include more information related to Serenity’s damages sustained as a result of IGS’s actions.

 

IGS filed a Motion to Dismiss Serenity’s Counterclaims on February 10, 2023, which Serenity opposed. However, on May 4, 2023, the morning of the Motion to Dismiss oral argument, IGS’s counsel advised Serenity’s counsel and the Court that IGS was voluntarily withdrawing its Motion to Dismiss. The Court granted IGS’s voluntary withdrawal of the Motion to Dismiss and IGS subsequently filed an Answer to Serenity’s Counterclaim on May 18, 2023.

 

Shortly thereafter the parties’ counsel attended an Early Case Conference on May 18, 2023, and the parties began exchanging information related to relevant witnesses, documents, and computations of damages. IGS served Serenity with Interrogatories, Requests for Admissions, and Requests for Production of Documents on or about July 20, 2023, while Serenity served IGS with their own Interrogatories and Requests for Production of Documents on or about August 11, 2023. Before any of the parties answered the propounded discovery requests served by the other party, the parties agreed to attend a Judicial Settlement Conference with the Eighth Judicial District Court. Accordingly, the parties entered into a Stipulation to Stay Discovery Pending a Judicial Settlement Conference, which was granted and entered by the Eighth Judicial District Court on September 20, 2023.

 

The parties are awaiting available dates from the Eighth Judicial District Court for the Judicial Settlement Conference. Until the parties attend the Judicial Settlement Conference, this matter is stayed. See note 23.

 

 

Lease Arrangements

 

The Company leases several facilities for office, warehouse, and retail space. Currently lease commitments are as follows:

 

 

A lease that commenced in February 2019 for 1,400 square feet of office space located at 1718 Industrial Road, Las Vegas, NV 89102, for a term of eighteen months, and for rent of $1,785 per month. In June 2020, this lease was extended to August 31, 2022, with the monthly rent increasing to $1,867 until September 2021, after which time it will be subject to annual increases of 3%. The lease was extended again on April 1, 2022, effective September 1, 2022 until August 31, 2024. The monthly rent increased on September 1, 2022 to $2,084.

 

 

 

 

A lease that commenced January 2018 for 1,000 square feet of storefront space plus 5,900 square feet of warehouse space located at 1800 Industrial Road, Suites 102, 160, and 180, Las Vegas, NV 89102, for a term of five years and for initial base rent of $7,500 per month, with annual increases of 3%. In February 2020, this lease was extended to February 28, 2030 and the monthly rent was increased by $600. At November 30, 2023, the monthly rent on this lease was $10,385.

 

 

A lease that commenced in February 2019 for 2,504 square feet of office space located at 1800 Industrial Road, Suite 100, Las Vegas, NV 89102 for a term of eighteen months and for initial rent of $3,210 per month, with annual increases of 4%. In February 2020, this lease was extended to February 28, 2030, and the lease was modified to include annual rent increases of 3%. At November 30, 2023, the monthly rent on this lease was $3,649.

 

 

 

 

A lease that commenced in January 2016 for 22,000 square feet of warehouse space located at 203 E. Mayflower Avenue, North Las Vegas, NV 89030 for a term of five years and initial rent of $11,000 per month, which amount increased to $29,000 per month on January 1, 2020. In June 2020, this lease was extended to February 28, 2026, and the monthly rent was amended as follows: $25,000 for the months of April, May, and June 2020; $22,500 for the months of March 2021 through February 2022; $23,175 for the months of March 2022 through February 2023; 23,870 for the months of March 2023 through February 2024; $24,586 for the months of March 2024 through February 2025; and $25,323 for the months of March 2025 through February 2026.

 

 

 

 

A lease that commenced on May 17, 2022 for approximately 20 acres of land for purposes of developing a cultivation facility along the Quinn River in Nevada at a cost of $3,500 per quarter beginning on or before May 31, 2022 (the “Quinn River Land Lease”). As of May 31, 2023 the lease was terminated and will not be renewed by the parties.

     

 

A lease that commenced in October 2023 for 2,547 square feet of office space located at 516 S. 4th Street, Las Vegas, NV 89101 for a term of five years and initial rent of $5,083 per month through September 30, 2024. The monthly rent will increase to $5,236 for the months of October 2024 through September 2025; $5,393 for the months of October 2025 through September 2026; $5,554 for the months of October 2026 through September 2027; and $5,721 for the months of October 2027 through September 2028.

 

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 November 30, 2023.

 

 

Note 23: Subsequent Events

 

Conversion of November 2023 Debentures

 

On December 6, 2023 the Company elected to convert the debt owed under the November 30, 2023 Debentures. As a result of the conversion an additional 32,000,000 shares were issued to four separate parties bringing the outstanding number of issued shares of the Company to 104,543,141.

 

Amendment to Convertible Debentures and Warrants

 

On December 28, 2023, the Company executed a Supplemental Indenture (the “December 28, 2023 Indenture Supplement”) to amend that certain debenture indenture by and between the Company and Odyssey Trust Company, as Trustee, dated as of December 12, 2018, as supplemented March 31, 2021, as further supplemented September 15, 2022 (collectively, the “Debenture Indenture”), in order to amended the terms of its outstanding $5,252,873 principal amount unsecured convertible debentures issued December 12, 2018 to, among other things, (i) decrease the conversion price of the remaining December Debentures to $0.07 per unit; (ii) change the maturity date of the December Debentures so that the December Debentures mature on January 31, 2028; (iii) providing for interest accruing between July 1, 2022 and December 31, 2023 to be added to the principal balance of the December Debentures; (iv) granting debenture holders a put right exercisable to December 29, 2023, granting each debenture holder the right to require the Company to redeem all or any part of such debenture holder’s outstanding December Debenture in cash at a redemption price equal to $600 per $1,000 principal amount of December Debentures elected to be redeemed; any accrued but unpaid interest through to and including the date of the debenture holder’s election shall not be paid and shall be cancelled; (v) granting debenture holders a put right in the event the Company’s cash available for debt service for any fiscal quarter exceeds $750,000, subject to pro ration, to require the Company to redeem all or any part of such debenture holder’s outstanding December Debentures in cash at a redemption price equal to the aggregate principal amount of the December Debentures being so redeemed, (vi) including a provision providing that the Company shall redeem on the last day of each calendar month beginning March 31, 2025 an aggregate amount of outstanding December Debentures equal to $108,799 less the amount of interest paid on such date; and (vii) subject to the receipt of regulatory approvals, granting a security interest in certain of the Company’s assets (such as licenses, inventory (including work in process), equipment (excluding equipment subject to purchase money financing) and contract rights (excluding investments in entities other than wholly owned subsidiaries)) to the holders of the December Debentures and to other holders of the Company’s debt, now or in the future, as the Company may elect.

 

On December 28, 2023, the Company also executed a Notice of Amendment to Warrant Terms to extend the terms of the warrants to December 28, 2026.

 

Integrity Global Security Settlement

 

On January 2, 2024, the Company reached agreements with IGS whereby (i) the Company will pay the amount of $55,000 in settlement of all claims against the Company, and (ii) IGS will pay the Company $10,000 in settlement of all claims against IGS. The net cost to the Company will be $45,000. The date of record of these settlement agreements will be the dates upon which the agreements are signed. At that time, the court will issue an order officially dismissing the case. See note 22.

 

The Company has evaluated events through the date of the financial statements and has determined that there were no additional material subsequent events.

 

 

Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.

 

History

 

We were incorporated on March 31, 2011 as Adelt Design, Inc. to manufacture and market carpet binding art. Production and marketing of carpet binding art never commenced. On November 20, 2014, we adopted amended and restated articles of incorporation, thereby changing our name to CLS Holdings USA, Inc. On April 29, 2015, we entered into a merger agreement with CLS Labs and a newly-formed, wholly owned subsidiary of the Company (the “Merger Sub”) and effected the Merger (the “Merger”). Upon the consummation of the Merger, the separate existence of the Merger Sub ceased and CLS Labs, the surviving corporation in the Merger, became a wholly owned subsidiary of the Company, with the Company acquiring the stock of CLS Labs. As a result of the Merger, we acquired the business of CLS Labs and abandoned our previous business.

 

CLS Labs was originally incorporated in the state of Nevada on May 1, 2014 under the name RJF Labs, Inc. before changing its name to CLS Labs, Inc. on October 24, 2014. It was formed to commercialize a proprietary method of extracting cannabinoids from cannabis plants and converting the resulting cannabinoid extracts into concentrates such as oils, waxes, edibles and shatter.

 

We have been issued a U.S. patent with respect to our proprietary method of extracting cannabinoids from cannabis plants and converting the resulting cannabinoid extracts into concentrates such as oils, waxes, edibles and shatter. We have not commercialized our proprietary process and due to the current Nevada State laws governing these types of extraction methods, we do not intend to commercialize the proprietary process in the future. CLSH is engaged in attempting to find a buyer for the patent who may be able to use it in another state or another application.

 

The Quinn River Joint Venture Agreement

 

On December 4, 2017, we entered into the Acquisition Agreement with Alternative Solutions to acquire the outstanding equity interests in the Oasis LLCs. Pursuant to the Acquisition Agreement, as amended, we paid a non-refundable deposit of $250,000 upon signing, which was followed by an additional payment of $1,800,000 on February 5, 2018, for an initial 10% of Alternative Solutions and each of the subsidiaries. At the closing of our purchase of the remaining 90% of the ownership interests in Alternative Solutions and the Oasis LLCs, which occurred on June 27, 2018, we paid the following consideration: $5,995,543 in cash, a $4.0 million promissory note due in December 2019, and $6,000,000 in shares of our common stock. At that time, we applied for regulatory approval to own an interest in the Oasis LLCs, which approval the CCB Granted on June 21, 2018. Just prior to closing, the parties agreed that we would instead acquire all of the membership interests in Alternative Solutions, the parent of the Oasis LLCs, from its members, and the membership interests in the Oasis LLCs owned by members other than Alternative Solutions. The CCB granted final regulatory approval for us to own our interest in the Oasis LLCs through Alternative Solutions under the final structure of the transaction on April 26, 2022.

 

On October 20, 2021, we entered into a management services agreement (the “Quinn River Joint Venture Agreement”) through our 50% owned subsidiary, Kealii Okamalu LLC, with CSI Health MCD LLC (“CSI”) and a commission established by the authority of the Tribal Council of the Fort McDermitt Paiute and Shoshone Tribe (“Tribe”). The purpose of the Quinn River Joint Venture Agreement was to establish a business (the “Quinn River Joint Venture”) to grow, cultivate, process, and sell cannabis and related products. The Quinn River Joint Venture Agreement had an initial term of 10 years plus a 10-year renewal option from the date the first cannabis crop was harvested and sold. Pursuant to the Quinn River Joint Venture Agreement, Kealii Okamalu LLC was expected to eventually lease approximately 20-30 acres of the Tribe’s land located along the Quinn River at a cost of $3,500 per quarter and manage the design, finance and construction of a cannabis cultivation facility on such tribal lands (the “JV Cultivation Facility”). In 2022 and 2023 Kealii Okamalu LLC managed the ongoing operations of the JV Cultivation Facility and related business, including, but not limited to, cultivation of cannabis crops, personnel staffing, product packaging, testing, marketing and sales. Packaged products were branded as “Quinn River Farms.” We provided 10,000 square feet of warehouse space at our Las Vegas facility, and the Quinn River Joint Venture granted us preferred vendor status including the right to purchase cannabis flower and the Quinn River Joint Venture’s cannabis trim at favorable prices. Kealii Okamalu LLC was expected to contribute $6 million towards the construction of the JV Cultivation Facility and the working capital for the Quinn River Joint Venture. This amount was to be repaid from the portion of the net profits of the Quinn River Joint Venture otherwise payable to CSI and the Tribe at the rate of $750,000 per quarter for eight quarters. Kealii Okamalu LLC was to receive one-third of the net profits of the Quinn River Joint Venture. We were the manager of and held a 50% ownership interest in Kealii Okamalu LLC. Kealii Okamalu LLC is a variable interest entity which we consolidate. The Quinn River Joint Venture was not a legal entity but rather a business operated by Kealii Okamalu LLC. The Quinn River Joint Venture completed its first harvest during the year ended May 31, 2023, from which the Company purchased inventory in the amount of $952,124.

 

 

As of the year ended May 31, 2023, the Company’s 50% partner in Kealii Okamalu LLC had defaulted on its obligations under both the Kealii Okamalu LLC Operating Agreement and the Quinn River Joint Venture Agreement by failing to make any of its required capital contribution of $3 million. As a result of the partner’s breach, the Quinn River Joint Venture Agreement was officially terminated in July of 2023. Kealii Okamalu LLC is no longer an active operating entity. The Company does not believe it is likely to recover its investment in Kealii Okamalu LLC and has made an impairment charge in the amount of $1,590,742 against these assets during the year ended May 31, 2023.

 

Current Business and Outlook

 

We generate revenues through: (i) our retail dispensary (Oasis), and (ii) our City Trees cultivation and processing of cannabis and wholesale of cannabis-related products for Oasis and third-parties. We continue to explore opportunities for growth through the acquisition of companies, the creation of joint ventures, licensing agreements, and fee-for-service arrangements with growers and dispensaries of cannabis products. We believe that we can ultimately establish a position as one of the premier cannabinoid extraction and processing companies in the industry. We have created our own brand of concentrates for consumer use, which we sell wholesale to cannabis dispensaries. We are attempting to create a “gold standard” national brand by standardizing the testing, compliance and labeling of our products in an industry currently comprised of small, local businesses with erratic and unreliable product quality, testing practices and labeling.

 

Finally, we intend to grow through select acquisitions in secondary and tertiary markets, targeting newly regulated states that we believe offer a competitive advantage. Our goal at this time is to become a successful regional cannabis company.

 

Results of Operations for the Three Months Ended November 30, 2023 and 2022

 

The table below sets forth our select expenses as a percentage of revenue for the applicable periods:

 

   

Three Months

Ended

   

Three Months

Ended

 
   

November 30, 2023

   

November 30, 2022

 

Revenue

    100

%

    100

%

Cost of Goods Sold

    58

%

    52

%

Gross Margin

    42

%

    48

%

Selling, General, and Administrative Expenses

    50

%

    56

%

Gain on Settlement of Notes Receivable

    -

%

    (3

)%

Loss on Extinguishment of Debt

    -

%

    110

%

Interest expense

    8

%

    10

%

Provision for Income Tax

    9

%

    9

%

 

The table below sets forth certain statistical and financial highlights for the applicable periods:

 

   

Three Months

Ended

   

Three Months

Ended

 
   

November 30, 2023

   

November 30, 2022

 

Number of Customers Served (Dispensary)

    68,586       83,744  

Revenue

  $ 5,197,214     $ 6,074,177  

Gross Profit

  $ 2,171,619     $ 2,925,237  

Selling, General, and Administrative Expenses

  $ 2,606,918     $ 3,428,352  

 

Revenues

 

We had revenue of $5,197,214 during the three months ended November 30, 2023, a decrease of $876,963, or 14%, compared to revenue of $6,074,177 during the three months ended November 30, 2022. Our cannabis dispensary accounted for $3,104,064, or 60%, of our revenue for the three months ended November 30, 2023, a decrease of $688,740, or 18%, compared to $3,792,804 during the three months ended November 30, 2022. Dispensary revenue decreased during the second quarter of fiscal year 2024 because our average sales per day decreased from $41,679 during the second quarter of fiscal year 2023 to $34,111 during the second quarter of fiscal year 2024. Our cannabis production accounted for $2,093,150, or 40%, of our revenue for the three months ended November 30, 2023, a decrease of $188,223 or 8%, compared to $2,281,373 for the three months ended November 30, 2022. The decrease in production revenues for the second quarter of fiscal year 2024 was primarily due to the fact that the overall cannabis market in Nevada has seen a decrease in wholesale pricing, coupled with a slowdown in nonessential expenditures that comes with inflation and an uncertain economy.

 

 

Cost of Goods Sold

 

Our cost of goods sold for the three months ended November 30, 2023 was $3,025,595, a decrease of $123,345, or 4%, compared to cost of goods sold of $3,148,940 for the three months ended November 30, 2022. The decrease in cost of goods sold for the three months ended November 30, 2023 was due primarily due to a decrease in sales. Cost of goods sold was 58.2% of sales during the three months ended November 30, 2023 resulting in a gross margin of 41.8%. Cost of goods sold was 51.8% of sales during the three months ended November 30, 2022 resulting in a gross margin of 48.2%. Cost of goods sold during the second quarter of the 2024 fiscal year primarily consisted of product cost of $2,478,392, labor and overhead of $417,254, supplies and materials of $121,474, and licenses and fees of $8,475. Cost of goods sold during the second quarter of the 2023 fiscal year primarily consisted of product cost of $2,697,590, labor and overhead of $278,149, supplies and materials of $132,426, and licenses and fees of $40,775.

 

Selling, General and Administrative Expenses

 

Selling, general and administrative expenses, or SG&A, decreased by $821,434, or approximately 24%, to $2,606,918 during the three months ended November 30, 2023, compared to $3,428,352 for the three months ended November 30, 2022. The decrease in SG&A expenses for the three months ended November 30, 2023 was primarily due to the Company’s efforts to reduce payroll, legal and office related costs, and sales and marketing expenses.

 

SG&A expense during the three months ended November 30, 2023 was primarily attributable to an aggregate of $2,205,118 in costs associated with operating the Oasis LLCs, a decrease of $720,967 compared to $2,926,085 during the thr