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 February 29, 2024

 

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: 137,675,276 shares of $0.0001 par value common stock outstanding as of April 8, 2024.

 

 

 

 

CLS HOLDINGS USA, INC.

 

FORM 10-Q

Quarterly Period Ended February 29, 2024

 

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 February 29, 2024 (Unaudited) and May 31, 2023 (audited)

4

 

Condensed Consolidated Statements of Operations for the Three and Nine Months ended February 29, 2024 and February 28, 2023 (Unaudited)

5

 

Condensed Consolidated Statements of Stockholders’ Deficit for the Nine Months ended February 29, 2024 and February 28, 2023 (Unaudited)

6

 

Condensed Consolidated Statements of Cash Flows for the Nine Months ended February 29, 2024 and February 28, 2023 (Unaudited)

7

 

Notes to the Consolidated Financial Statements (Unaudited)

8

Item 2.

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

31

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

42

Item 4.

Controls and Procedures

42

 

 

PART II. OTHER INFORMATION

 

Item 1.

Legal Proceedings

43

Item 1A.

Risk Factors

43

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

43

Item 3.

Defaults Upon Senior Securities

43

Item 4.

Mine Safety Disclosures

43

Item 5.

Other Information

43

Item 6.

Exhibits

43

 

 

SIGNATURES

44

 

 

 

 

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. 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).

 

 

3

 

Item 1. Financial Statements.

CLS HOLDINGS USA, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

 

   

February 29,

   

May 31,

 
   

2024

   

2023

 
   

(unaudited)

         

ASSETS

               

Current assets

               

Cash and cash equivalents

  $ 698,877     $ 998,421  

Accounts Receivable

    954,020       431,204  

Inventory

    2,385,724       3,012,932  

Prepaid expenses and other current assets

    82,911       148,953  

Total current assets

    4,121,532       4,591,510  
                 

Property, plant and equipment, net of accumulated depreciation of $3,162,030 and $2,687,146

    2,488,853       2,913,077  

Right of use assets, operating leases

    1,578,759       1,641,577  

Intangible assets, net of accumulated amortization of $172,156 and $588,217

    185,837       209,088  

Goodwill

    557,896       557,896  

Other assets

    197,500       157,500  
                 

Total assets

  $ 9,130,377     $ 10,070,648  
                 

LIABILITIES AND STOCKHOLDERS' DEFICIT

               

Current liabilities

               

Accounts payable and accrued liabilities

  $ 3,380,315     $ 2,728,572  

Accrued interest

    3,600       634,594  

Loans payable

    -       471,380  

Lease liability - operating leases, current

    433,465       374,004  

Lease liability - financing leases, current

    98,210       86,887  

Taxes Payable

    8,132,683       6,752,457  

Notes payable

    1,190,703       1,439,584  

Convertible notes payable - current

    58,498       2,952,160  

Convertible notes payable, related party - current

    233,993       900,891  
                 

Total current liabilities

    13,531,467       16,340,529  
                 

Noncurrent liabilities

               

Lease liability - operating leases, non-current

    1,431,776       1,544,283  

Lease liability - financing leases, non-current

    124,767       200,280  

Notes payable, non-current, net of discount of $37,072 and $1,291,887

    1,809,483       2,033,077  

Convertible notes payable, non-current

    2,001,587       2,852,159  

Convertible notes payable, related party - non-current

    1,745,986       900,892  
                 

Total Liabilities

    20,645,066       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; 345,000,000 shares authorized at February 29, 2024 and 187,500,000 at May 31, 2023; 137,675,276 shares and 72,543,141 issued and outstanding at February 29, 2024 and May 31, 2023, respectively

    13,768       7,255  

Additional paid-in capital

    105,152,891       96,147,784  

Common stock subscribed

    65,702       65,702  

Common stock receivable

    (592,848 )     -  

Accumulated deficit

    (115,014,703 )     (108,879,446 )

Stockholder's deficit attributable to CLS Holdings, Inc.

    (10,375,190 )     (12,658,705 )

Non-controlling interest

    (1,139,499 )     (1,141,867 )

Total stockholder's deficit

    (11,514,689 )     (13,800,572 )
                 

Total liabilities and stockholders' deficit

  $ 9,130,377     $ 10,070,648  

 

See accompanying notes to these financial statements.

 

4

 

CLS HOLDINGS USA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

   

For the Three

   

For the Three

   

For the Nine

   

For the Nine

 
   

Months Ended

   

Months Ended

   

Months Ended

   

Months Ended

 
   

February 29, 2024

   

February 28, 2023

   

February 29, 2024

   

February 28, 2023

 
                                 
                                 

Revenue

  $ 4,926,457     $ 5,437,302     $ 15,238,198     $ 17,556,406  

Cost of goods sold

    2,799,498       2,871,557       8,665,694       9,164,914  

Gross margin

    2,126,959       2,565,745       6,572,504       8,391,492  
                                 

Selling, general and administrative expenses

    2,565,239       2,407,966       7,902,057       8,896,933  

Total operating expenses

    2,565,239       2,407,966       7,902,057       8,896,933  
                                 

Operating income (loss)

    (438,280 )     157,779       (1,329,553 )     (505,441 )
                                 

Other (income) expense:

                               

Interest expense, net

    247,961       648,957       1,116,274       2,024,532  

Employee retention tax credit income

    -       -       (924,862 )     -  

Loss on extinguishment of debt

    3,404,910       -       3,404,910       6,659,359  

(Gain) Loss on equity investment

    -       22,476       -       176,587  

(Gain) on settlement of debt

    (168,837 )     -       (168,837 )     (2,384 )

(Gain) on settlement of accounts payable

    -       -       (4,375 )     -  

(Gain) on settlement of note receivable

    -       -       -       (348,165 )

Total other (income) expense

    3,484,034       671,433       3,423,110       8,509,929  
                                 

Income (Loss) before income taxes

    (3,922,314 )     (513,654 )     (4,752,663 )     (9,015,370 )
                                 

Provision for income tax

    (446,662 )     (516,252 )     (1,380,226 )     (1,552,028 )
                                 

Net loss

    (4,368,976 )     (1,029,906 )     (6,132,889 )     (10,567,398 )
                                 

Non-controlling interest

    (168 )     130,391       (2,368 )     303,451  
                                 

Net loss attributable to CLS Holdings, Inc.

  $ (4,369,144 )   $ (899,515 )   $ (6,135,257 )   $ (10,263,947 )
                                 

Net loss per share - basic

  $ (0.04 )   $ (0.01 )   $ (0.07 )   $ (0.19 )
                                 

Net loss per share - diluted

  $ (0.04 )   $ (0.01 )   $ (0.07 )   $ (0.19 )
                                 

Weighted average shares outstanding - basic

    118,630,461       72,518,141       87,849,514       56,657,781  
                                 

Weighted average shares outstanding - diluted

    118,630,461       72,518,141       87,849,514       56,657,781  

 

See accompanying notes to these financial statements.

 

5

 

CLS HOLDINGS USA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS DEFICIT

(Unaudited)

 

                   

Additional

                                         
   

Common Stock

   

Paid In

    Stock    

Stock

   

Accumulated

   

Minority

         
   

Amount

   

Value

   

Capital

   

Payable

   

Receivable

   

Deficit

   

Interest

   

Total

 
                                                                 

Balance, May 31, 2022

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

Loss for the three months ended August 31, 2022

    -       -       -       -               (1,148,478 )     (183,647 )     (1,332,125 )

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 )
                                                                 

Loss for the three months ended February 28, 2023

    -       -       -       -               (899,515 )     (130,391 )     (1,029,906 )

Balance, February 28, 2023

  $ 72,518,141     $ 7,253     $ 96,142,740     $ 70,092             $ (105,343,764 )   $ (400,662 )   $ (9,524,341 )
                                              -       -       -  

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  

Loss on extinguishment of debt

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

Rounding for reverse split

    576       -       -       -       -       -       -       -  

Loss for the nine months ended February 28, 2023

    -       -       -       -       -       (10,263,947 )     (303,451 )     (10,567,398 )

Balance, February 28, 2023

  $ 72,518,141     $ 7,253     $ 96,142,740     $ 70,092     $ -     $ (105,343,764 )   $ (400,662 )   $ (9,524,341 )
                                                                 

Balance, May 31, 2023

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

Loss for the three months ended August 31, 2023

    -       -       -       -       -       (463,841 )     2,108       (461,733 )

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 )
                                                                 

Conversion of notes payable

    64,132,135       6,413       2,167,587       -       -       -       -       2,174,000  

Discounts on notes payable

    -       -       221,712       -       -       -       -       221,712  

Shares issued to officer as compensation

    1,000,000       100       38,700       -       -       -       -       38,800  

Amortization of employee stock options

    -       -       6,439       -       -       -       -       6,439  

Common to be returned in settlement of notes payable

    -       -       -       -       (592,848 )     -       -       (592,848 )

Extinguishment of debt

    -       -       6,508,269       -       -       -       -       6,508,269  

Loss for the three months ended February 29, 2024

    -       -               -       -       (4,369,144 )     168       (4,368,976 )

Balance, February 29, 2024

  $ 137,675,276     $ 13,768     $ 105,152,891     $ 65,702     $ (592,848 )   $ (115,014,703 )   $ (1,139,499 )   $ (11,514,689 )
                                                                 

Balance, May 31, 2023

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

Conversion of notes payable

    64,132,135       6,413       2,167,587       -       -       -       -       2,174,000  

Discounts on notes payable

    -       -       284,112       -       -       -       -       284,112  

Shares issued to officer as compensation

    1,000,000       100       38,700       -       -       -       -       38,800  

Amortization of employee stock options

    -       -       6,439       -       -       -       -       6,439  

Common stock returned in settlement of notes payable

    -       -       -       -       (592,848 )     -       -       (592,848 )

Extinguishment of debt

    -       -       6,508,269       -       -       -       -       6,508,269  

Loss for the nine months ended February 29, 2024

    -       -       -       -               (6,135,257 )     2,368       (6,132,889 )
                                                                 

Balance, February 29, 2024

  $ 137,675,276     $ 13,768     $ 105,152,891     $ 65,702     $ (592,848 )   $ (115,014,703 )   $ (1,139,499 )   $ (11,514,689 )

 

See accompanying notes to these financial statements.

 

6

 

CLS HOLDINGS USA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

   

For the Nine

   

For the Nine

 
   

Months Ended

   

Months Ended

 
   

February 29, 2024

   

February 28, 2023

 

CASH FLOWS FROM OPERATING ACTIVITIES

               

Net loss

  $ (6,132,889 )   $ (10,567,398 )

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

               

Loss on equity investment

    -       176,587  

Share-based compensation

    45,239       -  

Amortization of debt discounts and fees

    393,240       597,821  

Loss on extinguishment of debt

    3,404,910       6,659,359  

Gain on settlement of note receivable

    -       (348,165 )

Gain on settlement of accounts payable

    (4,375 )     -  

Gain on debt settlement

    (168,837 )     (2,384 )

Depreciation and amortization expense

    498,131       716,114  

Bad debt expense

    393       (4,437 )

Changes in assets and liabilities:

               

Accounts receivable

    (523,209 )     (95,718 )

Prepaid expenses and other current assets

    66,042       143,627  

Inventory

    627,208       (931,861 )

Right of use asset

    287,717       263,064  

Accounts payable and accrued expenses

    656,121       739,622  

Accrued interest

    336,878       327,169  

Deferred tax liability

    1,380,226       1,552,028  

Operating lease liability

    (277,945 )     (244,011 )

Net cash provided by (used in) operating activities

    588,850       (1,018,583 )
                 

CASH FLOWS FROM INVESTING ACTIVITIES

               

Payments to purchase property, plant and equipment

    (50,659 )     (141,465 )

Payment for construction security deposit

    (40,000 )     -  

Investment in Quinn River

    -       (297,149 )

Proceeds from collection of note receivable

    -       348,165  

Net cash used in investing activities

    (90,659 )     (90,449 )
                 

CASH FLOWS FROM FINANCING ACTIVITIES

               

Cash received from the issuance of notes payable

    -       -  

Cash received from the issuance of convertible notes payable

    2,030,000       -  

Proceeds from loan payable

    2,290,000       1,717,115  

Repayments of loan payable

    (481,943 )     (1,869,344 )

Principal payments on notes payable

    (812,807 )     -  

Repayments on convertible debt

    (3,758,795 )     (350,000 )

Principal payments on finance leases

    (64,190 )     (52,786 )

Net cash used in financing activities

    (797,735 )     (555,015 )
                 

Net decrease in cash and cash equivalents

    (299,544 )     (1,664,047 )
                 

Cash and cash equivalents at beginning of period

    998,421       2,551,859  
                 

Cash and cash equivalents at end of period

  $ 698,877     $ 887,812  
                 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

               

Interest paid

  $ 338,529     $ 1,188,397  

Income taxes paid

  $ -     $ -  
                 

NONCASH INVESTING AND FINANCING ACTIVITIES:

               

Shares issued for conversion of notes payable

  $ -     $ 11,532,680  

Capitalized interest

  $ 967,872     $ 3,283  

Extinguishment of debt

  $ 12,515,830     $ -  

Gain on restructure of 15% notes

  $ 1,088,308     $ -  

Conversion of notes payable to common stock

  $ 1,745,888     $ -  

Loss on conversion of debentures to common stock

  $ 428,112     $ -  

Initial ROU asset and lease liability – operating lease

  $ 224,899     $ 46,475  

Transfer from prepaid expenses to fixed assets

  $ 221,712     $ -  

 

See accompanying notes to these financial statements.

 

7

 

CLS HOLDINGS USA, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

February 29, 2024

(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 8:00 AM and 12:00 AM. 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 February 29, 2024. 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.

 

8

 

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 $698,877 and $998,421 as of February 29, 2024 and May 31, 2023, respectively.

 

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 bad debt expense of $0 and $438 during the three months ended February 29, 2024 and February 28, 2023. The Company had $393 and $(4,437) of bad debt expense during the nine months ended February 29, 2024 and February 28, 2023, 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 February 29, 2024, 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 nine months ended February 29, 2024, 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.

 

9

 

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 February 29, 2024 and February 28, 2023, the Company reported a non-controlling interest in the amount of ($168) and $130,391, respectively, representing 50% of the income (loss) incurred by its partially owned subsidiary, Kealii Okamalu. During the nine months ended February 29, 2024 and February 28, 2023, the Company reported a non-controlling interest in the amount of ($2,368) and $303,451, 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 $125,251 and $119,327 for the three months ended February 29, 2024 and February 28, 2023, respectively. Total recognized advertising and marketing expenses were $352,310 and $517,452 for the nine months ended February 29, 2024 and February 28, 2023, respectively.

 

Research and Development

 

Research and development expenses are charged to operations as incurred. The Company incurred research and development costs of $1,286 and $196 for the three months ended February 29, 2024 and February 28, 2023, respectively. The Company incurred research and development costs of $3,173 and $879 for the nine months ended February 29, 2024 and February 28, 2023, 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.

 

10

 

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 nine months ended February 29, 2024 and February 28, 2023:

 

   

For the Three

   

For the Three

 
   

Months Ended

   

Months Ended

 
   

February 29, 2024

   

February 28, 2023

 

Cannabis Dispensary

    2,987,224       3,529,261  

Cannabis Production

    1,939,233       1,908,041  
    $ 4,926,457     $ 5,437,302  

 

   

For the Nine

   

For the Nine

 
   

Months Ended

   

Months Ended

 
   

February 29, 2024

   

February 28, 2023

 

Cannabis Dispensary

    9,399,830       11,210,622  

Cannabis Production

    5,838,368       6,345,784  
    $ 15,238,198     $ 17,556,406  

 

11

 

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 February 29, 2024 and February 28, 2023, the Company had the following potentially dilutive instruments outstanding: at February 29, 2024, a total of 83,709,603 shares (20,726,901 issuable upon the exercise of warrants, 57,715,202 issuable upon the conversion of convertible notes payable and accrued interest, 8,250,000 shares issuable upon the conversion of stock options, and 17,500 in stock to be issued); and at February 28, 2023, 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 nine months ended February 29, 2024 and February 28, 2023. For the three and nine months ended February 29, 2024 and February 28, 2023, 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.

 

12

 

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 $115,014,703 as of February 29, 2024. 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 February 29, 2024.

 

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.” 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, 2023, Kealii Okamalu made cash investments in the aggregate amount of $304,145 in the Quinn River Joint Venture.

 

There was no additional investment made in the Quinn River Joint Venture during the nine months ended February 29, 2024.

 

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. 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  

 

13

 

Following the impairment charge the net book value of the Company’s investment in Kealii Okamalu and the Quinn River Joint Venture at February 29, 2024 is $0.

 

Note 4: Accounts Receivable

 

Accounts receivable was $954,020 and $431,204 at February 29, 2024 and May 31, 2023, respectively. The Company had bad debt expense of $0 and $438 during the three months ended February 29, 2024 and February 28, 2023. The Company had bad debt expense of $393 and $(4,437) during the nine months ended February 29, 2024 and February 28, 2023. No allowance for doubtful accounts was necessary during the three months ended February 29, 2024 and February 28, 2023.

 

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:

 

   

February 29,

   

May 31,

 
   

2024

   

2023

 

Raw materials

  $ 354,947     $ 399,728  

Finished goods

    2,030,777       2,613,204  

Total

  $ 2,385,724     $ 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 February 29, 2024 and May 31, 2023:

 

   

February 29,

   

May 31,

 
   

2024

   

2023

 

Prepaid expenses

    82,911       147,953  

Employee receivable

    -       1,000  

Total

  $ 82,911     $ 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

 

None

 

Note 8: Property, Plant and Equipment

 

Property, plant and equipment consisted of the following at February 29, 2024 and May 31, 2023:

 

   

February 29,

2024

   

May 31,

2023

 

Office equipment

  $ 159,401     $ 148,243  

Furniture and fixtures

    148,358       148,358  

Machinery & Equipment

    2,431,960       2,392,458  

Leasehold improvements

    2,911,164       2,911,164  

Less: accumulated depreciation

    (3,162,030 )     (2,687,146 )

Property, plant, and equipment, net

  $ 2,488,853     $ 2,913,077  

 

14

 

The Company made payments in the amounts of $50,659 and $141,465 for property and equipment during the nine months ended February 29, 2024 and February 28, 2023, respectively.

 

Depreciation expense totaled $157,634 and $210,187 for the three months ended February 29, 2024 and February 28, 2023, respectively. Depreciation expense totaled $474,884 and $629,920 for the nine months ended February 29, 2024 and February 28, 2023, 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 February 29, 2024 and February 28, 2023 was entirely comprised of operating leases and amounted to $97,658 and $82,858, respectively. The Company’s lease expense for the nine months ended February 29, 2024 and February 28, 2023 was entirely comprised of operating leases and amounted to $277,945 and $244,021, respectively.

 

The Company’s right of use (“ROU”) asset amortization for the three months ended February 29, 2024 and February 28, 2023 was $89,736 and $86,749, respectively. The Company’s ROU asset amortization for the nine months ended February 29, 2024 and February 28, 2023 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 February 29, 2024.

 

Right of use assets – operating leases are summarized below:

 

   

February 29,

2024

 

Amount at inception of leases

  $ 4,384,520  

Amount amortized

    (2,599,873 )

Prior Period Impairment of Quinn River Lease

    (205,888 )

Balance – February 29, 2024

  $ 1,578,759  

 

Operating lease liabilities are summarized below:

 

Amount at inception of leases

  $ 4,297,720  

Amount amortized

    (2,432,479 )

Balance – February 29, 2024

  $ 1,865,241  

 

Warehouse and offices

  $ 1,751,609  

Land

    205,888  

Office equipment

    5,402  

Balance – February 29, 2024

  $ 1,865,241  
         
         

Lease liability

  $ 1,865,241  

Less: current portion

    (433,465 )

Lease liability, non-current

  $ 1,431,776  

 

Maturity analysis under these lease agreements is as follows:

 

Twelve months ended February 28, 2025

  $ 616,524  

Twelve months ended February 28, 2026

    589,970  

Twelve months ended February 28, 2027

    292,381  

Twelve months ended February 29, 2028

    298,127  

Twelve months ended February 28, 2029

    276,130  

Thereafter

    332,691  

Total

  $ 2,405,823  

Less: Present value discount

    (540,582 )

Lease liability

  $ 1,865,241  

 

15

 

Note 10: Intangible Assets

 

Intangible assets consisted of the following at February 29, 2024 and May 31, 2023:

 

   

February 29, 2024

 
           

Accumulated

                 
   

Gross

   

Amortization

   

Impairment

   

Net

 

License & Customer Relations

  $ 110,000     $ (31,167 )     -     $ 78,833  

Tradenames - Trademarks

    222,000       (125,800 )     -       96,200  

Domain Names

    25,993       (15,189 )     -       10,804  

Total

  $ 357,993     $ (172,156 )     -     $ 185,837  

 

   

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 February 29, 2024 and February 28, 2023 was $7,750 and $28,715, respectively. Total amortization expense charged to operations for the nine months ended February 29, 2024 and February 28, 2023 was $15,501 and $58,149, respectively.

 

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

       

2024

  $ 31,044  

2025

    31,044  

2026

    31,044  

2027

    28,472  

2028

    12,900  

Thereafter

    51,333  
    $ 185,837  

 

Note 11: Goodwill

 

Goodwill in the amount of $557,896 is carried on the Company’s balance sheet at February 29, 2024 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 February 29, 2024 and May 31, 2023. As a result, no impairment was recorded. At February 29, 2024 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 February 29, 2024 and May 31, 2023:

 

   

February 29,

   

May 31,

 
   

2024

   

2023

 

Construction deposit

  $ 40,000     $ -  

Security deposits

    157,500       157,500  
    $ 197,500     $ 157,500  

 

16

 

During the three months ended February 29, 2024, the Company paid a deposit in the amount of $40,000 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 February 29, 2024 and May 31, 2023:

 

   

February 29,

2024

   

May 31,

2023

 

Trade accounts payable

  $ 2,615,031     $ 1,793,585  

Accrued payroll and payroll taxes

    376,423       311,505  

Accrued liabilities

    388,861       623,482  

Total

  $ 3,380,315     $ 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 was $8,438.

 

During the three months ended February 29, 2024, the Company made payments of principal and interest in the amount of $0 on the CBR Loan. During the nine months ended February 29, 2024, 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 nine months ended February 29, 2024, the Company amortized $0 and $8,437, respectively, of prepaid fees to interest expense.

 

At February 29, 2024 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 February 29, 2024, the Company made principal and interest payments in the amount of $0, respectively, on the TVT Loan. During the nine months ended February 29, 2024, 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 nine months ended February 29, 2024, the Company amortized $0 and $2,126, respectively, of prepaid fees to interest expense.

 

At February 29, 2024 and May 31, 2023, the balance due under the TVT Loan was $0 and $85,830 net of discount, respectively.

 

17

 

Note 15: Convertible Notes Payable

 

   

February 29, 2024

   

May 31, 2023

 
                 

US Convertible Debenture 2 (Navy Capital Green Fund)

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.

 

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 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.

 

On December 29, 2023, the U.S. Convertible Debenture 2 was amended as follows: (i) the conversion price of the debentures was reduced to $0.07 per unit; (ii) the conversion price of warrants underlying the units issuable upon conversion was reduced to $0.10 per share; (iii) the maturity date was extended to January 31, 2028; (iv) accrued interest in the amount of $54,054 was added to the principal balance. A loss on extinguishment of debt in the amount of $874,797 was charged to operations in connection with this transaction. During the three and nine months ended February 29, 2024, the Company accrued interest in the amounts of $9,699 and $27,717 on the U.S. Convertible Debenture 2, respectively. During the three months and nine months ended February 29, 2024, the Company made interest payments in the amount of $6,696 on the U.S. Convertible Debenture 2.

    495,196       450,446  

 

   

February 29, 2024

   

May 31, 2023

 
                 

US Convertible Debenture 4 (Darling Capital)

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 nine months ended February 29, 2024, 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 nine months ended February 29, 2024, the Company made payments in the aggregate amount of $0 and $100,000, respectively, pursuant to the Forbearance Agreement. At February 29, 2024 the amount owing under the Forbearance Agreement was $0 and the obligations under the debenture have been paid in full.

    -       100,000  

 

18

 

   

February 29, 2024

   

May 31, 2023

 
                 

Canaccord Debentures

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 nine months ended February 29, 2024 and February 28, 2023, the Company accrued interest in the amounts of $105,077 and $210,155, respectively, on the Canaccord Debentures. During the three and nine months ended February 29, 2024, 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.

 

On December 28, 2023, the Canaccord Debentures were amended as follows: (i) the conversion price of the debentures was reduced to $0.07 per unit; (ii) the conversion price of warrants underlying the units issuable upon conversion was reduced to $0.10 per share; (iii) the maturity date was extended to January 31, 2028; (iv) accrued interest in the amount of $186,111 was added to the principal balance and accrued interest in the amount of $465,012 was forgiven (a loss on extinguishment of debt in the amount of $874,797 was charged to operations in connection with this transaction); (v) Put Rights (the “Put Rights”) were granted to the debenture holders granting each debenture holder the right to require the Company to redeem all or any part of the debenture in cash at a redemption price of 60% of face value (a loss on extinguishment of debt in the amount of $8,141,849 was charged to operations in connection with this transaction); (vi) interest accruing through February 28, 2025 will be added to the principal balance rather than paid to debenture holders; (v) debenture holders were granted an additional 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 Canaccord Debentures in cash at a redemption price equal to the aggregate principal amount of the Canaccord Debentures being so redeemed, (vi) a provision that the Company shall redeem on the last day of each calendar month beginning March 31, 2025 a portion of the outstanding Canaccord Debentures less the amount of interest paid on such date was added; and (vii) subject to the receipt of regulatory approvals, 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 Canaccord Debentures and to other holders of the Company’s debt, now or in the future, as the Company may elect was granted.

 

On January 4, 2024, debenture holders exercised Put Rights with regard to the Canaccord Debentures with a principal amount of $3,875,095, the Company made a cash payment to the debenture holders in the amount of $2,325,056 representing 60% of the principal amount of these debentures, and the principal amount of $1,550,039 representing 40% of the principal amount of these debentures was forgiven. The principal balance of the Canaccord Dentures subsequent to the January 4 Put Rights exercise was $1,544,231. Interest at the rate of 8.0% per annum on this amount will be capitalized monthly through February 28, 2025. Principal and interest payments in the amount of $28,522 will be due monthly beginning March 31, 2025 and continuing through December 31, 2027; on January 31, 2028 a balloon payment in the amount of $1,038,777 will be due. During the A gain on extinguishment of debt in the amount of $8,022,612 was recognized in connection with this transaction. The combined December 28 and January 4 transactions resulted in a a net loss on extinguishment of debt in the amount of $119,237 on the Canaccord Debentures during the three months ended February 29, 2024. during the three and nine months ended February 29, 2024, the Company accrued interest in the amounts of $55,684 and $265,839 on the Canaccord Debentures, , respectively. During the three months and nine months ended February 29, 2024, the Company made no interest payments on the Canaccord Debentures.

    1,564,889       5,253,873  

 

19

 

 

   

February 29, 2024

   

May 31, 2023

 
                 

November 2023 Convertible Debentures 

Four unsecured convertible debentures dated November 30, 2023 in the aggregate principal amount of $960,000 (the “November 2023 Convertible 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.

 

On December 6, 2023, the November 23 Debentures in the aggregate amount of $960,000 plus minimum interest in the aggregate amount of $144,000 were converted at a price of $0.0345 per share into 32,000,000 shares of common stock. A loss on settlement of debt in the aggregate amount of $206,400 was recorded on these transactions.

  $ -     $ -  
                 

January 2024 Convertible Debentures 

Four unsecured convertible debentures dated January 2, 2024 in the aggregate principal amount of $1,070,000 (the “January 2024 Convertible Debentures”). The January 2024 Debentures bear interest at the rate of 16% per annum beginning January 16, 2024 and are due on January 2, 2025. 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 $0.0333 per share; this conversion would result in the issuance of 32,132,135 shares of common stock. The conversion feature of the November 2023 Debentures had an intrinsic value in the amount of $221,712; this amount was recorded as a discount.

 

On January 15, 2024, the January 2024 Convertible Debentures in the aggregate amount of $1,070,000 were converted at a price of $0.0333 per share into 32,132,135 shares of common stock. A loss on settlement of debt in the aggregate amount of $221,712 was recorded on these transactions.

  $ -     $ -  
                 

Convertible Notes Payable

  $ 2,060,085     $ 5,804,319  

 

   

February 29, 2024

   

May 31, 2023

 

Total – Convertible Notes Payable, Current Portion

  $ 58,498     $ 2,952,160  

Total – Convertible Notes Payable, Long-term Portion

  $ 2,001,587     $ 2,852,159  

 

20

 

Note 16: Convertible Notes Payable Related Party

 

   

February 29, 2024

   

May 31, 2023

 

US Convertible Debenture 1 (Navy Capital Green C0-Invest Fund)

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.

 

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.

 

On December 29, 2023, the U.S. Convertible Debenture 1 was amended as follows: (i) the conversion price of the debentures was reduced to $0.07 per unit; (ii) the conversion price of warrants underlying the units issuable upon conversion was reduced to $0.10 per share; (iii) the maturity date was extended to January 31, 2028; (iv) accrued interest in the amount of $215,414 was added to the principal balance. A loss on extinguishment of debt in the amount of $3,499,184 was charged to operations in connection with this transaction. During the three and nine months ended February 29, 2024, the Company accrued interest in the amounts of $37,994 and $110,066 on the U.S. Convertible Debenture 2, respectively. During the three months and nine months ended February 29, 2024, the Company made interest payments in the amount of $26,783 on the U.S. Convertible Debenture 2.

  $ 1,979,979     $ 1,801,783  

 

   

February 29, 2024

   

May 31, 2023

 

Total – Convertible Notes Payable - Related Party, Current Portion

  $ 233,993     $ 900,891  

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

  $ 1,745,986     $ 900,892  

 

21

 

Note 17: Notes Payable

 

   

February 29, 2024

   

May 31, 2023

 

Debenture 1

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.

 

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.

 

On December 31, 2023, the Debenture 1 was amended as follows: The original issue discount in the amount of $187,000 was reduced to $37,500. A gain on extinguishment of debt in the amount of $110,772 was recognized in connection with this transaction, and a discount in the amount of $11,272 was recorded. During the three and nine months ended February 29, 2024, the Company accrued interest in the amount of $7,500 and $25,833, respectively, on the Debenture 1. During the three and nine months ended February 29, 2024, the Company amortized discounts in the amount of $5,352 and $35,653, respectively.

  $ 204,167     $ 250,000  
                 

Debenture 2

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.

 

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.

 

On December 31, 2023, the Debenture 2 was amended as follows: The original issue discount in the amount of $187,000 was reduced to $37,500. A gain on extinguishment of debt in the amount of $117,883 was recognized in connection with this transaction, and a discount in the amount of $12,577 was recorded. During the three and nine months ended February 29, 2024, the Company accrued interest in the amount of $2,344 and $12,084, respectively, on the Debenture 2. During the three and nine months ended February 29, 2024, the Company amortized discounts in the amount of $6,721 and $45,029, respectively.

    71,667       250,000  

 

22

 

   

February 29, 2024

   

May 31, 2023

 

Debenture 3

Debenture in the principal amount of $500,000 (the “Debenture 3”) dated December 21, 2021, which bears interest, payable quarterly commencing nine 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 nine months ended February 29, 2024, $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 nine months ended February 29, 2024, $29,886 and $59,772, respectively, of this original issue discount was charged to operations. During the three and nine months ended February 29, 2024, the Company accrued interest in the amounts of $17,917 and $36,667, respectively, on Debenture 3, respectively. During the three and nine months ended February 29, 2024, respectively, the Company made interest payments in the amounts of $30,417 and $49,167. During the three and nine months ended February 29, 2024, 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.

 

On December 31, 2023, the Debenture 3 was amended as follows: The original issue discount in the amount of $375,000 was reduced to $75,000. A gain on extinguishment of debt in the amount of $219,528 was recognized in connection with this transaction, and a discount in the amount of $24,284 was recorded. During the three and nine months ended February 29, 2024, the Company accrued interest in the amount of $10,417 and $47,084, respectively, on the Debenture 3. During the three and nine months ended February 29, 2024, the Company amortized discounts in the amount of $11,127 and $73,981, respectively.

 

On February 22, 2024, the Company settled the amounts due under Debentures 3, 4, and 5 for a cash payment in the aggregate amount of $1,250,000 and the return of 13,174,402 shares of the Company’s common stock and the cancellation of 454,548 common stock warrants. A gain in the aggregate amount of $596,949 was recognized on this transaction. See note 19.

    -       500,000  
                 

Debenture 4

Debenture in the principal amount of $500,000 (the “Debenture 4”) dated January 4, 2022, which bears interest, payable quarterly commencing nine 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 nine months ended February 29, 2024, $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 nine months ended February 29, 2024, $30,882 and $61,764, respectively, of this original issue discount was charged to operations. During the three and nine months ended February 29, 2024, the Company accrued interest in the amounts of $17,917 and $36,667, respectively, on Debenture 4. During the three months ended February 29, 2024, the Company made interest payments in the amounts of $30,417 and $49,167, respectively. During the three and nine months ended February 29, 2024, 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.

 

On December 31, 2023, the Debenture 4 was amended as follows: The original issue discount in the amount of $375,000 was reduced to $75,000. A gain on extinguishment of debt in the amount of $216,634 was recognized in connection with this transaction, and a discount in the amount of $24,284 was recorded. During the three and nine months ended February 29, 2024, the Company accrued interest in the amount of $10,417 and $47,084, respectively, on the Debenture 4. During the three and nine months ended February 29, 2024, the Company amortized discounts in the amount of $11,416 and $76,006, respectively. 

 

On February 22, 2024, the Company settled the amounts due under Debentures 3, 4, and 5 for a cash payment in the aggregate amount of $1,250,000 and the return of 13,174,402 shares of the Company’s common stock and the cancellation of 454,548 common stock warrants. A gain on settlement of debt in the aggregate amount of $596,949 was recognized on this transaction. See note 19.

    -       500,000  
23

   

February 29, 2024

   

May 31, 2023

 
                 

Debenture 5

Debenture in the principal amount of $500,000 (the “Debenture 5”) dated January 4, 2022, which bears interest, payable quarterly commencing nine 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 nine months ended February 29, 2024, $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 nine months ended February 29, 2024, $30,882 and $61,764, respectively, of this original issue discount was charged to operations. During the three and nine months ended February 29, 2024, the Company accrued interest in the amounts of $17,917 and $36,667, respectively, on Debenture 5. During the three and nine months ended February 29, 2024, the Company made interest payments in the amounts of $30,417 and $49,167, respectively. During the three and nine months ended February 29, 2024, 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.

 

On December 31, 2023, the Debenture 5 was amended as follows: The original issue discount in the amount of $375,000 was reduced to $75,000. A gain on extinguishment of debt in the amount of $216,634 was recognized in connection with this transaction, and a discount in the amount of $24,284 was recorded. During the three and nine months ended February 29, 2024, the Company accrued interest in the amount of $10,417 and $47,084, respectively, on the Debenture 5. During the three and nine months ended February 29, 2024, the Company amortized discounts in the amount of $11,416 and $76,006, respectively.

 

On February 22, 2024, the Company settled the amounts due under Debentures 3, 4, and 5 for a cash payment in the aggregate amount of $1,250,000 and the return of 13,174,402 shares of the Company’s common stock and the cancellation of 454,548 common stock warrants. A gain on settlement of debt in the aggregate amount of $596,949 was recognized on this transaction. See note 19.

    -       500,000  
                 

Debenture 6

Debenture in the principal amount of $500,000 (the “Debenture 6”) dated January 4, 2022, which bears interest, payable quarterly commencing nine 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 nine months ended February 29, 2024, $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 nine months ended February 29, 2024, $30,882 and $61,764, respectively, of this original issue discount was charged to operations. During the three and nine months ended February 29, 2024, the Company accrued interest in the amounts of $17,917 and $49,167, respectively, on Debenture 6. During the three and nine months ended February 29, 2024, the Company made interest payments in the amounts of $30,417 and $49,167, respectively. During the three and nine months ended February 29, 2024, 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.

 

On December 31, 2023, the Debenture 6 was amended as follows: The original issue discount in the amount of $375,000 was reduced to $75,000. A gain on extinguishment of debt in the amount of $206,856 was recognized in connection with this transaction, and a discount in the amount of $14,270 was recorded. During the three and nine months ended February 29, 2024, the Company accrued interest in the amount of $15,479 and $52,146, respectively, on the Debenture 6. During the three and nine months ended February 29, 2024, the Company amortized discounts in the amount of $11,208 and $76,000, respectively.

    485,063       500,000  
                 

Debenture 7

Debenture in the principal amount of $475,000 (the “Debenture 7”) dated January 2, 2024, which bears interest at a rate of 12% per annum. Principal and interest payments are due monthly for 36 months in the amount $15,917 beginning February 29, 2024. During the three and nine months ended February 29, 2024, the Company made principal and interest payments on the Debenture 7 in the amount of $6,892 and $9,025, respectively.

    468,108       -  
                 

Debenture 8

Debenture in the principal amount of $465,000 (the “Debenture 8”) dated January 2, 2024, which bears interest a rate of 12% per annum. Principal and interest payments are due monthly for 36 months in the amount $15,582 beginning February 29, 2024. During the three and nine months ended February 29, 2024, the Company made principal and interest payments on the Debenture 8 in the amount of $6,747 and $8,835, respectively.

    458,253       -  
                 

Debenture 9

Debenture in the principal amount of $450,000 (the “Debenture 9”) dated February 22, 2024, which bears interest a rate of 12% per annum. Principal and interest payments are due monthly for 24 months in the amount $21,239 beginning March 31, 2024. During the three and nine months ended February 29, 2024, the Company made no principal and interest payments on the Debenture 9.

    450,000       -  
                 

Debenture 10

Debenture in the principal amount of $300,000 (the “Debenture 10”) dated February 22, 2024, which bears interest a rate of 12% per annum. Principal and interest payments are due monthly for 24 months in the amount $14,159 beginning March 31, 2024. During the three and nine months ended February 29, 2024, the Company made no principal and interest payments on the Debenture 10.

    300,000       -  
                 

Debenture 11

Debenture in the principal amount of $350,000 (the “Debenture 11”) dated February 22, 2024, which bears interest a rate of 12% per annum. Principal and interest payments are due monthly for 24 months in the amount $16,519 beginning March 31, 2024. During the three and nine months ended February 29, 2024, the Company made no principal and interest payments on the Debenture 11.

    350,000       -  
                 
Debenture 12                

Debenture in the principal amount of $250,000 (the “Debenture 12”) dated February 22, 2024, which bears interest a rate of 12% per annum. Principal and interest payments are due monthly for 24 months in the amount $11,799 beginning March 31, 2024. During the three and nine months ended February 29, 2024, the Company made no principal and interest payments on the Debenture 12.

    250,000       -  
                 

Total

    3,037,257       2,500,000  

Original Issue Discount

    -       1,875,000  

Notes Payable, Gross

    3,037,257       4,375,000  

Less: Discount

    (37,071 )     (902,339 )

Notes Payable, Net of Discount

    3,000,186       3,472,661  

 

24

 

   

February 29, 2024

   

May 31, 2023

 

Total – Notes Payable, Net of Discounts, Current Portion

  $ 1,190,703     $ 1,439,584  

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

  $ 1,809,483     $ 2,033,077  

 

During the three months ended February 29, 2024 and February 28, 2023, the Company amortized discounts to interest expense in the amount of $162,718 and $194,774, respectively. During the three and nine months ended February 29, 2024 and February 28, 2023, the Company amortized discounts to interest expense in the amount of $57,240 and $382,676, respectively.

 

Aggregate maturities of notes payable and convertible notes payable, and convertible notes payable – related parties as of February 29, 2024 are as follows (not including unamortized debt discounts in the amount of $37,071):

 

For the twelve months ended February 28,

 

2025

  $ 1,483,194  

2026

    1,451,550  

2027

    965,088  

2028

    3,177,489  

2029

    -  

Thereafter

    -  

Total

  $ 7,077,321  

 

Note 18: Lease Liabilities - Financing Leases

 

   

February 29, 2024

   

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 February 29, 2024, the Company made principal and interest payments on this lease obligation in the amounts of $21,413 and $9,106, respectively. During the nine months ended February 29, 2024, the Company made principal and interest payments on this lease obligation in the amounts of $61,790 and $29,766, respectively.

  $ 215,390     $ 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 February 29, 2024, the Company made principal and interest payments on this lease obligation in the amounts of $847 and $203, respectively. During the nine months ended February 29, 2024, the Company made principal and interest payments on this lease obligation in the amounts of $2,400 and $672, respectively.

  $ 7,587       9,987  
                 

Total

  $ 222,977     $ 287,167  
                 

Current portion

  $ 98,210     $ 86,887  

Long-term maturities

    124,767       200,280  

Total

  $ 222,977     $ 287,167  

 

Aggregate maturities of lease liabilities – financing leases as of February 29, 2024 are as follows:

 

For the period ended February 28,

 

2025

  $ 98,210  

2026

    124,767  

2027

    -  

2028

    -  

2029

    -  

Thereafter

    -  

Total

  $ 222,977  

 

25

 

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 February 29, 2024, the Company’s authorized capital stock consists of 345,000,000 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 nine months ended February 29, 2024

 

On December 6, 2023, 32,000,000 shares of common stock were issued at a price of $0.0345 per share in connection with the conversion of four convertible notes payable in the aggregate principal amount of $960,000 and interest in the amount of $144,000. No gain or loss was recorded on this transaction as the shares were issued according to the terms of the convertible notes.

 

On January 15, 2024, 32,132,135 shares of common stock were issued at a price of $0.0333 per share in connection with the conversion of four convertible notes payable in the aggregate principal amount of $1,070,000 . No gain or loss was recorded on this transaction as the shares were issued according to the terms of the convertible notes.

 

On January 30, 2024, the Board of Directors approved the issuance of 1,000,000 shares of common stock at a price of $0.0388 per share to the Company’s CEO pursuant to his employment agreement.

 

On February 22, 2023, the Company settled the amounts due under Debentures 3, 4, and 5 for a cash payment in the aggregate amount of $1,250,000 and the return of 13,174,402 shares of the Company’s common stock and the cancellation of 454,548 common stock warrants. At February 29, 2024, these shares have not been received for cancellation and are recorded as common stock receivable on the Company’s balance sheet. See note 17.

 

Common stock transactions for the nine months ended February 28, 2023

 

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.

 

26

 

The following table summarizes the significant terms of warrants outstanding at February 29, 2024. 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

 
                                             
$ 0.40-0.4125       20,726,901       1.55     $ 0.40       20,726,901     $ 0.40  
          20,726,901       1.55     $ 0.40       20,726,901     $ 0.40  

 

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     $ 0.49  

Granted

    20,232,775     $ 0.40  

Exercised

    -     $ -  

Cancelled / Expired

    (781,250 )   $ 0.60  

Warrants outstanding at May 31, 2023

    21,181,449     $ 0.40  

Granted

    -     $ -  

Exercised

    -     $ -  

Cancelled / Expired

    (454,548 )   $ 0.41  

Warrants outstanding at February 29, 2024

    20,726,901     $ 0.40  

 

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.

 

Stock Options

 

Stock options for the nine months ended February 29, 2024

 

On February 2, 2024, the Company issued stock options as follows:

 

 

Options to purchase 6,000,000 shares of the Company’s common stock at a price of $0.039 per share were issued to the Company’s CEO.  These options have a term of 10 years and vest monthly over 36 months;

 

 

Options to purchase 750,000 shares of the Company’s common stock at a price of $0.039 per share were issued to the Company’s Vice President of Finance. These options have a term of 10 years and vest monthly over 36 months;

 

 

Options to purchase 750,000 shares of the Company’s common stock at a price of $0.039 per share were issued to the Company’s CAO.  These options have a term of 10 years and vest monthly over 36 months;

 

 

Options to purchase 500,000 shares of the Company’s common stock at a price of $0.039 per share were issued to the Company’s COO Officer. .  These options have a term of 10 years and vest monthly over 24 months;

 

 

Options to purchase 250,000 shares of the Company’s common stock at a price of $0.039 per share were issued to the Company’s Chief Scientific Officer.  These options have a term of 10 years and vest monthly over 24 months;

 

The options were priced at the closing price of the Company’s common stock on the date of the grant.

 

27

 

The following table summarizes the significant terms of options outstanding at February 29, 2024.

 

Range of

exercise

Prices

   

Number of

options

Outstanding

   

Weighted

average

remaining

contractual

life (years)

   

Weighted

average

exercise

price of

outstanding

Options

   

Number of

Options

Exercisable

   

Weighted

average

exercise

price of

exercisable

Option

 
                                             
$ 0.039       8,250,000       9.93     $ 0.039       343,750     $ 0.039  

 

Transactions involving options are summarized as follows.

 

   

Number of

Shares

   

Weighted Average

Exercise Price

 

Options outstanding at May 31, 2023

    -     $ -  

Granted

    8,250,000     $ 0.039  

Exercised

    -     $ -  

Cancelled / Expired

    -     $ -  

Options outstanding at February 29, 2024

    8,250,000     $ 0.039  

 

Stock options for the nine months ended February 29, 2023

 

None.

 

The Company valued options using the Black-Scholes valuation model utilizing the following variables:

 

   

February 29,

 
   

2024

 

Volatility

    269.44 %

Dividends

  $ -  

Risk-free interest rates

    3.8 %

Expected term (years)

    5.00  

 

During the three and month months ended February 29, 2024, the Company charged $6,439 to stock based compensation expense, in connection with the vesting of stock options. There were no comparables charges during the three and nine months ended February 28, 2023. 

 

The aggregate intrinsic value of options outstanding and exercisable at February 29, 2024 and February 28, 2023 was $3,678 and $0, respectively. Aggregate intrinsic value represents the difference between the fair value of the Company’s stock on the last day of the fiscal period, which was $0.0495 as of February 29, 2024, and the exercise price multiplied by the number of options outstanding and exercisable.

 

Note 20: Related Party Transactions

 

As of February 29, 2024 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 nine months ended February 29, 2024, 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 nine months ended February 29, 2024, 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 six months ended February 29, 2024.

 

During the nine months ended February 29, 2024, the Company accrued interest in the amount of $110,066 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. This note was also amended as follows: (i) the conversion price of the debentures was reduced to $0.07 per unit; (ii) the conversion price of warrants underlying the units issuable upon conversion was reduced to $0.10 per share; (iii) the maturity date was extended to January 31, 2028; (iv) accrued interest in the amount of $215,414 was added to the principal balance. A loss on extinguishment of debt in the amount of $3,499,184 was charged to operations in connection with this transaction. See note 16. At February 29, 2024, the principal balance of the convertible note payable to Navy Capital Green Co-Invest Fund, LLC, was $1,979,979.

 

28

 

Note 21: Income Taxes

 

The following table summarizes the Company’s income tax accrued for the three and six and months ended February 29, 2024 and February 28, 2023:

 

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 February 29,

 
   

2024

   

2023

 

Revenue

  $ 4,926,457     $ 5,437,302  

Directly attributable costs

    (2,799,498 )     (2,798,959 )

Deferred

    2,126,959       2,458,343  

Tax rate

    21 %     21 %

Tax expense

  $ 446,662     $ 516,252  

 

   

Nine months Ended February 29,

 
   

2024

   

2023

 

Revenue

  $ 15,238,198     $ 17,556,406  

Directly attributable costs

    (8,665,694 )     (10,165,796 )

Deferred

    6,572,504       7,390,610  

Tax rate

    21 %     21 %

Tax expense

  $ 1,380,226     $ 1,552,028  

 

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 February 29, 2024.

 

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.

 

29

 

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 February 29, 2024, 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 February 29, 2024, 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 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.

 

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. The $50,000 security deposit was forfeited to the Landlord and the Landlord has made no additional demands for payment or attempts at collection since August of 2017. These expenses, which are a liability of the Company’s Colorado subsidiary, have been accrued on the balance sheet as of February 29, 2024.

 

Note 23: Subsequent Events

 

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

 

30

 

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.

 

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 February 29, 2024 and February 28, 2023

 

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

 

   

Three Months

Ended

   

Three Months

Ended

 
   

February 29, 2024

   

February 28, 2023

 

Revenue

    100 %     100 %

Cost of Goods Sold

    57 %     57 %

Gross Margin

    43 %     43 %

Selling, General, and Administrative Expenses

    52 %     40 %

Loss on Extinguishment of Debt

    66 %     - %

Interest expense

    5 %     12 %

Provision for Income Tax

    9 %     9 %

 

31

 

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

 

   

Three Months

Ended

   

Three Months

Ended

 
   

February 29, 2024

   

February 28, 2023

 

Number of Customers Served (Dispensary)

    64,368       77,859  

Revenue

  $ 4,926,457     $ 5,437,302  

Gross Profit

  $ 2,126,959     $ 2,309,244  

Selling, General, and Administrative Expenses

  $ 2,565,239     $ 2,151,465  

 

Revenues

 

We had revenue of $4,926,457 during the three months ended February 29, 2024, a decrease of $510,845, or 9%, compared to revenue of $5,437,302 during the three months ended February 28, 2023. Our cannabis dispensary accounted for $2,987,224, or 61%, of our revenue for the three months ended February 29, 2024, a decrease of $542,037, or 15%, compared to $3,529,261 during the three months ended February 28, 2023. Dispensary revenue decreased during the third quarter of fiscal year 2024 because our average sales per day decreased from $39,214 during the third quarter of fiscal year 2023 to $32,827 during the third quarter of fiscal year 2024. Our cannabis production accounted for $1,939,233, or 39%, of our revenue for the three months ended February 29, 2024, an increase of $31,192 or 1%, compared to $1,908,041 for the three months ended February 28, 2023. Production revenues for the second quarter of fiscal year 2024 were essentially unchanged from the prior year.

 

Cost of Goods Sold

 

Our cost of goods sold for the three months ended February 29, 2024 was $2,799,498, a decrease of $72,059, or 3%, compared to cost of goods sold of $2,871,557 for the three months ended February 28, 2023. The decrease in cost of goods sold for the three months ended February 29, 2024 was primarily due to a decrease in sales. Cost of goods sold was 56.8% of sales during the three months ended February 29, 2024 resulting in a gross margin of 43.2%. Cost of goods sold was 52.8% of sales during the three months ended February 28, 2023 resulting in a gross margin of 47.2%. Cost of goods sold during the third quarter of the 2024 fiscal year primarily consisted of product cost of $2,210,390, labor, overhead, and fees of $475,961, and supplies and materials of $113,147. Cost of goods sold during the third quarter of the 2023 fiscal year primarily consisted of product cost of $2,102,515, labor, overhead, and fees of $637,236, and supplies and materials of $131,806.

 

Selling, General and Administrative Expenses

 

Selling, general and administrative expenses, or SG&A, increased by $157,273, or approximately 7%, to $2,565,239 during the three months ended February 29, 2024, compared to $2,407,966 for the three months ended February 28, 2023. The increase in SG&A expenses for the three months ended February 29, 2024 was primarily due to professional fees incurred in connection with the Company’s refinancings.

 

SG&A expense during the three months ended February 29, 2024 was primarily attributable to an aggregate of $1,917,540 in costs associated with operating the Oasis LLCs, a decrease of $18,039 compared to $1,935,579 during the three months ended February 28, 2023. The major components of the decrease were as follows: payroll and related costs of $1,181,169 compared to $1,412,706; lease, facilities and office costs of $490,314 compared to $576,493; and insurance costs of $68,821 compared to $82,299. These reductions were the result of our cost cutting efforts. The decrease in SG&A expense for the third quarter was partially offset by an increase in taxes, licenses, and the absorption of costs into cost of goods sold and inventory in the amount of $366,685.

 

Finally, SG&A increased by $173,106 during the three months ended February 29, 2024 as a result of an increase in the expenses associated with the ongoing implementation of other aspects of our business plan and our general corporate overhead to $645,493 from $472,387 during the three months ended February 28, 2023. The major components of this increase compared to the third quarter of fiscal 2023 were increases in legal and professional fees of $119,699, non-cash compensation of $45,239, and payroll and related costs of $20,022,

 

Interest Expense, Net

 

Our interest expense was $247,961 for the three months ended February 29, 2024, a decrease of $400,996, or 62%, compared to $648,957 for the nine months ended February 28, 2023. The decrease consisted primarily of a decrease in the amount of $178,365 in connection with the payment of principal due on our short-term financing arrangements, and a decrease of $72,962 due primarily to the settlement of convertible debentures in the amount of $3,875,095 on December 29, 2023. Interest expense also decreased by $146,470 due to a decrease in the amortization of discounts on our notes payable.

 

32

 

Loss on Extinguishment of Debt

 

During the three months ended February 29, 2024, we restructured and / or redeemed certain of our convertible debentures, as follows: (A) The terms of certain convertible debenture were restructured, including (i) the conversion price of the debentures was reduced to $0.07 per unit; (ii) the conversion price of warrants underlying the units issuable upon conversion was reduced to $0.10 per share; (iii) the maturity date was extended to January 31, 2028. This restructuring included the redemption of convertible debentures in the principal amount of $3,875,095 at a discount of 40% for a cash payment in the amount of $2,325,036. These transactions resulted in a net loss on extinguishment of debt in the amount of $4,493,218 due to the increase in the calculated value of the conversion features and warrants of the remaining debentures at the reduced exercise prices. We also restructured the principal amounts and due dates of six additional debentures with an aggregate principal amount of $3,897,916 resulting in a gain on extinguishment of debt in the amount of $1,088,308.  There were no comparable transactions in the previous period.

 

Gain on Settlement of Debt

 

During the three months ended February 29, 2024, we redeemed certain other debentures and convertible debentures as follows:  (A) We redeemed three  debentures with an aggregate principal amount of $1,325,000 along with 13,174,402 shares of our common stock and warrants to purchase 454,548 shares of common stock for a cash payment in the amount of $1,250,000; we recognized a gain on extinguishment of debt in the amount of $596,949 in connection with this transaction. (B) We also converted eight debentures with an aggregate principal amount of  $2,030,000 into a total of 64,132,135 shares of common stock.  A loss on settlement of debt in the aggregate amount of $428,112 was recorded on these transactions.   There were no comparable transactions in the previous period.

 

Gain on Equity Investment

 

During the three months ended February 2, 2023, we had a loss income on equity investment in the amount of $22,476 in connection with our interest in the Quinn River Joint Venture; there was no comparable transaction in the current period.

 

Provision for Income Taxes

 

We recorded a provision for income taxes in the amount of $446,662 during the three months ended February 29, 2024 compared to $516,252 during the three months ended February 28, 2023. Although we have net operating losses that we believe are available to us to offset this entire tax liability, which arises under Section 280E of the Code because we are a cannabis company, as a conservative measure, we have accrued this liability.

 

Net Loss

 

For the reasons above, our net loss for the three months ended February 29, 2024 was $4,368,976 compared to a net loss of $1,029,606 for the three months ended February 28, 2023, a decrease of $3,339,070, or 324%.

 

Non-Controlling Interest

 

During the three months ended February 29, 2024 and February 28, 2023, the income (loss) associated with the non-controlling interest in Kealii Okamalu was ($168) and $130,391, respectively. This amount is comprised of the third-party portion of the operating loss of the Quinn River Joint Venture and our loss on equity investment.

 

Net Loss Attributable to CLS Holdings USA, Inc.

 

Our net loss attributable to CLS Holdings USA, Inc. for the three months ended February 29, 2024 was $4,369,144 compared to a net loss of $899,515 for the three months ended February 28, 2023, a decrease of $3,469,629 or 386%.

 

33

 

Non-GAAP Measures

 

EBITDA and Adjusted EBITDA are non-GAAP financial performance measures and should not be considered as alternatives to net income(loss) or any other measure derived in accordance with GAAP. These non-GAAP measure have limitations as analytical tools and should not be considered in isolation or as substitutes for analysis of our financial results as reported in accordance with GAAP. Because not all companies use identical calculations, these presentations may not be comparable to other similarly titled measures of other companies. As required by the rules of the SEC, we provide below a reconciliation of these non-GAAP financial measures contained herein to the most directly comparable measure under GAAP. Management believes that EBITDA provides relevant and useful information, which is widely used by analysts, investors and competitors in our industry as well as by our management. Management also believes that adjusting EBITDA for the effects of non-recurring transactions may provide insight into the nature of the core business. By providing these non-GAAP profitability measure, management intends to provide investors with a meaningful, consistent comparison of our profitability measures for the periods presented.

 

   

Three Months Ended

February 29, 2024

   

Three Months Ended

February 28, 2023

 

Net Loss attributable to CLS Holdings, Inc.

  $ (4,369,144 )   $ (899,515 )

Add:

               

Interest expense, net

    247,961       648,957  

Provision for taxes

    446,662       516,691  

Depreciation and amortization

    165,383       238,921  

EBITDA (1)

  $ (3,509,138 )   $ (504,615 )

Less non-recurring gains and losses:

               

Loss on extinguishment of debt

  $ 3,236,073     $ -  

Gain on equity investment

    -       22,476  

Adjusted EBITDA (2)

  $ (273,065 )   $ 527,091  

 

 

(1)

Net loss plus interest, taxes, depreciation, and amortization.

 

(2)

EBITDA adjusted for non-recurring gains, losses, and impairments.

 

Results of Operations for the Nine months Ended February 29, 2024 and February 28, 2023

 

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

 

   

Nine months

Ended

   

Nine months

Ended

 
   

February 29, 2024

   

February 28, 2023

 

Revenue

    100 %     100 %

Cost of Goods Sold

    57 %     52 %

Gross Margin

    43 %     48 %

Selling, General, and Administrative Expenses

    52 %     51 %

Employee Retention Tax Credit

    6 )%     - %

Gain on Settlement of Notes Receivable

    - %     (2 )%

Loss on Extinguishment of Debt

    21 %     38 %

Interest expense

    7 %     11 %

Provision for Income Tax

    9 %     9 %

 

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

 

   

Nine months

Ended

   

Nine months

Ended

 
   

February 29, 2024

   

February 28, 2023

 

Number of Customers Served (Dispensary)

    204,520       244,547  

Revenue

  $ 15,238,198     $ 17,556,406  

Gross Profit

  $ 6,572,504     $ 8,391,492  

Selling, General, and Administrative Expenses

  $ 7,902,057     $ 8,896,933  

 

34

 

Revenues

 

We had revenue of $15,238,198 during the nine months ended February 29, 2024, a decrease of $2,318,208, or 13%, compared to revenue of $17,556,406 during the nine months ended February 28, 2023. Our cannabis dispensary accounted for $9,399,830, or 62%, of our revenue for the nine months ended February 29, 2024, a decrease of $1,810,792, or 16%, compared to $11,210,622 during the nine months ended February 28, 2023. Dispensary revenue decreased during the third quarter of fiscal year 2024 because our average sales per day decreased from $41,065 during the nine months ended February 28, 2023 to $34,306 during the current period. Our cannabis production accounted for $5,838,368, or 38%, of our revenue for the nine months ended February 29, 2024, a decrease of $507,416 or 8%, compared to $6,345,784 for the nine months ended February 28, 2023. The decrease in production revenues for the nine months ended February 29, 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 nine months ended February 29, 2024 was $8,665,694, a decrease of $499,220, or 5%, compared to cost of goods sold of $9,164,914 for the nine months ended February 28, 2023. The decrease in cost of goods sold for the nine months ended February 29, 2024 was primarily due to a decrease in sales. Cost of goods sold was 56.9% of sales during the nine months ended February 29, 2024 resulting in a gross margin of 43.1%. Cost of goods sold was 52.2% of sales during the nine months ended February 28, 2023 resulting in a gross margin of 47.8%. Cost of goods sold during the third quarter of the 2024 fiscal year primarily consisted of product cost of $7,088,792, labor, overhead, and fees of $1,241,292, and supplies and materials of $355,610. Cost of goods sold during the third quarter of the 2023 fiscal year primarily consisted of product cost of $7,436,279, labor, overhead, and fees of $1,312,992, and supplies and materials of $415,643.

 

Selling, General and Administrative Expenses

 

Selling, general and administrative expenses, or SG&A, decreased by $994,876, or approximately 11%, to $7,902,057 during the nine months ended February 29, 2024, compared to $8,896,933 for the nine months ended February 28, 2023. The decrease in SG&A expenses for the nine months ended February 29, 2024 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 nine months ended February 29, 2024 was primarily attributable to an aggregate of $6,328,537 in costs associated with operating the Oasis LLCs, a decrease of $876,937 compared to $7,205,474 during the nine months ended February 28, 2023. The major components of the decrease were as follows: payroll and related costs of $4,237,052 compared to $3,523,653; lease, facilities, and office costs of $1,565,653 compared to $1,948,396; sales and marketing costs of $355,011 compared to $506,304; and depreciation and amortization of $337,830 compared to $491,354. The reductions in costs were primarily the result of our cost cutting efforts. The decrease in SG&A expense for the third quarter was partially offset by an increase in taxes, licenses, and the amount of overhead absorbed by cost of goods sold and inventory of $465,208.

 

Finally, SG&A decreased by $117,939 during the nine months ended February 29, 2024 as a result of a decrease in the expenses associated with the ongoing implementation of other aspects of our business plan and our general corporate overhead to $1,573,521 from $1,691,460 during the nine months ended February 28, 2023. The major components of this decrease compared to the third quarter of fiscal 2023 was a decrease in professional fees to $886,123 during the current period from $1,084,082 during the comparable period of the prior year. This decrease was partially offset by an increase in payroll and related costs to $393,222 during the nine months ended February 29, 2024 compared to $262,432 during the comparable period of the prior year.

 

Interest Expense, Net

 

Our interest expense was $1,116,274 for the nine months ended February 29, 2024, a decrease of $908,258, or 45%, compared to $2,024,532 for the nine months ended February 28, 2023. The decrease in interest expense consisted of a decrease in the amount of $396,665 primarily associated with the conversion of our convertible debentures in the amount of $11,343,619 on September 15, 2022 and redemption of $3,875,095 of principal on December 29, 2023, and a decrease in the amount of $297,774 in connection with the payment of principal due on our short-term financing arrangements. Interest expense also decreased by $204,581 due to a decrease in the amortization of discounts on our notes payable.

 

35

 

Employee Retention Tax Credit

 

During the nine months ended February 29, 2024, the Company received the amount of $924,862 Under the provisions of the extension of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). This amount was recorded as other income. There was no comparable transaction in the prior period.

 

Loss on Extinguishment of Debt

 

During the three months ended February 29, 2024, we restructured and / or redeemed certain of our convertible debentures, as follows: (A) The terms of certain convertible debenture were restructured, including (i) the conversion price of the debentures was reduced to $0.07 per unit; (ii) the conversion price of warrants underlying the units issuable upon conversion was reduced to $0.10 per share; (iii) the maturity date was extended to January 31, 2028. This restructuring included the redemption of convertible debentures in the principal amount of $3,875,095 at a discount of 40% for a cash payment in the amount of $2,325,036. These transactions resulted in a net loss on extinguishment of debt in the amount of $4,493,218 due to the increase in the calculated value of the conversion features and warrants of the remaining debentures at the reduced exercise prices. We also restructured the principal amounts and due dates of six additional debentures with an aggregate principal amount of $3,897,916 resulting in a gain on extinguishment of debt in the amount of $1,088,308.  There were no comparable transactions in the previous period.

 

During the nine months ended February 28, 2023, certain of our convertible debentures were amended to (i) permit mandatory conversion of $11,343,619 in principal plus $189,061 in accrued interest into units at a reduced rate of $0.285 per unit; (ii) decrease the conversion price of the remaining debentures to $0.40 per unit; (iii) reduce the mandatory conversion VWAP provision from $2.40 to $0.80; and (iv) change the maturity date so that half of the remaining balance matures on December 31, 2023 and the remaining on December 31, 2024. We recognized a loss on the amendment of the debt in the amount of $6,659,359.

 

There was no comparable transaction in the current period.

 

Loss on Equity Investment

 

During the nine months ended February 28, 2023, we had a loss on equity investment in the amount of $154,111 in connection with our interest in the Quinn River Joint Venture; there was no comparable transaction in the current period.

 

Gain on Settlement of Debt

 

During the three months ended February 29, 2024, we redeemed certain other debentures and convertible debentures as follows:  (A) We redeemed three  debentures with an aggregate principal amount of $1,325,000 along with 13,174,402 shares of our common stock and warrants to purchase 454,548 shares of common stock for a cash payment in the amount of $1,250,000; we recognized a gain on extinguishment of debt in the amount of $596,949 in connection with this transaction. (B) We also converted eight debentures with an aggregate principal amount of  $2,030,000 into a total of 64,132,135 shares of common stock.  A loss on settlement of debt in the aggregate amount of $428,112 was recorded on these transactions.   There were no comparable transactions in the previous period.

 

During the nine months ended February 28, 2023, our U.S. Convertible Debenture 4 in the amount $599,101 in principal and accrued interest in the amount of $3,283, went into default. We entered into a forbearance agreement with the lender, whereby we would pay the amount of $600,000 in installments beginning in November of 2022 through August of 2023. All payments under the Forbearance Agreement were made by the Company. As a result of this agreement, we recognized a gain on the settlement of debt in the amount of $2,384. There was no comparable transaction in the current period.

 

Gain on Settlement of Accounts Payable

 

During the nine months ended February 29, 2024, we settled an outstanding vendor account in the amount of $8,375 for a cash payment of $4,000 representing a gain in the amount of $4,375. There was no comparable transaction in the prior period.

 

Gain on Settlement of Note Receivable

 

During the nine months ended February 28, 2023, we recorded a gain on the settlement of the IGH Settlement Note in the amount of $348,165; there was no comparable transaction in the current period. This gain on the settlement arose after IGH notified us on February 27, 2021, that it did not plan to make further payments in accordance with the terms of the IGH Note on the theory that the Break-Up Fee excused such additional payments. We vehemently disagreed and litigation ensued. On June 14, 2021, the parties to the IGH lawsuit entered into a confidential settlement agreement to resolve the action and executed the $3,000,000 IGH Settlement Note. Pursuant to the IGH Settlement Note, IGH paid us $1,000,000 on or before July 21, 2021. The remaining $2,000,000 and accrued interest was paid in 12 equal monthly installments, and the final installment was paid in July 2022.

 

36

 

Provision for Income Taxes

 

We recorded a provision for income taxes in the amount of $1,380,226 during the nine months ended February 29, 2024 compared to $1,552,028 during the nine months ended February 28, 2023. Although we have net operating losses that we believe are available to us to offset this entire tax liability, which arises under Section 280E of the Code, because we are a cannabis company, as a conservative measure, we have accrued this liability.

 

Net Loss

 

For the reasons above, our net loss for the nine months ended February 29, 2024 was $6,132,889 compared to a net loss of $10,5667,398 for the nine months ended February 28, 2023, a decrease of $4,434,509, or 42%.

 

Non-Controlling Interest

 

During the nine months ended February 29, 2024 and February 28, 2023, the income (loss) associated with the non-controlling interest in Kealii Okamalu was ($2,368) and $303,451, respectively. This amount is comprised of the third-party portion of the operating loss of the Quinn River Joint Venture and our loss on equity investment.

 

Net Loss Attributable to CLS Holdings USA, Inc.

 

Our net loss attributable to CLS Holdings USA, Inc. for the nine months ended February 29, 2024 was $6,135,257 compared to a net loss of $10,263,947 for the nine months ended February 28, 2023, a decrease of $4,128,690 or 40%.

 

Non-GAAP Measures

 

EBITDA and Adjusted EBITDA are non-GAAP financial performance measures and should not be considered as alternatives to net income(loss) or any other measure derived in accordance with GAAP. These non-GAAP measure have limitations as analytical tools and should not be considered in isolation or as substitutes for analysis of our financial results as reported in accordance with GAAP. Because not all companies use identical calculations, these presentations may not be comparable to other similarly titled measures of other companies. As required by the rules of the SEC, we provide below a reconciliation of these non-GAAP financial measures contained herein to the most directly comparable measure under GAAP. Management believes that EBITDA provides relevant and useful information, which is widely used by analysts, investors and competitors in our industry as well as by our management. Management also believes that adjusting EBITDA for the effects of non-recurring transactions may provide insight into the nature of the core business. By providing these non-GAAP profitability measure, management intends to provide investors with a meaningful, consistent comparison of our profitability measures for the periods presented.

 

   

Nine months Ended

February 29, 2024

   

Nine months Ended

February 28, 2023

 

Net Loss attributable to CLS Holdings, Inc.

  $ (6,168,257 )   $ (9,364,432 )

Add:

               

Interest expense, net

    1,116,274       1,375,575  

Provision for taxes

    1,380,226       1,035,776  

Depreciation and amortization

    498,131       477,193  

EBITDA (1)

  $ (3,410,626 )   $ (6,475,888 )

Less non-recurring gains and losses:

               

Gain on settlement of accounts payable

  $ (4,375 )   $ -  

Gain on settlement of debt

    -       (2,384 )

Gain on settlement of notes receivable

    -       (348,165 )

Employee retention tax credit

    (924,862 )     -  

Loss on extinguishment of debt

    3,236,073       6,659,359  

Loss on equity investment

    -       176,587  

Adjusted EBITDA (2)

  $ (833,790 )   $ 514,124  

 

 

(1)

Net loss plus interest, taxes, depreciation, and amortization.

 

(2)

EBITDA adjusted for non-recurring gains, losses, and impairments.

 

37

 

Liquidity and Capital Resources

 

The following table summarizes our total current assets, liabilities and working capital at February 29, 2024 and May 31, 2023:

 

   

February 29

   

May 31,

 
   

2024

   

2023

 

Current Assets

  $ 4,121,532     $ 4,591,510  

Current Liabilities

  $ 13,531,467     $ 16,340,529  

Working Capital (Deficit)

  $ (9,409,935 )   $ (11,749,019 )

 

At February 29, 2024, we had a working capital deficit of $9,409,935, an improvement in our working capital position of $2,339,084 compared to the working capital deficit of $11,749,019 we had at May 31, 2023. Our working capital increased primarily as a result of our program of debt restructuring. At February 29, 2024, the portion of notes payable classified as current liabilities was $1,483,194, compared to $5,292,635 at May 31, 2023, an improvement of $3,809,441. In addition, accrued interest was reduced to $3,600 at February 29, 2024, compared to $634,594 at May 31, 2023, and short term loans payable was $0 compared to $471,380 at May 31, 2023. Our working capital was also negatively impacted by an increase in our accrued potential tax liability in the amount of $1,380,226 as a result of the calculation of our tax liability under 280E, which can change based on the deductibility of applicable expenses and is not necessarily tied to operating income. Our potential tax liability under Section 280E was $8,132,683 at February 29, 2024, representing 60% of total current liabilities.

 

In September 2022, we successfully refinanced all but one of the U.S. Convertible Debentures and all of the Canaccord Debentures so that 60% of them were converted into equity and the balance of them mature in equal portions in December 2023 and December 2024. In December 2023, we restructured and / or redeemed certain of our convertible debentures, as follows: (A) The terms of certain convertible debenture were restructured, including (i) the conversion price of the debentures was reduced to $0.07 per unit; (ii) the conversion price of warrants underlying the units issuable upon conversion was reduced to $0.10 per share; (iii) the maturity date was extended to January 31, 2028. This restructuring included the redemption of convertible debentures in the principal amount of $3,875,095 at a discount of 40% for a cash payment in the amount of $2,325,036. These transactions resulted in a net loss on extinguishment of debt in the amount of $4,493,218 due to the increase in the calculated value of the conversion features and warrants of the remaining debentures at the reduced exercise prices. (B) We also redeemed three additional debentures with an aggregate principal amount of $1,325,000 along with 13,174,402 shares of our common stock and warrants to purchase 454,548 shares of common stock for a cash payment in the amount of $1,250,000; we recognized a gain on extinguishment of debt in the amount of $596,949 in connection with this transaction. (C) The principal amounts and due dates of six additional debentures were restructured, resulting in a net gain on extinguishment of debt in the amount of $660,196.

 

We have recently taken significant actions to improve our liquidity and reduce our debt:

 

On November 30, 2023, we completed a private placement of $960,000 original principal amount of Unsecured Debentures (the “November 2023 Debentures”). The November 2023 Debentures bear interest at 15%, and are convertible to the Company’s Common Stock, par value $0.0001 per share, at the option of the Company on or before December 6, 2023, at a conversion price of $0.0345 per share. A minimum of one year of interest is required to be converted as well.

 

On December 6, 2023 we elected to convert the debt owed under the November 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.

 

On December 28, 2023, we executed a Supplemental Indenture (the “December 28, 2023 Indenture Supplement”) to, among other things, (i) decrease the conversion price of the remaining Canaccord Debentures to $0.07 per unit; (ii) decrease the conversion price of warrants underlying the units issuable upon conversion to $0.10 per share (iii) change the maturity date of the Canaccord Debentures to January 31, 2028; (iv) provide interest accruing between July 1, 2022 and December 31, 2023 to be added to the principal balance of the Canaccord Debentures; (v) grant the debenture holders a put right (the “Put Options”) exercisable to December 29, 2023, grant each debenture holder the right to require the Company to redeem all or any part of such debenture holder’s outstanding Canaccord Debenture in cash at a redemption price equal to $600 per $1,000 principal amount of Canaccord 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; (vi) grant 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 Canaccord Debentures in cash at a redemption price equal to the aggregate principal amount of the Canaccord Debentures being so redeemed, (vii) include a provision providing that the Company shall redeem on the last day of each calendar month beginning March 31, 2025 a portion of the outstanding Canaccord Debentures less the amount of interest paid on such date; and (viii) 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 Canaccord Debentures and to other holders of the Company’s debt, now or in the future, as the Company may elect.

 

38

 

A total of $3,875,095 in principal amount of debentures have exercised their Put Options. We obtained the November 30, 2023 loan in order to facilitate the payment of these Put Options. We have also obtained an additional $2,030,000 in loans, of which $1,070,000 was converted into equity at $0.0333 per share and $960,000 was converted to equity at $0.0345 per share.

 

Although our revenues are expected to grow as we expand our operations, we only achieved net income for the first time during our first quarter of fiscal 2022 and we have experienced net losses since such time. Due to our cost control efforts, we have generated positive cash flow from operating activities in the amounts of $221,381, $783,250, $788,724, and $802,729 for the three months ended November 30, 2023, August  31, 2023, May 31, 2023 and February 28, 2023, respectively; although cash flow from operating activities fell to a negative $(415,781) for the three months ended February 29, 2024, cash flow from operating activities for the nine months ended February 29, 2024 was $588,850. As a result of this improved operational performance and our debt retirement and restructuring. we believe we will have funds sufficient to sustain our operations at their current level, or if we require additional cash, we expect to obtain the necessary funds through short-term financing agreements; however, our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in the cannabis business. To address these risks, we must, among other things, seek growth opportunities through investments and acquisitions in our industry, successfully execute our business strategy and successfully navigate the business environment in which we currently operate as well as any changes that may arise in the cannabis regulatory environment. We cannot assure that we will be successful in addressing such risks, and the failure to do so could have a material adverse effect on our business prospects, financial condition and results of operations.

 

Cash flows provided by operating activities were $582,575 during the nine months ended February 29, 2024, an improvement of $1,601,583, or approximately 157%, compared to ($1,018,583) during the nine months ended February 28, 2023. In deriving cash flows used in operating activities from the net losses for the nine months ended February 29, 2024 and February 28, 2023, certain non-cash items were deducted from or added back to the net loss for each such period. These amounts were $4,168,701 and $7,794,895 for the nine months ended February 29, 2024 and February 28, 2023, respectively. For the nine months ended February 29, 2024, the most significant items added back to net income were $3,236,073 loss on extinguishment of debt, $498,131 depreciation and amortization, and $393,240 of amortization of debt discounts and fees. For the nine months ended February 28, 2023, this included adding back the loss on extinguishment of debt in the amount of $6,659,359, depreciation and amortization in the amount of $716,114, the loss on equity investment of $176,587, and amortization of debt discounts and fees of $597,821; these items were partially offset by the deduction of the gain on settlement of note receivable in the amount of $348,165.

 

Finally, our cash provided by operating activities was affected by changes in the components of working capital. The amounts of the components of working capital fluctuate for a variety of reasons, including management’s expectation of required inventory levels; the amount of accrued interest, both receivable and payable; the amount of prepaid expenses; the amount of accrued compensation and other accrued liabilities; our accounts payable and accounts receivable balances; and the capitalization of right of use assets and liabilities associated with operating leases. The overall net change in the components of working capital resulted in an increase in cash from operating activities in the amount of $2,546,763 during the nine months ended February 29, 2024, compared to an increase in cash from operating activities of $1,753,920 during nine months ended February 28, 2023. The more significant changes for the nine months ended February 29, 2024 which were added back to the net loss in deriving cash generated by in operating activities were the changes in accounts payable and accrued liabilities of $656,121, accrual for taxes in the amount of $1,373,951, and inventory in the amount of $627,208. These increases were partially offset by a reduction in the amount of $523,209 related to accounts receivable. The more significant changes for the nine months ended February 28, 2023 which were added back to the net loss in deriving cash generated by operating activities were the deferred tax liability of $1,552,028 and accounts payable and accrued expenses of $739,622, offset by reductions related to inventory in the amount of $931,861 and accounts receivable in the amount of $95,718.

 

Cash flows used by investing activities were $90,659 for the nine months ended February 29, 2024, an increase in cash used of $210 compared to cash used in investing activities of $90,449 during the nine months ended February 28, 2023.

 

Cash flows used in financing activities were $797,735 for the nine months ended February 29, 2024, a decrease in the amount of $242,720 compared to cash used in financing activities of $555,015 in the prior period. We received proceeds in the amount of $4,320,000 from the issuance of notes and convertible notes payable during the period, compared to proceeds from loans payable in the amount of $1,717,115 in the prior period. During the nine months ended February 29, 2024, we made principal payments on notes, leases, and convertible debt in the aggregate amount of $5,117,735 compared to $2,272,130 during the prior year period. These payments represent our continued effort to reduce or extend our debt.

 

39

 

Third Party Debt and Related Party Debt

 

The table below summarizes the status of our third-party debt, excluding our short-term receivables-based debt facility and reflects whether such debt remains outstanding, has been repaid, or has been converted into or exchanged for our common stock:

 

Name of Note

 

Original

Principal Amount

 

Outstanding

 

Payment Details

U.S. Convertible Debentures 1 – Related Party

 

$

1,979,979

 

Outstanding

 

Due over 49 months beginning January 31, 2024.

 

 

 

 

 

 

 

 

U.S. Convertible Debentures 2

 

$

495,196

 

Outstanding

 

Due over 49 months beginning January 31, 2024

 

 

 

 

 

 

 

 

Canaccord Debentures

 

$

1,564,889

 

Outstanding

 

Due over 35 months beginning March 31, 2025.

 

 

 

 

 

 

 

 

Debenture 1*

 

$

204,167

 

Outstanding

 

Due in 12 equal payments through February 28, 2025.

 

 

 

 

 

 

 

 

Debenture 2*

 

$

71,667

 

Outstanding

 

Due in 4 equal payments through June 30, 2024.

               

Debentures 3,4,5

 

$

0

 

Paid

 

 
               

Debenture 6

 

$

485,062

 

Outstanding

 

Due over 35 months beginning March 31, 2025 with a balloon payment of $309,510 on January 31, 2028

               

2022 Financing Agreement

 

$

0

 

Paid

 

 

 

 

 

 

 

 

 

 

November 2023 and January 2024 Convertible Notes

 

$

0

 

Converted to common stock

 

 
               

Debentures 7,9

 

$

940,000

 

Outstanding

 

Due in 36 equal payments beginning February 29, 2024

               

Debentures 10-12

 

$

1,350,000

 

Outstanding

 

Due in 24 equal payments beginning March 31, 2024

 

* The terms of the 1 and 2 Debentures provide for additional payments in the aggregate amount of not less than $7,500 per month beginning in at the end of the payment term, for five months.

 

We have generated positive cash flow from operating activities in the amounts of $221,381, $783,250, $788,724, and $802,729 for the three months ended November 30, 2023, August  31, 2023, May 31, 2023 and February 28, 2023, respectively; although cash flow from operating activities fell to a negative $(415,781) for the three months ended February 29, 2024, cash flow from operating activities for the nine months ended February 29, 2024 was $588,850. We believe that we will have sufficient capital to satisfy our obligations through the use of internally generated cash, the sale of debt and or equity, and the conversion of debt to equity, though there can be no assurance that this will be the case.

 

Going Concern

 

Our financial statements were prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. With the exception of the first quarter of fiscal 2022, we have incurred losses from operations since inception, and have an accumulated deficit of $115,014,703 as of February 29, 2024, compared to $108,879,446 as of May 31, 2023. We had a working capital deficit of $9,409,935 as of February 29, 2024, compared to a working capital deficit of $11,749,019 as of May 31, 2023. The report of our independent auditors for the year ended May 31, 2023 contained a going concern qualification.

 

Our ability to continue as a going concern must be considered in light of the problems, expenses, and complications frequently encountered by early-stage companies.

 

40

 

Our ability to continue as a going concern is dependent on our ability to generate sufficient cash from operations to meet our cash needs and finance our ongoing operations. There can be no assurance that cash generated by our future operations will be adequate to meet our needs.

 

Off-Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

 

Critical Accounting Estimates

 

Management uses various estimates and assumptions in preparing our financial statements in accordance with generally accepted accounting principles. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Accounting estimates that are the most important to the presentation of our results of operations and financial condition, and which require the greatest use of judgment by management, are designated as our critical accounting estimates. We have the following critical accounting estimates:

 

 

Estimates and assumptions regarding the deductibility of expenses for purposes of Section 280E of the Internal Revenue Code: Management evaluates the expenses of its manufacturing and retail operations and makes certain judgments regarding the deductibility of various expenses under Section 280E of the Internal Revenue Code based on its interpretation of this regulation and its subjective assumptions about the categorization of these expenses.

 

 

 

 

Estimates and assumptions used in the valuation of derivative liabilities: Management utilizes a lattice model to estimate the fair value of derivative liabilities. The model includes subjective assumptions that can materially affect the fair value estimates.

 

 

 

 

Estimates and assumptions used in the valuation of intangible assets. In order to value our intangible assets, management prepares multi-year projections of revenue, costs of goods sold, gross margin, operating expenses, taxes and after tax margins relating to the operations associated with the intangible assets being valued. These projections are based on the estimates of management at the time they are prepared and include subjective assumptions regarding industry growth and other matters.

 

Recently Issued Accounting Standards

 

Accounting standards promulgated by the Financial Accounting Standards Board (the “FASB”) are subject to change. Changes in such standards may have an impact on our future financial statements. The following are a summary of recent accounting developments.

 

In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment, which simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. In computing the implied fair value of goodwill under Step 2, current U.S. GAAP requires the performance of procedures to determine the fair value at the impairment testing date of assets and liabilities (including unrecognized assets and liabilities) following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, the amendments under this ASU require the goodwill impairment test to be performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The ASU became effective for us on January 1, 2020. The amendments in this ASU were applied on a prospective basis. During the year ended May 31, 2020, the Company recorded an impairment of goodwill in the amount of $25,185,003 pursuant to ASU No. 2017-04.

 

In May 2017, the FASB issued ASU No. 2017-09, Stock Compensation - Scope of Modification Accounting, which provides guidance on which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. The ASU requires that an entity account for the effects of a modification unless the fair value (or calculated value or intrinsic value, if used), vesting conditions and classification (as equity or liability) of the modified award are all the same as for the original award immediately before the modification. The ASU became effective for us on January 1, 2018 and is applied to an award modified on or after the adoption date. Adoption of ASU 2017-09 did not have a material effect on the Company’s financial statements.

 

41

 

In July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). The amendments in Part I of this update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, Debt—Debt with Conversion and Other Options), including related EPS guidance (in Topic 260). The amendments in Part II of this update recharacterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception.

 

These amendments do not have an accounting effect. For public business entities, the amendments in Part I of this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted for all entities, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period.

 

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

 

Item 3. Quantitative and Qualitative Disclosure about Market Risk.

 

This item is not applicable as we are currently considered a smaller reporting company.

 

Item 4. Controls and Procedures.

 

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit pursuant to the requirements of the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, among other things, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file under the Securities Exchange Act is accumulated and communicated to our management, including our principal executive and financial officers, as appropriate, to allow timely decisions regarding required disclosure.

 

Evaluation of Disclosure Controls and Procedures

 

Andrew Glashow, our Chief Executive Officer, and Principal Financial and Accounting Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. The Company believes it now has an adequate number of trained personnel to resolve any segregation of duties deficiencies. Based on the evaluation, Mr. Glashow concluded that:

 

 

We do not have an independent body to oversee our internal controls over financial reporting due to our limited resources.

 

We plan to rectify these weaknesses by hiring additional accounting personnel once we have additional resources to do so.

 

Changes in Internal Control over Financial Reporting

 

There have been no changes in our internal controls over financial reporting that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

42

 

PART II OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

None.

 

Item 1A. Risk Factors.

 

The Effects of Climate Change Could Adversely Affect the Quantity and Quality of Our Crops and the Cost and Availability of Energy to Our Dispensary Operations.

 

The effect of climate change is causing an increase in the cost of electricity to operate our dispensary operation and if temperatures remain high, could result in rationing of electricity, which could necessitate a reduction in operating hours at our dispensary.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

None.

 

Item 3. Defaults upon Senior Securities.

 

None.

 

Item 4. Mine Safety Disclosures.

 

None.

 

Item 5. Other Information.

 

Item 6. Exhibits.

 

31.1

Certification by the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

32.1

Certification by the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

101.INS

Inline XBRL Instance Document

 

 

101.SCH

Inline XBRL Taxonomy Extension Schema

 

 

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase

 

 

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase

 

 

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase

 

 

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase

 

 

104

Cover Page Interactive Data File (formatted as Inline XBRL)

 

43

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

CLS HOLDINGS USA, INC.

 

 

 

 

 

Date: April 15, 2024

By:

/s/ Andrew Glashow

 

 

 

Andrew Glashow

President and Chief Executive Officer

 

 

 

(Principal Executive, Financial and Accounting Officer)

 

 

 

 

 

 

44
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