Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended November 30, 2024

☐ 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)

(888) 359-4666

(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: 164,734,517 shares of $0.0001 par value common stock outstanding as of January 8, 2025.

CLS HOLDINGS USA, INC.

FORM 10-Q

Quarterly Period Ended November 30, 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 November 30, 2024 (Unaudited) and May 31, 2024 (Audited)	4
	Condensed Consolidated Statements of Operations for the Three and Six Months Ended November 30, 2024 and 2023 (Unaudited)	5
	Condensed Consolidated Statements of Stockholders’ Deficit for the Six Months Ended November 30, 2024 and 2023 (Unaudited)	6
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended November 30, 2024 and 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	29
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	37
Item 4.	Controls and Procedures	37

PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	38
Item 1A.	Risk Factors	38
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	38
Item 3.	Defaults Upon Senior Securities	38
Item 4.	Mine Safety Disclosures	38
Item 5.	Other Information	38
Item 6.	Exhibits	38

SIGNATURES		39

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).

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Item 1. Financial Statements.

CLS HOLDINGS USA, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	November 30,			May 31,
	2024			2024
	(unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	592,584		$	600,007
Accounts Receivable		1,152,082			682,894
Inventory		1,805,661			1,968,573
Prepaid expenses and other current assets		39,934			49,309
Total current assets		3,590,261			3,300,783

Property, plant and equipment, net of accumulated depreciation of $3,572,740 and $3,318,550		2,184,815			2,423,553
Right of use assets, operating leases		1,385,830			1,475,351
Intangible assets, net of accumulated amortization of $351,824 and $348,015		8,327			9,978
Goodwill		557,896			557,896
Other assets		157,500			157,500

Total assets	$	7,884,629		$	7,925,061

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued liabilities	$	4,400,037		$	3,356,059
Accrued interest		15,600			3,600
Due to related party		40,000			-
Lease liability - operating leases, current		484,601			443,467
Lease liability - financing leases, current		108,410			96,224
Taxes Payable		9,888,537			8,899,863
Notes payable, current		128,898			139,345
Notes payable - related party, current		1,514,362			988,472
Convertible notes payable, current		126,043			302,005

Total current liabilities		16,706,488			14,229,035
Noncurrent liabilities
Lease liability - operating leases, non-current		1,188,793			1,318,644
Lease liability - financing leases, non-current		39,899			100,252
Notes payable, non-current, net of discount of $0 and $193,756		34,702			407,951
Notes payable - related party, non-current		666,122			1,078,551
Convertible notes payable, non-current		1,535,283			3,699,426

Total Liabilities		20,171,287			20,833,859

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; 164,734,517 and 124,500,873 shares issued and outstanding at November 30, 2024 and May 31, 2024, respectively		16,474			12,450
Additional paid-in capital		103,046,249			101,519,599
Common stock subscribed		65,702			65,702
Accumulated deficit		(114,275,584	)		(113,367,050	)
Stockholder's deficit attributable to CLS Holdings, Inc.		(11,147,159	)		(11,769,299	)
Non-controlling interest		(1,139,499	)		(1,139,499	)
Total stockholder's deficit		(12,286,658	)		(12,908,798	)

Total liabilities and stockholders' deficit	$	7,884,629		$	7,925,061

See accompanying notes to these financial statements.

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CLS HOLDINGS USA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	For the			For the			For the			For the
	Three Months Ended			Three Months Ended			Six Months Ended			Six Months Ended
	November 30, 2024			November 30, 2023			November 30, 2024			November 30, 2023


Revenue		4,161,270			5,197,214			8,966,435			10,311,741
Cost of goods sold		2,389,245			3,025,595			5,146,141			5,866,196
Gross margin		1,772,025			2,171,619			3,820,294			4,445,545

Selling, general and administrative expenses		2,095,099			2,606,918			4,279,932			5,336,818
Total operating expenses		2,095,099			2,606,918			4,279,932			5,336,818

Operating income (loss)		(323,074	)		(435,299	)		(459,638	)		(891,273	)

Other (income) expense:
Interest expense, net		295,715			410,841			455,118			868,313
Employee retention tax credit income		(50,103	)		-			(50,103	)		(924,862	)
(Gain) on settlement of debt		(949,793	)		-			(949,793	)		-
(Gain) on settlement of accounts payable		-			-			-			(4,375	)
Total other (income) expense		(704,181	)		410,841			(544,778	)		(60,924	)

Income (Loss) before income taxes		381,107			(846,140	)		85,140			(830,349	)

Provision for income tax		(468,778	)		(456,040	)		(993,674	)		(933,564	)

Net loss		(87,671	)		(1,302,180	)		(908,534	)		(1,763,913	)

Non-controlling interest		-			(92	)		-			(2,200	)

Net loss attributable to CLS Holdings, Inc.		(87,671	)		(1,302,272	)		(908,534	)		(1,766,113	)

Net loss per share - basic		0.00			(0.02	)		(0.01	)		(0.02	)

Net loss per share - diluted		(0.00	)		(0.02	)		(0.01	)		(0.02	)

Weighted average shares outstanding - basic		167,203,078			72,543,141			146,045,945			72,543,141

Weighted average shares outstanding - diluted		167,203,078			72,543,141			146,045,945			72,543,141

See accompanying notes to these financial statements.

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CLS HOLDINGS USA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(Unaudited)

	Common Stock						Additional Paid In			Stock		Accumulated			Non-controlling
	Amount			Value			Capital			Payable		Deficit			Interest			Total

Balance, August 31, 2023		72,543,141		$	7,255		$	96,147,784		$	65,702	$	(109,343,287	)	$	(1,139,759	)	$	(14,262,305	)
Discount on convertible notes payable		-			-			62,400			-		-			-			62,400
Loss for the three months ended November 30, 2023		-			-			-			-		(1,302,272	)		92			(1,302,180	)
Balance, November 30, 2023		72,543,141		$	7,255		$	96,210,184		$	65,702	$	(110,645,559	)	$	(1,139,667	)	$	(15,502,085	)

Balance, May 31, 2023		72,543,141		$	7,255		$	96,147,784		$	65,702	$	(108,879,446	)	$	(1,141,867	)	$	(13,800,572	)
Discount on convertible notes payable		-			-			62,400			-		-			-			62,400
Loss for the six months ended November 30, 2023		-			-			-			-		(1,766,113	)		2,200			(1,763,913	)
Balance, November 30, 2023		72,543,141		$	7,255		$	96,210,184		$	65,702	$	(110,645,559	)	$	(1,139,667	)	$	(15,502,085	)


Balance, August 31, 2024		181,348,418		$	18,135		$	103,742,716		$	65,702	$	(114,187,913	)	$	(1,139,499	)	$	(11,500,859	)
Shares purchased from related party		(1,125,000	)		(112	)		(39,888	)		-		-			-			(40,000	)
Shares and warrants cancelled in debt settlement		(15,488,901	)		(1,549	)		(679,961	)		-		-			-			(681,510	)
Amortization of employee stock options		-			-			23,382			-		-			-			23,382
Loss for the three months ended November 30, 2024		-			-			-			-		(87,671	)		-			(87,671	)
Balance, November 30, 2024		164,734,517		$	16,474		$	103,046,249		$	65,702	$	(114,275,584	)	$	(1,139,499	)	$	(12,286,658	)

Balance, May 31, 2024		124,500,873		$	12,450		$	101,519,599		$	65,702	$	(113,367,050	)	$	(1,139,499	)	$	(12,908,798	)
Conversion of notes payable		56,847,545			5,685			2,194,315			-		-			-			2,200,000
Shares purchased from related party		(1,125,000	)		(112	)		(39,888	)		-		-			-			(40,000	)
Shares and warrants cancelled in debt settlement		(15,488,901	)		(1,549	)		(679,961	)		-		-			-			(681,510	)
Amortization of employee stock options		-			-			52,184			-		-			-			52,184
Loss for the six months ended November 30, 2024		-			-			-			-		(908,534	)		-			(908,534	)
Balance, November 30, 2024		164,734,517		$	16,474		$	103,046,249		$	65,702	$	(114,275,584	)	$	(1,139,499	)	$	(12,286,658	)

See accompanying notes to these financial statements.

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CLS HOLDINGS USA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Six			For the Six
	Months Ended			Months Ended
	November 30, 2024			November 30,2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(908,534	)	$	(1,763,913	)
Adjustments to reconcile net loss to net cash used in operating activities:
Share-based compensation		52,184			-
Amortization of debt discounts and fees		193,756			335,999
Depreciation and amortization expense		256,530			332,748
Gain on settlement of accounts payable		-			(4,375	)
Gain on settlement of debt		(949,793	)		-
Bad debt expense		-			393
Changes in assets and liabilities:
Accounts receivable		(469,188	)		(502,200	)
Prepaid expenses and other current assets		9,375			78,765
Inventory		162,912			371,079
Right of use asset		209,922			186,424
Accounts payable and accrued expenses		1,043,978			1,000,336
Accrued interest		87,638			216,098
Deferred tax liability		988,674			933,564
Operating lease liability		(209,118	)		(180,287	)
Net cash provided by operating activities		468,336			1,004,631

CASH FLOWS FROM INVESTING ACTIVITIES
Payments to purchase property, plant and equipment		(16,141	)		(44,248	)
Payment for construction security deposit		-			(58,175	)
Net cash used in investing activities		(16,141	)		(102,423	)

CASH FLOWS FROM FINANCING ACTIVITIES
Cash received from the issuance of convertible notes payable		2,600,000			-
Cash received from issuance of note payable - related party		150,000			-
Principal payment on notes and cancellation of shares		(2,600,000	)		-
Principal payments on convertible notes payable		(48,093	)		(100,000	)
Principal payments on notes payable		(76,819	)		(477,084	)
Principal payments on notes payable -related party		(436,539	)		-
Proceeds of loan payable		-			960,000
Repayments of loan payable		-			(481,943	)
Principal payments on finance leases		(48,167	)		(41,931	)
Net cash used in financing activities		(459,618	)		(140,958	)

Net (decrease) increase in cash and cash equivalents		(7,423	)		761,250

Cash and cash equivalents at beginning of period		600,007			998,421

Cash and cash equivalents at end of period	$	592,584		$	1,759,671

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid	$	115,333		$	163,783
Income taxes paid	$	-		$	-

NONCASH INVESTING AND FINANCING ACTIVITIES:
Shares issued for conversion of notes payable	$	2,200,000		$	-
Capitalized interest	$	75,638		$	-
Initial ROU asset and lease liability - operating	$	120,401		$	224,899
Discount on convertible note payable	$	-		$	62,400
Cancellation of shares held by related party	$	40,000		$	-

See accompanying notes to these financial statements.

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CLS HOLDINGS USA, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

November 30, 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 88 external customers as of November 30, 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.

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Cash, Cash Equivalents, and Restricted Cash

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 $592,584 and $600,007 as of November 30, 2024 and May 31, 2024, 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 $93 during the three months ended November 30, 2024 and 2023.

Inventory

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

Property, Plant and Equipment

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

	Years
Office equipment		3 to 5
Furniture & fixtures		3 to 7
Machinery & equipment		3 to 10
Leasehold improvements	Term of lease

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

Long-Lived Assets

The Company reviews its property and equipment and any identifiable intangibles including goodwill for impairment on an annual basis utilizing the guidance set forth in the Statement of Financial Accounting Standards Board ASC 350 “Intangibles – Goodwill and Other” and ASC 360 “Property, Plant, and Equipment.” At November 30, 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 months ended November 30, 2024 and 2023, the Company received an aggregate of $50,103 and $0, respectively, and during the six months ended November 30, 2024 and 2023, the Company received an aggregate of $50,103 and $924,862, respectively; these amounts were accounted for as other income on the Company’s condensed consolidated statement of operations.

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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.” There was no non-controlling interest reported during the three and six months ended November 30, 2024. During the three and six months ended November 30, 2023, the Company reported a non-controlling interest in the amount of $(92) and ($2,200), 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.

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 $96,709 and $103,448 for the three months ended November 30, 2024 and 2023, respectively, and $174,710 and $227,059 for the six months ended November 30, 2024 and 2023, respectively.

Research and Development

Research and development expenses are charged to operations as incurred. The Company incurred research and development costs of $281 and $431 for the three months ended November 30, 2024 and 2023, respectively, and $421 and $1,887 for the six months ended November 30, 2024 and 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.

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

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

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

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

Revenue Recognition

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

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

	●	Premium organic medical cannabis sold wholesale to licensed retailers

	●	Recreational marijuana cannabis products sold wholesale to licensed distributors and retailers

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

	●	Processing and extraction services for licensed medical cannabis cultivators in Nevada

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

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

Disaggregation of Revenue

The following table represents a disaggregation of revenue for the three and six months ended November 30, 2024 and 2023:

	For the Three		For the Three
	Months Ended		Months Ended
	November 30, 2024		November 30, 2023
Cannabis Dispensary		2,706,856		3,104,064
Cannabis Production		1,454,414		2,093,150
	$	4,161,270	$	5,197,214

	For the Six		For the Six
	Months Ended		Months Ended
	November 30, 2024		November 30, 2023
Cannabis Dispensary		5,773,932		6,412,606
Cannabis Production		3,192,503		3,899,135
	$	8,966,435	$	10,311,741

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Basic and Diluted Earnings or Loss Per Share

Basic net earnings per share is based on the weighted average number of shares outstanding during the period, while fully diluted net earnings per share is based on the weighted average number of shares of common stock and potentially dilutive securities assumed to be outstanding during the period using the treasury stock method. Potentially dilutive securities consist of options and warrants to purchase common stock, and convertible debt. Basic and diluted net loss per share are computed based on the weighted average number of shares of common stock outstanding during the period. At November 30, 2024 and 2023, the Company had the following potentially dilutive instruments outstanding: at November 30, 2024, a total of 46,300,414 shares (14,549,685 issuable upon the exercise of warrants, 23,733,229 issuable upon the conversion of convertible notes payable and accrued interest, 8,000,000 shares issuable upon the conversion of stock options, and 17,500 in stock to be issued); and at November 30, 2023, a total of 73,715,637 shares (21,181,449 issuable upon the exercise of warrants, 52,516,688 issuable upon the conversion of convertible notes payable and accrued interest, and 17,500 in stock to be issued).

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 months ended November 30, 2024 and 2023. For the three months ended November 30, 2024 and 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.

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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 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 $114,275,584 as of November 30, 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.

Note 3: Accounts Receivable

Accounts receivable was $1,152,082 and $682,894 at November 30, 2024 and May 31, 2024, respectively. The Company had bad debt expense of $0 and $93 during the three months ended November 30, 2024 and 2023. The Company had bad debt expense of $0 and $393 during the six months ended November 30, 2024 and 2023. No allowance for doubtful accounts was necessary during the three months ended November 30, 2024 and 2023.

Note 4: Inventory

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

	November 30,		May 31,
	2024		2024
Raw materials	$	287,064	$	386,803
Finished goods		1,518,597		1,581,770
Total	$	1,805,661	$	1,968,573

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 5: Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following at November 30, 2024 and May 31, 2024:

	November 30,		May 31,
	2024		2024
Prepaid license fees		7,000		14,659
Other prepaid expenses		32,934		34,650
Total	$	39,934	$	49,309

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.

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Note 6: Property, Plant and Equipment

Property, plant and equipment consisted of the following at November 30, 2024 and May 31, 2024:

	November 30, 2024			May 31, 2024
Office equipment	$	163,126		$	163,126
Furniture and fixtures		149,478			148,358
Machinery & Equipment		2,522,795			2,519,455
Leasehold improvements		2,922,156			2,911,164
Less: accumulated depreciation		(3,572,740	)		(3,318,550	)
Property, plant, and equipment, net	$	2,184,815		$	2,423,553

The Company made payments in the amounts of $16,141 and $44,248 for property and equipment during the six months ended November 30, 2024 and 2023, respectively.

Depreciation expense totaled $121,219 and $158,497 for the three months ended November 30, 2024 and 2023, respectively. Depreciation expense totaled $254,880 and $317,250 for the six months ended November 30, 2024 and 2023, respectively.

Note 7: Right of Use Assets and Liabilities – Operating Leases

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

The Company’s lease expense for the three months ended November 30, 2024 and 2023 was entirely comprised of operating leases and amounted to $140,612 and $123,408, respectively. The Company’s lease expense for the six months ended November 30, 2024 and 2023 was entirely comprised of operating leases and amounted to $278,097 and $257,611, respectively.

The Company’s right of use (“ROU”) asset amortization for the three months ended November 30, 2024 and 2023 was $106,422 and $89,736, respectively. The Company’s ROU asset amortization for the six months ended November 30, 2024 and 2023 was $209,922 and $186,424, respectively.

The Company has recorded total right of use assets of $4,384,520 and liabilities in the amount of $4,341,120 through November 30, 2024.

Right of use assets – operating leases are summarized below:

	November 30, 2024
Amount at inception of leases	$	4,504,921
Amount amortized		(2,913,203	)
Prior Period Impairment of Quinn River Lease		(205,888	)
Balance – November 30, 2024	$	1,385,830

Operating lease liabilities are summarized below:

Amount at inception of leases	$	4,461,521
Amount amortized		(2,788,127	)
Balance – November 30, 2024	$	1,673,394

Warehouse and offices	$	1,463,997
Land		205,888
Office equipment		3,509
Balance – November 30, 2024	$	1,673,394

Lease liability	$	1,673,394
Less: current portion		(484,601	)
Lease liability, non-current	$	1,188,793

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Maturity analysis under these lease agreements is as follows:

Twelve months ended November 30, 2025	$	676,970
Twelve months ended November 30, 2026		395,348
Twelve months ended November 30, 2027		321,828
Twelve months ended November 30, 2028		322,329
Twelve months ended November 30, 2029		263,561
Thereafter		155,779
Total	$	2,135,815
Less: Present value discount		(462,421	)
Lease liability	$	1,673,394

Note 8: Intangible Assets

Intangible assets consisted of the following at November 30, 2024 and May 31, 2024:

	November 30, 2024
			Accumulated
	Gross		Amortization			Impairment		Net
License & Customer Relations	$	110,000	$	(110,000	)		-		-
Tradenames - Trademarks		222,000		(222,000	)		-		-
Domain Names		28,151		(19,824	)		-		8,327
Total	$	357,993	$	(351,824	)		-	$	8,327

	May 31, 2024
			Accumulated
	Gross		Amortization			Impairment		Net
License & Customer Relations		110,000		(110,000	)		-		-
Tradenames - Trademarks		222,000		(222,000	)		-		-
Domain Names		25,993		(16,015	)		-		9,978
Total	$	357,993	$	(348,015	)	$	-	$	9,978

Total amortization expense charged to operations for the three months ended November 30, 2024 and 2023 was $825 and $7,750, respectively. Total amortization expense charged to operations for the six months ended November 30, 2024 and 2023 was $1,651 and $15,501, respectively.

Remaining amortization expense for intangible assets as of November 30, 2024 is as follows:

2025	$	2,478
2026		3,304
2027		2,545
	$	8,327

Note 9: Goodwill

Goodwill in the amount of $557,896 is carried on the Company’s balance sheet at November 30, 2024 and May 31, 2024 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, 2024 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 May 31, 2024. As a result, no impairment was recorded. At November 30, 2024 and May 31, 2024, the net amount of goodwill on the Company’s balance sheet was $557,896.

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Note 10: Other Assets

Other assets included the following as of November 30, 2024 and May 31, 2024:

	November 30,		May 31,
	2024		2024
Security deposits		157,500		157,500
	$	157,500	$	157,500

Note 11: Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities consisted of the following at November 30, 2024 and May 31, 2024:

	November 30, 2024		May 31, 2024
Trade accounts payable	$	3,708,509	$	2,508,769
Accrued payroll and payroll taxes		313,275		313,296
Accrued liabilities		378,253		533,994
Total	$	4,400,037	$	3,356,059

Note 12: Due to Related Party

On November 1, 2024, the Company acquired and cancelled 1,125,000 shares of common stock from a board member at a cost of $40,000. These shares were valued at $0.0557 per shares, which was the closing price on the date of the cancellation; a gain in the amount of $22,663 was recorded on this transaction. The purchase price of $40,000 had not been paid at November 30, 2024.

Note 13: Notes Payable

November 30, 2024

May 31, 2024

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 $111,807 was recognized in connection with this transaction, and a discount in the amount of $6,501 was recorded.

During the three and six months ended November 30, 2024, the Company amortized discounts on the Debenture 2 in the aggregate amount of $0 and $197, respectively. During the three and six months ended November 30, 2024, the Company made principal and interest payments in the amount of $0 and $17,917, respectively, on Debenture 2. As of November 30, 2024, Debenture 2 has been paid in full.

17,917

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	November 30, 2024		May 31, 2024
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. The Company recorded an original issue discount in the amount of $375,000 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 $402,370 was recognized in connection with this transaction, and a discount in the amount of $209,783 was recorded. During the three months and six ended November 30, 2024, the Company amortized discounts in the amount of $183,263 and $193,560, respectively, on Debenture 6. During the three and six months ended November 30, 2024, the Company capitalized interest in the amount of $10,708 on Debenture 6. During the three months and six ended November 30, 2024, the Company made principal payments in the amount of $511,340 on Debenture 6 (see note 17). At November 30, 2024, all amounts due under Debenture 6 have been paid in full.		-		500,632

Promissory Note 6 (“PN 6”) PN6 in the principal amount of $250,000 (the “PN6”) 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 six months ended November 30, 2024, the Company made principal payments in the amount of $29,890 and $58,902, respectively, on PN6. During the three and six months ended November 30, 2024, the Company made interest payments on PN6 in the amount of $5,508 and $11,895, respectively.		163,600		222,502
Notes Payable	$	163,600	$	741,052
Less: Discount		-		(193,756	)
Notes Payable, Net of Discount	$	163,600	$	547,296

	November 30, 2024		May 31, 2024
Total Notes Payable, Current Portion	$	128,898	$	139,345
Total Notes Payable, Long-term Portion, net of discount	$	34,702	$	407,951

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Note 14: Convertible Notes Payable

November 30, 2024

May 31, 2024

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) principal payments in the amount of $8,000 per month are due for 48 months beginning January 31, 2024, and a balloon payment in the amount of $235,658 will be due on January 31, 2028; (iv) accrued interest in the amount of $54,053 was added to the principal balance. A loss on extinguishment of debt in the amount of $344,036 was charged to operations in connection with this transaction. During the years ended May 31, 2024 and 2023, the Company accrued interest in the amounts of $37,526 and $27,717, on the U.S. Convertible Debenture 2, respectively. During the three and six months ended November 30, 2024, the Company made principal payments in the amount of $471,387 and $481,005, respectively, on the U.S. Convertible Debenture 2 (see note 17). During the three and six months ended November 30, 2024, the Company made interest payments in the amount of $6,381 on the U.S. Convertible Debenture 2. At November 30, 2024, all amounts due under U.S. Convertible Debenture 2 have been paid in full.

481,005

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November 30, 2024

May 31, 2024

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.

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 (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 $1,727,071 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. A gain on settlement of debt in the amount of $2,015,051 was recognized in connection with this transaction. During the three and six months ended November 30, 2024, the Company capitalized interest in the amounts of $32,788 and $64,930 on the Canaccord Debentures.

On December 27, 2024, the Company executed a Supplemental Indenture to amend that certain debenture indenture by and between the Company and Odyssey Trust Company, as Trustee, dated as of December 12, 2018, as supplemented March 31, 2021, as supplemented September 15, 2022, and as supplemented December 28, 2023, in order to amended the terms of its outstanding $1,378,778 principal amount unsecured convertible debentures Canaccord Debentures issued December 12, 2018 to provide the Company an option to redeem all outstanding Canaccord Debentures in cash at a redemption price equal to $600 per $1,000 principal amount of Canaccord Debentures; any accrued but unpaid interest through to and including the redemption date shall not be paid and shall be cancelled. See note 22.

1,661,326

1,596,396

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	November 30, 2024		May 31, 2024
US Convertible Debenture 1 (Navy Capital Green Co-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 $1,376,083 was charged to operations in connection with this transaction. During the three and six months ended November 30, 2024, the Company made principal payments in the amount of $1,885,556 and $1,924,030, respectively, on the U.S. Convertible Debenture 1 (see note 17). During the three and six months ended November 30, 2024, the Company made interest payments in the amount of $25,226 on the U.S. Convertible Debenture 1. At November 30, 2024, all amounts due under U.S. Convertible Debenture 1 have been paid in full.		-		1,924,030

Total Convertible Notes Payable	$	1,661,326	$	4,001,431

	November 30, 2024		May 31, 2024
Total – Convertible Notes Payable, Current Portion	$	126,043	$	302,005
Total – Convertible Notes Payable, Long-term Portion	$	1,535,283	$	3,699,426

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Note 15: Notes Payable – Related Party

	November 30, 2024		May 31, 2024
Promissory Note 1 (“APN1”) PN1 Debenture in the principal amount of $475,000 (the “PN1”) 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 six months ended November 30, 2024, the Company made principal payments on the PN1 in the amount of $36,142 and $71,221, respectively. During the three and six months ended November 30, 2024, the Company made interest payments on the PN1 in the amount of $11,610 and $24,284, respectively.	$	362,840	$	434,061

Promissory Note 2 (“PN2”) PN2 in the principal amount of $465,000 (the “PN2”) dated January 2, 2024, which bears interest at the 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 six months ended November 30, 2024, the Company made principal payments on the PN2 in the amount of $35,382 and $69,722, respectively. During the three and six months ended November 30, 2024, the Company made interest payments on the PN2 in the amount of $11,366 and $23,773, respectively.		355,201		424,923

Promissory Note 3 (“PN3”) PN3 in the principal amount of $450,000 (the “PN3”) dated February 22, 2024, which bears interest at the 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 six months ended November 30, 2024, the Company made principal payments on the PN3 in the amount of $53,802 and $106,023, respectively. During the three and six months ended November 30, 2024, the Company made interest payments on the PN3 in the amount of $9,914 and $21,410, respectively.		294,480		400,503

Promissory Note 4 (“PN4”) PN4 in the principal amount of $300,000 (the “PN4”) dated February 22, 2024, which bears interest at the 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 six months ended November 30, 2024, the Company made principal payments on the PN4 in the amount of $35,868 and $70,682, respectively. During the three and six months ended November 30, 2024, the Company made interest payments on the PN4 in the amount of $6,609 and $14,274, respectively.		196,320		267,002

Promissory Note 5 (“PN5”) PN5 in the principal amount of $350,000 (the “PN5”) dated February 22, 2024, which bears interest at the 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 six months ended November 30, 2024, the Company made principal payments on the PN5 in the amount of $41,487 and $82,463, respectively. During the three and six months ended November 30, 2024, the Company made interest payments on the PN5 in the amount of $7,711 and $16,653, respectively.		229,040		311,503

Promissory Note 7 (“PN7”) PN7 in the principal amount of $100,000 (the “PN7”) dated March 6, 2024, which bears interest at the rate of 12% per annum. Interest only payments are due quarterly in the amount of $3,500 for four quarters beginning March 29, 2024. The loan is due on February 28, 2025. During the three and six months ended November 30, 2024, the Company made principal payments on PN7 in the amount of $0. During the three and six months ended November 30, 2024, the Company made interest payments on the PN7 in the amount of $3,500 and $7,000, respectively.		100,000		100,000

Promissory Note 8 (“PN8”) PN8 in the principal amount of $134,000 (the “PN8”) dated April 30, 2024, which bears interest at the rate of 12% per annum. Principal and interest payments are due monthly for 24 months in the amount $6,308 beginning May 31, 2024. During the three and six months ended November 30, 2024, the Company made principal payments on the PN8 in the amount of $15,664 and $30,867, respectively. During the three and six months ended November 30, 2024, the Company made interest payments on the PN8 in the amount of $3,529 and $6,979, respectively.		98,164		129,031

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	November 30, 2024		May 31, 2024
Promissory Note 9 (“PN9”) PN9 in the principal amount of $2,600,000 (the “PN9”) dated August 28, 2024. Principal in the amount of $2,200,000 automatically converted into 56,847,545 shares of the Company’s common stock on August 30,2024; the remaining principal in the amount of $400,000 bears interest at the rate of 12% per annum and is due on August 28, 2025. The conversion of the $2,200,000 in principal was at the market price per share of $0.0387 on the date of the note, and no gain or loss was recognized on this transaction. See note 17. No interest was accrued on this note during the three months ended November 30, 2024. During the three and six months ended November 30, 2024, the Company accrued interest on the PN9 in the amount of $12,000.		400,000		-

Promissory Note 10 (“PN10”) PN10 in the principal amount of $150,000 (the “PN10”) dated October 15, 2024, which bears interest at the rate of 12% per annum. Principal and interest payments are due monthly for 24 months in the amount $7,061 beginning November 30, 2024. During the three and six months ended November 30, 2024, the Company made principal payments on the PN10 in the amount of $5,561. During the three and six months ended November 30, 2024, the Company made interest payments on the PN10 in the amount of $1,500.		144,439		-

Total	$	2,180,484	$	2,067,023

	November 30, 2024		May 31, 2024
Total Notes Payable – Related Party, Current Portion	$	1,514,362	$	988,472
Total Notes Payable – Related Party, Long Term Portion	$	666,122	$	1,078,551

Aggregate maturities of notes payable, convertible notes payable, and notes payable – related parties as of November 30, 2024 are as follows:

For the twelve months ended November 30,

2025	$	1,769,303
2026		866,804
2027		309,042
2028		1,060,261
Total	$	4,005,410

Note 16: Lease Liabilities - Financing Leases

	November 30, 2024		May 31, 2024
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 and six months ended November 30, 2024, the Company made principal payments on this lease obligation in the amounts of $23,168 and $47,266, respectively. During the three and six months ended November 30, 2024, the Company made interest payments on this lease obligation in the amounts of $6,421 and $13,772, respectively.	$	145,851	$	193,117

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 and six months ended November 30, 2024, the Company made principal payments on this lease obligation in the amounts of $456 and $901, respectively. During the three and six months ended November 30, 2024, the Company made interest payments on this lease obligation in the amounts of $69 and $149, respectively.	$	2,458		3,359

Total	$	148,309	$	196,476

Current portion	$	108,410	$	96,224
Long-term maturities		39,899		100,252
Total	$	148,309	$	196,476

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Aggregate maturities of lease liabilities – financing leases as of November 30, 2024 are as follows:

For the period ended November 30,

2025	$	108,410
2026		39,899
Total	$	148,309

Note 17: Stockholders’ Equity

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.

Common stock transactions for the six months ended November 30, 2024

On August 30, 2024, the Company issued 56,847,545 shares of common stock pursuant to the conversion $2,200,000 of the principal amount of a note payable (see note 15). No gain or loss was recorded on this transaction as the conversion occurred according to the terms of the note.

On September 10, 2024, the Company settled three notes payable in the aggregate principal amount of $2,868,282 for a cash payment in the amount of $2,600,000. In addition, the noteholders returned for cancellation a total of 15,488,901 shares of the Company’s common stock and warrants to purchase 6,177,216 shares of the Company’s common stock. The cancelled shares were valued at the closing price of the Company’s common stock on the date of the cancellation, or $0.044 per share for a total value of $681,510. The warrants were valued at $4,136 using the Black-Sholes valuation model. A gain in the amount of $949,793 was recorded on this transaction. See note 18.

On November 1, 2024, the Company acquired and cancelled 1,125,000 shares of common stock from a board member at a cost of $40,000. These shares were valued at $0.0557 per shares, which was the closing price on the date of the cancellation; the amount of $22,663 was charged to additional paid-in capital on this related party transaction. The purchase price of $40,000 was unpaid at November 30, 2024. (see note 12)

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

None.

Warrants

Warrants for the six months ended November 30, 2024:

The following table summarizes the significant terms of warrants outstanding at November 30, 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		14,549,685		1.12	$	0.40		14,549,685	$	0.40
			14,549,685		1.12	$	0.40		14,549,685	$	0.40

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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, 2023		21,181,449		$	0.40
Granted		-		$	-
Exercised		-		$	-
Cancelled / Expired		(454,548	)	$	0.41
Warrants outstanding at May 31, 2024		20,726,901		$	0.40
Granted
Exercised		-		$	-
Cancelled / Expired		(6,177,216	)	$	0.40
Warrants outstanding at November 30, 2024		14,549,685		$	0.40

Stock Options

Stock options for the six months ended November 30, 2024

During the six months ended November 30, 2024, 41,667 options issued to the Company’s previous Chief Science Officer expired.

The following table summarizes the significant terms of options outstanding at November 30, 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

8,000,000

9.15

0.039

2,520,832

0.039

Transactions involving options are summarized as follows.

	Number of Shares			Weighted Average Exercise Price
Options outstanding at May 31, 2024		8,041,667		$	0.039
Granted		-		$	-
Exercised		-		$	-
Cancelled / Expired		(41,667	)	$	-
Options outstanding at November 30, 2024		8,000,000		$	0.039

The Company valued options using the Black-Scholes valuation model utilizing the following variables during the six months ended November 30, 2024:

	November 30,
	2024
Volatility		269.44	%
Dividends	$	-
Risk-free interest rates		3.8	%
Expected term (years)		5.00

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Stock options for the three months ended November 30, 2023

None.

During the three and six months ended November 30, 2024, the Company charged $23,382 and $52,184, respectively, to stock-based compensation expense, in connection with the vesting of stock options. There were no comparable charges during the three and six months ended November 30, 2023.

The aggregate intrinsic value of options outstanding and exercisable at November 30, 2024 and 2023 was $16,637 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 $0.045 as of November 30, 2024, and the exercise price multiplied by the number of options outstanding and exercisable.

Note 18: Gain on Settlement of Debt

On August 28, 2024, the Company raised $2,600,000 in cash from the issuance of PN9. See note 13. On August 30, 2024, the Company issued 56,847,545 shares of common stock pursuant to the conversion $2,200,000 of the principal amount of a note payable (see note 15). No gain or loss was recorded on this transaction as the conversion occurred according to the terms of the note.

On September 10, 2024, the Company utilized the proceeds of PN9 to settle three notes payable in the aggregate principal amount of $2,868,282 for a cash payment in the amount of $2,600,000. See note 17. In addition, the noteholders returned for cancellation a total of 15,488,901 shares of the Company’s common stock and warrants to purchase 6,177,216 shares of the Company’s common stock. The cancelled shares were valued at the closing price of the Company’s common stock on the date of the cancellation, or $0.044 per share for a total value of $681,510. The warrants were valued at $4,136 using the Black-Sholes valuation model. A gain in the amount of $949,793 was recorded on this transaction.

The Company valued the warrants using the Black-Scholes valuation model utilizing the following variables during the six months ended November 30, 2024:

	November 30,
	2024
Volatility		104.68	%
Dividends	$	-
Risk-free interest rates		4.36	%
Expected term (years)		1.05

Note 19: Related Party Transactions

As of November 30, 2024 and May 31, 2024, 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 three months ended November 30, 2024, the Company made payments of $10,000 to one of its three directors and a payment of $5,000 to one director for their participation on the Board, for a total of $15,000. The Company also made a payment of $5,000 to one director for consulting fees. During the six months ended November 30, 2024, the Company made payments of $20,000 to one of its three and directors and $15,000 to one of its directors for their participation on the Board, for a total of $35,000; the Company also made a payment of $5,000 to one of its directors for consulting fees.

The Company’s CEO has waived his board fees for the period.

On November 1, 2024, the Company acquired and cancelled 1,125,000 shares of common stock from a board member at a cost of $40,000. These shares were valued at $0.0557 per shares, which was the closing price on the date of the cancellation. The amount of $22,663 was charged to additional paid-in capital on this transaction. The purchase price of $40,000 had not been paid at November 30, 2024.

On August 28, 2024 the Company issued PN9, a note payable to a related party, in the principal amount of $2,600,000. Principal in the amount of $2,200,000 automatically converted into 56,847,545 shares of the Company’s common stock on August 30,2024; the remaining principal in the amount of $400,000 bears interest at the rate of 12% per annum and matures on August 28, 2025. See note 15.

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On October 15, 2024 the Company issued PN10, a note payable to a related party, in the principal amount of $150,000. Principal PN10 bears interest at the rate of 12% per annum. Principal and interest payments are due monthly for 24 months in the amount $7,061 beginning November 30, 2024. See note 15.

At November 30, 2024, there are nine related party notes outstanding with a total principal amount of $2,180,484. See note 15.

Note 20: Income Taxes

The following table summarizes the Company’s income tax accrued for the three months ended November 30, 2024 and 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 November 30,
	2024			2023
Revenue	$	4,161,270		$	5,197,214
Directly attributable costs		(1,928,995	)		(3,025,595	)
Deferred		2,232,275			2,171,619
Tax rate		21	%		21	%
Tax expense	$	468,778		$	456,040

	Six Months Ended November 30,
	2024			2023
Revenue	$	8,966,435		$	10,311,741
Directly attributable costs		(4,234,657	)		(5,866,196	)
Deferred		4,731,778			4,445,545
Tax rate		21	%		21	%
Tax expense	$	993,674		$	933,564

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.

During the three months ended November 30, 2024, the Company received a notification from the Internal Revenue Service (“IRS”) that the Company has been assessed the amount of $111,441, consisting of estimated tax owed of $71,959, penalties of $26,771, and interest of $12,711 for failure to file its tax return for the year ended May 31, 2022. The Company made a good faith payment to the IRS in the amount of $5,000 pursuant to this notice during the three months ended November 30, 2024. The accounting firm responsible for this tax filing on behalf of the Company has been terminated, and the Company is pursuing this firm for recovery of penalties and interest assessed.

Note 21: 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.

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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 November 30, 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 November 30, 2024. The monthly rent increased on September 1, 2022 to $2,084. Effective September 1, 2024, the monthly rent was increased to $2,310, and the term of the lease was extended to November 30, 2029.

	●	A lease that commenced January 2018 for 1,000 square feet of storefront space plus 5,900 square feet of warehouse space located at 1800 Industrial Road, Suites 102, 160, and 180, Las Vegas, NV 89102, for a term of five years and for initial base rent of $7,500 per month, with annual increases of 3%. In February 2020, this lease was extended to February 28, 2030 and the monthly rent was increased by $600. At November 30, 2024, the monthly rent on this lease was $10,679.

	●	A lease that commenced in February 2019 for 2,504 square feet of office space located at 1800 Industrial Road, Suite 100, Las Vegas, NV 89102 for a term of eighteen months and for initial rent of $3,210 per month, with annual increases of 4%. In February 2020, this lease was extended to February 28, 2030, and the lease was modified to include annual rent increases of 3%. At November 30, 2024, the monthly rent on this lease was $3,758.

	●	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. 4^th 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 November 30, 2024.

Note 22: Subsequent Events

Termination of Chief Operating Officer

On December 17, 2024, the Company terminated the employment of Joseph Ramalho, its Chief Operating Officer.

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Amendments to Convertible Debentures

On December 27, 2024, the Company executed a Supplemental Indenture to amend that certain debenture indenture by and between the Company and Odyssey Trust Company, as Trustee, dated as of December 12, 2018, as supplemented March 31, 2021, as supplemented September 15, 2022, and as supplemented December 28, 2023 (collectively, the “Debenture Indenture”), in order to amended the terms of its outstanding $1,378,778 principal amount unsecured convertible debentures (the “December Debentures”) issued December 12, 2018 to provide the Company an option to redeem all outstanding December Debentures in cash at a redemption price equal to $600 per $1,000 principal amount of December Debentures; any accrued but unpaid interest through to and including the redemption date shall not be paid and shall be cancelled. See note 14.

Secured Promissory Notes

On January 7, 2025, the Company entered into four secured promissory notes in the aggregate amount of $1,000,000. These notes bear interest at the rate of 12%, are payable in 24 equal monthly installments beginning January 31, 2025, and are due on December 31, 2026. Three of these notes with an aggregate principal amount of $900,000 are payable to related parties.

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Item 2. Management’s 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 November 30, 2024 and 2023

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

	Three Months Ended			Three Months Ended
	November 30, 2024			November 30, 2023
Revenue		100	%		100	%
Cost of Goods Sold		57	%		58	%
Gross Margin		43	%		42	%
Selling, General, and Administrative Expenses		50	%		50	%

Interest expense		7	%		8	%
Provision for Income Tax		11	%		8	%

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

	Three Months Ended		Three Months Ended
	November 30, 2024		November 30, 2023
Number of Customers Served (Dispensary)		57,152		68,586
Revenue	$	4,161,270	$	5,197,214
Gross Profit	$	1,772,025	$	2,171,619
Selling, General, and Administrative Expenses	$	2,095,099	$	2,606,918

Revenues

We had revenue of $4,161,270 during the three months ended November 30, 2024, a decrease of $1,035,944, or 10%, compared to revenue of $5,197,214 during the three months ended November 30, 2023. Our cannabis dispensary accounted for $2,706,856, or 65%, of our revenue for the three months ended November 30, 2024, a decrease of $397,208, or 13%, compared to $3,104,064 during the three months ended November 30, 2023. Dispensary revenue decreased during the second quarter of fiscal year 2025 because our average sales per day decreased from $34,111 during the first quarter of fiscal year 2024 to $29,746 during the first quarter of fiscal year 2025. Our cannabis production accounted for $1,454,414, or 35%, of our revenue for the three months ended November 30, 2024, a decrease of $638,736 or 31%, compared to $2,093,150 for the three months ended November 30, 2023.

Cost of Goods Sold

Our cost of goods sold for the three months ended November 30, 2024 was $2,389,2445, a decrease of $720,055, or 12%, compared to cost of goods sold of $3,025,595 for the three months ended November 30, 2023. The decrease in cost of goods sold for the three months ended November 30, 2024 was primarily due to a decrease in sales. Cost of goods sold was 57.4% of sales during the three months ended November 30, 2024 resulting in a gross margin of 42.6%. Cost of goods sold was 58.2% of sales during the three months ended November 30, 2023 resulting in a gross margin of 41.8%. Cost of goods sold during the second quarter of the 2025 fiscal year primarily consisted of product cost of $1,842,336, labor and overhead of $460,250, supplies and materials of $83,659, and licenses and fees of $3,000. Cost of goods sold during the second quarter of the 2024 fiscal year primarily consisted of product cost of $2,478,302, labor and overhead of $417,254, supplies and materials of $124,474, and licenses and fees of $8,475.

Selling, General and Administrative Expenses

Selling, general and administrative expenses, or SG&A, decreased by $511,819, or approximately 10%, to $2,095,099 during the three months ended November 30, 2024, compared to $2,606,918 for the three months ended November 30, 2023. The decrease in SG&A expenses for the three months ended November 30, 2024 was primarily due to our across-the-board cost-cutting efforts.

SG&A expense during the three months ended November 30, 2024 was primarily attributable to an aggregate of $1,579,192 in costs associated with operating the Oasis LLCs, a decrease of $625,926 compared to $2,205,118 during the three months ended November 30, 2023. The major components of the decrease were as follows: professional fees of $40,053 compared to $186,144; office and facilities expenses of $444,946 compared to $525,014; payroll and related costs of $1,102,732 compared to $1,170,765; sales and marketing costs of $96,709 compared to $103,048; travel of $63,274 compared to $131,426; insurance costs of $69,563 compared to $122,069; and taxes & licenses of $133,036 compared to $181,457. The amount of SG&A expenses allocated to cost of sales during the period also increased from $328,172 to $444,885, further reducing the net amount of SG&A expenses. There were no categories of SG&A expenses within the Oasis LLCs that increased during the period compared to the prior year.

Finally, SG&A increased by $114,108 during the three months ended November 30, 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 $401,800 from $515,908 during the three months ended November 30, 2023. The major component of this increase compared to the second quarter of fiscal 2025 was an increase professional fees in the amount of $95,732 related to our refinancing efforts.

Interest Expense, Net

Our interest expense was $295,715 for the three months ended November 30, 2024, a decrease of $115,126, or 13%, compared to $410,841 for the three months ended November 30, 2023. The decrease consisted primarily of a decrease in the amount of $128,498 related to interest on our notes and debentures due to decreased principal balances. This decrease was partially offset by an increase in the amortization of discounts on our notes payable in the amount of $20,741.

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Employee Retention Tax Credit

During the three months ended November 30, 2023, the Company received the amount of $50,103 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 current period.

Gain on settlement of debt

During the three months ended November 30, 2023, we recorded a gain on settlement of debt in the amount of $949,793 related to the payment of notes payable in the principal amount of $2,868,282 for a cash payment in the amount of $2,600,000. In addition, the noteholders returned for cancellation a total of 15,488,901 shares of the Company’s common stock and warrants to purchase 6,177,216 shares of the Company’s common stock. The cancelled shares were valued at the closing price of the Company’s common stock on the date of the cancellation, or $0.044 per share for a total value of $677,374. There was no comparable transaction in the prior period.

Provision for Income Taxes

We recorded a provision for income taxes in the amount of $468,778 during the three months ended November 30, 2024 compared to $456,040 during the three months ended November 30, 2023, an increase of $12,738 pr 1%. 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 November 30, 2024 was $87,671 compared to a net loss of $1,302,180 for the three months ended November 30, 2023, a decrease of $1,214,601, or 69%.

Non-Controlling Interest

During the three months ended November 30, 2024 and 2023, the income (loss) associated with the non-controlling interest in Kealii Okamalu was ($0) and ($92), 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 November 30, 2024 was $87,671 compared to a net loss of $1,302,272 for the three months ended November 30, 2023, a decrease of $1,214,601 or 48%.

Results of Operations for the Six Months Ended November 30, 2024 and 2023

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

	Six Months Ended			Six Months Ended
	November 30, 2024			November 30, 2023
Revenue		100	%		100	%
Cost of Goods Sold		57	%		58	%
Gross Margin		43	%		42	%
Selling, General, and Administrative Expenses		48	%		50	%

Interest expense		5	%		8	%
Provision for Income Tax		11	%		8	%

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

	Six Months Ended		Six Months Ended
	November 30, 2024		November 30, 2023
Number of Customers Served (Dispensary)		123,409		140,152
Revenue	$	8,966,435	$	10,311,741
Gross Profit	$	3,820,294	$	4,445,545
Selling, General, and Administrative Expenses	$	4,279,932	$	5,336,818

Revenues

We had revenue of $8,966,435 during the six months ended November 30, 2024, a decrease of $1,345,306, or 13%, compared to revenue of $10,311,741 during the six months ended November 30, 2023. Our cannabis dispensary accounted for $5,773,932, or 64%, of our revenue for the six months ended November 30, 2024, a decrease of $638,674, or 10%, compared to $6,412,606 during the six months ended November 30, 2023. Dispensary revenue decreased during the second quarter of fiscal year 2025 because our average sales per day decreased from $35,042 during the second quarter of fiscal year 2024 to $31,552 during the second quarter of fiscal year 2025. Our cannabis production accounted for $3,192,503, or 35%, of our revenue for the six months ended November 30, 2024, a decrease of $706,632 or 18%, compared to $3,899,135 for the six months ended November 30, 2023.

Cost of Goods Sold

Our cost of goods sold for the six months ended November 30, 2024 was $5,146,141, a decrease of $720,055, or 12%, compared to cost of goods sold of $5,866,196 for the six months ended November 30, 2023. The decrease in cost of goods sold for the six months ended November 30, 2024 was primarily due to a decrease in sales. Cost of goods sold was 57.4% of sales during the six months ended November 30, 2024 resulting in a gross margin of 42.6%. Cost of goods sold was 56.9% of sales during the six months ended November 30, 2023 resulting in a gross margin of 43.1%. Cost of goods sold during the second quarter of the 2025 fiscal year primarily consisted of product cost of $4,054,387, labor and overhead of $911,484, supplies and materials of $172,612, and licenses and fees of $7,658. Cost of goods sold during the second quarter of the 2024 fiscal year primarily consisted of product cost of $2,478,302, labor and overhead of $417,254, supplies and materials of $124,474, and licenses and fees of $8,475.

Selling, General and Administrative Expenses

Selling, general and administrative expenses, or SG&A, decreased by $1,056,886, or approximately 20%, to $4,279,932 during the six months ended November 30, 2024, compared to $5,336,818 for the six months ended November 30, 2023. The decrease in SG&A expenses for the six months ended November 30, 2024 was primarily due to our across-the-board cost-cutting efforts.

SG&A expense during the six months ended November 30, 2024 was primarily attributable to an aggregate of $3,280,715 in costs associated with operating the Oasis LLCs, a decrease of $1,130,283 compared to $4,410,998 during the six months ended November 30, 2023. The major components of the decrease were as follows: professional fees of $82,553 compared to $417,016; office and facilities expenses of $898,094 compared to $1,075,350; payroll and related costs of $2,215,895 compared to $2,342,484; sales and marketing costs of $173,165 compared to $218,509; travel of $153,320 compared to $231,796; insurance costs of $153,909 compared to $219,736; and taxes & licenses of $292,618 compared to $369,043. The amount of SG&A expenses allocated to cost of sales during the period also increased from $691,098 to $848,143, further reducing the net amount of SG&A expenses. There were no categories of SG&A expenses within the Oasis LLCs that increased during the period compared to the prior year.

Finally, SG&A increased by $73,397 during the six months ended November 30, 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 $999,218 from $925,821 during the six months ended November 30, 2023. The major component of this increase compared to the second quarter of fiscal 2025 was an increase professional fees in the amount of $129,394 related to our refinancing efforts.

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Interest Expense, Net

Our interest expense was $455,118 for the six months ended November 30, 2024, a decrease of $413,195, or 48%, compared to $868,313 for the six months ended November 30, 2023. The decrease consisted primarily of a decrease in the amount of $205,794 related to interest on our notes and debentures due to decreased principal balances; a decrease of $68,513 in interest in short-term financing; and a decrease of $131,680 in amortization of the discount on notes payable.

Employee Retention Tax Credit

During the six months ended November 30, 2024, the Company received the amount of $50,103 under the provisions of the extension of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) compared to $934,862 during the prior period, a decrease of $874,759 or 95%.

Gain on settlement of debt

During the six months ended November 30, 2024, we recorded a gain on settlement of debt in the amount of $949,793 related to the payment of notes payable in the principal amount of $2,868,282 for a cash payment in the amount of $2,600,000. In addition, the noteholders returned for cancellation a total of 15,488,901 shares of the Company’s common stock and warrants to purchase 6,177,216 shares of the Company’s common stock. The cancelled shares were valued at the closing price of the Company’s common stock on the date of the cancellation, or $0.044 per share for a total value of $677,374. There was no comparable transaction in the prior period.

Gain on settlement of accounts payable

During the six months ended November 30, 2023, 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 current period.

Provision for Income Taxes

We recorded a provision for income taxes in the amount of $993,674 during the six months ended November 30, 2024 compared to $933,564 during the six months ended November 30, 2023, an increase of $60,110 or 6%. 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 six months ended November 30, 2024 was $908,534 compared to a net loss of $1,763,913 for the six months ended November 30, 2023, a decrease of $857,579, or 49%.

Non-Controlling Interest

During the six months ended November 30, 2024 and 2023, the income (loss) associated with the non-controlling interest in Kealii Okamalu was ($0) and ($2,200), 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 six months ended November 30, 2024 was $908,534 compared to a net loss of $1,766,113 for the six months ended November 30, 2023, a decrease of $857,579 or 49%.

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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 November 30, 2024			Three Months Ended November 30, 2023
Net Loss attributable to CLS Holdings, Inc.	$	(87,671	)	$	(1,302,272	)
Add:
Interest expense, net		295,715			410,841
Provision for taxes		468,778			456,040
Depreciation and amortization		122,043			165,874
EBITDA (1)	$	798,865		$	269,517
Less non-recurring gains and losses:
Gain on settlement of debt	$	(949,793	)	$	-
Employee retention tax credit		(50,103	)		-
Adjusted EBITDA (2)	$	(201,031	)	$	269,517

	Six Months Ended November 30, 2024			Six Months Ended November 30, 2023
Net Loss attributable to CLS Holdings, Inc.	$	(908,834	)	$	(1,766,113	)
Add:
Interest expense, net		455,118			868,313
Provision for taxes		993,674			933,564
Depreciation and amortization		256,530			332,748
EBITDA (1)	$	796,788		$	368,512
Less non-recurring gains and losses:
Gain on settlement of debt	$	(949,793	)	$	-
Gain on settlement of accounts payable		-			(4,375	)
Employee retention tax credit		(50,103	)		(924,862	)
Adjusted EBITDA (2)	$	(203,108	)	$	(560,725	)

	(1)	Net loss plus interest, taxes, depreciation, and amortization.
	(2)	EBITDA adjusted for non-recurring gains, losses, and impairments.

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Liquidity and Capital Resources

Since our inception we have funded our operations and capital spending primarily through the issuance of debt and common stock. At November 30, 2024, we had cash of $592,584 and a working capital deficit of $13,116,227; at January 8, 2025, we had cash of $1,864,918. We generated cash flow from operating activities of $468,336 for the six months ended November 30, 2024, compared to $1,004,631 for the six months ended November 30, 2023. As of November 30, 2024, we had an accumulated deficit of $114,275,584. The Company’s auditors have included a going concern qualification in their audit report for the years ended May 31, 2024 and 2023.

During the past two years, we have been involved in a focused effort to reduce our debt burden through a combination of settlements, restructurings, principal payments, and conversions of debt to common stock. The following table illustrates the results of these efforts:

Principal balance of debt:

	November 30, 2024		August 31, 2024		May 31, 2024		May 31, 2023		May 31, 2022
Convertible notes payable including related party	$	1,661,326	$	3,985,481	$	4,001,431	$	7,606,102	$	19,448,821
Current portion	$	126,043	$	375,025	$	302,005	$	3,853,051	$	9,448,821

Notes Payable and Debentures	$	163,600	$	704,830	$	741,052	$	3,472,661	$	4,375,000
Current portion	$	128,898	$	125,107	$	139,345	$	1,439,584	$	-

Notes Payable, Related Party	$	2,180,484	$	2,254,750	$	2,067,023	$	-	$	-
Current portion	$	1,514,362	$	1,415,392	$	988,472	$	-	$	-

Total	$	4,005,410	$	6,945,061	$	6,809,506	$	11,981,102	$	23,823,821
Current portion	$	1,769,303	$	1,915,524	$	1,429,822	$	5,292,635	$	19,448,821

We intend to continue these efforts to further reduce our debt burden in the coming year. During the six months ended November 30, 2024, we raised $2,600,000 from the issuance of a note payable to a related party; $2,200,000 of this amount was converted to 56,847,545 shares of common stock during the period, and $400,000 remains on the balance sheet as a note payable at November 30, 2024. The $2,600,000 was used to retire debt in the aggregate principal amount of $2,868,282 in September 2024. We believe we have resources in place with existing and prospective lenders to continue to reduce our debt burden, though there can be no guarantee that this will be the case.

Our working capital deficit is due primarily to accruals for taxes payable under Section 280E of the Internal Revenue Code in the amount of $9,888,537 and $8,899,863 at November 30, 2024. It is the Company’s position that these taxes will not ultimately be owed. Removing this amount from the calculation of net working capital results in a working capital deficit of $3,227,690 at November 30, 2024.

The Company continues to generate positive cash flow from operating activities, which were $468,336 for the six months ended November 30, 2024 compared to $1,004,631 for the six months ended November 30, 2023. We intend to continue to focus on operational activities in order to further improve our cash flow.

We have one potential capital expenditure project planned for fiscal 2025, which is our proposed 3,700 square foot cannabis consumption lounge and 300 square foot outdoor patio area to be attached to the Oasis dispensary. We expect this project to require a capital expenditure in the range of $500,000 to $1,000,000, depending upon various buildout decisions.

We believe the resources are available to execute our business plan in the coming year from existing and prospective investors and from internally generated cash flow, though there is no guarantee 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 $114,275,584 as of November 30, 2024, compared to $113,367,050 as of May 31, 2024. We had a working capital deficit of $13,116,227 as of November 30, 2024, compared to a working capital deficit of $10,928,252 as of May 31, 2024. The report of our independent auditors for the year ended May 31, 2024 contained a going concern qualification.

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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.

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 August 2020, the FASB issued ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40)”. This ASU reduces the number of accounting models for convertible debt instruments and convertible Preferred Stock. As well as amend the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. In addition, this ASU improves and amends the related EPS guidance. This standard is effective for us on June 1, 2024, including interim periods within such fiscal year. Adoption is either a modified retrospective method or a fully retrospective method of transition. We do not expect the implementation of this standard to have a material effect on our consolidated financial statements.

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.

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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.

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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.

None.

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)

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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: January 10, 2025	By:	/s/ Andrew Glashow
		Andrew Glashow Chairman of the Board of Directors and Chief Executive Officer
		(Principal Executive, Financial and Accounting Officer)

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EXHIBIT 31.1

CERTIFICATION BY THE PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Andrew Glashow, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of CLS Holdings USA, Inc.

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. As the registrant’s certifying officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control for financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant is made known to me by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. As the registrant’s certifying officer, I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


January 10, 2025		/s/ Andrew Glashow
		Andrew Glashow Chairman of the Board of Directors and Chief Executive Officer
		(Principal Executive, Financial and Accounting Officer)

EXHIBIT 32.1

Certification by the Principal Financial Officer Pursuant to

18 U.S.C. Section 1350,

as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

I, Andrew Glashow, certify pursuant to 18 U. S. C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the Quarterly Report on Form 10-Q of CLS Holdings USA, Inc. (the “Company”) for the quarter ended November 30, 2024 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date: January 10, 2025		/s/ Andrew Glashow
		Andrew Glashow Chairman of the Board of Directors and Chief Executive Officer
		(Principal Executive, Financial and Accounting Officer)

A signed original copy of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Cover - shares	6 Months Ended
Cover - shares	Nov. 30, 2024	Jan. 08, 2025
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Amendment Flag	false
Document Period End Date	Nov. 30, 2024
Document Fiscal Year Focus	2025
Document Fiscal Period Focus	Q2
Entity Information [Line Items]
Entity Registrant Name	CLS HOLDINGS USA, INC.
Entity Central Index Key	0001522222
Entity File Number	000-55546
Entity Tax Identification Number	45-1352286
Entity Incorporation, State or Country Code	NV
Current Fiscal Year End Date	--05-31
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Contact Personnel [Line Items]
Entity Address, Address Line One	516 S. 4th Street
Entity Address, City or Town	Las Vegas
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89101
Entity Phone Fax Numbers [Line Items]
City Area Code	888
Local Phone Number	359-4666
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		164,734,517

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Nov. 30, 2024	May 31, 2024
Current assets
Cash and cash equivalents	$ 592,584	$ 600,007
Accounts Receivable	1,152,082	682,894
Inventory	1,805,661	1,968,573
Prepaid expenses and other current assets	39,934	49,309
Total current assets	3,590,261	3,300,783
Property, plant and equipment, net of accumulated depreciation of $3,572,740 and $3,318,550	2,184,815	2,423,553
Right of use assets, operating leases	1,385,830	1,475,351
Intangible assets, net of accumulated amortization of $351,824 and $348,015	8,327	9,978
Goodwill	557,896	557,896
Other assets	157,500	157,500
Total assets	7,884,629	7,925,061
Current liabilities
Accounts payable and accrued liabilities	4,400,037	3,356,059
Accrued interest	15,600	3,600
Due to related party	40,000	0
Lease liability - operating leases, current	484,601	443,467
Lease liability - financing leases, current	108,410	96,224
Taxes Payable	9,888,537	8,899,863
Convertible notes payable - current	126,043	302,005
Total current liabilities	16,706,488	14,229,035
Noncurrent liabilities
Lease liability - operating leases, non-current	1,188,793	1,318,644
Lease liability - financing leases, non-current	39,899	100,252
Convertible notes payable, non-current	1,535,283	3,699,426
Total Liabilities	20,171,287	20,833,859
Commitments and contingencies	0	0
Stockholder's deficit
Preferred stock, $0.001 par value; 5,000,000 shares authorized; no shares issued	0	0
Common stock, $0.0001 par value; 345,000,000 shares authorized; 164,734,517 and 124,500,873 shares issued and outstanding at November 30, 2024 and May 31, 2024, respectively	16,474	12,450
Additional paid-in capital	103,046,249	101,519,599
Common stock subscribed	65,702	65,702
Accumulated deficit	(114,275,584)	(113,367,050)
Stockholder's deficit attributable to CLS Holdings, Inc.	(11,147,159)	(11,769,299)
Non-controlling interest	(1,139,499)	(1,139,499)
Total stockholder's deficit	(12,286,658)	(12,908,798)
Total liabilities and stockholders' deficit	7,884,629	7,925,061
Nonrelated Party [Member]
Current liabilities
Notes payable, current	128,898	139,345
Convertible notes payable - current	126,043	302,005
Noncurrent liabilities
Notes payable, non-current	34,702	407,951
Convertible notes payable, non-current	1,535,283	3,699,426
Related Party [Member]
Current liabilities
Due to related party	40,000
Notes payable, current	1,514,362	988,472
Noncurrent liabilities
Notes payable, non-current	$ 666,122	$ 1,078,551

CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($)	Nov. 30, 2024	May 31, 2024
Statement of Financial Position [Abstract]
Property, plant and equipment, accumulated depreciation (in Dollars)	$ 3,572,740	$ 3,318,550
Intangible assets, accumulated amortization (in Dollars)	351,824	348,015
Notes payable, non-current, discount (in Dollars)	$ 0	$ 193,756
Preferred stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	345,000,000	345,000,000
Common stock, shares issued	164,734,517	124,500,873
Common stock, shares outstanding	164,734,517	124,500,873

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		6 Months Ended
	Nov. 30, 2024	Nov. 30, 2023	Nov. 30, 2024	Nov. 30, 2023
Income Statement [Abstract]
Revenue	$ 4,161,270	$ 5,197,214	$ 8,966,435	$ 10,311,741
Cost of goods sold	2,389,245	3,025,595	5,146,141	5,866,196
Gross margin	1,772,025	2,171,619	3,820,294	4,445,545
Selling, general and administrative expenses	2,095,099	2,606,918	4,279,932	5,336,818
Total operating expenses	2,095,099	2,606,918	4,279,932	5,336,818
Operating income (loss)	(323,074)	(435,299)	(459,638)	(891,273)
Other (income) expense:
Interest expense, net	295,715	410,841	455,118	868,313
Employee retention tax credit income	(50,103)	0	(50,103)	(924,862)
(Gain) on settlement of debt	(949,793)	0	(949,793)	0
(Gain) on settlement of accounts payable	0	0	0	(4,375)
Total other (income) expense	(704,181)	410,841	(544,778)	(60,924)
Income (Loss) before income taxes	381,107	(846,140)	85,140	(830,349)
Provision for income tax	(468,778)	(456,040)	(993,674)	(933,564)
Net loss	(87,671)	(1,302,180)	(908,534)	(1,763,913)
Non-controlling interest	0	(92)	0	(2,200)
Net loss attributable to CLS Holdings, Inc.	$ (87,671)	$ (1,302,272)	$ (908,534)	$ (1,766,113)
Net loss per share - basic (in Dollars per share)	$ 0	$ (0.02)	$ (0.01)	$ (0.02)
Net loss per share - diluted (in Dollars per share)	$ 0	$ (0.02)	$ (0.01)	$ (0.02)
Weighted average shares outstanding - basic (in Shares)	167,203,078	72,543,141	146,045,945	72,543,141
Weighted average shares outstanding - diluted (in Shares)	167,203,078	72,543,141	146,045,945	72,543,141

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Stock Payable [Member]	Retained Earnings [Member]	Noncontrolling Interest [Member]	Total
Balance at May. 31, 2023	$ 7,255	$ 96,147,784	$ 65,702	$ (108,879,446)	$ (1,141,867)	$ (13,800,572)
Balance (in Shares) at May. 31, 2023	72,543,141
Discount on convertible notes payable		62,400				62,400
Shares purchased from related party						0
Loss				(1,766,113)	2,200	(1,763,913)
Balance at Nov. 30, 2023	$ 7,255	96,210,184	65,702	(110,645,559)	(1,139,667)	(15,502,085)
Balance (in Shares) at Nov. 30, 2023	72,543,141
Balance at Aug. 31, 2023	$ 7,255	96,147,784	65,702	(109,343,287)	(1,139,759)	(14,262,305)
Balance (in Shares) at Aug. 31, 2023	72,543,141
Discount on convertible notes payable		62,400				62,400
Loss				(1,302,272)	92	(1,302,180)
Balance at Nov. 30, 2023	$ 7,255	96,210,184	65,702	(110,645,559)	(1,139,667)	(15,502,085)
Balance (in Shares) at Nov. 30, 2023	72,543,141
Balance at May. 31, 2024	$ 12,450	101,519,599	65,702	(113,367,050)	(1,139,499)	(12,908,798)
Balance (in Shares) at May. 31, 2024	124,500,873
Conversion of notes payable	$ 5,685	2,194,315				2,200,000
Conversion of notes payable (in Shares)	56,847,545
Shares purchased from related party	$ (112)	(39,888)				(40,000)
Shares purchased from related party (in Shares)	(1,125,000)
Shares and warrants cancelled in debt settlement	$ (1,549)	(679,961)				(681,510)
Shares and warrants cancelled in debt settlement (in Shares)	(15,488,901)
Amortization of employee stock options		52,184				52,184
Loss				(908,534)		(908,534)
Balance at Nov. 30, 2024	$ 16,474	103,046,249	65,702	(114,275,584)	(1,139,499)	(12,286,658)
Balance (in Shares) at Nov. 30, 2024	164,734,517
Balance at Aug. 31, 2024	$ 18,135	103,742,716	65,702	(114,187,913)	(1,139,499)	(11,500,859)
Balance (in Shares) at Aug. 31, 2024	181,348,418
Shares purchased from related party	$ (112)	(39,888)				(40,000)
Shares purchased from related party (in Shares)	(1,125,000)
Shares and warrants cancelled in debt settlement	$ (1,549)	(679,961)				(681,510)
Shares and warrants cancelled in debt settlement (in Shares)	(15,488,901)
Amortization of employee stock options		23,382				23,382
Loss				(87,671)		(87,671)
Balance at Nov. 30, 2024	$ 16,474	$ 103,046,249	$ 65,702	$ (114,275,584)	$ (1,139,499)	$ (12,286,658)
Balance (in Shares) at Nov. 30, 2024	164,734,517

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	6 Months Ended
	Nov. 30, 2024	Nov. 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$ (908,534)	$ (1,763,913)
Adjustments to reconcile net loss to net cash used in operating activities:
Share-based compensation	52,184	0
Amortization of debt discounts	193,756	335,999
Depreciation and amortization expense	256,530	332,748
Gain on settlement of accounts payable	0	(4,375)
Gain on settlement of debt	(949,793)	0
Bad debt expense	0	393
Changes in assets and liabilities:
Accounts receivable	(469,188)	(502,200)
Prepaid expenses and other current assets	9,375	78,765
Inventory	162,912	371,079
Right of use asset	209,922	186,424
Accounts payable and accrued expenses	1,043,978	1,000,336
Accrued interest	87,638	216,098
Deferred tax liability	988,674	933,564
Operating lease liability	(209,118)	(180,287)
Net cash used in operating activities	468,336	1,004,631
CASH FLOWS FROM INVESTING ACTIVITIES
Payments to purchase property, plant and equipment	(16,141)	(44,248)
Payment for construction security deposit	0	(58,175)
Net cash used in investing activities	(16,141)	(102,423)
CASH FLOWS FROM FINANCING ACTIVITIES
Cash received from the issuance of convertible notes payable	2,600,000	0
Cash received from issuance of note payable - related party	150,000	0
Principal payment on notes and cancellation of shares	(2,600,000)	0
Principal payments on convertible notes payable	(48,093)	(100,000)
Proceeds of loan payable	0	960,000
Repayments of loan payable	0	(481,943)
Principal payments on finance leases	(48,167)	(41,931)
Net cash used in financing activities	(459,618)	(140,958)
Net increase in cash and cash equivalents	(7,423)	761,250
Cash and cash equivalents at beginning of period	600,007	998,421
Cash and cash equivalents at end of period	592,584	1,759,671
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid	115,333	163,783
Income taxes paid	0	0
NONCASH INVESTING AND FINANCING ACTIVITIES:
Common stock issued for conversion of convertible notes payable	2,200,000	0
Capitalized interest	75,638	0
Initial ROU asset and lease liability - operating	120,401	224,899
Discount on convertible note payable	0	62,400
Cancellation of shares held by related party	40,000	0
Nonrelated Party [Member]
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on notes payable	(76,819)	(477,084)
Related Party [Member]
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on notes payable	$ (436,539)	$ 0

Nature of Business and Significant Accounting Policies

6 Months Ended

Nov. 30, 2024

Accounting Policies [Abstract]

Significant Accounting Policies [Text Block]

Note 1: Nature of Business and Significant Accounting Policies

Basis of Presentation

Principals of Consolidation

Nature of Business

Use of Estimates

Reclassification

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

Cash, Cash Equivalents, and Restricted Cash

Allowance for Doubtful Accounts

Inventory

Property, Plant and Equipment

	Years
Office equipment		3 to 5
Furniture & fixtures		3 to 7
Machinery & equipment		3 to 10
Leasehold improvements	Term of lease

Long-Lived Assets

Employee Retention Tax Credit

Comprehensive Income

Non-Controlling Interests

Variable Interest Entities

Concentrations of Credit Risk

Advertising and Marketing Costs

Research and Development

Fair Value of Financial Instruments

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

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

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

Revenue Recognition

	●	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

Disaggregation of Revenue

The following table represents a disaggregation of revenue for the three and six months ended November 30, 2024 and 2023:

	For the Three		For the Three
	Months Ended		Months Ended
	November 30, 2024		November 30, 2023
Cannabis Dispensary		2,706,856		3,104,064
Cannabis Production		1,454,414		2,093,150
	$	4,161,270	$	5,197,214

	For the Six		For the Six
	Months Ended		Months Ended
	November 30, 2024		November 30, 2023
Cannabis Dispensary		5,773,932		6,412,606
Cannabis Production		3,192,503		3,899,135
	$	8,966,435	$	10,311,741

Basic and Diluted Earnings or Loss Per Share

Income Taxes

Commitments and Contingencies

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

Recent Accounting Pronouncements

Going Concern

6 Months Ended

Nov. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Substantial Doubt about Going Concern [Text Block]

Note 2: Going Concern

Accounts Receivable

6 Months Ended

Nov. 30, 2024

Receivables [Abstract]

Loans, Notes, Trade and Other Receivables Disclosure [Text Block]

Note 3: Accounts Receivable

Inventory

6 Months Ended

Nov. 30, 2024

Inventory Disclosure [Abstract]

Inventory Disclosure [Text Block]

Note 4: Inventory

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

	November 30,		May 31,
	2024		2024
Raw materials	$	287,064	$	386,803
Finished goods		1,518,597		1,581,770
Total	$	1,805,661	$	1,968,573

Prepaid Expenses and Other Current Assets

6 Months Ended

Nov. 30, 2024

Disclosure Text Block Supplement [Abstract]

Other Current Assets [Text Block]

Note 5: Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following at November 30, 2024 and May 31, 2024:

	November 30,		May 31,
	2024		2024
Prepaid license fees		7,000		14,659
Other prepaid expenses		32,934		34,650
Total	$	39,934	$	49,309

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.

Property, Plant and Equipment

6 Months Ended

Nov. 30, 2024

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment Disclosure [Text Block]

Note 6: Property, Plant and Equipment

Property, plant and equipment consisted of the following at November 30, 2024 and May 31, 2024:

	November 30, 2024			May 31, 2024
Office equipment	$	163,126		$	163,126
Furniture and fixtures		149,478			148,358
Machinery & Equipment		2,522,795			2,519,455
Leasehold improvements		2,922,156			2,911,164
Less: accumulated depreciation		(3,572,740	)		(3,318,550	)
Property, plant, and equipment, net	$	2,184,815		$	2,423,553

The Company made payments in the amounts of $16,141 and $44,248 for property and equipment during the six months ended November 30, 2024 and 2023, respectively.

Right of Use Assets and Liabilities – Operating Leases

6 Months Ended

Nov. 30, 2024

Disclosure Text Block [Abstract]

Lessee, Operating Leases [Text Block]

Note 7: 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 has recorded total right of use assets of $4,384,520 and liabilities in the amount of $4,341,120 through November 30, 2024.

Right of use assets – operating leases are summarized below:

	November 30, 2024
Amount at inception of leases	$	4,504,921
Amount amortized		(2,913,203	)
Prior Period Impairment of Quinn River Lease		(205,888	)
Balance – November 30, 2024	$	1,385,830

Operating lease liabilities are summarized below:

Amount at inception of leases	$	4,461,521
Amount amortized		(2,788,127	)
Balance – November 30, 2024	$	1,673,394

Warehouse and offices	$	1,463,997
Land		205,888
Office equipment		3,509
Balance – November 30, 2024	$	1,673,394

Lease liability	$	1,673,394
Less: current portion		(484,601	)
Lease liability, non-current	$	1,188,793

Maturity analysis under these lease agreements is as follows:

Twelve months ended November 30, 2025	$	676,970
Twelve months ended November 30, 2026		395,348
Twelve months ended November 30, 2027		321,828
Twelve months ended November 30, 2028		322,329
Twelve months ended November 30, 2029		263,561
Thereafter		155,779
Total	$	2,135,815
Less: Present value discount		(462,421	)
Lease liability	$	1,673,394

Intangible Assets

6 Months Ended

Nov. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets Disclosure [Text Block]

Note 8: Intangible Assets

Intangible assets consisted of the following at November 30, 2024 and May 31, 2024:

	November 30, 2024
			Accumulated
	Gross		Amortization			Impairment		Net
License & Customer Relations	$	110,000	$	(110,000	)		-		-
Tradenames - Trademarks		222,000		(222,000	)		-		-
Domain Names		28,151		(19,824	)		-		8,327
Total	$	357,993	$	(351,824	)		-	$	8,327

	May 31, 2024
			Accumulated
	Gross		Amortization			Impairment		Net
License & Customer Relations		110,000		(110,000	)		-		-
Tradenames - Trademarks		222,000		(222,000	)		-		-
Domain Names		25,993		(16,015	)		-		9,978
Total	$	357,993	$	(348,015	)	$	-	$	9,978

Remaining amortization expense for intangible assets as of November 30, 2024 is as follows:

2025	$	2,478
2026		3,304
2027		2,545
	$	8,327

Goodwill

6 Months Ended

Nov. 30, 2024

Disclosure Text Block Supplement [Abstract]

Goodwill Disclosure [Text Block]

Note 9: Goodwill

Goodwill in the amount of $557,896 is carried on the Company’s balance sheet at November 30, 2024 and May 31, 2024 in connection with the acquisition of Alternative Solutions on June 27, 2018.

Goodwill Impairment Test

Other Assets

6 Months Ended

Nov. 30, 2024

Disclosure Text Block Supplement [Abstract]

Other Assets Disclosure [Text Block]

Note 10: Other Assets

Other assets included the following as of November 30, 2024 and May 31, 2024:

	November 30,		May 31,
	2024		2024
Security deposits		157,500		157,500
	$	157,500	$	157,500

Accounts Payable and Accrued Liabilities

6 Months Ended

Nov. 30, 2024

Payables and Accruals [Abstract]

Accounts Payable and Accrued Liabilities Disclosure [Text Block]

Note 11: Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities consisted of the following at November 30, 2024 and May 31, 2024:

	November 30, 2024		May 31, 2024
Trade accounts payable	$	3,708,509	$	2,508,769
Accrued payroll and payroll taxes		313,275		313,296
Accrued liabilities		378,253		533,994
Total	$	4,400,037	$	3,356,059

Due to Related Party

6 Months Ended

Nov. 30, 2024

Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract]

Other Liabilities Disclosure [Text Block]

Note 12: Due to Related Party

Notes Payable

6 Months Ended

Nov. 30, 2024

Notes Payable [Line Items]

Debt Disclosure [Text Block]

Note 13: Notes Payable

November 30, 2024

May 31, 2024

Debenture 2

17,917

	November 30, 2024		May 31, 2024
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. The Company recorded an original issue discount in the amount of $375,000 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 $402,370 was recognized in connection with this transaction, and a discount in the amount of $209,783 was recorded. During the three months and six ended November 30, 2024, the Company amortized discounts in the amount of $183,263 and $193,560, respectively, on Debenture 6. During the three and six months ended November 30, 2024, the Company capitalized interest in the amount of $10,708 on Debenture 6. During the three months and six ended November 30, 2024, the Company made principal payments in the amount of $511,340 on Debenture 6 (see note 17). At November 30, 2024, all amounts due under Debenture 6 have been paid in full.		-		500,632

Promissory Note 6 (“PN 6”) PN6 in the principal amount of $250,000 (the “PN6”) 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 six months ended November 30, 2024, the Company made principal payments in the amount of $29,890 and $58,902, respectively, on PN6. During the three and six months ended November 30, 2024, the Company made interest payments on PN6 in the amount of $5,508 and $11,895, respectively.		163,600		222,502
Notes Payable	$	163,600	$	741,052
Less: Discount		-		(193,756	)
Notes Payable, Net of Discount	$	163,600	$	547,296

	November 30, 2024		May 31, 2024
Total Notes Payable, Current Portion	$	128,898	$	139,345
Total Notes Payable, Long-term Portion, net of discount	$	34,702	$	407,951

Related Party [Member]

Notes Payable [Line Items]

Debt Disclosure [Text Block]

Note 15: Notes Payable – Related Party

	November 30, 2024		May 31, 2024
Promissory Note 1 (“APN1”) PN1 Debenture in the principal amount of $475,000 (the “PN1”) 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 six months ended November 30, 2024, the Company made principal payments on the PN1 in the amount of $36,142 and $71,221, respectively. During the three and six months ended November 30, 2024, the Company made interest payments on the PN1 in the amount of $11,610 and $24,284, respectively.	$	362,840	$	434,061

Promissory Note 2 (“PN2”) PN2 in the principal amount of $465,000 (the “PN2”) dated January 2, 2024, which bears interest at the 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 six months ended November 30, 2024, the Company made principal payments on the PN2 in the amount of $35,382 and $69,722, respectively. During the three and six months ended November 30, 2024, the Company made interest payments on the PN2 in the amount of $11,366 and $23,773, respectively.		355,201		424,923

Promissory Note 3 (“PN3”) PN3 in the principal amount of $450,000 (the “PN3”) dated February 22, 2024, which bears interest at the 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 six months ended November 30, 2024, the Company made principal payments on the PN3 in the amount of $53,802 and $106,023, respectively. During the three and six months ended November 30, 2024, the Company made interest payments on the PN3 in the amount of $9,914 and $21,410, respectively.		294,480		400,503

Promissory Note 4 (“PN4”) PN4 in the principal amount of $300,000 (the “PN4”) dated February 22, 2024, which bears interest at the 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 six months ended November 30, 2024, the Company made principal payments on the PN4 in the amount of $35,868 and $70,682, respectively. During the three and six months ended November 30, 2024, the Company made interest payments on the PN4 in the amount of $6,609 and $14,274, respectively.		196,320		267,002

Promissory Note 5 (“PN5”) PN5 in the principal amount of $350,000 (the “PN5”) dated February 22, 2024, which bears interest at the 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 six months ended November 30, 2024, the Company made principal payments on the PN5 in the amount of $41,487 and $82,463, respectively. During the three and six months ended November 30, 2024, the Company made interest payments on the PN5 in the amount of $7,711 and $16,653, respectively.		229,040		311,503

Promissory Note 7 (“PN7”) PN7 in the principal amount of $100,000 (the “PN7”) dated March 6, 2024, which bears interest at the rate of 12% per annum. Interest only payments are due quarterly in the amount of $3,500 for four quarters beginning March 29, 2024. The loan is due on February 28, 2025. During the three and six months ended November 30, 2024, the Company made principal payments on PN7 in the amount of $0. During the three and six months ended November 30, 2024, the Company made interest payments on the PN7 in the amount of $3,500 and $7,000, respectively.		100,000		100,000

Promissory Note 8 (“PN8”) PN8 in the principal amount of $134,000 (the “PN8”) dated April 30, 2024, which bears interest at the rate of 12% per annum. Principal and interest payments are due monthly for 24 months in the amount $6,308 beginning May 31, 2024. During the three and six months ended November 30, 2024, the Company made principal payments on the PN8 in the amount of $15,664 and $30,867, respectively. During the three and six months ended November 30, 2024, the Company made interest payments on the PN8 in the amount of $3,529 and $6,979, respectively.		98,164		129,031

	November 30, 2024		May 31, 2024
Promissory Note 9 (“PN9”) PN9 in the principal amount of $2,600,000 (the “PN9”) dated August 28, 2024. Principal in the amount of $2,200,000 automatically converted into 56,847,545 shares of the Company’s common stock on August 30,2024; the remaining principal in the amount of $400,000 bears interest at the rate of 12% per annum and is due on August 28, 2025. The conversion of the $2,200,000 in principal was at the market price per share of $0.0387 on the date of the note, and no gain or loss was recognized on this transaction. See note 17. No interest was accrued on this note during the three months ended November 30, 2024. During the three and six months ended November 30, 2024, the Company accrued interest on the PN9 in the amount of $12,000.		400,000		-

Promissory Note 10 (“PN10”) PN10 in the principal amount of $150,000 (the “PN10”) dated October 15, 2024, which bears interest at the rate of 12% per annum. Principal and interest payments are due monthly for 24 months in the amount $7,061 beginning November 30, 2024. During the three and six months ended November 30, 2024, the Company made principal payments on the PN10 in the amount of $5,561. During the three and six months ended November 30, 2024, the Company made interest payments on the PN10 in the amount of $1,500.		144,439		-

Total	$	2,180,484	$	2,067,023

	November 30, 2024		May 31, 2024
Total Notes Payable – Related Party, Current Portion	$	1,514,362	$	988,472
Total Notes Payable – Related Party, Long Term Portion	$	666,122	$	1,078,551

Aggregate maturities of notes payable, convertible notes payable, and notes payable – related parties as of November 30, 2024 are as follows:

For the twelve months ended November 30,

2025	$	1,769,303
2026		866,804
2027		309,042
2028		1,060,261
Total	$	4,005,410

Convertible Notes Payable

6 Months Ended

Nov. 30, 2024

Debt Disclosure [Abstract]

Long-Term Debt [Text Block]

Note 14: Convertible Notes Payable

November 30, 2024

May 31, 2024

US Convertible Debenture 2 (Navy Capital Green Fund)

481,005

November 30, 2024

May 31, 2024

Canaccord Debentures

1,661,326

1,596,396

	November 30, 2024		May 31, 2024
US Convertible Debenture 1 (Navy Capital Green Co-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 $1,376,083 was charged to operations in connection with this transaction. During the three and six months ended November 30, 2024, the Company made principal payments in the amount of $1,885,556 and $1,924,030, respectively, on the U.S. Convertible Debenture 1 (see note 17). During the three and six months ended November 30, 2024, the Company made interest payments in the amount of $25,226 on the U.S. Convertible Debenture 1. At November 30, 2024, all amounts due under U.S. Convertible Debenture 1 have been paid in full.		-		1,924,030

Total Convertible Notes Payable	$	1,661,326	$	4,001,431

	November 30, 2024		May 31, 2024
Total – Convertible Notes Payable, Current Portion	$	126,043	$	302,005
Total – Convertible Notes Payable, Long-term Portion	$	1,535,283	$	3,699,426

Lease Liabilities - Financing Leases

6 Months Ended

Nov. 30, 2024

Disclosure Text Block [Abstract]

Lessee, Finance Leases [Text Block]

Note 16: Lease Liabilities - Financing Leases

	November 30, 2024		May 31, 2024
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 and six months ended November 30, 2024, the Company made principal payments on this lease obligation in the amounts of $23,168 and $47,266, respectively. During the three and six months ended November 30, 2024, the Company made interest payments on this lease obligation in the amounts of $6,421 and $13,772, respectively.	$	145,851	$	193,117

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 and six months ended November 30, 2024, the Company made principal payments on this lease obligation in the amounts of $456 and $901, respectively. During the three and six months ended November 30, 2024, the Company made interest payments on this lease obligation in the amounts of $69 and $149, respectively.	$	2,458		3,359

Total	$	148,309	$	196,476

Current portion	$	108,410	$	96,224
Long-term maturities		39,899		100,252
Total	$	148,309	$	196,476

Aggregate maturities of lease liabilities – financing leases as of November 30, 2024 are as follows:

For the period ended November 30,

2025	$	108,410
2026		39,899
Total	$	148,309

Stockholders’ Equity

6 Months Ended

Nov. 30, 2024

Stockholders' Equity Note [Abstract]

Equity [Text Block]

Note 17: Stockholders’ Equity

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.

Common stock transactions for the six months ended November 30, 2024

On November 1, 2024, the Company acquired and cancelled 1,125,000 shares of common stock from a board member at a cost of $40,000. These shares were valued at $0.0557 per shares, which was the closing price on the date of the cancellation; the amount of $22,663 was charged to additional paid-in capital on this related party transaction. The purchase price of $40,000 was unpaid at November 30, 2024. (see note 12)

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

None.

Warrants

Warrants for the six months ended November 30, 2024:

The following table summarizes the significant terms of warrants outstanding at November 30, 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		14,549,685		1.12	$	0.40		14,549,685	$	0.40
			14,549,685		1.12	$	0.40		14,549,685	$	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, 2023		21,181,449		$	0.40
Granted		-		$	-
Exercised		-		$	-
Cancelled / Expired		(454,548	)	$	0.41
Warrants outstanding at May 31, 2024		20,726,901		$	0.40
Granted
Exercised		-		$	-
Cancelled / Expired		(6,177,216	)	$	0.40
Warrants outstanding at November 30, 2024		14,549,685		$	0.40

Stock Options

Stock options for the six months ended November 30, 2024

During the six months ended November 30, 2024, 41,667 options issued to the Company’s previous Chief Science Officer expired.

The following table summarizes the significant terms of options outstanding at November 30, 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

8,000,000

9.15

0.039

2,520,832

0.039

Transactions involving options are summarized as follows.

	Number of Shares			Weighted Average Exercise Price
Options outstanding at May 31, 2024		8,041,667		$	0.039
Granted		-		$	-
Exercised		-		$	-
Cancelled / Expired		(41,667	)	$	-
Options outstanding at November 30, 2024		8,000,000		$	0.039

The Company valued options using the Black-Scholes valuation model utilizing the following variables during the six months ended November 30, 2024:

	November 30,
	2024
Volatility		269.44	%
Dividends	$	-
Risk-free interest rates		3.8	%
Expected term (years)		5.00

Stock options for the three months ended November 30, 2023

None.

Gain on Settlement of Debt

6 Months Ended

Nov. 30, 2024

Gain On Settlement Of Debt Abstract

Gain on Settlement of Debt [Text Block]

Note 18: Gain on Settlement of Debt

The Company valued the warrants using the Black-Scholes valuation model utilizing the following variables during the six months ended November 30, 2024:

	November 30,
	2024
Volatility		104.68	%
Dividends	$	-
Risk-free interest rates		4.36	%
Expected term (years)		1.05

Related Party Transactions

6 Months Ended

Nov. 30, 2024

Note 19: Related Party Transactions

As of November 30, 2024 and May 31, 2024, 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.

The Company’s CEO has waived his board fees for the period.

On November 1, 2024, the Company acquired and cancelled 1,125,000 shares of common stock from a board member at a cost of $40,000. These shares were valued at $0.0557 per shares, which was the closing price on the date of the cancellation. The amount of $22,663 was charged to additional paid-in capital on this transaction. The purchase price of $40,000 had not been paid at November 30, 2024.

At November 30, 2024, there are nine related party notes outstanding with a total principal amount of $2,180,484. See note 15.

Income Taxes

6 Months Ended

Nov. 30, 2024

Income Tax Disclosure [Abstract]

Income Tax Disclosure [Text Block]

Note 20: Income Taxes

The following table summarizes the Company’s income tax accrued for the three months ended November 30, 2024 and 2023:

The components of the income tax provision include:

	Three Months Ended November 30,
	2024			2023
Revenue	$	4,161,270		$	5,197,214
Directly attributable costs		(1,928,995	)		(3,025,595	)
Deferred		2,232,275			2,171,619
Tax rate		21	%		21	%
Tax expense	$	468,778		$	456,040

	Six Months Ended November 30,
	2024			2023
Revenue	$	8,966,435		$	10,311,741
Directly attributable costs		(4,234,657	)		(5,866,196	)
Deferred		4,731,778			4,445,545
Tax rate		21	%		21	%
Tax expense	$	993,674		$	933,564

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.

Commitments and Contingencies

6 Months Ended

Nov. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies Disclosure [Text Block]

Note 21: Commitments and Contingencies

Legal Matters

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 November 30, 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 November 30, 2024. The monthly rent increased on September 1, 2022 to $2,084. Effective September 1, 2024, the monthly rent was increased to $2,310, and the term of the lease was extended to November 30, 2029.

	●	A lease that commenced January 2018 for 1,000 square feet of storefront space plus 5,900 square feet of warehouse space located at 1800 Industrial Road, Suites 102, 160, and 180, Las Vegas, NV 89102, for a term of five years and for initial base rent of $7,500 per month, with annual increases of 3%. In February 2020, this lease was extended to February 28, 2030 and the monthly rent was increased by $600. At November 30, 2024, the monthly rent on this lease was $10,679.

	●	A lease that commenced in February 2019 for 2,504 square feet of office space located at 1800 Industrial Road, Suite 100, Las Vegas, NV 89102 for a term of eighteen months and for initial rent of $3,210 per month, with annual increases of 4%. In February 2020, this lease was extended to February 28, 2030, and the lease was modified to include annual rent increases of 3%. At November 30, 2024, the monthly rent on this lease was $3,758.

	●	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. 4^th 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.

Subsequent Events

6 Months Ended

Nov. 30, 2024

Subsequent Events [Abstract]

Subsequent Events [Text Block]

Note 22: Subsequent Events

Termination of Chief Operating Officer

On December 17, 2024, the Company terminated the employment of Joseph Ramalho, its Chief Operating Officer.

Amendments to Convertible Debentures

On December 27, 2024, the Company executed a Supplemental Indenture to amend that certain debenture indenture by and between the Company and Odyssey Trust Company, as Trustee, dated as of December 12, 2018, as supplemented March 31, 2021, as supplemented September 15, 2022, and as supplemented December 28, 2023 (collectively, the “Debenture Indenture”), in order to amended the terms of its outstanding $1,378,778 principal amount unsecured convertible debentures (the “December Debentures”) issued December 12, 2018 to provide the Company an option to redeem all outstanding December Debentures in cash at a redemption price equal to $600 per $1,000 principal amount of December Debentures; any accrued but unpaid interest through to and including the redemption date shall not be paid and shall be cancelled. See note 14.

Secured Promissory Notes

Pay vs Performance Disclosure - USD ($)	3 Months Ended		6 Months Ended
Pay vs Performance Disclosure - USD ($)	Nov. 30, 2024	Nov. 30, 2023	Nov. 30, 2024	Nov. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (87,671)	$ (1,302,272)	$ (908,534)	$ (1,766,113)

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Nov. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Accounting Policies, by Policy (Policies)

6 Months Ended

Nov. 30, 2024

Accounting Policies [Abstract]

Basis of Accounting, Policy [Policy Text Block]

Basis of Presentation

Consolidation, Policy [Policy Text Block]

Principals of Consolidation

Use of Estimates, Policy [Policy Text Block]

Use of Estimates

Reclassification, Comparability Adjustment [Policy Text Block]

Reclassification

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

Cash and Cash Equivalents, Policy [Policy Text Block]

Cash, Cash Equivalents, and Restricted Cash

Accounts Receivable [Policy Text Block]

Allowance for Doubtful Accounts

Inventory, Policy [Policy Text Block]

Inventory

Property, Plant and Equipment, Policy [Policy Text Block]

Property, Plant and Equipment

	Years
Office equipment		3 to 5
Furniture & fixtures		3 to 7
Machinery & equipment		3 to 10
Leasehold improvements	Term of lease

Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block]

Long-Lived Assets

Employee Retention Tax Credit , Policy [Policy Text Block]

Employee Retention Tax Credit

Comprehensive Income, Policy [Policy Text Block]

Comprehensive Income

Consolidation, Subsidiaries or Other Investments, Consolidated Entities, Policy [Policy Text Block]

Non-Controlling Interests

Consolidation, Variable Interest Entity, Policy [Policy Text Block]

Variable Interest Entities

Concentration Risk, Credit Risk, Policy [Policy Text Block]

Concentrations of Credit Risk

Advertising Cost [Policy Text Block]

Advertising and Marketing Costs

Research and Development Expense, Policy [Policy Text Block]

Research and Development

Fair Value of Financial Instruments, Policy [Policy Text Block]

Fair Value of Financial Instruments

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

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

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

Revenue [Policy Text Block]

Revenue Recognition

	●	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

Long-Duration Contracts Revenue Recognition, Policy [Policy Text Block]

Disaggregation of Revenue

The following table represents a disaggregation of revenue for the three and six months ended November 30, 2024 and 2023:

	For the Three		For the Three
	Months Ended		Months Ended
	November 30, 2024		November 30, 2023
Cannabis Dispensary		2,706,856		3,104,064
Cannabis Production		1,454,414		2,093,150
	$	4,161,270	$	5,197,214

	For the Six		For the Six
	Months Ended		Months Ended
	November 30, 2024		November 30, 2023
Cannabis Dispensary		5,773,932		6,412,606
Cannabis Production		3,192,503		3,899,135
	$	8,966,435	$	10,311,741

Earnings Per Share, Policy [Policy Text Block]

Basic and Diluted Earnings or Loss Per Share

Income Tax, Policy [Policy Text Block]

Income Taxes

Commitments and Contingencies, Policy [Policy Text Block]

Commitments and Contingencies

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

New Accounting Pronouncements, Policy [Policy Text Block]

Recent Accounting Pronouncements

Nature of Business and Significant Accounting Policies (Tables)

6 Months Ended

Nov. 30, 2024

Nature of Business and Significant Accounting Policies (Tables) [Line Items]

Property, Plant and Equipment [Table Text Block]

Property, plant and equipment consisted of the following at November 30, 2024 and May 31, 2024:

	November 30, 2024			May 31, 2024
Office equipment	$	163,126		$	163,126
Furniture and fixtures		149,478			148,358
Machinery & Equipment		2,522,795			2,519,455
Leasehold improvements		2,922,156			2,911,164
Less: accumulated depreciation		(3,572,740	)		(3,318,550	)
Property, plant, and equipment, net	$	2,184,815		$	2,423,553

Disaggregation of Revenue [Table Text Block]

The following table represents a disaggregation of revenue for the three and six months ended November 30, 2024 and 2023:

	For the Three		For the Three
	Months Ended		Months Ended
	November 30, 2024		November 30, 2023
Cannabis Dispensary		2,706,856		3,104,064
Cannabis Production		1,454,414		2,093,150
	$	4,161,270	$	5,197,214

	For the Six		For the Six
	Months Ended		Months Ended
	November 30, 2024		November 30, 2023
Cannabis Dispensary		5,773,932		6,412,606
Cannabis Production		3,192,503		3,899,135
	$	8,966,435	$	10,311,741

Estimated Useful LIfe [Member]

Nature of Business and Significant Accounting Policies (Tables) [Line Items]

Property, Plant and Equipment [Table Text Block]

	Years
Office equipment		3 to 5
Furniture & fixtures		3 to 7
Machinery & equipment		3 to 10
Leasehold improvements	Term of lease

Inventory (Tables)

6 Months Ended

Nov. 30, 2024

Inventory Disclosure [Abstract]

Schedule of Inventory, Current [Table Text Block]

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

	November 30,		May 31,
	2024		2024
Raw materials	$	287,064	$	386,803
Finished goods		1,518,597		1,581,770
Total	$	1,805,661	$	1,968,573

Prepaid Expenses and Other Current Assets (Tables)

6 Months Ended

Nov. 30, 2024

Disclosure Text Block Supplement [Abstract]

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Table Text Block]

Prepaid expenses and other current assets consisted of the following at November 30, 2024 and May 31, 2024:

	November 30,		May 31,
	2024		2024
Prepaid license fees		7,000		14,659
Other prepaid expenses		32,934		34,650
Total	$	39,934	$	49,309

Property, Plant and Equipment (Tables)

6 Months Ended

Nov. 30, 2024

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment [Table Text Block]

Property, plant and equipment consisted of the following at November 30, 2024 and May 31, 2024:

	November 30, 2024			May 31, 2024
Office equipment	$	163,126		$	163,126
Furniture and fixtures		149,478			148,358
Machinery & Equipment		2,522,795			2,519,455
Leasehold improvements		2,922,156			2,911,164
Less: accumulated depreciation		(3,572,740	)		(3,318,550	)
Property, plant, and equipment, net	$	2,184,815		$	2,423,553

Right of Use Assets and Liabilities – Operating Leases (Tables)

6 Months Ended

Nov. 30, 2024

Disclosure Text Block [Abstract]

Lease, Cost [Table Text Block]

Right of use assets – operating leases are summarized below:

	November 30, 2024
Amount at inception of leases	$	4,504,921
Amount amortized		(2,913,203	)
Prior Period Impairment of Quinn River Lease		(205,888	)
Balance – November 30, 2024	$	1,385,830

Operating lease liabilities are summarized below:

Amount at inception of leases	$	4,461,521
Amount amortized		(2,788,127	)
Balance – November 30, 2024	$	1,673,394

Warehouse and offices	$	1,463,997
Land		205,888
Office equipment		3,509
Balance – November 30, 2024	$	1,673,394

Lease liability	$	1,673,394
Less: current portion		(484,601	)
Lease liability, non-current	$	1,188,793

Lessee, Operating Lease, Liability, to be Paid, Maturity [Table Text Block]

Maturity analysis under these lease agreements is as follows:

Twelve months ended November 30, 2025	$	676,970
Twelve months ended November 30, 2026		395,348
Twelve months ended November 30, 2027		321,828
Twelve months ended November 30, 2028		322,329
Twelve months ended November 30, 2029		263,561
Thereafter		155,779
Total	$	2,135,815
Less: Present value discount		(462,421	)
Lease liability	$	1,673,394

Intangible Assets (Tables)

6 Months Ended

Nov. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Finite-Lived Intangible Assets [Table Text Block]

Intangible assets consisted of the following at November 30, 2024 and May 31, 2024:

	November 30, 2024
			Accumulated
	Gross		Amortization			Impairment		Net
License & Customer Relations	$	110,000	$	(110,000	)		-		-
Tradenames - Trademarks		222,000		(222,000	)		-		-
Domain Names		28,151		(19,824	)		-		8,327
Total	$	357,993	$	(351,824	)		-	$	8,327

	May 31, 2024
			Accumulated
	Gross		Amortization			Impairment		Net
License & Customer Relations		110,000		(110,000	)		-		-
Tradenames - Trademarks		222,000		(222,000	)		-		-
Domain Names		25,993		(16,015	)		-		9,978
Total	$	357,993	$	(348,015	)	$	-	$	9,978

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]

Remaining amortization expense for intangible assets as of November 30, 2024 is as follows:

2025	$	2,478
2026		3,304
2027		2,545
	$	8,327

Other Assets (Tables)

6 Months Ended

Nov. 30, 2024

Disclosure Text Block Supplement [Abstract]

Schedule of Other Assets [Table Text Block]

Other assets included the following as of November 30, 2024 and May 31, 2024:

	November 30,		May 31,
	2024		2024
Security deposits		157,500		157,500
	$	157,500	$	157,500

Accounts Payable and Accrued Liabilities (Tables)

6 Months Ended

Nov. 30, 2024

Payables and Accruals [Abstract]

Schedule of Accounts Payable and Accrued Liabilities [Table Text Block]

Accounts payable and accrued liabilities consisted of the following at November 30, 2024 and May 31, 2024:

	November 30, 2024		May 31, 2024
Trade accounts payable	$	3,708,509	$	2,508,769
Accrued payroll and payroll taxes		313,275		313,296
Accrued liabilities		378,253		533,994
Total	$	4,400,037	$	3,356,059

Notes Payable (Tables)

6 Months Ended

Nov. 30, 2024

Notes Payable (Tables) [Line Items]

Schedule of Maturities of Long-Term Debt [Table Text Block]

Aggregate maturities of notes payable, convertible notes payable, and notes payable – related parties as of November 30, 2024 are as follows:

2025	$	1,769,303
2026		866,804
2027		309,042
2028		1,060,261
Total	$	4,005,410

Nonrelated Party [Member]

Notes Payable (Tables) [Line Items]

Schedule of Debt [Table Text Block]

November 30, 2024

May 31, 2024

Debenture 2

17,917

	November 30, 2024		May 31, 2024
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. The Company recorded an original issue discount in the amount of $375,000 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 $402,370 was recognized in connection with this transaction, and a discount in the amount of $209,783 was recorded. During the three months and six ended November 30, 2024, the Company amortized discounts in the amount of $183,263 and $193,560, respectively, on Debenture 6. During the three and six months ended November 30, 2024, the Company capitalized interest in the amount of $10,708 on Debenture 6. During the three months and six ended November 30, 2024, the Company made principal payments in the amount of $511,340 on Debenture 6 (see note 17). At November 30, 2024, all amounts due under Debenture 6 have been paid in full.		-		500,632

Promissory Note 6 (“PN 6”) PN6 in the principal amount of $250,000 (the “PN6”) 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 six months ended November 30, 2024, the Company made principal payments in the amount of $29,890 and $58,902, respectively, on PN6. During the three and six months ended November 30, 2024, the Company made interest payments on PN6 in the amount of $5,508 and $11,895, respectively.		163,600		222,502
Notes Payable	$	163,600	$	741,052
Less: Discount		-		(193,756	)
Notes Payable, Net of Discount	$	163,600	$	547,296

	November 30, 2024		May 31, 2024
Total Notes Payable, Current Portion	$	128,898	$	139,345
Total Notes Payable, Long-term Portion, net of discount	$	34,702	$	407,951

Related Party [Member]

Notes Payable (Tables) [Line Items]

Schedule of Debt [Table Text Block]

	November 30, 2024		May 31, 2024
Promissory Note 1 (“APN1”) PN1 Debenture in the principal amount of $475,000 (the “PN1”) 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 six months ended November 30, 2024, the Company made principal payments on the PN1 in the amount of $36,142 and $71,221, respectively. During the three and six months ended November 30, 2024, the Company made interest payments on the PN1 in the amount of $11,610 and $24,284, respectively.	$	362,840	$	434,061

Promissory Note 2 (“PN2”) PN2 in the principal amount of $465,000 (the “PN2”) dated January 2, 2024, which bears interest at the 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 six months ended November 30, 2024, the Company made principal payments on the PN2 in the amount of $35,382 and $69,722, respectively. During the three and six months ended November 30, 2024, the Company made interest payments on the PN2 in the amount of $11,366 and $23,773, respectively.		355,201		424,923

Promissory Note 3 (“PN3”) PN3 in the principal amount of $450,000 (the “PN3”) dated February 22, 2024, which bears interest at the 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 six months ended November 30, 2024, the Company made principal payments on the PN3 in the amount of $53,802 and $106,023, respectively. During the three and six months ended November 30, 2024, the Company made interest payments on the PN3 in the amount of $9,914 and $21,410, respectively.		294,480		400,503

Promissory Note 4 (“PN4”) PN4 in the principal amount of $300,000 (the “PN4”) dated February 22, 2024, which bears interest at the 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 six months ended November 30, 2024, the Company made principal payments on the PN4 in the amount of $35,868 and $70,682, respectively. During the three and six months ended November 30, 2024, the Company made interest payments on the PN4 in the amount of $6,609 and $14,274, respectively.		196,320		267,002

Promissory Note 5 (“PN5”) PN5 in the principal amount of $350,000 (the “PN5”) dated February 22, 2024, which bears interest at the 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 six months ended November 30, 2024, the Company made principal payments on the PN5 in the amount of $41,487 and $82,463, respectively. During the three and six months ended November 30, 2024, the Company made interest payments on the PN5 in the amount of $7,711 and $16,653, respectively.		229,040		311,503

Promissory Note 7 (“PN7”) PN7 in the principal amount of $100,000 (the “PN7”) dated March 6, 2024, which bears interest at the rate of 12% per annum. Interest only payments are due quarterly in the amount of $3,500 for four quarters beginning March 29, 2024. The loan is due on February 28, 2025. During the three and six months ended November 30, 2024, the Company made principal payments on PN7 in the amount of $0. During the three and six months ended November 30, 2024, the Company made interest payments on the PN7 in the amount of $3,500 and $7,000, respectively.		100,000		100,000

Promissory Note 8 (“PN8”) PN8 in the principal amount of $134,000 (the “PN8”) dated April 30, 2024, which bears interest at the rate of 12% per annum. Principal and interest payments are due monthly for 24 months in the amount $6,308 beginning May 31, 2024. During the three and six months ended November 30, 2024, the Company made principal payments on the PN8 in the amount of $15,664 and $30,867, respectively. During the three and six months ended November 30, 2024, the Company made interest payments on the PN8 in the amount of $3,529 and $6,979, respectively.		98,164		129,031

	November 30, 2024		May 31, 2024
Promissory Note 9 (“PN9”) PN9 in the principal amount of $2,600,000 (the “PN9”) dated August 28, 2024. Principal in the amount of $2,200,000 automatically converted into 56,847,545 shares of the Company’s common stock on August 30,2024; the remaining principal in the amount of $400,000 bears interest at the rate of 12% per annum and is due on August 28, 2025. The conversion of the $2,200,000 in principal was at the market price per share of $0.0387 on the date of the note, and no gain or loss was recognized on this transaction. See note 17. No interest was accrued on this note during the three months ended November 30, 2024. During the three and six months ended November 30, 2024, the Company accrued interest on the PN9 in the amount of $12,000.		400,000		-

Promissory Note 10 (“PN10”) PN10 in the principal amount of $150,000 (the “PN10”) dated October 15, 2024, which bears interest at the rate of 12% per annum. Principal and interest payments are due monthly for 24 months in the amount $7,061 beginning November 30, 2024. During the three and six months ended November 30, 2024, the Company made principal payments on the PN10 in the amount of $5,561. During the three and six months ended November 30, 2024, the Company made interest payments on the PN10 in the amount of $1,500.		144,439		-

Total	$	2,180,484	$	2,067,023

	November 30, 2024		May 31, 2024
Total Notes Payable – Related Party, Current Portion	$	1,514,362	$	988,472
Total Notes Payable – Related Party, Long Term Portion	$	666,122	$	1,078,551

Convertible Notes Payable (Tables)

6 Months Ended

Nov. 30, 2024

Debt Disclosure [Abstract]

Convertible Debt [Table Text Block]

November 30, 2024

May 31, 2024

US Convertible Debenture 2 (Navy Capital Green Fund)

481,005

November 30, 2024

May 31, 2024

Canaccord Debentures

1,661,326

1,596,396

	November 30, 2024		May 31, 2024
US Convertible Debenture 1 (Navy Capital Green Co-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 $1,376,083 was charged to operations in connection with this transaction. During the three and six months ended November 30, 2024, the Company made principal payments in the amount of $1,885,556 and $1,924,030, respectively, on the U.S. Convertible Debenture 1 (see note 17). During the three and six months ended November 30, 2024, the Company made interest payments in the amount of $25,226 on the U.S. Convertible Debenture 1. At November 30, 2024, all amounts due under U.S. Convertible Debenture 1 have been paid in full.		-		1,924,030

Total Convertible Notes Payable	$	1,661,326	$	4,001,431

	November 30, 2024		May 31, 2024
Total – Convertible Notes Payable, Current Portion	$	126,043	$	302,005
Total – Convertible Notes Payable, Long-term Portion	$	1,535,283	$	3,699,426

Lease Liabilities - Financing Leases (Tables)

6 Months Ended

Nov. 30, 2024

Disclosure Text Block [Abstract]

Finance Lease [Table Text Block]

	November 30, 2024		May 31, 2024
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 and six months ended November 30, 2024, the Company made principal payments on this lease obligation in the amounts of $23,168 and $47,266, respectively. During the three and six months ended November 30, 2024, the Company made interest payments on this lease obligation in the amounts of $6,421 and $13,772, respectively.	$	145,851	$	193,117

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 and six months ended November 30, 2024, the Company made principal payments on this lease obligation in the amounts of $456 and $901, respectively. During the three and six months ended November 30, 2024, the Company made interest payments on this lease obligation in the amounts of $69 and $149, respectively.	$	2,458		3,359

Total	$	148,309	$	196,476

Current portion	$	108,410	$	96,224
Long-term maturities		39,899		100,252
Total	$	148,309	$	196,476

Finance Lease, Liability, to be Paid, Maturity [Table Text Block]

Aggregate maturities of lease liabilities – financing leases as of November 30, 2024 are as follows:

2025	$	108,410
2026		39,899
Total	$	148,309

Stockholders’ Equity (Tables)

6 Months Ended

Nov. 30, 2024

Stockholders' Equity Note [Abstract]

Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block]

The following table summarizes the significant terms of warrants outstanding at November 30, 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		14,549,685		1.12	$	0.40		14,549,685	$	0.40
			14,549,685		1.12	$	0.40		14,549,685	$	0.40

Share-Based Payment Arrangement, Outstanding Award, Activity, Excluding Option [Table Text Block]

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

	Number of Shares			Weighted Average Exercise Price
Warrants outstanding at May 31, 2023		21,181,449		$	0.40
Granted		-		$	-
Exercised		-		$	-
Cancelled / Expired		(454,548	)	$	0.41
Warrants outstanding at May 31, 2024		20,726,901		$	0.40
Granted
Exercised		-		$	-
Cancelled / Expired		(6,177,216	)	$	0.40
Warrants outstanding at November 30, 2024		14,549,685		$	0.40

Share-Based Payment Arrangement, Option, Exercise Price Range [Table Text Block]

The following table summarizes the significant terms of options outstanding at November 30, 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

8,000,000

9.15

0.039

2,520,832

0.039

Share-Based Payment Arrangement, Option, Activity [Table Text Block]

Transactions involving options are summarized as follows.

	Number of Shares			Weighted Average Exercise Price
Options outstanding at May 31, 2024		8,041,667		$	0.039
Granted		-		$	-
Exercised		-		$	-
Cancelled / Expired		(41,667	)	$	-
Options outstanding at November 30, 2024		8,000,000		$	0.039

Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]

The Company valued options using the Black-Scholes valuation model utilizing the following variables during the six months ended November 30, 2024:

	November 30,
	2024
Volatility		269.44	%
Dividends	$	-
Risk-free interest rates		3.8	%
Expected term (years)		5.00

Gain on Settlement of Debt (Tables)

6 Months Ended

Nov. 30, 2024

Gain On Settlement Of Debt Abstract

Schedule of Share-Based Payment Award, Warrants, Valuation Assumptions [Table Text Block]

The Company valued the warrants using the Black-Scholes valuation model utilizing the following variables during the six months ended November 30, 2024:

	November 30,
	2024
Volatility		104.68	%
Dividends	$	-
Risk-free interest rates		4.36	%
Expected term (years)		1.05

Income Taxes (Tables)

6 Months Ended

Nov. 30, 2024

Income Tax Disclosure [Abstract]

Schedule of Components of Income Tax Expense (Benefit) [Table Text Block]

The components of the income tax provision include:

	Three Months Ended November 30,
	2024			2023
Revenue	$	4,161,270		$	5,197,214
Directly attributable costs		(1,928,995	)		(3,025,595	)
Deferred		2,232,275			2,171,619
Tax rate		21	%		21	%
Tax expense	$	468,778		$	456,040

	Six Months Ended November 30,
	2024			2023
Revenue	$	8,966,435		$	10,311,741
Directly attributable costs		(4,234,657	)		(5,866,196	)
Deferred		4,731,778			4,445,545
Tax rate		21	%		21	%
Tax expense	$	993,674		$	933,564

Nature of Business and Significant Accounting Policies (Details) - USD ($)	3 Months Ended		6 Months Ended
	Nov. 30, 2024	Nov. 30, 2023	Nov. 30, 2024	Nov. 30, 2023	May 31, 2024	May 31, 2023
Nature of Business and Significant Accounting Policies (Details) [Line Items]
Cash and Cash Equivalents, at Carrying Value	$ 592,584		$ 592,584		$ 600,007	$ 998,421
Accounts Receivable, Credit Loss Expense (Reversal)	0	$ 93	0	$ 393
Goodwill	557,896		557,896		$ 557,896
Other Nonoperating Income	50,103	0	50,103	924,862
Net Income (Loss) Attributable to Noncontrolling Interest	0	92	0	2,200
Advertising Expense	96,709	103,448	174,710	227,059
Research and Development Expense	$ 281	$ 431	$ 421	$ 1,887
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in Shares)			46,300,414	73,715,637
Kealii Okamalu, LLC [Member]
Nature of Business and Significant Accounting Policies (Details) [Line Items]
Subsidiary, Ownership Percentage, Noncontrolling Owner	50.00%		50.00%
CLS CBD [Member]
Nature of Business and Significant Accounting Policies (Details) [Line Items]
Equity Method Investment, Ownership Percentage	95.00%		95.00%
Kealii Okamalu, LLC [Member]
Nature of Business and Significant Accounting Policies (Details) [Line Items]
Equity Method Investment, Ownership Percentage	50.00%		50.00%
Warrant [Member]
Nature of Business and Significant Accounting Policies (Details) [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in Shares)			14,549,685	21,181,449
Convertible Debt Securities [Member]
Nature of Business and Significant Accounting Policies (Details) [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in Shares)			23,733,229	52,516,688
Equity Option [Member]
Nature of Business and Significant Accounting Policies (Details) [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in Shares)			8,000,000
Stock Payable [Member]
Nature of Business and Significant Accounting Policies (Details) [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in Shares)			17,500	17,500

Nature of Business and Significant Accounting Policies (Details) - Property, Plant and Equipment	Nov. 30, 2024
Leasehold Improvements [Member]
Nature of Business and Significant Accounting Policies (Details) - Property, Plant and Equipment [Line Items]
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration]	Term of lease
Minimum [Member] \| Office Equipment [Member]
Nature of Business and Significant Accounting Policies (Details) - Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	3 years
Minimum [Member] \| Furniture and Fixtures [Member]
Nature of Business and Significant Accounting Policies (Details) - Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	3 years
Minimum [Member] \| Machinery and Equipment [Member]
Nature of Business and Significant Accounting Policies (Details) - Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	3 years
Maximum [Member] \| Office Equipment [Member]
Nature of Business and Significant Accounting Policies (Details) - Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	5 years
Maximum [Member] \| Furniture and Fixtures [Member]
Nature of Business and Significant Accounting Policies (Details) - Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	7 years
Maximum [Member] \| Machinery and Equipment [Member]
Nature of Business and Significant Accounting Policies (Details) - Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	10 years

Nature of Business and Significant Accounting Policies (Details) - Disaggregation of Revenue - USD ($)	3 Months Ended		6 Months Ended
	Nov. 30, 2024	Nov. 30, 2023	Nov. 30, 2024	Nov. 30, 2023
Disaggregation of Revenue [Line Items]
Revenue	$ 4,161,270	$ 5,197,214	$ 8,966,435	$ 10,311,741
Cannabis Dispensary [Member]
Disaggregation of Revenue [Line Items]
Revenue	2,706,856	3,104,064	5,773,932	6,412,606
Cannabis Production [Member]
Disaggregation of Revenue [Line Items]
Revenue	$ 1,454,414	$ 2,093,150	$ 3,192,503	$ 3,899,135

Going Concern (Details) - USD ($)	Nov. 30, 2024	May 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Retained Earnings (Accumulated Deficit)	$ (114,275,584)	$ (113,367,050)

Accounts Receivable (Details) - USD ($)	3 Months Ended		6 Months Ended
Accounts Receivable (Details) - USD ($)	Nov. 30, 2024	Nov. 30, 2023	Nov. 30, 2024	Nov. 30, 2023	May 31, 2024
Receivables [Abstract]
Accounts Receivable, after Allowance for Credit Loss, Current	$ 1,152,082		$ 1,152,082		$ 682,894
Accounts Receivable, Credit Loss Expense (Reversal)	0	$ 93	0	$ 393
Accounts Receivable, Allowance for Credit Loss	$ 0	$ 0	$ 0	$ 0

Inventory (Details) - Schedule of Inventory, Current - USD ($)	Nov. 30, 2024	May 31, 2024
Schedule Of Inventory Current Abstract
Raw materials	$ 287,064	$ 386,803
Finished goods	1,518,597	1,581,770
Total	$ 1,805,661	$ 1,968,573

Prepaid Expenses and Other Current Assets (Details) - Deferred Costs, Capitalized, Prepaid, and Other Assets - USD ($)	Nov. 30, 2024	May 31, 2024
Deferred Costs Capitalized Prepaid And Other Assets Abstract
Prepaid license fees	$ 7,000	$ 14,659
Other prepaid expenses	32,934	34,650
Total	$ 39,934	$ 49,309

Property, Plant and Equipment (Details) - USD ($)	3 Months Ended		6 Months Ended
Property, Plant and Equipment (Details) - USD ($)	Nov. 30, 2024	Nov. 30, 2023	Nov. 30, 2024	Nov. 30, 2023
Property, Plant and Equipment [Abstract]
Payments to Acquire Property, Plant, and Equipment			$ 16,141	$ 44,248
Depreciation	$ 121,219	$ 158,497	$ 254,880	$ 317,250

Property, Plant and Equipment (Details) - Property, Plant and Equipment - USD ($)	Nov. 30, 2024	May 31, 2024
Property, Plant and Equipment [Line Items]
Less: accumulated depreciation	$ (3,572,740)	$ (3,318,550)
Property, plant, and equipment, net	2,184,815	2,423,553
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, plant, and equipment, gross	163,126	163,126
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property, plant, and equipment, gross	149,478	148,358
Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, plant, and equipment, gross	2,522,795	2,519,455
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, plant, and equipment, gross	$ 2,922,156	$ 2,911,164

Right of Use Assets and Liabilities – Operating Leases (Details) - USD ($)	3 Months Ended		6 Months Ended		63 Months Ended
	Nov. 30, 2024	Nov. 30, 2023	Nov. 30, 2024	Nov. 30, 2023	Aug. 31, 2024
Right of Use Assets and Liabilities – Operating Leases (Details) [Line Items]
Operating Lease, Expense	$ 140,612	$ 123,408	$ 278,097	$ 257,611
Operating Lease, Right-of-Use Asset, Periodic Reduction	$ 106,422	$ 89,736	209,922	186,424
Operating Lease, Right-of-Use Asset, Before Accumulated Amortization					$ 4,384,520
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability			$ 120,401	$ 224,899	$ 4,341,120
Minimum [Member]
Right of Use Assets and Liabilities – Operating Leases (Details) [Line Items]
Lessee, Operating Lease, Term of Contract					1 year
Maximum [Member]
Right of Use Assets and Liabilities – Operating Leases (Details) [Line Items]
Lessee, Operating Lease, Term of Contract					10 years 6 months

Right of Use Assets and Liabilities – Operating Leases (Details) - Lease, Cost - USD ($)	12 Months Ended	66 Months Ended
	May 31, 2024	Nov. 30, 2024	May 31, 2019
Right of Use Assets and Liabilities – Operating Leases (Details) - Lease, Cost [Line Items]
Operating Lease, Right-of-Use Asset	$ 1,475,351	$ 1,385,830	$ 4,504,921
Operating Lease, Liability		1,673,394	$ 4,461,521
Less: current portion	(443,467)	(484,601)
Lease liability, non-current	1,318,644	1,188,793
Amount amortized		(2,788,127)
Amount amortized	(2,913,203)
Prior Period Impairment of Quinn River Lease	$ (205,888)
Building [Member]
Right of Use Assets and Liabilities – Operating Leases (Details) - Lease, Cost [Line Items]
Operating Lease, Liability		1,463,997
Land [Member]
Right of Use Assets and Liabilities – Operating Leases (Details) - Lease, Cost [Line Items]
Operating Lease, Liability		205,888
Office Equipment [Member]
Right of Use Assets and Liabilities – Operating Leases (Details) - Lease, Cost [Line Items]
Operating Lease, Liability		$ 3,509

Right of Use Assets and Liabilities – Operating Leases (Details) - Lessee, Operating Lease, Liability, Maturity - USD ($)	Nov. 30, 2024	May 31, 2019
Lessee Operating Lease Liability Maturity Abstract
Twelve months ended November 30, 2025	$ 676,970
Twelve months ended November 30, 2026	395,348
Twelve months ended November 30, 2027	321,828
Twelve months ended November 30, 2028	322,329
Twelve months ended November 30, 2029	263,561
Thereafter	155,779
Total	2,135,815
Less: Present value discount	(462,421)
Lease liability	$ 1,673,394	$ 4,461,521

Intangible Assets (Details) - USD ($)	3 Months Ended		6 Months Ended
Intangible Assets (Details) - USD ($)	Nov. 30, 2024	Nov. 30, 2023	Nov. 30, 2024	Nov. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of Intangible Assets	$ 825	$ 7,750	$ 1,651	$ 15,501

Intangible Assets (Details) - Schedule of Finite-Lived Intangible Assets - USD ($)	6 Months Ended	12 Months Ended
	Nov. 30, 2024	May 31, 2024
Finite-Lived Intangible Assets [Line Items]
Intangible Assets, Gross	$ 357,993	$ 357,993
Intangible Assets, Accumulated Amortization	(351,824)	(348,015)
Intangible Assets, Impairment	0	0
Intangible Assets, Net	8,327	9,978
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible Assets, Gross	110,000	110,000
Intangible Assets, Accumulated Amortization	(110,000)	(110,000)
Intangible Assets, Impairment	0	0
Intangible Assets, Net	0	0
Trademarks and Trade Names [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible Assets, Gross	222,000	222,000
Intangible Assets, Accumulated Amortization	(222,000)	(222,000)
Intangible Assets, Impairment	0	0
Intangible Assets, Net	0	0
Internet Domain Names [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible Assets, Gross	28,151	25,993
Intangible Assets, Accumulated Amortization	(19,824)	(16,015)
Intangible Assets, Impairment	0	0
Intangible Assets, Net	$ 8,327	$ 9,978

Intangible Assets (Details) - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense - USD ($)	Nov. 30, 2024	May 31, 2024
Schedule Of Finite Lived Intangible Assets Future Amortization Expense Abstract
2025	$ 2,478
2026	3,304
2027	2,545
Finite-Lived Intangible Assets, Net	$ 8,327	$ 9,978

Goodwill (Details) - USD ($)	Nov. 30, 2024	May 31, 2024
Disclosure Text Block Supplement [Abstract]
Goodwill	$ 557,896	$ 557,896

Other Assets (Details) - Schedule of Other Assets - USD ($)	Nov. 30, 2024	May 31, 2024
Schedule Of Other Assets Abstract
Security deposits	$ 157,500	$ 157,500
Other assets	$ 157,500	$ 157,500

Accounts Payable and Accrued Liabilities (Details) - Schedule of Accounts Payable and Accrued Liabilities - USD ($)	Nov. 30, 2024	May 31, 2024
Schedule Of Accounts Payable And Accrued Liabilities Abstract
Trade accounts payable	$ 3,708,509	$ 2,508,769
Accrued payroll and payroll taxes	313,275	313,296
Accrued liabilities	378,253	533,994
Total	$ 4,400,037	$ 3,356,059

Due to Related Party (Details) - USD ($)	6 Months Ended
Due to Related Party (Details) - USD ($)	Nov. 30, 2024	Sep. 10, 2024	May 31, 2024
Due to Related Party (Details) [Line Items]
Share Price (in Dollars per share)	$ 0.045	$ 0.044
Gain on Repurchase and Cancellation of Common Stock	$ 22,663
Other Liabilities, Current	$ 40,000		$ 0
Related Party [Member]
Due to Related Party (Details) [Line Items]
Stock Repurchased and Retired During Period, Shares (in Shares)	1,125,000
Payments for Repurchase of Common Stock	$ 40,000
Share Price (in Dollars per share)	$ 0.0557
Other Liabilities, Current	$ 40,000

Notes Payable (Details) - Schedule of Debt - Notes Payable, Other Payables [Member] - USD ($)	Nov. 30, 2024	May 31, 2024
Notes Payable (Details) - Schedule of Debt [Line Items]
Debenture	$ 163,600	$ 741,052
Less: Discount	0	(193,756)
Nonrelated Party [Member]
Notes Payable (Details) - Schedule of Debt [Line Items]
Notes Payable, Net of Discount	163,600	547,296
Total Notes Payable, Current Portion	128,898	139,345
Total Notes Payable, Long-term Portion	34,702	407,951
Debenture 2 [Member]
Notes Payable (Details) - Schedule of Debt [Line Items]
Debenture	0	17,917
Debenture 6 [Member]
Notes Payable (Details) - Schedule of Debt [Line Items]
Debenture	0	500,632
PN6 [Member]
Notes Payable (Details) - Schedule of Debt [Line Items]
Debenture	$ 163,600	$ 222,502

Notes Payable (Details) - Schedule of Debt (Parentheticals) - Notes Payable, Other Payables [Member] - USD ($)					3 Months Ended	6 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023	Jan. 04, 2022	Dec. 21, 2021	Nov. 30, 2024	Nov. 30, 2024	May 31, 2024	Feb. 22, 2024	Dec. 21, 2012
Debenture 2 [Member]
Notes Payable (Details) - Schedule of Debt (Parentheticals) [Line Items]
Amount				$ 250,000
Interest payable				payable quarterly commencing six months after issuance
Interest Rate				15.00%
Warrants (in Shares)				75,758
Maturity						Jul. 10, 2024
Warrants at an exercise price of (in Dollars per share)				$ 1.65
Payments				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.
Discount		$ 6,501							$ 10,428
Original issue discount		37,500		$ 187,000
Gain on extinguishment of debt		111,807
Amortized discounts					$ 0	$ 197
principal payments					0	$ 17,917
Debenture 6 [Member]
Notes Payable (Details) - Schedule of Debt (Parentheticals) [Line Items]
Amount			$ 500,000
Interest payable			payable quarterly commencing nine months after issuance
Interest Rate			15.00%
Warrants (in Shares)			151,516
Maturity						Jul. 10, 2024	Oct. 31, 2024
Warrants at an exercise price of (in Dollars per share)			$ 1.65
Payments			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.
Discount		209,783	$ 17,154
Original issue discount		75,000	$ 375,000
Gain on extinguishment of debt		$ 402,370
Amortized discounts					183,263	$ 193,560
principal payments					511,340	511,340
Interest Capitalized					10,708	10,708
PN6 [Member]
Notes Payable (Details) - Schedule of Debt (Parentheticals) [Line Items]
Amount								$ 250,000
Interest Rate								12.00%
principal payments					29,890	58,902
payments due	$ 11,799
Interest Expense [Member] \| PN6 [Member]
Notes Payable (Details) - Schedule of Debt (Parentheticals) [Line Items]
interest payments					$ 5,508	$ 11,895

Convertible Notes Payable (Details) - Convertible Debt - USD ($)	Dec. 27, 2024	Nov. 30, 2024	May 31, 2024
Convertible Notes Payable (Details) - Convertible Debt [Line Items]
Total – Convertible Notes Payable, Current Portion		$ 126,043	$ 302,005
Total – Convertible Notes Payable, Long-term Portion		1,535,283	3,699,426
Nonrelated Party [Member]
Convertible Notes Payable (Details) - Convertible Debt [Line Items]
Convertible Debenture		1,661,326	4,001,431
Total Convertible Notes Payable		1,661,326	4,001,431
Total – Convertible Notes Payable, Current Portion		126,043	302,005
Total – Convertible Notes Payable, Long-term Portion		1,535,283	3,699,426
Convertible Debt [Member] \| US Convertible Debenture 1 [Member]
Convertible Notes Payable (Details) - Convertible Debt [Line Items]
Convertible Debenture		0	1,924,030
Total Convertible Notes Payable		0	1,924,030
Convertible Debt [Member] \| Navy Capital Debenture 2 [Member]
Convertible Notes Payable (Details) - Convertible Debt [Line Items]
Convertible Debenture		0	481,005
Total Convertible Notes Payable		0	481,005
Convertible Debt [Member] \| Canaccord Debentures [Member]
Convertible Notes Payable (Details) - Convertible Debt [Line Items]
Convertible Debenture	$ 1,378,778	1,661,326	1,596,396
Total Convertible Notes Payable	$ 1,378,778	$ 1,661,326	$ 1,596,396

Convertible Notes Payable (Details) - Convertible Debt (Parentheticals) - Convertible Debt [Member] - USD ($)														3 Months Ended		6 Months Ended	12 Months Ended
	Dec. 27, 2024	Jan. 04, 2024	Dec. 29, 2023	Dec. 28, 2023	Sep. 15, 2023	Sep. 15, 2022	Apr. 15, 2021	Mar. 21, 2021	Jul. 26, 2019	Dec. 12, 2018	Oct. 31, 2018	Oct. 18, 2018	Oct. 10, 2018	Nov. 30, 2024	Nov. 30, 2019	Nov. 30, 2024	May 31, 2024	May 31, 2023	May 31, 2022	May 31, 2021
Navy Capital Debenture 2 [Member]
Convertible Notes Payable (Details) - Convertible Debt (Parentheticals) [Line Items]
Amount													$ 1,000,000
dated													Oct. 31, 2018
Interest rate													8.00%
Conversion price (in Dollars per share)													$ 3.2
Discount													$ 813,724
Maturity													3 years
Debt Amendment							(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.
Loss on extinguishment of debt						$ 422,331	$ 509,700
Convertible			(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) principal payments in the amount of $8,000 per month are due for 48 months beginning January 31, 2024, and a balloon payment in the amount of $235,658 will be due on January 31, 2028; (iv) accrued interest in the amount of $54,053 was added to the principal balance.			(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 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.
Converted shares (in Shares)						2,410,279
Converted, warrants (in Shares)						1,205,140
Accrued interest																$ 37,526	$ 27,717
principal payments														$ 471,387		481,005
Gain on settlement of debt						$ (422,331)	$ (509,700)
outstanding														0		0	481,005
Navy Capital Debenture 2 [Member] \| Conversion Options [Member]
Convertible Notes Payable (Details) - Convertible Debt (Parentheticals) [Line Items]
Loss on extinguishment of debt			$ 344,036		$ 223,515
Gain on settlement of debt			$ (344,036)		(223,515)
Navy Capital Debenture 2 [Member] \| Note Warrant [Member]
Convertible Notes Payable (Details) - Convertible Debt (Parentheticals) [Line Items]
Loss on extinguishment of debt					198,816
Gain on settlement of debt					(198,816)
Canaccord Debentures [Member]
Convertible Notes Payable (Details) - Convertible Debt (Parentheticals) [Line Items]
Amount				$ 186,111						$ 12,012,000
dated										Dec. 12, 2018
Interest rate		8.00%								8.00%
Conversion price (in Dollars per share)										$ 3.2
Maturity										3 years
Debt Amendment				(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;		(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.		(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.
Loss on extinguishment of debt				$ 1,727,071		$ 4,547,660										(2,015,051)				$ 3,286,012
Convertible										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.
Converted shares (in Shares)															8,081				234,167
Converted, warrants (in Shares)															4,040				117,084
Converted		$ 2,325,056													$ 25,857				$ 281,000
Cash available for debt service				750,000
Forgiven		1,550,039
Balloon payment to be paid														1,038,777		1,038,777
Capitalized interest														32,788		64,930
Gain on settlement of debt				(1,727,071)		$ (4,547,660)										2,015,051				(3,286,012)
outstanding	$ 1,378,778													1,661,326		1,661,326	1,596,396
option to redeem	option to redeem all outstanding Canaccord Debentures in cash at a redemption price equal to $600 per $1,000 principal amount
Canaccord Debentures [Member] \| Conversion Options [Member]
Convertible Notes Payable (Details) - Convertible Debt (Parentheticals) [Line Items]
Loss on extinguishment of debt					2,623,852
Gain on settlement of debt					(2,623,852)
Canaccord Debentures [Member] \| Note Warrant [Member]
Convertible Notes Payable (Details) - Convertible Debt (Parentheticals) [Line Items]
Loss on extinguishment of debt					1,923,808
Gain on settlement of debt					$ (1,923,808)
US Convertible Debenture 1 [Member]
Convertible Notes Payable (Details) - Convertible Debt (Parentheticals) [Line Items]
Amount											$ 4,000,000
dated												Oct. 31, 2018
Interest rate											8.00%
Conversion price (in Dollars per share)			$ 0.07
Discount											$ 3,254,896
Maturity											3 years
Debt Amendment						(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.	(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.		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.
Loss on extinguishment of debt			$ 1,376,083														$ 1,689,368			2,038,803
Convertible											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.
Converted shares (in Shares)																	9,641,118
Converted, warrants (in Shares)						4,820,560
principal payments														1,885,556		1,924,030
Gain on settlement of debt			$ (1,376,083)														$ (1,689,368)			$ (2,038,803)
Maturity date			Jan. 31, 2028
added principal			$ 215,414
US Convertible Debenture 1 [Member] \| Note Warrant [Member]
Convertible Notes Payable (Details) - Convertible Debt (Parentheticals) [Line Items]
Loss on extinguishment of debt																	894,090	$ 795,278
Gain on settlement of debt																	(894,090)	$ (795,278)
Principal [Member] \| Navy Capital Debenture 2 [Member]
Convertible Notes Payable (Details) - Convertible Debt (Parentheticals) [Line Items]
Converted						$ 675,668
Principal [Member] \| Canaccord Debentures [Member]
Convertible Notes Payable (Details) - Convertible Debt (Parentheticals) [Line Items]
Converted		$ 3,875,095
Principal [Member] \| US Convertible Debenture 1 [Member]
Convertible Notes Payable (Details) - Convertible Debt (Parentheticals) [Line Items]
Converted																	$ 2,702,674
Accrued Interest [Member] \| Canaccord Debentures [Member]
Convertible Notes Payable (Details) - Convertible Debt (Parentheticals) [Line Items]
Converted				$ 465,012
Accrued Interest [Member] \| US Convertible Debenture 1 [Member]
Convertible Notes Payable (Details) - Convertible Debt (Parentheticals) [Line Items]
Converted						$ 45,044
Interest Expense [Member] \| Navy Capital Debenture 2 [Member]
Convertible Notes Payable (Details) - Convertible Debt (Parentheticals) [Line Items]
interest payments														6,381		6,381
Interest Expense [Member] \| US Convertible Debenture 1 [Member]
Convertible Notes Payable (Details) - Convertible Debt (Parentheticals) [Line Items]
interest payments														$ 25,226		$ 25,226

Notes Payable – Related Party (Details) - Schedule of Debt - Related Party [Member] - USD ($)	Nov. 30, 2024	May 31, 2024
Notes Payable – Related Party (Details) - Schedule of Debt [Line Items]
Promissory Note	$ 2,180,484	$ 2,067,023
Total	2,180,484	2,067,023
Total Notes Payable – Related Party, Current Portion	1,514,362	988,472
Total Notes Payable – Related Party, Long Term Portion	666,122	1,078,551
PN1 [Member]
Notes Payable – Related Party (Details) - Schedule of Debt [Line Items]
Promissory Note	362,840	434,061
Total	362,840	434,061
PN2 [Member]
Notes Payable – Related Party (Details) - Schedule of Debt [Line Items]
Promissory Note	355,201	424,923
Total	355,201	424,923
PN3 [Member]
Notes Payable – Related Party (Details) - Schedule of Debt [Line Items]
Promissory Note	294,480	400,503
Total	294,480	400,503
PN4 [Member]
Notes Payable – Related Party (Details) - Schedule of Debt [Line Items]
Promissory Note	196,320	267,002
Total	196,320	267,002
PN5 [Member]
Notes Payable – Related Party (Details) - Schedule of Debt [Line Items]
Promissory Note	229,040	311,503
Total	229,040	311,503
PN7 [Member]
Notes Payable – Related Party (Details) - Schedule of Debt [Line Items]
Promissory Note	100,000	100,000
Total	100,000	100,000
PN8 [Member]
Notes Payable – Related Party (Details) - Schedule of Debt [Line Items]
Promissory Note	98,164	129,031
Total	98,164	129,031
PN9 [Member]
Notes Payable – Related Party (Details) - Schedule of Debt [Line Items]
Promissory Note	400,000	0
Total	400,000	0
PN10 [Member]
Notes Payable – Related Party (Details) - Schedule of Debt [Line Items]
Promissory Note	144,439	0
Total	$ 144,439	$ 0

Notes Payable – Related Party (Details) - Schedule of Debt (Parentheticals) - USD ($)									3 Months Ended	6 Months Ended
	Oct. 15, 2024	Aug. 30, 2024	Aug. 28, 2024	Apr. 30, 2024	Mar. 31, 2024	Mar. 29, 2024	Mar. 06, 2024	Feb. 29, 2024	Nov. 30, 2024	Nov. 30, 2024	Nov. 30, 2023	Oct. 30, 2024	Feb. 22, 2024	Jan. 02, 2024
Notes Payable – Related Party (Details) - Schedule of Debt (Parentheticals) [Line Items]
Interest payments										$ 115,333	$ 163,783
converted		$ 2,200,000	$ 2,200,000							2,200,000	$ 0
shares (in Shares)		56,847,545	56,847,545
accrued interest									$ 12,000	12,000
PN1 [Member] \| Related Party [Member]
Notes Payable – Related Party (Details) - Schedule of Debt (Parentheticals) [Line Items]
Amount														$ 475,000
Interest Rate														12.00%
Payments								$ 15,917
Interest payments									11,610	24,284
Principal payments									36,142	71,221
PN2 [Member] \| Related Party [Member]
Notes Payable – Related Party (Details) - Schedule of Debt (Parentheticals) [Line Items]
Amount														$ 465,000
Interest Rate														12.00%
Payments								$ 15,582
Interest payments									11,366	23,773
Principal payments									35,382	69,722
PN3 [Member] \| Related Party [Member]
Notes Payable – Related Party (Details) - Schedule of Debt (Parentheticals) [Line Items]
Amount													$ 450,000
Interest Rate													12.00%
Payments					$ 21,239
Interest payments									9,914	21,410
Principal payments									53,802	106,023
PN4 [Member] \| Related Party [Member]
Notes Payable – Related Party (Details) - Schedule of Debt (Parentheticals) [Line Items]
Amount													$ 300,000
Interest Rate													12.00%
Payments					14,159
Interest payments									6,609	14,274
Principal payments									35,868	70,682
PN5 [Member] \| Related Party [Member]
Notes Payable – Related Party (Details) - Schedule of Debt (Parentheticals) [Line Items]
Amount													$ 350,000
Interest Rate													12.00%
Payments					$ 16,519
Interest payments									7,711	16,653
Principal payments									41,487	82,463
PN7 [Member] \| Related Party [Member]
Notes Payable – Related Party (Details) - Schedule of Debt (Parentheticals) [Line Items]
Amount							$ 100,000
Interest Rate							12.00%
Payments						$ 3,500
Interest payments									3,500	7,000
Principal payments									0	0
Due							Feb. 28, 2025
PN8 [Member] \| Related Party [Member]
Notes Payable – Related Party (Details) - Schedule of Debt (Parentheticals) [Line Items]
Amount				$ 134,000
Interest Rate				12.00%
Payments				$ 6,308
Interest payments									3,529	6,979
Principal payments									15,664	30,867
PN9 [Member]
Notes Payable – Related Party (Details) - Schedule of Debt (Parentheticals) [Line Items]
Amount			$ 2,600,000
Interest Rate		12.00%
PN9 [Member] \| Related Party [Member]
Notes Payable – Related Party (Details) - Schedule of Debt (Parentheticals) [Line Items]
Amount			$ 2,600,000
Interest Rate		12.00%
Due		Aug. 28, 2025
converted		$ 2,200,000
shares (in Shares)		56,847,545
conversion price (in Dollars per share)												$ 0.0387
PN10 [Member] \| Related Party [Member]
Notes Payable – Related Party (Details) - Schedule of Debt (Parentheticals) [Line Items]
Amount	$ 150,000
Interest Rate	12.00%
Payments	$ 7,061
Interest payments									1,500	1,500
Principal payments									$ 5,561	$ 5,561

Notes Payable – Related Party (Details) - Schedule of Maturities of Long-term Debt	Nov. 30, 2024 USD ($)
Schedule Of Maturities Of Long Term Debt Abstract
2025	$ 1,769,303
2026	866,804
2027	309,042
2028	1,060,261
Total	$ 4,005,410

Lease Liabilities - Financing Leases (Details) - Finance Lease - USD ($)	Nov. 30, 2024	May 31, 2024
Lease Liabilities - Financing Leases (Details) - Finance Lease [Line Items]
Financing lease obligation	$ 148,309	$ 196,476
Current portion	108,410	96,224
Long-term maturities	39,899	100,252
Total	148,309	196,476
Finance Lease #1 [Member]
Lease Liabilities - Financing Leases (Details) - Finance Lease [Line Items]
Financing lease obligation	145,851	193,117
Total	145,851	193,117
Finance Lease #2 [Member]
Lease Liabilities - Financing Leases (Details) - Finance Lease [Line Items]
Financing lease obligation	2,458	3,359
Total	$ 2,458	$ 3,359

Lease Liabilities - Financing Leases (Details) - Finance Lease (Parentheticals) - USD ($)			3 Months Ended	6 Months Ended
	Jun. 20, 2022	Mar. 14, 2022	Nov. 30, 2024	Nov. 30, 2024
Finance Lease #1 [Member]
Lease Liabilities - Financing Leases (Details) - Finance Lease (Parentheticals) [Line Items]
Original amount		$ 359,900
Payable		forty-eight monthly installments of $10,173
interest rate		15.89%
Principal payments			$ 23,168	$ 47,266
Interest payments			6,421	13,772
Finance Lease #2 [Member]
Lease Liabilities - Financing Leases (Details) - Finance Lease (Parentheticals) [Line Items]
Original amount	$ 12,400
Payable	forty-eight monthly installments of $350
interest rate	15.78%
Principal payments			456	901
Interest payments			$ 69	$ 149

Lease Liabilities - Financing Leases (Details) - Finance Lease, Liability, Fiscal Year Maturity	Nov. 30, 2024 USD ($)
Finance Lease Liability Fiscal Year Maturity Abstract
2025	$ 108,410
2026	39,899
Total	$ 148,309

Stockholders’ Equity (Details) - USD ($)					3 Months Ended		6 Months Ended		12 Months Ended
Stockholders’ Equity (Details) - USD ($)	Nov. 01, 2024	Sep. 10, 2024	Aug. 30, 2024	Aug. 28, 2024	Nov. 30, 2024	Nov. 30, 2023	Nov. 30, 2024	Nov. 30, 2023	May 31, 2024
Stockholders’ Equity (Details) [Line Items]
Common Stock, Shares Authorized (in Shares)					345,000,000		345,000,000		345,000,000
Common Stock, Par or Stated Value Per Share (in Dollars per share)					$ 0.0001		$ 0.0001		$ 0.0001
Preferred Stock, Shares Authorized (in Shares)					5,000,000		5,000,000		5,000,000
Preferred Stock, Par or Stated Value Per Share (in Dollars per share)					$ 0.001		$ 0.001		$ 0.001
Debt Conversion, Converted Instrument, Shares Issued (in Shares)			56,847,545	56,847,545
Debt Conversion, Original Debt, Amount			$ 2,200,000	$ 2,200,000			$ 2,200,000	$ 0
Extinguishment of Debt, Amount		$ 2,868,282
Repayments of Unsecured Debt		$ 2,600,000					$ 2,600,000	0
Shares Issued, Shares, Share-Based Payment Arrangement, Forfeited (in Shares)		15,488,901
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Forfeited in Period (in Shares)		6,177,216
Share Price (in Dollars per share)		$ 0.044			$ 0.045		$ 0.045
Shares Issued, Value, Share-Based Payment Arrangement, Forfeited		$ 681,510			$ 681,510		$ 681,510
Warrants and Rights Outstanding		4,136
Gain (Loss) on Extinguishment of Debt		$ 949,793			949,793	$ 0	949,793	0
Other Liabilities, Current					40,000		$ 40,000		$ 0
Class of Warrant or Rights, Cancelled or Expired (in Shares)							(6,177,216)		(454,548)
Share-Based Payment Arrangement, Expense					23,382		$ 52,184	0
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Intrinsic Value					$ 16,637	0	$ 16,637	$ 0
Share-Based Payment Arrangement, Option [Member]
Stockholders’ Equity (Details) [Line Items]
Share-Based Payment Arrangement, Expense						$ 0
Director [Member]
Stockholders’ Equity (Details) [Line Items]
Share Price (in Dollars per share)	$ 0.0557				$ 0.0557		$ 0.0557
Stock Repurchased and Retired During Period, Shares (in Shares)	1,125,000						1,125,000
Payments for Repurchase of Common Stock	$ 40,000						$ 40,000
Adjustments to Additional Paid in Capital, Other	$ 22,663						22,663
Other Liabilities, Current					$ 40,000		$ 40,000
Canaccord Debentures [Member]
Stockholders’ Equity (Details) [Line Items]
Class of Warrant or Rights, Cancelled or Expired (in Shares)							41,667

Stockholders’ Equity (Details) - Schedule of Stockholders' Equity Note, Warrants or Rights - $ / shares	6 Months Ended
	Nov. 30, 2024	May 31, 2024	May 31, 2023
Class of Warrant or Right [Line Items]
Number of warrants outstanding (in Shares)	14,549,685	20,726,901	21,181,449
Weighted average remaining contractual life (years)	1 year 1 month 13 days
Weighted average exercise price of outstanding warrants	$ 0.4	$ 0.4	$ 0.4
Number of warrants exercisable (in Shares)	14,549,685
Weighted average exercise price of exercisable warrants	$ 0.4
Warrants Exercisable at $0.40 [Member]
Class of Warrant or Right [Line Items]
Number of warrants outstanding (in Shares)	14,549,685
Weighted average remaining contractual life (years)	1 year 1 month 13 days
Weighted average exercise price of outstanding warrants	$ 0.4
Number of warrants exercisable (in Shares)	14,549,685
Weighted average exercise price of exercisable warrants	$ 0.4
Minimum [Member] \| Warrants Exercisable at $0.40 [Member]
Class of Warrant or Right [Line Items]
Range of exercise prices	0.4
Maximum [Member] \| Warrants Exercisable at $0.40 [Member]
Class of Warrant or Right [Line Items]
Range of exercise prices	$ 0.4125

Stockholders’ Equity (Details) - Share-Based Payment Arrangement, Outstanding Award, Activity, Excluding Option - $ / shares	6 Months Ended	12 Months Ended
	Nov. 30, 2024	May 31, 2024
Share Based Payment Arrangement Outstanding Award Activity Excluding Option Abstract
Warrants outstanding, Number of Shares	20,726,901	21,181,449
Warrants outstanding, Weighted Average Exercise Price	$ 0.4	$ 0.4
Granted, Number of Shares		0
Granted, Weighted Average Exercise Price		$ 0
Exercised, Number of Shares	0	0
Exercised, Weighted Average Exercise Price	$ 0	$ 0
Cancelled / Expired, Number of Shares	(6,177,216)	(454,548)
Cancelled / Expired, Weighted Average Exercise Price	$ 0.4	$ 0.41
Warrants outstanding, Number of Shares	14,549,685	20,726,901
Warrants outstanding, Weighted Average Exercise Price	$ 0.4	$ 0.4

Stockholders’ Equity (Details) - Share-Based Payment Arrangement, Option, Exercise Price Range	6 Months Ended
	Nov. 30, 2024 $ / shares shares
Share Based Payment Arrangement Option Exercise Price Range Abstract
Range of exercise Prices. Lower limit	$ 0.039
Range of exercise Prices, Upper limit	$ 0.039
Number of options Outstanding (in Shares) \| shares	8,000,000
Weighted average remaining contractual life	9 years 1 month 24 days
Weighted average exercise price of outstanding Options	$ 0.039
Number of Options Exercisable (in Shares) \| shares	2,520,832
Weighted average exercise price of exercisable Option	$ 0.039

Stockholders’ Equity (Details) - Share-Based Payment Arrangement, Option, Activity	6 Months Ended
	Nov. 30, 2024 $ / shares shares
Share Based Payment Arrangement Option Activity Abstract
Options Outstanding, Number of Shares \| shares	8,041,667
Options Outstanding, Weighted Average Exercise Price \| $ / shares	$ 0.039
Granted, Number of Shares \| shares	0
Granted, Weighted Average Exercise Price \| $ / shares	$ 0
Exercised, Number of Shares \| shares	0
Exercised, Weighted Average Exercise Price \| $ / shares	$ 0
Cancelled / Expired, Number of Shares \| shares	(41,667)
Cancelled / Expired, Weighted Average Exercise Price \| $ / shares	$ 0
Options Outstanding, Number of Shares \| shares	8,000,000
Options Outstanding, Weighted Average Exercise Price \| $ / shares	$ 0.039

Stockholders’ Equity (Details) - Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions	6 Months Ended
	Nov. 30, 2024 USD ($)
Schedule Of Share Based Payment Award Stock Options Valuation Assumptions Abstract
Volatility	269.44%
Dividends (in Dollars)	$ 0
Risk-free interest rates	3.80%
Expected term (years)	5 years

Gain on Settlement of Debt (Details) - USD ($)				3 Months Ended		6 Months Ended
Gain on Settlement of Debt (Details) - USD ($)	Sep. 10, 2024	Aug. 30, 2024	Aug. 28, 2024	Nov. 30, 2024	Nov. 30, 2023	Nov. 30, 2024	Nov. 30, 2023
Gain on Settlement of Debt (Details) [Line Items]
Debt Conversion, Converted Instrument, Shares Issued (in Shares)		56,847,545	56,847,545
Debt Conversion, Original Debt, Amount		$ 2,200,000	$ 2,200,000			$ 2,200,000	$ 0
Extinguishment of Debt, Amount	$ 2,868,282
Repayments of Unsecured Debt	$ 2,600,000					$ 2,600,000	0
Shares Issued, Shares, Share-Based Payment Arrangement, Forfeited (in Shares)	15,488,901
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Forfeited in Period (in Shares)	6,177,216
Share Price (in Dollars per share)	$ 0.044			$ 0.045		$ 0.045
Shares Issued, Value, Share-Based Payment Arrangement, Forfeited	$ 681,510			$ 681,510		$ 681,510
Warrants and Rights Outstanding	4,136
Gain (Loss) on Extinguishment of Debt	$ 949,793			$ 949,793	$ 0	$ 949,793	$ 0
PN9 [Member]
Gain on Settlement of Debt (Details) [Line Items]
Debt Instrument, Face Amount			$ 2,600,000

Gain on Settlement of Debt (Details) - Schedule of Share-Based Payment Award, Warrants, Valuation Assumptions - Warrant [Member]	6 Months Ended
	Nov. 30, 2024 USD ($)
Gain on Settlement of Debt (Details) - Schedule of Share-Based Payment Award, Warrants, Valuation Assumptions [Line Items]
Volatility	104.68%
Dividends (in Dollars)	$ 0
Risk-free interest rates	4.36%
Expected term (years)	1 year 18 days

Related Party Transactions (Details)					3 Months Ended	6 Months Ended
Related Party Transactions (Details)	Nov. 01, 2024 USD ($) $ / shares shares	Oct. 15, 2024 USD ($)	Aug. 30, 2024 USD ($) shares	Aug. 28, 2024 USD ($) shares	Nov. 30, 2024 USD ($) $ / shares	Nov. 30, 2024 USD ($) $ / shares shares	Nov. 30, 2023 USD ($)	Sep. 10, 2024 $ / shares	May 31, 2024 USD ($)
Related Party Transactions (Details) [Line Items]
Employee-related Liabilities, Current					$ 313,275	$ 313,275			$ 313,296
Share Price (in Dollars per share) \| $ / shares					$ 0.045	$ 0.045		$ 0.044
Other Liabilities, Current					$ 40,000	$ 40,000			0
Debt Conversion, Original Debt, Amount			$ 2,200,000	$ 2,200,000		2,200,000	$ 0
Debt Conversion, Converted Instrument, Shares Issued (in Shares) \| shares			56,847,545	56,847,545
Former Officer [Member]
Related Party Transactions (Details) [Line Items]
Employee-related Liabilities, Current					16,250	16,250			16,250
Director 1 [Member]
Related Party Transactions (Details) [Line Items]
Related Party Transaction, Amounts of Transaction					10,000	20,000
Director 2 [Member]
Related Party Transactions (Details) [Line Items]
Related Party Transaction, Amounts of Transaction					5,000	15,000
Director [Member]
Related Party Transactions (Details) [Line Items]
Related Party Transaction, Amounts of Transaction					$ 15,000	$ 35,000
Stock Repurchased and Retired During Period, Shares (in Shares) \| shares	1,125,000					1,125,000
Payments for Repurchase of Common Stock	$ 40,000					$ 40,000
Share Price (in Dollars per share) \| $ / shares	$ 0.0557				$ 0.0557	$ 0.0557
Adjustments to Additional Paid in Capital, Other	$ 22,663					$ 22,663
Other Liabilities, Current					$ 40,000	$ 40,000
Related Party [Member]
Related Party Transactions (Details) [Line Items]
Stock Repurchased and Retired During Period, Shares (in Shares) \| shares						1,125,000
Payments for Repurchase of Common Stock						$ 40,000
Share Price (in Dollars per share) \| $ / shares					$ 0.0557	$ 0.0557
Other Liabilities, Current					$ 40,000	$ 40,000
Notes Payable					$ 2,180,484	$ 2,180,484			2,067,023
Number of Related Party Notes Payable					9	9
PN9 [Member]
Related Party Transactions (Details) [Line Items]
Debt Instrument, Face Amount				$ 2,600,000
Notes Payable			$ 400,000
Debt Instrument, Interest Rate, Stated Percentage			12.00%
PN9 [Member] \| Related Party [Member]
Related Party Transactions (Details) [Line Items]
Debt Instrument, Face Amount				$ 2,600,000
Debt Conversion, Original Debt, Amount			$ 2,200,000
Debt Conversion, Converted Instrument, Shares Issued (in Shares) \| shares			56,847,545
Notes Payable					$ 400,000	$ 400,000			0
Debt Instrument, Interest Rate, Stated Percentage			12.00%
Debt Instrument, Maturity Date			Aug. 28, 2025
Navy Capital Debenture 1 [Member] \| Related Party [Member]
Related Party Transactions (Details) [Line Items]
Debt Instrument, Maturity Date				Aug. 28, 2025
PN10 [Member] \| Related Party [Member]
Related Party Transactions (Details) [Line Items]
Debt Instrument, Face Amount		$ 150,000
Notes Payable					144,439	144,439			$ 0
Debt Instrument, Interest Rate, Stated Percentage		12.00%
Debt Instrument, Term		24 years
Debt Instrument, Periodic Payment		$ 7,061
Consulting Fees [Member] \| Director [Member]
Related Party Transactions (Details) [Line Items]
Related Party Transaction, Amounts of Transaction					$ 5,000	$ 5,000

Income Taxes (Details)	3 Months Ended
Income Taxes (Details)	Nov. 30, 2024 USD ($)
Income Tax Disclosure [Abstract]
Taxes Payable	$ 111,441
Accrued Income Taxes	71,959
Income Tax Examination, Penalties Accrued	26,771
Income Tax Examination, Interest Accrued	12,711
Payments for Other Taxes	$ 5,000

Income Taxes (Details) - Schedule of Components of Income Tax Expense (Benefit) - USD ($)	3 Months Ended		6 Months Ended
	Nov. 30, 2024	Nov. 30, 2023	Nov. 30, 2024	Nov. 30, 2023
Schedule Of Components Of Income Tax Expense Benefit Abstract
Revenue	$ 4,161,270	$ 5,197,214	$ 8,966,435	$ 10,311,741
Directly attributable costs	(1,928,995)	(3,025,595)	(4,234,657)	(5,866,196)
Deferred	$ 2,232,275	$ 2,171,619	$ 4,731,778	$ 4,445,545
Tax rate	21.00%	21.00%	21.00%	21.00%
Tax expense	$ 468,778	$ 456,040	$ 993,674	$ 933,564

Commitments and Contingencies (Details)		1 Months Ended			3 Months Ended				6 Months Ended		9 Months Ended	12 Months Ended										50 Months Ended
Commitments and Contingencies (Details)	Sep. 01, 2022 USD ($)	Feb. 29, 2020 USD ($) ft²	Feb. 28, 2019 USD ($) ft²	Jan. 31, 2018 USD ($) ft²	Nov. 30, 2024 USD ($)	Nov. 30, 2023 USD ($)	Jun. 30, 2020 USD ($)	Mar. 31, 2020 USD ($)	Nov. 30, 2024 USD ($)	Nov. 30, 2023 USD ($)	Feb. 28, 2019 USD ($) ft²	Sep. 30, 2028 USD ($)	Sep. 30, 2027 USD ($)	Sep. 30, 2026 USD ($)	Feb. 28, 2026 USD ($)	Sep. 30, 2025 USD ($)	Feb. 28, 2025 USD ($)	Sep. 30, 2024 USD ($)	Feb. 29, 2024 USD ($)	Feb. 28, 2023 USD ($)	Feb. 28, 2022 USD ($)	Feb. 29, 2020 USD ($) ft²	Apr. 17, 2027	Aug. 31, 2024	Oct. 31, 2023 ft²	Apr. 17, 2017 ft²
Commitments and Contingencies (Details) [Line Items]
Operating Lease, Expense					$ 140,612	$ 123,408			$ 278,097	$ 257,611
Building [Member]
Commitments and Contingencies (Details) [Line Items]
Area of Real Estate Property (in Square Feet) \| ft²																										14,392
Lessee, Operating Lease, Term of Contract																							72 months
Lessee, Operating Lease, Renewal Term																										10 years
Minimum [Member]
Commitments and Contingencies (Details) [Line Items]
Lessee, Operating Lease, Term of Contract																								1 year
Maximum [Member]
Commitments and Contingencies (Details) [Line Items]
Lessee, Operating Lease, Term of Contract																								10 years 6 months
Deposit [Member]
Commitments and Contingencies (Details) [Line Items]
Loss Contingency Accrual, Provision											$ 50,000
Other Expense [Member]
Commitments and Contingencies (Details) [Line Items]
Loss Contingency Accrual, Provision											10,000
Rent Expense [Member]
Commitments and Contingencies (Details) [Line Items]
Loss Contingency Accrual, Provision											15,699
Remaining Amounts Due Under Lease [Member]
Commitments and Contingencies (Details) [Line Items]
Loss Contingency Accrual, Provision											$ 30,000
Las Vegas, NV #1 [Member] \| Building [Member]
Commitments and Contingencies (Details) [Line Items]
Area of Real Estate Property (in Square Feet) \| ft²			1,400								1,400
Lessee, Operating Lease, Term of Contract			18 months								18 months
Operating Lease, Expense	$ 2,084	$ 1,867
Operating Lease, Annual Increase		3.00%
Las Vegas, NV #1 [Member] \| Minimum [Member] \| Building [Member]
Commitments and Contingencies (Details) [Line Items]
Operating Lease, Expense			$ 1,785
Las Vegas, NV #2 [Member] \| Building [Member]
Commitments and Contingencies (Details) [Line Items]
Area of Real Estate Property (in Square Feet) \| ft²				1,000
Las Vegas, NV #2 [Member] \| Building and Building Improvements [Member]
Commitments and Contingencies (Details) [Line Items]
Operating Lease, Expense									10,679
Operating Lease, Monthly Amount Increase		$ 600
Las Vegas, NV #2 [Member] \| Minimum [Member] \| Building and Building Improvements [Member]
Commitments and Contingencies (Details) [Line Items]
Operating Lease, Expense				$ 7,500
Las Vegas, NV #3 [Member] \| Building [Member]
Commitments and Contingencies (Details) [Line Items]
Area of Real Estate Property (in Square Feet) \| ft²			2,504								2,504
Lessee, Operating Lease, Term of Contract			18 months								18 months
Operating Lease, Expense									$ 3,758
Operating Lease, Annual Increase		3.00%	4.00%
Las Vegas, NV #3 [Member] \| Minimum [Member] \| Building [Member]
Commitments and Contingencies (Details) [Line Items]
Operating Leases, Rent Expense, Minimum Rentals			$ 3,210
Las Vegas, NV #4 [Member] \| Building [Member]
Commitments and Contingencies (Details) [Line Items]
Area of Real Estate Property (in Square Feet) \| ft²		22,000																				22,000
Lessee, Operating Lease, Term of Contract		5 years																				5 years
Las Vegas, NV #4 [Member] \| Minimum [Member] \| Building [Member]
Commitments and Contingencies (Details) [Line Items]
Operating Lease, Expense																						$ 11,000
Las Vegas, NV #4 [Member] \| Maximum [Member] \| Building [Member]
Commitments and Contingencies (Details) [Line Items]
Operating Lease, Expense								$ 29,000
Las Vegas, NV #4 [Member] \| Rent For April May And June 2020 [Member] \| Minimum [Member] \| Building [Member]
Commitments and Contingencies (Details) [Line Items]
Operating Lease, Expense							$ 25,000
Las Vegas, NV #4 [Member] \| Rent For March 2021 Through February 2022 [Member] \| Minimum [Member] \| Building [Member]
Commitments and Contingencies (Details) [Line Items]
Operating Lease, Expense																					$ 22,500
Las Vegas, NV #4 [Member] \| Rent For March 2022 Through February 2023 [Member] \| Minimum [Member] \| Building [Member]
Commitments and Contingencies (Details) [Line Items]
Operating Lease, Expense																				$ 23,175
Las Vegas, NV #4 [Member] \| Rent For March 2023 Through February 2024 [Member] \| Minimum [Member] \| Building [Member]
Commitments and Contingencies (Details) [Line Items]
Operating Lease, Expense																			$ 23,870
Las Vegas, NV #4 [Member] \| Rent For March 2024 Through February 2025 [Member] \| Minimum [Member] \| Building [Member]
Commitments and Contingencies (Details) [Line Items]
Operating Lease, Expense																	$ 24,586
Las Vegas, NV #4 [Member] \| Rent For March 2025 Through February 2026 [Member] \| Minimum [Member] \| Building [Member]
Commitments and Contingencies (Details) [Line Items]
Operating Lease, Expense															$ 25,323
Las Vegas, NV #5 [Member]
Commitments and Contingencies (Details) [Line Items]
Area of Real Estate Property (in Square Feet) \| ft²																									2,547
Las Vegas, NV #5 [Member] \| Building [Member]
Commitments and Contingencies (Details) [Line Items]
Lessee, Operating Lease, Term of Contract																									5 years
Las Vegas, NV #5 [Member] \| Minimum [Member] \| Building [Member]
Commitments and Contingencies (Details) [Line Items]
Operating Lease, Expense												$ 5,721	$ 5,554	$ 5,393		$ 5,236		$ 5,083

Subsequent Events (Details) - Subsequent Event [Member]		23 Months Ended	24 Months Ended
Subsequent Events (Details) - Subsequent Event [Member]	Dec. 27, 2024 USD ($)	Dec. 31, 2026	Dec. 31, 2026	Jan. 07, 2025 USD ($)
Subsequent Events (Details) [Line Items]
Debt Instrument, Face Amount	$ 1,000,000
Debt Instrument, Interest Rate, Stated Percentage	12.00%
Debt Instrument, Term			24 months
Debt Instrument, Frequency of Periodic Payment		monthly
Debt Instrument, Maturity Date			Dec. 31, 2026
Number of Related Party Notes Payable				3
Related Party [Member]
Subsequent Events (Details) [Line Items]
Notes Payable				$ 900,000
Canaccord Debentures [Member]
Subsequent Events (Details) [Line Items]
Convertible Notes Payable	$ 1,378,778
Debt Instrument, Redemption, Description	option to redeem all outstanding December Debentures in cash at a redemption price equal to $600 per $1,000 principal amount of December Debentures; any accrued but unpaid interest through to and including the redemption date shall not be paid and shall be cancelled

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