• Filing Date: 2020-10-15
  • Form Type: 10-Q
  • Description: Quarterly report
v3.20.2
Document and Entity Information - shares
3 Months Ended
Aug. 31, 2020
Oct. 15, 2020
Cover [Abstract]    
Entity Registrant Name Laredo Oil, Inc.  
Entity Central Index Key 0001442492  
Document Type 10-Q  
Document Period End Date Aug. 31, 2020  
Amendment Flag false  
Current Fiscal Year End Date --05-31  
Is Entity's Reporting Status Current? Yes  
Entity Filer Category Non-accelerated Filer  
Entity Emerging Growth Company false  
Entity Small Business true  
Entity Shell Company false  
Entity Interactive Data Current Yes  
Entity Incorporation, State or Country Code DE  
Entity File Number 333-153168  
Entity Common Stock, Shares Outstanding   54,514,765
Document Fiscal Period Focus Q1  
Document Fiscal Year Focus 2021  
v3.20.2
Balance Sheets (Unaudited) - USD ($)
Aug. 31, 2020
May 31, 2020
Current Assets    
Cash and cash equivalents $ 948,795 $ 1,532,511
Receivable - related party 294,491 32,058
Prepaid expenses and other current assets 28,261 58,492
Total Current Assets 1,271,547 1,623,061
Equity method investment 448,900 0
TOTAL ASSETS 1,720,447 1,623,061
Current Liabilities    
Accounts payable 83,105 20,954
Accrued payroll liabilities 1,799,714 1,581,847
Accrued interest 271,331 259,133
Deferred management fee revenue 45,833 45,833
Notes payable - related party 350,000 350,000
Current note payable 680,327 473,778
Total Current Liabilities 3,230,310 2,731,545
Long-term note, net of current note payable 553,329 759,878
TOTAL LIABILITIES 3,783,639 3,491,423
Commitments and Contingencies
Stockholders' Deficit    
Preferred stock: $0.0001 par value; 10,000,000 shares authorized; none issued and outstanding 0 0
Common stock: $0.0001 par value; 90,000,000 shares authorized; 54,514,765 issued and outstanding 5,451 5,451
Additional paid in capital 8,844,592 8,844,592
Accumulated deficit (10,913,235) (10,718,405)
Total Stockholders' Deficit (2,063,192) (1,868,362)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 1,720,447 $ 1,623,061
v3.20.2
Balance Sheets (Unaudited) (Parenthetical) - $ / shares
Aug. 31, 2020
May 31, 2020
Stockholders' Deficit    
Preferred stock, par value $ .0001 $ 0.0001
Preferred stock, authorized shares 10,000,000 10,000,000
Preferred stock, issued shares 0 0
Preferred stock, outstanding shares 0 0
Common stock, par value $ .0001 $ 0.0001
Common stock, authorized shares 90,000,000 90,000,000
Common stock, issued shares 54,514,765 54,514,765
Common stock, outstanding shares 54,514,765 54,514,765
v3.20.2
Statements of Operations (Unaudited) - USD ($)
3 Months Ended
Aug. 31, 2020
Aug. 31, 2019
Income Statement [Abstract]    
Management fee revenue - related party $ 1,675,987 $ 2,085,182
Direct costs 1,718,864 2,069,317
Gross profit (42,877) 15,865
General, selling and administrative expenses 18,997 21,818
Consulting and professional services 120,758 70,665
Total Operating Expenses 139,755 92,483
Operating loss (182,632) (76,618)
Non-operating income (expense)    
Interest expense (12,198) (8,630)
Net loss $ (194,830) $ (85,248)
Net loss per share, basic and diluted $ (0.00) $ (0.00)
Weighted average number of basic and common shares outstanding 54,514,765 54,514,765
v3.20.2
Statements of Changes in Stockholders' Deficit - USD ($)
Common Stock
Preferred Stock
Additional Paid in Capital
Accumulated Deficit
Total
Beginning balance, shares at May. 31, 2019 54,514,765 0      
Beginning balance, amount at May. 31, 2019 $ 5,451 $ 0 $ 8,844,592 $ (10,551,489) $ (1,701,446)
Net loss (85,248) (85,248)
Ending balance, shares at Aug. 31, 2019 54,514,765 0      
Ending balance, amount at Aug. 31, 2019 $ 5,451 $ 0 8,844,592 (10,636,737) (1,786,694)
Beginning balance, shares at May. 31, 2020 54,514,765 0      
Beginning balance, amount at May. 31, 2020 $ 5,451 $ 0 8,844,592 (10,718,405) (1,868,362)
Net loss (194,830) (194,830)
Ending balance, shares at Aug. 31, 2020 54,514,765 0      
Ending balance, amount at Aug. 31, 2020 $ 5,451 $ 0 $ 8,844,592 $ (10,913,235) $ (2,063,192)
v3.20.2
Statements of Cash Flows (Unaudited) - USD ($)
3 Months Ended
Aug. 31, 2020
Aug. 31, 2019
CASH FLOWS FROM OPERATING ACTIVITIES    
Net loss $ (194,830) $ (85,248)
Adjustments to Reconcile Net Loss to Net Cash (Used in) Provided by Operating Activities    
(Increase)/decrease in receivable - related party (262,433) (116,416)
Decrease in prepaid expenses and other current assets 30,231 12,812
Increase in accounts payable and accrued liabilities 292,216 220,721
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES (134,816) 31,869
CASH FLOWS FROM INVESTING ACTIVITIES    
Investment in equity method investment (448,900) 0
NET CASH USED IN INVESTING ACTIVITIES (448,900) 0
CASH FLOWS FROM FINANCING ACTIVITIES 0 0
Net change in cash and cash equivalents (583,716) 31,869
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,532,511 289,559
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 948,795 $ 321,428
v3.20.2
1. ORGANIZATION AND DESCRIPTION OF BUSINESS
3 Months Ended
Aug. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
1. ORGANIZATION AND DESCRIPTION OF BUSINESS

On June 14, 2011, the Company entered into agreements with Stranded Oil Resources Corporation (“SORC”) to seek recovery of stranded crude oil from mature, declining oil fields by using the enhanced oil recovery (“EOR”) method known as Underground Gravity Drainage (“UGD”). Such agreements include license agreements, management services agreements, and other agreements (collectively the “Agreements”). SORC is a subsidiary of Alleghany Corporation (“Alleghany”).

 

The Agreements stipulate that the Company and Mark See, the Company’s Chairman and Chief Executive Officer (“CEO”), will provide to SORC, management services and expertise through exclusive, perpetual license agreements and a management services agreement (the “Management Service Agreement”) with SORC. As consideration for the licenses to SORC, the Company will receive an interest in SORC’s net profits as defined in the Agreements (the “Royalty”). The Management Service Agreement (“MSA”) outlines that the Company will provide the services of various employees (“Service Employees”), including Mark See, in exchange for monthly and quarterly management service fees. The monthly management service fees provide funding for the salaries, benefit costs, and FICA taxes for the Service Employees identified in the MSA. SORC remits payment for the monthly management fees in advance and is payable on the first day of each calendar month. The quarterly management fee is $137,500 and is paid on the first day of each calendar quarter, and, as such, $45,833 has been recorded as deferred management fee revenue at August 31, 2020. In addition, SORC will reimburse the Company for monthly expenses incurred by the Service Employees in connection with their rendition of services under the MSA. The Company may submit written requests to SORC for additional funding for payment of the Company’s operating costs and expenses, which SORC, in its sole and absolute discretion, will determine whether or not to fund. As of the filing date, no such additional funding requests have been made.

 

As consideration for the licenses to SORC, the Company will receive a 19.49% interest in SORC net profits as defined in the SORC License Agreement (the “SORC License Agreement”). Under the SORC License Agreement, the Company agreed that a portion of the Royalty equal to at least 2.25% of the net profits (“Incentive Royalty”) be used to fund a long-term incentive plan for the benefit of its employees, as determined by the Company’s board of directors. On October 11, 2012, the Laredo Royalty Incentive Plan (the “Plan”) was approved and adopted by the Board and the Incentive Royalty was assigned by the Company to Laredo Royalty Incentive Plan, LLC, a special purpose Delaware limited liability company and wholly owned subsidiary of Laredo Oil, Inc. formed to carry out the purposes of the Plan (the “Plan Entity”). Through August 31, 2020 the subsidiary has received no distributions from SORC. As a result of the assignment of the Incentive Royalty to the Plan Entity, the Royalty retained by the Company has been reduced from 19.49% to 17.24% subject to reduction to 15% under certain events stipulated in the SORC License Agreement. Additionally, in the event of a SORC initial public offering or certain other defined corporate events, the Company will receive 17.24%, subject to reduction to 15% under the SORC License Agreement, of the SORC common equity or proceeds emanating from the event in exchange for termination of the Royalty. Under certain circumstances regarding termination of exclusivity and license terminations, the Royalty could be reduced to 7.25%. If any Incentive Royalty is funded as a result of those conditions being met, the Company may record compensation expense for the fair value of the Incentive Royalty, once all pertinent factors are known and considered probable.

 

Prior to the Company receiving any Royalty cash distributions from SORC, all SORC preferred share accrued dividends must be paid (in excess of $200 million as of June 30, 2020), preferred shares redeemed ($271.5 million as of June 30, 2020), and debt retired to comply with any loan agreements. Additionally, when SORC acquires additional oil fields, any Alleghany funds invested in SORC to finance their acquisition and development must be repaid prior to the distribution of any Royalty cash distributions to Laredo.

 

Basic and Diluted Loss per Share

 

The Company’s basic earnings per share (“EPS”) amounts have been computed based on the weighted-average number of shares of common stock outstanding for the period. As the Company realized a net loss for the three-month periods ended August 31, 2020 and 2019, no potentially dilutive securities were included in the calculation of diluted loss per share as their impact would have been anti-dilutive. Diluted net income (loss) per share is computed by dividing the net income (loss) by the weighted-average number of common and dilutive common equivalent shares outstanding during the period.

 

v3.20.2
2. GOING CONCERN
3 Months Ended
Aug. 31, 2020
Going Concern  
2. GOING CONCERN

These financial statements have been prepared on a going concern basis. The Company has routinely incurred losses since inception, resulting in an accumulated deficit and is dependent upon one customer for its revenue. The Company entered into the Agreements with SORC to fund operations and to provide working capital. However, there is no assurance that in the future such financing will be available to meet the Company’s needs.

 

Management has undertaken steps as part of a plan to improve operations with the goal of sustaining our operations for the next twelve months and beyond. These steps include (a) providing services and expertise to optimize operations; and (b) controlling overhead and expenses. In that regard, the Company has worked to attract and retain key personnel with significant experience in the industry to enhance the quality and breadth of the services it provides. At the same time, in an effort to control costs, the Company has required a number of its personnel to multi-task and cover a wider range of responsibilities in an effort to minimize headcount. There can be no assurance that the Company can successfully accomplish these steps and it is uncertain that the Company will achieve a profitable level of operations and obtain additional financing. There can be no assurance that any additional financing will be available to the Company on satisfactory terms and conditions, if at all.

 

The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the possible inability of the Company to continue as a going concern.

v3.20.2
3. SIGNIFICANT ACCOUNTING POLICIES
3 Months Ended
Aug. 31, 2020
Accounting Policies [Abstract]  
3. SIGNIFICANT ACCOUNTING POLICIES

Equity Method Investment - Investments classified as equity method consist of investments in companies in which the Company is able to exercise significant influence but not control. Under the equity method of accounting, the investment is initially recorded at cost, then the Company’s proportional share of investee’s underlying net income or loss is recorded as a component of “other income” with a corresponding increase or decrease to the carrying value of the investment. Distributions received from the investee reduce the Company’s carrying value of the investment. These investments are evaluated for impairment if events or circumstances arise that indicate that the carrying amount of such assets may not be recoverable. No changes in carrying value or impairments were recognized for the Company’s equity method investment during the quarter ended August 31, 2020. See Note 11.

 

v3.20.2
4. REVENUE RECOGNITION
3 Months Ended
Aug. 31, 2020
Revenue from Contract with Customer [Abstract]  
4. REVENUE RECOGNITION

Monthly Management Fee

 

The Company generates monthly management revenues from fees for labor and benefit costs. The Company recognizes revenue for these services in the month the labor and benefits are received by the customer. Monthly management fee revenues of $1,538,487 and $1,947,682 were recognized for the three months ended August 31, 2020 and 2019, respectively.

 

Quarterly Management Fee

 

The Company generates management fee revenue each quarter. The Company recognizes revenue over the applicable quarter on a straight-line basis. The management fee is billed quarterly in advance. As a result, we have recorded deferred revenue for services that have not been provided of $45,833 as of August 31, 2020 and 2019. Quarterly management fees recognized for the three months ended August 31, 2020 and 2019 were $137,500.

 

v3.20.2
5. RECENT AND ADOPTED ACCOUNTING STANDARDS
3 Months Ended
Aug. 31, 2020
Accounting Standards Update and Change in Accounting Principle [Abstract]  
5. RECENT AND ADOPTED ACCOUNTING STANDARDS

The Company has reviewed recently issued accounting standards and plans to adopt those that are applicable to it. It does not expect the adoption of those standards to have a material impact on its financial position, results of operations, or cash flows.

 

v3.20.2
6. FAIR VALUE OF FINANCIAL INSTRUMENTS
3 Months Ended
Aug. 31, 2020
Fair Value Disclosures [Abstract]  
6. FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company’s financial instruments as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 825-10-50, Financial Instruments, include cash and cash equivalents, equity method investments, accounts payable, accrued liabilities and notes payable. The equity method investments approximates fair value as a result of limited activity by the investee since formation. All other instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at August 31, 2020.

 

Based on the borrowing rates currently available to the Company for loans with similar terms and maturities, the fair value of long-term notes payable approximates the carrying value.

v3.20.2
7. RELATED PARTY TRANSACTIONS
3 Months Ended
Aug. 31, 2020
Related Party Transactions [Abstract]  
7. RELATED PARTY TRANSACTIONS

Transactions between related parties are considered to be related party transactions even though they may not be given accounting recognition. FASB ASC 850, Related Party Disclosures (“FASB ASC 850”) requires that transactions with related parties that would make a difference in decision making shall be disclosed so that users of the financial statements can evaluate their significance. Related party transactions typically occur within the context of the following relationships:

 

  Affiliates of the entity;

 

  Entities for which investments in their equity securities is typically accounted for under the equity method by the investing entity;

 

  Trusts for the benefit of employees;

 

  Principal owners of the entity and members of their immediate families;

 

  Management of the entity and members of their immediate families.

 

  Other parties that can significantly influence the management or operating policies of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

 

SORC and Alleghany are considered related parties under FASB ASC 850. All management fee revenue reported by the Company for the three months ended August 31, 2020 and 2019 is generated from charges to SORC. All outstanding notes payable at August 31, 2020 and May 31, 2020 are held by Alleghany Capital Corporation (“Alleghany Capital”), a wholly owned subsidiary of Alleghany. See Note 8.

 

v3.20.2
8. STOCKHOLDERS' DEFICIT
3 Months Ended
Aug. 31, 2020
Stockholders' Deficit  
8. STOCKHOLDERS' DEFICIT

Share Based Compensation

 

The Black-Scholes option pricing model is used to estimate the fair value of options granted under our stock incentive plan.

 

Share based compensation expense is fully recorded with respect to stock option awards outstanding. No share based compensation expense was recorded for the three months ended August 31, 2020 or 2019.

 

Stock Options

 

No option grants were made during the first quarter of fiscal years 2021 and 2020.

 

Restricted Stock

 

No restricted stock was granted during the first quarter of fiscal years 2021 or 2020.

 

Warrants

 

No warrants were issued during the first quarter of fiscal years 2021 or 2020 As of August 31, 2020, there were 5,374,501 warrants remaining to be exercised at a price of $0.70 per share to Sunrise Securities Corporation to satisfy the finders’ fee obligation associated with the Alleghany transaction. The warrants will expire June 14, 2021 and are currently exercisable.

 

v3.20.2
9. NOTES PAYABLE
3 Months Ended
Aug. 31, 2020
Notes Payable [Abstract]  
9. NOTES PAYABLE

Alleghany Notes

 

During the fiscal year ended May 31, 2011, the Company entered into two Loan Agreements with Alleghany Capital for a combined available borrowing limit of $350,000. The notes accrue interest on the outstanding principal of $350,000 at the rate of 6% per annum. As of August 31, 2020, accrued interest totaling $267,140 is recorded in accrued interest. The interest is payable in either cash or in kind. The notes have been amended and restated and now have a maturity date of December 31, 2020 and are classified as current notes payable. The loan agreements require any stock issuances for cash be utilized to pay down the outstanding loan balance unless written consent is obtained from Alleghany Capital.

 

Paycheck Protection Program Loan

 

   August 31,  May 31,
   2020  2020
PPP Loan  $1,233,656   $1,233,656 
           
Total Long-Term Notes   1,233,656    1,233,656 
Less amounts classified as current   680,327    473,778 
           
Long-term note, excluding current portion  $553,329   $759,878 

 

On April 28, 2020, the Company entered into a Note (the “Note”) with IBERIABANK for $1,233,656 pursuant to the terms of the Paycheck Protection Program (“PPP”) authorized by the Coronavirus Aid, Relief, and Economic Security (CARES) Act (“Program”). The Note will accrue interest on the outstanding principal sum at the rate of 1% per annum, and is due two years from the date of the Note, at which time all unpaid principal, accrued interest and any other amounts will be due and payable. No interest or principal will be due during the first six months after April 28, 2020, although interest will continue to accrue over this six-month deferral period. As of August 31, 2020, accrued interest totaling $4,191 is recorded in accrued interest on the accompanying balance sheets. After such six-month deferral period and after taking into account any loan forgiveness applicable to the Note pursuant to the Program, as approved by the Small Business Administration, an agency of the United States of America, any remaining principal and accrued interest will be payable in substantially equal monthly installments on the first day of each month over the remaining 18-month term of the Note.

 

The Company did not provide any collateral or guarantees for the loan, nor did the Company pay any facility charge to obtain the loan. The Note provides for customary events of default, including, among others, those relating to failure to make payment, bankruptcy, breaches of representations and material adverse effects. The Company may prepay the Note at any time without payment of any penalty or premium.

 

On June 5, 2020, the PPP Flexibility Act of 2020 was signed into law and amended the CARES Act and eased rules on how and when recipients can use loans and still be eligible for forgiveness. As noted above, under the terms of the Program and PPP Flexibility Act, PPP loan recipients can apply for and be granted forgiveness for all or a portion of the loan granted under the PPP. Such forgiveness will be determined, subject to limitations, based on the use of loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and the maintenance of the Company’s payroll levels. No assurance can be given that the Company will obtain forgiveness of the loan, in whole or in part. If all or a portion of a loan is ultimately forgiven, the Company plans to record income from the extinguishment of its loan obligation when it is legally released from being the primary obligor in accordance with ASC 405-20-40-1.

 

v3.20.2
10. EMPLOYEE SEPARATIONS
3 Months Ended
Aug. 31, 2020
Postemployment Benefits [Abstract]  
10. EMPLOYEE SEPARATIONS

The Company establishes obligations for expected termination benefits provided under existing agreements with a former or inactive employee after employment but before retirement. These benefits generally include severance payments and medical continuation coverage. During the first quarter of 2021, the Company continued to reduce expenses in response to the impact of the COVID-19 pandemic. These activities included further reductions in its workforce. The Company incurred severance and related charges totaling $222,023 during the first quarter 2021. As of August 31, 2020, the Company had a remaining severance accrual of $48,223 included in accrued payroll liabilities. There were no similar accruals as of May 31, 2020.

 

v3.20.2
11. EQUITY METHOD INVESTMENT
3 Months Ended
Aug. 31, 2020
Equity Method Investment, Financial Statement, Reported Amounts [Abstract]  
11. EQUITY METHOD INVESTMENT

On June 30, 2020, Laredo Oil, Inc. (“Laredo”) entered into a Limited Liability Company Agreement (the “LLC Agreement”) of Cat Creek Holdings LLC (“Cat Creek”), a Montana limited liability company formed as a joint venture for the purchase of certain oil and gas properties in the Cat Creek Field in Petroleum and Garfield Counties in the State of Montana (the “Cat Creek Properties”). In accordance with the LLC Agreement, Laredo invested $448,900 in Cat Creek for 50% of the ownership interests in Cat Creek using cash on hand. Each of Lipson Investments LLC and Viper Oil & Gas, LLC, the other two members of Cat Creek, have ownership interests in Cat Creek of 25% in consideration of their respective investments of $224,450. Cat Creek will be managed by a Board of Directors consisting of four directors, two of which shall be designated by Laredo.

 

Cat Creek entered into an Asset Purchase and Sale Agreement (the “Purchase Agreement”) with Carrell Oil Company (“Seller”) on July 1, 2020 for the purchase of the Cat Creek Properties from Seller. On September 21, 2020, upon resolving the purchase contingency under the Purchase Agreement, the Seller received consideration of $400,000, taking into effect certain adjustments resulting from pre- and post-effective date revenue, expense, and allocations.

 

v3.20.2
3. SIGNIFICANT ACCOUNTING POLICIES (Policies)
3 Months Ended
Aug. 31, 2020
Accounting Policies [Abstract]  
Equity Method Investment

Equity Method Investment - Investments classified as equity method consist of investments in companies in which the Company is able to exercise significant influence but not control. Under the equity method of accounting, the investment is initially recorded at cost, then the Company’s proportional share of investee’s underlying net income or loss is recorded as a component of “other income” with a corresponding increase or decrease to the carrying value of the investment. Distributions received from the investee reduce the Company’s carrying value of the investment. These investments are evaluated for impairment if events or circumstances arise that indicate that the carrying amount of such assets may not be recoverable. No changes in carrying value or impairments were recognized for the Company’s equity method investment during the quarter ended August 31, 2020. See Note 11.

 

v3.20.2
9. NOTES PAYABLE (Tables)
3 Months Ended
Aug. 31, 2020
Notes Payable [Abstract]  
Paycheck protection program loan
   August 31,  May 31,
   2020  2020
PPP Loan  $1,233,656   $1,233,656 
           
Total Long-Term Notes   1,233,656    1,233,656 
Less amounts classified as current   680,327    473,778 
           
Long-term note, excluding current portion  $553,329   $759,878 
v3.20.2
1. ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative) - USD ($)
Aug. 31, 2020
May 31, 2020
Aug. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]      
Deferred management fee revenue $ 45,833 $ 45,833 $ 45,833
v3.20.2
4. REVENUE RECOGNITION (Details Narrative) - USD ($)
3 Months Ended
Aug. 31, 2020
Aug. 31, 2019
May 31, 2020
Management fee revenue - related party $ 1,675,987 $ 2,085,182  
Deferred management fee revenue 45,833 45,833 $ 45,833
Monthly Management Fee      
Management fee revenue - related party 1,538,487 1,947,682  
Quarterly Management Fee      
Management fee revenue - related party $ 137,500 $ 137,500  
v3.20.2
8. STOCKHOLDERS' DEFICIT (Details Narrative) - USD ($)
3 Months Ended
Aug. 31, 2020
Aug. 31, 2019
Stockholders' Deficit    
Share-based compensation $ 0 $ 0
Stock options granted 0 0
Restricted stock granted 0 0
Warrants exercisable 5,374,501  
v3.20.2
9. NOTES PAYABLE (Details) - USD ($)
Aug. 31, 2020
May 31, 2020
Notes Payable [Abstract]    
PPP loan $ 1,233,656 $ 1,233,656
Total long-term notes 1,233,656 1,233,656
Less amounts classified as current 680,327 473,778
Long-term note, excluding current portion $ 553,329 $ 759,878
v3.20.2
9. NOTES PAYABLE (Details Narrative) - USD ($)
Aug. 31, 2020
May 31, 2020
Notes Payable [Abstract]    
Accrued interest $ 271,331 $ 259,133
v3.20.2
10. EMPLOYEE SEPARATIONS (Details Narrative)
3 Months Ended
Aug. 31, 2020
USD ($)
Postemployment Benefits [Abstract]  
Severance and related charges $ 222,026
Remaining severance accrual $ 48,223
v3.20.2
11. EQUITY METHOD INVESTMENT (Details Narrative) - USD ($)
3 Months Ended
Aug. 31, 2020
Aug. 31, 2019
Equity Method Investment, Financial Statement, Reported Amounts [Abstract]    
Investment in equity method investment $ (448,900) $ 0