Credit Facility [Axis]
ESD [Member]
GHS Secured Loan [Member]
Vendors [Member]
TCA Closing Fees [Member]
Debt Instrument [Axis]
Loans Payable [Member]
Notes Payable[Member]
Debt Conversion Description [Axis]
Convertible Notes [Member]
Notes Payable [Member]
Purchase Rights Purchase and Sale Agreement [Member]
Business Acquisition [Axis]
Line of Credit [Member]
Line of Credit [Member]
Credit Line [Member]
NPA[Member]
NPA Amended [Member]
Two Convertible Note Holders [Member]
NPA Consulting Fees [Member]
Revolver [Member]
Victoria Kitchen, LLC [Member]
VK [Member]
Third Purchase Rights Purchase and Sale Agreement [Member]
NPA #2 [Member]
Note Amendment [Member]
GBC Acquisition [Member]
GBC [Member]
Secured Convertible Promissory NoteMember]
Note Purchasing Agreement 2nd Offering [Member]
Purchase and Sale Agreement [Member]
GBC Line of Credit[Member]
Subsequent Event Type [Axis]
Subsequent Event [Member]
Short-term Debt, Type [Axis]
NotesPayableMember
Title of Individual [Axis]
Chief Operating Officer and stockholder [Member]
Indefinite-lived Intangible Assets [Axis]
Acquisition GBC [Member]
Acquisition VK [Member]
Concentration Risk Type [Axis]
Sales [Member]
Accounts Receivable [Member]
JCG [Member]
LFER [Member]
Proforma [Member]
Proforma Combined[Member]
GBC Loan Payable [Member]
GBC Bank Loan Payable [Member]
One Convertible Note Holders [Member]
GBC Stockholder Loan [Member]
Acquisition JCG [Member]
Related Party Note Payable [Member]
Related Party Note Payable [Member]
NPA Additional Terms [Member]
NPA Additional Terms [Member]
NPA Additional Terms [Member]
Equity Components [Axis]
Common Stock
Series A Preferred Stock
Additional Paid-In Capital
Accumulated Deficit
Line of Credit [Member]
Secured Promissory Note [Member]
Investor NoteMember]
Small Business Lender [Member]
Sale of Stock [Axis]
Share Price 1 [Member]
Share Price 2 [Member]
Share Price 3 [Member]
Accounts Receivable [Member]
LFER [Member]
Proforma Adjustments [Member]
Proforma Combined [Member]
The 2016 Notes [Member]
2017 NPA NoteMember]
The Notes OfferingMember]
The 2nd Note OfferingMember]
Treasury Stock
Document And Entity Information
Entity Registrant Name
Entity Central Index Key
Document Type
Document Period End Date
Amendment Flag
Current Fiscal Year End Date
Is Entity a Well-known Seasoned Issuer?
Is Entity a Shell Company?
Is Entity a Voluntary Filer?
Is Entity's Reporting Status Current?
Entity Filer Category
Entity Public Float
Entity Common Stock, Shares Outstanding
Document Fiscal Period Focus
Document Fiscal Year Focus
Entity Emerging Growth Company
Entity Small Business
Entity Transition Period
Amendment Description
Entity File Number
Statement of Financial Position [Abstract]
Current Assets:
Cash and cash equivalents
Accounts receivable, net of allowance for doubtful accounts of $25,000 and $14,000 as of November 30, 2018 and May 31, 2018, respectively
Inventory
Prepaid expenses
Due (to)/from affiliates
Total current assets
Other Assets:
Equipment, net of accumulated depreciation of $53,548 and $30,937 as of February 28, 2019 and May 31, 2018, respectively
Notes receivable
Goodwill
Intangible assets, net of accumulated amortization of $184,997 and $80,822 as of February 28, 2019 and May 31, 2018, respectively
Security deposits
Total Assets
Current Liabilities
Lines of credit
Accounts payable and accrued expenses
Note payable - related party
Notes payable, net of unamortized deferred financing costs of $68,931 and $0 as of February 28, 2019 and May 31, 2018, respectively
Convertible notes payable, net of unamortized deferred financing costs of $300,455 and $638,427 as of February 28, 2019 and May 31, 2018, respectively
Current maturities of loans payable, net of unamortized deferred financings costs of $2,682 and $67,834 as of February 28, 2019 and May 31, 2018, respectively
Current maturities of loan payable - stockholders
Deferred tax liability
Total current liabilities
Loans payable - net of current maturities
Loan payable - stockholders - net of current maturities
Deferred tax liability- net of current portion
Total Liabilities
Commitments and contingencies
Stockholders' Equity (Deficiency):
Series A Preferred stock, $0.001 par value; 10,000,000 shares authorized,1,100,000 and 1,200,000 shares issued and outstanding as of February 28, 2019 and May 31, 2018, respectively
Common stock, $0.001 par value; 100,000,000 shares authorized, 34,913,689 and 23,581,586 shares issued and outstanding, as of February 28, 2019 and May 31, 2018, respectively
Additional paid in capital
Accumulated deficit
Total Stockholders' (Deficiency)
Total Liabilities and Stockholders' (Deficiency)
Statement [Table]
Statement [Line Items]
Notes Payable - Long Term [Member]
Allowance for doubful accounts
Accumulated Depreciation
Accumulated Amortization
Capitalized financing costs
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, par value
Preferred stock, authorized shares
Preferred stock, issued shares
Preferred stock, outstanding shares
Common stock, par value
Common stock, Authorized
Common stock, Issued
Common stock, outstanding
Income Statement [Abstract]
Sales, net
Cost of goods sold
Gross profit
Expenses:
Salaries and benefits
Professional fees
Consultants - share based compensation
Travel
Repairs and maintenance
Rent
Depreciation and amortization
Advertising and promotion
Officers' compensation
Other
Total expenses
Loss from operations
Other (expenses)
Vendor settlement
Tax benefit
Interest and financing costs
Net loss
Basic and diluted loss per share
Basic and diluted weighted average number of shares outstanding
Beginning Balance, Shares
Beginning Balance, Amount
Issuance of common stock for services,shares
Issuance of common stock services, amount
Issuance of common stock for deferred financing costs, shares
Issuance of common stock for deferred financing costs, amount
Issuance of common shares for convertible debt at par value, shares
Issuance of common shares for convertible debt at par value, amount
Issuance of common shares, shares
Issuance of common shares, amount
Issuance of common shares, shares
Issuance of common shares, amount
Issuance of common shares, shares
Issuance of common shares, amount
Issuance of common shares for acquisition of JCG, shares
Issuance of common shares for acquisition of JCG, amount
Contingent consideration for additional shares related to the acquisition of JCG, amount
Cancellation of preferred shares, shares
Cancellation of preferred shares, amount
Net loss
Ending Balance, Shares
Ending Balance, Amount
Price per share
Common Shares repurchased for treasury, shares
Common Shares repurchased for treasury, amount
Cancellation of treasury stock, shares
Cancellation of treasury stock, amount
Statement of Cash Flows [Abstract]
Cash Flows From Operating Activities
Adjustments to reconcile net loss to net cash (used in) operating activities:
Stock based compensation
Depreciation and amortization
Amortization of financing costs included in interest and financing costs
Interest on note payable settlement
Provision for bad debts
Forgiveness of notes receivables
Changes in operating assets and liabilities:
(Increase) decrease in:
Accounts receivable
Inventory
Prepaid expenses and other current assets
Notes receivable
Intangible assets
Prepaid expenses and other current assets
Security deposit
Increase (decrease) in:
Accounts payable and accrued expenses
Deferred tax liability
Customer advances
Net cash (used in) operating activities
Cash Flows From Investing Activities
Acquisition of subsidiary, net of cash acquired
Acquisition of GBC
Equipment acquired
Customer list acquired
Payment of security deposit
Net cash (used in) investment activities
Cash Flows From Financing Activities
Repayment of loans payable
Repayment of notes payable
Repayment of convertible notes payable
Proceeds from notes payable, net of deferred financing costs
Proceeds from lines of credit, net of financing costs
Payment of lines of credit
Proceeds from loan payable - related party
Repayment of loan payable - related party
Note payable settlement
Proceeds from loans payable
Proceeds from convertible notes payable, net of financing costs
Proceeds from sales of common stock
Purchase of treasury stock
Net cash provided by financing activities
Net Increase (decrease) in Cash and Cash Equivalents
Cash and Cash Equivalents - beginning
Cash and Cash Equivalents - end
Supplemental Disclosures of Cash Flow Information
Cash paid for: Interest
Noncash investing and financing activities:
Common stock issued for acquistion
Common stock issued to satisfy note payable
Common stock issued for Issuance of common shares for convertible debt
Common stock issued for issuance of common shares with convertible debt as financing fee
Common stock issued for payment of note payable - related party
Common stock issued for convertible debt
Stock based compensation satisfied from prepaid expenses
Accounting Policies [Abstract]
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization, Consolidation and Presentation of Financial Statements [Abstract]
PRIOR PERIOD ADJUSTMENTS
LIQUIDITY AND GOING CONCERN
Risks and Uncertainties [Abstract]
CONCENTRATIONS
Notes to Financial Statements
JCG ACQUISITION
GBC ACQUISITION
VK ACQUISITION
Business Combinations [Abstract]
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL INFORMATION
ESD ACQUISITION
Goodwill and Intangible Assets Disclosure [Abstract]
GOODWILL
INTANGIBLE ASSETS
LOANS PAYABLE - STOCKHOLDERS
NOTES PAYABLE - RELATED PARTY
Debt Disclosure [Abstract]
NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE
LOANS PAYABLE
LINES OF CREDIT
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES
Income Tax Disclosure [Abstract]
INCOME TAXES
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS
GOING CONCERN
Equity [Abstract]
CAPITAL STOCK
Subsequent Events [Abstract]
SUBSEQUENT EVENTS
Nature of Operations
Basis of Prersentation
Revenue Recognition
Use of Estimates
Segment Information
Net Loss Per Common Share
Common Stock
Income Taxes
Stock-Based Compensation
Cash and Cash Equivalents
Accounts Receivable
Inventory
Equipment
Goodwill
Fair Value of Financial Instruments
Advertising
Shipping and Handling
Business Combination
Recent Pronouncements
Prior Period Adjustment
Fair value of the assets acquired and liabilities from JCG
Pro forma condensed consolidated statements from JCG
GBC Acquisition
Vk Acquisitions
Fair value of assets acquired and liabilities assumed from VK
Proforma Acquisition
Preliminary allocation of the purchase price
ESD ACQUISITION
Goodwill
Intangible Assets
Amortization expense for intangible assets
Debt Instruments [Abstract]
Convertible Notes Payable
Commitments
Deferred Tax Asset
Statutory Rate
Other income
Common stock equivalents, outstanding
Allowance for doubtful accounts
Advertising and promotion expense
Inventory - Finished Goods
Inventory - Raw Materials
Net loss from inception
Working capital deficiency
FDIC Insured amount
Number of customers
Concentration risk
Business Combination, Separately Recognized Transactions [Table]
Business Combination, Separately Recognized Transactions [Line Items]
Ownership
Net Liabilties assumed
Shares issued for acquisition, shares
Price per share
Shares issued for acquisition, amount
Useful life
Amortization expense
Cash
Accounts receivable
Inventory and work in process
Accounts payable
Notes payable
Goodwill
Net assets acquired
Terms
Sales, net
Cost of goods sold
Gross income
Operating expenses
Net loss before other expenses
Other expenses, net
Net (loss)
Purchase price
Cash paid for purchase
Addtional shares for acquisition
Amortization Expense
Useful life
Depreciation Expense
Inventory
Euqipment
Notes Receivable
Goodwill
Customer list
Total Assets
Accounts payable
Intercompany loans
Deferred tax liability
Line of credit
Loans payable
Total Liabilities
Total Net Assets Acquired
Notes payable
Gross income
Basic and diluted loss per share
Basic and diluted weighted average number of shares outstanding
Rent Expense
Employment Agreement
HISP [Member]
Proforma Adjustments [Member]
Proforma Combined [Member]
Selling general and administrative expenses
Net Income/(loss) before other income and expenses
Other (expenses)
Provision for taxes
Business Combination, Segment Allocation [Table]
Business Acquisition [Line Items]
Total purchase price
Equipment
Liabilities assumed
Intangible asset
Depreciation expense
Schedule of Acquired Indefinite-lived Intangible Assets by Major Class [Table]
Indefinite-lived Intangible Assets [Line Items]
Business relationships and customer lists
Customer lists
Amortization Expense
2020
2021
2022
2023
2024
Thereafter
Total
Proceeds from notes payable
Maturity date of loan
Interest rate
Payment on loans
Loan balance
Future Principle Payments
2020
2021
Future principal payments of loans payable
Schedule of Long-term Debt Instruments [Table]
Debt Instrument [Line Items]
Note Related Party [Member]
Issue date
Principal payment on loans
Accrued and unpaid interest
Conversion rate per share
Issuance of common stock for debt, shares
Issuance of common stock for debt, amount
Amortization of financing costs
Future principal payments
Credit line available
Credit line allocated for use
Transaction Fee
Proceeds from debt
Original issue discount
Advisory Fee
Shares issued for advisory fees
Interest rate
Debt amount satisfied
Debt Payments
Monthly payments
Deferred financing costs
Unamortized financing costs
Shares issued for debt
Shares issued for debt, amount
Notes payable
Related Party [Member]
Unamortized deferred financing costs
Convertible notes payable
New Lender
Credit Line facility
Credit Line facility capacity
Convertible debt
Original issue discount
Loan costs
Maturity date of loan
Prepayment premium
Prepayment amount
Original issue discount, percentage
Periodic loan payment
Number of payments
Interest payment on loans
Late payment and penalties
Issuance of common stock for debt, amount
Stock repurchased and cancelled
Warrants
Warrant price per share
Shares authorized
Share Price
Consulting fee
Issuance of common stock for consulting fees, shares
Note payable assumed
Terms
Note payable
Debt, Current [Abstract]
2020
Loans Payable [Member]
Amortization Expense
Loans Payable
Additional proceeds
Interest rate
Repayment of line of credit
Line of credit fees
Line of credit
Terms
SBA Loan [Member]
Rental Obligation
Employment agreement
Rent Expense, monthly
Rent expense. paid
Accrued rent expense
2020
2021
2022
2023
2024
Components of Deferred Tax Assets [Abstract]
Deferred tax asset
Net operating loss carryforward
Stock based compensation
Intangible Assets
Deferred tax liability
Valuation Allowance
Deferred tax asset, net
Effective Income Tax Rate Reconciliation
Federal Rate
State Rate
Valuation allowance
Effect on operating losses
Effective income tax rate
Net operating loss carry forward
Valuation allowance
Expiration date
Consulting fees
Leases rent, per month
Lease terminated
Stockholders' Equity Note [Abstract]
Perferred stock voting rights
Stockholders' equity (deficiency), as reported
Deferred financing costs related to issuance of convertible notes payable
Net financing cost associated with the issuance of convertible notes payable
Stockholders' equity (deficiency)
Change in stockholders equity
Subsequent Event [Table]
Subsequent Event [Line Items]
Issuance of common shares for services, shares
Attorney's trust account for dipute
Litigation, amount
Litigations, shares
Agreement Member
Credit Line Member
Debt Prepayment Premium
ESD Member
GHS Member
Giant Beverage Inc Member
Gross Income
HISP Member
Line Of Credit Additional Member
Line Of Credit Facility Commitment Fee Advisiory Amount
Loans Payable Stockholder
Loans Payable Stockholder Text Block
NPA 2 Member
NPA 2 Amendel Member
NPA Consulting Fees Member
NPA Member
Net Capital Deficiency
Note 4 Member
Note 5 Additional Member
Note 5 Member
Note 6 Additional Member
Note 6 Member
Note Amendment Member
Note Related Party Member
Note Third Additional Member
Old Notes Member
Old Notes Shareholder #1 Member
Old Notes Shareholder #2 Member
Old Notes Shareholder Member
Payment Of Loan Payable Stockholder
Proforma Combined Member
Related Party Member
Revolver Member
TCA Member
Two Convertible Note Holders Member
VK Member
Vendor Settlement
Vendors Member
Victoria Kitchen LLC Member
Payments Of Convertible Debt
Business Acquisitions Pro Forma Cost Of Goods Sold
Shares Issued For Deferred Financing Costs Amount
Concentrations Details Abstract
Notes To Financial Statements Abstract
Gbc Acquisition Text Block
Gbc Acquisition Table Text Block
GBC Acqusition Member
Stock Issued During Period Shares Acquisitions Addtional
Vk Acquisition Text Block
Vk Acquisition Tables Block
Esd Acquisition Text Block
ESD Acquisition Table Text Block
Notes Payable Related Party Text Block
Loan Payable Text Block
LFER Member
LFER Member
Scenario Adjustment 1 Member
Proforma Combined 1 Member
Loan Stockholder Member
Secured Convertible Promissory Note Member
Note Purchase Agreement 2nd Offering Member
Note PBS Member
GBC Line Of Credit Member
SBA Loan Member
Stockholder Loan Member
GBC Stockholder Loan Member
Total Loans Payable Member
Lines Of Credit Text Block
Convertible Notes Payable Disclosure Text Block
Notes Payable Member
Notes Payable Details Abstract
Chief Operating Officer And Stockholder Member
Acquisition Of GBC
Business Combination Recognized Identifiable Assets Acquired And Liabilities Assumed Current Liabilities Line Of Credit
Acquisition GBC Member
Acquisition VK Member
Provision For Bad Debt
Note Payable Settlement
Common Stock Issued To Satisfy Accrued Expense
JCG Acquisition Text Block
JCG Fair Value of Assets Table Text Block
JCG Pro Forma Condensed Consolidated Statements Table Text Block
JCG Member
JCG combined with LFER Member
JCG Proforma Member
JCG Proforma Combined Member
Note GBC Bank Loan Payable Member
Note GBC Bank Loan Payable Member
One Convertible Note Holders Member
Acquisition JCG Member
:Combining Gross Income
Related Party NotePayable Member
Related Party NotePayable Member
NPA Additional Member
NPA Additional Member
NPA Additional Member
Shares Issued For Deferred Financing Costs Shares
Line Of Credit Additional 1 Member
Original Issue Discount Percentage
Investor Note Member
Common Stock Issued For Payment Of Note Payable Related Party
Finite Lived Intangible Assets Amortization Expense After Year Total
Private Placement 2 Member
Private Placement 3 Member
Stock Issued During Period Shares New Issues 2
Stock Issued During Period Shares New Issues 3
Stock Issued During Period Value New Issues 2
Stock Issued During Period Value New Issues 3
Customer Concentration Risk 2 Member
Litigations,Shares
The 2016 Notes Member
The 2017 NPA Notes Member
Note Offering Member
2nd Note Offering Member
Discount On Extinguishment Of Convertible Debt
LineOfCreditAdditionalMember
RelatedPartyNotePayable1Member
NPAAdditional1Member
NPAAdditional2Member
LineOfCreditAdditional1Member
CustomerConcentrationRisk2Member
LFERMember
Assets, Current
Assets
Liabilities, Current
Liabilities
Liabilities and Equity
Operating Expenses
Interest Expense
Shares, Issued
StockIssuedDuringPeriodSharesNewIssues2
StockIssuedDuringPeriodValueNewIssues2
StockIssuedDuringPeriodSharesNewIssues3
StockIssuedDuringPeriodValueNewIssues3
Increase (Decrease) in Inventories
Increase (Decrease) in Notes Receivables
Increase (Decrease) in Prepaid Expense and Other Assets
Increase (Decrease) in Accounts Payable and Accrued Liabilities
Increase (Decrease) in Deferred Income Taxes
Net Cash Provided by (Used in) Operating Activities
Payments to Acquire Property, Plant, and Equipment
Payments to Acquire Intangible Assets
Net Cash Provided by (Used in) Investing Activities
Repayments of Short-term Debt
Repayments of Notes Payable
PaymentsOfConvertibleDebt
Repayments of Lines of Credit
Payments for Repurchase of Common Stock
Net Cash Provided by (Used in) Financing Activities
Cash and Cash Equivalents, Period Increase (Decrease)
Equity and Cost Method Investments, Policy [Policy Text Block]
Inventory, Policy [Policy Text Block]
Goodwill and Intangible Assets, Policy [Policy Text Block]
ESDAcquisitionTableTextBlock
Schedule of Goodwill [Table Text Block]
Shares Issued, Price Per Share
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables
Business Acquisition, Pro Forma Revenue
BusinessAcquisitionsProFormaCostOfGoodsSold
Property, Plant and Equipment, Useful Life
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities, Current
CombiningGrossIncome
Business Acquisition, Pro Forma Earnings Per Share, Basic
Pro Forma Weighted Average Shares Outstanding, Diluted
Scenario, Adjustment [Member]
ProformaCombinedMember
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment
FiniteLivedIntangibleAssetsAmortizationExpenseAfterYearTotal
Long-term Debt, Maturities, Repayments of Principal in Year Three
Debt Conversion, Original Debt, Interest Rate of Debt
Debt Instrument, Unamortized Discount
Debt Instrument, Description
Long-term Debt, Maturities, Repayments of Principal in Year Two
TotalLoansPayableMember
Line of Credit Facility, Interest Rate During Period
Line of Credit Facility, Covenant Terms
Other Commitment, Due in Next Twelve Months
Other Commitment, Due in Second Year
Other Commitment, Due in Third Year
Other Commitment, Due in Fourth Year
Other Commitment, Due in Fifth Year
Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Share-based Compensation Cost
Deferred Tax Assets, Goodwill and Intangible Assets
Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Accrued Liabilities
Deferred Tax Assets, Valuation Allowance
Deferred Income Tax Assets, Net
Effective Income Tax Rate Reconciliation, Percent
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount