CLS Holdings USA, Inc. Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

Debt

Debt	6 Months Ended
Nov. 30, 2014
Debt	Note 4 – Debt Notes Payable - Related Party During the year ended May 31, 2012, the Company borrowed $50 from BK Consulting to fund its operations. The unsecured note bears interest at a rate of 8% annually and is due on demand. During the year ended May 31, 2013, the Company borrower $161 from BK Consulting to fund its operations. The unsecured note bears interest at a rate of 8% annually and is due on demand. During the year ended May 31, 2014, the Company borrowed $4,999 from BK Consulting to fund its operations. The unsecured note bears interest at a rate of 8% annually and is due on demand. On November 11, 2014, BK Consulting forgave all outstanding loans, promissory notes and other indebtedness of the Company to BK Consulting, including, but not limited to, all principal, interest and other amounts owed pursuant to the above-referenced unsecured promissory notes. As of November 30, 2014 and May 31, 2014, respectively, the Company had accrued interest related to these notes in the amount of $0 and $371. Convertible Notes Payable - Related Party During the year ended May 31, 2014, the Company issued an unsecured convertible note in the amount of $9,675 to BK Consulting and used the proceeds to fund its operations. The unsecured convertible note is non-interest bearing, due on demand and convertible into common stock at a rate $0.002 per share. On July 16, 2014, the Company issued an unsecured convertible note in the amount of $11,582 to BK Consulting and used the proceeds to fund its operations. The unsecured convertible note is non-interest bearing, due on demand and convertible into common stock at a rate $0.002 per share. On July 29, 2014, the Company issued an unsecured convertible note in the amount of $1,600 to BK Consulting and used the proceeds to fund its operations. The unsecured convertible note is non-interest bearing, due on demand and convertible into common stock at a rate of $0.002 per share. On August 22, 2014, the Company issued an unsecured convertible note in the amount of $1,750 to BK Consulting and used the proceeds to fund its operations. The unsecured convertible note is non-interest bearing, due on demand and convertible into common stock at a rate of $0.002 per share. On September 2, 2014, the Company issued an unsecured convertible note in the amount of $2,000 to BK Consulting and used the proceeds to fund its operations. The unsecured convertible note is non-interest bearing, due on demand and convertible into common stock at a rate of $0.002 per share. On October 15, 2014, the Company issued an unsecured convertible note in the amount of $1,250 to BK Consulting and used the proceeds to fund its operations. The unsecured convertible note is non-interest bearing, due on demand and convertible into common stock at a rate of $0.002 per share. On November 3, 2014, the Company issued an unsecured convertible note in the amount of $200 to BK Consulting and used the proceeds to fund its operations. The unsecured convertible note is non-interest bearing, due on demand and convertible into common stock at a rate of $0.002 per share. On November 11, 2014, BK Consulting forgave all outstanding loans, promissory notes and other indebtedness of the Company to BK Consulting, including, but not limited to, all amounts owed pursuant to the above-referenced unsecured convertible notes. As of November 30, 2014 and May 31, 2014, respectively, the balance of the convertible debt was $0 and $9,675. The Company recorded imputed interest in the amount of $456 and $0 during the three months ended November 30, 2014 and 2013, respectively, at a rate of 8% on the outstanding convertible notes. Discount on Convertible Notes - Related Party The Company calculated any beneficial conversion feature in its convertible notes via the intrinsic value method at the time of issuance. The notes were convertible at a price of $0.002 per share. As a result of the notes’ conversion price being greater than the market price of the Company’s common stock, a discount to the notes was not recorded. The Company will value any future convertible debt issuances to determine if any discounts result from beneficial conversion features, but this is unlikely until the Company sells additional stock or the market price of the common stock increases.

Debt

6 Months Ended

Nov. 30, 2014

Note 4 – Debt

Notes Payable - Related Party

During the year ended May 31, 2012, the Company borrowed $50 from BK Consulting to fund its operations. The unsecured note bears interest at a rate of 8% annually and is due on demand.

During the year ended May 31, 2013, the Company borrower $161 from BK Consulting to fund its operations. The unsecured note bears interest at a rate of 8% annually and is due on demand.

During the year ended May 31, 2014, the Company borrowed $4,999 from BK Consulting to fund its operations. The unsecured note bears interest at a rate of 8% annually and is due on demand.

On November 11, 2014, BK Consulting forgave all outstanding loans, promissory notes and other indebtedness of the Company to BK Consulting, including, but not limited to, all principal, interest and other amounts owed pursuant to the above-referenced unsecured promissory notes.

As of November 30, 2014 and May 31, 2014, respectively, the Company had accrued interest related to these notes in the amount of $0 and $371.

Convertible Notes Payable - Related Party

During the year ended May 31, 2014, the Company issued an unsecured convertible note in the amount of $9,675 to BK Consulting and used the proceeds to fund its operations. The unsecured convertible note is non-interest bearing, due on demand and convertible into common stock at a rate $0.002 per share.

On July 16, 2014, the Company issued an unsecured convertible note in the amount of $11,582 to BK Consulting and used the proceeds to fund its operations. The unsecured convertible note is non-interest bearing, due on demand and convertible into common stock at a rate $0.002 per share.

On July 29, 2014, the Company issued an unsecured convertible note in the amount of $1,600 to BK Consulting and used the proceeds to fund its operations. The unsecured convertible note is non-interest bearing, due on demand and convertible into common stock at a rate of $0.002 per share.

On August 22, 2014, the Company issued an unsecured convertible note in the amount of $1,750 to BK Consulting and used the proceeds to fund its operations. The unsecured convertible note is non-interest bearing, due on demand and convertible into common stock at a rate of $0.002 per share.

On September 2, 2014, the Company issued an unsecured convertible note in the amount of $2,000 to BK Consulting and used the proceeds to fund its operations. The unsecured convertible note is non-interest bearing, due on demand and convertible into common stock at a rate of $0.002 per share.

On October 15, 2014, the Company issued an unsecured convertible note in the amount of $1,250 to BK Consulting and used the proceeds to fund its operations. The unsecured convertible note is non-interest bearing, due on demand and convertible into common stock at a rate of $0.002 per share.

On November 3, 2014, the Company issued an unsecured convertible note in the amount of $200 to BK Consulting and used the proceeds to fund its operations. The unsecured convertible note is non-interest bearing, due on demand and convertible into common stock at a rate of $0.002 per share.

On November 11, 2014, BK Consulting forgave all outstanding loans, promissory notes and other indebtedness of the Company to BK Consulting, including, but not limited to, all amounts owed pursuant to the above-referenced unsecured convertible notes.

As of November 30, 2014 and May 31, 2014, respectively, the balance of the convertible debt was $0 and $9,675. The Company recorded imputed interest in the amount of $456 and $0 during the three months ended November 30, 2014 and 2013, respectively, at a rate of 8% on the outstanding convertible notes.

Discount on Convertible Notes - Related Party

The Company calculated any beneficial conversion feature in its convertible notes via the intrinsic value method at the time of issuance. The notes were convertible at a price of $0.002 per share. As a result of the notes’ conversion price being greater than the market price of the Company’s common stock, a discount to the notes was not recorded. The Company will value any future convertible debt issuances to determine if any discounts result from beneficial conversion features, but this is unlikely until the Company sells additional stock or the market price of the common stock increases.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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