UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended August 31, 20192020

☐    TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to _____________

Commission File Number: 333-220846

Reviv3 Procare Company

(Exact Name of Registrant as Specified in Its Charter)

(888) 638-8883

(Registrant’s Telephone Number, Including Area Code)

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act: None

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, 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.

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 ☒ 

As of October 1, 2019,7, 2020, there were 41,285,88141,485,881 shares of the registrant’s common stock, $0.0001 par value, outstanding.

REVIV3 PROCARE COMPANY

INDEX

FORWARD-LOOKING STATEMENTS

Except for any historical information contained herein, the matters discussed in this quarterly report on Form 10-Q contain certain “forward-looking statements’’ within the meaning of the federal securities laws. This includes statements regarding our future financial position, economic performance, results of operations, business strategy, budgets, projected costs, plans and objectives of management for future operations, and the information referred to under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

These forward-looking statements generally can be identified by the use of forward-looking terminology, such as “may,’’ “will,’’ “expect,’’ “intend,’’ “estimate,’’ “anticipate,’’ “believe,’’ “continue’’ or similar terminology, although not all forward-looking statements contain these words. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, you are cautioned that any such forward-looking statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Although we believe that the expectations reflected in such forward-looking statements are reasonable as of the date made, expectations may prove to have been materially different from the results expressed or implied by such forward-looking statements. Important factors that may cause actual results to differ from projections include, for example:

Unless otherwise required by law, we also disclaim any obligation to update our view of any such risks or uncertainties or to announce publicly the result of any revisions to the forward-looking statements made in this quarterly report on Form 10-Q.

When considering these forward-looking statements, you should keep in mind the cautionary statements in this quarterly report on Form 10-Q and in our other filings with the SEC. We cannot assure you that the forward-looking statements in this quarterly report on Form 10-Q will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may prove to be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time-frame,timeframe, or at all.

PART 1 – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

REVIV3 PROCARE COMPANY

INDEX TO FINANCIAL STATEMENTS

AUGUST 31, 20192020

(UNAUDITED)UNAUDITED

CONTENTS

REVIV3 PROCARE COMPANY

CONDENSED BALANCE SHEETS

SeeThe accompanying notes toare an integral part of these condensed unaudited financial statements.

REVIV3 PROCARE COMPANY

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)(UNAUDITED)

SeeThe accompanying notes toare an integral part of these condensed unaudited financial statements.

REVIV3 PROCARE COMPANY

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’STOCKHOLDERS' EQUITY

FOR THE THREE MONTHS ENDED AUGUST 31, 20192020 AND 2018AUGUST 31, 2019

(UNAUDITED)

For the three months ended August 31, 2019

For the three months ended August 31, 2018

SeeThe accompanying notes toare an integral part of these condensed unaudited financial statements.

REVIV3 PROCARE COMPANY

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

SeeThe accompanying notes toare an integral part of these condensed unaudited financial statements.

REVIV3 PROCARE COMPANY

CONDENSED NOTES TO CONDENSEDUNAUDITED FINANCIAL STATEMENTS

AUGUST 31, 20192020 AND 2018

(UNAUDITED)2019

Note 1 – Organization

Reviv3 Procare Company (the “Company”) was incorporated in the State of Delaware on May 21, 2015 as a reorganization of Reviv3 Procare, LLC which was organized on July 31, 2013. The Company is engaged in the manufacturing, marketing, sale and distribution of professional quality hair and skin care products throughout the United States, Canada, Europe and Asia.

Note 2 – Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

The unaudited financial statements for the three months ended August 31, 20192020 and 20182019 have been prepared by us pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of the management, all adjustments necessary to present fairly our financial position, results of operations, and cash flows as of August 31, 20192020 and 2018,2019, and for the periods then ended, have been made. Those adjustments consist of normal and recurring adjustments. Certain information and note disclosures normally included in our annual financial statements prepared in accordance with generally accepted accounting principles have been omitted. The unaudited financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended May 31, 2019.2020. The results of operations for the three months ended August 31, 20192020 are not necessarily indicative of the results to be expected for the full year.

Risk and Uncertainty Concerning COVID-19 Pandemic

In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a pandemic which continues to spread throughout the United States and the World. We are currently monitoring the outbreak of COVID-19 and the related business and travel restrictions and changes to behavior intended to reduce its spread. All of our Chinese facilities were temporarily closed for a period of time. Most of these facilities have been reopened since July 2020. Depending on the progression of the outbreak, our ability to obtain necessary supplies and ship finished products to customers may be partly or completely disrupted globally. Also, our ability to maintain appropriate labor levels could be disrupted. If the coronavirus continues to progress, it could have a material negative impact on our results of operations and cash flow, in addition to the impact on its employees. We have concluded that while it is reasonably possible that the virus could have a negative impact on the results of operations, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. accompanying financial statements. Management is focused on growing the Company’s existing products offering, as well as its customer base, to increase its revenues. The Company cannot give assurance that it can increase its cash balances or limit its cash consumption and thus maintain sufficient cash balances for its planned operations or future acquisitions. Future business demands may lead to cash utilization at levels greater than recently experienced. The Company may need to raise additional capital in the future. However, the Company cannot assure that it will be able to raise additional capital on acceptable terms, or at all. Subject to the foregoing, management believes that the Company has sufficient capital and liquidity to fund its operations for at least one year from the date of issuance of the accompanying financial statements.

Going Concern

These financials have been prepared on a going concern basis which contemplates the realization of assets and settlement of liabilities in the normal course of business. As reflected in the accompanying financial statements, the Company has a net loss and net cash used in operations of $100,609 and $6,130, respectively,$69,269 for the three months ended August 31, 2019.  Additionally, the Company2020, and has an accumulated deficit of $4,738,751$4,880,178 at August 31, 2019.2020. These factors raise substantial doubt about the Company’s ability to continue as a going concern for a period of 12 months from the issuance date of this report. The ability of the Company to continue as a going concern is dependent on the Company’s ability to continueimplement its business plan, raise capital, and generate sufficient revenue; however, the Company’s cash position may not be sufficient to support its daily operations. Management intends to raise additional funds by way of a private or public offering. While the Company believes in the viability of its strategy to further implement its business plan and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect. The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Use of estimates

The preparation of the financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and the related disclosures at the date of the financial statements and during the reporting period. Actual results could materially differ from these estimates. Significant estimates made by management include, but are not limited to, the allowance for doubtful accounts, inventory valuations, the useful life of property and equipment, the valuation of intangiblelease liabilities and related right-of-use assets, the valuation of deferred tax assets, the value of stock-based compensation, and the fair value of non-cash common stock issuances.

REVIV3 PROCARE COMPANY

CONDENSED NOTES TO CONDENSEDUNAUDITED FINANCIAL STATEMENTS

AUGUST 31, 20192020 AND 2018

(UNAUDITED)2019

Note 2 – Basis of Presentation and Summary of Significant Accounting Policies (continued)

Cash and cash equivalents

The Company considers all highly liquid debt instruments and other short-term investments with maturities of three months or less, when purchased, to be cash equivalents.  The Company maintains cash and cash equivalent balances at one financial institution that is insured by the Federal Deposit Insurance Corporation.

Accounts receivable and allowance for doubtful accounts

The Company has a policy of providing onan allowance for doubtful accounts based on its best estimate of the amount of probable credit losses in its existing accounts receivable.  The Company periodically reviews its accounts receivable to determine whether an allowance is necessary based on an analysis of past due accounts and other factors that may indicate that the realization of an account may be in doubt.  Account balances deemed to be uncollectible are charged to bad debt expense and included in the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

Prepaid expenses and other current assets

Prepaid expenses and other current assets of $10,540$10,691 and $2,993$13,708 at August 31, 20192020 and May 31, 2019,2020, respectively, consist primarily of costs paid for future services which will occur within a year and cash prepayment to vendors. Prepaid expenses at August 31, 2019 primarily include rent paid in advance while prepayments at May 31, 2019 primarily included cash prepayment to vendors.   

Inventory

The Company values inventory, consisting of finished goods and raw materials, at the lower of cost and net realizable value. Cost is determined using an average cost method. The Company reduces inventory for the diminution of value, resulting from product obsolescence, damage or other issues affecting marketability, equal to the difference between the cost of the inventory and its net realizable value. The Company evaluates its current level of inventory considering historical sales and other factors and, based on this evaluation, classifies inventory markdowns in the statement of operations as a component of cost of goods sold. These markdowns are estimates, which could vary significantly from actual requirements if future economic conditions, customer demand or competition differ from expectations.

Property and Equipment

Property and equipment are carried at cost less accumulated depreciation.  Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized.  When assets are retired or disposed of, the cost and accumulated depreciation are removed, and any resulting gains or losses are included in the statement of operations.

REVIV3 PROCARE COMPANY

NOTES TO CONDENSED FINANCIAL STATEMENTS

AUGUST 31, 2019 AND 2018

(UNAUDITED)

Note 2 – Basis of Presentation and Summary of Significant Accounting Policies (continued)

Revenue recognition

Effective June 1, 2018, the Company adopted Accounting Standards Codification (“ASC”) 606, “Revenue From Contracts With Customers,Customers”, which is effective for public business entities with annual reporting periods beginning after December 15, 2017.  This new revenue recognition standard (new guidance) has a five-step process: a) Determine whether a contract exists; b) Identify the performance obligations; c) Determine the transaction price; d) Allocate the transaction price; and e) Recognize revenue when (or as) performance obligations are satisfied. The impact of the Company’s initial application of ASC 606 did not have a material impact on its financial statements and disclosures and there was no cumulative effect of the adoption of ASC 606.

The Company sells a variety of hair and skin care products. The Company recognizes revenue for the agreed upon sales price when a purchase order is received from the customer and subsequently the product is shipped to the customer, which satisfies the performance obligation. Consideration paid to the customer to promote and sell the Company’s products is typically recorded as a reduction in revenues. See Note 1112 for revenue disaggregation disclosures.

Cost of Sales

The primary components of cost of sales include the cost of the product and shipping fees.freight-in costs.

REVIV3 PROCARE COMPANY

CONDENSED NOTES TO UNAUDITED FINANCIAL STATEMENTS

AUGUST 31, 2020 AND 2019

Note 2 – Basis of Presentation and Summary of Significant Accounting Policies (continued)

Shipping and Handling Costs

The Company accounts for shipping and handling fees in accordance with ASC 606. While amounts charged to customers for shipping products are included in revenues, the related costs of shipping products to customers are classified in marketing and selling expenses as incurred. Shipping costs included in marketing and selling expense were $10,292$12,621 and $9,203$10,292 for the three months ended August 31, 20192020 and 2018,2019, respectively.

Marketing, selling and advertising

Marketing, selling and advertising costs are expensed as incurred.

Customer Deposits

Customer deposits consisted of prepayments from customers to the Company. The Company will recognize the prepayments as revenue upon delivery of products in compliance with its revenue recognition policy.

REVIV3 PROCARE COMPANY

NOTES TO CONDENSED FINANCIAL STATEMENTS

AUGUST 31, 2019 AND 2018

(UNAUDITED)

Note 2 – Basis of Presentation and Summary of Significant Accounting Policies (continued)

Fair value measurements and fair value of financial instruments

The Company adopted Accounting Standards Codification (“ASC”)ASC 820, “Fair“Fair Value Measurements and Disclosures”Disclosures” (“ASC 820”), for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that requires the use of fair value measurements, establishes a framework for measuring fair value and expands disclosure about such fair value measurements. The adoption of ASC 820 did not have an impact on the Company’s financial position or operating results, but did expand certain disclosures. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below: 

The Company analyzes all financial instruments with features of both liabilities and equity under the Financial Accounting Standard Board’s (“FASB”) accounting standard for such instruments. Under this standard, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

The estimated fair value of certain financial instruments, including prepaid expenses, deposits, accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments.

Income Taxes

The Company accounts for income taxes pursuant to the provision of ASC 740-10, “Accounting“Accounting for Income Taxes”Taxes” (“ASC 740-10”), which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized.

REVIV3 PROCARE COMPANY

CONDENSED NOTES TO UNAUDITED FINANCIAL STATEMENTS

AUGUST 31, 2020 AND 2019

Note 2 – Basis of Presentation and Summary of Significant Accounting Policies (continued)

The Company follows the provision of ASC 740-10 related to “Accounting for Uncertain Income Tax Positions.Positions”. When tax returns are filed, there may be uncertainty about the merits of positions taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions.

REVIV3 PROCARE COMPANY

NOTES TO CONDENSED FINANCIAL STATEMENTS

AUGUST 31, 2019 AND 2018

(UNAUDITED)

Note 2 – Basis of Presentation and Summary of Significant Accounting Policies (continued)

Tax positions that meet the more likely than not recognition threshold are measured at the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefit associated with tax positions taken that exceed the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all more likely than not to be upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits.

The Company has adopted ASC 740-10-25, “Definition“Definition of Settlement”Settlement”, which provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion and examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open.  The federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities, generally for three years after they are filed.

Impairment of long-lived assets  

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. The Company recorded impairment lossesloss of $474 duringas an operating expense in the accompanying financial statements for the three months ended August 31, 2019.

Stock-based compensation

Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718, “Compensation“Compensation — Stock Compensation”Compensation” (“ASC 718”), which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). ASC 718 also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award.

PursuantIn June 2018, the FASB issued Accounting Standards Update (“ASU”) - ASU No. 2018-07, Improvements to ASC Topic 505-50, “Equity Based Payments to Non-employees”Nonemployee Share-Based Payment Accounting, for share-based payments to consultants and other third-parties, compensation expense is determined at the measurement date. The expense is recognized over the vesting periodwhich simplifies several aspects of the award. Untilaccounting for nonemployee share-based payment transactions by expanding the measurement datescope of the stock-based compensation guidance in ASC 718 to include share-based payment transactions for acquiring goods and services from non-employees. ASU No. 2018-07 is reached,effective for annual periods beginning after December 15, 2018, including interim periods within those annual periods. Early adoption is permitted, but entities may not adopt prior to adopting the total amount of compensation expense remains uncertain.new revenue recognition guidance in ASC 606. The Company initially records compensation expense basedadopted ASU No. 2018-07 on the fair valueJune 1, 2019 and there was no cumulative effect of the award at the reporting date.adoption. 

REVIV3 PROCARE COMPANY

CONDENSED NOTES TO CONDENSEDUNAUDITED FINANCIAL STATEMENTS

AUGUST 31, 20192020 AND 2018

(UNAUDITED)2019

Note 2 – Basis of Presentation and Summary of Significant Accounting Policies (continued)

Lease Accounting

In February 2016, the FASB issued ASU No. 2016-02, Leases (“ASU 2016-02), which requires lessees to report on their balance sheets a right-of-use asset and a lease liability in connection with most lease agreements classified as operating leases under the prior guidance (ASC Topic 840). Under the new guidance, codified as ASC Topic 842, the lease liability must be measured initially based on the present value of future lease payments, subject to certain conditions. The right-of-use asset must be measured initially based on the amount of the liability, plus certain initial direct costs. The new guidance further requires that leases be classified at inception as either (a) operating leases or (b) finance leases. For operating leases, periodic expense generally is flat (straight-line) throughout the life of the lease. For finance leases, periodic expense declines over the life of the lease. The new standard, as amended, provides an option for entities to use the cumulative-effect transition method. As permitted, the Company adopted ASC Topic 842 effective June 1, 2019.

Net loss per share of common stock

Basic net loss per share is computed by dividing the net loss by the weighted average number of common shares during the period. Diluted net loss per share is computed using the weighted average number of common shares and potentially dilutive securities outstanding during the period. At August 31, 20192020 and 2018,2019, the Company had no potentially dilutive securities outstanding.

Accounting Changes

In February 2016, the FASB issued ASU No. 2016-02,Leases, which require lessees to report on their balance sheets a right-of-use asset and a lease liability in connection with most lease agreements classified as operating leases under the prior guidance. Under the new guidance, codified as ASC Topic 842,Leases, the lease liability must be measured initially based on the present value of future lease payments, subject to certain conditions. The right-of-use asset must be measured initially based on the amount of the liability, plus certain initial direct costs. As permitted, the Company adopted ASC Topic 842 effective May 1, 2019 using the optional cumulative-effect transition method. The Company, currently, does not have any lease with a term greater than 1 year, hence, the adoption did not have any impact on the financial statements and there was no cumulative effect adjustment. The Company shall record a lease liability and a related right-of-use assets upon entering into any lease agreements of term greater than 1 year.

Recently Issued Accounting Pronouncements

In August 2018,November 2019, the FASB issued ASU 2018-13, Fair Value MeasurementNo. 2019-08, Compensation – Stock Compensation (Topic 820) which modifies718) and Revenue from Contracts with Customers (Topic 606): Codification Improvements – Share-based Consideration Payable to a Customer (“ASU 2019-08”). ASU 2019-08 requires that an entity apply the disclosure requirements on fair value measurements underguidance in ASC Topic No. 820, Fair Value Measurement, as amended (“718 to measure and classify share-based payment awards granted to a customer. Under ASC 820”). For public companies, ASU 2018-13 removes (a) the prior requirement to disclose the amount and reason for transfers between Level 1 and Level 2 of the fair value hierarchy (please see Note 3 below for discussion of the three-level hierarchy for measuring fair value), (b) the policy for timing of transfers between levels, and (c) the valuation processes used for level 3 fair value measurements. For public companies, ASU 2018-13 also adds,718, among other things, a requirementshare-based awards to disclosenon-employees must generally be measured at the range and weighted average of significant unobservable inputs used in Level 3grant-date fair value measurements. Thisof the equity instrument. For entities that have adopted the provisions of ASU 2018-07, Compensation – Stock Compensation (Topic 718) – Improvements to Nonemployee Share-based Payment Accounting, this amendment is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. As discussed above, the Company has adopted the provisions of ASU 2018-07 on June 1, 2019 and adopted ASU 2019-08 on June 1, 2020 and it did not have a material impact on the Company’s financial statements.

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740) – Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12, among other things, (a) eliminates the exception to the incremental approach for intra-period tax allocation when there is a loss from continuing operations and income (or a gain) from other items, (b) eliminates the exception to the general methodology for calculating income taxes in an interim period when the year-to-date loss exceeds the anticipated loss for the year, (c) requires than an entity recognize a franchise tax (or a similar tax) that is partially based on income as an income-based tax and account for any incremental amount incurred as a non-income-based tax, and (d) requires than an entity reflect the effect of an enacted change in tax laws or rates in the annual effective tax rate computation for the interim period that includes the enactment date. For public companies, these amendments are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption wasis permitted upon issuancebut must involve the adoption of all amendments contained in ASU 2018-13.2019-12 concurrently. The Company has not adopted ASU 2018-132019-12 and based on its preliminary assessment, does not believeis evaluating the potential impact of adoption will be material on its financial statements.statements.

Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.

Reclassification

Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations or cash flow.

REVIV3 PROCARE COMPANY

CONDENSED NOTES TO CONDENSEDUNAUDITED FINANCIAL STATEMENTS

AUGUST 31, 20192020 AND 20182019

(UNAUDITED)

Note 3 – Accounts Receivable

Accounts receivable, consisted of the following:

The Company recorded bad debt expense of $574 and a bad debts recovery of $2,342 and $0 during the three months ended August 31, 2020 and 2019, and 2018, respectively.

Note 4 – Inventory

Inventory consisted of the following:

At August 31, 20192020 and May 31, 2019,2020, inventory held at third party locations amounted to $556 and $13,176,$556, respectively. At August 31 2019 and May 31, 2019,2020, inventory in- transit amounted to $0 and $3,450, respectively.$0.

During the three months ended August 31, 2019 the Company sold some of the slow- moving inventory and recovered $769 which is included in cost of sales. During the three months ended August 31, 2018, the Company wrote down inventory for obsolescence of $636 which is included in cost of sales.

Note 5 – Property and Equipment

Property and equipment, stated at cost, consisted of the following:

Depreciation expense amounted to $2,770$2,564 and $913$2,770 for the three months ended August 31, 20192020 and 2018,2019, respectively. 

REVIV3 PROCARE COMPANY

CONDENSED NOTES TO CONDENSEDUNAUDITED FINANCIAL STATEMENTS

AUGUST 31, 20192020 AND 2018

(UNAUDITED)2019

;Note 6 – Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses comprised of the following:

Note 7 – Equipment Financing Payable

During the year ended May 31, 2019, the Company purchased a forklift under an installment purchase plan. The loan amount is $16,500 payable in 60 monthly installment payments of $317 comprising of principal payment of $275 and interest payment of $42. As of August 31, 2019,2020, and May 31, 2019,2020, the balance outstanding on the loan was $14,257$11,275 and $15,210, respectively.$12,100. $3,300 of the loan is payable within one year and the balance $10,957,$7,975, is payable after one year from August 31, 2019.2020. The Company recorded an interest expense of $125 and $117, respectively on the loan in the accompanying unaudited financial statements.statements for the three months ended August 31, 2020 and 2019, respectively.

The amounts of loan payments due in the next five years ended August 31, are as follows:

Note 8 - Loans Payable

On May 8, 2020, a commercial bank granted to the Company a loan (the “Loan”) in the amount of $12,900, which is administered under the authority and regulations of the U.S. Small Business Administration pursuant to the Paycheck Protection Program (the “PPP”) of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The Loan, which is evidenced by a note dated May 8, 2020, bears interest at an annual rate of 1.0% and matures on May 8, 2022. The Note may be prepaid without penalty, at the option of the Company, at any time prior to maturity. Proceeds from loans granted under the CARES Act are intended to be used for payroll, costs to continue employee group health care benefits, rent, utilities, and certain other qualified costs (collectively, “qualifying expenses”). The Company intends to use the loan proceeds for qualifying expenses. The Company’s borrowings under the Loan may be eligible for loan forgiveness if used for qualifying expenses incurred during the “covered period,” as defined in the CARES Act, except that the amount of loan forgiveness is limited to the amount of qualifying expenses incurred during the 8-week period or optional 24-week period, commencing on the loan effective date. In addition, the amount of any loan forgiveness may be reduced if there is a decrease in the average number of full-time equivalent employees of the Company during the covered period, compared to the comparable period in the prior calendar year. The Company’s indebtedness, after any such loan forgiveness, is payable in 18 equal monthly installments commencing on November 8, 2020, with all amounts due and payable by the maturity.

REVIV3 PROCARE COMPANY

CONDENSED NOTES TO CONDENSEDUNAUDITED FINANCIAL STATEMENTS

AUGUST 31, 20192020 AND 20182019

(UNAUDITED)

Note 8 - Loans Payable (Continued)

During the year ended May 31, 2020, a commercial bank granted to the Company a loan (the “Loan”) in the amount of $150,000, which is administered under the authority and regulations of the U.S. Small Business Administration pursuant to the Economic Injury Disaster Loan Program (the “EIDL”) of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The Loan, which is evidenced by a note dated May 18, 2020, bears interest at an annual rate of 3.75% and is payable installments of $731 per month, beginning May 18, 2021 until May 13, 2050. The Company has to maintain a hazard insurance policy including fire, lightning, and extended coverage on all items used to secure this loan to at least 80% of the insurable value. Proceeds from loans granted under the CARES Act are intended to be used for payroll, costs to continue employee group health care benefits, rent, utilities, and certain other qualified costs (collectively, “qualifying expenses”). The Company intends to use the loan proceeds for qualifying expenses. The Company’s borrowings under the loan may be eligible for up to $10,000 of loan forgiveness. 

The amounts of loan payments due in the next five years ended August 31, are as follows:

Note 89 – Stockholders’ Equity

Shares Authorized

The authorized capital of the Company consists of 100,000,000 shares of common stock, par value $0.0001 per share and 20,000,000 shares of preferred stock, par value $0.0001 per share.

Preferred Stock

The preferred stock may be issued from time to time in one or more series. The Board of Directors of the Company is expressly authorized to provide for the issuance of all or any of the shares of the preferred stock in one or more series, and to fix the number of shares and to determine or alter, for each such series, such voting powers, full or limited, or no voting powers and such designations, preferences, and relative, participating, optional, or other rights and such qualifications, limitations, or restrictions thereof, as shall be stated and expressed until the resolution adopted by the Board of Directors providing the issuance of such shares. The Board of Directors is also expressly authorized to increase or decrease the number of shares of any series subsequent to the issue of shares of that series. In case the number of shares of any such series shall be so decreased, the decrease shall resume the status that they had prior to the adoption of the resolution originally fixing the number of shares of such series.

REVIV3 PROCARE COMPANY

CONDENSED NOTES TO UNAUDITED FINANCIAL STATEMENTS

AUGUST 31, 2020 AND 2019

Note 9 – Stockholders’ Equity (continued)

Common Stock

As of August 31, 2019, 41,285,8812020, 41,485,881 shares of common stock were issued and outstanding. 

NoOn July 20, 2020, the Company granted 200,000 shares of common stock wasto a consultant for past services. The shares were valued at fair market value of $16,000 on the date of issuance based on the closing price of the Company’s common share of $0.08 on the grant date.

No shares of common stock were issued during the three months ended August 31, 2019 and 2018.2019.

Note 910 – Commitments and Contingencies

Leases

As discussed in Note 2 above, the Company adopted ASU No. 2016-02,Leaseson MayJune 1, 2019, which require lessees to report on their balance sheets a right-of-use asset and a lease liability in connection with most lease agreements classified as operating leases under the prior guidance. The Company has a lease agreement in connection with its office and warehouse facility in California under an operating leases, with a remaining lease term of less than 1 year, expiringwhich expired in October 2019. RentOn December 1, 2019, the Company signed an extension of the lease for 3 years. The rent will be $7,567 per month for the first year and increase by a certain amount each year.

The Company treats a contract as a lease when the contract conveys the right to use a physically distinct asset for a period of time in exchange for consideration, or the Company directs the use of the asset and obtains substantially all the economic benefits of the asset. These leases are recorded as right-of-use (“ROU”) assets and lease obligation liabilities for leases with terms greater than 12 months. ROU assets represent the Company’s right to use an underlying asset for the entirety of the lease term. Lease liabilities represent the Company’s obligation to make payments over the life of the lease. A ROU asset and a lease liability are recognized at commencement of the lease based on the present value of the lease payments over the life of the lease. Initial direct costs are included as part of the ROU asset upon commencement of the lease. Since the interest rate implicit in a lease is generally not readily determinable for the operating leases, the Company uses an incremental borrowing rate to determine the present value of the lease payments. The incremental borrowing rate represents the rate of interest the Company would have to pay to borrow on a collateralized basis over a similar lease term to obtain an asset of similar value.

The Company reviews the impairment of ROU assets consistent with the approach applied for the Company’s other long-lived assets. The Company reviews the recoverability of long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on the Company’s ability to recover the carrying value of the asset from the expected undiscounted future pre-tax cash flows of the related operations.

Lease expense amountedis recognized on a straight-line basis over the lease term, while variable lease payments are expensed as incurred. Variable payments change due to $23,666facts or circumstances occurring after the commencement date, other than the passage of time, and $25,066 fordo not result in a remeasurement of lease liabilities. The Company’s lease agreements do not contain any residual value guarantees or restrictive covenants.

Pursuant to the new standard, the Company recorded an initial lease liability of $235,748 and an initial right of use asset in the same amount. During the three months ended August 31, 2019 and 2018, respectively. Future minimum rental payments required under this operating lease are as follows:

In November 2017,2020, the Company had executed an Agreement withrecorded a third party located in Hong Kong, China, whereby the third party shall promote, market, distribute and resell the Company’s products to end-user consumers through direct online sales or third party e-commerce platformslease expense in the following territories: Hong Kong, Macau,amount of $23,559. As of August 31, 2020, the lease liability balance was $186,939 and the People’s Republicright of China. Theuse asset balance was $184,370. A lease term of the agreementthree years and a discount rate of 12% was for 36 months from the effective date. Parties shall have the right to terminate this agreement, with or without cause, upon 60 days prior written notice. For services provided in connection with this agreement, the Company shall pay the third party 16.5% of the gross revenues generated from sales channels initiated and subsequently maintained by the third party or $3,300 per month, whichever is greater. In February 2018, the Company terminated this Agreement.used.

REVIV3 PROCARE COMPANY

CONDENSED NOTES TO CONDENSEDUNAUDITED FINANCIAL STATEMENTS

AUGUST 31, 2020 AND 2019

Note 10 – Commitments and Contingencies (continued)

Supplemental balance sheet information related to leases was as follows:

Maturities of operating lease liabilities were as follows as of August 31, 2020:

Rent expense, prior to the signing of the new lease agreement, amounted to $0 and $23,666 for the three months ended August 31, 2020 and 2019, AND 2018respectively.

(UNAUDITED)

Note 1011 – Related Party Transactions

The Company’s Chief Executive Officer, from time to time, provided advances to the Company for working capital purposes. At August 31, 20192020 and May 31, 2019,2020, the Company had a payable to the officer of $7,859$11,961 and $210,$2,396, respectively. These advances are due on demand and non-interest bearing.   

REVIV3 PROCARE COMPANY

CONDENSED NOTES TO UNAUDITED FINANCIAL STATEMENTS

AUGUST 31, 2018, the Company paid $280 to an affiliated company for advisory services rendered. The affiliated company is managed by the Company’s Chief Executive Officer.2020 AND 2019

Note 1112 – Concentrations and Revenue Disaggregation

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of trade accounts receivable and cash deposits, investments and cash equivalents instruments. The Company maintains its cash in bank deposits accounts. The Company’s account at this institution is insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. At August 31, 2019 and May 31, 2019,2020 the Company held cash of approximately $87,273 and $102,454, respectively,$161,797, in excess of federally insured limits. The Company has not experienced any losses in such accounts through August 31, 2019.2020.

Concentration of Revenue, Product Line, Accounts Receivable and Supplier

During the three months ended August 31, 2020 sales to three customers, which each represented over 10% of our total sales, aggregated to approximately 63% of the Company’s net sales at 11%, 12%, and 40%. During the three months ended August 31, 2019 sales to four customers, which each represented over 10% of our total sales, aggregated to approximately 54% of the Company’s net sales at 15%, 15%, 13% and 11%.

During the three months ended August 31, 20182020, sales to three customers outside the United States represented approximately 26% which each represented over 10%consisted of our total sales aggregated to approximately 59% of the Company’s net sales at 25%, 18% and 16%.

in Canada. During the three months ended August 31, 2019 sales to customers outside the United States represented approximately 51% which consisted of 30% from Canada, 15% from Italy and 6% from UK and duringUK.

During the three months ended August 31, 20182020, sales to customers outside the United Statesby product lines which each represented approximately 33% whichover 10% of sales consisted of 27%approximately 22% from Canadasale of introductory kit (shampoo, conditioner and 6%treatment spray), 12% from Hong Kong.

prep cleanser and shampoo and 39% from sale of fragrance shampoo and conditioner. During the three months ended August 31, 2019, sales by product lines which each represented over 10% of sales consisted of approximately 29% from sales of prep cleanser and shampoo, 16% from sale of moisturizer and conditioner and 30% from sale of introductory kit (shampoo, conditioner and treatment spray). During the three month period ended August 31, 2018, sales by product line which each represented over 10% of sales consisted of approximately 23% from sales of hair shampoo, 16% from sales of hair shampoo and conditioner, 20% from sale of hair treatment spray and repair products and 22% from sale of introductory kit (shampoo, conditioner and treatment spray). 

REVIV3 PROCARE COMPANY

NOTES TO CONDENSED FINANCIAL STATEMENTS

AUGUST 31, 2019 AND 2018

(UNAUDITED)

Note 11 – Concentrations (continued)

During the three months ended August 31, 20192020 and 2018,2019, sales by product line comprised of the following:

As of August 31, 2019,2020, accounts receivable from four customers which each represented over 10% of total sales represented approximately 89%95% at 29%14%, 26%19%, 23%27%, and 11%35% and at May 31, 2019,2020, accounts receivable from five customersone customer represented approximately 94% at 30%, 13%, 23%, 14% and 14%69%, respectively.

The Company purchased inventories and products from one vendor totaling approximately $250,514 (86% of the purchases) and two vendors totaling approximately $116,698 (85% of the purchases at 70% and 15%) and four vendors totaling approximately $86,500 (87% of the purchases) during the three months ended August 31, 20192020 and 2018,2019, respectively.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read in conjunction with, and is qualified in its entirety by, the condensed financial statements and notes thereto included in Item 1 in this Quarterly Report on Form 10-Q. 

Our Management’s Discussion and Analysis contains not only statements that are historical facts, but also statements that are forward-looking.  Forward-looking statements are, by their very nature, uncertain and risky.  Forward-looking statements are often identified by words like: “believe”, “expect”, “estimate”, “anticipate”, “intend”, “project” and similar expressions, or words that, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this Quarterly Report on Form 10-Q. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions. These risks and uncertainties include international, national, and local general economic and market conditions; our ability to sustain, manage, or forecast growth; our ability to successfully make and integrate acquisitions; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; change in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; the risk of foreign currency exchange rate; and other risks that might be detailed from time to time in our filing with the Securities and Exchange Commission. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Quarterly Report on Form 10-Q.

Although the forward-looking statements in this Registration StatementQuarterly Report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in herein and in our other reports as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.

Prospective investors should read the following discussion and analysis of our financial condition and results of operations together with our condensed financial statements and the related notes and other financial information included elsewhere in this Quarterly Report on Form 10-Q. Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report on Form 10-Q, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements.”

Overview

Reviv3 Procare Company is engaged in the manufacturing, marketing, sale and distribution of professional quality hair and skin care products under various trademarks and brands. We have adopted and used the trademarks of our products for distribution throughout the United States, Canada, Europe, and Asia pursuant to the terms of 11twelve exclusive distribution agreements with various parties throughout our targeted market. Our manufacturing operations are outsourced and fulfilled by our co-packers and manufacturing partners. Currently, we produce seven (7) products with 13sixteen separate SKU’sstock-keeping units (“SKUs”) and look to expand our product lines significantly over the next 12twelve months.

Jumpstart Our Business Startups Act of 2012 (“JOBS Act”)

On April 5, 2012, the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”),or the JOBS Act, was enacted. Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, or the Securities Act, for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have irrevocably elected not to avail ourselves of this extended transition period and, as a result, we will adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies.

We are in the process of evaluating the benefits of relying on other exemptions and reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, as an “emerging growth company,” we intend to rely on certain of these exemptions from, without limitation, (i) providing an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act and (ii) complying with any requirement that may be adopted by the Public Company Accounting Oversight Board (the “PCAOB”)(PCAOB) regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements, known as the auditor discussion and analysis. We will remain an “emerging growth company” until the earliest of (a) the last day of our fiscal year following the fifth anniversary of the closing of this offering, (b) the last day of the first fiscal year in which our annual gross revenues exceed $1.07 billion, (c) the last day of our fiscal year in which we are deemed to be a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, or Exchange Act (which would occur if the market value of our equity securities that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter), or (d) the date on which we have issued more than $1 billion in nonconvertible debt during the preceding three-year period.

Results of Operations

For the Three Monthsmonths ended August 31, 2019 compared2020 Compared to the Three Months ended August 31, 20182019

Sales for the three months periods ended August 31, 2020 and 2019 were $268,454 and 2018 were $125,682, and $141,180, respectively. Sales for the three months period ended August 31, 2019 decreased2020 increased by $15,498$142,772 or 11%, as compared to114% over the same comparable period in 20182019, primarily due to (1) increase in sales generated from existing distributors during the Company receiving fewerquarter ended August 31, 2020, (2) expansion of distribution channels in international markets, and (3) general increase in our direct sales orders in 2019 from our salon and distribution customers as compared to 2018 comparable period.consumer segment.

Cost of sales consisted primarily of cost of product, freight,freight-in costs, distribution and merchant fees. Cost of sales for the three months ended August 31, 2020 and 2019 was $136,259 and 2018 was $45,153, or 36%respectively. Cost of sales and $63,776 or 45% of the sales, respectively. Costas a percentage of sales for the three months ended August 31, 2020 and 2019 decreased by $18,623 or 29% overwas 51% and 36%, respectively. Cost of sales as a percentage of sales increased in 2020 as compared to the same comparable period in 2018 due to2019, primarily because the reductioncost of sales of the products sold on larger quantity orders resulted in higher cost of sales as a percentage of sales. In addition, the Company negotiated a new supplierfreight-in costs increased significantly for assemblyinternational shipping of our products at a cheaper costcomponents due to the Covid-19 pandemic during the three months ended August 31, 2020 as compared to the same period in 2019, resulting in lowerhigher cost of sales as a percentage of sales.

Gross profit for the three months ended August 31, 2020 and 2019 was $132,195 and 2018 was $80,529, and $77,404, respectively. Gross profit as a percentage of sales for the three months ended August 31, 2019February 29, 2020 was 64%49% as compared to 55%64% for the same comparable period in 2018.2019. The increasedecrease in gross profit for the three months ended August 31, 2020 was primarily attributable to the decrease in costsale of products on high volume sales due to sourcing the assembly of our product-mix formulas toorders at a lower cost manufacturer.gross margin, resulting in overall lower gross profit.

Operating expenses consisted of marketing and selling expenses, professional and consulting expenses,fees, compensation to employees and other general and administrative expenses. Operating expenses for the three months ended August 31, 2020 and 2019 were $200,235 and 2018 were $183,403, and $170,457, respectively. Operating expenses as a percentage of sales for the three months ended August 31, 2020 and 2019 were 75% and 2018 were 146% and 121%, respectively. Operating expenses for the three months ended August 31, 20192020 increased by $12,946$16,832 or 8% as compared to9% over the comparable period in 20182019, primarily due to the addition of independent contractors and increased expenses forincrease in marketing and advertising expense to grow ourpromote Company’s brand name and its products in the direct to consumer business.channels, increase in professional and consulting services, a general decrease in the general and administrative expenses.

Other income (expense) consisted of interest income, interest expense and other finance charges, and other income. Interest income for the three months ended August 31, 2020 and 2019 was $7 and 2018 was $40, and $21, respectively. Interest expense and finance changes for the three months ended August 31, 2020 and 2019 were $1,236 and 2018 were $117, and $272, respectively, primarily due to interest expense related to business credit card financing charges.charges in both years and interest on SBA loans in 2020. Other income for the three months ended August 31, 2020 and 2019 was $0 and 2018 was $2,342, and $0, respectively, relating to the bad debts recovered during the three months ended August 31, 2019 that were previously written-off in prior periods.

As a result of the above, we reported a net loss of $100,609$69,269 and $93,304$100,609 for the three months period ended August 31, 20192020 and 2018,2019, respectively.

Liquidity and Capital Resources

We are an emerging growth company and currently engaged in our initial product sales and development. We have recordedan accumulated deficitsdeficit and have incurred operating losses since our inception and expect losses to continue during the fiscal year 2019.2021. This raises substantial doubt about our ability to continue as a going concern. OurThe ability of the Company to continue as a going concern is dependent on raisingthe Company’s ability to raise additional capital by sale of our common stock or obtaining credit facilities from banks and financial institutions, and implement ourits business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Cash Flows

Operating Activities

Net cash flows provided by operating activities for the three months ended August 31, 2020 was $18,156, attributable to a net loss of $69,269, depreciation of $2,564, bad debts expense of $574, stock based compensation expense of $16,000, non-cash lease expense of $857, and net change in operating assets and liabilities of $67,430 primarily due to decrease in accounts receivable, prepaid expenses and other current assets, and customer deposits, offset by an increase in inventory, and accounts payable and accrued expenses. Net cash flows used in operating activities for the three months ended August 31, 2019 was $6,130 attributable to a net loss of $100,609, depreciation of $2,770, bad debts recovery of $2,342, write-off of intangibles of $474, and net change in operating assets and liabilities of $93,577 primarily due to decrease in accounts receivable of $44,326, increase in inventory, prepaid expenses and other current assets of $52,476, and increase in accounts payable and accrued liabilities of $101,727. Cash used in operating activities for the three months ended August 31, 2018 consisted of net loss as well as the effect of changes in operating assets and liabilities as well as adjustments to reconcile net to loss to net cash used in operating activities. Cash used in operating activities of $86,634 consisted of a net loss of $93,304 partially offset by reconciliation of depreciation of $913 and net changes in operating assets and liabilities of $5,757 primarily from an increase in inventory, advances to suppliers and increase in accounts payable and accrued expenses and customer deposits.

Investing Activities

Net cash flows used by investing activities for the three months ended August 31, 2020 and 2019 was $12,984 and 2018 was $9,230, and $0, respectively. We purchasedrespectively, attributable to purchase of property and equipment of $9,230 and $0 during the three months ended August 31, 2019 and 2018, respectively.period.

Financing Activities

Net cash flows provided by financing activities for the three months ended August 31, 2020 and 2019, was $8,740 and 2018 was $6,696, respectively. For the three months ended August 31, 2020, we received advances from a related party of $9,565 and $0, respectively. Werepaid $825 towards equipment financing. For the three months ended August 31, 2019, we received advances from a related party of $7,649 and repaid $953 intowards equipment financing during the three months ended August 31, 2019.financing.

As a result of the activities described above, we recorded a net decrease ofincrease in cash of $8,664 during the three months ended August 31, 2019, and net decrease of cash of $86,634$13,912 for the three months ended August 31, 2018.2020, and a net decrease of cash of $8,664 for the three months ended August 31, 2019.

We currently have no external sources of liquidity, such as arrangements with credit institutions or off-balance sheet arrangements that will have or are reasonably likely to have a current or future effect on our financial condition or immediate access to capital.

We are dependent on our product sales to fund our operations and may require the sale of additional common stock to expand our operations. Our officers and directors have made no written commitments with respect to providing a source of liquidity in the form of cash advances, loans, and/or financial guarantees.

If we are unable to raise the funds required to fund our operations, we will seek alternative financing through other means, such as borrowings from institutions or private individuals. There can be no assurance that we will be able to raise the capital we need for our operations from the sale of our securities. We have not located any sources for these funds and may not be able to do so in the future. We expect that we will seek additional financing in the future. However, we may not be able to obtain additional capital or generate sufficient revenues to fund our operations. If we are unsuccessful at raising sufficient funds, for whatever reason, to fund our operations, we may be forced to cease operations. If we fail to raise funds, we expect that we will be required to seek protection from creditors under applicable bankruptcy laws.

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 or operations, liquidity, capital expenditures or capital resources that is material to investors.

Critical Accounting Policies 

The preparation of condensed financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make a number of 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. Such estimates and assumptions affect the reported amounts of expenses during the reporting period. On an ongoing basis, we evaluate estimates and assumptions based upon historical experience and various other factors and circumstances. We believe our estimates and assumptions are reasonable in the circumstances; however, actual results may differ from these estimates under different future conditions.

We believe that the estimates and assumptions that are most important to the portrayal of our financial condition and results of operations, in that they require the most difficult, subjective or complex judgments, form the basis for the accounting policies deemed to be most critical to us. These critical accounting policies relate to revenue recognition, impairment of intangible assets and long-lived assets, inventory, stock compensation, and evaluation of contingencies. We believe estimates and assumptions related to these critical accounting policies are appropriate under the circumstances; however, should future events or occurrences result in unanticipated consequences, there could be a material impact on our future financial condition or results of operations.

Significant Accounting Policies

See the footnotes to our unaudited condensed financial statements for the quarter ended August 31, 2019,2020, included with this quarterly report.

Impact of COVID-19

During the three months ended August 31, 2020, the effects of a new coronavirus (“COVID-19”) and related actions to attempt to control its spread began to impact our business. The impact of COVID-19 on our operating results for the three months ended August 31, 2020 was limited, in all material respects, to our sales in Europe and in China where the Chinese government mandated numerous measures, including closures of businesses, limitations on movements of individuals and goods, and the imposition of other restrictive measures, in its efforts to mitigate the spread of COVID-19 within the country.

On March 11, 2020, the World Health Organization designated COVID-19 as a global pandemic. Governments around the world have mandated, and continue to introduce, orders to slow the transmission of the virus, including but not limited to shelter-in-place orders, quarantines, significant restrictions on travel, as well as work restrictions that prohibit many employees from going to work. Uncertainty with respect to the economic effects of the pandemic has introduced significant volatility in the financial markets.

To the extent that COVID-19 continues or worsens, governments may impose additional restrictions or additional governments may impose restrictions. The result of COVID-19 and those restrictions could result in a number of adverse impacts to our business, including but not limited to additional disruption to the economy and consumers’ willingness and ability to spend, temporary or permanent closures by businesses that consume our products, such as salons and spas, additional work restrictions, and supply chains being interrupted, slowed, or rendered inoperable. As a result, it may be challenging to obtain and process raw materials and supply chains to support our business needs, and individuals could become ill, quarantined, or otherwise unable to work and/or travel due to health reasons or governmental restrictions. Also, governments may impose other laws, regulations or taxes which could adversely impact our business, financial condition or results of operations. Further, if our customers’ businesses or incomes are similarly affected, they might delay or reduce purchases from us. The potential effects of COVID-19 also could impact us in a number of other ways including, but not limited to, reductions to our profitability, laws and regulations affecting our business, the availability of future borrowings, the cost of borrowings, and credit risks of our customers and counterparties.

Given the evolving health, economic, social, and governmental environments, the potential impact that COVID-19 could have on our business remains uncertain.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required for smaller reporting companies.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We maintain "disclosure controls and procedures,” as that term is defined in Rule 13a-15(e), promulgated by the SEC pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including the principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. Our management, with the participation of the principal executive officer and principal financial officer, evaluated our disclosure controls and procedures as of the end of the period covered by this quarterly report on Form 10-Q. Based on this evaluation, our principal executive officer and principal financial officer concluded that as of August 31, 2019,2020, our disclosure controls and procedures were not effective due to material weaknesses in our internal control over financial reporting.

The ineffectiveness of our internal control over financial reporting was due to the following material weaknesses in our internal control over financial reporting which we identified and previously reported in the Annual Report on Form 10-K for the year ended May 31, 2019:2020: (1) insufficient number of qualified accounting personnel governing the financial close and reporting process, (2) lack of independent directors, and (3) lack of proper segregation of duties.

We expect to be materially dependent upon third parties to provide us with accounting and consulting services for the foreseeable future. We believe this will be sufficient to remediate the material weaknesses related to our accounting discussed above. We plan to recruit independent directors in the near future to oversee, establish and maintain adequate internal controls over financial reporting. Until such time as we have a chief financial officer with the requisite expertise in U.S. GAAP, there are no assurances that the material weaknesses in our disclosure controls and procedures will not result in errors in our financial statements which could lead to a restatement of those financial statements. A material weakness is a deficiency or a combination of control deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

Changes in internal control over financial reporting

There were no changes in our internal control over financial reporting during the quarter ended August 31, 20192020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are not a party to any material litigation, nor, to the knowledge of management, is any litigation threatened against us that may materially affect us.

ITEM 1A. RISK FACTORS

As a smaller reporting company, we are not required to provide risk factors. Please refer to our registration statement under Form S-1 for more information regarding risks related to the securities of the Company.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. Mine Safety DisclosuresMINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

(a) Not applicable.

(b) During the quarter ended August 31, 2019,2020, there have not been any material changes to the procedures by which security holders may recommend nominees to the Board of Directors.

ITEM 6. EXHIBITS

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.

Date: October 7, 2020

By: /s/ Jeff Toghraie

____________________________

Jeff Toghraie

Chief Executive Officer

(Principal Executive Officer)