10-Q

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 February 29, 2020

☐    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)

Delaware	47-4125218
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
9480 Telstar Avenue., Unit 5, El Monte, CA	91731
(Address of Principal Executive Office)	(Zip Code)

(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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Not Applicable

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.

Large accelerated filer           ☐	Accelerated filer	☐
Non-accelerated filer             ☐	Smaller reporting company	☒
(Do not check if a smaller reporting company)	Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐   No ☒ 

As of April 6, 2020, there were 41,285,881 shares of the registrant’s common stock, $0.0001 par value, outstanding.

REVIV3 PROCARE COMPANY

INDEX

		Page
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	7
Item 4.	Controls and Procedures	7
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	8
Item 1A.	Risk Factors	8
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	8
Item 3.	Defaults Upon Senior Securities	8
Item 4.	Mine Safety Disclosures	8
Item 5.	Other Information	8
Item 6.	Exhibits	9
Signatures		10

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:

● the success or failure of management’s efforts to implement our business plan;

● our ability to fund our operating expenses;

● our ability to compete with other companies that have a similar business plan;

● the effect of changing economic conditions impacting our plan of operation;

● The scope and duration of the COVID-19 outbreak and its impact on global economic systems; and

● our ability to meet the other risks as may be described in future filings with the Securities and Exchange Commission (the “SEC”).

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 timeframe, or at all.

PART 1 – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

REVIV3 PROCARE COMPANY

INDEX TO FINANCIAL STATEMENTS

FEBRUARY 29, 2020

UNAUDITED

CONTENTS

Condensed Balance Sheets as of February 29, 2020 (Unaudited) and May 31, 2019	F-1
Condensed Statements of Operations for the three months and nine months ended February 29, 2020 and February 28, 2019 (Unaudited)	F-2
Condensed Statements of Changes in Stockholders' Equity for the three months and nine months ended February 29, 2020 and February 28, 2019 (Unaudited)	F-3
Condensed Statements of Cash Flows for the nine months ended February 29, 2020 and February 28, 2019 (Unaudited)	F-4
Condensed Notes to Unaudited Financial Statements	F-5 - F-14

 -1-

REVIV3 PROCARE COMPANY

CONDENSED BALANCE SHEETS

	February 29, 2020			May 31, 2019
		(Unaudited)
ASSETS
CURRENT ASSETS:
Cash	$	142,690		$	346,179
Accounts receivable, net		59,927			79,588
Inventory		344,477			264,578
Prepaid expenses and other current assets		1,290			2,993
Total Current Assets		548,384			693,338
OTHER ASSETS:
Intangible assets, net		—			474
Property and equipment, net		34,035			32,803
Deposit		16,278			14,849
Right of use assets, net		219,105			--_
Total Other Assets		269,418			48,126
TOTAL ASSETS	$	817,802		$	741,464
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	63,714		$	32,471
Customer deposits		16,203			16,203
Due to related party		210			210
Equipment financing payable, current		3,300			3,300
Lease liability, current		68,941			—
Total Current Liabilities		152,368			52,184
LONG TERM LIABILITIES:
Equipment financing payable		9,625			11,910
Lease liability, non-current		151,021			—
Total Liabilities		313,014			64,094
Commitments and contingencies (see Note 9)
STOCKHOLDERS' EQUITY:
Preferred stock, $0.0001 par value; 20,000,000 shares authorized; none issued and outstanding		—			—
Common stock, $0.0001 par value: 100,000,000 shares authorized; 41,285,881 shares issued and outstanding as of February 29, 2020 and May 31, 2019		4,129			4,129
Additional paid-in capital		5,311,383			5,311,383
Accumulated deficit		(4,810,724	)		(4,638,142	)
Total Stockholders' Equity		504,788			677,370
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	817,802		$	741,464

The accompanying notes are an integral part of these condensed unaudited financial statements.

F-1

REVIV3 PROCARE COMPANY

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

	For the Three Months Ended						For the Nine Months Ended
	February 29,            February 28,						February 29,             February 28,
	2020			2019			2020			2019
Sales	$	157,880		$	281,062		$	612,114		$	662,401
Cost of sales		45,736			158,846			260,603			382,238
Gross profit		112,144			122,216			351,511			280,163
OPERATING EXPENSES:
Marketing and selling expenses		37,497			22,439			140,260			63,911
Compensation and related taxes		7,624			7,344			38,817			22,430
Professional and consulting expenses		43,431			37,732			142,263			157,912
General and administrative		64,703			58,212			201,699			190,538
Total Operating Expenses		153,255			125,727			523,039			434,791
LOSS FROM OPERATIONS		(41,111	)		(3,511	)		(171,528	)		(154,628	)
OTHER INCOME (EXPENSE):
Interest income		25			49			95			95
Interest expense and other finance charges		(513	)		(106	)		(1,149	)		(378	)
Other Income (Expense), Net		(488	)		(57	)		(1,054	)		(283	)
LOSS BEFORE PROVISION FOR INCOME TAXES		(41,599	)		(3,568	)		(172,582	)		(154,911	)
Provision for income taxes		—			—			—			—
NET LOSS	$	(41,599	)	$	(3,568	)	$	(172,582	)	$	(154,911	)
NET LOSS PER COMMON SHARE - Basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic and diluted		41,285,881			41,277,547			41,285,881			40,808,595

The accompanying notes are an integral part of these condensed unaudited financial statements.

F-2

REVIV3 PROCARE COMPANY

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

FOR THE THREE MONTHS AND NINE MONTHS ENDED FEBRUARY 29, 2020 AND FEBRUARY 28, 2019

(UNAUDITED)

For the three months ended February 29, 2020
	Preferred Stock				Common Stock				Additional Paid-in		Accumulated			Stockholders'
	Shares		Amount		Shares		Amount		Capital		Deficit			Equity
Balance, November 30, 2019		—	$	—		41,285,881	$	4,129	$	5,311,383	$	(4,769,125	)	$	546,387
Net loss for the three months ended February 29, 2020		—		—		—		—		—		(41,599	)		(41,599	)
Balance, February 29, 2020		—	$	—		41,285,881	$	4,129	$	5,311,383	$	(4,810,724	)	$	504,788
For the nine months ended February 29, 2020
		Preferred Stock				Common Stock				Additional Paid-in		Accumulated			Stockholders'
		Shares		Amount		Shares		Amount		Capital		Deficit			Equity
Balance, May 31, 2019		—	$	—		41,285,881	$	4,129	$	5,311,383	$	(4,638,142	)	$	677,370
Net loss for the nine months ended February 29, 2020		—		—		—		—		—		(172,582	)		(172,582	)
Balance, February 29, 2020		—	$	—		41,285,881	$	4,129	$	5,311,383	$	(4,810,724	)	$	504,788
For the three months ended February 28, 2019
		Preferred Stock				Common Stock				Additional Paid-in		Accumulated			Stockholders'
		Shares		Amount		Shares		Amount		Capital		Deficit			Equity
Balance, November 30, 2018		—	$	—		41,277,547	$	4,128	$	5,306,384	$	(4,639,510	)	$	671,002
Net loss for the three months ended February 28, 2019		—		—		—		—		—		(3,568	)		(3,568	)
Balance, February 28, 2019		—	$	—		41,277,547	$	4,128	$	5,306,384	$	(4,643,078	)	$	667,434
For the nine months ended February 28, 2019
		Preferred Stock				Common Stock				Additional Paid-in		Accumulated			Stockholders'
		Shares		Amount		Shares		Amount		Capital		Deficit			Equity
Balance, May 31, 2018		—	$	—		40,505,047	$	4,051	$	4,997,461	$	(4,488,167	)	$	513,345
Issuance of common stock for cash		—		—		760,000		76		303,924		—			304,000
Shares to be issued for services		—		—		12,500		1		4,999		—			5,000
Net loss for the nine months ended February 28, 2019		—		—		—		—		—		(154,911	)		(154,911	)
Balance, February 28, 2019		—	$	—		41,277,547	$	4,128	$	5,306,384	$	(4,643,078	)	$	667,434

The accompanying notes are an integral part of these condensed unaudited financial statements.

F-3

REVIV3 PROCARE COMPANY

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the Nine Months Ended
	February 29, 2020			February 28, 2019
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(172,582	)	$	(154,911	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		7,998			3,625
Bad debts (recovery)		(2,342	)		2,786
Stock based compensation		—			5,000
Intangibles written off		474			—
Change in operating assets and liabilities:
Accounts receivable		22,004			(11,316	)
Inventory		(79,899	)		(106,224	)
Advance to suppliers		—			3,413
Prepaid expenses and other current assets		1,703			3,505
Deposits		(1,429	)		—
Right of use assets		857			—
Accounts payable and accrued expenses		31,242			91,508
Customer deposits		—			42,447
Other liabilities		—			(47	)
NET CASH USED IN OPERATING ACTIVITIES		(191,974	)		(120,214	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment		(9,230	)		(13,887	)
NET CASH USED IN INVESTING ACTIVITIES		(9,230	)		(13,887	)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock for cash		—			304,000
Repayment of equipment financing		(2,285	)		(275	)
Advances from a related party		—			3,000
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES		(2,285	)		306,725
NET (DECREASE) INCREASE IN CASH		(203,489	)		172,624
CASH - Beginning of period		346,179			227,870
CASH - End of period	$	142,690		$	400,494
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$	1,149		$	378
Income taxes	$	—		$	—
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Financing of equipment	$	—		$	16,500
Right of use assets recognized as lease liability	$	235,748		$	—
Right of use assets amortization	$	15,786		$	—

The accompanying notes are an integral part of these condensed unaudited financial statements.

F-4

REVIV3 PROCARE COMPANY

CONDENSED NOTES TO UNAUDITED FINANCIAL STATEMENTS

FEBRUARY 29, 2020 AND FEBRUARY 28, 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 and nine months ended February 29, 2020 and February 28, 2019 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 February 29, 2020 and February 28, 2018, 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. The results of operations for the three months and nine months ended February 29, 2020 are not necessarily indicative of the results to be expected for the full year.

Going Concern

As reflected in the accompanying financial statements, the Company has a net loss of $172,582 for the nine months ended February 29, 2020, and used cash from operating activities of $191,974 for the nine months ended February 29, 2020.  Additionally, the Company has an accumulated deficit of $4,810,724 at February 29, 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 continue its business plan, raise capital, and generate sufficient revenue; however, the Company’s cash position may not be sufficient to support its daily operations. 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 intangible assets, the valuation of deferred tax assets, the value of stock-based compensation, and the fair value of non-cash common stock issuances. 

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.

F-5

REVIV3 PROCARE COMPANY

CONDENSED NOTES TO UNAUDITED FINANCIAL STATEMENTS

FEBRUARY 29, 2020 AND FEBRUARY 28, 2019

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

Accounts receivable and allowance for doubtful accounts

The Company has a policy of providing on 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 $1,290 and $2,993 at February 29, 2020 and May 31, 2019, respectively, consist primarily of costs paid for future services which will occur within a year and cash prepayment to vendors. Prepaid expenses at February 29, 2020 and 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.

Revenue recognition

Effective June 1, 2018, the Company adopted Accounting Standards Codification (“ASC”) 606, “Revenue From Contracts With 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 11 for revenue disaggregation disclosures.

Cost of Sales

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

F-6

REVIV3 PROCARE COMPANY

CONDENSED NOTES TO UNAUDITED FINANCIAL STATEMENTS

FEBRUARY 29, 2020 AND FEBRUARY 28, 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 $11,292 and $11,900 for the three months ended February 29, 2020 and February 28, 2019, respectively. Shipping costs included in marketing and selling expense were $31,898 and $30,601 for the nine months ended February 29, 2020 and February 28, 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.

Fair value measurements and fair value of financial instruments

The Company adopted ASC 820, “Fair Value Measurements and 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: 

Level 1:	Observable inputs such as quoted market prices in active markets for identical assets or liabilities
Level 2:	Observable market-based inputs or unobservable inputs that are corroborated by market data
Level 3:	Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions.

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 for Income 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.

F-7

REVIV3 PROCARE COMPANY

CONDENSED NOTES TO UNAUDITED FINANCIAL STATEMENTS

FEBRUARY 29, 2020 AND FEBRUARY 28, 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”. 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.

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 of 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 losses of $474 as an operating expense in the accompanying financial statements, during the nine months ended February 29, 2020.

Stock-based compensation

Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718, “Compensation — Stock 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.

Pursuant to ASC Topic 505-50, “Equity Based Payments to Non-employees”, 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 period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company initially records compensation expense based on the fair value of the award at the reporting date. 

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 February 29, 2020 and February 28, 2019, the Company had no potentially dilutive securities outstanding.

F-8

REVIV3 PROCARE COMPANY

CONDENSED NOTES TO UNAUDITED FINANCIAL STATEMENTS

FEBRUARY 29, 2020 AND FEBRUARY 28, 2019

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

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, signed a lease for 3 years on December 1, 2019 and will record the initial lease liability and right-of-use asset, in the same aggregate amount. The Company’s right-of-use asset relates to the lease involving office space and will be amortized over the lease term of three years. The adoption of ASC Topic 842 did not otherwise have a material impact on the Company’s financial statements.

Recently Issued Accounting Pronouncements

In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement” (Topic 820) which modifies the disclosure requirements on fair value measurements under ASC Topic No. 820, Fair Value Measurement, as amended (“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, among other things, a requirement to disclose the range and weighted average of significant unobservable inputs used in Level 3 fair value measurements. This amendment is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption was permitted upon issuance of ASU 2018-13. The Company has not adopted ASU 2018-13 and, based on its preliminary assessment, does not believe the impact of adoption will be material on its financial 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.

F-9

REVIV3 PROCARE COMPANY

CONDENSED NOTES TO UNAUDITED FINANCIAL STATEMENTS

FEBRUARY 29, 2020 AND FEBRUARY 28, 2019

Note 3 – Accounts Receivable

Accounts receivable, consisted of the following:

	February 29, 2020			May 31, 2019
Accounts Receivable	$	60,362		$	82,365
Less: Allowance for doubtful debts		(435	)		(2,777	)
	$	59,927		$	79,588

The Company recorded bad debt recovery of ($2,342) and bad debt expense of $2,786 during the nine months ended February 29, 2020 and February 28, 2019, respectively.

Note 4 – Inventory

Inventory consisted of the following:

	February 29, 2020		May 31, 2019
Finished Goods	$	40,671	$	69,256
Raw Materials		303,806		195,322
	$	344,477	$	264,578

At February 29, 2020 and May 31, 2019, inventory held at third party locations amounted to $580 and $13,176, respectively. At February 29, 2020 and May 31, 2019, inventory in- transit amounted to $0 and $3,450, respectively.

During the nine months ended February 29, 2020 the Company sold some of the slow- moving inventory which had been written off and recovered $769. During the nine months ended February 28, 2019, 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:

	Estimated Life	February 29, 2020			May 31, 2019
Furniture and Fixtures	5 years	$	5,759		$	5,759
Computer Equipment	3 years		17,392			17,392
Plant Equipment	5-10 years		29,720			20,490
Less: Accumulated Depreciation			(18,836	)		(10,838	)
		$	34,035		$	32,803

Depreciation expense amounted to $2,459 and $1,582 for the three months ended February 29, 2020 and February 28, 2019, respectively. Depreciation expense amounted to $7,998 and $3,625 for the nine months ended February 29, 2020 and February 28, 2019, respectively.

F-10

REVIV3 PROCARE COMPANY

CONDENSED NOTES TO UNAUDITED FINANCIAL STATEMENTS

FEBRUARY 29, 2020 AND FEBRUARY 28, 2019

Note 6 – Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses comprised of the following:

	February 29, 2020		May 31, 2019
Trade Payables	$	48,173	$	14,610
Credit Cards		12,905		14,407
Other		2,636		3,454
	$	63,714	$	32,471

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 was $16,500 payable in 60 monthly installment payments of $317 comprising of principal payment of $275 and interest payment of $42. As of February 29, 2020, and May 31, 2019, the balance outstanding on the loan was $12,925 and $15,210. $3,300 of the loan is payable within one year and the balance $9,625, is payable after one year from February 29, 2020. The Company recorded an interest expense of $31 and $10, respectively on the loan in the accompanying unaudited financial statements for the three months and nine months ended February 29, 2020. The Company recorded an interest expense of $42 on the loan in the accompanying unaudited financial statements for the three months and nine months ended February 28, 2019.

The amounts of principal payments due in the next five years ended February 28, are as follows:

2021	$	3,300
2022		3,300
2023		3,300
2024		3,025
	$	12,925

Note 8 – 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.

As of February 29, 2020, no shares of preferred stock were issued and outstanding.

F-11

REVIV3 PROCARE COMPANY

CONDENSED NOTES TO UNAUDITED FINANCIAL STATEMENTS

FEBRUARY 29, 2020 AND FEBRUARY 28, 2019

Note 8 – Stockholders’ Equity (continued)

Common Stock

As of February 29, 2020, 41,285,891 shares of common stock were issued and outstanding. 

No stock was issued during the nine months ended February 29, 2020.

During the nine months period ended February 28, 2019, the Company issued 760,000 shares of common stock for $304,000 cash proceeds to third party investors at $0.40 per share.

During the nine months period ended February 28, 2019, the Company recorded 12,500 shares of common stock for shares earned by third party consultant for services provided to the Company. The shares were valued at $0.40 per share or $5,000, based on the recent common stock sales.

Note 9 – Commitments and Contingencies

Leases

As discussed in Note 2 above, the Company adopted ASU No. 2016-02, “Leases” on June 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 lease which expired in October 2019. On December 1, 2019, the Company signed an extension of the lease for 3 years. The rent will be $7,567.34 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 is recognized on a straight-line basis over the lease term, while variable lease payments are expensed as incurred. Variable payments change due to facts or circumstances occurring after the commencement date, other than the passage of time, and do not result in a remeasurement of lease liabilities. The Company’s lease agreements do not contain any residual value guarantees or restrictive covenants.

F-12

REVIV3 PROCARE COMPANY

CONDENSED NOTES TO UNAUDITED FINANCIAL STATEMENTS

FEBRUARY 29, 2020 AND FEBRUARY 28, 2019

Note 9 – Commitments and Contingencies (continued)

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 February 29, 2020, the Company recorded rent expense in the amount of $23,589 for the three months ended February 29, 2020. As of February 29, 2020, the lease liability balance was $219,962 and the right of use asset balance was $219,105. A lease term of three years and a discount rate of 12% was used.

Supplemental balance sheet information related to leases was as follows:

	February 29, 2020
Assets
Operating lease assets, net	$	213,452
Liabilities
Current Operating		68,941
Non-current Operating		151,021
Total Lease Liabilities	$	219,962

Maturities of operating lease liabilities were as follows as of February 29, 2020:

Operating Lease
Year 1	$	91,665
Year 2		95,091
Year 3		73,246
Total		260,002
Less: Imputed interest		(40,040	)
Present value of lease liabilities		219,962
Less: current portion		(68,941	)
Non- current portion	$	151,021

Rent expense, prior to the signing of the new lease agreement, amounted to $0 and $23,666 for the three months ended February 29, 2020 and February 28, 2019, respectively. Rent expense amounted to $71,105 and $71,203 for the nine months ended February 29, 2020 and February 28, 2019, respectively.

Note 10 – Related Party Transactions

The Company’s Chief Executive Officer, from time to time, provided advances to the Company for working capital purposes. At February 29, 2020 and May 31, 2019, the Company had a payable to the officer of $210 and $210, respectively. These advances are unsecured, due on demand and non-interest bearing.

During the nine months ended February 28, 2019, the Company paid $280 to an affiliated company for advisory services rendered. The affiliated company is managed by the Company’s Chief Executive Officer.

F-13

REVIV3 PROCARE COMPANY

CONDENSED NOTES TO UNAUDITED FINANCIAL STATEMENTS

FEBRUARY 29, 2020 AND FEBRUARY 28, 2019

Note 11 – 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 February 29, 2020 and May 31, 2019, the Company held cash of approximately $0 and $102,454, respectively, in excess of federally insured limits. The Company has not experienced any losses in such accounts through February 29, 2020.

Concentration of Revenue, Product Line, Accounts Receivable and Supplier

During the three months ended February 29, 2020 sales to four customers, which each represented over 10% of our total sales, aggregated to approximately 68% of the Company’s net sales at 21%, 20%, 15% and 12%. During the nine months ended February 29, 2020, sales to three customers, which each represented over 10% of our total sales, aggregated to approximately 48% of the Company’s net sales at 26%, 10% and 12%. During the three months ended February 28, 2019 sales to one customer, which represented over 10% of our total sales, amounted to approximately 50% of the Company’s net sales. During the nine months ended February 28, 2019 sales to two customers, which each represented over 10% of our total sales, aggregated to approximately 51% of the Company’s net sales at 38% and 13%.

During the three months ended February 29, 2020, sales to customers outside the United States represented approximately 42% which consisted of 41% from Canada and 1% from other countries and during the nine months ended February 29, 2020, sales to customers outside the United States represented approximately 33% which consisted of 24% from Canada, 8% from Italy and 1% from UK. During the nine months period ended February 28, 2019 sales to customers outside the United States represented approximately 30% which consisted of 20% from Canada, 5% from Italy, 3% from Hong Kong and 2% from United Kingdom. During the three months period ended February 28, 2019 sales to customers outside the United States represented approximately 26% which consisted of 22% from Canada and 4% from United Kingdom.

During the nine months ended February 29, 2020, sales by product lines which each represented over 10% of sales consisted of approximately 17% from sale of introductory kit (shampoo, conditioner and treatment spray) and 26% from sale of fragrance shampoo and conditioner. During the three months ended February 29, 2020, sales by product lines which each represented over 10% of sales consisted of approximately 25% from sale of introductory kit (shampoo, conditioner and treatment spray), 26% from sale of prep shampoo and 10% from prime moisturizer and conditioner. During the nine months period ended February 28, 2019, sales by product line which each represented over 10% of sales consisted of approximately 20% from sale of introductory kit (shampoo, conditioner and treatment spray), 16% from prep shampoo and conditioner, 11% from sale of moisturizer and conditioner and 29% from fragrance shampoo and conditioner. During the three months period ended February 28, 2019, sales by product line which each represented over 10% of sales consisted of approximately 15% from sale of introductory kit (shampoo, conditioner and treatment spray), 21% from fragrance shampoo and 21% from fragrance conditioner. 

During the nine months ended February 29, 2020 and February 28, 2019, sales by product line comprised of the following:

	For the Nine Months ended
Hair Care Products	February 29, 2020			February 28, 2019
Shampoos and Conditioners		80	%		76	%
Ancillary Products		20	%		24	%
Total		100	%		100	%

As of February 29, 2020, accounts receivable from five customers represented approximately 85% at 14%, 15%, 16%, 18% and 22% and at May 31, 2019, accounts receivable from five customers represented approximately 94% at 30%, 13%, 23%, 14% and 14%, respectively.

The Company purchased inventories and products from one vendor totaling approximately $203,916 (77% of the purchases) and three vendors totaling approximately $308,761 (76% of the purchases at 10%, 28% and 38%) for the nine months ended February 29, 2020 and February 28, 2019, respectively.

F-14

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 Quarterly 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 twelve 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 products with sixteen separate stock-keeping units (“SKUs”) and look to expand our product lines over the next twelve months.

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JOBS Act

On April 5, 2012, the Jumpstart Our Business Startups Act of 2012, 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 (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 months and Nine months ended February 29, 2020 Compared to the Three Months and Nine Months ended February 28, 2019

Revenues for the three months ended February 29, 2020 and February 28, 2019 were $157,880 and $281,062, respectively. Revenues for the three months ended February 29, 2020 decreased by $123,182 or 44% over the same comparable period in 2019. Revenues for the nine months periods ended February 29, 2020 and February 28, 2019 were $612,114 and $662,401, respectively. Revenues for the nine months ended February 29, 2020 decreased by $50,287 or 8% over the same comparable period in 2019. Revenues have decreased in the 2020 respective periods primarily due to the Company’s inability to receive certain components from China due to extended factory delays caused by Coronavirus (COVID – 19) after the Chinese New Year, and continued diversification of selling our products from domestic distribution to direct to consumer sales channels.

Cost of sales consisted primarily of cost of product and freight-in costs. Cost of sales for the three months ended February 29, 2020 and February 28, 2019 was $45,736 and $158,846, respectively. Cost of sales as a percentage of sales for the three months ended February 29, 2020 and February 28, 2019 was 29% and 57%, respectively. Cost of sales for the nine months ended February 29, 2020 and February 28, 2019 was $260,603 and $382,238, respectively. Cost of sales as a percentage of sales for the nine months ended February 29, 2020 and February 28, 2019 was 43% and 58%, respectively. Cost of sales as a percentage of sales decreased in 2020 for the respective periods as compared to the same comparable periods in 2019 primarily due to the Company continued streamlining of its operations for assembly of our products resulting in lower cost of sales.

-3-

Gross profit for the three months ended February 29, 2020 and February 28, 2019 was $112,144 and $122,216, respectively. Gross profit as a percentage of revenues for the three months ended February 29, 2020 was 71% as compared to 43% for the same comparable period in 2019. Gross profit for the nine months ended February 29, 2020 and February 28, 2019 was $351,511 and $280,163, respectively. Gross profit as a percentage of revenues for the nine months ended February 29, 2020 was 57% as compared to 42% for the same comparable period in 2019. The increase in gross profit for the nine months ended February 29, 2020 was primarily attributable to the continued refocusing and diversification of our sales channels from the traditional distribution sales to direct to consumer channels.

Operating expenses consisted of marketing and selling expenses, professional and consulting fees, compensation to employees and other general and administrative expenses. Operating expenses for the three months ended February 29, 2020 and February 28, 2019 were $153,255 and $125,727, respectively. Operating expenses as a percentage of revenues for the three months ended February 29, 2020 and February 28, 2019 were 97% and 45%, respectively. Operating expenses for the three months ended February 29, 2020 increased by $27,528 or 22% over the comparable period in 2019. Operating expenses for the nine months ended February 29, 2020 and February 28, 2019 were $523,039 and $434,791, respectively. Operating expenses as a percentage of revenues for the nine months ended February 29, 2020 and February 28, 2019 were 85% and 66%, respectively. Operating expenses for the nine months ended February 29, 2020 increased by $88,248 or 20% over the comparable period in 2019. The increase in operating expenses is attributable primarily due to the increase in marketing and advertising expense to promote Company’s brand name and its products in the direct to consumer channels, a general increase in the general and administrative expenses relating to rent, insurance, and other expenses, offset by reduction in independent contractors and their fees and reduction in legal and professional fees during the respective periods in 2020 compared to the same comparable periods in 2019.

As a result of the above, we reported a net loss of $41,599 and $172,582 for the three months and nine months ended February 29, 2020 as compared to a net loss of $3,568 and $154,911 for the three months and nine months ended February 28, 2019.

Liquidity and Capital Resources

We are an emerging growth company and currently engaged in our initial product sales and development. We have an accumulated deficit and have incurred operating losses since our inception and expect losses to continue during the fiscal year 2019. This raises substantial doubt about our ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its 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 used in operating activities for the nine months ended February 29, 2020 was $191,974, attributable to a net loss of $172,582, depreciation of $7,998, bad debts recovery of $2,342, write-off of intangibles of $474, and net change in operating assets and liabilities of $25,523 primarily due to decrease in accounts receivable, prepaid expenses and other current assets, and security deposits offset by an increase in inventory, accounts payable and accrued expenses, and right of use assets. Net cash flows used in operating activities for the nine months ended February 28, 2019 was $120,214, attributable to a net loss of $154,911, depreciation of $3,625, bad debt write-off of $2,786, stock based compensation of $5,000 and net change in operating assets and liabilities of $23,286 primarily due to increase in accounts receivable, inventory, advance to suppliers, accounts payable and accrued expenses, customer deposits and other liabilities, and decrease in prepaid expenses and other current assets.

-4-

Investing Activities

Net cash flows used by investing activities for the nine months ended February 29, 2020 and February 28, 2019 was $9,230 and $13,887, respectively. We purchased property and equipment of $9,230 and $13,887 during the nine months ended February 29, 2020 and February 28, 2019, respectively.

Financing Activities

Net cash flows used in financing activities for the nine months ended February 29, 2020 was $2,285, and net cash flows provided by financing activities for the nine months ended February 28, 2019 was $306,725, respectively. For the nine months ended February 29, 2020, we paid $2,285 towards equipment financing. For the nine months ended February 28, 2019, we raised $304,000 in capital funds through private placement offerings, received advances from a related party of $3,000, and repaid $275 of the financed equipment.

As a result of the activities described above, we recorded a net decrease in cash of $203,489 for the nine months ended February 29, 2020, and a net increase of cash of $172,624 for the nine months ended February 28, 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.

-5-

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 February 29, 2020, included with this quarterly report.

Impact of COVID-19

During the three months ended February 29, 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 February 29, 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.

-6-

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 February 29, 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: (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 February 29, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

-7-

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 DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

(a) Not applicable.

(b) During the quarter ended February 29, 2020, there have not been any material changes to the procedures by which security holders may recommend nominees to the Board of Directors.

-8-

ITEM 6. EXHIBITS

			Incorporated by reference
Exhibit		Filed		Period		Filing
Number	Exhibit Description	herewith	Form	Ending	Exhibit	date
31.1	Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	X		02/29/2020
31.2	Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	X		02/29/2020
32.1	Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	X		02/29/2020
32.2	Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	X		02/29/2020
101.INS	XBRL Instance	X		02/29/2020
101.SCH	XBRL Taxonomy Extension Schema	X		02/29/2020
101.CAL	XBRL Taxonomy Extension Calculation	X		02/29/2020
101.DEF	XBRL Taxonomy Extension Definition	X		02/29/2020
101.LAB	XBRL Taxonomy Extension Labels	X		02/29/2020
101.PRE	XBRL Taxonomy Extension Presentation	X		02/29/2020

-9-

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.

REVIV3 PROCARE COMPANY

Date: April 6, 2020

By: /s/ Jeff Toghraie

____________________________

Jeff Toghraie

Chief Executive Officer

(Principal Executive Officer)

-10-

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Jeff Toghraie, certify that:

1.	I have reviewed this report on Form 10-Q of Reviv3 Procare Company;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a.	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
c.	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

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

a.	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Jeff Toghraie

Jeff Toghraie

Chief Executive Officer

(Principal Executive Officer)

April 6, 2020

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, Chris Go, certify that:

1.	I have reviewed this report on Form 10-Q of Reviv3 Procare Company;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a.	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
c.	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

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

a.	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Chris Go

Chris Go

Chief Financial Officer

(Principal Accounting Officer)

April 6, 2020

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the report of Reviv3 Procare Company (the “Company”) on Form 10-Q for the period ending February 29, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacities and on the dates indicated below, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Jeff Togharie

Jeff Togharie

Chief Executive Officer

(Principal Executive Officer)

April 6, 2020

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the report of Reviv3 Procare Company (the “Company”) on Form 10-Q for the period ending February 29, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacities and on the dates indicated below, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Chris Go

Chris Go

Chief Financial Officer

(Principal Accounting Officer)

April 6, 2020

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Inventory

9 Months Ended

Feb. 29, 2020

Inventory Disclosure [Abstract]

Inventory

Note 4 – Inventory

Inventory consisted of the following:

	February 29, 2020		May 31, 2019
Finished Goods	$	40,671	$	69,256
Raw Materials		303,806		195,322
	$	344,477	$	264,578

At February 29, 2020 and May 31, 2019, inventory held at third party locations amounted to $580 and $13,176, respectively. At February 29, 2020 and May 31, 2019, inventory in- transit amounted to $0 and $3,450, respectively.

During the nine months ended February 29, 2020 the Company sold some of the slow- moving inventory which had been written off and recovered $769. During the nine months ended February 28, 2019, the Company wrote down inventory for obsolescence of $636 which is included in cost of sales.

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Stockholders' Equity

9 Months Ended

Feb. 29, 2020

Equity [Abstract]

Stockholders' Equity

Note 8 – 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.

As of February 29, 2020, no shares of preferred stock were issued and outstanding.

Common Stock

As of February 29, 2020, 41,285,891 shares of common stock were issued and outstanding. 

No stock was issued during the nine months ended February 29, 2020.

During the nine months period ended February 28, 2019, the Company issued 760,000 shares of common stock for $304,000 cash proceeds to third party investors at $0.40 per share.

During the nine months period ended February 28, 2019, the Company recorded 12,500 shares of common stock for shares earned by third party consultant for services provided to the Company. The shares were valued at $0.40 per share or $5,000, based on the recent common stock sales.

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Basis of Presentation, Going Concern and Summary of Significant Accounting Policies (Policies)

9 Months Ended

Feb. 29, 2020

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The unaudited financial statements for the three and nine months ended February 29, 2020 and February 28, 2019 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 February 29, 2020 and February 28, 2018, 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. The results of operations for the three months and nine months ended February 29, 2020 are not necessarily indicative of the results to be expected for the full year.

Going Concern

Going Concern

As reflected in the accompanying financial statements, the Company has a net loss of $172,582 for the nine months ended February 29, 2020, and used cash from operating activities of $191,974 for the nine months ended February 29, 2020.  Additionally, the Company has an accumulated deficit of $4,810,724 at February 29, 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 continue its business plan, raise capital, and generate sufficient revenue; however, the Company’s cash position may not be sufficient to support its daily operations. 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

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 intangible assets, the valuation of deferred tax assets, the value of stock-based compensation, and the fair value of non-cash common stock issuances. 

Cash and cash equivalents

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

Accounts receivable and allowance for doubtful accounts

The Company has a policy of providing on 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

Prepaid expenses and other current assets of $1,290 and $2,993 at February 29, 2020 and May 31, 2019, respectively, consist primarily of costs paid for future services which will occur within a year and cash prepayment to vendors. Prepaid expenses at February 29, 2020 and May 31, 2019 primarily included cash prepayment to vendors.

Inventory

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

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.

Revenue recognition

Revenue recognition

Effective June 1, 2018, the Company adopted Accounting Standards Codification (“ASC”) 606, “Revenue From Contracts With 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 11 for revenue disaggregation disclosures.

Cost of Sales

Cost of Sales

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

Shipping and Handling Costs

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 $11,292 and $11,900 for the three months ended February 29, 2020 and February 28, 2019, respectively. Shipping costs included in marketing and selling expense were $31,898 and $30,601 for the nine months ended February 29, 2020 and February 28, 2019, respectively.

Marketing, selling and advertising

Marketing, selling and advertising

Marketing, selling and advertising costs are expensed as incurred.

Customer Deposits

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.

Fair value measurements and fair value of financial instruments

Fair value measurements and fair value of financial instruments

The Company adopted ASC 820, “Fair Value Measurements and 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: 

Level 1:	Observable inputs such as quoted market prices in active markets for identical assets or liabilities
Level 2:	Observable market-based inputs or unobservable inputs that are corroborated by market data
Level 3:	Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions.

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

Income Taxes

The Company accounts for income taxes pursuant to the provision of ASC 740-10, “Accounting for Income 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.

The Company follows the provision of ASC 740-10 related to “Accounting for Uncertain Income Tax 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.

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 of 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

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 losses of $474 as an operating expense in the accompanying financial statements, during the nine months ended February 29, 2020.

Stock-based compensation

Stock-based compensation

Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718, “Compensation — Stock 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.

Pursuant to ASC Topic 505-50, “Equity Based Payments to Non-employees”, 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 period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company initially records compensation expense based on the fair value of the award at the reporting date. 

Net loss per share of common stock

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 February 29, 2020 and February 28, 2019, the Company had no potentially dilutive securities outstanding.

Accounting Changes

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, signed a lease for 3 years on December 1, 2019 and will record the initial lease liability and right-of-use asset, in the same aggregate amount. The Company’s right-of-use asset relates to the lease involving office space and will be amortized over the lease term of three years. The adoption of ASC Topic 842 did not otherwise have a material impact on the Company’s financial statements.

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement” (Topic 820) which modifies the disclosure requirements on fair value measurements under ASC Topic No. 820, Fair Value Measurement, as amended (“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, among other things, a requirement to disclose the range and weighted average of significant unobservable inputs used in Level 3 fair value measurements. This amendment is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption was permitted upon issuance of ASU 2018-13. The Company has not adopted ASU 2018-13 and, based on its preliminary assessment, does not believe the impact of adoption will be material on its financial 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.

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Commitments and Contingencies (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Feb. 29, 2020	Feb. 28, 2019	Feb. 29, 2020	Feb. 28, 2019
Commitments and Contingencies (Textual)
Lease agreement, description			The Company has a lease agreement in connection with its office and warehouse facility in California under an operating lease which expired in October 2019. On December 1, 2019, the Company signed an extension of the lease for 3 years. The rent will be $7,567.34 per month for the first year and increase by a certain amount each year.
Lease agreement period	3 years		3 years
Monthly base rent			$ 7,567
Lease rent expense	$ 0	$ 23,666	$ 47,547	$ 71,105

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Accounts Payable and Accrued Expenses (Details) - USD ($)	Feb. 29, 2020	May 31, 2019
Payables and Accruals [Abstract]
Trade Payables	$ 48,173	$ 14,610
Credit Cards	12,905	14,407
Other	2,636	3,454
Accounts Payable and Accrued Expenses, net	$ 63,714	$ 32,471

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STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	9 Months Ended
	Feb. 29, 2020	Feb. 28, 2019
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (172,582)	$ (154,911)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	7,998	3,625
Bad debts	(2,342)	2,786
Stock based compensation		5,000
Intangibles written off	474
Change in operating assets and liabilities:
Accounts Receivable	22,004	(11,316)
Inventory	(79,899)	(106,224)
Advance to suppliers		3,413
Prepaid expenses and other current assets	1,703	3,505
Deposits	(1,429)
Right of use assets	857
Accounts payable and accrued expenses	31,243	91,508
Customer deposits		42,447
Other liabilities		(47)
NET CASH USED IN OPERATING ACTIVITIES	(191,974)	(120,214)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment	(9,230)	(13,887)
NET CASH USED IN INVESTING ACTIVITIES	(9,230)	(13,887)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock for cash		304,000
Repayment of equipment financing	(2,285)	(275)
Advances from a related party		3,000
NET CASH PROVIDED BY FINANCING ACTIVITIES	(2,285)	306,725
NET (DECREASE) INCREASE IN CASH	(203,489)	172,624
CASH - Beginning of period	346,179	227,870
CASH - End of period	142,690	400,494
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest	1,149	378
Income taxes
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Financing of equipment		16,500
Right of use assets recognized as lease liability	235,748
Right of use assets amortization	$ 15,786

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CONDENSED BALANCE SHEETS (Unaudited) - USD ($)	Feb. 29, 2020	May 31, 2019
CURRENT ASSETS:
Cash	$ 142,690	$ 346,179
Accounts receivable, net	59,927	79,588
Inventory	344,477	264,578
Prepaid expenses and other current assets	1,290	2,993
Total Current Assets	548,384	693,338
OTHER ASSETS:
Intangible assets, net		474
Property and equipment, net	34,035	32,803
Deposits	16,278	14,849
Right of use assets, net	219,105
Total Other Assets	269,418	48,126
TOTAL ASSETS	817,802	741,464
CURRENT LIABILITIES:
Accounts payable and accrued expenses	63,714	32,471
Customer deposits	16,203	16,203
Due to related party	210	210
Equipment financing payable, current	3,300	3,300
Lease liability, current	68,941
Total Current Liabilities	152,368	52,184
LONG TERM LIABILITIES:
Equipment financing payable	9,625	11,910
Lease liability, non-current	151,021
Total Liabilities	313,014	64,094
Commitments and contingencies (see Note 8)
STOCKHOLDERS' EQUITY:
Preferred stock, $0.0001 par value; 20,000,000 shares authorized; none issued and outstanding
Common stock, $0.0001 par value: 100,000,000 shares authorized; 41,285,881 shares issued and outstanding as of February 29, 2020 and May 31, 2019	4,129	4,129
Additional paid-in capital	5,311,383	5,311,383
Accumulated deficit	(4,810,724)	(4,638,142)
Total Stockholders' Equity	504,788	677,370
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 817,802	$ 741,464

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Accounts Payable and Accrued Expenses (Tables)

9 Months Ended

Feb. 29, 2020

Payables and Accruals [Abstract]

Schedule of Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses comprised of the following:

	February 29, 2020		May 31, 2019
Trade Payables	$	48,173	$	14,610
Credit Cards		12,905		14,407
Other		2,636		3,454
	$	63,714	$	32,471

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Summary of Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Feb. 29, 2020	Feb. 28, 2019	Feb. 29, 2020	Feb. 28, 2019	May 31, 2019
Accounting Policies [Abstract]
Net loss	$ 41,599	$ 3,568	$ 172,582	$ 154,911
Accumulated deficit	4,810,724		4,810,724		$ 4,638,142
Prepaid expenses and other current assets	1,290		1,290		$ 2,993
Shipping costs	$ 11,292	$ 11,900	$ 31,898	$ 30,601

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Equipment Financing Payable (Tables)

9 Months Ended

Feb. 29, 2020

Notes to Financial Statements

Schedule of Loan Payment Due

The amounts of principal payments due in the next five years ended February 28, are as follows:

2021	$	3,300
2022		3,300
2023		3,300
2024		3,025
	$	12,925

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Accounts Receivable (Details) - USD ($)	Feb. 29, 2020	May 31, 2019
Receivables [Abstract]
Accounts receivable	$ 60,362	$ 82,365
Less: Allowance for bad debts	(435)	(2,777)
Accounts receivable, net	$ 59,927	$ 79,588

XML

Accounts Receivable (Tables)

9 Months Ended

Feb. 29, 2020

Receivables [Abstract]

Schedule of accounts receivable

Accounts receivable, consisted of the following:

	February 29, 2020			May 31, 2019
Accounts Receivable	$	60,362		$	82,365
Less: Allowance for doubtful debts		(435	)		(2,777	)
	$	59,927		$	79,588

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Property and Equipment

9 Months Ended

Feb. 29, 2020

Property, Plant and Equipment [Abstract]

Property and Equipment

Note 5 – Property and Equipment

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

	Estimated Life	February 29, 2020			May 31, 2019
Furniture and Fixtures	5 years	$	5,759		$	5,759
Computer Equipment	3 years		17,392			17,392
Plant Equipment	5-10 years		29,720			20,490
Less: Accumulated Depreciation			(18,836	)		(10,838	)
		$	34,035		$	32,803

Depreciation expense amounted to $2,459 and $1,582 for the three months ended February 29, 2020 and February 28, 2019, respectively. Depreciation expense amounted to $7,998 and $3,625 for the nine months ended February 29, 2020 and February 28, 2019, respectively. 

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Commitments and Contingencies

9 Months Ended

Feb. 29, 2020

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 9 – Commitments and contingencies

Leases

As discussed in Note 2 above, the Company adopted ASU No. 2016-02, “Leases” on June 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 lease which expired in October 2019. On December 1, 2019, the Company signed an extension of the lease for 3 years. The rent will be $7,567.34 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 is recognized on a straight-line basis over the lease term, while variable lease payments are expensed as incurred. Variable payments change due to facts or circumstances occurring after the commencement date, other than the passage of time, and do 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 February 29, 2020, the Company recorded rent expense in the amount of $23,589 for the three months ended February 29, 2020. As of February 29, 2020, the lease liability balance was $219,962 and the right of use asset balance was $219,105. A lease term of three years and a discount rate of 12% was used.

Supplemental balance sheet information related to leases was as follows:

	February 29, 2020
Assets
Operating lease assets, net	$	2,13,452
Liabilities
Current Operating		68,941
Non-current Operating		1,51,021
Total Lease Liabilities	$	2,19,962

Maturities of operating lease liabilities were as follows as of February 29, 2020:

Operating Lease
Year 1	$	91,665
Year 2		95,091
Year 3		73,246
Total		2,60,002
Less: Imputed interest		-40,040
Present value of lease liabilities		2,19,962
Less: current portion		-68,941
Non- current portion	$	1,51,021

Rent expense, prior to the signing of the new lease agreement, amounted to $0 and $23,666 for the three months ended February 29, 2020 and February 28, 2019, respectively. Rent expense amounted to $47,547 and $71,105 for the nine months ended February 29, 2020 and February 28, 2019, respectively.

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Commitments and Contingencies (Details) - USD ($)	Feb. 29, 2020	May 31, 2019
Schedule of Future minimum rental payments for operating lease
1 Year	$ 91,665
2 Years	95,091
3 Years	73,246
Total	260,002
Less: Imputed interest	(40,040)
Present value of lease liabilities	219,962
Less: current portion	(68,941)
Non- current portion	$ 151,021

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Property and Equipment (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Feb. 29, 2020	Feb. 28, 2019	Feb. 29, 2020	Feb. 28, 2019
Property and Equipment (Textual)
Depreciation expense	$ 2,459	$ 1,582	$ 7,998	$ 3,625

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Organization

9 Months Ended

Feb. 29, 2020

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization

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.

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CONDENSED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Feb. 29, 2020	May 31, 2019
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	20,000,000	20,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	41,285,881	41,285,881
Common stock, shares outstanding	41,285,881	41,285,881

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Concentrations and Revenue Aggregation (Details) - Sales Revenue, Net [Member]	3 Months Ended		9 Months Ended
	Feb. 29, 2020	Feb. 28, 2019	Feb. 29, 2020	Feb. 28, 2019
Sales, Percent	68.00%	50.00%	48.00%	51.00%
Shampoos and Conditioners [Member]
Sales, Percent			80.00%	76.00%
Ancillary Products [Member]
Sales, Percent			20.00%	24.00%
Product [Member]
Sales, Percent			100.00%	100.00%

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Property and Equipment (Tables)

9 Months Ended

Feb. 29, 2020

Property, Plant and Equipment [Abstract]

Schedule of property and equipment

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

	Estimated Life	February 29, 2020			May 31, 2019
Furniture and Fixtures	5 years	$	5,759		$	5,759
Computer Equipment	3 years		17,392			17,392
Plant Equipment	5-10 years		29,720			20,490
Less: Accumulated Depreciation			(18,836	)		(10,838	)
		$	34,035		$	32,803

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Concentrations and Revenue Aggregation (Tables)

9 Months Ended

Feb. 29, 2020

Concentrations And Revenue Aggregation

Schedule of Sales by Product Line

During the nine months ended February 29, 2020 and February 28, 2019, sales by product line comprised of the following:

	For the Nine Months ended
Hair Care Products	February 29, 2020			February 28, 2019
Shampoos and Conditioners		80	%		76	%
Ancillary Products		20	%		24	%
Total		100	%		100	%

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Inventory (Details) - USD ($)	Feb. 29, 2020	May 31, 2019
Inventory Disclosure [Abstract]
Finished goods	$ 40,671	$ 69,256
Raw materials	303,806	195,322
Inventory, net	$ 344,477	$ 264,578

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Related Party Transactions (Details Narrative) - USD ($)	Feb. 29, 2020	May 31, 2019
Related Party Transactions (Textual)
Amount payable to officers	$ 210	$ 210

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Equipment Financing Payable (Details) - USD ($)	Feb. 29, 2020	May 31, 2019
Notes to Financial Statements
2021	$ 3,300	$ 3,300
2022		3,300
2023		3,300
2024		3,025
Total		$ 12,925

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Inventory (Details Narrative) - USD ($)	9 Months Ended
	Feb. 29, 2020	Feb. 28, 2019	May 31, 2019
Inventory Disclosure [Abstract]
Inventory held at third party locations	$ 580		$ 13,176
Write Down of Inventory for Obsolescence which is included in Cost of Sales	474
Inventory in Transit	$ 0		$ 3,450

XML

Equipment Financing Payable

9 Months Ended

Feb. 29, 2020

Notes to Financial Statements

Equipment Financing Payable

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 was $16,500 payable in 60 monthly installment payments of $317 comprising of principal payment of $275 and interest payment of $42. As of February 29, 2020, and May 31, 2019, the balance outstanding on the loan was $12,925 and $15,210. $3,300 of the loan is payable within one year and the balance $9,625, is payable after one year from February 29, 2020. The Company recorded an interest expense of $31 and $10, respectively on the loan in the accompanying unaudited financial statements for the three months and nine months ended February 29, 2020. The Company recorded an interest expense of $42 on the loan in the accompanying unaudited financial statements for the three months and nine months ended February 28, 2019.

The amounts of principal payments due in the next five years ended February 28, are as follows:

2021	$	3,300
2022		3,300
2023		3,300
2024		3,025
	$	12,925

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Concentrations and Revenue Disaggregation

9 Months Ended

Feb. 29, 2020

Risks and Uncertainties [Abstract]

Concentrations and Revenue Disaggregation

Note 11 – 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 February 29, 2020 and May 31, 2019, the Company held cash of approximately $0 and $102,454, respectively, in excess of federally insured limits. The Company has not experienced any losses in such accounts through February 29, 2020.

Concentration of Revenue, Product Line, and Supplier

During the three months ended February 29, 2020 sales to four customers, which represented over 10% of our total sales at 21%, 20%, 15% and 12%. During the nine months ended February 29, 2020 sales to three customers, which each represented over 10% of our total sales, aggregated to approximately 55% of the Company’s net sales at 26%, 10% and 12%. During the three months ended February 28, 2019 sales to one customer, which represented over 10% of our total sales, amounted to approximately 50% of the Company’s net sales. During the nine months ended February 28, 2019 sales to two customers, which each represented over 10% of our total sales, aggregated to approximately 51% of the Company’s net sales at 38% and 13%.

During the three months ended February 29, 2020, sales to customers outside the United States represented approximately 42% which consisted of 41% from Canada and 1% from other countries and during the nine months ended February 29, 2020, sales to customers outside the United States represented approximately 33% which consisted of 24% from Canada, 8% from Italy and 1% from UK. During the nine months period ended February 28, 2019 sales to customers outside the United States represented approximately 30% which consisted of 20% from Canada, 5% from Italy, 3% from Hong Kong and 2% from United Kingdom. During the three months period ended February 28, 2019 sales to customers outside the United States represented approximately 26% which consisted of 22% from Canada and 4% from United Kingdom.

During the nine months ended February 29, 2020, sales by product lines which each represented over 10% of sales consisted of approximately 17% from sale of introductory kit (shampoo, conditioner and treatment spray) and 26% from sale of fragrance shampoo and conditioner. During the three months ended February 29, 2020, sales by product lines which each represented over 10% of sales consisted of approximately 25% from sale of introductory kit (shampoo, conditioner and treatment spray), 26% from sale of prep shampoo and 10% from prime moisturizer and conditioner. During the nine months period ended February 28, 2019, sales by product line which each represented over 10% of sales consisted of approximately 20% from sale of introductory kit (shampoo, conditioner and treatment spray), 16% from prep shampoo and conditioner, 11% from sale of moisturizer and conditioner and 29% from fragrance shampoo and conditioner. During the three months period ended February 28, 2019, sales by product line which each represented over 10% of sales consisted of approximately 15% from sale of introductory kit (shampoo, conditioner and treatment spray), 21% from fragrance shampoo and 21% from fragrance conditioner. 

During the nine months ended February 29, 2020 and February 28, 2019, sales by product line comprised of the following:

	For the Nine Months ended
Hair Care Products	February 29, 2020			February 28, 2019
Shampoos and Conditioners		80	%		76	%
Ancillary Products		20	%		24	%
Total		100	%		100	%

As of February 29, 2020, accounts receivable from five customers represented approximately 85% at 14%, 15%, 16%, 18% and 22% and at May 31, 2019, accounts receivable from five customers represented approximately 94% at 30%, 13%, 23%, 14% and 14%, respectively.

The Company purchased inventories and products from one vendor totaling approximately $203,916 (77% of the purchases) and three vendors totaling approximately $308,761 (76% of the purchases at 10%, 28% and 38%) for the nine months ended February 29, 2020 and February 28, 2019, respectively.

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STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) - USD ($)	Preferred Stock	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Beginning Balance at May. 31, 2018		$ 4,051	$ 4,997,461	$ (4,488,167)	$ 513,345
Beginning Balance, Shares at May. 31, 2018		40,505,047
Issuance of common stock for cash		$ 76	303,924		304,000
Issuance of common stock for cash, Shares		760,000
Shares to be issued for services		$ 1	4,999		5,000
Shares to be issued for services, Shares		12,500
Net Loss for the Period				(154,911)	(154,911)
Ending Balance at Feb. 28, 2019		$ 4,128	5,306,384	(4,643,078)	667,434
Ending Balance, Shares at Feb. 28, 2019		41,277,547
Beginning Balance at Nov. 30, 2018		$ 4,128	5,306,384	(4,639,510)	671,002
Beginning Balance, Shares at Nov. 30, 2018		41,277,547
Net Loss for the Period				(3,568)	(3,568)
Ending Balance at Feb. 28, 2019		$ 4,128	5,306,384	(4,643,078)	667,434
Ending Balance, Shares at Feb. 28, 2019		41,277,547
Beginning Balance at May. 31, 2019		$ 4,129	5,311,383	(4,638,142)	677,370
Beginning Balance, Shares at May. 31, 2019		41,285,881
Net Loss for the Period				(172,582)	(172,582)
Ending Balance at Feb. 29, 2020		$ 4,129	5,311,383	(4,810,724)	504,788
Ending Balance, Shares at Feb. 29, 2020		41,285,881
Beginning Balance at Nov. 30, 2019		$ 4,129	5,311,383	(4,769,125)	546,387
Beginning Balance, Shares at Nov. 30, 2019		41,285,881
Net Loss for the Period				(41,599)	(41,599)
Ending Balance at Feb. 29, 2020		$ 4,129	$ 5,311,383	$ (4,810,724)	$ 504,788
Ending Balance, Shares at Feb. 29, 2020		41,285,881

XML

Document and Entity Information - shares	9 Months Ended
	Feb. 29, 2020	Apr. 06, 2020
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Feb. 29, 2020
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2019
Current Fiscal Year End Date	--05-31
Entity File Number	333-220846
Entity Registrant Name	Reviv3 Procare Co
Entity Central Index Key	0001718500
Entity Tax Identification Number	47-4125218
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	9480 Telstar Avenue.
Entity Address, Address Line Two	Unit 5, El Monte
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	91731
City Area Code	888
Local Phone Number	638-8883
Entity Current Reporting Status	No
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		41,285,881

XML

Accounts Receivable

9 Months Ended

Feb. 29, 2020

Receivables [Abstract]

Accounts Receivable

Note 3 – Accounts Receivable

Accounts receivable, consisted of the following:

	February 29, 2020			May 31, 2019
Accounts Receivable	$	60,362		$	82,365
Less: Allowance for doubtful debts		(435	)		(2,777	)
	$	59,927		$	79,588

The Company recorded bad debt recovery of ($2,342) and bad debt expense of $2,786 during the nine months ended February 29, 2020 and February 28, 2019, respectively.

XML

Stockholders' Equity (Details Narrative) - $ / shares	Feb. 29, 2020	May 31, 2019
Stockholders' Equity (Textual)
Common Stock, Shares Authorized	100,000,000	100,000,000
Common Stock, Par Value Per Share	$ 0.0001	$ 0.0001
Common Stock, Shares, Issued	41,285,881	41,285,881
Common Stock, Shares, Outstanding	41,285,881	41,285,881
Preferred Stock, Shares Authorized	20,000,000	20,000,000
Preferred Stock, Par Value Per Share	$ 0.0001	$ 0.0001

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Property and Equipment (Details) - USD ($)	9 Months Ended
	Feb. 29, 2020	May 31, 2019
Less: Accumulated depreciation	$ (18,836)	$ (10,838)
Property and equipment net	$ 34,035	32,803
Furniture and Fixtures [Member]
Estimated life	5 years
Property and equipment gross	$ 5,759	5,759
Computer Equipment [Member]
Estimated life	3 years
Property and equipment gross	$ 17,392	17,392
Furniture and Fixtures [Member]
Property and equipment gross	$ 29,720	$ 20,490
Furniture and Fixtures [Member] | Minimum [Member]
Estimated life	5 years
Furniture and Fixtures [Member] | Maximum [Member]
Estimated life	10 years

XML

Concentrations and Revenue Aggregation (Details Narrative)	3 Months Ended		9 Months Ended		12 Months Ended
	Feb. 29, 2020 USD ($) Customer	Feb. 28, 2019 Customer	Feb. 29, 2020 USD ($) Customer Vendor	Feb. 28, 2019 USD ($) Customer Vendor	May 31, 2019 USD ($) Customer
Concentrations (Textual)
Amount of FDIC	$ 250,000		$ 250,000
Held in cash	$ 0		$ 0		$ 102,454
Sales Revenue, Net [Member]
Concentrations (Textual)
Number of customers | Customer	4	1	3	2
Concentration risk percentage	68.00%	50.00%	48.00%	51.00%
Sales Revenue, Net [Member] | Outside UNITED STATES [Member]
Concentrations (Textual)
Concentration risk percentage	42.00%	30.00%	33.00%	26.00%
Sales Revenue, Net [Member] | CANADA [Member]
Concentrations (Textual)
Concentration risk percentage	41.00%	20.00%	24.00%	22.00%
Sales Revenue, Net [Member] | Other [Member]
Concentrations (Textual)
Concentration risk percentage	1.00%
Sales Revenue, Net [Member] | Italy [Member]
Concentrations (Textual)
Concentration risk percentage		5.00%	80.00%
Sales Revenue, Net [Member] | United Kingdom [Member]
Concentrations (Textual)
Concentration risk percentage		2.00%	10.00%	4.00%
Sales Revenue, Net [Member] | Hong Kong [Member]
Concentrations (Textual)
Concentration risk percentage		3.00%
Sales Revenue, Net [Member] | Customer One [Member]
Concentrations (Textual)
Concentration risk percentage	21.00%	50.00%	26.00%	38.00%
Sales Revenue, Net [Member] | Customer Two [Member]
Concentrations (Textual)
Concentration risk percentage	20.00%		10.00%	13.00%
Sales Revenue, Net [Member] | Customer Three [Member]
Concentrations (Textual)
Concentration risk percentage	15.00%		12.00%
Sales Revenue, Net [Member] | Customer Four [Member]
Concentrations (Textual)
Concentration risk percentage	12.00%
Accounts Receivable [Member]
Concentrations (Textual)
Number of customers | Customer			5		5
Concentration risk percentage			85.00%		94.00%
Accounts Receivable [Member] | Customer One [Member]
Concentrations (Textual)
Concentration risk percentage			14.00%		30.00%
Accounts Receivable [Member] | Customer Two [Member]
Concentrations (Textual)
Concentration risk percentage			15.00%		13.00%
Accounts Receivable [Member] | Customer Three [Member]
Concentrations (Textual)
Concentration risk percentage			16.00%		23.00%
Accounts Receivable [Member] | Customer Four [Member]
Concentrations (Textual)
Concentration risk percentage			22.00%		14.00%
Accounts Receivable [Member] | Customer Five [Member]
Concentrations (Textual)
Concentration risk percentage			18.00%		14.00%
Vendors [Member]
Concentrations (Textual)
Number of vendors | Vendor			1	3
Purchased inventories and products			$ 203,916	$ 308,761
Percentage of purchases			77.00%	76.00%
Vendors [Member] | Vendors One [Member]
Concentrations (Textual)
Percentage of purchases				10.00%
Vendors [Member] | Vendors Two [Member]
Concentrations (Textual)
Percentage of purchases				28.00%
Vendors [Member] | Vendors Three [Member]
Concentrations (Textual)
Percentage of purchases				38.00%

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Accounts Payable and Accrued Expenses

9 Months Ended

Feb. 29, 2020

Payables and Accruals [Abstract]

Accounts Payable and Accrued Expenses

Note 6 – Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses comprised of the following:

	February 29, 2020		May 31, 2019
Trade Payables	$	48,173	$	14,610
Credit Cards		12,905		14,407
Other		2,636		3,454
	$	63,714	$	32,471

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Related Party Transactions

9 Months Ended

Feb. 29, 2020

Related Party Transactions [Abstract]

Related Party Transactions

Note 10 – Related Party Transactions

The Company’s Chief Executive Officer, from time to time, provided advances to the Company for working capital purposes. At February 29, 2020 and May 31, 2019, the Company had a payable to the officer of $210 and $210, respectively. These advances are unsecured, due on demand and non-interest bearing.   

During the nine months ended February 28, 2019, the Company paid $280 to an affiliated company for advisory services rendered. The affiliated company is managed by the Company’s Chief Executive Officer.

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Basis of Presentation, Going Concern and Summary of Significant Accounting Policies

9 Months Ended

Feb. 29, 2020

Accounting Policies [Abstract]

Basis of Presentation, Going Concern and Summary of Significant Accounting Policies

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

Basis of Presentation

The unaudited financial statements for the three and nine months ended February 29, 2020 and February 28, 2019 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 February 29, 2020 and February 28, 2018, 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. The results of operations for the three months and nine months ended February 29, 2020 are not necessarily indicative of the results to be expected for the full year.

Going Concern

As reflected in the accompanying financial statements, the Company has a net loss of $172,582 for the nine months ended February 29, 2020, and used cash from operating activities of $191,974 for the nine months ended February 29, 2020.  Additionally, the Company has an accumulated deficit of $4,810,724 at February 29, 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 continue its business plan, raise capital, and generate sufficient revenue; however, the Company’s cash position may not be sufficient to support its daily operations. 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 intangible assets, the valuation of deferred tax assets, the value of stock-based compensation, and the fair value of non-cash common stock issuances. 

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 on 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 $1,290 and $2,993 at February 29, 2020 and May 31, 2019, respectively, consist primarily of costs paid for future services which will occur within a year and cash prepayment to vendors. Prepaid expenses at February 29, 2020 and 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.

Revenue recognition

Effective June 1, 2018, the Company adopted Accounting Standards Codification (“ASC”) 606, “Revenue From Contracts With 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 11 for revenue disaggregation disclosures.

Cost of Sales

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

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 $11,292 and $11,900 for the three months ended February 29, 2020 and February 28, 2019, respectively. Shipping costs included in marketing and selling expense were $31,898 and $30,601 for the nine months ended February 29, 2020 and February 28, 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.

Fair value measurements and fair value of financial instruments

The Company adopted ASC 820, “Fair Value Measurements and 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: 

Level 1:	Observable inputs such as quoted market prices in active markets for identical assets or liabilities
Level 2:	Observable market-based inputs or unobservable inputs that are corroborated by market data
Level 3:	Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions.

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 for Income 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.

The Company follows the provision of ASC 740-10 related to “Accounting for Uncertain Income Tax 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.

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 of 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 losses of $474 as an operating expense in the accompanying financial statements, during the nine months ended February 29, 2020.

Stock-based compensation

Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718, “Compensation — Stock 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.

Pursuant to ASC Topic 505-50, “Equity Based Payments to Non-employees”, 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 period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company initially records compensation expense based on the fair value of the award at the reporting date. 

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 February 29, 2020 and February 28, 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, signed a lease for 3 years on December 1, 2019 and will record the initial lease liability and right-of-use asset, in the same aggregate amount. The Company’s right-of-use asset relates to the lease involving office space and will be amortized over the lease term of three years. The adoption of ASC Topic 842 did not otherwise have a material impact on the Company’s financial statements.

Recently Issued Accounting Pronouncements

In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement” (Topic 820) which modifies the disclosure requirements on fair value measurements under ASC Topic No. 820, Fair Value Measurement, as amended (“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, among other things, a requirement to disclose the range and weighted average of significant unobservable inputs used in Level 3 fair value measurements. This amendment is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption was permitted upon issuance of ASU 2018-13. The Company has not adopted ASU 2018-13 and, based on its preliminary assessment, does not believe the impact of adoption will be material on its financial 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.

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STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Feb. 29, 2020	Feb. 28, 2019	Feb. 29, 2020	Feb. 28, 2019
Income Statement [Abstract]
Sales	$ 157,880	$ 281,062	$ 612,114	$ 662,401
Cost of sales	45,736	158,846	260,603	382,238
Gross profit	112,144	122,216	351,511	280,163
OPERATING EXPENSES:
Marketing and selling expenses	37,497	22,439	140,260	63,911
Compensation and related taxes	7,624	7,344	38,817	22,430
Professional and consulting expenses	43,431	37,732	142,263	157,912
General and administrative	64,703	58,212	201,699	190,538
Total Operating Expenses	153,255	125,727	523,039	434,791
LOSS FROM OPERATIONS	(41,111)	(3,511)	(171,528)	(154,628)
OTHER INCOME (EXPENSE):
Interest income	25	49	95	95
Interest expense and other finance charges	(513)	(106)	(1,149)	(378)
Other Income (Expense), Net	(488)	(57)	(1,054)	(283)
LOSS BEFORE PROVISION FOR INCOME TAXES	(41,599)	(3,568)	(172,582)	(154,911)
Provision for income taxes
NET LOSS	$ (41,599)	$ (3,568)	$ (172,582)	$ (154,911)
NET LOSS PER COMMON SHARE - Basic and diluted	$ 0.00	$ 0.00	$ 0.00	$ 0.00
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic and diluted	41,285,881	41,277,547	41,285,881	40,808,595

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Accounts Receivable (Details Narrative) - USD ($)	9 Months Ended
	Feb. 29, 2020	Feb. 28, 2019
Accounts Receivable (Textual)
Bad debt expense	$ (2,342)	$ 2,786

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Inventory (Tables)

9 Months Ended

Feb. 29, 2020

Inventory Disclosure [Abstract]

Schedule of inventory

Inventory consisted of the following:

	February 29, 2020		May 31, 2019
Finished Goods	$	40,671	$	69,256
Raw Materials		303,806		195,322
	$	344,477	$	264,578

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Commitments and Contingencies (Tables)

9 Months Ended

Feb. 29, 2020

Commitments and Contingencies Disclosure [Abstract]

Schedule of future minimum rental payments required under operating lease

Supplemental balance sheet information related to leases was as follows:

	February 29, 2020
Assets
Operating lease assets, net	$	2,13,452
Liabilities
Current Operating		68,941
Non-current Operating		1,51,021
Total Lease Liabilities	$	2,19,962

Maturities of operating lease liabilities were as follows as of February 29, 2020:

Operating Lease
Year 1	$	91,665
Year 2		95,091
Year 3		73,246
Total		2,60,002
Less: Imputed interest		-40,040
Present value of lease liabilities		2,19,962
Less: current portion		-68,941
Non- current portion	$	1,51,021