10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended February 28, 2021

o    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

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 x   No o

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 x  No o

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           o	Accelerated filer	o
Non-accelerated filer             o	Smaller reporting company	x
(Do not check if a smaller reporting company)	Emerging growth company	x

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. x

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

As of March 29, 2021, there were 41,785,881 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	6
Item 4.	Controls and Procedures	6
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	7
Item 1A.	Risk Factors	7
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

-i-

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.

-ii-

PART 1 – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

REVIV3 PROCARE COMPANY

INDEX TO FINANCIAL STATEMENTS

FEBRUARY 28, 2021

CONTENTS

Financial Statements:
Condensed Balance Sheets - As of February 28, 2021 (Unaudited) and May 31, 2020	F-1
Condensed Statement of Operations - For the three months and nine months ended February 28, 2021 and February 29, 2020 (Unaudited)	F-2
Condensed Statement of Changes in Stockholders’ Equity - For the three months and nine months ended February 28, 2021 and February 29, 2020 (Unaudited)	F-3
Condensed Statement of Cash Flows – For the nine months ended February 28, 2021 and February 29, 2020 (Unaudited)	F-4
Condensed Notes to Unaudited Financial Statements	F-5

1

REVIV3 PROCARE COMPANY

  BALANCE SHEETS

	February 28,			May 31,
	2021			2020
		(Unaudited)
ASSETS
CURRENT ASSETS:
Cash	$	492,066		$	409,031
Accounts receivable, net		91,944			182,201
Inventory		301,523			288,124
Prepaid expenses and other current assets		103,420			13,708
Total Current Assets		988,953			893,064
OTHER ASSETS:
Property and equipment, net		39,363			31,577
Deposits		16,277			16,277
Right of use assets, net		147,594			201,984
Total Other Assets		203,234			249,838
TOTAL ASSETS	$	1,192,187		$	1,142,902
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	348,632		$	128,851
Customer deposits		17,330			128,354
Due to related party		22,802			2,396
Equipment payable, current		3,300			3,300
Loan payable, current portion		13,878			5,002
Lease liability, current portion		81,307			71,896
Total Current Liabilities		487,249			339,799
LONG TERM LIABILITIES:
Equipment payable		6,325			8,800
Loan payable		155,322			157,898
Lease liability, non- current		69,714			131,802
Total Long Term Liabilities		231,361			298,500
Total Liabilities		718,610			638,299
Commitments and contingencies (see Note 10)
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; 41,725,881 shares issued and outstanding as of February 28, 2021 and 41,285,881 shares issued and outstanding as of May 31, 2020		4,173			4,129
Additional paid-in capital		5,377,739			5,311,383
Shares to be issued		25,200			—
Accumulated deficit		(4,933,535	)		(4,810,909	)
Total Stockholders' Equity		473,577			504,603
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	1,192,187		$	1,142,902

See accompanying notes to these condensed unaudited financial statements.

F-1

REVIV3 PROCARE COMPANY

 STATEMENTS OF OPERATIONS

 (UNAUDITED)

	For the Three Months Ended						For the Nine Month Periods Ended
	February 28,			February 29,			February 28,			February 29,
	2021			2020			2021			2020
Sales	$	364,966		$	157,880		$	1,277,480		$	612,114
Cost of sales		93,491			45,736			477,578			260,603
Gross profit		271,475			112,144			799,902			351,511
OPERATING EXPENSES:
Marketing and selling expenses		201,247			37,497			501,051			140,260
Compensation and related taxes		9,065			7,624			26,868			38,817
Professional and consulting expenses		108,132			43,431			197,611			142,263
General and administrative		74,059			64,703			208,881			201,699
Total Operating Expenses		392,503			153,255			934,411			523,039
LOSS FROM OPERATIONS		(121,028	)		(41,111	)		(134,509	)		(171,528	)
OTHER INCOME (EXPENSE):
Interest income		12			25			31			95
Gain on debt settlement		16,313			—			16,313
Interest expense and other finance charges		(1,757	)		(513	)		(4,461	)		(1,149	)
Other Income (Expense), Net		14,568			(488	)		11,883			(1,054	)
LOSS BEFORE PROVISION FOR INCOME TAXES		(106,460	)		(41,599	)		(122,626	)		(172,582	)
Provision for income taxes		—			—			—			—
NET LOSS	$	(106,460	)	$	(41,599	)	$	(122,626	)	$	(172,582	)
NET LOSS PER COMMON SHARE - Basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic and diluted		41,817,566			41,285,881			41,479,141			41,285,881

See accompanying notes to these condensed unaudited financial statements.

F-2

REVIV3 PROCARE COMPANY

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED FEBRUARY 28, 2021 AND FEBRUARY 29, 2020

(UNAUDITED)

For the nine months ended February 28, 2021
	Preferred Stock				Common Stock				Additional Paid-in		Shares to be		Accumulated			Stockholders'
	Shares		Amount		Shares		Amount		Capital		Issued		Deficit			Equity
Balance, May 31, 2020		—	$	—		41,285,881	$	4,129	$	5,311,383	$	—	$	(4,810,909	)	$	504,603
Shares issued for services		—		—		440,000		44		66,356		—		—			66,400
Shares to be issued for services		—		—		—		—		—		25,200		—			25,200
Net loss for the nine months ended February 28, 2021		—		—		—		—		—		—		(122,626	)		(122,626	)
Balance, February 28, 2021		—	$	—		41,725,881	$	4,173	$	5,377,739	$	25,200	$	(4,933,535	)	$	473,577
For the three months ended February 28, 2021
		Preferred Stock				Common Stock				Additional Paid-in		Shares to be		Accumulated			Stockholders'
		Shares		Amount		Shares		Amount		Capital		Issued		Deficit			Equity
Balance, November 30, 2020		—	$	—		41,485,881	$	4,149	$	5,327,363		—	$	(4,827,075	)	$	504,437
Shares issued for services		—		—		240,000		24		50,376		—		—			50,400
Shares to be issued for services		—		—		—		—		—		25,200		—			25,200
Net income for the three months ended February 28, 2021		—		—		—		—		—		—		(106,460	)		(106,460	)
Balance, February 28, 2021		—	$	—		41,725,881	$	4,173	$	5,377,739	$	25,200	$	(4,933,535	)	$	473,577
For the nine months ended February 29, 2020
		Preferred Stock				Common Stock				Additional Paid-in		Shares to be		Accumulated			Stockholders'
		Shares		Amount		Shares		Amount		Capital		Issued		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 29, 2020
		Preferred Stock				Common Stock				Additional Paid-in		Shares to be		Accumulated			Stockholders'
		Shares		Amount		Shares		Amount		Capital		Issued		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	$	25,200	$	(4,810,724	)	$	504,788

See accompanying condensed notes to unaudited financial statements.

F-3

REVIV3 PROCARE COMPANY

STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the Nine Month Periods Ended
	February 28,			February 29,
	2021			2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(122,626	)	$	(172,582	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation		7,622			7,998
Bad debts expense (recovery)		574			(2,342	)
Gain on settlement of debt		(16,313	)		—
Stock based compensation		66,400			—
Amortization of right of use assets					—
Intangibles written off		—			474
Non cash lease expense		1,714			857
Change in operating assets and liabilities:
Accounts receivable		89,683			22,004
Inventory		(13,399	)		(79,899	)
Prepaid expenses and other current assets		(64,513	)		1,703
Deposits		—			(1,429	)
Accounts payable and accrued expenses		236,094			31,242
Customer deposits		(111,024	)		—
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES		74,212			(191,974	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment		(15,408	)		(9,230	)
NET CASH USED IN INVESTING ACTIVITIES		(15,408	)		(9,230	)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of equipment financing		(2,475	)		(2,285	)
Proceeds from loan payable		6,300			—
Advances from a related party		20,406			—
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		24,231			(2,285	)
NET INCREASE (DECREASE) IN CASH		83,035			(203,489	)
CASH - Beginning of period		409,031			346,179
CASH - End of period	$	492,066		$	142,690
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$	375		$	519
Income taxes	$	—		$	—
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Right of use assets amortization	$	54,390		$	—

See accompanying notes to these condensed unaudited financial statements.

F-4

 REVIV3 PROCARE COMPANY

CONDENSED NOTES TO UNAUDITED FINANCIAL STATEMENTS

FEBRUARY 28, 2021 AND FEBRUARY 29,2020

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 nine months ended February 28, 2021 and February 29, 2020 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 28, 2021 and February 29, 2020, 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, 2020. The results of operations for the nine months ended February 28, 2021 are not necessarily indicative of the results to be expected for the full year.

Risk and Uncertainty Concerning COVID-19 Pandemic

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

F-5

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

Going Concern

As reflected in the accompanying financial statements, the Company has a net loss of $122,626 for the nine months ended February 28, 2021.  Additionally, the Company has an accumulated deficit of $4,933,535 at February 28, 2021. 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 $103,420 and $13,708 at February 28, 2021 and May 31, 2020, respectively, consist primarily of costs paid for future services which will occur within a year and 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.

F-6

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

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 12 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 $90,669 and $31,898 for the nine months ended February 28, 2021 and February 29, 2020, respectively. Shipping costs included in marketing and selling expense were $36,853 and $11,292 for the three months ended February 28, 2021 and February 29, 2020, 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 Accounting Standards Codification (“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.

F-7

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

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.

F-8

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

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, for 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.

In June 2018, the FASB issued Accounting Standards Update (“ASU”) - ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting, which simplifies several aspects of the accounting for nonemployee share-based payment transactions by expanding the scope of the stock-based compensation guidance in ASC 718 to include share-based payment transactions for acquiring goods and services from non-employees. ASU No. 2018-07 is effective for annual periods beginning after December 15, 2018, including interim periods within those annual periods. Early adoption is permitted, but entities may not adopt prior to adopting the new revenue recognition guidance in ASC 606. The Company adopted ASU No. 2018-07 on June 1, 2019 and there was no cumulative effect of adoption.

Lease Accounting

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

Net loss per share of common stock

Basic net loss per share is computed by dividing the net loss by the weighted average number of common shares during the period. Diluted net loss per share is computed using the weighted average number of common shares and potentially dilutive securities outstanding during the period. At February 28, 2021 and February 29, 2020, the Company had no potentially dilutive securities outstanding.

F-9

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

Recently Issued Accounting Pronouncements

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

Note 3 – Accounts Receivable

Accounts receivable, consisted of the following:

	February 28, 2021			May 31, 2020
Accounts Receivable	$	94,336		$	184,019
Less: Allowance for doubtful accounts		(2,392	)		(1,818	)
Total	$	91,944		$	182,201

The Company recorded bad debt expense of $574 and a bad debts recovery of $2,342 during the nine months ended February 28, 2021 and February 29, 2020, respectively. The Company recorded bad debt expense of $0 during the three months ended February 28, 2021 and February 29, 2020, respectively.

F-10

Note 4 – Inventory

Inventory consisted of the following:

	February 28, 2021		May 31, 2020
Finished Goods	$	23,723	$	29,839
Raw Materials		277,800		258,285
Total	$	301,523	$	288,124

At February 28, 2021 and May 31, 2020, inventory held at third party locations amounted to $556 and $556, respectively. At February 28, 2021 and May 31, 2020, inventory in- transit amounted to $17,778 and $0, 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.

 Note 5 – Property and Equipment

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

	Estimated Life	February 28, 2021			May 31, 2020
Furniture and Fixtures	5 years	$	5,759		$	5,759
Computer Equipment	3 years		17,392			17,392
Plant Equipment	5-10 years		45,128			29,720
Less: Accumulated Depreciation			(28,916	)		(21,294	)
		$	39,363		$	31,577

Depreciation expense amounted to $7,622 and $7,998 for the nine months ended February 28, 2021 and February 29, 2020, respectively.  Depreciation expense amounted to $2,346 and $2,459 for the three months ended February 28, 2021 and February 29, 2020, respectively.  

Note 6 – Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses comprised of the following:

	February 28, 2021		May 31, 2020
Trade Payables	$	311,053	$	98,608
Accrued expenses		19,903		—
Credit Cards		9,947		10,378
Shares to be issued		—		18,313
Other		7,729		1,552
Total	$	348,632	$	128,851

As of May 31, 2020, the Company had recorded $18,313 as accrued expenses for shares to be issued to a consultant. During the nine months ended February 28, 2021, the Company entered into a settlement agreement with the consultant and paid him $2,000 as full and final settlement. The gain of $16,313 was recorded as a gain on settlement of debt, in the accompanying unaudited financial statements.

F-11

Note 7 – Equipment Financing Payable

During the year ended May 31, 2019, the Company purchased a forklift under an installment purchase plan. The loan amount is $16,500 payable in 60 monthly installment payments of $317 comprising of principal payment of $275 and interest payment of $42. As of February 28, 2021, and May 31, 2020, the balance outstanding on the loan was $9,625 and $12,100. At February 28, 2021, $3,300 of the loan is payable within one year and the balance $6,325, is payable after one year from February 28, 2021. The Company paid off $2,475 during the nine months period ended February 28, 2021 and $4,400 during the year ended May 31, 2020. The Company recorded an interest expense of $375 and $31, respectively on the loan in the accompanying unaudited financial statements for the nine months ended February 28, 2021 and February 29, 2020, respectively. The Company recorded an interest expense of $125 and $10, respectively on the loan in the accompanying unaudited financial statements for the three months ended February 28, 2021 and February 29, 2020, respectively.

The amounts of loan payments due in the next five years ended November 30, are as follows:

	Total
2022	$	3,300
2023		3,300
2024		3,025
	$	9,625

Note 8 – Loans Payable

On May 8, 2020, a commercial bank granted to the Company a loan (the “Loan”) in the amount of $12,900, which is administered under the authority and regulations of the U.S. Small Business Administration pursuant to the Paycheck Protection Program (the “PPP”) of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The Loan, which is evidenced by a note dated May 8, 2020, bears interest at an annual rate of 1.0% and matures on May 8, 2022. The Note may be prepaid without penalty, at the option of the Company, at any time prior to maturity. Proceeds from loans granted under the CARES Act are intended to be used for payroll, costs to continue employee group health care benefits, rent, utilities, and certain other qualified costs (collectively, “qualifying expenses”). The Company intends to use the loan proceeds for qualifying expenses. The Company’s borrowings under the Loan may be eligible for loan forgiveness if used for qualifying expenses incurred during the “covered period,” as defined in the CARES Act, except that the amount of loan forgiveness is limited to the amount of qualifying expenses incurred during the 8-week period commencing on the loan effective date. In addition, the amount of any loan forgiveness may be reduced if there is a decrease in the average number of full-time equivalent employees of the Company during the covered period, compared to the comparable period in the prior calendar year. The Company’s indebtedness, after any such loan forgiveness, is payable in 18 equal monthly installments commencing on November 8, 2020, with all amounts due and payable by the maturity. The Company has not paid any installment to date. The Company recorded an accrued interest of $96 and $0, as of February 28, 2021 and May 31, 2020, respectively.

During the year ended May 31, 2020, a commercial bank granted to the Company a loan (the “Loan”) in the amount of $150,000, which is administered under the authority and regulations of the U.S. Small Business Administration pursuant to the Economic Injury Disaster Loan Program (the “EIDL”) of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The Loan, which is evidenced by a note dated May 18, 2020, bears interest at an annual rate of 3.75% and is payable installments of $731 per month, beginning May 18, 2021 until May 13, 2050. The Company has to maintain a hazard insurance policy including fire, lightning, and extended coverage on all items used to secure this loan to at least 80% of the insurable value. Proceeds from loans granted under the CARES Act are intended to be used for payroll, costs to continue employee group health care benefits, rent, utilities, and certain other qualified costs (collectively, “qualifying expenses”). The Company intends to use the loan proceeds for qualifying expenses. The Company’s borrowings under the loan may be eligible for up to $10,000 of loan forgiveness. The Company recorded an accrued interest of $4,272 and $200, as of February 28, 2021 and May 31, 2020, respectively.

F-12

Note 8 – Loans Payable (continued)

On February 7, 2021, a commercial bank granted to the Company a loan (the “Loan”) in the amount of $6,300, which is administered under the authority and regulations of the U.S. Small Business Administration pursuant to the Second Draw Paycheck Protection Program (the “PPP”) of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The Loan, which is evidenced by a note dated February 7, 2021, bears interest at an annual rate of 1.0% and matures on February 6, 2026. The Note may be prepaid without penalty, at the option of the Company, at any time prior to maturity. Proceeds from loans granted under the CARES Act are intended to be used for payroll, costs to continue employee group health care benefits, rent, utilities, and certain other qualified costs (collectively, “qualifying expenses”). The Company intends to use the loan proceeds for qualifying expenses. The Company’s borrowings under the Loan may be eligible for loan forgiveness if used for qualifying expenses incurred during the “covered period,” as defined in the CARES Act. The Company’s indebtedness, after any such loan forgiveness, is payable in 54 equal monthly installments commencing on September 7, 2021, with all amounts due and payable by the maturity.

Loans Payable	February 28, 2021			May 31, 2020
Paycheck Protection Program (PPP)	$	12,900		$	12,900
Second Draw Paycheck Protection Program (PPP- 2)		6,300			—
Economic Injury Disaster Loan Program (EIDL)		150,000			150,000
		169,200			162,900
Less: Current portion		(13,878	)		(5,002	)
Loans Payable, Non-current portion	$	155,322		$	157,898

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

	Total
2022	$	13,878
2023		6,661
2024		4,618
2025		4,755
2026		4,897
Thereafter		134,391
	$	169,200

Note 9 – 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.

Common Stock

As of February 28, 2021, 41,725,881 shares of common stock were issued and outstanding. 

During the nine months ended February 28, 2021, the Company issued 200,000 shares to a consultant for past services. The shares were valued at the fair market value of the $16,000, which expense was recognized immediately.

During the nine months ended February 28, 2021, the Company issued 240,000 shares to a consultant for services. The shares were valued at the fair market value of the $50,400, which expense is being recognized over the term of the services. The Company recognized $25,200 as expense during the nine months ended February 28, 2001 and the balance $25,200 has been recognized as a prepayment in the accompanying financial statements.

During the nine months ended February 28, 2021, the Company recorded $25,200 for 60,000 shares to be issued to an attorney for past services. The shares were valued at the fair market value, which expense was recognized immediately. The shares were issued in March 2021.

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

F-13

Note 10 – 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 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 and nine months ended February 28, 2021, the Company recorded a lease expense in the amount of $23,559 and $70,676, respectively. As of February 28, 2021, the lease liability balance was $151,021 and the right of use asset balance was $147,594. 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 28, 2021
Assets
Right of use assets	$	235,748
Accumulated reduction		(88,154	)
Operating lease assets, net	$	147,594
Liabilities
Lease liability	$	235,748
Accumulated reduction		(84,727	)
Total lease liability, net		151,021
Current portion		(80,219	)
Non-current portion	$	70,802

F-14

Note 10 – Commitments and Contingencies (continued)

Maturities of operating lease liabilities were as follows as of February 28, 2021:

Operating Lease
Year 1	$	95,092
Year 2		73,246
Total		168,338
Less: Imputed interest		(17,317	)
Present value of lease liabilities		151,021

Rent expense, prior to the signing of the new lease agreement, amounted to $0 and $0 for the three months ended February 28, 2021 and February 29, 2020, respectively. Rent expense, prior to the signing of the new lease agreement, amounted to $0 and $71,105 for the nine months ended February 28, 2021 and February 29, 2020, respectively.

Contingencies

On November 23, 2020, the Company was served a copy of a complaint filed by Jacksonfill, LLC in the Fourth Circuit Court for Duval County, Florida. The complaint alleges breach of Agreement for non-payments for certain products against the Company. The allegations arise from alleged discrepancies discovered by the Company in the manufacturing of certain product. The Company has retained counsel and intends to vigorously defend the allegations. The product was delivered to the Company. However, the Company believes that the product was defective. The amount of the claim of $204,182 has been recorded as accounts payable, in the accompanying unaudited financial statements as of February 28, 2021.

Note 11 – Related Party Transactions

The Company’s Chief Executive Officer, from time to time, provided advances to the Company for working capital purposes. At February 28, 2021 and May 31, 2020, the Company had a payable to the officer of $22,802 and $2,396, respectively. These advances are due on demand and non-interest bearing.

F-15

Note 12 – 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 28, 2021 the Company held cash of approximately $228,721, in excess of federally insured limits. The Company has not experienced any losses in such accounts February 28, 2021.

Concentration of Revenue, Product Line, Accounts Receivable and Supplier

During the three months ended February 28, 2021 sales to one customer, which each represented over 10% of our total sales, aggregated to approximately 17% of the Company’s net sales. During the nine months ended February 28, 2021 sales to two customers, which each represented over 10% of our total sales, aggregated to approximately 41% of the Company’s net sales at 28%, and 13%. 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, 2021, sales to customers outside the United States represented approximately 35% which consisted of sales of 27% from Canada, 7% from Italy and 1% from United Kingdom during the nine months ended February 28, 2021, sales to customers outside the United States represented approximately 22% which consisted of 17% from Canada and 5% from Italy. 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 ended February 28, 2021, sales by product lines which each represented over 10% of sales consisted of approximately 35% from sale of introductory kit (shampoo, conditioner and treatment spray) and 28% from sale of fragrance shampoo and conditioner. During the three months ended February 28, 2021, sales by product lines which each represented over 10% of sales consisted of approximately 43% from sale of introductory kit (shampoo, conditioner and treatment spray), 19% from sale of prep cleanser and shampoo and 11% from sale of moisturizer and conditioner. 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 ended February 28, 2021 and February 29, 2020, sales by product line comprised of the following:

	For the nine months ended
Hair Care Products	February 28, 2021			February 29, 2020
Shampoos and Conditioners		86	%		80	%
Ancillary Products		14	%		20	%
Total		100	%		100	%

As of February 28, 2021, accounts receivable from three customers represented approximately 91% at 11%, 27% and 44% and at May 31, 2020, accounts receivable from one customer represented approximately 69%, respectively.

The Company purchased inventories and products from three vendors totaling approximately $241,805 (84% of the purchases at 42%, 27% and 15%) and one vendor totaling approximately $203,916 (77% of the purchases) during the nine months ended February 28, 2021 and February 29, 2020, respectively. The Company purchased inventories and products from two vendors totaling approximately $180,626 (96% of the purchases at 55% and 41%) and one vendor totaling approximately $39,450 (89% of the purchases) during the three months ended February 28, 2021 and February 29, 2020, respectively.

Note 13 – Subsequent Events

Subsequent to the nine months period ended February 28, 2021, the Company applied for the forgiveness of the first tranche of the loan, in the amount of $12,900, granted to them under the U.S. Small Business Administration pursuant to the Paycheck Protection Program (the “PPP”) of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The commercial bank received the proceeds from the U.S. Small Business Administration to repay the loan amount in full and the Company’s obligation to repay was reduced to $0.

F-16

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.

2

Jumpstart Our Business Startups Act of 2012 (“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 28, 2021 Compared to the Three Months and Nine months Ended February 29, 2020

Sales for the three months ended February 28, 2021 and February 29, 2020 were $364,966 and $157,880, respectively. Sales for the three months ended February 28, 2021 increased by $207,086 or 131% over the same comparable period in 2020. Sales for nine months ended February 28, 2021 and February 29, 2020 were $1,277,480 and $612,114 respectively. Sales for the nine months ended February 28, 2021 increased by $665,366 or 109% over the same comparable period in 2020. Revenues increased in the 2020 respective periods due to (1) increased sales generated by our existing distributors during the quarter ended February 28, 2021, (2) general increase in our direct sales to consumer segment during the quarter ended November 20, 2020 and continued revenue generation in this segment for the quarter ended February 28, 2021.

Cost of sales consisted primarily of cost of product, freight-in costs, distribution and merchant fees. Cost of sales for the three months ended February 28, 2021 and February 29, 2020 was $93,491 and $45,736, respectively. Cost of sales as a percentage of sales for the three months ended February 28, 2021 and February 29, 2020 was 26% and 29%, respectively. Cost of sales for the nine months ended February 28, 2021 and February 29, 2020 was $477,578 and $260,603, respectively. Cost of sales as a percentage of sales for the nine months ended February 28, 2021 and February 29, 2020 was 37% and 43%, respectively. Cost of sales as a percentage of sales decreased in 2021 for the respective periods as compared to the same comparable periods in 2020 primarily due to our continued expansion in the direct sales to consumer segment. In addition, the freight-out costs increased significantly due to the increased number of shipments in the direct sales to consumer sales

Gross profit for the three months ended February 28, 2021 and February 29, 2020 was $271,475 and $112,114 respectively. Gross profit as a percentage of sales for the three months ended February was 74% as compared to 71% for the same comparable period in 2020. Gross profit for the nine months ended February 28, 2021 and February 29, 2020 was $799,902 and $351,511, respectively. Gross profit as a percentage of revenues for the nine months ended February 28, 2021 was 63% as compared to 57% for the same comparable period in 2020. The increase in gross profit was primarily attributable to the increased sale of products in the direct-to-consumer sales segment.

3

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 28, 2021 and February 29, 2020 were $392,503 and $153,255, respectively. Operating expenses as a percentage of sales for the three months ended February 28, 2021 and February 29, 2020 were 108% and 97%, respectively. Operating expenses for the three months ended February 28, 2021 increased by $239,248 or 156% over the comparable period in 2020. This increase is primarily due to increase in marketing and advertising expense to promote the Company's product line and brand in the direct- to-consumer channels. Operating expenses for the nine months ended February 28, 2021 and February 29, 2020 were $934,411 and $523,039, respectively. Operating expenses as a percentage of revenues for the nine months ended February 28, 2021 and February 29, 2020 were 73% and 85%, respectively. Operating expenses for the nine months ended February 28, 2021 increased by $411,372 or 79% over the comparable period in 2020. The increase in operating expenses for the nine months, is attributed primarily to the increase in marketing and advertising expense by $360,791 to $501,051 to promote Company's brand name and its products in the direct to consumer channels; a general increase in the professional and consulting expenses by $55,348 to $197,611; an increase in general and administrative costs in 2021 by $7,182 to 208,881, offset by reduction in compensation and related taxes in 2021 by $11,949 to $26,868 compared to the same comparable periods in 2020.

Other income (expense) consisted of interest income, interest expense and other finance charges, and gain on settlement of debt. Interest income for the three months ended February 28, 2021 and February 29, 2020 was $12 and $25, respectively. Interest expense and finance changes for the three months ended February 28, 2021 and February 29, 2020 were $1,757 and $513, respectively, primarily due to interest expense related to business credit card financing charges. The Company also recognized a gain of $16,313 on debt settlement, during the three months ended February 28, 2021. Interest income for the nine months ended February 28, 2021 and February 29, 2020 was $31 and $95, respectively. Interest expense and finance changes for the nine months ended February 28, 2021 and February 29, 2020 were $4,461 and $1,149, respectively, primarily due to interest expense related to business credit card financing charges. Additionally, the Company recognized a gain of $16,313, on debt settlement, during the nine months ended February 28, 2021.

As a result of the above, we reported a net loss of $106,460 compared to a net loss of $41,499 for the three months ended February 28, 2021 and February 29, 2020, respectively. As a result of the above, we reported a net loss of $122,626 and $172,582 for the nine months ended February 28, 2021 and February 29, 2020, respectively.

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 2020. We believe our current cash balances coupled with anticipated cash flow from operating activities will be sufficient to meet our working capital requirements in the short term. We continue to control our cash expenses as a percentage of expected revenue on an annual basis and thus may use our cash balances in the short-term to invest in revenue growth. We have and will continue to generate sufficient cash for our operational needs, including any required debt payments, for at least one year from the date of issuance of the accompanying financial statements. Management is focused on growing the Company's existing products offering, as well as its customer base, to increase its revenues. The Company cannot give assurance that it can increase its cash balances or limit its cash consumption and thus maintain sufficient cash balances for its planned operations or future acquisitions. Future business demands may lead to cash utilization at levels greater than recently experienced. We may need to raise additional capital in the future. However, the Company cannot assure that it will be able to raise additional capital on acceptable terms, or at all. Subject to the foregoing, management believes that the Company has sufficient capital and liquidity to fund its operations for at least one year from the date of issuance of the accompanying financial statements

Cash Flows

Operating Activities

Net cash flows provided by operating activities for the nine months ended February 28, 2021 was $74,212, attributable to a net loss of $122,626, depreciation of $7,622, bad debt expense of $574, stock based compensation expense of $66,400, non-cash lease expense of $1,714, a gain of $16,313 on debt settlement and net change in operating assets and liabilities of $136,841 primarily due to decrease in accounts receivable and increase in accounts payable, offset by an increase in inventory and prepaid expenses and decrease in customer deposits. 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 $26,379 primarily due to decrease in accounts receivable, prepaid expenses and other current assets, and increase in accounts payable offset by an increase in inventory and security deposits.

4

Investing Activities

Net cash flows used by investing activities for the nine months ended February 28, 2021 and February 29, 2020 was $15,408 and $9,230, respectively, attributable to purchase of property and equipment during the nine months period.

Financing Activities

Net cash flows provided by financing activities for the nine months ended February 28, 2021 was $24,231. Net cash flows used in financing activities for the nine months ended February 29, 2020 was $2,285. For the nine months ended February 28, 2021, we received advances from a related party of $20,406, proceeds from loan payable of $6,300 and repaid $2,475 towards equipment financing. For the nine months ended February 28, 2020, we repaid $2,285 towards equipment financing.

As a result of the activities described above, we recorded a net increase in cash of $83,305 for the nine months ended February 28, 2021, and a net decrease in cash of $203,489 for the nine months ended February 29, 2020.

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

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

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

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results or operations, liquidity, capital expenditures or capital resources that is material to investors.

Critical Accounting Policies

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

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

5

Significant Accounting Policies

See the footnotes to our unaudited condensed financial statements for the quarter ended February 28, 2021, included with this quarterly report.

Impact of COVID-19

For over one year, 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 28, 2021 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 and could be significant.

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 28, 2021, our disclosure controls and procedures were not effective due to material weaknesses in our internal control over financial reporting.

6

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, 2020: (1) insufficient number of qualified accounting personnel governing the financial close and reporting process, (2) lack of independent directors, and (3) lack of proper segregation of duties.

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

Changes in internal control over financial reporting

There were no changes in our internal control over financial reporting during the quarter ended February 28, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties and an adverse result in these or other matters may arise from time to time that may harm our business. Except as set forth below, we are currently not aware of any such pending or threatened legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.

On November 23, 2020, the Company was served a copy of a complaint filed by Jacksonfill, LLC in the Fourth Circuit Court for Duval County, Florida. The complaint alleges breach of Agreement for non-payments for certain products against the Company. The allegations arise from alleged discrepancies discovered by the Company in the manufacturing of certain product. The Company has retained counsel and intends to vigorously defend the allegations. The amount of the claim of $204,182 has been recorded as accounts payable, in the accompanying unaudited financial statements as of February 28, 2021.

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.

7

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

On March 11, 2021, the Company issued 60,000 shares of restricted common stock to its legal counsel for services rendered to the Company These shares were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended pursuant to Section 4(a)(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering.

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 28, 2021, 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

Exhibit		Filed
Number	Exhibit Description	herewith
31.1	Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	X
31.2	Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	X
32.1	Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	X
32.2	Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	X
101.INS	XBRL Instance	X
101.SCH	XBRL Taxonomy Extension Schema	X
101.CAL	XBRL Taxonomy Extension Calculation	X
101.DEF	XBRL Taxonomy Extension Definition	X
101.LAB	XBRL Taxonomy Extension Labels	X
101.PRE	XBRL Taxonomy Extension Presentation	X

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 14, 2021
	By:	/s/ Jeff Toghraie
		Jeff Toghraie
		Chief Executive Officer
		(Principal Executive Officer)

10

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a), AS ADOPTED

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Jeff Toghraie, certify that: 

1. I have reviewed this quarterly 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(s) 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) 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

(d) 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; and

5. The registrant’s other certifying officer(s) 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 the 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.

Date: April 14, 2021	By:	/s/ Jeff Toghraie
	Name:	Jeff Toghraie
	Title:	Chief Executive Officer (principal executive officer)

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a), AS ADOPTED

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Christopher Go, certify that: 

1. I have reviewed this quarterly 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(s) 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) 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

(d) 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; and

5. The registrant’s other certifying officer(s) 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 the 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.

Date: April 14, 2021	By:	/s/ Christopher Go
	Name:	Christopher Go
	Title:	Interim Chief Financial Officer (principal accounting officer and principal financial officer)

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 Quarterly Report on Form 10-Q of Reviv3 Procare Company (the “Company”) for the quarter ended February 28, 2021 (the “Report”), I, Jeff Toghraie, Chief Executive Officer, certify as follows: 

A) the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended (15 U.S.C. 78m or 78o(d)), and

B) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods covered by the Report.

This statement is authorized to be attached as an exhibit to the Report so that this statement will accompany the Report at such time as the Report is filed with the Securities and Exchange Commission, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350. Pursuant to Securities and Exchange Commission Release 33-8238, dated June 5, 2003, this certification is being furnished and shall not be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any registration statement of the Company filed under the Securities Act of 1933, as amended, except to the extent that the Company specifically incorporates it by reference. A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. 

Date: April 14, 2021	By:	/s/ Jeff Toghraie
	Name:	Jeff Toghraie
	Title:	Chief Executive Officer (principal executive officer)

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 Quarterly Report on Form 10-Q of Reviv3 Procare Company (the “Company”) for the quarter ended February 28, 2021 (the “Report”), I, Christopher Go, Interim Chief Financial Officer, certify as follows: 

A) the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended (15 U.S.C. 78m or 78o(d)), and

B) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods covered by the Report.

This statement is authorized to be attached as an exhibit to the Report so that this statement will accompany the Report at such time as the Report is filed with the Securities and Exchange Commission, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350. Pursuant to Securities and Exchange Commission Release 33-8238, dated June 5, 2003, this certification is being furnished and shall not be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any registration statement of the Company filed under the Securities Act of 1933, as amended, except to the extent that the Company specifically incorporates it by reference. A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. 

Date: April 14, 2021	By:	/s/ Christopher Go
	Name:	Christopher Go
	Title:	Interim Chief Financial Officer (principal accounting officer and principal financial officer)

XML

Document and Entity Information - shares	9 Months Ended
	Feb. 28, 2021	Mar. 29, 2021
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Feb. 28, 2021
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2021
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		41,785,881

XML

CONDENSED BALANCE SHEETS (Unaudited) - USD ($)	Feb. 28, 2021	May 31, 2020
CURRENT ASSETS:
Cash	$ 492,066	$ 409,031
Accounts receivable, net	91,944	182,201
Inventory	301,523	288,124
Prepaid expenses and other current assets	78,220	13,708
Total Current Assets	963,753	893,064
OTHER ASSETS:
Property and equipment, net	39,363	31,577
Deposits	16,277	16,277
Right of use assets, net	147,594	201,984
Total Other Assets	203,234	249,838
TOTAL ASSETS	1,166,987	1,142,902
CURRENT LIABILITIES:
Accounts payable and accrued expenses	348,632	128,851
Customer deposits	17,330	128,354
Due to related party	22,802	2,396
Equipment financing payable, current	3,300	3,300
Loans payable, current	13,878	5,002
Lease liability, current	81,307	71,896
Total Current Liabilities	486,161	339,799
LONG TERM LIABILITIES:
Equipment financing payable	6,325	8,800
Loans payable	155,322	157,898
Lease liability, non-current	69,714	131,802
Total Long Term Liabilities	232,449	298,500
Total Liabilities	718,610	638,299
Commitments and contingencies
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; 41,485,881 shares issued and outstanding as of February 28, 2021 and 41,285,881 shares issued and outstanding as of May 31, 2020	4,149	4,129
Additional paid-in capital	5,327,363	5,311,383
Accumulated deficit	(4,883,135)	(4,810,909)
Total Stockholders' Equity	448,377	504,603
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 1,166,987	$ 1,142,902

XML

CONDENSED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Feb. 28, 2021	May 31, 2020
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	41,485,881	41,285,881
Common stock, shares outstanding	41,485,881	41,285,881

XML

STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Feb. 28, 2021	Feb. 29, 2020	Feb. 28, 2021	Feb. 29, 2020
Income Statement [Abstract]
Sales	$ 364,966	$ 157,880	$ 1,277,480	$ 612,114
Cost of sales	93,491	45,736	477,578	260,603
Gross profit	271,475	112,144	799,902	351,511
OPERATING EXPENSES:
Marketing and selling expenses	201,247	37,497	501,051	140,260
Compensation and related taxes	9,065	7,624	26,868	38,817
Professional and consulting expenses	57,732	43,431	147,211	142,263
General and administrative	74,059	64,703	208,881	201,699
Total Operating Expenses	342,103	153,255	884,011	523,039
LOSS FROM OPERATIONS	(70,628)	(41,111)	(84,109)	(171,528)
OTHER INCOME (EXPENSE):
Interest income	12	25	31	95
Gain on debt settlement	16,313		16,313
Interest expense and other finance charges	(1,757)	(513)	(4,461)	(1,149)
Other Income (Expense), Net	14,568	(488)	11,883	(1,054)
LOSS BEFORE PROVISION FOR INCOME TAXES	(56,060)	(41,599)	(72,226)	(172,582)
Provision for income taxes
NET LOSS	$ (56,060)	$ (41,599)	$ (72,226)	$ (172,582)
NET LOSS PER COMMON SHARE - Basic and diluted	$ 0.00	$ 0.00	$ 0.00	$ 0.00
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic and diluted	41,485,881	41,285,881	41,449,251	41,285,881

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CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) - USD ($)	Preferred Stock	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
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
Beginning Balance at May. 31, 2020		$ 4,129	5,311,383	(4,810,909)	504,603
Beginning Balance, Shares at May. 31, 2020		41,285,881
Shares issued for services		$ 20	15,980		16,000
Shares issued for services, Shares		200,000
Net Loss for the Period				(72,226)	(72,226)
Ending Balance at Feb. 28, 2021		$ 4,149	5,327,363	(4,883,135)	448,377
Ending Balance, Shares at Feb. 28, 2021		41,485,881
Beginning Balance at Nov. 30, 2020		$ 4,149	5,327,363	(4,827,075)	504,437
Beginning Balance, Shares at Nov. 30, 2020		41,485,881
Net Loss for the Period				(56,060)	(56,060)
Ending Balance at Feb. 28, 2021		$ 4,149	$ 5,327,363	$ (4,883,135)	$ 448,377
Ending Balance, Shares at Feb. 28, 2021		41,485,881

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STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	9 Months Ended
	Feb. 28, 2021	Feb. 29, 2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (72,226)	$ (172,582)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	7,622	7,998
Bad debt expense (recovery)	574	(2,342)
Gain on settlement of debt	16,313
Stock based compensation	16,000
Intangibles written off		474
Non-cash lease expense	1,713	857
Change in operating assets and liabilities:
Accounts Receivable	89,683	22,004
Inventory	(13,399)	(79,899)
Prepaid expenses and other current assets	(64,513)	1,703
Accounts payable and accrued expenses	203,468	31,242
Deposits		(1,429)
Customer deposits	(111,024)
NET CASH USED IN OPERATING ACTIVITIES	74,211	(191,974)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment	(15,408)	(9,230)
NET CASH USED IN INVESTING ACTIVITIES	(15,408)	(9,230)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of equipment financing	(2,475)	(2,285)
Proceeds from loan payable	6,300
Advances from a related party	20,406
NET CASH PROVIDED BY FINANCING ACTIVITIES	24,231	(2,285)
NET (DECREASE) INCREASE IN CASH	83,034	(203,489)
CASH - Beginning of period	409,031	346,179
CASH - End of period	492,066	142,690
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest	375	519
Income taxes
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Right of use assets amortization	$ 54,390

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Organization

9 Months Ended

Feb. 28, 2021

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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Basis of Presentation and Summary of Significant Accounting Policies

9 Months Ended

Feb. 28, 2021

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 nine months ended February 28, 2021 and February 29, 2020 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 28, 2021 and February 29, 2020, 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, 2020. The results of operations for the nine months ended February 28, 2021 are not necessarily indicative of the results to be expected for the full year.

Risk and Uncertainty Concerning COVID-19 Pandemic

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

Going Concern

As reflected in the accompanying financial statements, the Company has a net loss of $72,226 for the nine months ended February 28, 2021.  Additionally, the Company has an accumulated deficit of $4,883,135 at February 28, 2021. 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 $78,220 and $13,708 at February 28, 2021 and May 31, 2020, respectively, consist primarily of costs paid for future services which will occur within a year and 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 12 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 $90,669 and $31,898 for the nine months ended February 28, 2021 and February 29, 2020, respectively. Shipping costs included in marketing and selling expense were $36,853 and $11,292 for the three months ended February 28, 2021 and February 29, 2020, 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 Accounting Standards Codification (“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, for 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.

In June 2018, the FASB issued Accounting Standards Update (“ASU”) - ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting, which simplifies several aspects of the accounting for nonemployee share-based payment transactions by expanding the scope of the stock-based compensation guidance in ASC 718 to include share-based payment transactions for acquiring goods and services from non-employees. ASU No. 2018-07 is effective for annual periods beginning after December 15, 2018, including interim periods within those annual periods. Early adoption is permitted, but entities may not adopt prior to adopting the new revenue recognition guidance in ASC 606. The Company adopted ASU No. 2018-07 on June 1, 2019 and there was no cumulative effect of adoption.

Lease Accounting

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

Net loss per share of common stock

Basic net loss per share is computed by dividing the net loss by the weighted average number of common shares during the period. Diluted net loss per share is computed using the weighted average number of common shares and potentially dilutive securities outstanding during the period. At February 28, 2021 and February 29, 2020, the Company had no potentially dilutive securities outstanding.

Recently Issued Accounting Pronouncements

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

9 Months Ended

Feb. 28, 2021

Receivables [Abstract]

Accounts Receivable

Note 3 – Accounts Receivable

Accounts receivable, consisted of the following:

	February 28, 2021			May 31, 2020
Accounts Receivable	$	94,336		$	184,019
Less: Allowance for doubtful accounts		(2,392	)		(1,818	)
Total	$	91,944		$	182,201

The Company recorded bad debt expense of $574 and a bad debts recovery of $2,342 during the nine months ended February 28, 2021 and February 29, 2020, respectively. The Company recorded bad debt expense of $0 during the three months ended February 28, 2021 and February 29, 2020, respectively.

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Inventory

9 Months Ended

Feb. 28, 2021

Inventory Disclosure [Abstract]

Inventory

Note 4 – Inventory

Inventory consisted of the following:

	February 28, 2021		May 31, 2020
Finished Goods	$	23,723	$	29,839
Raw Materials		277,800		258,285
Total	$	301,523	$	288,124

At February 28, 2021 and May 31, 2020, inventory held at third party locations amounted to $556 and $556, respectively. At February 28, 2021 and May 31, 2020, inventory in- transit amounted to $17,778 and $0, 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.

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Property and Equipment

9 Months Ended

Feb. 28, 2021

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 28, 2021			May 31, 2020
Furniture and Fixtures	5 years	$	5,759		$	5,759
Computer Equipment	3 years		17,392			17,392
Plant Equipment	5-10 years		45,128			29,720
Less: Accumulated Depreciation			(28,916	)		(21,294	)
		$	39,363		$	31,577

Depreciation expense amounted to $7,622 and $7,998 for the nine months ended February 28, 2021 and February 29, 2020, respectively.  Depreciation expense amounted to $2,346 and $2,459 for the three months ended February 28, 2021 and February 29, 2020, respectively.  

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Accounts Payable and Accrued Expenses

9 Months Ended

Feb. 28, 2021

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 28, 2021		May 31, 2020
Trade Payables	$	311,053	$	98,608
Accrued expenses		19,903		—
Credit Cards		9,947		10,378
Shares to be issued		—		18,313
Other		7,729		1,552
Total	$	348,632	$	128,851

As of May 31, 2020, the Company had recorded $18,313 as accrued expenses for shares to be issued to a consultant. During the nine months ended February 28, 2021, the Company entered into a settlement agreement with the consultant and paid him $2,000 as full and final settlement. The gain of $16,313 was recorded as a gain on settlement of debt, in the accompanying unaudited financial statements.

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Equipment Financing Payable

9 Months Ended

Feb. 28, 2021

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 is $16,500 payable in 60 monthly installment payments of $317 comprising of principal payment of $275 and interest payment of $42. As of February 28, 2021, and May 31, 2020, the balance outstanding on the loan was $9,625 and $12,100. At February 28, 2021, $3,300 of the loan is payable within one year and the balance $6,325, is payable after one year from February 28, 2021. The Company paid off $2,475 during the nine months period ended February 28, 2021 and $4,400 during the year ended May 31, 2020. The Company recorded an interest expense of $375 and $31, respectively on the loan in the accompanying unaudited financial statements for the nine months ended February 28, 2021 and February 29, 2020, respectively. The Company recorded an interest expense of $125 and $10, respectively on the loan in the accompanying unaudited financial statements for the three months ended February 28, 2021 and February 29, 2020, respectively.

The amounts of loan payments due in the next five years ended November 30, are as follows:

	Total
2022	$	3,300
2023		3,300
2024		3,025
2025		—
2026		—
	$	9,625

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Loans Payable

9 Months Ended

Feb. 28, 2021

Debt Disclosure [Abstract]

Loans Payable

Note 8 – Loans Payable

On May 8, 2020, a commercial bank granted to the Company a loan (the “Loan”) in the amount of $12,900, which is administered under the authority and regulations of the U.S. Small Business Administration pursuant to the Paycheck Protection Program (the “PPP”) of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The Loan, which is evidenced by a note dated May 8, 2020, bears interest at an annual rate of 1.0% and matures on May 8, 2022. The Note may be prepaid without penalty, at the option of the Company, at any time prior to maturity. Proceeds from loans granted under the CARES Act are intended to be used for payroll, costs to continue employee group health care benefits, rent, utilities, and certain other qualified costs (collectively, “qualifying expenses”). The Company intends to use the loan proceeds for qualifying expenses. The Company’s borrowings under the Loan may be eligible for loan forgiveness if used for qualifying expenses incurred during the “covered period,” as defined in the CARES Act, except that the amount of loan forgiveness is limited to the amount of qualifying expenses incurred during the 8-week period commencing on the loan effective date. In addition, the amount of any loan forgiveness may be reduced if there is a decrease in the average number of full-time equivalent employees of the Company during the covered period, compared to the comparable period in the prior calendar year. The Company’s indebtedness, after any such loan forgiveness, is payable in 18 equal monthly installments commencing on November 8, 2020, with all amounts due and payable by the maturity. The Company has not paid any instalment to date. The Company recorded an accrued interest of $96 and $0, as of February 28, 2021 and May 31, 2020, respectively.

During the year ended May 31, 2020, a commercial bank granted to the Company a loan (the “Loan”) in the amount of $150,000, which is administered under the authority and regulations of the U.S. Small Business Administration pursuant to the Economic Injury Disaster Loan Program (the “EIDL”) of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The Loan, which is evidenced by a note dated May 18, 2020, bears interest at an annual rate of 3.75% and is payable instalments of $731 per month, beginning May 18, 2021 until May 13, 2050. The Company has to maintain a hazard insurance policy including fire, lightning, and extended coverage on all items used to secure this loan to at least 80% of the insurable value. Proceeds from loans granted under the CARES Act are intended to be used for payroll, costs to continue employee group health care benefits, rent, utilities, and certain other qualified costs (collectively, “qualifying expenses”). The Company intends to use the loan proceeds for qualifying expenses. The Company’s borrowings under the loan may be eligible for up to $10,000 of loan forgiveness. The Company recorded an accrued interest of $4,272 and $200, as of February 28, 2021 and May 31, 2020, respectively.

On February 7, 2021, a commercial bank granted to the Company a loan (the “Loan”) in the amount of $6,300, which is administered under the authority and regulations of the U.S. Small Business Administration pursuant to the Second Draw Paycheck Protection Program (the “PPP”) of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The Loan, which is evidenced by a note dated February 7, 2021, bears interest at an annual rate of 1.0% and matures on February 6, 2026. The Note may be prepaid without penalty, at the option of the Company, at any time prior to maturity. Proceeds from loans granted under the CARES Act are intended to be used for payroll, costs to continue employee group health care benefits, rent, utilities, and certain other qualified costs (collectively, “qualifying expenses”). The Company intends to use the loan proceeds for qualifying expenses. The Company’s borrowings under the Loan may be eligible for loan forgiveness if used for qualifying expenses incurred during the “covered period,” as defined in the CARES Act. The Company’s indebtedness, after any such loan forgiveness, is payable in 54 equal monthly installments commencing on September 7, 2021, with all amounts due and payable by the maturity.

Loans Payable	February 28, 2021			May 31, 2020
Paycheck Protection Program (PPP)	$	12,900		$	12,900
Second Draw Paycheck Protection Program (PPP- 2)		6,300			—
Economic Injury Disaster Loan Program (EIDL)		150,000			150,000
		169,200			162,900
Less: Current portion		(13,878	)		(5,002	)
Loans Payable, Non-current portion	$	155,322		$	157,898

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

	Total
2022	$	13,878
2023		6,661
2024		4,618
2025		4,755
2026		4,897
Thereafter		134,391
	$	169,200

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Stockholders' Equity

9 Months Ended

Feb. 28, 2021

Equity [Abstract]

Stockholders' Equity

Note 9 – 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.

Common Stock

As of February 28, 2021, 41,485,881 shares of common stock were issued and outstanding. 

During the nine months ended February 28, 2021, the Company issued 200,000 shares to a consultant for past services. The shares were valued at the fair market value of the $16,000, which expense was recognized immediately.

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

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Commitments and Contingencies

9 Months Ended

Feb. 28, 2021

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 10 – 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 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 and nine months ended February 28, 2021, the Company recorded a lease expense in the amount of $23,559 and $70,676, respectively. As of February 28, 2021, the lease liability balance was $151,021 and the right of use asset balance was $147,594. 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 28, 2021
Assets
Right of use assets	$	235,748
Accumulated reduction		(88,154	)
Operating lease assets, net	$	147,594
Liabilities
Lease liability	$	235,748
Accumulated reduction		(84,727	)
Total lease liability, net		151,021
Current portion		(80,219	)
Non-current portion	$	70,802

Maturities of operating lease liabilities were as follows as of February 28, 2021:

Operating Lease
Year 1	$	95,092
Year 2		73,246
Total		168,338
Less: Imputed interest		(17,317	)
Present value of lease liabilities		151,021
Less: current portion		(81,307	)
Non- current portion	$	69,714

Rent expense, prior to the signing of the new lease agreement, amounted to $0 and $0 for the three months ended February 28, 2021 and February 29, 2020, respectively. Rent expense, prior to the signing of the new lease agreement, amounted to $0 and $71,105 for the nine months ended February 28, 2021 and February 29, 2020, respectively.

Contingencies

On November 23, 2020, the Company was served a copy of a complaint filed by Jacksonfill, LLC in the Fourth Circuit Court for Duval County, Florida. The complaint alleges breach of Agreement for non-payments for certain products against the Company. The allegations arise from alleged discrepancies discovered by the Company in the manufacturing of certain product. The Company has retained counsel and intends to vigorously defend the allegations. The product was delivered to the Company. However, the Company believes that the product was defective. The amount of the claim of $204,182 has been recorded as accounts payable, in the accompanying unaudited financial statements as of February 28, 2021.

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Related Party Transactions

9 Months Ended

Feb. 28, 2021

Related Party Transactions [Abstract]

Related Party Transactions

Note 11 – Related Party Transactions

The Company’s Chief Executive Officer, from time to time, provided advances to the Company for working capital purposes. At February 28, 2021 and May 31, 2020, the Company had a payable to the officer of $22,802 and $2,396, respectively. These advances are due on demand and non-interest bearing.

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Concentrations and Revenue Disaggregation

9 Months Ended

Feb. 28, 2021

Risks and Uncertainties [Abstract]

Concentrations and Revenue Disaggregation

Note 12 – 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 28, 2021 the Company held cash of approximately $228,721, in excess of federally insured limits. The Company has not experienced any losses in such accounts February 28, 2021.

Concentration of Revenue, Product Line, Accounts Receivable and Supplier

During the three months ended February 28, 2021 sales to one customer, which each represented over 10% of our total sales, aggregated to approximately 17% of the Company’s net sales. During the nine months ended February 28, 2021 sales to two customers, which each represented over 10% of our total sales, aggregated to approximately 41% of the Company’s net sales at 28%, and 13%. 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, 2021, sales to customers outside the United States represented approximately 35% which consisted of sales of 27% from Canada, 7% from Italy and 1% from United Kingdom during the nine months ended February 28, 2021, sales to customers outside the United States represented approximately 22% which consisted of 17% from Canada and 5% from Italy. 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 ended February 28, 2021, sales by product lines which each represented over 10% of sales consisted of approximately 35% from sale of introductory kit (shampoo, conditioner and treatment spray) and 28% from sale of fragrance shampoo and conditioner. During the three months ended February 28, 2021, sales by product lines which each represented over 10% of sales consisted of approximately 43% from sale of introductory kit (shampoo, conditioner and treatment spray), 19% from sale of prep cleanser and shampoo and 11% from sale of moisturizer and conditioner. 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 ended February 28, 2021 and February 29, 2020, sales by product line comprised of the following:

	For the nine months ended
Hair Care Products	February 28, 2021			February 29, 2020
Shampoos and Conditioners		86	%		80	%
Ancillary Products		14	%		20	%
Total		100	%		100	%

As of February 28, 2021, accounts receivable from three customers represented approximately 91% at 11%, 27% and 44% and at May 31, 2020, accounts receivable from one customer represented approximately 69%, respectively.

The Company purchased inventories and products from three vendors totaling approximately $241,805 (84% of the purchases at 42%, 27% and 15%) and one vendor totaling approximately $203,916 (77% of the purchases) during the nine months ended February 28, 2021 and February 29, 2020, respectively. The Company purchased inventories and products from two vendors totaling approximately $180,626 (96% of the purchases at 55% and 41%) and one vendor totaling approximately $39,450 (89% of the purchases) during the three months ended February 28, 2021 and February 29, 2020, respectively.

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Subsequent Events

9 Months Ended

Feb. 28, 2021

Subsequent Events [Abstract]

Subsequent Events

Note 13 – Subsequent Events

Subsequent to the nine months period ended February 28, 2021, the Company applied for the forgiveness of the first tranche of the loan, in the amount of $12,900, granted to them under the U.S. Small Business Administration pursuant to the Paycheck Protection Program (the “PPP”) of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The commercial bank received the proceeds from the U.S. Small Business Administration to repay the loan amount in full and the Company’s obligation to repay was reduced to $0.

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Basis of Presentation and Summary of Significant Accounting Policies (Policies)

9 Months Ended

Feb. 28, 2021

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The unaudited financial statements for the nine months ended February 28, 2021 and February 29, 2020 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 28, 2021 and February 29, 2020, 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, 2020. The results of operations for the nine months ended February 28, 2021 are not necessarily indicative of the results to be expected for the full year.

Risk and Uncertainty Concerning COVID-19 Pandemic

Risk and Uncertainty Concerning COVID-19 Pandemic

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

Going Concern

Going Concern

As reflected in the accompanying financial statements, the Company has a net loss of $72,226 for the nine months ended February 28, 2021.  Additionally, the Company has an accumulated deficit of $4,883,135 at February 28, 2021. 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 $78,220 and $13,708 at February 28, 2021 and May 31, 2020, respectively, consist primarily of costs paid for future services which will occur within a year and 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 12 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 $90,669 and $31,898 for the nine months ended February 28, 2021 and February 29, 2020, respectively. Shipping costs included in marketing and selling expense were $36,853 and $11,292 for the three months ended February 28, 2021 and February 29, 2020, 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 Accounting Standards Codification (“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, for 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.

In June 2018, the FASB issued Accounting Standards Update (“ASU”) - ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting, which simplifies several aspects of the accounting for nonemployee share-based payment transactions by expanding the scope of the stock-based compensation guidance in ASC 718 to include share-based payment transactions for acquiring goods and services from non-employees. ASU No. 2018-07 is effective for annual periods beginning after December 15, 2018, including interim periods within those annual periods. Early adoption is permitted, but entities may not adopt prior to adopting the new revenue recognition guidance in ASC 606. The Company adopted ASU No. 2018-07 on June 1, 2019 and there was no cumulative effect of adoption.

Lease Accounting

Lease Accounting

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

Net Loss Per Share of Common Stock

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 28, 2021 and February 29, 2020, the Company had no potentially dilutive securities outstanding.

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

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

9 Months Ended

Feb. 28, 2021

Receivables [Abstract]

Schedule of accounts receivable

Accounts receivable, consisted of the following:

	February 28, 2021			May 31, 2020
Accounts Receivable	$	94,336		$	184,019
Less: Allowance for doubtful accounts		(2,392	)		(1,818	)
Total	$	91,944		$	182,201

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Inventory (Tables)

9 Months Ended

Feb. 28, 2021

Inventory Disclosure [Abstract]

Schedule of inventory

Inventory consisted of the following:

	February 28, 2021		May 31, 2020
Finished Goods	$	23,723	$	29,839
Raw Materials		277,800		258,285
Total	$	301,523	$	288,124

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Property and Equipment (Tables)

9 Months Ended

Feb. 28, 2021

Property, Plant and Equipment [Abstract]

Schedule of property and equipment

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

	Estimated Life	February 28, 2021			May 31, 2020
Furniture and Fixtures	5 years	$	5,759		$	5,759
Computer Equipment	3 years		17,392			17,392
Plant Equipment	5-10 years		45,128			29,720
Less: Accumulated Depreciation			(28,916	)		(21,294	)
		$	39,363		$	31,577

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Accounts Payable and Accrued Expenses (Tables)

9 Months Ended

Feb. 28, 2021

Payables and Accruals [Abstract]

Schedule of Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses comprised of the following:

	February 28, 2021		May 31, 2020
Trade Payables	$	311,053	$	98,608
Accrued expenses		19,903		—
Credit Cards		9,947		10,378
Shares to be issued		—		18,313
Other		7,729		1,552
Total	$	348,632	$	128,851

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Equipment Financing Payable (Tables)

9 Months Ended

Feb. 28, 2021

Notes to Financial Statements

Schedule of Loan Payment Due

The amounts of loan payments due in the next five years ended November 30, are as follows:

	Total
2022	$	3,300
2023		3,300
2024		3,025
2025		—
2026		—
	$	9,625

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Loans Payable (Tables)

9 Months Ended

Feb. 28, 2021

Disclosure Loans Payable Tables Abstract

Schedule of Loan Payable

Loans Payable	February 28, 2021			May 31, 2020
Paycheck Protection Program (PPP)	$	12,900		$	12,900
Second Draw Paycheck Protection Program (PPP- 2)		6,300			—
Economic Injury Disaster Loan Program (EIDL)		150,000			150,000
		169,200			162,900
Less: Current portion		(13,878	)		(5,002	)
Loans Payable, Non-current portion	$	155,322		$	157,898

Schedule of loan payments due in the next five years

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

	Total
2022	$	13,878
2023		6,661
2024		4,618
2025		4,755
2026		4,897
Thereafter		134,391
	$	169,200

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Commitments and Contingencies (Tables)

9 Months Ended

Feb. 28, 2021

Commitments and Contingencies Disclosure [Abstract]

Schedule of Supplemental balance sheet information

Supplemental balance sheet information related to leases was as follows:

	February 28, 2021
Assets
Right of use assets	$	235,748
Accumulated reduction		(88,154	)
Operating lease assets, net	$	147,594
Liabilities
Lease liability	$	235,748
Accumulated reduction		(84,727	)
Total lease liability, net		151,021
Current portion		(80,219	)
Non-current portion	$	70,802

Schedule of future minimum rental payments required under operating lease

Maturities of operating lease liabilities were as follows as of February 28, 2021:

Operating Lease
Year 1	$	95,092
Year 2		73,246
Total		168,338
Less: Imputed interest		(17,317	)
Present value of lease liabilities		151,021
Less: current portion		(81,307	)
Non- current portion	$	69,714

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Concentrations and Revenue Aggregation (Tables)

9 Months Ended

Feb. 28, 2021

Concentrations And Revenue Aggregation

Schedule of Sales by Product Line

During the nine months ended February 28, 2021 and February 29, 2020, sales by product line comprised of the following:

	For the nine months ended
Hair Care Products	February 28, 2021			February 29, 2020
Shampoos and Conditioners		86	%		80	%
Ancillary Products		14	%		20	%
Total		100	%		100	%

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Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Feb. 28, 2021	Feb. 29, 2020	Feb. 28, 2021	Feb. 29, 2020	May 31, 2020
Accounting Policies [Abstract]
Net Loss	$ 56,060	$ 41,599	$ 72,226	$ 172,582
Accumulated Deficit	4,883,135		4,883,135		$ 4,810,909
Prepaid expenses and other current assets	78,220		78,220		$ 13,708
Shipping costs	$ 36,853	$ 11,292	$ 90,669	$ 31,898

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Accounts Receivable (Details) - USD ($)	Feb. 28, 2021	May 31, 2020
Receivables [Abstract]
Accounts receivable	$ 94,336	$ 184,019
Less: Allowance for bad accounts	(2,392)	(1,818)
Accounts receivable, net	$ 91,944	$ 182,201

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Accounts Receivable (Details Narrative) - USD ($)	9 Months Ended
	Feb. 28, 2021	Feb. 29, 2020
Receivables [Abstract]
Bad debt expense	$ 574	$ (2,342)

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Inventory (Details) - USD ($)	Feb. 28, 2021	May 31, 2020
Inventory Disclosure [Abstract]
Finished goods	$ 23,723	$ 29,839
Raw materials	277,800	258,285
Inventory, net	$ 301,523	$ 288,124

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Inventory (Details Narrative) - USD ($)	Feb. 28, 2021	May 31, 2020
Inventory Disclosure [Abstract]
Inventory held at third party locations	$ 556	$ 556
Inventory in-transit	$ 17,778	$ 0

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Property and Equipment (Details) - USD ($)	9 Months Ended
	Feb. 28, 2021	May 31, 2020
Less: Accumulated depreciation	$ (28,916)	$ (21,294)
Property and equipment net	$ 39,363	31,577
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	$ 45,128	$ 29,720
Furniture and Fixtures [Member] | Minimum [Member]
Estimated life	5 years
Furniture and Fixtures [Member] | Maximum [Member]
Estimated life	10 years

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Property and Equipment (Details Narrative) - USD ($)	9 Months Ended
	Feb. 28, 2021	Feb. 29, 2020
Property and Equipment (Textual)
Depreciation expense	$ 7,622	$ 7,998

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Accounts Payable and Accrued Expenses (Details) - USD ($)	Feb. 28, 2021	May 31, 2020
Payables and Accruals [Abstract]
Trade Payables	$ 311,053	$ 98,608
Accrued expenses	19,903
Credit Cards	9,947	10,378
Accrued Compensation for Services		18,313
Other	7,729	1,552
Accounts Payable and Accrued Expenses, net	$ 348,632	$ 128,851

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Equipment Financing Payable (Details) - USD ($)	Feb. 28, 2021	May 31, 2020
Notes to Financial Statements
2022	$ 3,300	$ 3,300
2023	3,300
2024	3,025
2025
2026
Total	$ 9,625

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Loans Payable (Details) - USD ($)	Feb. 28, 2021	May 31, 2020	Feb. 29, 2020
Loan Payable	$ 169,200	$ 162,900
Less: Current portion	(13,878)	(5,002)
Loans Payable, Non-current portion	155,322	157,898
Paycheck Protection Program [Member]
Loan Payable	12,900	12,900
Paycheck Protection Program - 2 [Member]
Loan Payable	6,300
Economic Injury Disaster Loan Program [Member]
Loan Payable	$ 150,000	$ 150,000

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Loans Payable (Details 2) - USD ($)	Feb. 28, 2021	May 31, 2020
Loans Payable [Abstract]
2022	$ 13,878
2023	6,661
2024	4,618
2025	4,755
2026	4,897
Thereafter	134,391
Total	$ 169,200	$ 162,900

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Stockholders' Equity (Details Narrative) - $ / shares	Feb. 28, 2021	May 31, 2020
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	41,485,881	41,285,881
Common Stock, Shares, Outstanding	41,485,881	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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Commitments and Contingencies (Details) - USD ($)	Feb. 28, 2021	May 31, 2020
Schedule of Future minimum rental payments for operating lease
1 Year	$ 95,092
2 Years	73,246
Total	168,338
Less: Imputed interest	(17,317)
Present value of lease liabilities	151,021
Less: current portion	(81,307)	$ (71,896)
Non- current portion	$ 69,714	$ 131,802

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Commitments and Contingencies (Details Narrative) - USD ($)	9 Months Ended
	Feb. 28, 2021	May 31, 2020
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 per month for the first year and increase by a certain amount each year.
Lease agreement period		3 years
Monthly base rent	$ 7,567

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Related Party Transactions (Details Narrative) - USD ($)	Feb. 28, 2021	May 31, 2020
Related Party Transactions (Textual)
Amount payable to officers	$ 22,802	$ 2,396

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Concentrations and Revenue Aggregation (Details Narrative)	3 Months Ended		9 Months Ended		12 Months Ended
	Feb. 28, 2021 USD ($) Customer Vendor	Feb. 29, 2020 USD ($) Customer Vendor	Feb. 28, 2021 USD ($) Customer Vendor	Feb. 29, 2020 USD ($) Customer Vendor	May 31, 2020 Customer
Concentrations (Textual)
Amount of FDIC	$ 250,000		$ 250,000
Held in cash	$ 317,895		$ 317,895
Sales Revenue, Net [Member]
Concentrations (Textual)
Number of customers | Customer	1	4	2	3
Concentration risk percentage	17.00%	68.00%	41.00%	48.00%
Sales Revenue, Net [Member] | Outside UNITED STATES [Member]
Concentrations (Textual)
Concentration risk percentage	35.00%	42.00%	22.00%	33.00%
Sales Revenue, Net [Member] | CANADA [Member]
Concentrations (Textual)
Concentration risk percentage	27.00%	41.00%	17.00%	24.00%
Sales Revenue, Net [Member] | Italy [Member]
Concentrations (Textual)
Concentration risk percentage	7.00%		5.00%	8.00%
Sales Revenue, Net [Member] | UK [Member]
Concentrations (Textual)
Concentration risk percentage	1.00%			1.00%
Sales Revenue, Net [Member] | Other [Member]
Concentrations (Textual)
Concentration risk percentage		1.00%
Sales Revenue, Net [Member] | Customer One [Member]
Concentrations (Textual)
Concentration risk percentage	17.00%	21.00%	28.00%	26.00%
Sales Revenue, Net [Member] | Customer Two [Member]
Concentrations (Textual)
Concentration risk percentage		20.00%	13.00%	10.00%
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			3		1
Concentration risk percentage			91.00%		69.00%
Accounts Receivable [Member] | Customer One [Member]
Concentrations (Textual)
Concentration risk percentage			11.00%		69.00%
Accounts Receivable [Member] | Customer Two [Member]
Concentrations (Textual)
Concentration risk percentage			27.00%
Accounts Receivable [Member] | Customer Three [Member]
Concentrations (Textual)
Concentration risk percentage			44.00%
Vendors [Member]
Concentrations (Textual)
Number of vendors | Vendor	2	1	3	1
Purchased inventories and products	$ 180,626	$ 39,450	$ 241,805	$ 203,916
Percentage of purchases	96.00%	89.00%	84.00%	77.00%
Vendors [Member] | Vendors One [Member]
Concentrations (Textual)
Percentage of purchases	55.00%	89.00%	42.00%	77.00%
Vendors [Member] | Vendors Two [Member]
Concentrations (Textual)
Percentage of purchases	41.00%		27.00%
Vendors [Member] | Vendors Three [Member]
Concentrations (Textual)
Percentage of purchases			15.00%

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Concentrations and Revenue Aggregation (Details) - Sales Revenue, Net [Member]	3 Months Ended		9 Months Ended
	Feb. 28, 2021	Feb. 29, 2020	Feb. 28, 2021	Feb. 29, 2020
Sales, Percent	17.00%	68.00%	41.00%	48.00%
Shampoos and Conditioners [Member]
Sales, Percent			86.00%	88.00%
Ancillary Products [Member]
Sales, Percent			14.00%	12.00%
Product [Member]
Sales, Percent			100.00%	100.00%