Cover
Cover - USD ($) | 12 Months Ended | |
May 31, 2021 | Nov. 30, 2020 | |
Cover [Abstract] | ||
Document Type | 10-K | |
Amendment Flag | false | |
Document Annual Report | true | |
Document Period End Date | May 31, 2021 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --05-31 | |
Entity File Number | 333-220846 | |
Entity Registrant Name | REVIV3 PROCARE COMPANY | |
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 | |
Entity Address, City or Town | El Monte | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 91731 | |
City Area Code | (888) | |
Local Phone Number | 638-8883 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
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 Public Float | $ 1,183,009 | |
Entity Common Stock, Shares Outstanding | 41,945,881 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | May 31, 2021 | May 31, 2020 |
CURRENT ASSETS: | ||
Cash | $ 496,937 | $ 409,031 |
Accounts receivable, net | 90,877 | 182,201 |
Inventory, net | 450,978 | 288,124 |
Prepaid expenses and other current assets | 2,430 | 13,708 |
Total Current Assets | 1,041,222 | 893,064 |
OTHER ASSETS: | ||
Inventory, non-current | 39,874 | |
Property and equipment, net | 37,016 | 31,577 |
Deposits | 16,277 | 16,277 |
Right of use assets, net | 128,375 | 201,984 |
Total Other Assets | 221,542 | 249,838 |
TOTAL ASSETS | 1,262,764 | 1,142,902 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued expenses | 458,962 | 128,851 |
Customer deposits | 106,949 | 128,354 |
Due to related party | 54,304 | 2,396 |
Equipment payable, current | 3,300 | 3,300 |
Loans payable, current | 4,261 | 5,002 |
Lease liability, current | 84,635 | 71,896 |
Total Current Liabilities | 712,411 | 339,799 |
LONG TERM LIABILITIES: | ||
Equipment payable | 5,500 | 8,800 |
Loans payable | 152,039 | 157,898 |
Lease liability, non- current | 47,166 | 131,802 |
Total Long Term Liabilities | 204,705 | 298,500 |
Total Liabilities | 917,116 | 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, issued and issuable, $0.0001 par value: 100,000,000 shares authorized; 41,945,881 and 41,285,881 shares issued and outstanding as of May 31, 2021 and 2020, respectively | 4,195 | 4,129 |
Additional paid-in capital | 5,450,117 | 5,311,383 |
Accumulated deficit | (5,108,664) | (4,810,909) |
Total Stockholders Equity | 345,648 | 504,603 |
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY | $ 1,262,764 | $ 1,142,902 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | May 31, 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 | 41,945,881 | 41,285,881 |
Common Stock, Shares, Outstanding | 41,945,881 | 41,285,881 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
May 31, 2021 | May 31, 2020 | |
Income Statement [Abstract] | ||
Sales | $ 1,633,609 | $ 1,012,711 |
Cost of sales | 599,701 | 480,778 |
Gross profit | 1,033,908 | 531,933 |
OPERATING EXPENSES: | ||
Marketing and selling expenses | 730,056 | 187,821 |
Compensation and related taxes | 36,817 | 46,200 |
Professional and consulting expenses | 306,172 | 198,752 |
General and administrative | 281,917 | 270,279 |
Total Operating Expenses | 1,354,962 | 703,052 |
LOSS FROM OPERATIONS | (321,054) | (171,119) |
OTHER INCOME (EXPENSE): | ||
Gain on debt settlement | 29,333 | |
Interest income | 44 | 104 |
Interest expense and other finance charges | (6,078) | (1,752) |
Other Income (Expense), Net | 23,299 | (1,648) |
LOSS BEFORE PROVISION FOR INCOME TAXES | (297,755) | (172,767) |
Provision for income taxes | ||
NET LOSS | $ (297,755) | $ (172,767) |
NET LOSS PER COMMON SHARE - Basic and diluted | $ (0.01) | $ 0 |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | ||
Basic and diluted | 41,566,484 | 41,285,881 |
STATEMENTS OF CHANGES IN STOCKH
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value 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 | (172,767) | (172,767) | |||
Ending balance, value at May. 31, 2020 | $ 4,129 | 5,311,383 | (4,810,909) | 504,603 | |
Ending balance, Shares at May. 31, 2020 | 41,285,881 | ||||
Net loss | (297,755) | (297,755) | |||
Ending balance, value at May. 31, 2021 | $ 4,195 | 5,450,117 | (5,108,664) | 345,648 | |
Ending balance, Shares at May. 31, 2021 | 41,945,881 | ||||
Shares issued for consulting | $ 44 | 66,356 | 66,400 | ||
Shares issued for consulting, Shares | 440,000 | ||||
Shares issued for legal services | $ 6 | 25,194 | 25,200 | ||
Shares issued for legal services, Shares | 60,000 | ||||
Shares to be issued for consulting | $ 16 | $ 47,184 | $ 47,200 | ||
Shares to be issued for consulting, Shares | 160,000 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
May 31, 2021 | May 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (297,755) | $ (172,767) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation | 9,969 | 10,456 |
Bad debts | 1,061 | (959) |
Inventory obsolescence | 23,714 | |
Stock based compensation | 138,800 | |
Gain on debt forgiveness | (29,333) | |
Intangibles written off | 474 | |
Non cash lease expense | 1,713 | 1,713 |
Change in operating assets and liabilities: | ||
Accounts receivable | 90,263 | (101,654) |
Inventory | (226,442) | (23,546) |
Prepaid expenses and other current assets | 11,278 | (10,715) |
Deposits | (1,428) | |
Accounts payable and accrued expenses | 346,545 | 96,571 |
Customer deposits | (21,406) | 112,151 |
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | 48,407 | (89,704) |
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 | ||
Proceeds from loan payable | 6,300 | 162,900 |
Repayment of equipment financing | (3,300) | (3,300) |
Advances from a related party | 51,907 | 2,186 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 54,907 | 161,786 |
NET INCREASE IN CASH | 87,906 | 62,852 |
CASH - Beginning of year | 409,031 | 346,179 |
CASH - End of year | 496,937 | 409,031 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Interest | 500 | 1,327 |
Income taxes | ||
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Initial recognition of right of use assets and lease liability | $ 235,748 |
Organization
Organization | 12 Months Ended |
May 31, 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. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
May 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 2 – Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The financial statements for the years ended May 31, 2021 and 2020 have been prepared by us in accordance with accounting principles generally accepted in the United States of America (US GAAP) and pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). 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 vendor 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 financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company obtained two loans under the Paycheck Protection Program (the PPP) of the Coronavirus Aid, Relief, and Economic Security Act (the CARES Act) and one loan under the Economic Injury Disaster Loan Program (the EIDL) of the Coronavirus Aid, Relief, and Economic Security Act (the CARES Act). See Note- 8 Loans payable. Management is focused on growing the Companys 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 had a net loss of $ 297,755 172,767 5,108,664 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 and classifications, the useful life of property and equipment, the valuation of lease liabilities and related right of use assets, the valuation of deferred tax assets, the value of stock-based compensation, and the fair value of non-cash common stock issuances. 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 $ 2,430 13,708 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. The Company continuously evaluates the levels of inventory held and any inventory held above the expected level of sales in the next twelve months, is classified as non- current inventory. 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 The Company follows 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 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 Companys 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 shipping fees. 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 $ 133,396 41,424 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 Companys 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 entitys own assumptions. The Company analyzes all financial instruments with features of both liabilities and equity under the Financial Accounting Standard Boards (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 assets estimated fair value and its book value. The Company recorded impairment loss of $474 as an operating expense in the accompanying financial statements, during the year ended May 31, 2020. The Company did not record any impairment loss during the year ended May 31, 2021. Stock-based compensation Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718, Compensation — Stock Compensation (ASC 718), which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). ASC 718 also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. Pursuant to ASC Topic 505-50, Equity Based Payments to Non-employees, for share-based payments to consultants and other third-parties, compensation expense is determined at the measurement date. The expense is recognized over the vesting period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company initially records compensation expense based on the fair value of the award at the reporting date. Net loss per share of common stock Basic net loss per share is computed by dividing the net loss by the weighted average number of common shares during the period. Diluted net loss per share is computed using the weighted average number of common shares and potentially dilutive securities outstanding during the period. At May 31, 2021 and 2020, the Company had no potentially dilutive securities outstanding. Lease Accounting In February 2016, the FASB issued ASU No. 2016-02, Leases The Company renewed lease for its corporate headquarters commencing December 1, 2019, under lease agreements classified as an operating lease. Please see Note 10 – Commitments and Contingencies under Leases below for more information about the Companys leases. Recently Issued Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entitys Own Equity In November 2019, the FASB issued ASU No. 2019-08, Compensation – Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Codification Improvements – Share-based Consideration Payable to a Customer Compensation – Stock Compensation (Topic 718) – Improvements to Nonemployee Share-based Payment Accounting In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740) – Simplifying the Accounting for Income Taxes In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) which modifies the disclosure requirements about fair value measurements under ASC Topic No. 820, Fair Value Measurement, as amended (ASC 820). For public companies, ASU 2018-13 removes the prior requirement to disclose: (a) the amount and reason for transfers between Level 1 and Level 2 of the fair value hierarchy contained in ASC 820, (b) the policy for timing of transfers between levels, and (c) the valuation processes used for level 3 fair value measurements. For public companies, ASU 2018-13 also adds, among other things, a requirement to disclose the range and weighted average of significant unobservable inputs used in Level 3 fair value measurements. The Company adopted the provisions of ASU 2018-13 effective March 1, 2020 and such adoption did not have a material impact 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. |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
May 31, 2021 | |
Credit Loss [Abstract] | |
Accounts Receivable | Note 3 – Accounts Receivable Accounts receivable, consisted of the following: Schedule of accounts receivable May 31, 2021 May 31, 2020 Accounts Receivable $ 93,756 $ 184,019 Less: Allowance for doubtful debts (2,879 ) (1,818 ) Accounts receivable, net $ 90,877 $ 182,201 The Company recorded bad debt expense of $ 1,061 ($959) |
Inventory
Inventory | 12 Months Ended |
May 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 4 – Inventory Inventory consisted of the following: Schedule of Inventory May 31, 2021 May 31, 2020 Finished Goods $ 15,056 $ 29,839 Raw Materials $ 475,796 $ 258,285 Inventory, net $ 490,852 $ 288,124 Less: Inventory, non-current $ (39,874 ) $ — Current Inventory $ 450,978 $ 288,124 At May 31, 2021 and 2020, inventory held at third party locations amounted to $ 23,401 556 During the year ended May 31, 2021, the Company wrote off inventory amounting to $4,558 and created an allowance of $ 19,156 |
Property and Equipment
Property and Equipment | 12 Months Ended |
May 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 5 – Property and Equipment Property and equipment, stated at cost, consisted of the following: Schedule of Property and Equipment Estimated Life May 31, 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 45,128 29,720 Less:Accumulated Depreciation (31,263 ) (21,294 ) Property and equipment, net $ 37,016 $ 31,577 Depreciation expense amounted to $ 9,969 10,456 |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
May 31, 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: Schedule of Accounts Payable and Accrued Expenses May 31, 2021 May 31, 2020 Trade Payables $ 436,138 $ 98,608 Credit Cards 11,115 10,378 Shares to be issued — 18,313 Other 11,709 1,552 Accounts Payable and Accrued Expenses, net $ 458,962 $ 128,851 During the year ended May 31, 2020, the Company recorded $18,313 as expense and liability for fair market value of shares to be issued to a consultant as remuneration, in the accompanying financials. During the year ended May 31, 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 in gain on debt settlement, in the accompanying financial statements. |
Equipment Payable
Equipment Payable | 12 Months Ended |
May 31, 2021 | |
Equipment Payable | |
Equipment Payable | Note 7 – Equipment 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 at May 31, 2021 and 2020, the balance outstanding on the loan was $ 8,800 12,100 500 500 The amounts of loan payments due in the next five years ended May 31, are as follows: Schedule of Loan Payment Due Total 2022 $ 3,300 2023 $ 3,300 2024 $ 2,200 Equipment Payable, Net $ 8,800 |
Loans Payable
Loans Payable | 12 Months Ended |
May 31, 2021 | |
Debt Disclosure [Abstract] | |
Loans Payable | Note 8 – Loans Payable During the year ended May 31, 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 was evidenced by a note dated May 8, 2020, bore interest at an annual rate of 1.0% and matured 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 Companys 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 Companys 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 did not pay any installment of the loan and recorded an accrued interest of $120 on the loan during the year ended May 31, 2021. On March 19, 2021 the loan was forgiven by the US Small Business Administration and the Company recorded a gain on debt forgiveness of $13,020 in the accompanying financials for the forgiveness of principal amount of $12,900 and accrued interest of $120. 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 Companys borrowings under the loan may be eligible for up to $10,000 of loan forgiveness. The Company recorded an accrued interest of $5,723 and $200, as of May 31, 2021 and 2020, respectively. The Company has not paid any installment of the loan as of May 31, 2021. 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 Companys 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 Companys 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. Schedule of Loan Payable Loans Payable as of May 31, 2021 and 2020 2021 2020 Paycheck Protection Program (PPP) $ — $ 12,900 Second Draw Paycheck Protection Program (PPP- 2) 6,300 — Economic Injury Disaster Loan Program (EIDL) 150,000 150,000 Total $ 156,300 $ 162,900 Less: Current portion (4,261 ) (5,002 ) Non-current portion $ 152,039 $ 157,898 The amounts of loan payments due in the next five years ended May 31, are as follows: Schedule of loan payments due in the next five years Total 2022 $ 4,261 2023 $ 4,519 2024 $ 4,652 2025 $ 4,790 2026 $ 4,573 Thereafter $ 133,505 Total $ 156,300 |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
May 31, 2021 | |
Equity [Abstract] | |
Stockholders’ Equity | Note 9 – Stockholders Equity Shares Authorized The authorized capital of the Company consists of 100,000,000 0.0001 20,000,000 0.0001 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 May 31, 2021, 41,945,881 During the year ended May 31, 2021, in July 2020, the Company issued 200,000 shares to a consultant for past services. The shares were valued at the fair market value of $16,000, based on the quoted trading price on grant date of $0.08 per share, which expense was recognized immediately. During the year ended May 31, 2021, the Company issued 240,000 shares to a consultant for investor relation services under an initial three months agreement. The shares were valued at the fair market value of $50,400, based on the quoted trading price on grant date of $0.21 per share, which expense was recognized over the term of the three months period. The agreement automatically renews on a month-to-month basis. The Company also recorded shares to be issued of $47,200 for the fair value of 160,000 shares to be issued to the same consultant for investor relation services performed through May 31, 2021, based on the quoted trading price on each grant date of $0.29 and $0.30 per share. During the year ended May 31, 2021, the Company recorded $25,200 for 60,000 shares issued to an attorney for past services. The shares were valued at the fair market value, based on the quoted trading price on grant date of $0.42 per share, which expense was recognized immediately. No stock was issued during the year ended May 31, 2020. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
May 31, 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 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 7,567 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 Companys right to use an underlying asset for the entirety of the lease term. Lease liabilities represent the Companys 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 Companys 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 Companys 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 Companys 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 years ended May 31, 2021 and 2020, the Company recorded a lease expense in the amount of $94,235 and $87,748, respectively. As of May 31, 2021, the lease liability balance was $131,801 and the right of use asset balance was $128,375. A lease term of three years and a discount rate of 12% was used. Supplemental balance sheet information related to leases was as follows: Schedule of Supplemental balance sheet information Assets May 31, 2021 Right of use assets $ 235,748 Accumulated reduction (107,373 ) Operating lease assets, net $ 128,375 Liabilities Lease liability $ 235,748 Accumulated reduction (103,947 ) Total lease liability, net 131,801 Current portion (84,635 ) Non-current portion 47,166 Maturities of operating lease liabilities were as follows as of May 31, 2021: Schedule of future minimum rental payments required under operating lease Operating Lease 2022 $ 95,947 2023 $ 48,831 Total $ 144,778 Less: Imputed interest $ (12,977 ) Present value of lease liabilities $ 131,801 Rent expense, prior to the signing of the new lease agreement, amounted to $47,547 for the year ended May 31, 2020. Lease expense amounted to $94,235 and $47,117 for the years ended May 31, 2021 and 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 financial statements as of May 31, 2021. REVIV3 PROCARE COMPANY |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
May 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 11 – Related Party Transactions The Companys Chief Executive Officer, from time to time, provided advances to the Company for working capital purposes. At May 31, 2021 and 2020, the Company had a payable to the officer of $ 54,304 2,396 |
Concentrations
Concentrations | 12 Months Ended |
May 31, 2021 | |
Risks and Uncertainties [Abstract] | |
Concentrations | Note 12 – Concentrations 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 Companys account at this institution is insured by the Federal Deposit Insurance Corporation (FDIC) up to $ 250,000 224,395 176,210 Concentration of Revenue, Product Line, and Supplier During the year ended May 31, 2021 sales to two 34% 12% 22% two 50% 10% 40% During the year ended May 31, 2021 sales to customers outside the United States represented approximately 24% 19% 5% 27% 20% 7% During the year ended May 31, 2021, sales by product line which each represented over 10% of sales consisted of approximately 11% from sales of hair shampoo, 21% from sales of hair shampoo and conditioner and 38% from sale of introductory kit (shampoo, conditioner and treatment spray). During the year ended May 31, 2020, sales by product line which each represented over 10% of sales consisted of approximately 15% from sales of hair shampoo, 40% from sales of hair shampoo and conditioner, 10% from sale of moisturizer and conditioner and 16% from sale of introductory kit (shampoo, conditioner and treatment spray). During the year ended May 31, sales by product line comprised of the following: Schedule of Sales by Product Line For the Years ended Hair Care Products May 31, 2021 May 31, 2020 Shampoos and Conditioners 85% 85% Ancillary Products 15% 15% Total 100% 100% At May 31, 2021, accounts receivable from four 83% 11% 12% 25% 35% one 69% The Company purchased inventories and products from three 404,512 89% 19% 27% 43% one 515,830 78% |
Income taxes
Income taxes | 12 Months Ended |
May 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Note 13 – Income taxes The Company has incurred aggregate net operating losses of approximately $ 1,174,532 The items accounting for the difference between income taxes at the effective statutory rate and the provision for income were as follows: Schedule of effective statutory rate and the provision for income For the Year Ended May 31, 2021 2020 Tax benefit computed at statutory rate of 21% $ (65,529 ) $ (36,281 ) State tax benefit of 9% (25,626 ) (15,549 ) Change in federal tax rate estimate for prior years 2,096 74,853 Non-deductible expenses: Stock-based compensation 41,640 — Non deductible expense: Other 7,114 Non taxable: PPP Loan forgiveness gain (3,906 ) Increase (decrease) in valuation allowance 41,211 (23,023 ) Net income tax benefit — $ — The Company has a deferred tax asset which is summarized as follows at: Deferred tax assets: Schedule of deferred tax asset May 31, 2021 May 31, 2020 Net operating loss carryover $ 351,188 $ 309,977 Less: valuation allowance (351,188 ) (309,977 ) Net deferred tax asset $ — $ — The Company provided a valuation allowance equal to the deferred income tax asset at May 31, 2021 and 2020 because it was not known whether future taxable income will be sufficient to utilize the loss carryforward. The increase (decrease) in the allowance was $41,211 in fiscal 2021 and $(23,023) in fiscal 2020. Additionally, the future utilization of the net operating loss carryforward to offset future taxable income may be subject to an annual limitation as a result of ownership changes that could occur in the future. If necessary, the deferred tax assets will be reduced by any carryforward that expires prior to utilization as a result of such limitations, with a corresponding reduction of the valuation allowance. The Company does not have any uncertain tax positions or events leading to uncertainty in a tax position. The Companys 2018, 2019 and 2020 Corporate Income Tax Returns are subject to Internal Revenue Service examination. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
May 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The financial statements for the years ended May 31, 2021 and 2020 have been prepared by us in accordance with accounting principles generally accepted in the United States of America (US GAAP) and pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). |
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 vendor 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 financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company obtained two loans under the Paycheck Protection Program (the PPP) of the Coronavirus Aid, Relief, and Economic Security Act (the CARES Act) and one loan under the Economic Injury Disaster Loan Program (the EIDL) of the Coronavirus Aid, Relief, and Economic Security Act (the CARES Act). See Note- 8 Loans payable. Management is focused on growing the Companys 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 had a net loss of $ 297,755 172,767 5,108,664 |
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 and classifications, the useful life of property and equipment, the valuation of lease liabilities and related right of use assets, the valuation of deferred tax assets, the value of stock-based compensation, and the fair value of non-cash common stock issuances. |
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 $ 2,430 13,708 |
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. The Company continuously evaluates the levels of inventory held and any inventory held above the expected level of sales in the next twelve months, is classified as non- current inventory. |
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 The Company follows 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 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 Companys 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 shipping fees. |
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 $ 133,396 41,424 |
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 Companys 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 entitys own assumptions. The Company analyzes all financial instruments with features of both liabilities and equity under the Financial Accounting Standard Boards (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 assets estimated fair value and its book value. The Company recorded impairment loss of $474 as an operating expense in the accompanying financial statements, during the year ended May 31, 2020. The Company did not record any impairment loss during the year ended May 31, 2021. |
Stock-based compensation | Stock-based compensation Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718, Compensation — Stock Compensation (ASC 718), which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). ASC 718 also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. Pursuant to ASC Topic 505-50, Equity Based Payments to Non-employees, for share-based payments to consultants and other third-parties, compensation expense is determined at the measurement date. The expense is recognized over the vesting period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company initially records compensation expense based on the fair value of the award at the reporting date. |
Net loss per share of common stock | Net loss per share of common stock Basic net loss per share is computed by dividing the net loss by the weighted average number of common shares during the period. Diluted net loss per share is computed using the weighted average number of common shares and potentially dilutive securities outstanding during the period. At May 31, 2021 and 2020, the Company had no potentially dilutive securities outstanding. |
Lease Accounting | Lease Accounting In February 2016, the FASB issued ASU No. 2016-02, Leases The Company renewed lease for its corporate headquarters commencing December 1, 2019, under lease agreements classified as an operating lease. Please see Note 10 – Commitments and Contingencies under Leases below for more information about the Companys leases. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entitys Own Equity In November 2019, the FASB issued ASU No. 2019-08, Compensation – Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Codification Improvements – Share-based Consideration Payable to a Customer Compensation – Stock Compensation (Topic 718) – Improvements to Nonemployee Share-based Payment Accounting In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740) – Simplifying the Accounting for Income Taxes In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) which modifies the disclosure requirements about fair value measurements under ASC Topic No. 820, Fair Value Measurement, as amended (ASC 820). For public companies, ASU 2018-13 removes the prior requirement to disclose: (a) the amount and reason for transfers between Level 1 and Level 2 of the fair value hierarchy contained in ASC 820, (b) the policy for timing of transfers between levels, and (c) the valuation processes used for level 3 fair value measurements. For public companies, ASU 2018-13 also adds, among other things, a requirement to disclose the range and weighted average of significant unobservable inputs used in Level 3 fair value measurements. The Company adopted the provisions of ASU 2018-13 effective March 1, 2020 and such adoption did not have a material impact 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. |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 12 Months Ended |
May 31, 2021 | |
Credit Loss [Abstract] | |
Schedule of accounts receivable | Accounts receivable, consisted of the following: Schedule of accounts receivable |
Accounts Receivable | May 31, 2021 May 31, 2020 Accounts Receivable $ 93,756 $ 184,019 Less: Allowance for doubtful debts (2,879 ) (1,818 ) Accounts receivable, net $ 90,877 $ 182,201 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
May 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory consisted of the following: Schedule of Inventory |
Inventory | May 31, 2021 May 31, 2020 Finished Goods $ 15,056 $ 29,839 Raw Materials $ 475,796 $ 258,285 Inventory, net $ 490,852 $ 288,124 Less: Inventory, non-current $ (39,874 ) $ — Current Inventory $ 450,978 $ 288,124 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
May 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment, stated at cost, consisted of the following: Schedule of Property and Equipment |
Property and Equipment | Estimated Life May 31, 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 45,128 29,720 Less:Accumulated Depreciation (31,263 ) (21,294 ) Property and equipment, net $ 37,016 $ 31,577 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
May 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses comprised of the following: Schedule of Accounts Payable and Accrued Expenses |
Accounts Payable and Accrued Expenses | May 31, 2021 May 31, 2020 Trade Payables $ 436,138 $ 98,608 Credit Cards 11,115 10,378 Shares to be issued — 18,313 Other 11,709 1,552 Accounts Payable and Accrued Expenses, net $ 458,962 $ 128,851 |
Equipment Payable (Tables)
Equipment Payable (Tables) | 12 Months Ended |
May 31, 2021 | |
Equipment Payable | |
Schedule of Loan Payment Due | The amounts of loan payments due in the next five years ended May 31, are as follows: Schedule of Loan Payment Due Total 2022 $ 3,300 2023 $ 3,300 2024 $ 2,200 Equipment Payable, Net $ 8,800 |
Loans Payable (Tables)
Loans Payable (Tables) | 12 Months Ended |
May 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Loan Payable | Schedule of Loan Payable |
Loans Payable | Loans Payable as of May 31, 2021 and 2020 2021 2020 Paycheck Protection Program (PPP) $ — $ 12,900 Second Draw Paycheck Protection Program (PPP- 2) 6,300 — Economic Injury Disaster Loan Program (EIDL) 150,000 150,000 Total $ 156,300 $ 162,900 Less: Current portion (4,261 ) (5,002 ) Non-current portion $ 152,039 $ 157,898 |
Schedule of loan payments due in the next five years | The amounts of loan payments due in the next five years ended May 31, are as follows: Schedule of loan payments due in the next five years |
Loans Payable (Details 2) | Total 2022 $ 4,261 2023 $ 4,519 2024 $ 4,652 2025 $ 4,790 2026 $ 4,573 Thereafter $ 133,505 Total $ 156,300 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
May 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Supplemental balance sheet information | Supplemental balance sheet information related to leases was as follows: Schedule of Supplemental balance sheet information |
Commitments and Contingencies | Assets May 31, 2021 Right of use assets $ 235,748 Accumulated reduction (107,373 ) Operating lease assets, net $ 128,375 Liabilities Lease liability $ 235,748 Accumulated reduction (103,947 ) Total lease liability, net 131,801 Current portion (84,635 ) Non-current portion 47,166 |
Schedule of future minimum rental payments required under operating lease | Maturities of operating lease liabilities were as follows as of May 31, 2021: Schedule of future minimum rental payments required under operating lease |
Commitments and Contingencies (Details 2) | Operating Lease 2022 $ 95,947 2023 $ 48,831 Total $ 144,778 Less: Imputed interest $ (12,977 ) Present value of lease liabilities $ 131,801 |
Concentrations (Tables)
Concentrations (Tables) | 12 Months Ended |
May 31, 2021 | |
Risks and Uncertainties [Abstract] | |
Schedule of Sales by Product Line | During the year ended May 31, sales by product line comprised of the following: Schedule of Sales by Product Line |
Concentrations and Revenue Aggregation | For the Years ended Hair Care Products May 31, 2021 May 31, 2020 Shampoos and Conditioners 85% 85% Ancillary Products 15% 15% Total 100% 100% |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
May 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of effective statutory rate and the provision for income | The items accounting for the difference between income taxes at the effective statutory rate and the provision for income were as follows: Schedule of effective statutory rate and the provision for income |
Income Taxes | For the Year Ended May 31, 2021 2020 Tax benefit computed at statutory rate of 21% $ (65,529 ) $ (36,281 ) State tax benefit of 9% (25,626 ) (15,549 ) Change in federal tax rate estimate for prior years 2,096 74,853 Non-deductible expenses: Stock-based compensation 41,640 — Non deductible expense: Other 7,114 Non taxable: PPP Loan forgiveness gain (3,906 ) Increase (decrease) in valuation allowance 41,211 (23,023 ) Net income tax benefit — $ — |
Schedule of deferred tax asset | The Company has a deferred tax asset which is summarized as follows at: Deferred tax assets: Schedule of deferred tax asset |
Income Taxes (Details 2) | May 31, 2021 May 31, 2020 Net operating loss carryover $ 351,188 $ 309,977 Less: valuation allowance (351,188 ) (309,977 ) Net deferred tax asset $ — $ — |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
May 31, 2021 | May 31, 2020 | |
Policyholder Account Balance [Line Items] | ||
Net Income (Loss) Attributable to Parent | $ 297,755 | $ 172,767 |
Retained Earnings (Accumulated Deficit) | 5,108,664 | 4,810,909 |
Prepaid Expense and Other Assets, Current | 2,430 | 13,708 |
Selling and Marketing Expense | 730,056 | 187,821 |
Customer [Member] | ||
Policyholder Account Balance [Line Items] | ||
Selling and Marketing Expense | $ 133,396 | $ 41,424 |
Accounts Receivable (Details)
Accounts Receivable (Details) - USD ($) | May 31, 2021 | May 31, 2020 |
Credit Loss [Abstract] | ||
Accounts Receivable | $ 93,756 | $ 184,019 |
Less: Allowance for doubtful debts | (2,879) | (1,818) |
Accounts receivable, net | $ 90,877 | $ 182,201 |
Accounts Receivable (Details Na
Accounts Receivable (Details Narrative) - USD ($) | 12 Months Ended | |
May 31, 2021 | May 31, 2020 | |
Credit Loss [Abstract] | ||
Accounts Receivable, Credit Loss Expense (Reversal) | $ 1,061 | $ (959) |
Inventory (Details)
Inventory (Details) - USD ($) | May 31, 2021 | May 31, 2020 |
Inventory Disclosure [Abstract] | ||
Finished Goods | $ 15,056 | $ 29,839 |
Raw Materials | 475,796 | 258,285 |
Inventory, net | 490,852 | 288,124 |
Less: Inventory, non-current | (39,874) | |
Current Inventory | $ 450,978 | $ 288,124 |
Inventory (Details Narrative)
Inventory (Details Narrative) - USD ($) | May 31, 2021 | May 31, 2020 |
Inventory Disclosure [Abstract] | ||
Inventory Held at Third Party Location | $ 23,401 | $ 556 |
Inventory Valuation Reserves | $ 19,156 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 12 Months Ended | |
May 31, 2021 | May 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Less:Accumulated Depreciation | $ (31,263) | $ (21,294) |
Property and equipment, net | 37,016 | 31,577 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Plant Equipment | $ 5,759 | 5,759 |
Property, Plant and Equipment, Useful Life | 5 years | |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Plant Equipment | $ 17,392 | 17,392 |
Property, Plant and Equipment, Useful Life | 3 years | |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Plant Equipment | $ 45,128 | $ 29,720 |
Machinery and Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 5 years | |
Machinery and Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 10 years |
Property and Equipment (Detai_2
Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
May 31, 2021 | May 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 9,969 | $ 10,456 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses (Details) - USD ($) | May 31, 2021 | May 31, 2020 |
Payables and Accruals [Abstract] | ||
Trade Payables | $ 436,138 | $ 98,608 |
Credit Cards | 11,115 | 10,378 |
Shares to be issued | 18,313 | |
Other | 11,709 | 1,552 |
Accounts Payable and Accrued Expenses, net | $ 458,962 | $ 128,851 |
Schedule of Loan Payment Due (D
Schedule of Loan Payment Due (Details) - USD ($) | May 31, 2021 | May 31, 2020 |
Equipment Payable | ||
2022 | $ 3,300 | $ 3,300 |
2023 | 3,300 | |
2024 | 2,200 | |
Equipment Payable, Net | $ 8,800 | $ 12,100 |
Equipment Payable (Details Narr
Equipment Payable (Details Narrative) - USD ($) | 12 Months Ended | |
May 31, 2021 | May 31, 2020 | |
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | ||
Equipment Financing Payable | $ 8,800 | $ 12,100 |
Interest Expense | 6,078 | 1,752 |
Consultant [Member] | ||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | ||
Interest Expense | $ 500 | $ 500 |
Loans Payable (Details)
Loans Payable (Details) - USD ($) | May 31, 2021 | May 31, 2020 |
Credit Derivatives [Line Items] | ||
Total | $ 156,300 | $ 162,900 |
Less: Current portion | (4,261) | (5,002) |
Non-current portion | 152,039 | 157,898 |
Paycheck Protection Program [Member] | ||
Credit Derivatives [Line Items] | ||
Total | 12,900 | |
Second Draw Paycheck Protection Program [Member] | ||
Credit Derivatives [Line Items] | ||
Total | 6,300 | |
Economic Injury Disaster Loan Program [Member] | ||
Credit Derivatives [Line Items] | ||
Total | $ 150,000 | $ 150,000 |
Loans Payable (Details 2)
Loans Payable (Details 2) - USD ($) | May 31, 2021 | May 31, 2020 |
Debt Disclosure [Abstract] | ||
2022 | $ 4,261 | |
2023 | 4,519 | |
2024 | 4,652 | |
2025 | 4,790 | |
2026 | 4,573 | |
Thereafter | 133,505 | |
Total | $ 156,300 | $ 162,900 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - $ / shares | May 31, 2021 | May 31, 2020 |
Equity [Abstract] | ||
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 20,000,000 | 20,000,000 |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares, Issued | 41,945,881 | 41,285,881 |
Common Stock, Shares, Outstanding | 41,945,881 | 41,285,881 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) | May 31, 2021 | May 31, 2020 |
Commitments and Contingencies Disclosure [Abstract] | ||
Lease liability | $ 235,748 | |
Accumulated reduction | (107,373) | |
Operating lease assets, net | 128,375 | $ 201,984 |
Accumulated reduction | (103,947) | |
Total lease liability, net | 131,801 | |
Current portion | (84,635) | (71,896) |
Non-current portion | $ 47,166 | $ 131,802 |
Commitments and Contingencies_3
Commitments and Contingencies (Details 2) | May 31, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2022 | $ 95,947 |
2023 | 48,831 |
Total | 144,778 |
Less: Imputed interest | (12,977) |
Present value of lease liabilities | $ 131,801 |
Commitments and Contingencies_4
Commitments and Contingencies (Details Narrative) | 12 Months Ended |
May 31, 2021USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
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 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | May 31, 2021 | May 31, 2020 |
Related Party Transactions [Abstract] | ||
Due to Related Parties, Current | $ 54,304 | $ 2,396 |
Concentrations and Revenue Aggr
Concentrations and Revenue Aggregation (Details) - Revenue Benchmark [Member] | 12 Months Ended | |
May 31, 2021 | May 31, 2020 | |
Concentration Risk [Line Items] | ||
Total | 34.00% | 50.00% |
Shampoos and Conditioners [Member] | ||
Concentration Risk [Line Items] | ||
Total | 85.00% | 85.00% |
Ancillary Products [Member] | ||
Concentration Risk [Line Items] | ||
Total | 15.00% | 15.00% |
Product [Member] | ||
Concentration Risk [Line Items] | ||
Total | 100.00% | 100.00% |
Concentrations (Details Narrati
Concentrations (Details Narrative) | 12 Months Ended | |
May 31, 2021USD ($)CustomerVendor | May 31, 2020USD ($)CustomerVendor | |
Concentration Risk [Line Items] | ||
Cash, FDIC Insured Amount | $ 250,000 | |
Cash, Uninsured Amount | $ 224,395 | $ 176,210 |
Revenue Benchmark [Member] | ||
Concentration Risk [Line Items] | ||
Number of customers | Customer | 2 | 2 |
Concentration risk percentage | 34.00% | 50.00% |
Revenue Benchmark [Member] | Outside United States [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 24.00% | 27.00% |
Revenue Benchmark [Member] | Canada [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 19.00% | 20.00% |
Revenue Benchmark [Member] | Italy [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 5.00% | 7.00% |
Revenue Benchmark [Member] | Customer One [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 12.00% | 10.00% |
Revenue Benchmark [Member] | Customer Two [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 22.00% | 40.00% |
Accounts Receivable [Member] | ||
Concentration Risk [Line Items] | ||
Number of customers | Customer | 4 | 1 |
Concentration risk percentage | 83.00% | 69.00% |
Accounts Receivable [Member] | Customer One [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 11.00% | 69.00% |
Accounts Receivable [Member] | Customer Two [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 12.00% | |
Accounts Receivable [Member] | Customer Three [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 25.00% | |
Accounts Receivable [Member] | Customer Four [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 35.00% | |
Vendors [Member] | ||
Concentration Risk [Line Items] | ||
Number of vendors | Vendor | 3 | 1 |
Purchased inventories and products | $ 404,512 | $ 515,830 |
Percentage of purchases | 89.00% | 78.00% |
Vendors [Member] | Vendors One [Member] | ||
Concentration Risk [Line Items] | ||
Percentage of purchases | 19.00% | 78.00% |
Vendors [Member] | Vendors Two [Member] | ||
Concentration Risk [Line Items] | ||
Percentage of purchases | 27.00% | |
Vendors [Member] | Vendors Three [Member] | ||
Concentration Risk [Line Items] | ||
Percentage of purchases | 43.00% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
May 31, 2021 | May 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Tax benefit computed at statutory rate of 21% | $ (65,529) | $ (36,281) |
State tax benefit of 9% | (25,626) | (15,549) |
Change in federal tax rate estimate for prior years | 2,096 | 74,853 |
Non-deductible expenses: Stock-based compensation | 41,640 | |
Non deductible expense: Other | 7,114 | |
Non taxable: PPP Loan forgiveness gain | (3,906) | |
Increase (decrease) in valuation allowance | 41,211 | (23,023) |
Net income tax benefit |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) | May 31, 2021 | May 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryover | $ 351,188 | $ 309,977 |
Less: valuation allowance | (351,188) | (309,977) |
Net deferred tax asset |
Income taxes (Details Narrative
Income taxes (Details Narrative) | May 31, 2021USD ($) |
Income Tax Disclosure [Abstract] | |
Net Operating Loss Carryforward | $ 1,174,532 |