Cover
Cover - USD ($) | 12 Months Ended | ||
May 31, 2022 | Aug. 08, 2022 | Nov. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | May 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Current Fiscal Year End Date | --05-31 | ||
Entity File Number | 000-56351 | ||
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 | $ 1,737,432 | ||
Entity Common Stock, Shares Outstanding | 114,969,774 | ||
Auditor Firm ID | 106 | ||
Auditor Name | Salberg & Company, P.A. | ||
Auditor Location | Boca Raton, Florida |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | May 31, 2022 | May 31, 2021 |
CURRENT ASSETS: | ||
Cash | $ 373,731 | $ 496,937 |
Accounts receivable, net | 105,921 | 90,877 |
Inventory, net | 323,388 | 450,978 |
Prepaid expenses and other current assets | 0 | 2,430 |
Total Current Assets | 803,040 | 1,041,222 |
OTHER ASSETS: | ||
Inventory, non-current | 0 | 39,874 |
Property and equipment, net | 29,145 | 37,016 |
Deposits | 16,277 | 16,277 |
Right of use assets, net | 45,453 | 128,375 |
Total Other Assets | 90,875 | 221,542 |
TOTAL ASSETS | 893,915 | 1,262,764 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued expenses | 458,263 | 458,962 |
Customer deposits | 16,522 | 106,949 |
Due to related party | 25,452 | 54,304 |
Equipment payable, current | 3,300 | 3,300 |
Loans payable, current | 156,300 | 4,261 |
Lease liability, current | 47,166 | 84,635 |
Total Current Liabilities | 707,003 | 712,411 |
LONG TERM LIABILITIES: | ||
Equipment payable | 2,200 | 5,500 |
Loans payable | 152,039 | |
Lease liability, non- current | 47,166 | |
Total Long Term Liabilities | 2,200 | 204,705 |
Total Liabilities | 709,203 | 917,116 |
Commitments and contingencies (see Note 10) | ||
STOCKHOLDERS’ EQUITY: | ||
Preferred stock, $0.0001 par value; 300,000,000 shares authorized; none issued and outstanding | ||
Common stock, issued and issuable, $0.0001 par value: 450,000,000 shares authorized; 41,945,881 and 41,945,881 shares issued and outstanding as of May 31, 2022 and 2021, respectively | 4,195 | 4,195 |
Additional paid-in capital | 5,472,084 | 5,450,117 |
Accumulated deficit | (5,291,567) | (5,108,664) |
Total Stockholders’ Equity | 184,712 | 345,648 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 893,915 | $ 1,262,764 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | May 31, 2022 | May 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, Par Value | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 300,000,000 | 300,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par Value | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 450,000,000 | 450,000,000 |
Common Stock, Shares, Issued | 41,945,881 | 41,945,881 |
Common Stock, Shares, Outstanding | 41,945,881 | 41,945,881 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
May 31, 2022 | May 31, 2021 | |
Income Statement [Abstract] | ||
Sales | $ 2,336,257 | $ 1,633,609 |
Cost of sales | 828,586 | 599,701 |
Gross profit | 1,507,671 | 1,033,908 |
OPERATING EXPENSES: | ||
Marketing and selling expenses | 1,199,305 | 730,056 |
Compensation and related taxes | 15,129 | 36,817 |
Professional and consulting expenses | 232,774 | 306,172 |
General and administrative | 271,866 | 281,917 |
Total Operating Expenses | 1,719,074 | 1,354,962 |
LOSS FROM OPERATIONS | (211,403) | (321,054) |
OTHER INCOME (EXPENSE): | ||
Gain on debt settlement | 35,000 | 29,333 |
Interest income | 36 | 44 |
Interest expense and other finance charges | (6,536) | (6,078) |
Other Income (Expense), Net | 28,500 | 23,299 |
LOSS BEFORE PROVISION FOR INCOME TAXES | (182,903) | (297,755) |
Provision for income taxes | ||
NET LOSS | $ (182,903) | $ (297,755) |
NET LOSS PER COMMON SHARE - Basic and diluted | $ 0 | $ (0.01) |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | ||
Basic and diluted | 41,945,881 | 41,566,484 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED 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, 2020 | $ 4,129 | $ 5,311,383 | $ (4,810,909) | $ 504,603 | |
Beginning balance, Shares at May. 31, 2020 | 41,285,881 | ||||
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 | ||||
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 | ||||
Stock options expense | 21,967 | 21,967 | |||
Net loss | (182,903) | (182,903) | |||
Ending balance, value at May. 31, 2022 | $ 4,195 | $ 5,472,084 | $ (5,291,567) | $ 184,712 | |
Ending balance, Shares at May. 31, 2022 | 41,945,881 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
May 31, 2022 | May 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (182,903) | $ (297,755) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation | 7,871 | 9,969 |
Bad debts | 6,941 | 1,061 |
Inventory obsolescence | 71,481 | 23,714 |
Stock based compensation | 21,967 | 138,800 |
Gain on debt forgiveness | (35,000) | (29,333) |
Non cash lease expense | (1,713) | 1,713 |
Change in operating assets and liabilities: | ||
Accounts receivable | (21,985) | 90,263 |
Inventory | 95,983 | (226,442) |
Prepaid expenses and other current assets | 2,430 | 11,278 |
Accounts payable and accrued expenses | (701) | 346,545 |
Customer deposits | (90,426) | (21,406) |
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | (126,055) | 48,407 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of property and equipment | (15,408) | |
NET CASH USED IN INVESTING ACTIVITIES | (15,408) | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from loan payable | 35,000 | 6,300 |
Repayment of equipment financing | (3,300) | (3,300) |
Advances (payments) from a related party | (28,851) | 51,907 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 2,849 | 54,907 |
NET INCREASE (DECREASE) IN CASH | (123,206) | 87,906 |
CASH - Beginning of year | 496,937 | 409,031 |
CASH - End of year | 373,731 | 496,937 |
Cash paid during the period for: | ||
Interest | 500 | 500 |
Income taxes |
Organization
Organization | 12 Months Ended |
May 31, 2022 | |
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. In March 2022, the Company incorporated a subsidiary “Reviv3 Acquisition Corporation”. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
May 31, 2022 | |
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 and Principles of Consolidation The consolidated financial statements for the years ended May 31, 2022 and 2021 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”) and include the accounts of the Company and its consolidated subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation. 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 consolidated financial statements. The accompanying consolidated 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 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 consolidated financial statements. Going Concern As reflected in the accompanying consolidated financial statements, the Company had a net loss of $ 182,903 297,755 126,055 5,291,567 Use of estimates The preparation of the consolidated 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 consolidated 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, fair value of securities issued for business combinations, fair value of assets acquired and liabilities assumed in business combinations 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 an 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 $ 0 2,430 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. This 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 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 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 $ 214,517 133,396 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. Business Combinations For all business combinations (whether partial, full or step acquisitions), the Company records 100% of all assets acquired and liabilities assumed of the acquired business, generally at their fair values. Goodwill represents the excess purchase price over the fair value of the tangible net assets and intangible assets acquired in a business combination. Acquisition-related expenses are recognized separately from business combinations and are expensed as incurred. If the business combination provides for contingent consideration, the Company records the contingent consideration at fair value at the acquisition date. Changes in fair value of contingent consideration resulting from events after the acquisition date, such as earn-outs, are recognized as follows: (1) if the contingent consideration is classified as equity, the contingent consideration is not re-measured and its subsequent settlement is accounted for within equity, or (2) if the contingent consideration is classified as a liability, the changes in fair value and accretion costs are recognized in earnings. The increases or decreases in the fair value of contingent consideration can result from changes in anticipated revenue levels and changes in assumed discount periods and rates. Goodwill Goodwill is comprised of the purchase price of business combinations in excess of the fair value assigned at acquisition to the net tangible and identifiable intangible assets acquired. Goodwill is not amortized. The Company tests goodwill for impairment for its reporting units on an annual basis, or when events occur, or circumstances indicate the fair value of a reporting unit is below its carrying value. The Company performs its annual goodwill impairment assessment on May 31st of each year or as impairment indicators dictate. When evaluating the potential impairment of goodwill, management first assesses a range of qualitative factors, including but not limited to, macroeconomic conditions, industry conditions, the competitive environment, changes in the market for the Company’s products and services, regulatory and political developments, entity specific factors such as strategy and changes in key personnel, and the overall financial performance for each of the Company’s reporting units. If, after completing this assessment, it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying value, we then proceed to the quantitative impairment testing methodology primarily using the income approach (discounted cash flow method). Under the quantitative method we compare the carrying value of the reporting unit, including goodwill, with its fair value, as determined by its estimated discounted cash flows. If the carrying value of a reporting unit exceeds its fair value, then the amount of impairment to be recognized is recognized as the amount by which the carrying amount exceeds the fair value. When required, we arrive at our estimates of fair value using a discounted cash flow methodology which includes estimates of future cash flows to be generated by specifically identified assets, as well as selecting a discount rate to measure the present value of those anticipated cash flows. Estimating future cash flows requires significant judgment and includes making assumptions about projected growth rates, industry-specific factors, working capital requirements, weighted average cost of capital, and current and anticipated operating conditions. The use of different assumptions or estimates for future cash flows could produce different results. 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 consolidated 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 consolidated 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 did not record any impairment loss during the years ended May 31, 2022 and 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 consolidated 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. For non-employee stock option based awards, the Company follows ASU 2018-7, which substantially aligns share based compensation for employees and non-employees. 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, 2022 and 2021, the Company had 5,300,000 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 Company’s 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 Entity’s Own Equity In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740) – Simplifying the Accounting for Income Taxes In October 2021, the FASB issued ASU No. 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers.” This ASU requires contract assets and contract liabilities (e.g. deferred revenue) acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, “Revenue from Contracts with Customers”. Generally, this new guidance will result in the acquirer recognizing contract assets and contract liabilities at the same amounts recorded by the acquiree. Historically, such amounts were recognized by the acquirer at fair value in purchase accounting. The guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted, including in interim periods, for any financial statements that have not yet been issued. The Company is currently evaluating the impact the adoption of this ASU would have on the Company’s consolidated 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 consolidated 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, net
Accounts Receivable, net | 12 Months Ended |
May 31, 2022 | |
Credit Loss [Abstract] | |
Accounts Receivable, net | Note 3 – Accounts Receivable, net Accounts receivable, consisted of the following: Schedule of accounts receivable May 31, 2022 May 31, 2021 Accounts Receivable $ 115,741 $ 93,756 Less: Allowance for doubtful debts (9,820 ) (2,879 ) Accounts receivable, net $ 105,921 $ 90,877 The Company recorded bad debt expense of $ 6,941 1,061 |
Inventory, net
Inventory, net | 12 Months Ended |
May 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventory, net | Note 4 – Inventory, net Inventory consisted of the following: Schedule of Inventory May 31, 2022 May 31, 2021 Finished Goods $ 29,249 $ 15,056 Raw Materials 294,139 475,796 Inventory, net $ 323,388 $ 490,852 Less: Inventory, non-current - (39,874 ) Current Inventory $ 323,388 $ 450,978 At May 31, 2022 and 2021, inventory held at third party locations amounted to $ 16,940 23,401 During the years ended May 31, 2022 and 2021, the Company created an allowance of $ 71,481 23,714 0 39,874 |
Property and Equipment
Property and Equipment | 12 Months Ended |
May 31, 2022 | |
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, 2022 May 31, 2021 Furniture and Fixtures 5 $ 5,759 $ 5,759 Computer Equipment 3 17,392 17,392 Plant Equipment 5 10 45,128 45,128 Less: Accumulated Depreciation (39,134 ) (31,263 ) $ 29,145 $ 37,016 Depreciation expense amounted to $ 7,871 9,969 |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
May 31, 2022 | |
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, 2022 May 31, 2021 Trade Payables $ 435,714 $ 436,138 Credit Cards 2,966 11,115 Other 19,583 11,709 Accounts Payable and Accrued Expenses $ 458,263 $ 458,962 During the year ended May 31, 2020, the Company recorded $ 18,313 2,000 16,313 |
Equipment Payable
Equipment Payable | 12 Months Ended |
May 31, 2022 | |
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, 2022 and 2021, the balance outstanding on the loan was $ 5,500 8,800 500 500 The amounts of loan payments due in the next two years ended May 31, are as follows: Schedule of Loan Payment Due Total 2023 $ 3,300 2024 2,200 Equipment Payable, Net $ 5,500 |
Loans Payable
Loans Payable | 12 Months Ended |
May 31, 2022 | |
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 $ 150,000 3.75 731 10,000 10,000 11,684 5,923 On February 7, 2021, a commercial bank granted to the Company a loan (the “Loan”) in the amount of $ 6,300 1.0 75 0 During the year ended May 31, 2020, a commercial bank granted to the Company a loan (the “Loan”) in the amount of $ 12,900 13,020 During the year ended May 31, 2022, the Company received $ 25,000 Loans Payable as of May 31, 2022 and 2021 Schedule of Loan Payable 2022 2021 Second Draw Paycheck Protection Program (PPP- 2) $ 6,300 $ 6,300 Economic Injury Disaster Loan Program (EIDL) 150,000 150,000 Total $ 156,300 $ 156,300 Less: Current portion (156,300 ) (4,261 ) Non-current portion $ - $ 152,039 The amounts of loan payments due in the next year ended May 31, are as follows: Schedule of loan payments due in the next five years Total 2023 $ 156,300 $ 156,300 |
Note 9 _ Stockholders_ Equity
Note 9 – Stockholders’ Equity | 12 Months Ended |
May 31, 2022 | |
Equity [Abstract] | |
Note 9 – Stockholders’ Equity | Note 9 – Stockholders’ Equity Shares Authorized As of May 31, 2022, the authorized capital of the Company consisted of 100,000,000 shares of common stock, par value $ 0.0001 0.0001 On June 13, 2022, the Company amended its amended and restated certificate of incorporation to increase the number of authorized common stock, par value $ 0.0001 450,000,000 0.0001 300,000,000 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. The holders of shares of Series A Preferred Stock shall have no rights to dividends with respect to such shares. No dividends or other distributions shall be declared or paid on the Common Stock unless and until dividends at the same rate shall have been paid or declared and set apart upon the Series A Preferred Stock, based upon the number of shares of Common Stock into which the Series A Preferred Stock may then be converted. Upon the dissolution, liquidation, or winding up of the Company, whether voluntary or involuntary, the holders of the Series A Preferred Stock are entitled to receive out of the assets of the Company the sum of $0.0001 per share before any payment or distribution shall be made on our shares of Common Stock. The Series A Preferred Stock shall not be subject to redemption at the option, election or request of the Corporation or any holder or holders of the Series A Preferred Stock. Each share of Series A Preferred Stock is convertible at the option of the holder thereof, at any time after the second anniversary of the date of the first issuance of the shares of Series A Preferred Stock into one fully paid and nonassessable share of Common Stock provided, however, that the holder may not convert that number of shares of Series A Preferred Stock which would cause the holder to become the beneficial owner of more than 5% of the Corporation’s Common Stock as determined in accordance with Sections 13(d) and (g) of the Securities and Exchange Act of 1934 and the applicable rules and regulations thereunder. Common Stock As of May 31, 2022, 41,945,881 No During the year ended May 31, 2021, the Company issued 200,000 16,000 During the year ended May 31, 2021, the Company issued 240,000 50,400 47,200 160,000 During the year 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, which expense was recognized immediately. Stock Options The Board of Directors approved the Company’s 2022 Equity Incentive Plan (the “Plan”) on March 21, 2022. Under the Plan, equity-based awards may be made to employees, officers, directors, non-employee directors and consultants of the Company and its Affiliates (as defined in the plan) in the form of (i) Incentive Stock Options (to eligible employees only); (ii) Nonqualified Stock Options; (iii) Restricted Stock; (iv) Stock Awards; (v) Performance Shares; or (vi) any combination of the foregoing. The Plan will terminate upon the close of business on the day next preceding March 21, 2032, unless terminated earlier in accordance with the terms of the Plan. The Board serves as the Plan administrator and may amend or terminate the Plan without stockholder approval, subject to certain exceptions. The total number of shares initially authorized for issuance under the Plan was 10.0 million shares. The Plan provides for an annual increase on April 1 of each calendar year, beginning in 2022 and ending in 2031, subject to Board approval prior to such date. Such increase may be equal to the lesser of (i) 4% of the total number of shares of the Company’s common stock outstanding on May 31 of the immediately preceding fiscal year and (ii) such smaller number of shares as determined by the Board. The number of shares authorized for issuance under the Plan will not change unless the Board affirmatively approves an increase in the number of shares authorized for issuance prior to April 1 of the applicable year. Shares surrendered or withheld to pay the exercise price of a stock option or to satisfy tax withholding requirements will not be added back to the number of shares available under the Plan. To the extent that any shares of common stock awarded or subject to issuance or purchase pursuant to awards under the Plan are not delivered or purchased, or are reacquired by the Company, for any reason, including a forfeiture of restricted stock or failure to earn performance shares, or the termination, expiration or cancellation of a stock option, or any other termination of an award without payment being made in the form of shares of common stock will be added to the number of shares available for awards under the Plan. The number of shares available for issuance under the Plan will be adjusted for any increase or decrease in the number of outstanding shares of common stock resulting from payment of a stock dividend on common stock, a stock split or subdivision or combination of shares of common stock, or a reorganization or reclassification of common stock, or any other change in the structure of shares of common stock, as determined by the Board. Shares available for awards under the Plan will consist of authorized and unissued shares. Two types of options may be granted under the Plan: (1) Incentive Stock Options, which may only be issued to eligible employees of the Company and are required to have exercise price of the option not less than the fair market value of the common stock on the grant date, or, in the case of an Incentive Stock Option granted to a Ten Percent Stockholder, 110% of the fair market value of the common stock on the grant date; and (2) Non-qualified Stock Options, which may be issued to participants under the Plan and which may have an exercise price less than the fair market value of the common stock on the grant date, but not less than par value of the stock. The Board may grant or sell restricted stock to participants (i.e., shares that are subject to a subject to restrictions or limitations as to the participant’s ability to sell, transfer, pledge or assign such shares) under the Plan. Except for these restrictions and any others imposed by the Board, upon the grant of restricted stock, the recipient generally will have rights of a stockholder with respect to the restricted stock. During the applicable restriction period, the recipient may not sell, exchange, transfer, pledge or otherwise dispose of the restricted stock. The Board may also grant awards of common stock to participants under the Plan, as well as awards of performance shares, which are awards for which the payout is subject to achievement of such performance objectives established by the Board. Performance shares may be settled in cash. Each equity-based award granted under the Plan will be evidenced by an award agreement that specifies the terms of the award and such additional limitations, terms and conditions as the Board may determine, consistent with the provisions of the Plan. Upon the occurrence of a change in control, unless otherwise provided in an award agreement: (i) all outstanding stock options will become immediately exercisable in full; (ii) all outstanding performance shares will vest in full as if the applicable performance conditions were achieved in full, subject to certain adjustments, and will be paid out as soon as practicable; and (iii) all restricted stock will immediately vest in full. The Plan defines a change in control as (i) the adoption of a plan of merger or consolidation of the Company with any other corporation or association as a result of which the holders of the voting capital stock of the Company as a group would receive less than 50% of the voting capital stock of the surviving or resulting corporation; (ii) the approval by the Board of an agreement providing for the sale or transfer (other than as security for obligations of the Company) of substantially all the assets of the Company; or (iii) in the absence of prior Board approval, the acquisition of more than 20% of the Company’s voting capital stock by any person within the meaning of Rule 13d-3 under the Exchange Act (other than the Company or a person that directly or indirectly controls, is controlled by, or is under common control with, the Company). Subject to the Plan’s terms, the Board has full power and authority to determine whether, to what extent and under what circumstances any outstanding award will be terminated, canceled, forfeited or suspended. Awards to that are subject to any restriction or have not been earned or exercised in full by the recipient will be terminated and canceled if such recipient is terminated for cause, as determined by the Board in its sole discretion. Pursuant to the Plan, on May 10, 2022, the Company issued to two Company officers non-statutory stock options to purchase, in the aggregate, up to 5,300,000 0.09 th st The Company estimates the fair value of share-based compensation utilizing the Black-Scholes option pricing model, which is dependent upon several variables such as the expected option term, expected volatility of the Company’s stock price over the expected term, expected risk-free interest rate over the expected option term and expected dividend yield rate over the expected option term. The Company believes this valuation methodology is appropriate for estimating the fair value of stock options granted to employees and directors which are subject to ASC Topic 718 requirements. These amounts are estimates and thus may not be reflective of actual future results, nor amounts ultimately realized by recipients of these grants. The Company recognizes compensation on a straight-line basis over the requisite service period for each award. The Company utilizes the simplified method to estimate the expected life for stock options granted to employees. The simplified method was used as the Company does not have sufficient historical data regarding stock option exercises. The expected volatility is based on historical volatility. The risk-free interest rate is based on the U.S. Treasury yields with terms equivalent to the expected life of the related option at the time of the grant. Dividend yield is based on historical trends. While the Company believes these estimates are reasonable, the compensation expense recorded would increase if the expected life was increased, a higher expected volatility was used, or if the expected dividend yield increased. The Company computed the aggregate grant date fair value of $ 477,000 21,967 The black- scholes options pricing model used the following assumptions: Risk free interest rate- 2.99 Expected life – 5.75 Expected volatility - 447 Expected dividend - 0 The following table summarizes the activity relating to the Company’s stock options held by Officers: Schedule of summarizes relating to the Company’s stock Number of Options Weighted Average Exercise Price Weighted Average Remaining Term Outstanding at June 1, 2021 - - - Granted 5,300,000 $ 0.09 9.92 Exercised - - - Outstanding at May 31, 2022 5,300,000 $ 0.09 9.92 Less: Unvested at May 31, 2022 (5,300,000 ) $ 0.09 9.92 Vested at May 31, 2022 - - - |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
May 31, 2022 | |
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 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 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 94,235 94,235 47,166 45,453 12 Supplemental balance sheet information related to leases was as follows: Schedule of Supplemental balance sheet information May 31, May 31, Assets Right of use assets $ 235,748 $ 235,748 Accumulated reduction (190,295 ) (107,373 ) Operating lease assets, net $ 45,453 $ 128,375 Liabilities Lease liability $ 235,748 $ 235,748 Accumulated reduction (188,582 ) (103,947 ) Total lease liability, net 47,166 131,801 Current portion (47,166 ) (84,635 ) Non-current portion $ - $ 47,166 Maturities of operating lease liabilities were as follows as of May 31, 2022: Schedule of future minimum rental payments required under operating lease Operating Lease 2023 $ 48,831 Total $ 48,431 Less: Imputed interest (1,665 ) Present value of lease liabilities $ 47,166 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 products were defective. The amount of the claim of $ 204,182 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
May 31, 2022 | |
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 May 31, 2022 and 2021, the Company had a payable to the officer of $ 25,452 54,304 |
Concentrations
Concentrations | 12 Months Ended |
May 31, 2022 | |
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 Company’s account at this institution is insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $ 250,000 123,871 224,395 Concentration of Revenue, Product Line, and Supplier During the year ended May 31, 2022 sales to two 31 15 16 two 34 12 22 During the year ended May 31, 2022 sales to customers outside the United States represented approximately 16 14 2 24 19 5 During the year ended May 31, 2022, sales by product line which each represented over 10% of sales consisted of approximately 10 % from sales of hair shampoo, 12 % from sales of hair shampoo and conditioner, 25 % from sale of introductory kit (shampoo, conditioner and treatment spray) and 29 % from sale of bundle packs (shampoo, conditioner and spray). 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, sales by product line comprised of the following: Schedule of Sales by Product Line For the Years ended Hair Care Products May 31, 2022 May 31, 2021 Shampoos and Conditioners 84 % 85 % Ancillary Products 16 % 15 % Total 100 % 100 % At May 31, 2022, accounts receivable from four 74 11 12 14 37 four 83 11 12 25 35 The Company purchased inventories and products from four 343,015 97 10 23 30 34 three 404,512 89 19 27 43 |
Income taxes
Income taxes | 12 Months Ended |
May 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Note 13 – Income taxes The Company has incurred aggregate net operating losses of approximately $ 1,527,000 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 2022 2021 Tax benefit computed at statutory rate of 21% $ (38,410 ) $ (65,529 ) State tax benefit of 9% (15,289 ) (25,626 ) True up to prior year tax return (46,109 ) 2,096 Non-deductible expenses: Stock-based compensation 6,590 41,640 Non deductible expense: Other 2,082 7,114 Non taxable: Covid related grants/loan forgiveness (10,500 ) (3,906 ) Increase (decrease) in valuation allowance 101,636 41,211 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, 2022 May 31, 2021 Net operating loss carryover $ 452,824 $ 351,188 Less: valuation allowance (452,824 ) (351,188 ) Net deferred tax asset $ — $ — The Company provided a valuation allowance equal to the deferred income tax asset at May 31, 2022 and 2021 because it was not known whether future taxable income will be sufficient to utilize the loss carryforward. The increase in the allowance was $ 101,636 41,211 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 Company’s 2019, 2020 and 2021 Corporate Income Tax Returns are subject to Internal Revenue Service examination. |
Subsequent Events
Subsequent Events | 12 Months Ended |
May 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 14 – Subsequent Events Amendment to Certificate of Incorporation On June 13, 2022, the Company amended its amended and restated certificate of incorporation to increase the number of authorized common stock, par value $ 0.0001 450,000,000 0.0001 300,000,000 Business Combination On June 16, 2022, the Company completed the acquisition of the majority of the business of Axil & Associated Brands Corp. (“Axil”), providing for the acquisition of their hearing protection business and ear bud business, pursuant to the Asset Purchase Agreement dated May 1, 2022 and amended on June 15, 2022. The business constitutes substantially all of the business operations of Axil but does not include Axil’s hearing aid line of business. One of the stockholders of Axil is Intrepid Global Advisors. As of June 16, 2022, Intrepid held 4.68 22.33 As consideration for the Asset Purchase, Axil received a total of 323,183,893 73,183,893 250,000,000 4,007,480 0.0124 The Company is utilizing the Axil Assets to expand into the hearing enhancement business through its newly incorporated subsidiary. The acquisition is accounted for by the Company in accordance with the acquisition method of accounting pursuant to ASC 805 “Business Combinations” and pushdown accounting is applied to record the fair value of the net The following is a summary of the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition: Schedule of estimated fair value of the assets acquired Purchase consideration $ 4,007,480 Tangible assets acquired and liabilities assumed at preliminary fair value Cash $ 853,704 Accounts receivables 412,026 Inventory 1,523,947 Prepaid expenses 1,861,075 Other assets 50,893 Accounts payables (285,865 ) Deferred revenues (948,981 ) Other liabilities (218,122 ) Net tangible assets acquired $ 3,248,677 Identifiable intangible assets Customer relationships $ 68,000 Tradenames 275,000 Website 100,000 Total Identif ia ble intangible assets $ 443,000 Consideration paid $ 4,007,480 Total net assets acquired 3,691,677 Preliminary goodwill purchased $ 315,803 We completed the accounting and preliminary valuations of the assets acquired, liabilities assumed and, accordingly, the estimated fair values are provisional pending the final valuations which will not exceed one year in accordance with ASC 805. Pro Forma Information (Unaudited) The unaudited pro forma condensed combined financial statements are based on Reviv3 Procare Company and Axil & Associated Brands Corp.’s unaudited historical consolidated financial statements as adjusted to give effect to the Asset Purchase Agreement. The unaudited pro forma combined statements of operations for the twelve months ended May 31, 2022 for Reviv3 Procare Company and twelve months ended March 31, 2022 for Axil & Associated Brands Corp., give effect to the Asset Purchase Agreement as if it had occurred on June 1, 2021. Schedule of proforma information May 31, 2022 Revenue $ 18,356,862 Net Loss $ (3,212,320 ) Loss per common share $ (0.03 ) The pro forma financial information is not necessarily indicative of the results that would have occurred if the acquisition had occurred on the date indicated or that result in the future. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
May 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The consolidated financial statements for the years ended May 31, 2022 and 2021 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”) and include the accounts of the Company and its consolidated subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation. |
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 consolidated financial statements. The accompanying consolidated 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 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 consolidated financial statements. |
Going Concern | Going Concern As reflected in the accompanying consolidated financial statements, the Company had a net loss of $ 182,903 297,755 126,055 5,291,567 |
Use of estimates | Use of estimates The preparation of the consolidated 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 consolidated 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, fair value of securities issued for business combinations, fair value of assets acquired and liabilities assumed in business combinations 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 an 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 $ 0 2,430 |
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. This 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 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 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 $ 214,517 133,396 |
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. |
Business Combinations | Business Combinations For all business combinations (whether partial, full or step acquisitions), the Company records 100% of all assets acquired and liabilities assumed of the acquired business, generally at their fair values. Goodwill represents the excess purchase price over the fair value of the tangible net assets and intangible assets acquired in a business combination. Acquisition-related expenses are recognized separately from business combinations and are expensed as incurred. If the business combination provides for contingent consideration, the Company records the contingent consideration at fair value at the acquisition date. Changes in fair value of contingent consideration resulting from events after the acquisition date, such as earn-outs, are recognized as follows: (1) if the contingent consideration is classified as equity, the contingent consideration is not re-measured and its subsequent settlement is accounted for within equity, or (2) if the contingent consideration is classified as a liability, the changes in fair value and accretion costs are recognized in earnings. The increases or decreases in the fair value of contingent consideration can result from changes in anticipated revenue levels and changes in assumed discount periods and rates. |
Goodwill | Goodwill Goodwill is comprised of the purchase price of business combinations in excess of the fair value assigned at acquisition to the net tangible and identifiable intangible assets acquired. Goodwill is not amortized. The Company tests goodwill for impairment for its reporting units on an annual basis, or when events occur, or circumstances indicate the fair value of a reporting unit is below its carrying value. The Company performs its annual goodwill impairment assessment on May 31st of each year or as impairment indicators dictate. When evaluating the potential impairment of goodwill, management first assesses a range of qualitative factors, including but not limited to, macroeconomic conditions, industry conditions, the competitive environment, changes in the market for the Company’s products and services, regulatory and political developments, entity specific factors such as strategy and changes in key personnel, and the overall financial performance for each of the Company’s reporting units. If, after completing this assessment, it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying value, we then proceed to the quantitative impairment testing methodology primarily using the income approach (discounted cash flow method). Under the quantitative method we compare the carrying value of the reporting unit, including goodwill, with its fair value, as determined by its estimated discounted cash flows. If the carrying value of a reporting unit exceeds its fair value, then the amount of impairment to be recognized is recognized as the amount by which the carrying amount exceeds the fair value. When required, we arrive at our estimates of fair value using a discounted cash flow methodology which includes estimates of future cash flows to be generated by specifically identified assets, as well as selecting a discount rate to measure the present value of those anticipated cash flows. Estimating future cash flows requires significant judgment and includes making assumptions about projected growth rates, industry-specific factors, working capital requirements, weighted average cost of capital, and current and anticipated operating conditions. The use of different assumptions or estimates for future cash flows could produce different results. |
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 consolidated 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 consolidated 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 did not record any impairment loss during the years ended May 31, 2022 and 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 consolidated 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. For non-employee stock option based awards, the Company follows ASU 2018-7, which substantially aligns share based compensation for employees and non-employees. |
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, 2022 and 2021, the Company had 5,300,000 |
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 Company’s 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 Entity’s Own Equity In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740) – Simplifying the Accounting for Income Taxes In October 2021, the FASB issued ASU No. 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers.” This ASU requires contract assets and contract liabilities (e.g. deferred revenue) acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, “Revenue from Contracts with Customers”. Generally, this new guidance will result in the acquirer recognizing contract assets and contract liabilities at the same amounts recorded by the acquiree. Historically, such amounts were recognized by the acquirer at fair value in purchase accounting. The guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted, including in interim periods, for any financial statements that have not yet been issued. The Company is currently evaluating the impact the adoption of this ASU would have on the Company’s consolidated 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 consolidated 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, net (Table
Accounts Receivable, net (Tables) | 12 Months Ended |
May 31, 2022 | |
Credit Loss [Abstract] | |
Schedule of accounts receivable | Schedule of accounts receivable May 31, 2022 May 31, 2021 Accounts Receivable $ 115,741 $ 93,756 Less: Allowance for doubtful debts (9,820 ) (2,879 ) Accounts receivable, net $ 105,921 $ 90,877 |
Inventory, net (Tables)
Inventory, net (Tables) | 12 Months Ended |
May 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Schedule of Inventory May 31, 2022 May 31, 2021 Finished Goods $ 29,249 $ 15,056 Raw Materials 294,139 475,796 Inventory, net $ 323,388 $ 490,852 Less: Inventory, non-current - (39,874 ) Current Inventory $ 323,388 $ 450,978 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
May 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Schedule of Property and Equipment Estimated Life May 31, 2022 May 31, 2021 Furniture and Fixtures 5 $ 5,759 $ 5,759 Computer Equipment 3 17,392 17,392 Plant Equipment 5 10 45,128 45,128 Less: Accumulated Depreciation (39,134 ) (31,263 ) $ 29,145 $ 37,016 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
May 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Expenses | Schedule of Accounts Payable and Accrued Expenses May 31, 2022 May 31, 2021 Trade Payables $ 435,714 $ 436,138 Credit Cards 2,966 11,115 Other 19,583 11,709 Accounts Payable and Accrued Expenses $ 458,263 $ 458,962 |
Equipment Payable (Tables)
Equipment Payable (Tables) | 12 Months Ended |
May 31, 2022 | |
Equipment Payable | |
Schedule of Loan Payment Due | Schedule of Loan Payment Due Total 2023 $ 3,300 2024 2,200 Equipment Payable, Net $ 5,500 |
Loans Payable (Tables)
Loans Payable (Tables) | 12 Months Ended |
May 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Loan Payable | Schedule of Loan Payable 2022 2021 Second Draw Paycheck Protection Program (PPP- 2) $ 6,300 $ 6,300 Economic Injury Disaster Loan Program (EIDL) 150,000 150,000 Total $ 156,300 $ 156,300 Less: Current portion (156,300 ) (4,261 ) Non-current portion $ - $ 152,039 |
Schedule of loan payments due in the next five years | Schedule of loan payments due in the next five years Total 2023 $ 156,300 $ 156,300 |
Note 9 _ Stockholders_ Equity (
Note 9 – Stockholders’ Equity (Tables) | 12 Months Ended |
May 31, 2022 | |
Equity [Abstract] | |
Schedule of summarizes relating to the Company’s stock | Schedule of summarizes relating to the Company’s stock Number of Options Weighted Average Exercise Price Weighted Average Remaining Term Outstanding at June 1, 2021 - - - Granted 5,300,000 $ 0.09 9.92 Exercised - - - Outstanding at May 31, 2022 5,300,000 $ 0.09 9.92 Less: Unvested at May 31, 2022 (5,300,000 ) $ 0.09 9.92 Vested at May 31, 2022 - - - |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
May 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Supplemental balance sheet information | Schedule of Supplemental balance sheet information May 31, May 31, Assets Right of use assets $ 235,748 $ 235,748 Accumulated reduction (190,295 ) (107,373 ) Operating lease assets, net $ 45,453 $ 128,375 Liabilities Lease liability $ 235,748 $ 235,748 Accumulated reduction (188,582 ) (103,947 ) Total lease liability, net 47,166 131,801 Current portion (47,166 ) (84,635 ) Non-current portion $ - $ 47,166 |
Schedule of future minimum rental payments required under operating lease | Schedule of future minimum rental payments required under operating lease Operating Lease 2023 $ 48,831 Total $ 48,431 Less: Imputed interest (1,665 ) Present value of lease liabilities $ 47,166 |
Concentrations (Tables)
Concentrations (Tables) | 12 Months Ended |
May 31, 2022 | |
Risks and Uncertainties [Abstract] | |
Schedule of Sales by Product Line | Schedule of Sales by Product Line For the Years ended Hair Care Products May 31, 2022 May 31, 2021 Shampoos and Conditioners 84 % 85 % Ancillary Products 16 % 15 % Total 100 % 100 % |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
May 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of effective statutory rate and the provision for income | Schedule of effective statutory rate and the provision for income For the Year Ended 2022 2021 Tax benefit computed at statutory rate of 21% $ (38,410 ) $ (65,529 ) State tax benefit of 9% (15,289 ) (25,626 ) True up to prior year tax return (46,109 ) 2,096 Non-deductible expenses: Stock-based compensation 6,590 41,640 Non deductible expense: Other 2,082 7,114 Non taxable: Covid related grants/loan forgiveness (10,500 ) (3,906 ) Increase (decrease) in valuation allowance 101,636 41,211 Net income tax benefit $ — $ — |
Schedule of deferred tax asset | Schedule of deferred tax asset May 31, 2022 May 31, 2021 Net operating loss carryover $ 452,824 $ 351,188 Less: valuation allowance (452,824 ) (351,188 ) Net deferred tax asset $ — $ — |
Subsequent Events (Tables)
Subsequent Events (Tables) | 12 Months Ended |
May 31, 2022 | |
Subsequent Events [Abstract] | |
Schedule of estimated fair value of the assets acquired | Schedule of estimated fair value of the assets acquired Purchase consideration $ 4,007,480 Tangible assets acquired and liabilities assumed at preliminary fair value Cash $ 853,704 Accounts receivables 412,026 Inventory 1,523,947 Prepaid expenses 1,861,075 Other assets 50,893 Accounts payables (285,865 ) Deferred revenues (948,981 ) Other liabilities (218,122 ) Net tangible assets acquired $ 3,248,677 Identifiable intangible assets Customer relationships $ 68,000 Tradenames 275,000 Website 100,000 Total Identif ia ble intangible assets $ 443,000 Consideration paid $ 4,007,480 Total net assets acquired 3,691,677 Preliminary goodwill purchased $ 315,803 |
Schedule of proforma information | Schedule of proforma information May 31, 2022 Revenue $ 18,356,862 Net Loss $ (3,212,320 ) Loss per common share $ (0.03 ) |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
May 31, 2022 | May 31, 2021 | |
Net Loss | $ 182,903 | $ 297,755 |
Net cash used in operations | 126,055 | (48,407) |
Accumulated Deficit | 5,291,567 | 5,108,664 |
Prepaid expenses and other current assets | 0 | 2,430 |
Selling and Marketing Expense | $ 1,199,305 | 730,056 |
Options [Member] | ||
Antidilutive shares | 5,300,000 | |
Customer [Member] | ||
Selling and Marketing Expense | $ 214,517 | $ 133,396 |
Accounts Receivable (Details)
Accounts Receivable (Details) - USD ($) | May 31, 2022 | May 31, 2021 |
Credit Loss [Abstract] | ||
Accounts Receivable | $ 115,741 | $ 93,756 |
Less: Allowance for doubtful debts | (9,820) | (2,879) |
Accounts receivable, net | $ 105,921 | $ 90,877 |
Accounts Receivable, net (Detai
Accounts Receivable, net (Details Narrative) - USD ($) | 12 Months Ended | |
May 31, 2022 | May 31, 2021 | |
Credit Loss [Abstract] | ||
Bad debt expense | $ 6,941 | $ 1,061 |
Inventory (Details)
Inventory (Details) - USD ($) | May 31, 2022 | May 31, 2021 |
Inventory Disclosure [Abstract] | ||
Finished Goods | $ 29,249 | $ 15,056 |
Raw Materials | 294,139 | 475,796 |
Inventory, net | 323,388 | 490,852 |
Less: Inventory, non-current | 0 | (39,874) |
Current Inventory | $ 323,388 | $ 450,978 |
Inventory, net (Details Narrati
Inventory, net (Details Narrative) - USD ($) | May 31, 2022 | May 31, 2021 |
Inventory Disclosure [Abstract] | ||
Inventory Held at Third Party Location | $ 16,940 | $ 23,401 |
Inventory Valuation Reserves | 71,481 | 23,714 |
Less: Inventory, non-current | $ 0 | $ 39,874 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 12 Months Ended | |
May 31, 2022 | May 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Less:Accumulated Depreciation | $ (39,134) | $ (31,263) |
Property and equipment, net | $ 29,145 | 37,016 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 5 years | |
Plant Equipment | $ 5,759 | 5,759 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 3 years | |
Plant Equipment | $ 17,392 | 17,392 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Plant Equipment | $ 45,128 | $ 45,128 |
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, 2022 | May 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 7,871 | $ 9,969 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses (Details) - USD ($) | May 31, 2022 | May 31, 2021 |
Payables and Accruals [Abstract] | ||
Trade Payables | $ 435,714 | $ 436,138 |
Credit Cards | 2,966 | 11,115 |
Other | 19,583 | 11,709 |
Accounts Payable and Accrued Expenses | $ 458,263 | $ 458,962 |
Accounts Payable and Accrued _4
Accounts Payable and Accrued Expenses (Details Narrative) - USD ($) | 12 Months Ended | |
May 31, 2021 | May 31, 2020 | |
Payables and Accruals [Abstract] | ||
Fair market value of shares to be issued to consultant as remuneration | $ 18,313 | |
Settlement amount | $ 2,000 | |
Gain on debt settlement | $ 16,313 |
Equipment Payable (Details)
Equipment Payable (Details) - USD ($) | May 31, 2022 | May 31, 2021 |
Equipment Payable | ||
2023 | $ 3,300 | $ 3,300 |
2024 | 2,200 | |
Equipment Payable, Net | $ 5,500 | $ 8,800 |
Equipment Payable (Details Narr
Equipment Payable (Details Narrative) - USD ($) | 12 Months Ended | |
May 31, 2022 | May 31, 2021 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Equipment Financing Payable | $ 5,500 | $ 8,800 |
Interest Expense | 6,536 | 6,078 |
Consultant [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Interest Expense | $ 500 | $ 500 |
Loans Payable (Details)
Loans Payable (Details) - USD ($) | May 31, 2022 | May 31, 2021 |
Guarantor Obligations [Line Items] | ||
Total | $ 156,300 | $ 156,300 |
Less: Current portion | (156,300) | (4,261) |
Non-current portion | 152,039 | |
Second Draw Paycheck Protection Program [Member] | ||
Guarantor Obligations [Line Items] | ||
Total | 6,300 | 6,300 |
Economic Injury Disaster Loan Program [Member] | ||
Guarantor Obligations [Line Items] | ||
Total | $ 150,000 | $ 150,000 |
Loans Payable (Details 1)
Loans Payable (Details 1) - USD ($) | May 31, 2022 | May 31, 2021 |
Debt Disclosure [Abstract] | ||
2023 | $ 156,300 | |
Total | $ 156,300 | $ 156,300 |
Loans Payable (Details Narrativ
Loans Payable (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Feb. 07, 2021 | May 18, 2020 | May 31, 2022 | May 31, 2021 | May 31, 2020 | |
Debt Instrument [Line Items] | |||||
Loan forgiveness | $ 10,000 | ||||
Grant awards received | 25,000 | ||||
Economic Injury Disaster Loan Program [Member] | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 150,000 | ||||
Interest rate | 3.75% | ||||
Periodic payments | $ 731 | ||||
Additional borrowings | 10,000 | ||||
Accrued interest | 11,684 | $ 5,923 | |||
Second Draw Paycheck Protection Program [Member] | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 6,300 | ||||
Interest rate | 1% | ||||
Accrued interest | $ 75 | 0 | |||
Paycheck Protection Program [Member] | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 12,900 | ||||
Gain on debt forgiveness | $ 13,020 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | 12 Months Ended |
May 31, 2022 $ / shares shares | |
Equity [Abstract] | |
Number of option outstanding, beginning | shares | |
Weighted average exercise price, beginning | $ / shares | |
Number of option outstanding, granted | shares | 5,300,000 |
Weighted average exercise price, granted | $ / shares | $ 0.09 |
Weighted average remaining term, granted | 9 years 11 months 1 day |
Number of option outstanding, exercised | shares | |
Weighted average exercise price, exercised | $ / shares | |
Number of option outstanding, ending | shares | 5,300,000 |
Weighted average exercise price, ending | $ / shares | $ 0.09 |
Weighted average remaining term | 9 years 11 months 1 day |
Unvested number of option | shares | (5,300,000) |
Unvested weighted average exercise price | $ / shares | $ 0.09 |
Unvested weighted average remaining term | 9 years 11 months 1 day |
Vested number of option | shares | |
Vested weighted average exercise price | $ / shares |
Note 9 _ Stockholders_ Equity_2
Note 9 – Stockholders’ Equity (Details Narrative) - USD ($) | 12 Months Ended | |||
May 31, 2022 | May 31, 2021 | Jun. 13, 2022 | May 10, 2022 | |
Subsequent Event [Line Items] | ||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||
Common Stock, Shares Authorized | 450,000,000 | 450,000,000 | ||
Preferred Stock, Shares Authorized | 300,000,000 | 300,000,000 | ||
Common Stock, Shares, Issued | 41,945,881 | 41,945,881 | ||
Common Stock, Shares, Outstanding | 41,945,881 | 41,945,881 | ||
Fair market value | $ 25,200 | |||
Number of option issued | 5,300,000 | |||
Exercise price | $ 0.09 | $ 0.09 | ||
Aggregate grant date fair value | $ 477,000 | |||
Stock-based compensation expense | $ 21,967 | $ 138,800 | ||
Risk free interest rate | 2.99% | |||
Expected life | 5 years 9 months | |||
Expected volatility | 447% | |||
Expected dividend | 0% | |||
Consultant [Member] | ||||
Subsequent Event [Line Items] | ||||
Shares issued during the period | 0 | |||
Shares issued for past services | 200,000 | |||
Fair market value | $ 16,000 | |||
Shares to be issued, value | $ 47,200 | |||
Shares to be issued, shares | 160,000 | |||
Consultant One [Member] | ||||
Subsequent Event [Line Items] | ||||
Shares issued for past services | 240,000 | |||
Fair market value | $ 50,400 | |||
Attorney [Member] | ||||
Subsequent Event [Line Items] | ||||
Shares issued for past services | 60,000 | |||
Fair market value | $ 25,200 | |||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | |||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | |||
Common Stock, Shares Authorized | 450,000,000 | |||
Preferred Stock, Shares Authorized | 300,000,000 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) | May 31, 2022 | May 31, 2021 |
Assets | ||
Right of use assets | $ 235,748 | $ 235,748 |
Accumulated reduction | (190,295) | (107,373) |
Operating lease assets, net | 45,453 | 128,375 |
Liabilities | ||
Lease liability | 235,748 | 235,748 |
Accumulated reduction | (188,582) | (103,947) |
Total lease liability, net | 47,166 | 131,801 |
Current portion | (47,166) | (84,635) |
Non-current portion | $ 47,166 |
Commitments and Contingencies_3
Commitments and Contingencies (Details 1) - USD ($) | May 31, 2022 | May 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
2023 | $ 48,831 | |
Total | 48,431 | |
Less: Imputed interest | (1,665) | |
Present value of lease liabilities | $ 47,166 | $ 131,801 |
Commitments and Contingencies_4
Commitments and Contingencies (Details Narrative) - USD ($) | 12 Months Ended | |
May 31, 2022 | May 31, 2021 | |
Loss Contingencies [Line Items] | ||
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 | |
Initial lease liability | 235,748 | |
Initial right of use asset | 235,748 | |
Lease expense | 94,235 | $ 94,235 |
Lease liability | 47,166 | 131,801 |
Right of use asset | $ 45,453 | $ 128,375 |
Discount rate | 12% | |
Accounts Payable [Member] | ||
Loss Contingencies [Line Items] | ||
Claim amount | $ 204,182 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | May 31, 2022 | May 31, 2021 |
Related Party Transactions [Abstract] | ||
Payable to officer | $ 25,452 | $ 54,304 |
Concentrations (Details)
Concentrations (Details) - Revenue Benchmark [Member] - Product Concentration Risk [Member] | 12 Months Ended | |
May 31, 2022 | May 31, 2021 | |
Shampoos and Conditioners [Member] | ||
Concentration Risk [Line Items] | ||
Total | 84% | 85% |
Ancillary Products [Member] | ||
Concentration Risk [Line Items] | ||
Total | 16% | 15% |
Product [Member] | ||
Concentration Risk [Line Items] | ||
Total | 100% | 100% |
Concentrations (Details Narrati
Concentrations (Details Narrative) | 12 Months Ended | |
May 31, 2022 USD ($) Customer Vendor | May 31, 2021 USD ($) Customer Vendor | |
Concentration Risk [Line Items] | ||
Cash, FDIC Insured Amount | $ 250,000 | |
Cash, Uninsured Amount | $ 123,871 | $ 224,395 |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Number of customers | Customer | 2 | 2 |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 31% | 34% |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer One [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 15% | 12% |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer Two [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 16% | 22% |
Revenue Benchmark [Member] | Geographic Concentration Risk [Member] | UNITED STATES | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 16% | 24% |
Revenue Benchmark [Member] | Geographic Concentration Risk [Member] | CANADA | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 14% | 19% |
Revenue Benchmark [Member] | Geographic Concentration Risk [Member] | ITALY | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 2% | 5% |
Revenue Benchmark [Member] | Product Concentration Risk [Member] | Hair Shampoo [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 10% | 11% |
Revenue Benchmark [Member] | Product Concentration Risk [Member] | Hair Shampoo And Conditioner [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 12% | 21% |
Revenue Benchmark [Member] | Product Concentration Risk [Member] | Introductorykit [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 25% | 38% |
Revenue Benchmark [Member] | Product Concentration Risk [Member] | Bundle Packs [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 29% | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Number of customers | Customer | 4 | 4 |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 74% | 83% |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer One [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 11% | 11% |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Two [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 12% | 12% |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Three [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 14% | 25% |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Four [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 37% | 35% |
Purchases [Member] | Product Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Number of vendors | Vendor | 4 | 3 |
Purchased inventories and products | $ 343,015 | $ 404,512 |
Purchases [Member] | Product Concentration Risk [Member] | Customer [Member] | ||
Concentration Risk [Line Items] | ||
Percentage of purchases | 97% | 89% |
Purchases [Member] | Product Concentration Risk [Member] | Vendors One [Member] | ||
Concentration Risk [Line Items] | ||
Percentage of purchases | 10% | 19% |
Purchases [Member] | Product Concentration Risk [Member] | Vendors Two [Member] | ||
Concentration Risk [Line Items] | ||
Percentage of purchases | 23% | 27% |
Purchases [Member] | Product Concentration Risk [Member] | Vendors Three [Member] | ||
Concentration Risk [Line Items] | ||
Percentage of purchases | 30% | 43% |
Purchases [Member] | Product Concentration Risk [Member] | Vendor Four [Member] | ||
Concentration Risk [Line Items] | ||
Percentage of purchases | 34% |
Income taxes (Details)
Income taxes (Details) - USD ($) | 12 Months Ended | |
May 31, 2022 | May 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Tax benefit computed at statutory rate of 21% | $ (38,410) | $ (65,529) |
State tax benefit of 9% | (15,289) | (25,626) |
True up to prior year tax return | (46,109) | 2,096 |
Non-deductible expenses: Stock-based compensation | 6,590 | 41,640 |
Non deductible expense: Other | 2,082 | 7,114 |
Non taxable: Covid related grants/loan forgiveness | 10,500 | 3,906 |
Increase (decrease) in valuation allowance | 101,636 | 41,211 |
Net income tax benefit |
Income taxes (Details 1)
Income taxes (Details 1) - USD ($) | May 31, 2022 | May 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryover | $ 452,824 | $ 351,188 |
Less: valuation allowance | (452,824) | (351,188) |
Net deferred tax asset |
Income taxes (Details Narrative
Income taxes (Details Narrative) - USD ($) | 12 Months Ended | |
May 31, 2022 | May 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Net Operating Loss Carryforward | $ 1,527,000 | |
Increase (decrease) in valuation allowance | $ 101,636 | $ 41,211 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - Axil [Member] | Jun. 16, 2022 USD ($) |
Subsequent Event [Line Items] | |
Purchase consideration | $ 4,007,480 |
Tangible assets acquired and liabilities assumed at preliminary fair value | |
Cash | 853,704 |
Accounts receivables | 412,026 |
Inventory | 1,523,947 |
Prepaid expenses | 1,861,075 |
Other assets | 50,893 |
Accounts payables | (285,865) |
Deferred revenues | (948,981) |
Other liabilities | (218,122) |
Net tangible assets acquired | 3,248,677 |
Identifiable intangible assets | |
Customer relationships | 68,000 |
Tradenames | 275,000 |
Website | 100,000 |
Total Identifiable intangible assets | 443,000 |
Consideration paid | 4,007,480 |
Total net assets acquired | 3,691,677 |
Preliminary goodwill purchased | $ 315,803 |
Subsequent Events (Details 1)
Subsequent Events (Details 1) | 12 Months Ended |
May 31, 2022 USD ($) $ / shares | |
Subsequent Events [Abstract] | |
Revenue | $ 18,356,862 |
Net Loss | $ (3,212,320) |
Loss per common share | $ / shares | $ (0.03) |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 1 Months Ended | |||
Jun. 16, 2022 | Jun. 13, 2022 | May 31, 2022 | May 31, 2021 | |
Subsequent Event [Line Items] | ||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||
Common Stock, Shares Authorized | 450,000,000 | 450,000,000 | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||
Preferred Stock, Shares Authorized | 300,000,000 | 300,000,000 | ||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | |||
Common Stock, Shares Authorized | 450,000,000 | |||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | |||
Preferred Stock, Shares Authorized | 300,000,000 | |||
Shares consideration | 323,183,893 | |||
Acquisition cost | $ 4,007,480 | |||
Acquisition price per share | $ 0.0124 | |||
Subsequent Event [Member] | Common Stock [Member] | ||||
Subsequent Event [Line Items] | ||||
Shares consideration | 73,183,893 | |||
Subsequent Event [Member] | Preferred Stock [Member] | ||||
Subsequent Event [Line Items] | ||||
Shares consideration | 250,000,000 | |||
Subsequent Event [Member] | Axil [Member] | ||||
Subsequent Event [Line Items] | ||||
Ownership Percentage | 4.68% | |||
Subsequent Event [Member] | Jeff Toghraie [Member] | ||||
Subsequent Event [Line Items] | ||||
Ownership Percentage | 22.33% |