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

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

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





Overview


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

Jumpstart Our Business Startups Act of 2012 ("JOBS Act")

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

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



                                      -2-

  Table of Contents

Results of Operations


For the Six months Ended November 30, 2021 Compared to the Six months Ended November 30, 2020

Sales for the six months ended November 30, 2021 and November 30, 2020 were $1,333,088 and $912,515, respectively. Sales for the six months ended November 30, 2021 increased by $420,573 or 46% over the same comparable period in 2020, primarily due to increase in sales generated from our direct to consumer and distribution sales.

Cost of sales consisted primarily of cost of product, freight-in costs, distribution and merchant fees. Cost of sales for the six months ended November 30, 2021 and November 30, 2020 was $476,696 and $384,087 respectively. Cost of sales as a percentage of sales for the six months ended November 30, 2021 and November 30, 2020 was 36% and 42%, respectively. Cost of sales as a percentage of sales decreased in 2021 for the respective periods as compared to the same comparable periods in 2020 primarily due to our continued expansion in the direct sales to consumer segment, which has higher profit margins. This reduction in cost of sales was countered by significant increase in freight-out costs due to the increased number of shipments in the direct sales to consumer sales and higher freight in cost due to supply chain constraints.

Gross profit for the six months ended November 30, 2021 and November 30, 2020 was $856,392 and $528,428 respectively. Gross profit as a percentage of sales for the six months ended November was 64% as compared to 58% for the same comparable period in 2020. The increase in gross profit for the six months ended November 30, 2021 was primarily attributable to the increase sales of products in the traditionally higher margin direct to consumer segment.

Operating expenses consisted of marketing and selling expenses, professional and consulting fees, compensation to employees and other general and administrative expenses. Operating expenses for the six months ended November 30, 2021 and November 30, 2020 were $876,103 and $541,910, respectively. Operating expenses for the six months ended November 30, 2021 increased in amount by $334,193 or 62% over the comparable period in 2020. This increase is primarily due to increase in marketing and advertising expense to promote the Company's product line and brand in the direct- to-consumer channels and higher shipping charges. Operating expenses as a percentage of sales for the six months ended November 30, 2021 and November 30, 2020 were 66% and 59%, respectively.

Other income (expense) consisted of gain on loan forgiveness, interest income, interest expense and other finance charges. Interest income for the six months ended November 30, 2021 and November 30, 2020 was $18 and $19, respectively. Interest expense and finance changes for the six months ended November 30, 2021 and November 30, 2020 were $3,145 and $2,703, respectively, primarily due to interest expense related to business credit card financing charges. The Company also received $25,000 pursuant to covid relief grant fund and $10,000 as EIDL loan forgiveness.

As a result of the above, we reported a net profit of $12,162 compared to a net loss of $16,166 for the six months ended November 30, 2021 and November 30, 2020, respectively.

For the Three months Ended November 30, 2021 Compared to the Three months Ended November 30, 2020

Sales for the three months ended November 30, 2021 and November 30, 2020 were $493,816 and $644,061, respectively. Sales for the three months ended November 30, 2021 decreased by $150,245 or 23% over the same comparable period in 2020, primarily due to decrease in sales generated from our distribution channel as a result of supply chain disruptions.


                                      -3-

Table of Contents

Cost of sales consisted primarily of cost of product, freight-in costs, distribution and merchant fees. Cost of sales for the three months ended November 30, 2021 and November 30, 2020 was $112,800 and $247,828 respectively. Cost of sales as a percentage of sales for the three months ended November 30, 2021 and November 30, 2020 was 23% and 38%, respectively. Cost of sales as a percentage of sales decreased in 2021 for the respective periods as compared to the same comparable periods in 2020 primarily due to our continued expansion in the direct sales to consumer segment, which has higher profit margins. This reduction in cost of sales was countered by significant increase in freight-out costs due to the increased number of shipments in the direct sales to consumer sales and higher freight in cost due to supply chain constraints.

Gross profit for the three months ended November 30, 2021 and November 30, 2020 was $381,016 and $396,233 respectively. Gross profit as a percentage of sales for the three months ended November 30, 2021, was 77% as compared to 62% for the same comparable period in 2020. The increase in gross profit for the three months ended November 30, 2021 was primarily attributable to the increase in sales of products in the traditionally higher margin direct to consumer segment.

Operating expenses consisted of marketing and selling expenses, professional and consulting fees, compensation to employees and other general and administrative expenses. Operating expenses for the three months ended November 30, 2021 and November 30, 2020 were $386,253 and $341,675, respectively. Operating expenses for the three months ended November 30, 2021 increased in amount by $44,578 or 13% over the comparable period in 2020. This increase is primarily due to increase in marketing and advertising expense to promote the Company's product line and brand in the direct-to-consumer channels and due to increase in delivery charges. Operating expenses as a percentage of sales for the three months ended November 30, 2021 and November 30, 2020 were 78% and 53%, respectively.

Other income (expense) consisted of covid relief fund, interest income, interest expense and other finance charges. Interest income for the three months ended November 30, 2021 and November 30, 2020 was $7 and $12, respectively. Interest expense and finance changes for the three months ended November 30, 2021 and November 30, 2020 were $1,569 and $1,467, respectively, primarily due to interest expense related to business credit card financing charges. The Company received $10,000 in EIDL loan forgiveness and $25,000 as CA relief, pursuant to covid relief activities.

As a result of the above, we reported a net income of $28,201 and $53,103 for the three months ended November 30, 2021 and November 30, 2020, respectively.

Liquidity and Capital Resources

We are an emerging growth company and currently engaged in our initial product sales and development. We have an accumulated deficit and have incurred operating losses since our inception and expect losses to continue during the fiscal year 2022. We believe our current cash balances coupled with anticipated cash flow from operating activities will be sufficient to meet our working capital requirements in the short term. We continue to control our cash expenses as a percentage of expected revenue on an annual basis and thus may use our cash balances in the short-term to invest in revenue growth. We have and will continue to generate sufficient cash for our operational needs, including any required debt payments, for at least one year from the date of issuance of the accompanying financial statements. Management is focused on growing the Company's existing products offering, as well as its customer base, to increase its revenues. The Company cannot give assurance that it can increase its cash balances or limit its cash consumption and thus maintain sufficient cash balances for its planned operations or future acquisitions. Future business demands may lead to cash utilization at levels greater than recently experienced. We may need to raise additional capital in the future. However, the Company cannot assure that it will be able to raise additional capital on acceptable terms, or at all. Subject to the foregoing, management believes that the Company has sufficient capital and liquidity to fund its operations for at least one year from the date of issuance of the accompanying financial statements.



                                      -4-

  Table of Contents

Cash Flows



Operating Activities



Net cash flows used in operating activities for the six months ended November 30, 2021 was $28,060, attributable to a net income of $12,162, depreciation of $4,475, bad debt expense of $2,316, gain on debt forgiveness of $35,000 and net change in operating assets and liabilities of $12,013 primarily due to decrease in accounts receivable and inventory, offset by a decrease in accounts payable and accrued expenses, customer deposits and an increase in prepaid expenses. Net cash flows provided by operating activities for the six months ended November 30, 2020 was $161,059, attributable to a net loss of $16,166, depreciation of $5,276, bad debts expense of $574, stock based compensation expense of $16,000, non-cash lease expense of $1,713, and net change in operating assets and liabilities of $153,662 primarily due to a decrease in accounts receivable, prepaid expenses and other current assets and increase in accounts payable and accrued expenses, offset by an increase in inventory and decrease in customer deposits.





Investing Activities



Net cash flows used by investing activities for the six months ended November 30, 2021 and November 30, 2020 was $0 and $15,408 respectively, attributable to purchase of property and equipment during the six-month period ended November 30, 2020.





Financing Activities



Net cash flows provided by financing activities for the six months ended November 30, 2021 and 2020, amounted to $11,973 and $24,816, respectively. For the six months ended November 30, 2021, we received $35,000 in covid relief loan funds, we repaid advances from a related party of $21,377 and repaid $1,650 towards equipment financing. For the six months ended November 30, 2020, we received advances from a related party of $26,466, and repaid $1,650 towards equipment financing.

As a result of the activities described above, we recorded a net decrease in cash of $16,087 for the six months ended November 30, 2021 and an increase in cash of $170,467 for the six months ended November 30, 2020.

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

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

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

Off-Balance Sheet Arrangements

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



                                      -5-

  Table of Contents

Critical Accounting Policies


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

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

Significant Accounting Policies

See the footnotes to our unaudited financial statements for the six months ended November 30, 2021, included with this quarterly report.





Impact of COVID-19


For over one year, the effects of a new coronavirus ("COVID-19") and related actions to attempt to control its spread began to impact our business. The impact of COVID-19 on our operating results for the six months ended November 30, 2021 was limited, in all material respects, on our sales in Europe and in China where the Chinese government mandated numerous measures, including closures of businesses, limitations on movements of individuals and goods, and the imposition of other restrictive measures, in its efforts to mitigate the spread of COVID-19 within the country.

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

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

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



                                      -6-

Table of Contents

© Edgar Online, source Glimpses