Amended Quarterly Report (10-q/a)
February 20 2019 - 10:51AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
10-Q/A
Amendment No. 1
(Mark
One)
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the quarterly period ended November 30, 2018
☐
TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from _____________ to _____________
Commission
File Number: 333-220846
Reviv3
Procare Company
(Exact
Name of Registrant as Specified in Its Charter)
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Delaware
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47-4125218
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(State
or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S.
Employer
Identification No.)
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9480
Telstar Avenue., Unit 5, El Monte, CA
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90211
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(Address
of Principal Executive Office)
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(Zip
Code)
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(888)
638-8883
(Registrant’s
Telephone Number, Including Area Code)
(Former
name, former address and former fiscal year, if changed since last report)
Indicate
by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large
accelerated filer
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☐
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Accelerated
filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☒
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(Do not check if a smaller
reporting company)
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Emerging growth company
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☒
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If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
No ☒
As of January 14, 2019, there were 41,277,547
shares of the registrant’s common stock, $0.0001 par value, outstanding.
EXPLANATORY NOTE
Reviv3 Procare Company (the “Company”)
is filing this Amendment No. 1 on Form 10-Q/A (this “Amendment”) to its Quarterly Report on Form 10-Q for the period
ended November 30, 2018 (the “Original Report”), which was filed with the Securities and Exchange Commission (the “SEC”)
on January 14, 2019, solely for the purpose of correcting the disclosures in Item 4 – Controls and Procedures, that were
previously filed with the Original Report. The Company is amending its Original Report in response to comments received from the
staff of the SEC on February 7, 2019.
This Amendment
does not change the previously reported financial statements or, except as expressly described in the prior paragraph, any of the
other disclosures contained in the Original Report. This Amendment speaks as of the original filing date of the Original Report
and does not reflect any events that occurred at a date subsequent to the filing of the Original Report or modify or update those
disclosures therein in any way. Accordingly, this Amendment should be read in conjunction with the Company’s filings
made with the SEC subsequent to the filing of the Original Report.
As
required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by the
Company’s principal executive officer and principal financial officer are being filed herewith as exhibits to this
Amendment (Exhibit 31.1 and Exhibit 31.2). The Company is not including certifications pursuant to Section 1350 of
Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as no financial statements are being
filed with this Amendment.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure controls end procedures
We maintain "disclosure
controls and procedures,” as that term is defined in Rule 13a-15(e), promulgated by the SEC pursuant to the Securities Exchange
Act of 1934, as amended (the "Exchange Act"). Disclosure controls and procedures include controls and procedures designed
to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized
and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated end communicated
to our management, including the principal executive officer and principal financial officer, to allow timely decisions regarding
required disclosure. Our management, with the participation of the principal executive officer and principal financial officer,
evaluated our disclosure controls and procedures as of the end of the period covered by this quarterly report on Form 10-Q. Based
on this evaluation, our principal executive officer and principal financial officer concluded that as of November 30, 2018, our
disclosure controls and procedures were not effective due to material weaknesses in our internal control over financial reporting.
The ineffectiveness
of our internal control over financial reporting was due to the following material weaknesses in our internal control over financial
reporting which we identified and previously reported in the Annual Report on Form 10-K for the year ended May 31, 2018: (1) insufficient
number of qualified accounting personnel governing the financial close and reporting process, (2) lack of independent directors,
and (3) lack of proper segregation of duties.
We expect to be
materially dependent upon third parties to provide us with accounting and consulting services for the foreseeable future. We believe
this will be sufficient to remediate the material weaknesses related to our accounting discussed above. We plan to recruit independent
directors in the near future to oversee, establish and maintain adequate internal controls over financial reporting. Until such
time as we have a chief financial officer with the requisite expertise in U.S. GAAP, there are no assurances that the material
weaknesses in our disclosure controls and procedures will not result in errors in our financial statements which could lead to
a restatement of those financial statements. A material weakness is a deficiency or a combination of control deficiencies in internal
control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim
financial statements will not be prevented or detected on a timely basis.
Changes in internal control over
financial reporting
There were no changes in our internal
control over financial reporting during the quarter ended November 30, 2018 that have materially affected, or are reasonably likely
to materially affect, our internal control over financial reporting.
ITEM
6. EXHIBITS
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
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Reviv3 Procare
Company
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Date:February
20, 2019
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By:
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/s/
Jeff Toghraie
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Jeff Toghraie
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Chief Executive Officer and
Chief Financial Officer
(Principal Executive Officer,
and Principal Financial Officer)
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