UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(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, 20172022

OR

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: 333-220846000-56351

Reviv3 Procare Company

(Exact Name of Registrant as Specified in Its Charter)

Delaware47-4125218
(State or Other Jurisdiction of

Incorporation or Organization)
(I.R.S. Employer

Identification No.)
9480 Telstar Avenue.901 Fremont Avenue, Unit 5, El Monte, 158 And Unit 168, Alhambra, CA9021191803
(Address of Principal Executive Office)Offices)(Zip Code)

(888)638-8883

(Registrant’s Telephone Number, Including Area Code)

9480 Telstar Avenue, Suite 5, El Monte, California91731

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading symbol(s)Name of each exchange on which registered
NoneN/AN/A

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 (§232.405 of this chapter) 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, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

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

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 12, 2018,10, 2023, there were 40,505,047116,858,340 shares of the registrant’s common stock, $0.0001 par value, outstanding.

 

 


 

REVIV3 PROCARE COMPANY

INDEX

Page
PART I - FINANCIAL INFORMATION
Item 1.Financial Statements1
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations2
Item 3.Quantitative and Qualitative Disclosures About Market Risk57
Item 4.Controls and Procedures57
PART II - OTHER INFORMATION
Item 1.Legal Proceedings68
Item 1A.Risk Factors68
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds68
Item 3.Defaults Upon Senior Securities68
Item 4.Mine Safety Disclosures68
Item 5.Other Information68
Item 6.Exhibits69
Signatures710

 

-i-

 

FORWARD-LOOKING STATEMENTS

Except for any historical information contained herein, the matters discussed in this quarterly report on Form 10-Q contain certain “forward-looking statements’’statements” within the meaning of the federal securities laws. This includesThese forward-looking statements represent our expectations, beliefs, intentions or strategies concerning future events, including, but not limited to, any statements regarding our future financial position, economic performance, results of operations, business strategy, budgets, projected costs, the sufficiency of our cash balances for future liquidity and capital resource needs, plans and objectives of management for future operations, and the information referred to under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

These forward-looking statements generally can be identified by the use of forward-looking terminology, such as “may,’’ “will,’’ “expect,’’ “intend,’’ “estimate,’’ “anticipate,’’ “believe,’’ “continue’’” “should,” “could,” “would,” “will likely result”, “project,” “continue” or similar terminology, although not all forward-looking statements contain these words.words, and any statements contained in this quarterly report on Form 10-Q that are not statements of historical fact may be deemed to be forward-looking statements. Furthermore, such forward-looking statements speak only as of the date of this Form 10-Q. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, you are cautioned that any such forward-looking statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Although we believe that the expectations reflected in such forward-looking statements are reasonable as of the date made, expectationsactual results may provediffer materially depending on a variety of important factors including, among others: the duration of the COVID-19 pandemic and its effect on our business operations, financial results and financial position and on the industries in which we operate and the global economy generally, as well as the potential impact on our vendors in China; the impact of unstable market and general economic conditions on our business, financial condition and stock price, including inflationary cost pressures, decreased discretionary consumer spending, supply chain disruptions and constraints, labor shortages, ongoing economic disruption, including the effects of the Ukraine-Russia conflict and ongoing impact of COVID-19, and other downturns in the business cycle or the economy, such as potential recession; our financial performance and liquidity, including our ability to successfully generate sufficient revenue to support our operations; our ability to raise additional funds or obtain other forms of financing on acceptable terms, or at all; our ability to repay our outstanding loans; our ability to successfully implement and achieve all anticipated benefits from our restructuring, simplification and modernization initiatives; risks related to our operations and international markets, such as fluctuations in currency exchange rates, different regulatory environments, trade barriers and sanctions, exchange controls, and social and political instability; changes in the regulatory environment in which we operate, including environmental, health and safety regulations, including those related to climate change; our ability to protect and defend our intellectual property; continuity and security of information technology infrastructure and the potential impact of cybersecurity breaches or disruptions to our management information systems; competition; our ability to retain our management and employees and the potential impact of ongoing labor shortages; demands on management resources; availability and cost of the raw materials we use to manufacture our products, including the impacts of inflationary cost pressures and ongoing supply chain disruptions and constraints, which have been, materially different fromand may continue to be, exacerbated by the results expressedRussia-Ukraine conflict and the COVID-19 pandemic; additional tax expenses or impliedexposures; product liability claims; the potential outcome of any legal or regulatory proceedings; integrating acquisitions and achieving the expected savings and synergies, including our recent acquisition of hearing protection and ear bud businesses; global or regional catastrophic events, including the effects of natural disasters, which may be worsened by such forward-looking statements. Important factors that may cause actual resultsthe impact of climate change; demand for and market acceptance of our products, as well as our ability to differ from projections include, for example:successfully anticipate consumer trends; business divestitures; labor relations; the potential impact of environmental, social and governance matters; and implementation of environmental remediation matters.

the success or failure of management’s efforts to implement our business plan;
our ability to fund our operating expenses;
our ability to compete with other companies that have a similar business plan;
the effect of changing economic conditions impacting our plan of operation; and
our ability to meet the other risks as may be described in future filings with the Securities and Exchange Commission (the “SEC”).

Unless otherwise required by law, we also disclaim anyWe do not assume the obligation to update our view of any such risks or uncertainties or to announce publicly the result of any revisions to the forward-looking statements made in this quarterly report on Form 10-Q.statement, except as required by applicable law.

When considering these forward-looking statements, you should keep in mind the cautionary statements in this quarterly report on Form 10-Q and in our other filings with the SEC.SEC, including our Annual Report on Form 10-K for the year ended May 31, 2022. We cannot assure you that the forward-looking statements in this quarterly report on Form 10-Q will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may prove to be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time-frame,timeframe, or at all.

 

-ii-

 

PART I -1 – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

REVIV3 PROCARE COMPANY AND SUBSIDIARY

INDEX TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOVEMBER 30, 20172022

UNAUDITED


CONTENTS

Financial Statements:
Consolidated Balance Sheets - As of November 30, 20172022 (Unaudited) and May 31, 20172022F-1
StatementConsolidated Statements of Operations for- For the three and six months ended November 30, 20172022 and 20162021 (Unaudited)F-2
StatementConsolidated Statements of Changes in Stockholders’ Equity - For the three and six months ended November 30, 2022 and 2021 (Unaudited)F-3
Consolidated Statements of Cash Flows for– For the six months ended November 30, 20172022 and 20162021 (Unaudited)F-3F-4
Condensed Notes to Unaudited Consolidated Financial StatementsF-4F-5

 

1

-1-

 


REVIV3 PROCARE COMPANY AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

 November 30, May 31,         
 2017 2017  November 30,
2022
 May 31,
2022
 
 (Unaudited)    (Unaudited)   
          
ASSETS             
CURRENT ASSETS:             
Cash $347,880  $416,873  $4,018,170  $373,731 
Accounts receivable, net  16,882   32,703   791,325   105,921 
Inventory  364,265   129,794 
Advance to suppliers  21,784   16,135 
Inventory, net  2,113,678   323,388 
Prepaid expenses and other current assets  4,116   18,089   380,095   - 
                
Total Current Assets  754,927   613,594   7,303,268   803,040 
                
OTHER ASSETS:                
Property and equipment, net  6,519   7,255   159,627   29,145 
Deposits  14,849   14,849 
Intangible assets, net  421,423   - 
Right of use asset  -   45,453 
Other assets  20,087   16,277 
Goodwill  2,152,215   - 
                
Total Other Assets  21,368   22,104   2,753,352   90,875 
                
TOTAL ASSETS $776,295  $635,698  $10,056,620  $893,915 
                
LIABILITIES AND STOCKHOLDERS’ EQUITY                
                
CURRENT LIABILITIES:                
Accounts payable and accrued expenses $103,214  $62,968 
Customer deposits  45,014   20,246 
Accounts payable $1,322,240  $435,713 
Contract liabilities- current  817,606   - 
Notes payable  208,688   156,300 
Due to related party  210   -   136,844   25,452 
Other current liabilities  1,450,495   89,538 
                
Total Current Liabilities  148,438   83,214   3,935,873   707,003 
                
LONG TERM LIABILITIES:        
Equipment payable  450   2,200 
Contract liabilities- long term  573,483   - 
        
Total Long Term Liabilities  573,933   2,200 
        
Total Liabilities  148,438   83,214   4,509,806   709,203 
                
Commitments and contingencies (see Note 7)        
Commitments and contingencies (see Note 10)  -   - 
                
STOCKHOLDERS’ EQUITY:                
Preferred stock, $0.0001 par value; 20,000,000 shares authorized; none issued and outstanding  -   - 
Common stock, $0.0001 par value: 100,000,000 shares authorized; 40,505,047 and 39,679,047 shares issued and outstanding as of November 30, 2017 and May 31, 2017 respectively  4,050   3,968 
Preferred stock, $0.0001 par value; 300,000,000 shares authorized; 250,000,000 and none shares issued and outstanding as of November 30 and May 31, 2022, respectively  25,000   - 
Common stock, $0.0001 par value: 450,000,000 shares authorized; 116,556,165 and 41,945,881 shares issued, issuable and outstanding as of November 30 and May 31, 2022, respectively  11,656   4,195 
Additional paid-in capital  4,997,462   4,694,144   9,899,298   5,472,084 
Accumulated deficit  (4,373,655)  (4,145,628)  (4,389,140)  (5,291,567)
                
Total Stockholders’ Equity  627,857   552,484   5,546,814   184,712 
                
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $776,295  $635,698  $10,056,620  $893,915 

 

See accompanying notes to these unaudited consolidated financial statements.

F-1

F-1

 

REVIV3 PROCARE COMPANY AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)FOR THE THREE AND SIX MONTHS ENDED NOVEMBER 30, 2022 AND 2021

(UNAUDITED)

  For the Three Months Ended  For the Six Months Ended 
  November 30,  November 30, 
  2017  2016  2017  2016 
             
Sales $135,909  $140,341  $247,154  $306,478 
                 
Cost of sales  67,618   59,159   112,123   128,850 
                 
Gross profit  68,291   81,182   135,031   177,628 
                 
OPERATING EXPENSES:                
Marketing and selling expenses  25,257   36,672   37,864   59,156 
Compensation and related taxes  6,816   14,157   12,422   41,861 
Professional and consulting expenses  88,545   75,740   207,255   204,700 
General and administrative  47,956   65,050   103,468   95,380 
                 
Total Operating Expenses  168,574   191,619   361,009   401,097 
                 
LOSS FROM OPERATIONS  (100,283)  (110,437)  (225,978)  (223,469)
                 
OTHER INCOME (EXPENSE):                
Interest income  27   -   57   - 
Interest expense  (1,042)  -   (2,106)  - 
                 
Other Income (Expense), Net  (1,015)  -   (2,049)  - 
                 
LOSS BEFORE PROVISION FOR INCOME TAXES  (101,298)  (110,437)  (228,027)  (223,469)
                 
Provision for income taxes  -   -   -   - 
                 
NET LOSS $(101,298) $(110,437) $(228,027) $(223,469)
                 
NET LOSS PER COMMON SHARE - Basic and diluted $(0.00) $(0.00) $(0.01) $(0.01)
                 
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:                
Basic and diluted  40,262,456   38,180,611   40,011,490   38,196,779 

                 
  For the Three Months Ended  For the Six Months Ended 
  November 30,  November 30,  November 30,  November 30, 
  2022  2021  2022  2021 
             
Sales $6,731,999  $493,816  $10,969,357  $1,333,088 
                 
Cost of sales  1,692,965   112,800   2,647,669   476,696 
         
Gross profit  5,039,034   381,016   8,321,688   856,392 
         
OPERATING EXPENSES:                
Marketing and selling expenses  3,098,898   269,051   5,076,874   620,673 
Compensation and related taxes  509,339   777   790,027   11,608 
Professional and consulting expenses  213,205   55,686   679,655   119,554 
General and administrative  232,597   60,739   590,736   124,268 
                 
Total Operating Expenses  4,054,039   386,253   7,137,292   876,103 
         
INCOME (LOSS) FROM OPERATIONS  984,995   (5,237)  1,184,396   (19,711)
                 
OTHER INCOME (EXPENSE):                
Gain on debt settlement  -   35,000   50,500   35,000 
Interest income  4,704   7   6,541   18 
Interest expense and other finance charges  (1,755)  (1,569)  (3,213)  (3,145)
                 
Other Income (Expense), Net  2,949   33,438   53,828   31,873 
                 
INCOME BEFORE PROVISION FOR INCOME TAXES  987,944   28,201   1,238,224   12,162 
                 
Provision for income taxes  261,044   -   335,797   - 
                 
NET INCOME $726,900  $28,201  $902,427  $12,162 
                 
NET INCOME PER COMMON SHARE:                
Basic $0.01  $0.00  $0.01  $0.00 
Diluted $0.00  $0.00  $0.00  $0.00 
                 
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:                
Basic  115,226,893   41,945,881   108,779,476   41,945,881 
Diluted  368,933,486   41,945,881   341,429,203   41,945,881 

 

See accompanying notes to these unaudited consolidated financial statements.

F-2

F-2

 

REVIV3 PROCARE COMPANY AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWSCHANGES IN STOCKHOLDERS’ EQUITY

(Unaudited)FOR THE THREE AND SIX MONTHS ENDED NOVEMBER 30, 2022 AND 2021

(UNAUDITED)

  For the Six Months Ended 
  November 30, 
  2017  2016 
       
CASH FLOWS FROM OPERATING ACTIVITIES      
Net loss $(228,027) $(223,469)
Adjustments to reconcile net loss to net cash used in operating activities:        
Depreciation  1,204   367 
Bad debts  1,204   - 
Stock based compensation  30,973   106,811 
Change in operating assets and liabilities:        
Accounts receivable  14,617   (11,258)
Inventory  (234,471)  26,191 
Advance to suppliers  (5,649)  (2,714)
Prepaid expenses and other current assets  3,000   - 
Deposits  -   (6,349)
Accounts payable and accrued expenses  40,246   (21,942)
Customer deposits  24,768   (21,504)
         
NET CASH USED IN OPERATING ACTIVITIES  (352,135)  (153,867)
         
CASH FLOWS FROM INVESTING ACTIVITIES        
Purchase of property and equipment  (468)  - 
         
NET CASH USED IN INVESTING ACTIVITIES  (468)  - 
         
CASH FLOWS FROM FINANCING ACTIVITIES        
Issuance of common stock for cash  283,400   70,000 
Note payable from related party  -   675,000 
Repayment of note payable to related party  -   (675,000)
Advances from a related party  210   - 
         
NET CASH PROVIDED BY FINANCING ACTIVITIES  283,610   70,000 
         
NET DECREASE IN CASH  (68,993)  (83,867)
         
CASH - Beginning of period  416,873   369,696 
         
CASH - End of period $347,880  $285,829 
         
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:        
Cash paid during the period for:        
Interest $-  $- 
Income taxes $-  $- 
         
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:        
Issuance of common stock for prepaid services $20,000  $- 

For the six months ended November 30, 2022

                             
     Common Stock  Additional     Total 
  Preferred Stock  Issued And Issuable  Paid-in  Accumulated  Stockholders’ 
  Shares  Amount  Shares  Amount  Capital  Deficit  Equity 
Balance, May 31, 2022  -  $-   41,945,881  $4,195  $5,472,084  $(5,291,567) $184,712 
                             
Shares issued for acquisition of business  250,000,000   25,000   73,183,893   7,318   3,975,162   -   4,007,480 
                             
Stock options expense  -   -   -   -   124,145   -   124,145 
                             
Shares to be issued for cash  -   -   1,426,391   143   327,907   -   328,050 
                             
Net income for the six months ended November 30, 2022  -   -   -   -   -   902,427   902,427 
                             
Balance, November 30, 2022  250,000,000  $25,000   116,556,165  $11,656  $9,899,298  $(4,389,140) $5,546,814 

For the three months ended November 30, 2022

     Common Stock  Additional     Total 
  Preferred Stock  Issued And Issuable  Paid-in  Accumulated  Stockholders’ 
  Shares  Amount  Shares  Amount  Capital  Deficit  Equity 
Balance, August 31, 2022  250,000,000  $25,000   115,129,774  $11,513  $9,544,529  $(5,116,040) $4,465,002 
                             
Stock options expense  -   -   -   -   26,862   -   26,862 
                             
Shares to be issued for cash  -   -   1,426,391   143   327,907   -   328,050 
                             
Net income for the three months ended November 30, 2022  -   -   -   -   -   726,900   726,900 
                             
Balance, November 30, 2022  250,000,000  $25,000   116,556,165  $11,656  $9,899,298  $(4,389,140) $5,546,814 

 

For the six months ended November 30, 2021

     Common Stock  Additional     Total 
  Preferred Stock  Issued And Issuable  Paid-in  Accumulated  Stockholders’ 
  Shares  Amount  Shares  Amount  Capital  Deficit  Equity 
Balance, May 31, 2021  -  $-   41,945,881  $4,195  $5,450,117  $(5,108,664) $345,648 
                             
Net income for the six months ended November 30, 2021  -   -   -   -   -   12,162   12,162 
                             
Balance, November 30, 2021  -  $-   41,945,881  $4,195  $5,450,117  $(5,096,502) $357,810 

For the three months ended November 30, 2021

     Common Stock  Additional     Total 
  Preferred Stock  Issued And Issuable  Paid-in  Accumulated  Stockholders’ 
  Shares  Amount  Shares  Amount  Capital  Deficit  Equity 
Balance, August 31, 2021  -  $-   41,945,881  $4,195  $5,450,117  $(5,124,703) $329,609 
                             
Net income for the three months ended November 30, 2021  -   -   -   -   -   28,201   28,201 
                             
Balance, November 30, 2021  -  $-   41,945,881  $4,195  $5,450,117  $(5,096,502) $357,810 

See accompanying notes to these unaudited consolidated financial statements.

F-3

F-3

 

REVIV3 PROCARE COMPANY AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED NOVEMBER 30, 2022 AND 2021

(UNAUDITED)

         
  2022  2021 
       
CASH FLOWS FROM OPERATING ACTIVITIES        
Net income $902,427  $12,162 
Adjustments to reconcile net income to net cash provided by (used in) operating activities:        
Depreciation and amortization  43,015   4,475 
Bad debts  105,975   2,316 
Deposit used in rent  8,385   - 
Stock based compensation  124,145   - 
Gain on debt settlement  (50,500)  (35,000)
Amortization of prepaid expense  3,159   - 
Change in operating assets and liabilities:        
Accounts receivable  (563,594)  2,707 
Inventory  (447,830)  149,231 
Prepaid expenses and other current assets  (243,010)  (12,655)
Deposits  (12,195)  - 
Accounts payable  651,365   (60,745)
Other current liabilities  1,327,096   (90,551)
Contract liabilities  347,757   - 
         
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES  2,196,195   (28,060)
         
CASH FLOWS FROM INVESTING ACTIVITIES        
Cash acquired on business acquisition  1,066,414   - 
Purchase of intangible assets  -    - 
Purchase of property and equipment  (54,400)  - 
         
NET CASH PROVIDED BY INVESTING ACTIVITIES  1,012,014   - 
         
CASH FLOWS FROM FINANCING ACTIVITIES        
Cash raised for common stock to be issued  328,050   - 
Proceeds from loan payable  -   35,000 
Repayment of equipment financing  (1,750)  (1,650)
Repayment of note payable  (1,462)  - 
Advances from (repayment to) related parties, net  111,392   (21,377)
         
NET CASH PROVIDED BY FINANCING ACTIVITIES  436,230   11,973 
         
NET INCREASE (DECREASE) IN CASH  3,644,439   (16,087)
         
CASH - Beginning of period  373,731   496,937 
         
CASH - End of period $4,018,170  $480,850 
         
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:        
Cash paid during the period for:        
Interest $250  $500 
Income taxes $-  $- 
         
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:        
Stock issued for asset purchase agreement $4,007,480  $- 

See accompanying notes to these unaudited consolidated financial statements.

F-4

REVIV3 PROCARE COMPANY AND SUBSIDIARY

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOVEMBER 30, 20172022

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.”

On June 16, 2022, the Company completed the acquisition of (i) the hearing protection business of Axil & Associated Brands Corp., a Delaware corporation (“Axil”), consisting of ear plugs and ear muffs, and (ii) Axil’s ear bud business, pursuant to the Asset Purchase Agreement dated May 1, 2022 and amended on June 15, 2022 and September 8, 2022, by and among the Company and its subsidiary Reviv3 Acquisition Corporation, Axil and certain stockholders of Axil. The acquired business constituted substantially all of the business operations of Axil but did not include Axil’s hearing aid line of business.

The Company is utilizing the Axil assets to expand into the hearing enhancement business through its newly incorporated subsidiary.

Note 2 –Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited consolidated financial statements for the six months ended November 30, 2017 and 2016 have been prepared by us pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of the management, all adjustments necessary to present fairly our financial position, results of operations, and cash flows as of November 30, 20172022, and 2016,2021, and for the periods then ended, have been made. Those adjustments consist of normal and recurring adjustments. Certain information and note disclosures normally included in our annual consolidated financial statements prepared in accordance with generally accepted accounting principles have been or omitted. The unaudited consolidated financial statements should be read in conjunction with the auditedconsolidated financial statements as of and notes thereto included in the Company’s annual report on Form 10-K for the year ended May 31, 2017 and footnotes thereto included in the Company’s Report on Form S-1/A filed with the SEC on December 1, 2017.2022. The results of operations for the three and six months ended November 30, 20172022 are not necessarily indicative of the results to be expected for the full year.

Going ConcernPrinciples of Consolidation

As reflected in the accompanyingThe consolidated financial statements include Reviv3 Procare Company and its wholly owned subsidiary. All intercompany balances and transactions have been eliminated in consolidation.

Risk and Uncertainty Concerning COVID-19 Pandemic

In March 2020, the Company hasWorld Health Organization declared the outbreak of a net loss and net cash used in operations of $228,027 and $352,135, respectively, for the six months ended November 30, 2017.  Additionally the Company has an accumulated deficit of $4,373,655 at November 30, 2017. These factors raise substantial doubt about the Company’s ability to continuenovel coronavirus (COVID-19) as a going concernpandemic which continues to impact the United States and the World. We continue to monitor 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 12 months fromtime. Most of these facilities have been reopened since July 2020, although some later shut down for periods of time due to COVID-19 restrictions. Depending on the issuanceprogression of the outbreak, our ability to obtain necessary supplies and ship finished products to customers has been, and may continue to 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 our 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 this report.these consolidated financial statements. The ability of the Company to continue as a going concern is dependent on the Company’s ability to implement its business plan, raise capital, and generate sufficient revenue; however, the Company’s cash position may not be sufficient to support its daily operations. Management intends to raise additional funds by way of a private or public offering. While the Company believes in the viability of its strategy to further implement its business plan and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect. Theaccompanying consolidated financial statements do not include any adjustments relatedthat 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 7 – Notes Payable.

F-5

REVIV3 PROCARE COMPANY AND SUBSIDIARY

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOVEMBER 30, 2022

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

Liquidity and Capital Resources

We are an emerging growth company and currently engaged in our product sales and development. We have an accumulated deficit and have incurred operating losses in the past. We currently expect to earn net income during the current fiscal year 2023. We believe our current cash balances coupled with anticipated cash flow from operating activities will be sufficient to meet our working capital requirements. We intend to 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. As a result of the acquisition of Axil’s assets, we have generated and expect we 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 consolidated 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 including those resulting from the purchase of Axil’s assets in June 2022, will likely lead to cash utilization at levels greater than recently experienced. We have recently raised capital through the sale of common stock and may need or choose to raise additional capital in the future. However, the Company cannot provide any assurance that it will be able to raise additional capital on acceptable terms, or at all. Subject to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilitiesforegoing, management believes that might be necessary should the Company is unablehas sufficient capital and liquidity to continue as a going concern.fund its operations for at least one year from the date of issuance of the accompanying consolidated financial statements.

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 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 deferred tax assets, the value of stock-based compensation, contract liability, allowance on sales returns, valuation of lease liabilities and related right of use assets, 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. (See Note 13)

 

Accounts receivable and allowance for doubtful accounts

Accounts receivables comprise of receivables from customers and receivables from merchant processors. The Company has a policy of providing onan 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 $4,116 and $18,089 at November 30, 2017 and May 31, 2017, respectively, consist primarily of costs paidcash prepayments to vendors for future servicesinventory and prepayments for trade shows and marketing events which will occurbe utilized within a year. Prepaid expenses primarily includedyear, prepayments in common stockon credit cards and the right to recover assets (for the cost of goods sold) associated with the right of returns for consulting services which are being amortized over the terms of their respective agreements.  products sold.

 

F-4

F-6

 

REVIV3 PROCARE COMPANY AND SUBSIDIARY

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOVEMBER 30, 20172022

Advances to suppliersNote 2 – Basis of Presentation and Summary of Significant Accounting Policies (continued)

Advances to a supplier represents the cash paid in advance for installment payments for the purchase of inventory. The advances to a supplier are interest free and unsecured. As of November 30, 2017 and May 31, 2017, advances to the Company’s major supplier amounted $21,784 and $16,135, respectively. Upon shipment of the purchase inventory, the Company reclassifies such advances to supplier into inventory. 

 

Inventory

The Company values inventory, consisting of finished goods and raw materials, at the lower of cost and net realizable value. Cost is determined using an average cost method. The Company reduces inventory for the diminution of value, resulting from product obsolescence, damage or other issues affecting marketability, equal to the difference between the cost of the inventory and its net realizable value. The Company evaluates its current level of inventory considering historical sales and other factors and, based on this evaluation, classifies inventory markdowns in the statement of operations as a component of cost of goods sold. These markdowns are estimates, which could vary significantly from actual requirements if future economic conditions, customer demand or competition differ from expectations.

Property and Equipment

Property and equipment 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.

Product warranty

The Company provides a one-year or three-year limited warranty on its hearing enhancement and hearing protection products. The Company records the costs of repairs and replacements, as they are incurred, to the cost of sales. 

Revenue recognition and Contract Liabilities

The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for(“ASC”) 606, Revenue From Contracts With Customers. This revenue recognition. recognition standard has a five steps 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 will recognize revenue when it is realized or realizablesells a variety of hair and earned.skin care products. The Company considersrecognizes revenue realized or realizablefor the agreed upon sales price when a purchase order is received from the customer and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii)subsequently the product has beenis shipped (iii)to the sales price is fixed or determinable, and (iv) collectability is reasonably assured.

customer, which satisfies the performance obligation. Consideration paid to the customer to promote and sell the Company’s products to customers is typically recorded as a reduction in revenuesrevenues.

The Company also sells hearing protection and hearing enhancement devices and the following steps are followed for the revenue recognition:

Identify the contract with a customer. The Company generally considers completion of a sales order (which requires customeracceptance of the Company’s click-through terms and conditions for website sales and authorization of payment through credit card or another form of payment for sales made over the phone) as a customer contract provided that collection is considered probable. For payments that are not made upfront by credit card, the Company assesses customer creditworthiness based on credit checks, payment history, and/or other circumstances. For payments involving third party financier payors, the Company validates customer eligibility and reimbursement amounts prior to shipping the product.

Identify the performance obligations in accordancethe contract. Product performance obligations include shipment of hearing enhancement and hearing protection systems and related accessories and service performance obligations include extended warranty coverage.

However, as the historical redemption rate under the warranty policy has been low, the option is not accounted for as a separate performance obligation. The Company does not assess whether promised goods or services are performance obligations if they are immaterial in the context of the contract with Accounting Standard Codification (“ASC”) ASC 605-50-45-2, Revenue Recognition—Customer Payments and Incentives.the customer.

F-7

 

REVIV3 PROCARE COMPANY AND SUBSIDIARY

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOVEMBER 30, 2022

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

Determine the transaction price and allocation to performance obligations. The transaction price in the Company’s customer contractsconsists of both fixed and variable consideration. Fixed consideration includes amounts to be contractually billed to the customer while variable consideration includes the 30-days right of return that applies to all products. To estimate product returns, the Company analyzes historical return levels, current economic trends, and changes in customer demand. Based on this information, the Company reserves a percentage of product sale revenue and accounts for the estimated impact as a reduction in the transaction price.

Allocate the transaction price to the performance obligations in the contract. For contracts that contain multiple performance obligations,the Company allocates the transaction price to the performance obligations on a relative standalone selling price basis.

Recognize revenue when or as the Company satisfies a performance obligation. Revenue for products (hearing enhancement and hearing protection systems with relatedaccessories) is recognized at a point in time, which is generally upon shipment. Revenue for services (extended warranty) is recognized over time on a ratable basis over the warranty period.

As of November 30, 2022 and May 31, 2022, contract liabilities amounted to $1,391,089 and $0, respectively. Contract liabilities associated with product invoiced but not received by customers at the balance sheet date was $0 and $0, respectively; contract liabilities associated with unfulfilled performance obligations for warranty services offered for a period of one to three years was $1,135,809 and $0, respectively, and contract liabilities associated with unfulfilled performance obligations for customers’ right of return was $255,280 and $0, respectively. Our contract liabilities amounts are expected to be recognized over a period of one year to three years. Approximately $817,606 will be recognized in year 1, $401,613 will be recognized in year 2 and $171,870 will be recognized in year 3.

Revenue recognized, during the three months ended November 30, 2022, that was included in the contract liability balance at the beginning of period (acquisition of Axil) was $125,993. Revenue recognized, during the six months ended November 30, 2022, that was included in the contract liability balance at the beginning of period (acquisition of Axil) was $221,401.

See Note 13 for revenue disaggregation disclosures.

Cost of Sales

The primary components of cost of sales include the cost of the product and shipping fees.fees paid to vendors for inventory purchase.

Shipping and Handling Costs

The Company accounts for shipping and handling fees in accordance with paragraph 605-45-45-19 of the FASB Accounting Standards Codification.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 $16,112$222,193 and $22,954$50,895 for the three months ended November 30, 2022 and 2021, respectively. Shipping costs included in marketing and selling expense were $507,522 and $122,572 for the six months ended November 30, 20172022 and 2016,2021, respectively.

 

Marketing, selling and advertising

Marketing, selling and advertising costs are expensed as incurred.

Customer Deposits

Customer deposits consisted of prepayments from customers to the Company. The Company will recognize the prepayments as revenue upon delivery of products in compliance with its revenue recognition policy.

F-5

REVIV3 PROCARE COMPANY

NOTES TO UNAUDITED FINANCIAL STATEMENTS

NOVEMBER 30, 2017

Fair value measurements and fair value of financial instruments

 

The Company adopted Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures” (“ASC 820”), for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that requires the use of fair value measurements, establishes a framework for measuring fair value and expands disclosure about such fair value measurements. The adoption of ASC 820 did not have an impact on the Company’s financial position or operating results, but did expand certain disclosures. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

F-8

REVIV3 PROCARE COMPANY AND SUBSIDIARY

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOVEMBER 30, 2022

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

Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below: 

 

Level 1:Observable inputs such as quoted market prices in active markets for identical assets or liabilities
Level 2:Observable market-based inputs or unobservable inputs that are corroborated by market data
Level 3:Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions.

The Company analyzes all financial instruments with features of both liabilities and equity under the Financial Accounting Standard Board’s (“FASB”) accounting standard for such instruments. Under this standard, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

 

The estimated fair value of certain financial instruments, including prepaid expenses, deposits, accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments.

  

Income TaxesBusiness Combinations

TheFor all business combinations (whether partial, full or step acquisitions), the Company accounts for income taxes pursuant to the provisionrecords 100% 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 taxall assets and liabilities of the acquired business, including goodwill, 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.

F-9

REVIV3 PROCARE COMPANY AND SUBSIDIARY

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOVEMBER 30, 2022

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

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 expected future tax consequences of temporary differences between the carrying amountsCompany’s products and services, regulatory and political developments, entity specific factors such as strategy and changes in key personnel, and the tax basesoverall financial performance for each of assets and liabilities. A valuation allowancethe Company’s reporting units. If, after completing this assessment, it is provided to offset any net deferred tax assets for which management believesdetermined that it is more likely than not that the net deferred asset will not be realized.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).

The Company followsUnder the provisionquantitative method we compare the carrying value of ASC 740-10 related to Accounting for Uncertain Income Tax Positions. When tax returns are filed, there may be uncertainty about the meritsreporting unit, including goodwill, with its fair value, as determined by its estimated discounted cash flows. If the carrying value of positions taken ora reporting unit exceeds its fair value, then the amount of the position that wouldimpairment to be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax positionrecognized is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions.

Tax positions that meet the more likely than not recognition threshold are measured at the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefit associated with tax positions taken that exceedas the amount measured as described above should be reflected asby which the carrying amount exceeds the fair value.

When required, we arrive at our estimates of fair value using a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all more likely than notdiscounted cash flow methodology which includes estimates of future cash flows to be upheld upon examination. As such,generated by specifically identified assets, as well as selecting a discount rate to measure the Company has not recorded a liabilitypresent 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 uncertain tax benefits.future cash flows could produce different results. 

 

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 lossesloss during the six months ended November 30, 20172022 and 2016.2021.

Stock-based compensation

 

Stock-based compensation

Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718, “Compensation — Stock Compensation” (“ASC 718”), which requires recognition in the financial statements of the cost of employee and directornon-employee services received in exchange for an award of equity instruments over the period the employee or directornon-employee 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, non-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.

 

Pursuant to ASC Topic 505-50, “Equity Based Payments to Non-employees”, for share-based payments to consultants and other third-parties, compensation expense is determined at the measurement date. The expense is recognized over the vesting period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company initially records compensation expense based on the fair value of the award at the reporting date.

F-6

REVIV3 PROCARE COMPANY

NOTES TO UNAUDITED FINANCIAL STATEMENTS

NOVEMBER 30, 2017

Net lossincome (loss) per share of common stock

 

Basic net lossincome (loss) per share is computed by dividing the net lossincome (loss) by the weighted average number of common shares during the period. Diluted net lossincome (loss) per share is computed using the weighted average number of common shares and potentially dilutive securities outstanding during the period. At November 30, 2017 and 2016,2022, the Company has nonehad 5,600,000 options and 430,000, respectively,250,000,000 shares of preferred stock outstanding, all of which were potentially dilutive securities. At November 30, 2021, the Company had no potentially dilutive securities outstanding related to common stock warrants. Those potentially dilutive common stock equivalents were excluded fromstock.

The following table sets forth the dilutivecomputations of basic and diluted loss per share calculation as they would be antidilutive due to the net loss.share:

Schedule of Basic and Diluted Loss Per Share                
  For the Three Months Ended  For the Six Months Ended 
  November 30,  November 30,  November 30,  November 30, 
  2022  2021  2022  2021 
             
Net income $726,900  $28,201  $902,427  $12,162 
                 
Weighted average basic shares  115,226,893   41,945,881   108,779,476   41,945,881 
Dilutive securities:                
Convertible preferred stock  250,000,000   -   228,142,077   - 
Stock options  3,706,593   -   4,507,650   - 
Weighted average dilutive shares  368,933,486   41,945,881   341,429,203   41,945,881 
                 
Earnings per share:                
Basic $0.01  $0.00  $0.01  $0.00 
Diluted $0.00  $0.00  $0.00  $0.00 

 

F-10

Recently IssuedREVIV3 PROCARE COMPANY AND SUBSIDIARY

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOVEMBER 30, 2022

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

Lease Accounting

In February 2016, the FASB issued ASU No. 2016-02, “Leases” (Topic 842). The new standardLeases , which requires lessees to apply a dual approach, classifying leases as either finance or operating leases basedreport on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to recordtheir balance sheets a right-of-use asset and a lease liability in connection with most lease agreements classified as operating leases under the prior guidance (ASC Topic 840). Under the new guidance, codified as ASC Topic 842, the lease liability must be measured initially based on the present value of future lease payments, subject to certain conditions. The right-of-use asset must be measured initially based on the amount of the liability, plus certain initial direct costs. The new guidance further requires that leases be classified at inception as either (a) operating leases or (b) finance leases. For operating leases, periodic expense generally is flat (straight-line) throughout the life of the lease. For finance leases, periodic expense declines over the life of the lease. The new standard, as amended, provides an option for all leasesentities to use the cumulative-effect transition method. As permitted, the Company adopted ASC Topic 842 effective June 1, 2019. The adoption of ASC Topic 842 did not have a material impact on the Company’s consolidated financial statements.

The Company’s lease for its corporate headquarters has been classified as an operating lease. Please see Note 10 – “Commitments and Contingencies” – “Leases” below for more information about the Company’s leases.

Segment Reporting

The Company follows ASC Topic 280, Segment Reporting. The Company’s management reviews the Company’s consolidated financial results when making decisions about allocating resources and assessing the performance of the Company as a whole and has determined that the Company’s reportable segments are: (a) the sale of hearing protection and hearing enhancement products, and (b) the sale of hair care and skin care products. See Note 14 – “BUSINESS SEGMENT AND GEOGRAPHIC AREA INFORMATION” for more information about the Company’s reportable segments.

Reclassifications

Certain reclassifications have been made to the prior year data to conform with a termthe current period’s presentation specifically, the accounts payable have been separated from the accrued expenses, to conform with the current period’s presentation.

F-11

REVIV3 PROCARE COMPANY AND SUBSIDIARY

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOVEMBER 30, 2022

Note 2 – Basis of greater than 12 months regardlessPresentation and Summary of their classification. LeasesSignificant Accounting Policies (continued)

Recently Issued Accounting Pronouncements

In August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with a term of 12 months or less willConversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (ASU 2020-06), which simplifies the accounting for certain convertible instruments. Among other things, under ASU 2020-06, the embedded conversion features no longer must be separated from the host contract for convertible instruments with conversion features not required to be accounted for similaras derivatives, or that do not result in substantial premiums accounted for as paid-in capital. ASU 2020-06 also eliminates the use of the treasury stock method when calculating the impact of convertible instruments on diluted Earnings per Share. For the Company, the provisions of ASU 2020-06 are effective for its fiscal year beginning on June 1, 2024. Early adoption is permitted, subject to existing guidancecertain limitations. The Company is evaluating the potential impact of adoption on its consolidated financial statements.

In October 2021, the FASB issued ASU No. 2021-08, “Business Combinations (Topic 805): Accounting for operating leases. TheContract 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 beresult 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, 2018, and2022, including interim periods within those annual periods and is applied retrospectively.fiscal years. Early adoption is permitted.permitted, including in interim periods, for any financial statements that have not yet been issued. The Company does not believeopted to adopt this ASU as of June 1, 2022. The adoption of the guidance willdid not have a material impact on itsthe accompanying consolidated financial statements.

In January 2017, the FASB issued ASU No. 2017-4, “Intangibles – Goodwill and Other” (Topic 350): Simplifying the Test for Goodwill Impairment, which eliminates Step 2 from the goodwill impairment test. When an indication of impairment was identified after performing the first step of the goodwill impairment test, Step 2 required that an entity determine the fair value at the impairment testing date of its assets and liabilities (including unrecognized assets and liabilities) using the same procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Under the amendments in ASU No. 2017-4, an entity would perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying value. An entity would recognize an impairment charge for the amount by which the carrying value exceeds the reporting unit’s fair value. In addition, an entity must consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. A public business entity that is a SEC filer should adopt the amendments in ASU No. 2017-4 for its annual, or any interim, good will impairment tests in fiscal years beginning after December 15, 2019. The Company does not believe the guidance will have a material impact on its financial statements.

In May 2017, the FASB released ASU 2017-09, “Compensation - Stock Compensation”. The update provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in ASC Topic 718. An entity shall account for the effects of a modification described in ASC paragraphs 718-20-35-3 through 35-9, unless all the following are met: (1) The fair value of the modified award is the same as the fair value of the original award immediately before the original award is modified; (2) The vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award is modified; and (3) The classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified. The provisions of this update become effective for annual periods and interim periods within those annual periods beginning after December 15, 2017. TheCompany does not believe the guidance will have a material impact on its financial statements.

In July 2017, the FASB issued ASU 2017-11 “Earnings Per Share” (Topic 260). The amendments in the update change the classification of certain equity-linked financial instruments (or embedded features) with down round features. The amendments also clarify existing disclosure requirements for equity-classified instruments. For freestanding equity-classified financial instruments, the amendments require entities that present earnings per share (“EPS”) in accordance with Topic 260, Earnings Per Share, to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features would be subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, Debt—Debt with Conversion and Other Options), including related EPS guidance (in Topic 260). For public business entities, the amendments in Part I of this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company does not believe the guidance will have a material impact on its financial statements.

Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.

F-7

REVIV3 PROCARE COMPANY

NOTES TO UNAUDITED FINANCIAL STATEMENTS

NOVEMBER 30, 2017

Note 3 – Accounts Receivable, net

Accounts receivable, consisted of the following:

  November 30,
2017
  May 31,
2017
 
       
Accounts receivable $18,897  $33,513 
Less: Allowance for bad debts  (2,015)  (810)
  $16,882  $32,703 
Schedule of accounts receivable        
  November 30,
2022
  May 31,
2022
 
Customers Receivable $496,571  $115,741 
Merchant processor receivable  410,549   - 
Less: Allowance for doubtful debts  (115,795)  (9,820)
  $791,325  $105,921 

The Company recorded bad debt expense of $1,204$105,975 and $0$0 during the three months ended November 30, 2022 and 2021, respectively. The Company recorded bad debt expense of $105,975 and $2,316 during the six months ended November 30, 20172022 and 2016,2021, respectively.

Note 4 – Inventory

Inventory consisted of the following:

  November 30,
2017
  May 31,
2017
 
       
Finished goods $114,774  $82,494 
Raw materials  249,491   47,300 
  $364,265  $129,794 
Schedule of Inventory        
  November 30,
2022
  May 31, 2022 
Finished Goods $1,804,534  $29,249 
Raw Materials $309,144  $294,139 
 Inventory, net $2,113,678  $323,388 

In the six months ended November 30, 2017 and 2016, the Company did not write down inventory for any obsolescence or slow-moving inventory. At November 30, 2017,2022 and May 31, 2022, inventory held at third party locations amounted to $102,414.$10,406 and $16,940, respectively. At November 30, 2022 and May 31, 2022, inventory in-transit amounted to $256,510 and $0, respectively.

F-12

REVIV3 PROCARE COMPANY AND SUBSIDIARY

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOVEMBER 30, 2022

Note 5 – Property and Equipment

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

  Estimated life November 30,
2017
  May 31,
2017
 
         
Furniture and fixtures 5 years $5,759  $5,398 
Computer equipment 3 years  3,840   3,733 
Less: Accumulated depreciation    (3,080)  (1,876)
    $6,519  $7,255 
Schedule of Property and Equipment          
  Estimated Life November 30,
2022
  May 31,
2022
 
Furniture and Fixtures 5 years $5,759  $5,759 
Computer Equipment 3 years  22,130   17,392 
Office equipment 5-10 years  8,838   - 
Plant Equipment 5-10 years  154,527   45,128 
Automobile 5 years  15,000   - 
Less: Accumulated Depreciation    (46,627)  (39,134)
    $159,627  $29,145 

Depreciation expense amounted to $1,204$3,970 and $367$2,128 for the three months ended November 30, 2022 and 2021, respectively.  Depreciation expense amounted to $7,493 and $4,475 for the six months ended November 30, 2022 and 2021, respectively.

Note 6 – Intangible Assets

The Company acquired intangible assets through the asset purchase agreement. (See Note 12). These intangible assets consisted of the following:

Schedule of intangible assets          
  Estimated Life November 30,
2022
  May 31,
2022
 
Licensing rights 3 years $11,945  $       - 
Customer Relationships 3 years  70,000   - 
Trade Names 10 years  275,000   - 
Website 5 years  100,000   - 
Less: Accumulated Amortization    (35,522)  - 
    $421,423  $- 

Amortization expense amounted to $19,376 and $0 for the three months ended November 30, 2022 and 2021, respectively. Amortization expense amounted to $35,522 and $0 for the six months ended November 30, 2022 and 2021, respectively.   

F-13

REVIV3 PROCARE COMPANY

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOVEMBER 30, 2022

Note 7 – Notes Payable

During the year ended May 31, 20172020, a commercial bank granted to the Company a loan in the amount of $150,000, which is administered under the authority and 2016,regulations of the U.S. Small Business Administration pursuant to the Economic Injury Disaster Loan Program (the “EIDL”) of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The EIDL loan, which is evidenced by a note dated May 18, 2020, bears interest at an annual rate of 3.75% and is payable in installments of $731 per month, beginning May 18, 2021 until May 13, 2050. The Company has to maintain a hazard insurance policy including fire, lightning, and extended coverage on all items used to secure this loan to at least 80% of the insurable value. Proceeds from loans granted under the CARES Act are intended to be used for payroll, costs to continue employee group health care benefits, rent, utilities, and certain other qualified costs (collectively, “qualifying expenses”). The Company used the loan proceeds for qualifying expenses. The Company received a loan forgiveness for $10,000 during the year ended May 31, 2022. During the year ended May 31, 2022, the Company received additional $10,000 of borrowings under the program. The Company recorded accrued interest of $14,206 and $11,684, as of November 30, 2022 and May 31, 2022, respectively. The Company has not paid two installments of the loan as of November 30, 2022 and the loan is currently in default.

On February 7, 2021, a commercial bank granted to the Company a loan in the amount of $6,300, which is administered under the authority and regulations of the U.S. Small Business Administration pursuant to the Second Draw Paycheck Protection Program (the “PPP”) of the CARES Act. The PPP loan, which is evidenced by a note dated February 7, 2021, bears interest at an annual rate of 1.0% and matures on February 6, 2026. The Note may be prepaid without penalty, at the option of the Company, at any time prior to maturity. Proceeds from loans granted under the CARES Act are intended to be used for payroll, costs to continue employee group health care benefits, rent, utilities, and certain other qualified costs (collectively, “qualifying expenses”). The Company used the loan proceeds for qualifying expenses. The Company’s borrowings under the loan may be eligible for loan forgiveness if used for qualifying expenses incurred during the “covered period,” as defined in the CARES Act. The Company’s indebtedness, after any such loan forgiveness, is payable in 54 equal monthly installments commencing on September 7, 2021, with all amounts due and payable by the maturity. The Company recorded accrued interest of $111 and $75, as of November 30, 2022 and May 31, 2022, respectively. The Company has not paid any installment of the loan as of November 30, 2022 and the loan is currently in default.

During the six months ended November 30, 2022 the Company obtained insurance financing of $53,337 on the general liability and excess liability insurance policies. The loan has a finance charge of $3,164 and is payable in 10 monthly installments of $5,650 each beginning November 1, 2022. As of November 30, 2022, no installment has been paid and the loan is currently in default. As of November 30, 2022 outstanding balance of the loan amounted to $53,337.

Schedule of notes payable        
  November 30,
2022
  May 31,
2022
 
Insurance Financing $53,337  $- 
Second Draw Paycheck Protection Program (PPP- 2)  6,300   6,300 
Economic Injury Disaster Loan Program (EIDL)  149,051   150,000 
Total  208,688   156,300 
Less: Current portion  (208,688)  (156,300)
Non-current portion $-  $- 

F-14

REVIV3 PROCARE COMPANY AND SUBSIDIARY

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOVEMBER 30, 2022

Note 8 – Other Current Liabilities

Other current liabilities comprised of the following:

Schedule of other current liabilities        
  November 30,
2022
  May 31,
2022
 
Credit Cards $21,768   2,966 
Equipment Payable, current  3,300   3,300 
Lease Liability  -   47,166 
Customer Deposits  360,046   16,523 
Royalty Payment Accrual  33,809   - 
Affiliate Accrual  154,704   - 
Income Tax Accrual  335,797   - 
Accrued Payroll  100,401   - 
Sales Tax Payable  305,585   - 
Accrued Expenses  120,774   - 
Accrued Interest and Other  14,311   19,583 
Other current liabilities $1,450,495  $89,538 


Note 69Stockholders’ Equity

Shares Authorized

 

TheOn 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 common stock per share, from 100,000,000 to 450,000,000 and to increase the number of authorized preferred stock, par value $0.0001 per share, from 20,000,000 to 300,000,000. On November 30, 2022, the authorized capital of the Company consistsconsisted of 100,000,000450,000,000 shares of common stock, par value $0.0001$0.0001 per share and 20,000,000300,000,000 shares of preferred stock, par value $0.0001$0.0001 per share.

Preferred Stock

The preferred stock may be issued from time to time in one or more series. The Board of Directors of the Company is expressly authorized to provide for the issuance of all or any of the shareshares 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 ununtil the resolution adopted by the Board of Directors providing the issueissuance 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.

During the six months ended November 30, 2022, the Company issued 250,000,000 shares of non-voting Series A Preferred Stock, which are convertible into shares of Company common stock on a one-to-one ratio, pursuant to the Asset Purchase Agreement (See Note 12). These 250,000,000 shares were valued at the fair market value of $3,100,000. 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.

As of November 30, 2022, 250,000,000 shares of preferred stock were issued and outstanding.

No shares of preferred stock were issued and outstanding as of May 31, 2022.

 

F-8

F-15

 

REVIV3 PROCARE COMPANY AND SUBSIDIARY

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOVEMBER 30, 20172022

Common Stock

In June 2017,As of November 30, 2022, 116,556,165 shares of common stock were issued and outstanding. 

During the six months ended November 30, 2022, the Company issued an aggregate of 80,00073,183,893 shares of common stock, valued at $907,480, as consideration pursuant to the Asset Purchase agreement (See Note 12).

During the six months ended November 30, 2022, the Company sold 1,426,391 shares of common stock at $0.23 per share for a total of $328,050, under several private placement agreements.

No shares of common stock were issued during the six months period ended November 30, 2021.

Stock Options

The Board of Directors approved the Company’s common stock2022 Equity Incentive Plan (the “Plan”) on March 21, 2022. Under the Plan, equity-based awards may be made to variousemployees, officers, directors, non-employee directors and consultants pursuant to consulting agreements related to marketing and business advisory services. The term of the consulting agreements ranges from 2 monthsCompany 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 6 months.certain exceptions.

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 shares of its Common Stock, at an exercise price of $0.09 per share and expiring on April 20, 2032. The options vest over time with 25% of the options vesting on September 1, 2022 and thereafter vesting 1/24th on the 1st of every month. 1,656,250 options were vested as of November 30, 2022. The Company valued these common shares atcomputed the aggregate grant date fair value of $20,000 based$477,000 using the black-scholes option pricing model, which is being recorded as stock-based compensation expense over the vesting period.

Pursuant to the Plan, on November 1, 2022, the Company issued non-statutory stock options, to an officer of the Company, to purchase, in the aggregate, up to 300,000 shares of its Common Stock, at an exercise price of $0.20 per share and expiring on October 31, 2032. The options vest over time with 25% of the options vesting on January 30, 2023 and thereafter vesting 1/33rd on the sale1st of common stock in the recent private placements at $0.25 per common share. In connection with the issuanceevery month. None of these common shares,options were vested as of November 30, 2022. The Company computed the aggregate grant date fair value of $60,090 using the black-scholes option pricing model, which is being recorded as stock-based compensation expense over the vesting period.

During the three months ended November 30, 2022 and 2021, the Company recorded stock baseda stock-based compensation of $18,885 and prepaid expense of $1,115 remained at$26,862 and $0, respectively, for these options, in the accompanying consolidated financial statements. During the six months ended November 30, 2017 to be amortized over the remaining term of its respective consulting agreements.

On September 26, 2017,2022 and 2021, the Company sold 100,000 sharesrecorded a stock-based compensation expense of its common stock at $0.25 per common share$124,145 and $0, respectively, for proceeds of $25,000.these options, in the accompanying consolidated financial statements.

Between September 27, 2017 and October 2, 2017,The following table summarizes the Company sold an aggregate of 271,000 shares of its common stock at $0.40 per common share for proceeds of $108,400.

On September 29, 2017, the Company sold 375,000 shares of its common stockactivity relating to an affiliated company at $0.40 per common share for proceeds of approximately $150,000. The affiliated company is managed by the brother of the Company’s Chief Executive Officer.stock options held by Officers:

Schedule of stock option activity            
  Number of Options  Weighted Average Exercise Price  Weighted Average Remaining Term 
          
Outstanding at June 1, 2022  5,300,000  $0.09   9.42 
Granted  300,000   0.20   9.93 
Exercised  -   -   - 
Outstanding at November 30, 2022  5,600,000  $0.10   9.45 
Less: Unvested at November 30, 2022  (3,943,750)  0.10   9.46 
Vested at November 30, 2022  1,656,250  $0.09   9.42 

F-16

REVIV3 PROCARE COMPANY AND SUBSIDIARY

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOVEMBER 30, 2022

 

Note 710Commitments and Contingenciescontingencies

In September 2016,Leases

As discussed in Note 2 above, the Company executedadopted ASU No. 2016-02, Leases on June 1, 2019, which require lessees to report on their balance sheets a right-of-use asset and a lease liability in connection with most lease agreements classified as operating leases under the prior guidance. The Company entered into a lease agreement in connection with its office and warehouse facility in California under an operating leaseslease on December 1, 2019 for 3 years. The lease expired on November 30, 2022. On November 9, 2022, the Company entered into a period of 37 monthsnew lease agreement for two years, commencing in October 2016on December 1, 2022 and expiring in October 2019.on November 30, 2024. The Company shallhas to pay a monthly base rent startingof $6,098 for the first twelve months and $6,342 for the next twelve months, under the lease agreement.

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 $6,782 pluscommencement 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 pro rata sharelease is generally not readily determinable for the operating leases, the Company uses an incremental borrowing rate to determine the present value of operating expenses.the lease payments. The base rentincremental 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 subjectbased 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 standard, the Company computed an annual increase beginning in October 2017 as definedinitial lease liability of $131,970 for the new lease agreement and an initial ROU asset in the same amount which will be recorded on books at the commencement of the lease agreement. Renton December 1, 2022. A lease term of two years and a discount rate of 12% was used. During the three months ended November 30, 2022 and 2021, the Company recorded a lease expense amounted to $36,266in the amount of $23,559 and $26,205$23,559, respectively, for the old lease which expired on November 30, 2022. During the six months ended November 30, 20172022 and 2016, respectively. Future minimum rental payments required under this operating2021, the Company recorded a lease areexpense in the amount of $47,117 and $47,117, respectively, for the old lease which expired on November 30, 2022. As of November 30, 2022, the lease liability balance was $0 and the right of use asset balance was $0.

Supplemental balance sheet information related to leases was as follows:

Schedule of Supplemental balance sheet information        
  November 30,
2022
  May 31, 2022 
Assets      
Right of use assets $     -  $235,748 
Accumulated reduction  -   (190,295)
Operating lease assets, net $-  $45,453 
         
Liabilities        
Lease liability $-  $235,748 
Accumulated reduction  -   (188,582)
Total lease liability, net  -   47,166 
Current portion  -   (47,166)
Non-current portion $-  $- 

F-17

REVIV3 PROCARE COMPANY

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOVEMBER 30, 2022

 

  Total  1 Year  2-3 Year  Thereafter 
Operating lease $163,905  $41,976  $121,929  $      - 
Total $163,905  $41,976  $121,929  $- 

Contingencies

In

On November 2017,23, 2020, the Company executed an Agreement withwas served a third party located in Hong Kong, China, whereby the third party shall promote, market, distribute and resell the Company’s products to end-user consumers through direct online sales or third party e-commerce platformscopy of a complaint filed by Jacksonfill, LLC in the following territories: Hong Kong, Macau,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 People’s Republic of China.allegations. The termproduct was delivered to the Company. However, the Company believes that the product was defective. The amount of the agreement is for 36 months fromclaim of $204,182 has been recorded as accounts payable, in the effective date. Parties shall have the right to terminate this agreement, with or without cause, upon 60 days prior written notice. For services provided in connection with this agreement, the Company shall pay the third party 16.5%accompanying financial statements as of the gross revenues generated from sales channel initiated and subsequently maintained by the third party or $3,300 per month, whichever is greater. At November 30, 2017, $11,496 of inventory was held in consignment at this third party facility.2022.

Note 811Related Party Transactions

The Company’s Chief Executive Officer, from time to time, provided advances to the Company for working capital purposes. At November 30, 20172022 and May 31, 2017,2022, the Company had a payable to the officer of $210$136,844 and $0,$25,452, respectively. These advances were short-term in natureare due on demand and non-interest bearing.

On September 29, 2017,During the six months period ended November 30, 2022, the Company sold 375,000 sharesmade purchases of $20,737 from certain related parties. During the three months period ended November 30, 2022, the Company made purchases of $12,434 from certain related parties.

During the six months period ended November 30, 2022, the Company paid $118,114 as consulting fee to a major shareholder of Axil, which is the largest shareholder of the Company . The Company also paid $42,630 to the sons of the major shareholder as compensation for services, during the six months period ended November 30, 2022. During the three months period ended November 30, 2022, the Company paid $80,779 as consulting fee to a major shareholder of Axil. The Company also paid $36,389 to the sons of the major shareholder as compensation for services, during the three months period ended November 30, 2022.

During the six months period ended November 30, 2022, the Company paid $72,484 as consulting fee to the son-in-law of a major shareholder of Axil. The Company paid $55,181 to the son of the major shareholder in commissions and contractor fee, during the six months period ended November 30, 2022. The Company also paid $8,428 to the daughter of the major shareholder as compensation for services, during the six months period ended November 30, 2022. During the three months period ended November 30, 2022, the Company paid $39,150 as consulting fee to the son-in-law of a major shareholder of Axil. The Company paid $32,221 to the son of the major shareholder in commissions and contractor fee, during the three months period ended November 30, 2022. The Company also paid $4,500 to the daughter of the major shareholder as compensation for services, during the three months period ended November 30, 2022. 

Note 12 – Asset Purchase Agreement

On June 16, 2022, the Company completed the acquisition of certain assets of Axil & Associated Brands Corp. (“Axil”), a Delaware corporation, pursuant to the Asset Purchase Agreement dated May 1, 2022 and amended on June 15, 2022 and September 8, 2022. by and among the Company, its subsidiary, Axil and certain of Axil’s stockholders, providing for the acquisition of Axil’s hearing protection business and ear bud business. The business constituted substantially all of the business operations of Axil but did 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% of the outstanding common stock to an affiliated company at $0.40 perof Axil and 22.33% of the outstanding common sharestock of the Company. Jeff Toghraie, Chairman and Chief Executive Officer of the Company is a managing director of Intrepid.

As consideration for proceedsthe Asset Purchase, Axil received a total of approximately $150,000. The affiliated company is managed by the brother323,183,893 shares comprised of (a) 73,183,893 shares of the Company’s Chief Executive Officer.common stock and (b) 250,000,000 shares of non-voting Series A Preferred Stock, which are convertible into shares of Company common stock on a one-to-one ratio. The Preferred Shares may not be converted or transferred for a period of two years following the closing of the acquisition. Thereafter, no holder of Preferred Shares may convert such shares into a number of shares of Company common stock that would cause the holder to beneficially own more than 5% of the Company’s common stock, as determined in accordance with Sections 13(d) and (g) of the Securities Exchange Act of 1934 (the “Exchange Act”). The purchase price was computed to be $4,007,480 based on a fair value of $0.0124 per share on the date of acquisition.

F-9

F-18

 

REVIV3 PROCARE COMPANY

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOVEMBER 30, 20172022

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 assets acquired by the Company. Under this method, the purchase price is allocated to the identifiable assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. Any excess of the amount paid over the estimated fair values of the identifiable net assets acquired will be allocated to goodwill.

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    
Cash $1,066,414 
Accounts receivables  227,786 
Inventory  1,342,461 
Prepaid expenses  62,452 
Other assets  108,030 
Accounts payables  (285,665)
Deferred revenues  (1,043,332)
Other liabilities  (79,826)
Net tangible assets acquired $1,398,320 
     
Identifiable intangible assets    
Licensing rights $11,945 
Customer relationships  70,000 
Tradenames  275,000 
Website  100,000 
     
Total Identifiable intangible assets $456,945 
     
Consideration paid $4,007,480 
Total net assets acquired  1,855,265 
Preliminary goodwill purchased $2,152,215 

We completed the accounting and preliminary valuations of the assets acquired and 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 three months and six months ended November 30, 2022 and 2021, for Reviv3 Procare Company and Axil & Associated Brands Corp., give effect to the Asset Purchase Agreement as if it had occurred on June 1, 2022 and 2021, respectively.

 Schedule of proforma information            
  For the Three Months Ended  For the Six Months Ended 
  November 30,  November 30,  November 30,  November 30, 
  2022  2021  2022  2021 
             
Revenue $6,731,999  $5,085,369  $11,650,248  $7,997,583 
Net income (loss) $726,900  $101,945  $863,912  $(118,533)
Earnings (loss) per common share                
Basic $0.01  $0.00  $0.01  $(0.00)
Diluted $0.00  $0.00  $0.00  $(0.00)

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.

Note 913Concentrations

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.$250,000. At November 30, 20172022 and May 31, 2022, the Company held cash of approximately $3,416,837 and $123,871, respectively, in excess of federally insured limits by approximately $97,000.limits. The Company has not experienced any losses in such accounts through November 30, 2017.2022.

 

F-19

REVIV3 PROCARE COMPANY AND SUBSIDIARY

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOVEMBER 30, 2022

Concentration of Revenue, Product Line, and Supplier

During the three months ended November 30, 2022 there were no sales to any customer, which represented over 10% of our total sales. During the three months ended November 30, 2021 sales to one customer, aggregated to approximately 12% of the Company’s net sales. During the six months ended November 30, 20172022 there were no sales to four customersany customer, which represented approximately 67%over 10% of the Company’s net sales at 23%, 17%, 14% and 13%.our total sales. During the six months ended November 30, 20162021 sales to three customertwo customers, which each represented over 10% of our total sales, aggregated to approximately 45%34% of the Company’s net sales at 12%, 15%,13% and 18%21%.

During the sixthree months ended November 30, 20172022, sales to customers outside the United States represented approximately 47%5% which consisted of 33%4% sales from Canada and 14%balance 1% from Italy and forseveral other countries. During the sixthree months ended November 30, 2016,2021, sales to customers outside the United States represented approximately 20%27% which consisted of sales of 20% from Canada.

Canada and 7% from Italy. During the six months ended November 30, 2017,2022, sales to customers outside the United States represented approximately 6% which consisted of 4% sales from Canada and balance 2% from several other countries. During the six months ended November 30, 2021, sales to customers outside the United States represented approximately 16% which consisted of 13% from Canada and 3% from EU.

During the three months ended November 30, 2022, sales by product line which each represented over 10% of sales consisted of approximately 23% from sales of hair shampoo, 17% from sales of hair shampoo and conditioner, 26%86% from sale of hair treatment sprayour ear buds for PSAP (personal sound amplification product) and repair products and 31% from sale of introductory kit (shampoo, conditioner and treatment spray).hearing protection. During the sixthree months ended November 30, 2016,2021, sales by product line which each represented over 10% of sales consisted of approximately 19%14% from sale of shampoo, 11% from sale of moisturizer and conditioner, 39% from sales of hair shampoo, 15% from sales of hair shampoobundled packages and conditioner, 19% from sale of hair treatment and repair products and 40%18% from sale of introductory kit (shampoo, conditioner and treatment spray).

As ofDuring the six months ended November 30, 20172022, , sales by product line which each represented over 10% of sales consisted of approximately 85% from sale of our ear buds for PSAP (personal sound amplification product) and May 31, 2017,hearing protection. During the six months ended November 30, 2021, sales by product line which each represented over 10% of sales consisted of approximately 21% from sale of fragrance shampoo and conditioner, 22% from sales of bundled packages and 29% from sale of introductory kit (shampoo, conditioner and treatment spray).

During the six months ended November 30, sales by product line comprised of the following:

Schedule of sales by product line        
  For the Six Months ended November 30, 
  2022  2021 
Ear buds (PSAP)  85%  - 
Other hearing enhancement products  10%  - 
Hair care and skin care products  5%  100%
Total  100%  100%

At November 30, 2022, accounts receivable from twothree 3 customers represented approximately 64%71% at 53%48%, 13% and 11% and10%. At May 31, 2022, accounts receivable from four4 customers represented approximately 89%74% at 18%11%30%12%10%14% and 31% of the accounts receivable, respectively.37%.

The Company purchased inventories and products from three vendorsone 1 vendor totaling approximately $239,000 (85%$2.2 million (80% of the purchases) and three 3vendors totaling $92,000 (91%approximately $71,240 (100% of the purchases at 40%, 42% and 18%) during the three months ended November 30, 2022 and 2021, respectively. 84% and 0% of our purchases were from international vendors, during the three months ended November 30, 2022 and 2021, respectively.

The Company purchased inventories and products from one 1 vendor totaling approximately $2.6 million (73% of purchases) and three 3 vendors totaling approximately $121,859 (96% of the purchases at 27%, 48% and 21%) during the six months ended November 30, 20172022 and 2016,2021, respectively.79% and 0% of our purchases were from international vendors, during the three months ended November 30, 2022 and 2021, respectively.

 

F-10

F-20

 

REVIV3 PROCARE COMPANY AND SUBSIDIARY

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOVEMBER 30, 2022

Note 14 – Business Segment and Geographic Area Information

Business Segments

The Company, directly or through its subsidiaries, markets and sells its products and services directly to consumers and through its dealers. In June 2022, the Company acquired a hearing enhancement and hearing protection business. The Company’s determination of its reportable segments is based on how its chief operating decision makers manage the business.

The Company’s segment information is as follows:

 Schedule of segment information                
  Three months ended November 30,  Six months ended November 30, 
  2022  2021  2022  2021 
Net Sales                
Hair care and skin care $418,734  $493,816  $903,970  $1,333,088 
Hearing enhancement and protection  6,313,265   -   10,065,387   - 
Total net sales $6,731,999  $493,816  $10,969,357  $1,333,088 
                 
Operating earnings (loss)                
Segment gross profit:                
Hair care and skin care $316,326  $381,016  $640,431  $856,392 
Hearing enhancement and protection  4,722,709   -   7,681,257   - 
Total segment gross profit  5,039,034   381,016   8,321,688   856,392 
Selling and Marketing  3,098,898   269,051   5,076,874   620,673 
General and Administrative  955,141   117,202   2,060,418   255,430 
Consolidated operating income (loss) $984,995  $(5,237) $1,184,396  $(19,711)
                 
Total Assets:                
Hair care and skin care $1,018,083  $1,060,400  $1,018,083  $1,060,400 
Hearing enhancement and protection  9,038,537   -   9,038,537   - 
Consolidated total assets $10,056,620  $1,060,400  $10,056,620  $1,060,400 
                 
Payments for property and equipment                
Hair care and skin care $-  $-  $-  $- 
Hearing enhancement and protection  54,400   -   54,400   - 
Consolidated total payments for property and equipment $54,400  $-  $54,400  $- 
                 
Depreciation and amortization                
Hair care and skin care $1,418  $2,128  $2,841  $4,475 
Hearing enhancement and protection  21,928   -   40,174   - 
Consolidated total depreciation and amortization $23,346  $2,128  $43,015  $4,475 

Geographic Area Information

During the three months ended November 30, 2022, approximately 95% of our consolidated net sales and, during the three months ended November 30, 2021, approximately 73% of our consolidated net sales were to customers located in the U.S. (based on the customer’s shipping address). During the six months ended November 30, 2022, approximately 94% of our consolidated net sales and, during the six months ended November 30, 2021, approximately 84% of our consolidated net sales were to customers located in the U.S. (based on the customer’s shipping address). All Company assets are located in the U.S.

Note 15 – Subsequent Events

The Company sold 302,175 shares of common stock for $94,500 to be issued at $0.23 per share, under several private placement agreements.

F-21

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read in conjunction with, ourand is qualified in its entirety by, the unaudited consolidated financial statements and the related notes and other financial informationthereto included in Item 1 in this prospectus.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 prospectus.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 prospectus, particularlyQuarterly Report on Form 10-Q. See “Forward-Looking Statements” in “Risk Factors”.this Form 10-Q for additional information.

Although the forward-looking statements in this Registration StatementQuarterly 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.

Our financial statements are stated in United States Dollars (USD or US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. All references to “common stock” refer to the common shares in our capital stock.Overview

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, and hasbrands. 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 11twelve exclusive distribution agreements with various parties throughout our targeted market. All of our products use tested and FDA approved, all-natural products. Our manufacturing operations are outsourced and fulfilled by through our co-packers and manufacturing partners. Currently, we produce 7fifty-one products with 13eighty separate sku’sstock-keeping units (“SKUs”), including hearing protection and ear bud products as a result of our asset acquisition in June 2022, described below, and look to expand our product lines significantly over the next 12twelve months.

Since our inception, we have engagedOn May 1, 2022, Reviv3 Procare Company entered into an Asset Purchase Agreement with Axil & Associated Brands Corp. (“Axil”), a Delaware corporation, and a leader in significant operational activitieshearing protection and enhancement products, for the acquisition of both the hearing protection business of Axil consisting of ear plugs and ear muffs, and Axil’s ear bud business. These businesses constituted substantially all of the business operations of Axil. The acquisition did not include Axil’s hearing aid line of business, which Axil will continue to operate following the completion of the acquisition. The acquisition was completed subsequently on June 16, 2022. On September 8, 2022, the Company and Axil entered into an amendment to the asset purchase agreement in which eliminated the provision in the Asset Purchase Agreement requiring the Company to effectuate a reverse stock split of its common stock and preferred stock pursuant to the asset purchase agreement within a certain period of time.

AXIL creates high-tech hearing and audio innovations to provide cutting-edge solutions for people with varied applications across many industries. AXIL designs, innovates, engineers, manufactures, markets and services specialized systems in hearing enhancement, hearing protection, wireless audio, and communication. AXIL distributes its products through direct-to-consumer eCommerce channels and local, regional, and national retail chains. AXIL serves the sporting goods market, law enforcement, tactical, fitness, outdoor, industrial, sporting, and stadium events. AXIL focuses primarily on US markets, followed by Canada, Europe, Australia, New Zealand, and Africa.

As a result of the acquisition of Axil’s assets, the Company has two reportable segments: hair care and skin care, and hearing enhancement and protection.

Reviv3 Procare Company was incorporated in the State of Delaware on May 21, 2015 as described in “Business,” above.a reorganization of Reviv3 Procare, LLC, which was organized on July 31, 2013. The Company is not, and has not been at any time, a shell company. The Company has moved its corporate headquarters to 901 Fremont Avenue, Units 158 and 168, Alhambra, California 91803. Its phone number remains the same. 

Emerging Growth Company

We arequalify as an “emerging growth company” (“EGC”) that is exemptunder the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain financial disclosure and governance requirements for up to five yearsrequirements. For so long as defined in the Jumpstart Our Business Startups Act (“we are an emerging growth company, we will not be required to:

have an auditor report on our internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;

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comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);

submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency;” and

disclose certain executive compensation related items such as comparisons of the CEO’s compensation to median employee compensation.

In addition, Section 107 of the JOBS Act”),Act also provides that eases restrictions on the salean emerging growth company can take advantage of securities; and increases the number of shareholders a company must have before becoming subject to the U.S. Securities and Exchange Commission’s (SEC’s) reporting and disclosure rules (See “Emerging Growth Companies” section above). We have elected to use the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards under Section 102(b)(2) of the Jobs Act, that allows us tostandards. 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 to “opt out” of this provision and, as a result, we will comply with new or revised accounting standards that have different effective dates forwhen they are required to be adopted by public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.are not emerging growth companies.

We will remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1.07 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

Results of Operations

For the Three and Six Monthsmonths Ended November 30, 2017

Our results of operations for2022 Compared to the three and sixSix months endedEnded November 30, 2017 and 2016 are summarized below.2021

  

Three Months Ended

November 30,
2017

  Three Months Ended
November 30,
2016
 
Revenues $135,909  $140,341 
Cost of Sales $67,618  $59,159 
Total operating expenses $168,574  $191,619 
Loss from operations $(100,283) $(110,437)
Net loss $(101,298) $(110,437)

2

  

Six Months Ended

November 30,
2017

  Six Months Ended
November 30,
2016
 
Revenues $247,154  $306,478 
Cost of Sales $112,123  $128,850 
Total operating expenses $361,009  $401,097 
Loss from operations $(225,978) $(223,469)
Net loss $(228,027) $(223,469)

For the three months ended November 30, 2017, revenues slightly decreased by approximately $4,000, or 3%, as compared to the three months ended November 30, 2016. ForSales for the six months ended November 30, 2017, revenues decreased by approximately $59,000, or 19%, as compared to2022 and 2021 were $10,969,357 and $1,333,088, respectively. Sales for the six months ended November 30, 2016, which is2022 increased by $9,636,269 or 723% over the same comparable period in 2021, primarily due to decrease in salesthe acquisition of the hearing protection and hearing enhancement business, pursuant to two of our wholesale distributors based on cyclical ordering patterns of existing customers.the asset purchase agreement.

Cost of sales includes theconsisted primarily of cost of product, freight-in costs, distribution and shipping fee. For the three months ended November 30, 2017, costmerchant fees. Cost of sales increased by approximately $8,000, or 14%, as compared to the three months ended November 30, 2016. Forfor the six months ended November 30, 2017, cost2022 and 2021 was $2,647,669 and $476,696, respectively. Cost of sales decreased by approximately $17,000, or 12%, as compared toa percentage of sales for the six months ended November 30, 2016.The decrease is2022 and 2021 was 24% and 36%, respectively. Cost of sales as a percentage of sales decreased in 2022 for the respective period as compared to the same comparable period in 2021, which was primarily due to the acquisition of the new business with higher profit margins.

Gross profit for the six months ended November 30, 2022 and 2021 was $8,321,688 and $856,392, respectively. Gross profit as a percentage of sales for the six months ended November 30, 2022, was 76% as compared to 64% for the same comparable period in 2021. The increase in gross profit for the six months ended November 30, 2022 was primarily attributable to decreasethe acquisition of the new business with higher profit margins.

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, 2022 and 2021 were $7,137,292 and $876,103, respectively. Operating expenses for the six months ended November 30, 2022, increased in salesamount by $6,261,189 or 715% over the comparable period in 2021. This increase was primarily due to the costs related to the new business which was acquired during the six months ended November 30, 2017.

For the three months ended November 30, 2017, gross profit amounted to approximately $68,0002022. Operating expenses as compared to $81,000, a decreasepercentage of approximately $13,000, or 16%. For the three months ended November 30, 2017 and 2016, gross profit margins were at 50% and 58%, respectively. Forsales for the six months ended November 30, 2017, gross profit amounted to approximately $135,000 as compared to $178,000, a decrease2022 and 2021 were 65% and 66%, respectively.

Other income (expense) consisted of approximately $43,000, or 24%. Forgain on debt forgiveness, interest income, interest expense and other finance charges. Interest income for the six months ended November 30, 20172022 and 2016, gross profit margins were at 55%2021 was $6,541 and 58%,$18, respectively. The decrease in gross profit margins is primarily attributable in increase in shipping cost duringInterest expense and finance changes for the six months ended November 30, 2017.

For the three months ended November 30, 20172022 and 2016, we incurred operating expenses of $168,5742021 were $3,213 and $191,619, respectively, and a net loss of $(101,298) and $(110,437), respectively. The operating expenses are costs related to marketing and selling expenses, compensation and related taxes, professional and consulting fees, and general and administrative costs. Operating expenses decreased by approximately $23,000 or 12% primarily due to a decreased stock based consulting expenses related to business advisory service agreements, decreased in compensation due to decrease in full time employees and decreased marketing expenses due to decrease freight out delivery offset by increase in professional and consulting expenses due to increase accounting expenses related to our public filings and increase in general administrative expenses primarily attributable to increase rent and travel expenses.

For the six months ended November 30, 2017 and 2016, we incurred operating expenses of $361,009 and $401,097, respectively, and a net loss of $(228,027) and $(223,469), respectively. The operating expenses are costs related to marketing and selling expenses, compensation and related taxes, professional and consulting fees, and general and administrative costs. Operating expenses decreased by approximately $40,000 or 9% primarily due to a decreased stock based consulting expenses related to business advisory service agreements, decreased in compensation due to decrease in full time employees and decrease marketing expenses due to decrease freight out delivery offset by increase in professional and consulting expenses due to increase accounting expenses related to our public filings and increase in general administrative expenses primarily attributable to increase rent and travel expenses.

During the three and six months ended November 30, 2017, other expense increase by approximately $1,000 or 100% and $2,000 or 100%,$3,145, respectively, primarily due to increase interest expense related to business credit card financing charges. The Company recognized $50,500 and $35,000 as gain on debt forgiveness during the six months ended November 30, 2022 and 2021, respectively.

Provision for income taxes amounted to $335,797 and $0 for the six months ended November 30, 2022 and 2021, respectively. The Company recorded a provision during the current period for the net income earned. The Company had net loss in the comparable period in the previous year, hence no provision for taxes was recorded.

As a result of the above, we reported a net income of $902,427 and $12,162 for the six months ended November 30, 2022 and 2021, respectively.

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For the Three months Ended November 30, 2022 Compared to the Three months Ended November 30, 2021

Sales for the three months ended November 30, 2022 and 2021 were $6,731,999 and $493,816, respectively. Sales for the three months ended November 30, 2022 increased by $6,238,183 or 1,264% over the same comparable period in 2021, primarily due to the acquisition of the hearing protection and hearing enhancement business, pursuant to the asset purchase agreement.

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, 2022 and 2021 was $1,692,965 and $112,800, respectively. Cost of sales as a percentage of sales for the three months ended November 30, 2022 and 2021 was 25% and 23%, respectively. Cost of sales as a percentage of sales, for the three months ended November 30, 2022 was comparable to the same period in 2021.

Gross profit for the three months ended November 30, 2022 and 2021 was $5,039,034 and $381,016, respectively. Gross profit as a percentage of sales for the three months ended November 30, 2022, was 75% as compared to 77% for the same comparable period in 2021. Gross profit as a percentage of sales for the three months ended November 30, 2022 was comparable to the same period in 2021.

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, 2022 and 2021 were $4,054,039 and $386,253, respectively. Operating expenses for the three months ended November 30, 2022, increased in amount by $3,667,786 or 950% over the comparable period in 2021. This increase was primarily due to the costs related to the new business which was acquired during the six months ended November 30, 2022. Operating expenses as a percentage of sales for the three months ended November 30, 2022 and 2021 were 60% and 78%, respectively. The decrease in operating expenses as a percentage of sales for the three months ended November 30, 2022, was primarily due to better cost controls.

Other income (expense) consisted of gain on debt forgiveness, interest income, interest expense and other finance charges. Interest income for the three months ended November 30, 2022 and 2021 was $4,704 and $7, respectively. Interest expense and finance changes for the three months ended November 30, 2022 and 2021 were $1,755 and $1,569, respectively, primarily due to interest expense related to business credit card financing charges. The Company recognized $35,000 gain on debt forgiveness during the three months ended November 30, 2021. There was no such gain recognized for the same comparable period in the current year.

Provision for income taxes amounted to $261,044 and $0 for the three months ended November 30, 2022 and 2021, respectively. The Company recorded a provision during the current period for the net income earned. The Company had net loss in the comparable period in the previous year, hence no provision for taxes was recorded.

As a result of the above, we reported a net income of $726,900 and $28,201 for the three months ended November 30, 2022 and 2021, respectively.

Liquidity and Capital Resources

For the Six Months Ended November 30, 2017 and 2016

The following table provides detailed information about our net cash flows:

  

For the
Six Months

Ended
November 30,
2017

  For the
Six Months Ended
November 30,
2016
 
Cash Flows      
Net cash used in operating activities $(352,135) $(153,867)
Net cash used in investing activities  (468)  - 
Net cash provided by financing activities  283,610   70,000 
Net change in cash $(68,993) $(83,867)

3

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 sincein the past. We currently expect to earn net income during the current fiscal year 2023. We believe our inceptioncurrent cash balances coupled with anticipated cash flow from operating activities will be sufficient to meet our working capital requirements. We intend to 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. As a result of the acquisition of Axil’s assets, we have generated and expect losseswe will continue to continue during fiscalgenerate sufficient cash for our operational needs, including any required debt payments, for at least one year 2018. This raises substantial doubt about our ability to continue as a going concern. The abilityfrom the date of issuance of the Company to continue as a going concernaccompanying consolidated financial statements. Management is dependentfocused on growing the Company’s abilityexisting 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, including those resulting from the purchase of Axil’s assets in June 2022, will likely lead to cash utilization at levels greater than recently experienced. We have recently raised capital through the sale of our common stock and may need or choose to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary ifin the future. However, the Company is unablecannot provide any assurance that it will be able to continue as a going concern.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 unaudited consolidated financial statements.

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Cash Flows

Operating Activities

ForNet cash flows provided by operating activities for the Six Months Endedsix months ended November 30, 20172022 was $2,196,195, attributable to a net income of $902,427, depreciation and 2016

Cashamortization of $43,015, provision for bad debts of $105,975, stock based compensation expense of $124,145, gain on settlement of debt of $50,500, utilization of security deposit to pay rent of $8,385, amortization of prepaid expenses of $3,159 and net change in operating assets and liabilities of $1,059,589 primarily due to an increase in inventory, increase in prepaid expenses, increase in security deposit and increase in accounts receivable offset by an increase in accounts payable, increase in other current liabilities and increase in contract liabilities. Net cash flows used in operating activities for the six months ended November 30, 2017 consisted of net loss as well as the effect of changes in operating assets and liabilities as well as adjustments2021 was $28,060, attributable to reconcile net to loss to net cash used in operating activities. Cash used in operating activities of $(352,135) consisted of a net lossincome of $(228,027). The net loss was partially offset by reconciliation of$12,162, depreciation of $1,204,$4,475, bad debt expense of $1,204, stock based compensation $30,973, offset by$2,316, gain on debt forgiveness of $35,000 and net changeschange in operating assets and liabilities of $157,489$12,013 primarily from an increasedue to decrease in accounts receivable and inventory, advances to suppliers and increaseoffset by a decrease in accounts payable and accrued expenses, customer deposits and customer deposits.an increase in prepaid expenses.

Cash used in operatingInvesting Activities

Net cash flows provided by investing activities for the six months ended November 30, 2016 consisted2022 and 2021 was $1,012,014 and $0 respectively, attributable to the cash received from acquisition of net loss as well asbusiness during the effect of changes in operating assets and liabilities as well as adjustments to reconcile net to loss to net cash used in operating activities. Cash used in operating activities of $(153,867) consisted of a net loss of $(223,469). The net loss wassix-month period ended November 30, 2022, partially offset by reconciliationthe purchase of depreciation of $367, stock based compensation of $106,811 offsetproperty and equipment during the same period.

Financing Activities

Net cash flows provided by financing activities for the net changes in operating assets and liabilities of $37,576 primarily due to a decrease in inventory, decrease in accounts payable and accrued expenses and customer deposits.

Investing Activities

For the Six Months Endedsix months ended November 30, 20172022 and 2016

2021, amounted to $436,230 and $11,973, respectively. For the six months ended November 30, 20172022, we raised capital of $328,050 pursuant to a private placement of shares of common stock, we received $111,392 in related party loans, we repaid $1,462 towards the EIDL loan and 2016, we derived cash flow from investing activities of $(468) and $0, respectively, consisting of purchases ofrepaid $1,750 towards equipment and property.

Financing Activities

For the Six Months Ended November 30, 2017 and 2016

financing. For the six months ended November 30, 20172021, we received $35,000 in COVID-19 related grants, we repaid advances from a related party of $210$21,377 and repaid $1,650 towards equipment financing.

As a result of the activities described above, we raised $283,400 from the salerecorded a net increase in cash of our common shares to investors.

For$3,644,439 for the six months ended November 30, 20162022 and a decrease in cash of $16,087 for the six months ended November 30, 2021.

As of November 30, 2022, we raised $70,000 fromhad the salefollowing secured loans outstanding, both of our common shareswhich were administered pursuant to investorsthe CARES Act: an Economic Injury Disaster Loan (“EIDL”) in the principal amount of $150,000 of which $149,051 remains outstanding and from issuancea loan received pursuant to the PPP in the amount of note payable –related party$6,300. The Company has paid two installments on the EIDL loan, but no installment of $675,000 offset by the repaymentPPP loan has been paid, and as of note payable of $675,000.November 30, 2022 and currently, both loans are in default.

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 additional capital in the future, such as pursuant to the sale of additional common stock or of debt securities or entering into credit agreements or other borrowing arrangements with institutions or private individuals, to maintain operations, which may not be available on favorable terms, or at all, and could require us to sell certain assets or discontinue or curtail our operations. If the current equity and credit markets deteriorate, it may make any necessary debt or equity financing more difficult, more costly and more dilutive. In addition, pursuant to a voting agreement, effective June 16, 2022 as amended effective November 7, 2022, with Axil and Intrepid Global Advisors, we are subject to certain limitations on our ability to sell our capital stock until June 2024. 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.on favorable terms, or at all. We have not located any sources for theseadditional funds and may not be able to do so in the future. We expect that we will seek additional financing in the future. However, wefuture but may not be able to obtain additional capital when needed or generate sufficient revenuesat all, particularly if certain unfavorable economic and market conditions, such as inflation and the impacts of COVID-19 pandemic and supply chain disruptions, persist or worsen and intensify risks of a potential recession or other economic downturn. Failure to fundsecure any necessary financing in a timely manner and on favorable terms could have a material adverse effect on our operations.growth strategy, financial performance and stock price and could require us to delay or abandon our business plans. If we are unsuccessful at raisinggenerating 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 willoperations and may 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.

 

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Critical Accounting Policies

The preparation of condensed consolidated 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 consolidated financial statements for the six months ended November 30, 2022 and 2021, included with this quarterly report.

Impact of COVID-19

For over two years, the effects of a new coronavirus (“COVID-19”) and related actions to attempt to control its spread have impacted our business. The impact of COVID-19 on our operating results for the six months ended November 30, 2022 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 in some areas 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, including challenges arising from the emergence of new variants of COVID-19, governments may extend ongoing restrictions, reimplement previous restrictions or impose additional restrictions. The result of COVID-19 and those restrictions have resulted, and could continue to 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 for 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.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required for smaller reporting companies.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, has reviewed and evaluated the effectiveness of the Company’s disclosureWe 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 November 30, 2017. Based on such review and evaluation, our Chief Executive Officer and Chief Financial Officer concluded that,1934, as of November, 2017, the disclosureamended (the “Exchange Act”). Disclosure controls and procedures were effectiveinclude controls and procedures designed to ensure that information required to be disclosed by the Company in theour reports that it files or submitsfiled under the Exchange Act (a) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (b)that such information is accumulated and communicated to the Company’sour management, including itsthe principal executive officer and principal financial officers, as appropriateofficer, 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 our assessment, our principal executive officer and principal financial officer concluded that, as of November 30, 2022, our disclosure controls and procedures were effective based on those criteria.

Changes in Internal Controlinternal control over Financial Reportingfinancial reporting

There were no changes in the Company’sour internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or 15d-15 of the Exchange Act that occurred during the fiscal quarter ended November 30, 20172022 that have materially affected, or are reasonably likely to materially affect, the Company’sour internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

WeFrom time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties and an adverse result in these or other matters may arise from time to time that may harm our business. Except as set forth below, we are currently not aware of any such pending or threatened legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results. Where it is probable that we will incur a loss and the amount of the loss can be reasonably estimated, we record a liability in our financial statements. These legal accruals may be increased or decreased to reflect any relevant developments on a quarterly basis. Where a loss is not probable or the amount of the loss is not estimable, we do not record an accrual, consistent with applicable accounting guidance. In the opinion of management, while the outcome of such claims and disputes cannot be predicted with certainty, our ultimate liability in connection with these matters is not expected to have a material adverse effect on our results of operations, financial position or cash flows, and the amounts accrued for any individual matter are not material. However, legal proceedings are inherently uncertain. As a partyresult, the outcome of a particular matter or a combination of matters may be material to any material litigation, nor,our results of operations for a particular period, depending upon the size of the loss or our income for that particular period.

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 knowledgeCompany. However, the Company believes that the product was defective. The amount of management, is any litigation threatened against us that may materially affect us.the claim of $204,182 has been recorded as accounts payable, in the accompanying unaudited financial statements as of November 30, 2022.

ITEM 1A. RISK FACTORS

As a smaller reporting company, we are not required to provide risk factors. Please refer to our registration statement under Form S-1 for more information regarding risks related to the securities of the Company.

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

On September 26, 2017,During the three months ended November 30, 2022, the Company granted to an officer a stock option to purchase up to 300,000 shares of Company’s common stock, at an exercise price of $0.20 per share, pursuant to the Company’s 2022 Equity Incentive Plan. In addition, we sold 1,426,391 shares of common stock, under a private placement, to accredited investors, at a purchase price of $0.23 per share, for net proceeds of $328,050.

In December 2022, the Company sold 100,000additional 302,175 shares of its common stock, under the private placement agreement, to accredited investors, at $0.25a purchase price of $0.23 per common share, for net proceeds of $25,000.$94,500.

Between September 27, 2017The sale or issuances of the securities described above were deemed to be exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, including Regulation D and October 2, 2017,Rule 506 promulgated thereunder, as transactions of a Company not involving a public offering. No advertising or general solicitation was employed in offering the securities. Each purchaser is an accredited investor (as defined in Rule 501 of Regulation D), and each received adequate information about the Company sold an aggregate of 271,000 shares of itsor had access to such information, through employment or other relationships, to such information. All the common stock at $0.40 per common share for proceeds of $108,400.

On September 29, 2017, the Company sold 375,000 shares of its common stock to an affiliated company at $0.40 per common share for proceeds of approximately $150,000. The affiliated company is managed by the brotherissued or issuable upon exercise or conversion of the Company’s Chief Executive Officer.

The Company relied onforegoing securities are deemed restricted securities for the exemption from registration provided under Rule 506(b)purposes of Regulation D in the sale of these securities. Securities Act.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ItemITEM 4. Mine Safety DisclosuresMINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

(a) Not applicable.

(b) During the quartersix months ended November 30, 2017,2022, there have not been any material changes to the procedures by which security holders may recommend nominees to the Board of Directors.

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ITEM 6. EXHIBITS

      Incorporated by reference
Exhibit   Filed    Period   Filing
Number Exhibit Description herewith Form Ending Exhibit date
3.1 Articles of Incorporation filed with the state of Delaware on May 21, 2015   S-1 05/31/2017  3.1 10/6/2017
3.2 Bylaws   S-1 05/31/2017 3.2 10/6/2017
3.3 Certificate of Amendment filed in the state of Delaware on June 9, 2015   S-1 05/31/2017 4.2 10/6/2017
10.1 Contribution Agreement between Reviv3 Procare, LLC and Reviv3 Procare Company, dated June 1, 2015   S-1 05/31/2017  10.1 10/6/2017
10.2 Lease Agreement between Riviv3 Procare Company and the Realty Association Fund VIII, L.P. dated September 28, 2016   S-1/A 5/31/2017 10.2 11/17/2017
31.1 Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X   11/30/2017    
31.2 Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X   11/30/2017    
32.1 Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. X   11/30/2017    
32.2 Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.    11/30/2017    
101.INS XBRL Instance X   11/30/2017    
101.SCH XBRL Taxonomy Extension Schema X   11/30/2017    
101.CAL XBRL Taxonomy Extension Calculation X   11/30/2017    
101.DEF XBRL Taxonomy Extension Definition X   11/30/2017    
101.LAB XBRL Taxonomy Extension Labels X   11/30/2017    
101.PRE XBRL Taxonomy Extension Presentation X   11/30/2017    
ExhibitFiled 
NumberExhibit Descriptionherewith
3.1Amended and Restated Certificate of Incorporation (incorporated herein by reference to Exhibit 3.3 of the Company’s Registration Statement on Form S-1 (File No. 333-220846) filed with the SEC on October 6, 2017).
3.2Certificate of Amendment to the Amended and Restated Certificate of Incorporation (incorporated herein by reference to Exhibit 3.3 to the Company’s Annual Report on Form 10-K filed with the SEC on August 25, 2022).
3.3Bylaws (incorporated herein by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 (File No. 333-220846) filed with the SEC on October 6, 2017).
10.1Amendment to Asset Purchase Agreement, dated September 8, 2022, between Reviv3 Procare Company, Reviv3 Acquisition Corporation, and Axil & Associated Brands Corp. and Certain Stockholders of Axil & Associated Brands Corp. (incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on October 12, 2022).
10.2*Executive Employment Agreement, dated November 1, 2022, by and between Reviv3 Procare Company and Meenu Jain (incorporated herein by reference to the Company’s Current Report on Form 8-K filed with the SEC on November 2, 2022).
10.3Amendment Number 1 to Voting Agreement, dated November 7, 2022, by and among Reviv3 Procare Company, Intrepid Global Advisors, Inc., and Axil & Associated Brands Corp. (incorporated herein by reference to the Company’s Current Report on Form 8-K filed with the SEC on November 9, 2022).
10.4+Standard Industrial/Commercial Muti-Tenant Lease, dated November 9, 2022, between Vicky Lien and Reviv3 Procare Company.X
10.5Form of Securities Purchase Agreement.X
31.1Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.X
31.2Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.X
32.1Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

X

(furnished herewith)

32.2Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

X

(furnished herewith)

101The following unaudited condensed consolidated financial statements from the Quarterly Report on Form 10-Q for the quarter ended November 30, 2022 are formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Balance Sheets, (ii) Statements of Operations, (iii) Statements of Changes in Stockholders’ Equity, (iv) Statements of Cash Flows, and (v) the Notes to Financial Statements.X
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).X

 

*        Management compensatory plan or arrangement.

+ The schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K and the Company agrees to furnish supplementally to the SEC a copy of any omitted schedules or exhibits upon request.

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SIGNATURES

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Reviv3 Procare CompanyREVIV3 PROCARE COMPANY
Date: January 12, 201810, 2023By:
By: /s/ Jeff Toghraie
Jeff Toghraie
Chief Executive Officer and
(Principal Executive Officer)
By:/s/ Meenu Jain
Meenu Jain
Chief Financial Officer
(principal executive officer,
principal accounting officerPrincipal Financial Officer and
principal financial officer) Principal Accounting Officer)

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