UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~November 30, 2022~~August 31, 2023

☐ 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: 000-56351

Reviv3 Procare Company

(Exact Name of Registrant as Specified in Its Charter)

Delaware		47-4125218
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

901 Fremont Avenue, Unit 158 ~~And Unit 168~~, Alhambra, CA		91803
(Address of Principal Executive 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 class		Trading symbol(s)		Name of each exchange on which registered
None		N/A		N/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 every Interactive Data File required to be submitted 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 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	☒
		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 10,~~October 11, 2023, there were ~~116,858,340~~117,076,949 shares of the registrant’s common stock, $0.0001 par value, outstanding.

REVIV3 PROCARE COMPANY AND SUBSIDIARY

INDEX

			Page
Cautionary Note Regarding Forward Looking Statements			ii

PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)		1

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		2

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		7

Item 4.	Controls and Procedures		7

PART II - OTHER INFORMATION

~~Item 1.~~	~~Legal Proceedings~~	8

Item ~~1A.~~1.	Legal Proceedings	~~Risk Factors~~	8

Item 2.1A.	Risk Factors	~~Unregistered Sales of Equity Securities and Use of Proceeds~~	8

Item 3.2.	Unregistered Sales of Equity Securities and Use of Proceeds	~~Defaults Upon Senior Securities~~	8

Item 4.3.	Defaults Upon Senior Securities	~~Mine Safety Disclosures~~	8

Item 5.4.	Mine Safety Disclosures	~~Other Information~~	8

Item 5.	Other Information		8

Item 6.	Exhibits	~~Exhibits~~	9

Signatures		~~Signatures~~	10

-i-

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

~~Except for any historical information contained herein, the matters discussed in this quarterly report~~This Quarterly Report on Form 10-Q, ~~contain~~in particular Part I, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains certain “forward-looking statements” within the meaning of Section 27A of the ~~federal securities laws.~~Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements represent our expectations, beliefs, intentions or strategies concerning future events, including, but not limited to, any statements regarding our ~~future~~assumptions about financial ~~position, economic performance, results~~performance; the continuation of ~~operations, business strategy, budgets, projected costs,~~historical trends; the sufficiency of our cash balances for future liquidity and capital resource ~~needs,~~needs; the expected impact of changes in accounting policies on our results of operations, financial condition or cash flows; anticipated problems and our plans ~~and objectives of management~~ for future ~~operations,~~operations; and the ~~information referred~~economy in general or the future of the beauty and hair care industry and the hearing protection and ear bud business, all of which were subject to ~~under “Management’s Discussion~~various risks and ~~Analysis of Financial Condition and Results of Operations.”~~uncertainties.

~~These~~There are a number of factors that could cause our actual results to differ from those indicated in the forward-looking statements, generally can be identified by the use of forward-looking terminology, such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “should,” “could,” “would,” “will likely result”, “project,” “continue” or similar terminology, although not all forward-looking statements contain these 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 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~~outside of 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, actual results may differ 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;They include: 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;~~economy; 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, and may continue to be, exacerbated by the Russia-Ukraine ~~conflict and the COVID-19 pandemic;~~conflict; additional tax expenses or exposures; 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 the impact of climate change; demand for and market acceptance of our products, as well as our ability to successfully anticipate consumer trends; business divestitures; labor relations; the potential impact of environmental, social and governance matters; and implementation of environmental remediation matters.

When used in this Quarterly Report on Form 10-Q and other reports, statements, and information we have filed with the Securities and Exchange Commission (the “SEC”), in our press releases, presentations to securities analysts or investors, in oral statements made by or with the approval of an executive officer, the words or phrases “believes,” “may,” “will,” “expect,” “should,” “could,” “would,” “continue,” “anticipate,” “intend,” “likely,” “estimate,” “project,” “plan,” “design,” “potential”, “focus” or similar expressions and variations thereof are intended to identify such forward-looking statements. However, 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 Quarterly Report on Form 10-Q. We caution that these statements by their nature involve risks and uncertainties, certain of which are beyond our control, and actual results may differ materially depending on a variety of important factors. These forward-looking statements are not guarantees of our future performance and involve risks, uncertainties, estimates and assumptions that are difficult to predict.

We do not assume the obligation to update any forward-looking statement, except as required by applicable law.

~~When considering these forward-looking statements, you~~ You should ~~keep in mind the cautionary~~carefully evaluate such statements in light of factors described in this ~~quarterly report~~Quarterly Report. In this Quarterly Report on Form 10-Q, Reviv3 Procare Company (“Reviv3 Procare,” the “Company,” “we,” “us,” and ~~in our other filings with the SEC, including our Annual Report on Form 10-K for the year ended May 31, 2022. We cannot assure you~~“our”) has identified material factors that ~~the forward-looking statements in this quarterly report on Form 10-Q will prove~~could cause actual results to ~~be accurate. Furthermore, if our forward-looking statements prove~~differ from expected or historic results. You should understand that it is not possible to ~~be inaccurate, the inaccuracy may prove to be material. In light of the significant uncertainties in these forward-looking statements,~~predict or identify all such factors. Consequently, you should not ~~regard these statements as~~consider any such list to be a ~~representation~~complete list of all potential risks or ~~warranty by us or any other person that we will achieve our objectives and plans in any specified timeframe, or at all.~~uncertainties.

-ii-

REVIV3 PROCARE COMPANY AND SUBSIDIARY

INDEX TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2023

PART 1 – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

~~REVIV3 PROCARE COMPANY AND SUBSIDIARY~~

~~INDEX TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

~~NOVEMBER 30, 2022~~

~~CONTENTS~~

Financial Statements:

Consolidated Balance Sheets - As of ~~November 30, 2022 (Unaudited)~~August 31, 2023 and May 31, ~~2022~~2023	F-1

Consolidated Statements of Operations - For the three ~~and six~~ months ended ~~November 30,~~August 31, 2023 and 2022 ~~and 2021~~ (Unaudited)	F-2

Consolidated Statements of Changes in Stockholders’ Equity - For the three ~~and six~~ months ended ~~November 30,~~August 31, 2023 and 2022 ~~and 2021 (Unaudited)~~	F-3

Consolidated Statements of Cash Flows – For the ~~six~~three months ended ~~November 30,~~August 31, 2023 and 2022 ~~and 2021~~ (Unaudited)	F-4

Condensed Notes to Unaudited Consolidated Financial Statements	F-5

-1-

REVIV3 PROCARE COMPANY AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS


	August 31, 2023			May 31, 2023
	(Unaudited)

ASSETS
CURRENT ASSETS:
Cash	$	5,061,723		$	4,832,682
Accounts receivable, net		455,886			417,016
Inventory, net		2,069,968			1,311,864
Prepaid expenses and other current assets		485,609			801,360

Total Current Assets		8,073,186			7,362,922

OTHER ASSETS:
Property and equipment, net		199,561			157,463
Intangible assets, net		363,299			382,674
Right of use asset		86,111			101,845
Other assets		12,194			12,195
Goodwill		2,152,215			2,152,215

Total Other Assets		2,813,380			2,806,392

TOTAL ASSETS	$	10,886,566		$	10,169,314

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES:
Accounts payable	$	1,077,005		$	908,606
Customer deposits		92,817			183,688
Equipment payable, current		1,375			2,200
Contract liabilities, current		909,883			827,106
Notes payable		155,334			172,588
Due to related party		58,980			158,072
Lease Liability, current		68,558			65,824
Income Tax Liability		296,902			230,913
Other current liabilities		768,185			305,664

Total Current Liabilities		3,429,039			2,854,661

LONG TERM LIABILITIES:
Lease liability, long term		18,650			36,752
Contract liabilities, long term		561,359			605,942

Total Long Term Liabilities		580,009			642,694

Total Liabilities		4,009,048			3,497,355

Commitments and contingencies (see Note 11)		-			-

STOCKHOLDERS’ EQUITY:
Preferred stock, $0.0001 par value; 300,000,000 shares authorized; 250,000,000 shares issued and outstanding as of August 31, 2023 and May 31, 2023		25,000			25,000
Common stock, $0.0001 par value: 450,000,000 shares authorized; 117,076,949 shares issued, and outstanding as of August 31, 2023 and May 31, 2023		11,708			11,708
Additional paid-in capital		10,153,350			10,102,243
Accumulated deficit		(3,312,540	)		(3,466,992	)

Total Stockholders’ Equity		6,877,518			6,671,959

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	10,886,566		$	10,169,314

November 30,
2022 May 31,
2022
(Unaudited)

ASSETS
CURRENT ASSETS:
Cash $ 4,018,170 $ 373,731
Accounts receivable, net 791,325 105,921
Inventory, net 2,113,678 323,388
Prepaid expenses and other current assets 380,095 -

Total Current Assets 7,303,268 803,040

OTHER ASSETS:
Property and equipment, net 159,627 29,145
Intangible assets, net 421,423 -
Right of use asset - 45,453
Other assets 20,087 16,277
Goodwill 2,152,215 -

Total Other Assets 2,753,352 90,875

TOTAL ASSETS $ 10,056,620 $ 893,915

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES:
Accounts payable $ 1,322,240 $ 435,713
Contract liabilities- current 817,606 -
Notes payable 208,688 156,300
Due to related party 136,844 25,452
Other current liabilities 1,450,495 89,538

Total Current Liabilities 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 4,509,806 709,203

Commitments and contingencies (see Note 10) - -

STOCKHOLDERS’ EQUITY:
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 9,899,298 5,472,084
Accumulated deficit (4,389,140 ) (5,291,567 )

Total Stockholders’ Equity 5,546,814 184,712

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 10,056,620 $ 893,915

See accompanying condensed notes to these unaudited consolidated financial statements.

F-1

REVIV3 PROCARE COMPANY AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS

~~FOR THE THREE AND SIX MONTHS ENDED NOVEMBER 30, 2022 AND 2021~~

(UNAUDITED)


	For the Three Months Ended						For the Six Months Ended						For the Three Months Ended
	November 30,			November 30,			November 30,			November 30,			August 31,
	2022			2021			2022			2021			2023			2022

Sales	$	6,731,999		$	493,816		$	10,969,357		$	1,333,088
Sales, net													$	6,106,269		$	4,237,358

Cost of sales		1,692,965			112,800			2,647,669			476,696			1,458,703			954,704
														24	%		23	%
Gross profit		5,039,034			381,016			8,321,688			856,392			4,647,566			3,282,654
														76	%		77	%
OPERATING EXPENSES:
Marketing and selling expenses		3,098,898			269,051			5,076,874			620,673			3,206,841			1,977,976
Compensation and related taxes		509,339			777			790,027			11,608			279,989			280,688
Professional and consulting expenses		213,205			55,686			679,655			119,554			426,775			466,450
General and administrative		232,597			60,739			590,736			124,268			560,204			358,139

Total Operating Expenses		4,054,039			386,253			7,137,292			876,103			4,473,809			3,083,253
														74	%		73	%
INCOME (LOSS) FROM OPERATIONS		984,995			(5,237	)		1,184,396			(19,711	)
INCOME FROM OPERATIONS														173,757			199,401

OTHER INCOME (EXPENSE):
Gain on debt settlement		-			35,000			50,500			35,000			-			50,500
Other income														9,835			-
Interest income		4,704			7			6,541			18			38,493			1,837
Interest expense and other finance charges		(1,755	)		(1,569	)		(3,213	)		(3,145	)		(1,644	)		(1,458	)

Other Income (Expense), Net		2,949			33,438			53,828			31,873			46,684			50,879

INCOME BEFORE PROVISION FOR INCOME TAXES		987,944			28,201			1,238,224			12,162			220,441			250,280

Provision for income taxes		261,044			-			335,797			-			65,989			74,753

NET INCOME	$	726,900		$	28,201		$	902,427		$	12,162		$	154,452		$	175,527

NET INCOME PER COMMON SHARE:
Basic	$	0.01		$	0.00		$	0.01		$	0.00		$	0.00		$	0.00
Diluted	$	0.00		$	0.00		$	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			117,076,949			102,402,140
Diluted		368,933,486			41,945,881			341,429,203			41,945,881			372,451,949			314,223,880

See accompanying condensed notes to these unaudited consolidated financial statements.

F-2

REVIV3 PROCARE COMPANY AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE THREE ~~AND SIX~~ MONTHS ENDED ~~NOVEMBER 30,~~AUGUST 31, 2023 AND 2022 ~~AND 2021~~

(UNAUDITED)

~~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~~August 31, 2023

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


					Common Stock									Total
	Preferred Stock				Issued				Additional Paid-in		Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Equity
Balance, May 31, 2023		250,000,000	$	25,000		117,076,949	$	11,708	$	10,102,243	$	(3,466,992	)	$	6,671,959

Stock options expense		-		-		-		-		51,107		-			51,107

Net income for the three months ended August 31, 2023		-		-		-		-		-		154,452			154,452

Balance, August 31, 2023		250,000,000	$	25,000		117,076,949	$	11,708	$	10,153,350	$	(3,312,540	)	$	6,877,518

~~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~~August 31, 2022

					Common Stock									Total
	Preferred Stock				Issued				Additional 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 issues for acquisition of business		250,000,000		25,000		73,183,893		7,318		3,975,162		-			4,007,480

Stock options expense		-		-		-		-		97,283		-			97,283

Net income for the three months ended August 31, 2022		-		-		-		-		-		175,527			175,527

Balance, August 31, 2022		250,000,000	$	25,000		115,129,774	$	11,513	$	9,544,529	$	(5,116,040	)	$	4,465,002

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 condensed notes to these unaudited consolidated financial statements.

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 $ -


	For the Three Months Ended August 31,
	2023			2022

CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	154,452		$	175,527
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		28,237			19,669
Bad debts		52,866			-
Stock based compensation		51,107			97,283
Gain on debt forgiveness		-			(50,500	)
Change in operating assets and liabilities:
Accounts receivable		(91,736	)		(93,901	)
Inventory		(758,104	)		432,998
Prepaid expenses and other current assets		315,751			(204,130	)
Accounts payable and accrued expenses		168,399			52,247
Other current liabilities		438,006			296,106
Contract liabilities		38,194			82,334

NET CASH PROVIDED BY OPERATING ACTIVITIES		397,172			807,633

CASH FLOWS FROM INVESTING ACTIVITIES
Cash acquired on business acquisition		-			1,066,414
Purchase of property and equipment		(50,960	)		(6,400	)

NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES		(50,960	)		1,060,014

CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of equipment financing		(825	)		(825	)
Repayment of note payable		(17,254	)		-
Advances (payments) from a related party		(99,092	)		2,732

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		(117,171	)		1,907

NET INCREASE IN CASH		229,041			1,869,554

CASH - Beginning of period		4,832,682			373,731

CASH - End of period	$	5,061,723		$	2,243,285
		-
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$	1,644		$	125
Income taxes	$	-		$	-

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Stock issued for asset purchase agreement	$	-		$	4,007,480
Tangible assets (excluding cash) acquired in business combination	$	-		$	1,740,729
Intangible assets acquired in business combination	$	-		$	456,945
Goodwill acquired in business combination	$	-		$	2,152,215
Liabilities assumed in business combination	$	-		$	1,408,823

See accompanying condensed notes to these unaudited consolidated financial statements.

F-4

REVIV3 PROCARE COMPANY AND SUBSIDIARY

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

~~NOVEMBER 30, 2022~~AUGUST 31, 2023

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 has moved its corporate headquarters to 901 Fremont Avenue, Unit 158, Alhambra, California 91803. Its phone number 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.~~(888) 638-8883. In March 2022, the Company incorporated a subsidiary “Reviv3 Acquisition ~~Corporation.”~~

OnCorporation” and in June ~~16,~~ 2022, ~~the Company~~ completed the asset acquisition of ~~(i)~~ the ~~hearing protection business of~~ Axil & Associated ~~Brands~~Brand Corp.~~, a Delaware corporation~~ business (“~~Axil”~~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~~now engaged in the ~~Axil assets to expand into~~manufacturing, marketing, sale and distribution of high-tech hearing and audio innovations that provide cutting edge solutions for consumers, with varied applications across many industries; as well as professional quality hair and skin care products. These products lines are both sold throughout the ~~hearing enhancement business through its newly incorporated subsidiary.~~United States, Canada, Europe and Asia.

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

Basis of Presentation and Principles of Consolidation

The accompanying unaudited consolidated financial statements have been prepared by us pursuant to the rules and regulations of the Securities and Exchange ~~Commission.~~Commission (“SEC”). 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,~~August 31, 2023, and 2022, ~~and 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 omitted. The unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended May 31, ~~2022.~~2023. The results of operations for the three ~~and six~~ months ended ~~November 30, 2022~~August 31, 2023 are not necessarily indicative of the results to be expected for the ~~full year.~~

~~Principles of Consolidation~~

fiscal year ending 2024. The unaudited consolidated financial statements include ~~Reviv3 Procare~~the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation.

~~Risk and Uncertainty Concerning COVID-19 Pandemic~~

In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a pandemic which continues to 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 time. 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 progression 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 these consolidated financial statements. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company obtained two loans under the Paycheck Protection Program (the “PPP”) of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) and one loan under the Economic Injury Disaster Loan Program (the “EIDL”) of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). See Note 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. WeAlthough we earned net income and have cash provided by operations for the three months ended August 31, 2023, we had an accumulated deficit of $3,312,540 as of August 31, 2023 and have incurred operating losses and cash used in operations in the past. We currently expect to earn net income and positive cash flows from operations during the current fiscal year ~~2023.~~ending May 31, 2024. We believe our current cash balances, coupled with anticipated cash flow from operating activities, will be sufficient to meet our working capital ~~requirements.~~requirements for at least one year from the date of issuance of the accompanying unaudited consolidated financial statements. 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,~~AXIL’s business, 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 unaudited consolidated financial statements. Management is focused on growing the Company’s existing products, ~~offering,~~introducing new products, as well as expanding 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~~AXIL’s assets in June 2022, ~~will likely~~may 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~~The Company cannot provide any assurance that it will be able to raise additional capital or obtain necessary financing 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.

F-5

REVIV3 PROCARE COMPANY AND SUBSIDIARY

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2023

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

Use of estimates

The preparation of the unaudited consolidated financial statements in conformity with accounting principles generally accepted in the United States (“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~~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)~~14)

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 an allowance for doubtful accounts based on its best estimate of the amount of probable credit losses in its existing accounts receivable. The Company periodically reviews its accounts receivable to determine whether an allowance is necessary based on an analysis of past due accounts and other factors that may indicate that the realization of an account may be in doubt. Account balances deemed to be uncollectible are charged to bad debt expense and included in the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

Prepaid expenses and other current assets

Prepaid expenses and other current assets consist primarily of cash prepayments to vendors for inventory and prepayments for trade shows and marketing events which will be utilized within a year, prepayments on credit cards and the right to recover assets (for the cost of goods sold) associated with the right of returns for products sold.

~~F-6~~

~~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)~~

Inventory

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

F-6

REVIV3 PROCARE COMPANY AND SUBSIDIARY

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2023

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

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, two-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 Accounting Standards Codification (“ASC”) 606, Revenue From Contracts With Customers. This revenue recognition standard (new guidance) has a five ~~steps~~step process: a) Determine whether a contract exists; b) Identify the performance obligations; c) Determine the transaction price; d) Allocate the transaction price; and e) Recognize revenue when (or as) performance obligations are satisfied.

The Company sells a variety of electronic hearing and enhancement products and hair and skin care products. The Company recognizes revenue for the agreed upon sales price when a purchase order is received from the customer and subsequently the product is shipped to the customer, which satisfies the performance obligation. Consideration paid to the customer to promote and sell the Company’s products is typically recorded as a reduction in revenues.

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

Identify the contract with a customer. The Company generally considers completion of a sales order (which requires customer acceptance 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) or purchase orders from non-consumer customers 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 the contract. Product performance obligations include shipment of ~~hearing enhancement and hearing protection systems~~products and related accessories, and service performance obligations include extended warranty coverage.

However, as the historical redemption rate under ~~the~~our 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 the customer.

F-7

REVIV3 PROCARE COMPANY AND SUBSIDIARY

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

~~NOVEMBER 30, 2022~~AUGUST 31, 2023

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

Determine the transaction price and allocation to performance obligations. The transaction price in the Company’s customer contracts consists of both fixed and variable consideration. Fixed consideration includes amounts to be contractually billed to the customer while variable consideration includes the 30-days and 60-days right of return that applies to ~~all products.~~AXIL and Reviv3 products, respectively. 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~~August 31, 2023, and May 31, ~~2022,~~2023, contract liabilities amounted to $~~1,391,089~~1,471,242 and $01,433,048, 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, totwo and three years was ~~$1,135,809~~$1,350,680 and ~~$0,~~$1,320,401, respectively, and contract liabilities associated with unfulfilled performance obligations for customers’ right of return was ~~$255,280~~$120,562 and ~~$0,~~$112,647, respectively. Our contract liabilities amounts are expected to be recognized over a period of between one year to three years. Approximately ~~$817,606~~$854,943 will be recognized in year 1, ~~$401,613~~$458,614 will be recognized in year 2, and ~~$171,870~~$157,685 will be recognized in year 3.

Revenue recognized, during the three months ended ~~November 30, 2022,~~August 31, 2023, that was included in the contract liability balance atupon the ~~beginning~~acquisition of ~~period (acquisition of Axil)~~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.~~$97,439

~~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 paid to vendors for inventory purchase.~~fees.

Shipping and Handling Costs

The Company accounts for shipping and handling fees in accordance with ASC 606. While amounts charged to customers for shipping products are included in revenues, the related costs of shipping products to customers are classified in marketing and selling expenses as incurred. Shipping costs included in marketing and selling expense were $~~222,193~~253,452 and $~~50,895~~285,329 for the three months ended ~~November 30,~~August 31, 2023 and 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, 2022 and 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-8

REVIV3 PROCARE COMPANY AND SUBSIDIARY

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2023

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

Fair value measurements and fair value of financial instruments

The Company adopted ~~Accounting Standards Codification (“ASC”)~~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~~liabilities.

Level 2:	Observable market-based inputs or unobservable inputs that are corroborated by market ~~data~~data.

Level 3:	Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions.

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

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

Business Combinations

For all business combinations (whether partial, full or step acquisitions), the Company records 100% of all assets acquired and liabilities assumed of the acquired business, ~~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~~AUGUST 31, 2023

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

The Company performs its annual goodwill impairment assessment on May 31st of each year or as impairment indicators dictate.

When evaluating the potential impairment of goodwill, management first assesses a range of qualitative factors, including but not limited to, macroeconomic conditions, industry conditions, the competitive environment, changes in the market for the Company’s products and services, regulatory and political developments, entity specific factors such as strategy and changes in key personnel, and the overall financial performance for each of the Company’s reporting units. If, after completing this assessment, it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying value, we then proceed to the quantitative impairment testing methodology primarily using the income approach (discounted cash flow method).

Under the quantitative method we compare the carrying value of the reporting unit, including goodwill, with its fair value, as determined by its estimated discounted cash flows. If the carrying value of a reporting unit exceeds its fair value, then the amount of impairment to be recognized is ~~recognized as~~ the amount by which the carrying amount exceeds the fair value.

When required, we arrive at our estimates of fair value using a discounted cash flow methodology which includes estimates of future cash flows to be generated by specifically identified assets, as well as selecting a discount rate to measure the present value of those anticipated cash flows. Estimating future cash flows requires significant judgment and includes making assumptions about projected growth rates, industry-specific factors, working capital requirements, weighted average cost of capital, and current and anticipated operating conditions. The use of different assumptions or estimates for future cash flows could produce different results.

Income Taxes

The Company accounts for income taxes pursuant to the provision of ASC 740-10, “Accounting for Income Taxes” (“ASC 740-10”), which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized.

The Company follows the provision of ASC 740-10 related to Accounting for Uncertain Income Tax Positions. When tax returns are filed, there may be uncertainty about the merits of positions taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions.

Tax positions that meet the more likely than not recognition threshold are measured at the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefit associated with tax positions taken that exceed the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying consolidated balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all more likely than not to be upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits.

The Company has adopted ASC 740-10-25, “Definition of Settlement”, which provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion and examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. The federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities, generally for three years after they are filed.

F-10

REVIV3 PROCARE COMPANY AND SUBSIDIARY

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2023

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

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~~not record any impairment loss during the ~~six~~three months ended ~~November 30, 2022~~August 31, 2023 and ~~2021.~~2022.

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 ~~non-employee~~director services received in exchange for an award of equity instruments over the period the employee or ~~non-employee~~director is required to perform the services in exchange for the award (presumptively, the vesting period). ASC 718 also requires measurement of the cost of employee ~~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.

Net income (loss) per share of ~~common stock~~Common Stock

Basic net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of common shares during the period. Diluted net income (loss) per share is computed using the weighted average number of common shares and potentially dilutive securities outstanding during the period. At ~~November 30, 2022,~~August 31, 2023, the Company had ~~5,600,000~~5,375,000 options and 250,000,000 shares of preferred stock outstanding, all of which were potentially dilutive securities. At ~~November 30, 2021,~~August 31, 2022, the Company had no5,300,000 options and 250,000,000 shares of preferred stock outstanding, all of which were potentially dilutive ~~securities outstanding related to common stock.~~securities.

The following table sets forth the computations of basic and diluted ~~loss~~net income per common share:

Schedule of Basic and Diluted Loss Per Share
Schedule of net loss per share
	For the Three Months Ended				For the Six Months Ended				For the Three Months Ended
	November 30,		November 30,		November 30,		November 30,		August 31,
	2022		2021		2022		2021		2023		2022

Net income	$	726,900	$	28,201	$	902,427	$	12,162	$	154,452	$	175,527

Weighted average basic shares		115,226,893		41,945,881		108,779,476		41,945,881		117,076,949		102,402,140
Dilutive securities:
Convertible preferred stock		250,000,000		-		228,142,077		-		250,000,000		206,521,739
Stock options		3,706,593		-		4,507,650		-		5,375,000		5,300,000
Weighted average dilutive shares		368,933,486		41,945,881		341,429,203		41,945,881		255,375,000		211,821,739

Earnings per share:
Basic	$	0.01	$	0.00	$	0.01	$	0.00	$	0.00	$	0.00
Diluted	$	0.00	$	0.00	$	0.00	$	0.00	$	0.00	$	0.00

~~F-10~~F-11

REVIV3 PROCARE COMPANY AND SUBSIDIARY

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

~~NOVEMBER 30, 2022~~AUGUST 31, 2023

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

Lease Accounting

In February 2016, the FASB issued ASU No. 2016-02, Leases(“ASU 2016-02”), which requires 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 (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 is 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 entities 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 renewed lease for its corporate headquarters ~~has been~~commencing December 1, 2022, under lease agreements classified as an operating lease. Please see Note 1011 – ~~“Commitments~~‘Commitments and ~~Contingencies” –~~Contingencies’ under “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 1415 – “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 the 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 Presentation and Summary of Significant Accounting Policies (continued)~~

Recently Issued Accounting Pronouncements

In August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (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 as 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 certain 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 Contract Assets and Contract Liabilities from Contracts with Customers.” This ASU requires contract assets and contract liabilities (e.g. deferred revenue) acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, “Revenue from Contracts with Customers”. Generally, this new guidance will result in the acquirer recognizing contract assets and contract liabilities at the same amounts recorded by the acquiree. Historically, such amounts were recognized by the acquirer at fair value in purchase accounting. The guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted, including in interim periods, for any financial statements that have not yet been issued. The Company opted to adopt this ASU as of June 1, 2022. The adoption of the guidance did not have a material impact on the accompanying consolidated financial statements.

Other accounting standards that have been issued or proposed by the 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-12

REVIV3 PROCARE COMPANY AND SUBSIDIARY

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2023

Note 3 – Accounts Receivable, net

Accounts receivable, consisted of the following:

Schedule of accounts receivable
	August 31, 2023			May 31, 2023
Customers Receivable	$	529,656		$	345,264
Merchant Processor Receivable		76,477			167,232
Less: Allowance for Doubtful Debts		(150,247	)		(95,480	)
Accounts receivable, net	$	455,886		$	417,016

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 $~~105,975~~52,866 and $0 during the three months ended ~~November 30,~~August 31, 2023 and 2022, ~~and 2021, respectively. The Company recorded bad debt expense of $105,975~~ ~~and $2,316~~ ~~during the six months ended November 30, 2022 and 2021,~~ respectively.

Note 4 – Inventory, net

Inventory consisted of the following:

Schedule of Inventory
	August 31, 2023		May 31, 2023
Finished Goods	$	1,878,669	$	1,198,218
Raw Materials		191,299		113,646
Inventory, net	$	2,069,968	$	1,311,864

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

At ~~November 30, 2022~~August 31, 2023 and May 31, ~~2022,~~2023, inventory held at third party locations amounted to $~~10,406~~114,630 and $~~16,940~~0, respectively. At ~~November 30, 2022~~August 31, 2023 and May 31, ~~2022,~~2023, inventory in-transit amounted to $~~256,510~~345,628 and $0135,482, respectively.

~~F-12~~

~~REVIV3 PROCARE COMPANY AND SUBSIDIARY~~

~~CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~During the three months ended August 31, 2023, the Company did not record any allowance on slow moving inventory that would be included in cost of sales. As of August 31, 2023, there was noslow moving inventory.

~~NOVEMBER 30, 2022~~

Note 5 – Property and Equipment

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

Schedule of Property and Equipment
	Estimated Life	November 30, 2022			May 31, 2022			Estimated Life	August 31, 2023			May 31, 2023
Furniture and Fixtures	5 years	$	5,759		$	5,759		5 years	$	5,759		$	14,598
Computer Equipment	3 years		22,130			17,392		3 years		30,968			33,146
Office equipment	5-10 years		8,838			-
Plant Equipment	5-10 years		154,527			45,128		5-10 years		216,738			165,778
Automobile	5 years		15,000			-		5 years		15,000			15,000
Less: Accumulated Depreciation			(46,627	)		(39,134	)			(68,904	)		(71,059	)
		$	159,627		$	29,145
Total Property and Equipment, net									$	199,561		$	157,463

Depreciation expense amounted to $~~3,970~~8,862 and $~~2,128~~3,523 for the three months ended ~~November 30,~~August 31, 2023 and 2022, ~~and 2021,~~ respectively. ~~Depreciation expense amounted to $7,493~~ ~~and $4,475~~ ~~for the six months ended November 30, 2022 and 2021, respectively.~~

F-13

REVIV3 PROCARE COMPANY AND SUBSIDIARY

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2023

Note 6 – Intangible Assets

The Company acquired intangible assets through the ~~asset purchase agreement.~~Business Combination. (See Note ~~12)~~13). These intangible assets consisted of the following:

Schedule of intangible assets
	Estimated Life	August 31, 2023			May 31, 2023
Licensing rights	3 years	$	11,945		$	11,945
Customer Relationships	3 years		70,000			70,000
Trade Names	10 years		275,000			275,000
Website	5 years		100,000			100,000
Less: Accumulated Amortization			(93,646	)		(74,271	)
Total Intangible Assets, net		$	363,299		$	382,674

Goodwill arising through the business combination was $2,152,215 at August 31, 2023 (see Note 13).

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~~19,375 and $016,146 for the three months ended ~~November 30,~~August 31, 2023 and 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, 2020, a commercial bank granted to the Company a loan in the amount of $150,000~~, which is administered under the authority and regulations of the U.S. Small Business Administration pursuant to the Economic Injury Disaster Loan Program (the “EIDL”) of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The 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 87 – Other Current Liabilities

Other current liabilities comprised of the following:

Schedule of other current liabilities
	August 31, 2023		May 31, 2023
Credit Cards	$	12,308	$	833
Accrued Interest		10,904		10,343
Royalty Payment Accrual		34,062		8,792
Sales Tax Payable		227,894		240,559
Other Accrued Expenses		456,097		17,464
Affiliate Accrual		26,920		27,673
Total Other Current Liabilities	$	768,185	$	305,664

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

F-14

REVIV3 PROCARE COMPANY AND SUBSIDIARY

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2023

Note 8 – Equipment Payable

During the fiscal year ended May 31, 2019, the Company purchased a forklift under an installment purchase plan. The loan amount is $16,500 payable in 60 monthly installment payments of $317 comprising of principal payment of $275 and interest payment of $42. At August 31, 2023 and May 31, 2023, the balance outstanding on the loan was $1,375 and $2,200, respectively, of which the $1,375 balance is payable within the next year. The Company recorded an interest expense of $125 and $125, associated with the equipment financing during the three months ended August 31, 2023 and 2022, on the loan in the accompanying unaudited consolidated financial statements.

The amounts of loan payments due within the next fiscal year ending May 31, are as follows:

Schedule of loan payment due
	Total
2024	$	1,375
Equipment Payable, Net	$	1,375

Note 9 – Notes Payable

During the year ended May 31, 2020, a commercial bank granted to the Company a loan (the “Loan”) in the amount of $150,000, which is administered under the authority and regulations of the U.S. Small Business Administration pursuant to the Economic Injury Disaster Loan Program (the “EIDL”) of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The Loan, which is evidenced by a note dated May 18, 2020, bears interest at an annual rate of 3.75% and is payable 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. During the year ended May 31, 2022, the Company received additional $10,000 of borrowings under the program. The Company received a loan forgiveness for $10,000 during the year ended May 31, 2022. The Company recorded accrued interest of $10,904 and $10,343, as of August 31, 2023 and May 31, 2023, respectively.

During the three months ended August 31, 2023 the Company continued to pay its insurance financing loan, which had a total principal of $53,337 for the general 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. Through the three months ended August 31, 2023, nine installments have been paid and the outstanding balance of the loan amounted to $5,334.

Schedule of notes payable
Notes Payable as of	August 31, 2023			May 31, 2023
Insurance Financing	$	5,334		$	21,335
Financing Charges		-			1,253
Economic Injury Disaster Loan Program (EIDL)		150,000			150,000
Total		155,334			172,588
Less: Current portion		(155,334	)		(172,588	)
Non-current portion	$	-		$	-

F-15

REVIV3 PROCARE COMPANY AND SUBSIDIARY

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2023

Note 910 – Stockholders’ Equity

Shares Authorized

~~On June 13, 2022,~~As of August 31, 2023, 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, t~~he authorized capital of the Company ~~consisted~~consists of 450,000,000 shares of common stock, par value $0.0001 per share and 300,000,000 shares of preferred stock, par value $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 (the “Board”) is expressly authorized to provide for the issuance of all or any of the shares of the ~~preferred stock~~Preferred Stock in one or more series, and to fix the number of shares and to determine or alter, for each such series, such voting powers, full or limited, or no voting powers and such designations, preferences, and relative, participating, optional, or other rights and such qualifications, limitations, or restrictions thereof, as shall be stated and expressed until the resolution adopted by the Board ~~of Directors~~ providing the issuance of such shares. The Board ~~of Directors~~ is also expressly authorized to increase or decrease the number of shares of any series subsequent to the issue of shares of that series. In case the number of shares of any such series shall be so decreased, the decrease shall resume the status that they had prior to the adoption of the resolution originally fixing the number of shares of such series.

During the ~~six months~~fiscal year ended ~~November 30, 2022,~~May 31, 2023, the Company issued 250,000,000 shares of non-voting Series A Preferred Stock, which are convertible into shares of Company ~~common stock~~Common Stock on a one-to-one ratio, pursuant to the Asset Purchase Agreement (See Note ~~12)~~13 and Common Stock section below). These 250,000,000 shares of non-voting Series A Preferred Stock were valued at the fair market value of $3,100,000. at issuance.

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~~Company 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~~Company’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,~~August 31, 2023 and May 31, 2023, 250,000,000 shares of ~~preferred stock~~Preferred Stock were issued and outstanding.

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

~~F-15~~F-16

REVIV3 PROCARE COMPANY AND SUBSIDIARY

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

~~NOVEMBER 30, 2022~~AUGUST 31, 2023

Note 10 – Stockholders’ Equity (continued)

Common Stock

As of ~~November 30, 2022,~~August 31, 2023, ~~116,556,165~~117,076,949 shares of common stock were issued and outstanding.

~~During the six months ended November 30, 2022, the Company issued~~ ~~73,183,893~~ ~~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~~Common Stock were issued during the ~~six months~~three month period ended ~~November 30, 2021.~~August 31, 2023.

Stock Options

The Board ~~of Directors~~ approved the Company’s 2022 Equity Incentive Plan (the “Plan”) on March 21, 2022. Under the Plan, equity-based awards may be made to employees, officers, directors, non-employee directors and consultants of the Company and its Affiliates (as defined in the Plan) in the form of (i) Incentive Stock Options (to eligible employees only); (ii) Nonqualified Stock Options; (iii) Restricted Stock; (iv) Stock Awards; (v) Performance Shares; or (vi) any combination of the foregoing. The Plan will terminate upon the close of business on the day next preceding March 21, 2032, unless terminated earlier in accordance with the terms of the Plan. The Board serves as the Plan administrator and may amend or terminate the Plan without stockholder approval, subject to certain exceptions.

The total number of shares initially authorized for issuance under the Plan was 10.0 million shares. The Plan provides for an annual increase on April 1 of each calendar year, beginning in 2022 and ending in 2031, subject to Board approval prior to such date. Such increase may be equal to the lesser of (i) 4% of the total number of shares of the Company’s common stock outstanding on May 31 of the immediately preceding fiscal year and (ii) such smaller number of shares as determined by the Board. The number of shares authorized for issuance under the Plan will not change unless the Board affirmatively approves an increase in the number of shares authorized for issuance prior to April 1 of the applicable year. Shares surrendered or withheld to pay the exercise price of a stock option or to satisfy tax withholding requirements will not be added back to the number of shares available under the Plan. To the extent that any shares of common stock awarded or subject to issuance or purchase pursuant to awards under the Plan are not delivered or purchased, or are reacquired by the Company, for any reason, including a forfeiture of restricted stock or failure to earn performance shares, or the termination, expiration or cancellation of a stock option, or any other termination of an award without payment being made in the form of shares of common stock will be added to the number of shares available for awards under the Plan. The number of shares available for issuance under the Plan will be adjusted for any increase or decrease in the number of outstanding shares of common stock resulting from payment of a stock dividend on common stock, a stock split or subdivision or combination of shares of common stock, or a reorganization or reclassification of common stock, or any other change in the structure of shares of common stock, as determined by the Board. Shares available for awards under the Plan will consist of authorized and unissued shares.

Two types of options may be granted under the Plan: (1) Incentive Stock Options, which may only be issued to eligible employees of the Company and are required to have exercise price of the option not less than the fair market value of the common stock on the grant date, or, in the case of an Incentive Stock Option granted to a Ten Percent Stockholder, 110% of the fair market value of the common stock on the grant date; and (2) Non-qualified Stock Options, which may be issued to participants under the Plan and which may have an exercise price less than the fair market value of the common stock on the grant date, but not less than par value of the stock.

The Board may grant or sell restricted stock to participants (i.e., shares that are subject to a subject to restrictions or limitations as to the participant’s ability to sell, transfer, pledge or assign such shares) under the Plan. Except for these restrictions and any others imposed by the Board, upon the grant of restricted stock, the recipient generally will have rights of a stockholder with respect to the restricted stock. During the applicable restriction period, the recipient may not sell, exchange, transfer, pledge or otherwise dispose of the restricted stock. The Board may also grant awards of common stock to participants under the Plan, as well as awards of performance shares, which are awards for which the payout is subject to achievement of such performance objectives established by the Board. Performance shares may be settled in cash.

F-17

REVIV3 PROCARE COMPANY AND SUBSIDIARY

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2023

Note 10 – Stockholders’ Equity (continued)

Each equity-based award granted under the Plan will be evidenced by an award agreement that specifies the terms of the award and such additional limitations, terms and conditions as the Board may determine, consistent with the provisions of the Plan.

Upon the occurrence of a change in control, unless otherwise provided in an award agreement: (i) all outstanding stock options will become immediately exercisable in full; (ii) all outstanding performance shares will vest in full as if the applicable performance conditions were achieved in full, subject to certain adjustments, and will be paid out as soon as practicable; and (iii) all restricted stock will immediately vest in full. The Plan defines a change in control as (i) the adoption of a plan of merger or consolidation of the Company with any other corporation or association as a result of which the holders of the voting capital stock of the Company as a group would receive less than 50% of the voting capital stock of the surviving or resulting corporation; (ii) the approval by the Board of an agreement providing for the sale or transfer (other than as security for obligations of the Company) of substantially all the assets of the Company; or (iii) in the absence of prior Board approval, the acquisition of more than 20% of the Company’s voting capital stock by any person within the meaning of Rule 13d-3 under the Exchange Act (other than the Company or a person that directly or indirectly controls, is controlled by, or is under common control with, the Company).

Subject to the Plan’s terms, the Board has full power and authority to determine whether, to what extent and under what circumstances any outstanding award will be terminated, canceled, forfeited or suspended. Awards to that are subject to any restriction or have not been earned or exercised in full by the recipient will be terminated and canceled if such recipient is terminated for cause, as determined by the Board in its sole discretion.

The Company estimates the fair value of share-based compensation utilizing the Black-Scholes option pricing model, which is dependent upon several variables such as the expected option term, expected volatility of the Company’s stock price over the expected term, expected risk-free interest rate over the expected option term and expected dividend yield rate over the expected option term. The Company believes this valuation methodology is appropriate for estimating the fair value of stock options granted to employees and directors which are subject to ASC Topic 718 requirements. These amounts are estimates and thus may not be reflective of actual future results, nor amounts ultimately realized by recipients of these grants. The Company recognizes compensation on a straight-line basis over the requisite service period for each award.

The Company utilizes the simplified method to estimate the expected life for stock options granted to employees. The simplified method was used as the Company does not have sufficient historical data regarding stock option exercises. The expected volatility is based on historical volatility. The risk-free interest rate is based on the U.S. Treasury yields with terms equivalent to the expected life of the related option at the time of the grant. Dividend yield is based on historical trends. While the Company believes these estimates are reasonable, the compensation expense recorded would increase if the expected life was increased, a higher expected volatility was used, or if the expected dividend yield increased.

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 valued at $477,000 and expiring on April 20, 2032. The options vest over time with 25% of the options vesting on September 1, 2022 and thereafter vesting 1/24^th on the 1^st of every month. ~~1,656,250~~2,890,625 of the options were vested as of ~~November 30, 2022.~~ August 31, 2023.

The Company computed the aggregate grant date fair value of $477,000using the ~~black-scholes~~Black-Scholes option pricing model, which is being recorded as stock-based compensation expense over the vesting period. During the three months ended August 31, 2023 and 2022, the Company recorded stock-based compensation expense of $51,107 and $97,283, respectively, for these options, in the accompanying unaudited consolidated financial statements.

F-18

REVIV3 PROCARE COMPANY AND SUBSIDIARY

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2023

Note 10 – Stockholders’ Equity (continued)

Pursuant to the Plan, on November 1, 2022, the Company issued non-statutory stock options, to ana former executive 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 valued at approximately $60,000 and expiring on October 31, 2032. ~~The options vest over time with 25% of the options vesting on January 30, 2023 and thereafter vesting 1/33~~^rd ~~on the 1~~^st ~~of every month. None of these options were~~75,000 shares vested as of ~~November 30, 2022.~~January 29, 2023, and the remaining 225,000 were forfeited in April 2023 when the executive officer left the Company. The ~~Company computed the aggregate grant date~~ fair value of $~~60,090~~the 75,000 vested options using the ~~black-scholes~~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 a stock-based compensation expense of $26,862~~ ~~and $~~0, respectively, for these options, in the accompanying consolidated financial statements. During the six months ended November 30, 2022 and 2021, the Company recorded a stock-based compensation expense of $~~124,145~~ ~~and $~~0~~, respectively, for these options, in the accompanying consolidated financial statements.~~$15,000.

The following table summarizes the activity relating to the Company’s stock options held by ~~Officers:~~executive 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~~

Schedule of summarizes relating to the company’s stock
	Number of Options			Weighted Average Exercise Price		Weighted Average Remaining Term

Outstanding as May 31, 2022		5,300,000		$	0.09		10.0
Granted		300,000		$	0.20		9.68
Less: Forfeited		(225,000	)	$	0.20		9.68
Outstanding as May 31, 2023		(5,375,000	)	$	0.09		8.92
Granted		-			-		-
Less: Forfeited		-			-		-
Less: Unvested at August 31, 2023		(2,484,375	)	$	0.09		8.67
Vested at August 31, 2023		2,890,625		$	0.09		8.67

Note 1011 – Commitments and ~~contingencies~~Contingencies

Leases

As discussed in Note 2 above, the Company adopted 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 lease on December 1, 2019 for~~ 3 ~~years. The lease expired on~~leases. In November ~~30, 2022. On November 9,~~ 2022, the Company entered into an extension of its lease for a ~~new lease agreement for~~ two ~~years, commencing on~~year term beginning December 1, ~~2022 and expiring on November 30, 2024.~~2022. The ~~Company has to pay a monthly base~~ rent ~~of $6,098~~is $6,098 per month for the first ~~twelve months~~year and $~~6,342~~ ~~for~~will increase by a certain amount the ~~next twelve months, under the lease agreement.~~following year.

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 if the Company directs the use of the asset and obtains substantially all the economic benefits of the asset. These leases are recorded as right-of-use (“ROU”) assets and lease obligation liabilities for leases with terms greater than 12 months. ROU assets represent the Company’s right to use an underlying asset for the entirety of the lease term. Lease liabilities represent the Company’s obligation to make payments over the life of the lease. A ROU asset and a lease liability are recognized at commencement of the lease based on the present value of the lease payments over the life of the lease. Initial direct costs are included as part of the ROU asset upon commencement of the lease. Since the interest rate implicit in a lease is generally not readily determinable for the operating leases, the Company uses an incremental borrowing rate to determine the present value of the lease payments. The incremental borrowing rate represents the rate of interest the Company would have to pay to borrow on a collateralized basis over a similar lease term to obtain an asset of similar value.

The Company reviews the impairment of ROU assets consistent with the approach applied for the Company’s other long-lived assets. The Company reviews the recoverability of long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on the Company’s ability to recover the carrying value of the asset from the expected undiscounted future pre-tax cash flows of the related operations.

F-19

REVIV3 PROCARE COMPANY AND SUBSIDIARY

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2023

Note 11 – Commitments and Contingencies (continued)

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~~The Company computed an initial lease liability of $131,970 for the new lease agreement and an initial ROU asset in the same amount which ~~will be~~was recorded on the books at the commencement of the lease on December 1, 2022. ~~A lease term of two years and a discount rate of~~ 12~~% was used.~~ During the three months ended ~~November 30,~~August 31, 2023 and 2022, ~~and 2021,~~ the Company recorded a lease expense in the amount of $~~23,559~~18,659 and $23,559, ~~respectively, for the old lease which expired on November 30, 2022. During the six months ended November 30, 2022 and 2021, the Company recorded a lease expense in the amount of $47,117~~ ~~and $47,117, respectively, for the old lease which expired on November 30, 2022.~~respectively. As of ~~November 30, 2022,~~August 31, 2023, the lease liability balance was $087,208 and the right of use asset balance was $086,111. A lease term of three years and a discount rate of 12% was used.

Supplemental balance sheet information related to leases was as follows:

Schedule of supplemental balance sheet information
	August 31, 2023			May 31, 2023
Assets
Right of use assets	$	131,970		$	131,970
Accumulated reduction		(45,859	)		(30,125	)
Operating lease assets, net	$	86,111		$	101,845

Liabilities
Lease liability	$	131,970		$	131,970
Accumulated reduction		(44,762	)		(29,394	)
Total lease liability, net		87,208			102,576
Current portion		(68,558	)		(65,824	)
Non-current portion	$	18,650		$	36,752

Maturities of operating lease liabilities were as follows as of August 31, 2023:

Schedule of maturities of operating lease liabilities
Operating Lease
2024	$	50,456
2025		36,752
Total	$	87,208
Less: Imputed interest	$	-
Present value of lease liabilities	$	87,208

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~~

Contingencies

On November 23, 2020, the Company was served a copy of a complaint filed by Jacksonfill, LLC in the Fourth Circuit Court for Duval County, Florida. The complaint ~~alleges~~alleged breach of Agreement for non-payments for certain products against the Company. ~~The allegations arise from alleged discrepancies discovered~~On September 2, 2023, Jacksonfill, LLC and the Company settled the dispute in the Circuit Court of the Fourth Judicial Circuit in Duval County, Florida per a binding settlement agreement. There is no admission of liability by the Company and the Company has agreed to pay Jacksonfill, LLC $125,000 in connection with the settlement. Currently, the Company has recorded a liability of $204,182 to provide for the reserve of the amount in question, which is in excess of what the settlement agreement provides. The adjustment will be made in the manufacturing of certain product. The Company has retained counsel and intends to vigorously defend the allegations. The product was delivered to the Company. However, the Company believes that the product was defective. The amount of the claim of $~~204,182~~ ~~has been recorded as accounts payable, in the accompanying financial statements as of November 30, 2022.~~subsequent reporting period.

F-20

REVIV3 PROCARE COMPANY AND SUBSIDIARY

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2023

Note 1112 – Related Party Transactions

The Company’s Chief Executive Officer, Jeff Toghraie, is the managing director of Intrepid Global Advisors (“Intrepid”). Intrepid has, from time to time, provided advances to the Company for working capital purposes. At ~~November 30, 2022~~August 31, 2023 and May 31, ~~2022,~~2023, the Company had aamounts payable to ~~the officer~~Intrepid of $~~136,844~~58,980 and $~~25,452~~124,378, respectively. These advances ~~are due on demand~~were short-term in nature and non-interest bearing. Additionally, 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.

During the ~~six~~three months ~~period~~ ended ~~November 30, 2022,~~August 31, 2023, the Company ~~made purchases~~paid $58,000 as consulting fee for product development to Weston T. Harris, a major stockholder of $~~20,737~~ ~~from certain related parties. During the three months period ended November 30, 2022,~~AXIL, and the Company ~~made purchases of~~also paid $~~12,434~~35,805 ~~from certain related parties.~~to his sons as compensation for services relating to packaging design and affiliate marketing during the same period.

~~During the six months period ended November 30,~~On June 16, 2022, the Company ~~paid $118,114~~and its wholly owned subsidiary Reviv3 Acquisition Corporation completed the acquisition of both (i) the hearing protection business of 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, as ~~consulting fee to a major shareholder~~amended on June 15, 2022, by and among the Company, Reviv3 Acquisition Corporation, AXIL and certain stockholders of ~~Axil, which is the largest shareholder~~AXIL. One of the ~~Company . The Company also paid $42,630~~ ~~to the sons~~stockholders of AXIL is Intrepid Global Advisors, Inc. As of August 31, 2023, Intrepid Global Advisors, Inc. held no outstanding common stock of AXIL and 19.50% 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~~outstanding common stock 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.~~ Company.

Note 1213 – ~~Asset Purchase Agreement~~Business Combination

On June 16, 2022, the Company completed the acquisition of certain assets of ~~Axil & Associated Brands Corp. (“Axil”),~~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~~AXIL, and certain of ~~Axil’s~~AXIL’s stockholders, providing for the acquisition of ~~Axil’s~~AXIL’s hearing protection business and ear bud business. The business constituted substantially all of the business operations of ~~Axil~~AXIL but did not include ~~Axil’s~~AXIL’s hearing aid line of business.

One of the stockholders of ~~Axil~~AXIL is ~~Intrepid Global Advisors.~~Intrepid. As of June 16, 2022, Intrepid held ~~4.68~~4.68%% of the outstanding common stock of ~~Axil~~AXIL and ~~22.33~~22.33%% of the outstanding ~~common stock~~Common Stock of the Company. As of August 31, 2023, Intrepid held no outstanding common shares of AXIL, as they were distributed with the Asset Purchase Agreement. Jeff Toghraie, Chairman and Chief Executive Officer of the Company, is a managing director of Intrepid.

As consideration for the Asset Purchase, ~~Axil~~AXIL received a total of 323,183,893 ~~323,183,893~~shares comprised of (a) 73,183,893shares of the Company’s ~~common stock~~Common Stock and (b) 250,000,000shares of non-voting Series A Preferred Stock, which are convertible into shares of Company ~~common stock~~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~~Common Stock that would cause the holder to beneficially own more than 5% of the Company’s ~~common stock,~~Common Stock, as determined in accordance with Sections 13(d) and (g) of the ~~Securities~~ Exchange ~~Act of 1934 (the “Exchange Act”).~~Act. The purchase price was computed to be $4,007,480based on a fair value of $0.0124per share on the date of acquisition.

~~F-18~~

~~REVIV3 PROCARE COMPANY~~

~~CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

~~NOVEMBER 30, 2022~~

The Company is utilizing the ~~Axil~~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~~was allocated to goodwill.

F-21

REVIV3 PROCARE COMPANY AND SUBSIDIARY

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2023

Note 13 – Business Combination (continued)

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 receivable		227,786
Inventory		1,342,461
Prepaid expenses		62,452
Other assets		108,030
Accounts payable		(285,665	)
Contract liabilities		(1,043,332	)
Other current 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
Goodwill purchased	$	2,152,215

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 1314 – Concentrations

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of trade accounts receivable and cash deposits, investments and cash equivalents instruments. The Company maintains its cash in bank deposits accounts. The Company’s account at this institution is insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. At ~~November 30, 2022~~August 31, 2023 and May 31, ~~2022,~~2023, the Company held cash of approximately $~~3,416,837~~4,309,828 and $~~123,871~~4,582,682, respectively, in excess of federally insured limits. The Company has not experienced any losses in such accounts through ~~November 30, 2022.~~August 31, 2023.

Concentration of Revenue, Accounts Receivable, Product Line, and Supplier – Hair and Skin Care Products

During the three months ended August 31, 2023 hair and skin care product sales to three customers, which each represented over 10% of our total sales, aggregated to approximately 40% of the Company’s net sales at 13%, 12% and 15%. During the three months ended August 31, 2022, there were no sales to any customer, which represented over 10% of our total sales.

During the three months ended August 31, 2023 hair and skin care product sales to customers outside the United States represented approximately 31% to Canada. During the three months ended August 31, 2022, sales to customers outside the United States represented approximately 7% which consisted of 5% from Canada and the balance from several other countries.

~~F-19~~F-22

REVIV3 PROCARE COMPANY AND SUBSIDIARY

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

~~NOVEMBER 30, 2022~~AUGUST 31, 2023

~~Concentration of Revenue, Product Line, and Supplier~~

Note 14 – Concentrations (continued)

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, 2022 there were no sales to any customer, which represented over 10% of our total sales. During the six months ended November 30, 2021 sales to two customers, which each represented over 10% of our total sales, aggregated to approximately 34~~% of the Company’s net sales at~~ 13%August 31, 2023, hair and 21%.

~~During the three months ended November 30, 2022, sales to customers outside the United States represented approximately~~ 5~~% which consisted of~~ 4~~% sales from Canada and balance~~ 1~~% from several other countries. During the three months ended November 30, 2021, sales to customers outside the United States represented approximately~~ 27~~% which consisted of sales of~~ 20~~% from Canada and~~ 7~~% from Italy. During the six months ended November 30, 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,~~skin care product sales by product line which each represented over 10% of sales consisted of approximately 8617%% from ~~sale~~sales of ~~our ear buds for PSAP (personal sound amplification product)~~hair shampoo, and ~~hearing protection.~~28% from sales of hair conditioner, 7% from shampoo and conditioner bundles, 30% from bundle kits and 18% from hair treatment product. During the three months ended ~~November 30, 2021,~~August 31, 2022, hair and skin care product sales by product line which each represented over 10% of sales consisted of approximately 1411%% from sales of hair shampoo, 34% from sales of hair shampoo and conditioner, and 35% from sale of ~~shampoo,~~ 11~~% from sale of moisturizer and conditioner,~~ 39~~% from sales of bundled packages and~~ 18~~% from sale of introductory kit~~bundle kits (shampoo, conditioner and ~~treatment spray).During the six months ended November 30, 2022,~~ ~~, 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 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~~three months ended ~~November 30,~~August 31, 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 %

Schedule of sales by product line
	For the Three Months ended
Hair Care Products	August 31, 2023			August 31, 2022
Shampoos and Conditioners		52	%		45	%
Bundle Kits		30	%		35	%
Ancillary Products		18	%		20	%
Total		100	%		100	%

At ~~November 30, 2022,~~August 31, 2023, hair and skin care product’s only accounts receivables from customers that accounted for more than 10% of sales transactions were from three separate customers at 36%, 26%, and 23%. At May 31, 2023, hair and skin care product’s only accounts receivable from ~~three~~one customer accounted for more than 310% ~~customers represented approximately~~ 71~~% at~~ 48%, 13~~% and~~ 10%. ~~At May 31, 2022, accounts receivable from four~~ 4 ~~customers represented approximately~~ 74~~% at~~ 11%, 12%, 14~~% and~~ 37%.of sales transactions.

The Company purchased inventories and products from ~~one~~ 1 ~~vendor totaling approximately $2.2~~ ~~million (~~80~~% of the purchases) and three~~ 3two vendors totaling approximately $~~71,240~~84,000 for the three months ended August 31, 2023. Hair and skin care inventory product purchased from three vendors totaling approximately $297,833, (~~100~~95%% of the purchases at 4061%%, 4212%% and 1822%%) during the fiscal year ended May 31, 2023.

Concentration of Revenue, Accounts Receivable, Product Line, and Supplier – Ear Protection and Enhancement Products

AXIL is sold direct-to-consumer, therefore, during the three months ended ~~November 30, 2022 and 2021, respectively.~~August 31, 2023, 8496.3%~~% and~~ 0% of ~~our purchases were from international vendors, during~~sales was direct to customers. There was no single customer that accounted for greater than 10% of total sales. During the three months ended ~~November 30,~~August 31, 2022, ~~and 2021, respectively.~~96.4% of sales was direct to customers, with no single customer that accounted for greater than 10% of total sales in that period.

~~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, 2022 and 2021, respectively.~~ 79~~% and~~ 0~~% of our purchases were from international vendors, during~~During the three months ended ~~November 30,~~August 31, 2023 AXIL sales to customers outside the United States represented approximately 4.9% which consisted of 4.2% from Canada and the remaining from various countries. During the three months ended August 31, 2022 sales of AXIL product to customers outside the United States represented 4.4% which consisted of 3.9% from Canada and ~~2021, respectively.~~the remaining from various countries.

Manufacturing is outsourced primarily overseas via a number of third-party vendors, the largest vendor accounted for 94.6% of all purchases for the three months ended August 31, 2023. For the fiscal year ended May 31, 2023, the two largest vendors accounted for 82% and 10% of all purchases.

~~F-20~~F-23

REVIV3 PROCARE COMPANY AND SUBSIDIARY

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

~~NOVEMBER 30, 2022~~AUGUST 31, 2023

Note 14 – Concentrations (continued)

During the three months ended August 31, 2023, AXIL sale of ear buds for PSAP (personal sound amplification product) and hearing protection by product line which each represented over 10% of sales consisted approximately 55.9% ($5.1M) from Ghost Stryke, 11.2% ($11.2M) from Trackr earmuffs and 32.8% ($3.0M) of sales of other Bluetooth and ear buds. During the three months ended August 31, 2022, AXIL sale of ear buds and hearing protection by product line which represented over 10% of sales was 90.7% from Ghost Stryke model GS-X ($5.5M).

During the three months ended August 31, 2023 sales by hearing enhancement and protection products comprised of the following:

Schedule of sales by product comprised
	For the three months ended
	August 31,			August 31,
Ear Protection & Enhancement Products	2023			2022
Ghost Stryke		55.9	%		90.7	%
Trackr Earmuffs		11.2	%		8.2	%
Other Bluetooth and ear buds		32.8	%		1.0	%
Accessories, other		0.1	%		0.1	%
Total		100.0	%		100.0	%

Note 1415 – 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.

F-24

REVIV3 PROCARE COMPANY AND SUBSIDIARY

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2023

Note 15 – Business Segment and Geographic Area Information (continued)

The Company’s segment information is as follows:

Schedule of segment information
	Three months ended
Net Sales	August 31, 2023		August 31, 2022
Hair care and skin care	$	314,853	$	485,236
Hearing enhancement and protection		5,791,416		3,752,122
Total net sales	$	6,106,269	$	4,237,358

Operating earnings
Segment gross profit:
Hair care and skin care	$	221,524	$	324,105
Hearing enhancement and protection		4,426,042		2,958,549
Total segment gross profit	$	4,647,566	$	3,282,654
Selling and Marketing		3,206,841		1,977,976
General and Administrative		1,266,968		1,105,277
Consolidated operating income	$	173,757	$	199,401

Total Assets:
Hair care and skin care	$	4,259,041	$	781,328
Hearing enhancement and protection		6,627,525		6,185,244
Consolidated total assets	$	10,886,566	$	6,966,572

Payments for property and equipment
Hair care and skin care	$	-	$	-
Hearing enhancement and protection		50,960		6,400
Consolidated total payments for property and equipment	$	50,960	$	6,400

Depreciation and amortization
Hair care and skin care	$	1,418	$	1,423
Hearing enhancement and protection		26,819		18,246
Consolidated total depreciation and amortization	$	28,237	$	19,669

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,~~August 31, 2023, approximately 9596%~~% 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 1516 – ~~Subsequent Events~~Income Taxes

We calculated our interim tax provision in accordance with ASC Topic 270, “Interim Reporting,” and ASC Topic 740, “Accounting for Income Taxes.” As the end of each interim quarterly period, we estimate our annual effective tax rate and apply that rate to our ordinary quarterly earnings to calculate the tax related to ordinary income. The tax effects of other items that are excluded from ordinary income are discretely calculated and recognized in the period in which they occur.

We recorded an income tax expense of $65,989 and $74,753 for the three months ended August 31, 2023 and 2022, respectively.

The Company ~~sold~~does ~~302,175~~no ~~shares of common stock for $94,500~~t have any uncertain tax positions or events leading to ~~be issued at $0.23~~ ~~per share, under several private placement agreements.~~uncertainty in a tax position. The Company’s 2020, 2021 and 2022 Corporate Income Tax Returns are subject to Internal Revenue Service examination.

~~F-21~~F-25

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

The following ~~discussion~~Management’s Discussion and Analysis of ~~our financial condition~~Financial Condition and ~~results~~Results of ~~operations~~Operations should be read in conjunction with, and is qualified in its entirety by, the unaudited consolidated financial statements and related notes thereto included in Item 1 in this Quarterly Report on Form ~~10-Q.~~

10-Q and with our audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended May 31, 2023 filed with the SEC on August 21, 2023. Our Management’s Discussion and Analysis of Financial Condition and Results of Operations contains not only statements that are historical facts, but also statements that are forward-looking. Forward-looking statements are, by their very nature, uncertain and risky. Forward-looking statements are often identified by words like: “believe”, “expect”, “estimate”, “anticipate”, “intend”, “project” and similar expressions, or words that, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this Quarterly Report on Form 10-Q. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Quarterly Report on Form 10-Q. See “Forward-Looking Statements” in this Form 10-Q for additional information.

Although the forward-looking statements in this Quarterly Report on Form 10-Q 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. Please see “Cautionary Note Regarding Forward-Looking Statements” in this Quarterly Report on Form 10-Q for additional information.

Overview

~~Reviv3 Procare~~The Company is engaged in the manufacturing, marketing, sale and distribution of high-tech, innovative hearing and audio enhancement and protection products that provide cutting-edge solutions for people with varied applications across many industries and professional quality hair and skin care products under various trademarks and brands. We have adopted and used the trademarks of our products for distribution throughout the United States, Canada, Europe, and Asia pursuant to the terms of twelve exclusive distribution agreements with various parties throughout our targeted market. Our manufacturing operations are outsourced and fulfilled by our co-packers and manufacturing partners. Currently, we produce fifty-one products with eighty separate stock-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 over the next twelve months.

On May 1, 2022, ~~Reviv3 Procare Company~~we entered into an Asset Purchase Agreement dated May 1, 2022 and amended on June 15, 2022 and September 8, 2022 with ~~Axil & Associated Brands Corp. (“Axil”),~~AXIL, a Delaware corporation, and a leader in hearing protection and enhancement products, for the acquisition of both the hearing protection business of ~~Axil~~AXIL consisting of ear plugs and ear muffs, and ~~Axil’s~~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.~~AXIL. The acquisition was completed subsequently on June 16, 2022. On September 8, 2022, the Company and ~~Axil~~AXIL entered into an amendment to the ~~asset purchase agreement in~~Asset Purchase Agreement which eliminated the provision in the Asset Purchase Agreement requiring the Company to effectuate a reverse stock split of ~~its common stock~~our Common Stock and preferred stock pursuant to the ~~asset purchase agreement~~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~~AXIL’s assets, the Company has two reportable segments: hair care and skin care, and hearing enhancement and protection.

~~Reviv3 Procare Company was incorporated~~Through our hearing enhancement and protection segment, we design, innovate, engineer, manufacture, market and service specialized systems 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 not,~~hearing enhancement, hearing protection, wireless audio, and ~~has not been at any time, a shell company. The Company has moved its corporate headquarters to 901 Fremont Avenue, Units 158~~communication. Through our hair care and ~~168, Alhambra, California 91803. Its phone number remains the same.~~skin care segment, we manufacture, market, sell, and distribute professional quality hair and skin care products.

~~Emerging Growth~~The Company’s overall business strategy is to establish market awareness of our products through our direct-to-consumer campaigns. We believe the increase in awareness will allow the Company to increase distribution and gain customers through our distribution partners’ retail establishments, with the goal of helping us achieve growth in market share and diversify our sales channels.

We qualify as an “emerging growth company” under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as 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 also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have irrevocably elected to “opt out” of this provision and, as a result, we will comply with new or revised accounting standards when they are required to be adopted by public companies that 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 ~~Six~~Three months Ended ~~November 30, 2022~~August 31, 2023 Compared to the ~~Six~~Three months Ended ~~November 30, 2021~~August 31, 2022

~~Sales~~Our results of operations are summarized below .

	Three months ended
	August 31,
	2023		2022

Net Sales	$	6,106,269	$	4,237,358
Cost of sales		1,458,703		954,704
Gross profit		4,647,566		3,282,654
Total operating expenses		4,473,809		3,083,253
Income from operations		173,757		199,401
Net income after tax	$	154,452	$	175,527

Net sales for the ~~six~~three months ended ~~November 30,~~August 31, 2023 and 2022 were $6,106,269 and ~~2021 were $10,969,357 and $1,333,088,~~$4,237,358, respectively. ~~Sales~~Net sales increased by $1,868,911 or 44.1% for the ~~six~~three months ended ~~November 30,~~August 31, 2023, as compared to the three months ended August 31, 2022, ~~increased by $9,636,269 or 723% over the same comparable period in 2021, primarily~~ due to ~~the acquisition~~a combination of ~~the hearing protection~~increased market awareness and ~~hearing enhancement business, pursuant~~higher demand of AXIL products attributed to ~~the asset purchase agreement.~~an increase in online and non-digital marketing campaigns and brand advertising.

Cost of sales ~~consisted~~includes primarily ofthe cost of ~~product,~~products and freight-in ~~costs, distribution and merchant fees. Cost~~costs. For the three months ended May 31, 2023, the overall cost of sales ~~for~~increased by $503,999 or 52.8%, as compared to the ~~six months ended November 30,~~comparable period in 2022, ~~and 2021~~which was ~~$2,647,669 and $476,696, respectively.~~primarily due to the relative increase in sales of AXIL products. Cost of sales as a percentage of ~~sales~~net revenues for the ~~six~~three months ended ~~November 30, 2022 and 2021~~August 31, 2023 was ~~24% and 36%, respectively. Cost~~23.9% as compared to 22.5% for the comparable period in 2022. The small overall increase in cost of sales, as a percentage of sales, ~~decreased~~is primarily attributable to an increase in ~~2022 for the respective period~~shipping costs. The Company will continue to work to increase efficiencies in procurement and logistics, as ~~compared to the same comparable period in 2021, which was primarily due to the acquisition of the new business with higher profit margins.~~well as focus on enhanced production capabilities.

Gross profit for the ~~six~~three months ended ~~November 30,~~August 31, 2023 and 2022 was $4,647,566 and ~~2021 was $8,321,688 and $856,392,~~$3,282,654, respectively. Gross profit as a percentage of sales for the ~~six~~three months ended ~~November 30, 2022,~~August 31, 2023, was ~~76%~~76.1% as compared to ~~64%~~77.5% for the same comparable period in ~~2021.~~2022. The ~~increase~~decrease in gross profit for the ~~six~~three months ended ~~November 30, 2022~~August 31, 2023 was primarily attributable to the ~~acquisition~~expansion of ~~the~~current marketing campaigns, costs attributed to new ~~business with higher profit margins.~~product awareness, and advertising and related promotional activities of AXIL products.

Operating expenses consisted of marketing and selling expenses, compensation and related taxes, professional and consulting fees, ~~compensation to employees~~ and ~~other~~ general and administrative ~~expenses.~~costs. Operating expenses for the ~~six~~three months ended ~~November 30,~~August 31, 2023 and 2022 were $4,473,809 and ~~2021 were $7,137,292 and $876,103,~~$3,083,253, respectively. Operating expenses for the six months ended November 30, 2022, increased in amount 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, 2022. Operating expenses as a percentage of ~~sales~~net revenues for the ~~six~~three months ended ~~November 30, 2022~~August 31, 2023, were 73.3% compared to 72.8% for the comparable period in 2022. Operating expenses increased by $1,390,556 or 45.1% year-over-year due to an increase in advertising and ~~2021~~marketing expenses by $1,170,172 in the AXIL spend for displaying our products through various advertising platforms, and the remaining $220,384 primarily attributable to increases in headcount in the Company’s sales and marketing department related to its AXIL business and other business operating expenses. The increase in marketing and advertising costs, which were ~~65% and 66%, respectively.~~aimed at increasing our AXIL customer base was partially offset by a decrease in operating expenses for the Reviv3 products for the three months ended August 31, 2023 as compared to the comparable period in 2022.

~~Other income (expense) consisted of gain on debt forgiveness, interest income, interest expense and other finance charges. Interest income~~Income from operations for the ~~six~~three months ended ~~November 30,~~August 31, 2023 and 2022 was $173,757 and ~~2021~~$199,401, respectively. The year-over-year decrease in income from operations of $25,644 was ~~$6,541~~primarily driven from the increase in marketing costs and ~~$18, respectively. Interest expense~~general and ~~finance changes for~~administrative expenses in the six months ended November 30, 2022 and 2021 were $3,213 and $3,145, respectively, primarily due to 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.AXIL business.

Provision for income taxes amounted to ~~$335,797~~$65,989 and $0$74,753 for the ~~six~~three months ended ~~November 30,~~August 31, 2023 and 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~~$154,452 and ~~$12,162~~$175,527, for the ~~six~~three months ended ~~November 30,~~August 31, 2023 and 2022, ~~and 2021, respectively.~~respectively, a decrease of $21,075.

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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

We are ~~an emerging growth company and~~ currently engaged in our product sales and development. ~~We have an accumulated deficit and~~Although we earned a net income in the three months ended August 31, 2023, we have incurred operating losses in the past. We currently expect to earn net income during the current fiscal year ~~2023.~~ending May 31, 2024. We believe our current cash balances, coupled with anticipated cash flow from operating activities, will be sufficient to meet our working capital ~~requirements.~~requirements for at least one year from the date of issuance of the accompanying unaudited consolidated financial statements. 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~~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 unaudited consolidated financial statements. Management is focused on growing the Company’s existing product lines, introducing new products, ~~offering,~~ as well as expanding 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~~AXIL’s assets in June 2022, ~~will likely~~may 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 in the future. However, the~~The Company cannot provide any assurance that it will be able to raise additional capital or obtain necessary financing 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.

~~-4-~~

Cash Flows

Operating Activities

Net cash provided by operating activities for the three months ended August 31, 2023 was $397,172, attributable to a net income of $154,452, items of adjustments to depreciation and amortization, bad debts, other income and stock based compensation that total $132,210. There were favorable changes in accounts payable and accrued expenses of $168,399, contract and current liabilities of $476,200, and decrease in prepaid expense and other current assets of $315,751. The net decrease in cash was increased by a net decrease in operating assets and liabilities of $849,840 primarily due to increase in accounts receivable and inventory.

Net cash flows provided by operating activities for the ~~six~~three months ended ~~November 30,~~August 31, 2022 was ~~$2,196,195,~~$807,633, attributable to a net income of ~~$902,427,~~$175,527, depreciation and amortization of ~~$43,015, provision for bad debts of $105,975,~~$19,669, stock based compensation expense of ~~$124,145,~~$97,283, 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~~$565,654 primarily due to ~~an increase~~a decrease in inventory ~~increase in prepaid expenses, increase in security deposit~~ and increase in accounts ~~receivable~~payable, contract liabilities and other current liabilities, partially 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, 2021 was $28,060, attributable to a net income of $12,162, depreciation of $4,475, bad debt expense of $2,316, gain on debt forgiveness of $35,000 and net change in operating assets and liabilities of $12,013 primarily due to decrease in accounts receivable and ~~inventory, offset by a decrease in accounts payable and accrued expenses, customer deposits and an increase in prepaid expenses.~~prepayments.

Investing Activities

Net cash flows ~~provided by~~used in investing activities for the ~~six~~three months ended ~~November 30,~~August 31, 2023 was $50,960 due to the purchase of property and equipment for the AXIL business. For the three months ended August 31, 2022, ~~and 2021 was $1,012,014 and $0 respectively,~~net cash flows provided were $1,060,014, attributable to the cash received from acquisition of ~~business during~~ the ~~six-month period ended November 30, 2022, partially offset by the purchase of property and equipment during the same period.~~AXIL business.

Financing Activities

Net cash flows used in financing activities for the three months ended August 31, 2023 was $117,171, and were for repayment of equipment financing and note payable, and a decrease in the amount due from a related party. Net cash flows provided by financing activities for the ~~six~~three months ended ~~November 30,~~August 31, 2022, ~~and 2021,~~ amounted to ~~$436,230 and $11,973, respectively. For the six months ended November 30, 2022, we raised capital of $328,050 pursuant to a private placement of shares of common stock, we received $111,392~~$1,907 as there was an increase in ~~related party loans, we repaid $1,462 towards the EIDL loan and we repaid $1,750 towards equipment financing. For the six months ended November 30, 2021, we received $35,000 in COVID-19 related grants, we repaid advances~~amount due from a related party ~~of $21,377~~ and ~~repaid $1,650 towards~~repayment of equipment financing.

~~As a result of~~During the ~~activities described above, we recorded a net increase in cash of $3,644,439 for the six~~three months ended ~~November 30,~~August 31, 2023, the Company has various financed items and has debt outstanding in order to run the business operations. In 2019, the Company purchased a forklift under an installment purchase plan. The loan amount is $16,500 payable in 60 monthly installment payments of $322 comprising of principal payment of $275 and interest payment of $42. At August 31, 2023 and 2022, the balance outstanding on the loan was $1,375 and ~~a decrease in cash~~$5,500, respectively, of ~~$16,087 for~~which the ~~six months ended November 30, 2021.~~$1,375 balance is payable within the next year.

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As of ~~November 30, 2022,~~August 31, 2023, we had ~~the following~~a secured ~~loans~~Economic Injury Disaster Loan outstanding, ~~both of which were~~ administered pursuant to the CARES ~~Act: an Economic Injury Disaster Loan (“EIDL”)~~Act in the principal amount of $150,000, with a maturity date of ~~which $149,051 remains outstanding and a loan received pursuant to the PPP in the amount of $6,300.~~May 18, 2050. The Company ~~has paid two installments~~continues to pay interest on the ~~EIDL loan, but no installment~~loan. As of August 31, 2023 the ~~PPP loan has been paid,~~Company held insurance financing with an outstanding balance of $5,334 on the general liability and ~~as of November 30, 2022 and currently, both loans are in default.~~excess liability insurance policies.

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~~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. ~~There~~We do not have any plans to seek additional financing at this time and anticipate that our existing cash equivalents and cash provided by operations will be sufficient to meet our working capital requirements. However, if the need arises for additional cash, there can be no assurance that we will be able to raise the capital we need for our operations on favorable terms, or at all. We ~~have not located any sources for additional funds and may not be able to do so in the future. We expect that we will seek additional financing in the future but~~ may not be able to obtain additional capital ~~when needed~~ or at 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.generate sufficient revenues to fund our operations. Failure to secure any necessary financing in a timely manner and on favorable terms could have a material adverse effect on our growth strategy, financial performance and stock price and could require us to delay or abandon our business plans. If we are unsuccessful at ~~generating~~raising sufficient funds, for whatever reason, to fund our operations, we may be forced to cease ~~operations and may~~operations. If we fail to raise funds, we expect that we will be required to seek protection from creditors under applicable bankruptcy laws.

Off-Balance Sheet Arrangements

WeAs of August 31, 2023, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results or operations, liquidity, capital expenditures or capital resources that is material to investors.

~~-5-~~

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~~three months ended ~~November 30,~~August 31, 2023 and 2022, ~~and 2021,~~ included with this ~~quarterly report.~~Quarterly Report on Form 10-Q for additional discussion of our critical accounting policies and use of estimates.

~~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~~As a smaller reporting ~~companies.~~company, we are not required to provide the information required by this Item 3.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We maintain “disclosure controls and procedures,” as ~~that~~such term is defined in ~~Rule~~Rules 13a-15(e)~~, promulgated by~~ and 15d-15(e) under the ~~SEC pursuant to the Securities~~ Exchange Act, ~~of 1934, as amended (the “Exchange Act”). Disclosure controls and procedures include controls and procedures~~that are designed to ensure that information required to be disclosed in our ~~reports filed under the~~ Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the ~~SEC’s~~SEC rules and forms, and that such information is accumulated and communicated to our management, including ~~the principal executive officer~~our Chief Executive Officer (“CEO”) and ~~principal financial officer,~~Principal Executive Officer, and Chief Financial Officer (“CFO”) and Principal Financial and Accounting Officer, as appropriate, to allow timely decisions regarding required disclosure. ~~Our management,~~We conducted an evaluation, under the supervision and with the participation of our CEO and CFO, of the ~~principal executive officer~~effectiveness of the design and ~~principal financial officer, evaluated~~operation of our disclosure controls and procedures as of ~~the end of the period covered by this quarterly report on Form 10-Q.~~ August 31, 2023. Based on this evaluation of disclosure controls and procedures as of August 31, 2023, our ~~assessment, our principal executive officer~~CEO and ~~principal financial officer~~CFO concluded that ~~as of November 30, 2022,~~ our disclosure controls and procedures were not effective.

Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f). Our internal control over financial reporting is a process designed to provide reasonable assurance to our management and the Board regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management, including our CEO and CFO, assessed the effectiveness of our internal control over financial reporting as of August 31, 2023 using criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission Internal Control-Integrated Framework issued in 2013. Based on the assessment, our management has concluded that as of August 31, 2023, our internal control over financial reporting was not effective based on those ~~criteria~~criteria. .

Remediation

The Company plans to initiate measures to improve the effectiveness of the internal controls over financial reporting and disclosure controls and procedures. We are currently working with a third-party to enhance the reporting in our accounting systems, as well as increase the level of review when any non-routine accounting entry is proposed. The Company hired additional accounting personnel to oversee the financial close and reporting process. The Company plans to hire additional staff to aid in segregation of duties to continue to improve our internal controls in the coming fiscal year. We have also started to develop an internal control structure and identify key procedures for financial reporting as required by Section 404 of the Sarbanes-Oxley Act of 2002 and we are currently in the process of documenting our internal control policies and procedures. We have adopted written policies and procedures that are being distributed to employees for review and approval by the Board, and should be fully implemented during the fiscal year ending May 31, 2024. In addition, the company has adopted controls related to corporate governance, including a Code of Business Conduct and Ethics that applies to all of our employees, including our CEO, CFO, and Board.

Changes in internal control over financial reporting

There ~~were~~has been no ~~changes~~change in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) or 15d-15(d) under the Exchange Act that occurred during the fiscal quarter ended ~~November 30, 2022~~August 31, 2023 that ~~have~~has materially affected or ~~are~~is reasonably likely to materially affect our internal control over financial reporting.Our management is currently taking corrective action to remedy the internal control weaknesses. See section entitled “Remediation” above.

~~-7-~~-6-

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From 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~~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 result, the outcome of a particular matter or a combination of matters may be material to 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~~alleged breach of Agreement for non-payments for certain products against the Company. ~~The allegations arise from alleged discrepancies discovered~~On September 2, 2023, Jacksonfill, LLC and the Company settled the dispute in the Circuit Court of the Fourth Judicial Circuit in Duval County, Florida per a binding settlement agreement. There is no admission of liability by the Company and the Company has agreed to pay Jacksonfill, LLC $125,000 in connection with the settlement. Currently, the Company has recorded a liability of $204,182 to provide for the reserve of the amount in question, which is in excess of what the settlement agreement provides. The adjustment will be made in the ~~manufacturing of certain product. The Company has retained counsel~~subsequent reporting period. Please see Note 11—Commitments and ~~intends~~Contingencies to vigorously defend the allegations. The product was delivered to the Company. However, the Company believes that the product was defective. The amount of the claim of $204,182 has been recorded as accounts payable, in the accompanying unauditedour financial statements ~~as of November 30, 2022.~~included herein for additional information about this matter.

ITEM 1A. RISK FACTORS

As a smaller reporting company, we are not required to provide ~~risk factors.~~the information required by this Item 1A.

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

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.None.

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

The 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 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 or had access to such information, through employment or other relationships, to such information. All the common stock issued or issuable upon exercise or conversion of the foregoing securities are deemed restricted securities for the purposes of the Securities Act.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

(a) Not applicable.

(b) ~~During the six months ended November 30, 2022, there have not been any material changes to the procedures by which security holders may recommend nominees to the Board of Directors.~~None.

~~-8-~~-7-

ITEM 6. EXHIBITS

Exhibit			Filed	Furnished
Number	Exhibit Description		herewith
~~3.1~~	Amended 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).		herewith
~~3.2~~	Certificate 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).
~~3.3~~	~~Bylaws (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).~~
~~10.1~~	Amendment 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).
~~10.3~~	Amendment 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
~~10.5~~	~~Form of Securities Purchase Agreement.~~		X
31.1	Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.		X
31.2	Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.		X
~~32.1~~
32.1	Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.		X ~~(furnished herewith)~~
~~32.2~~		X
32.2	Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.			X ~~(furnished herewith)~~
101	The following unaudited condensed consolidated financial statements from the Quarterly Report on Form 10-Q for the quarter ended ~~November 30, 2022~~August 31, 2023 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
104	Cover 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.

~~-9-~~-8-

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 COMPANY

Date: ~~January 10,~~October 12, 2023

	By:	/s/ Jeff Toghraie
		Jeff Toghraie
		Chief Executive Officer
		(Principal Executive Officer)

	By:	/s/ ~~Meenu Jain~~Monica Diaz Brickell
		~~Meenu Jain~~Monica Diaz Brickell
		Chief Financial Officer
		(Principal Financial Officer and Principal Accounting Officer)

~~-10-~~-9-


					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

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

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

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	)

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	%

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