Cover
Cover - shares | 6 Months Ended | |
Nov. 30, 2022 | Jan. 10, 2023 | |
Entity Addresses [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Nov. 30, 2022 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --05-31 | |
Entity File Number | 000-56351 | |
Entity Registrant Name | Reviv3 Procare Company | |
Entity Central Index Key | 0001718500 | |
Entity Tax Identification Number | 47-4125218 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 901 Fremont Avenue | |
Entity Address, Address Line Two | Unit 158 And Unit 168 | |
Entity Address, City or Town | Alhambra | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 91803 | |
City Area Code | (888) | |
Local Phone Number | 638-8883 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 116,858,340 | |
Former Address [Member] | ||
Entity Addresses [Line Items] | ||
Entity Address, Address Line One | 9480 Telstar Avenue | |
Entity Address, Address Line Two | Suite 5 | |
Entity Address, City or Town | El Monte | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 91731 |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Nov. 30, 2022 | May 31, 2022 |
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 | 0 | 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 |
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 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Nov. 30, 2022 | Jun. 13, 2022 | May 31, 2022 |
Statement of Financial Position [Abstract] | |||
Preferred Stock, Par Value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 300,000,000 | 300,000,000 | 300,000,000 |
Preferred Stock, Shares Issued | 250,000,000 | 0 | |
Preferred Stock, Shares Outstanding | 250,000,000 | 0 | |
Common Stock, Par Value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 450,000,000 | 450,000,000 | 450,000,000 |
Common Stock, Shares, Issued | 116,556,165 | 41,945,881 | |
Common Stock, Shares, Outstanding | 116,556,165 | 41,945,881 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATION (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Nov. 30, 2022 | Nov. 30, 2021 | Nov. 30, 2022 | Nov. 30, 2021 | |
Income Statement [Abstract] | ||||
Sales | $ 6,731,999 | $ 493,816 | $ 10,969,357 | $ 1,333,088 |
Cost of sales | 1,692,965 | 112,800 | 2,647,669 | 476,696 |
Gross profit | 5,039,034 | 381,016 | 8,321,688 | 856,392 |
OPERATING EXPENSES: | ||||
Marketing and selling expenses | 3,098,898 | 269,051 | 5,076,874 | 620,673 |
Compensation and related taxes | 509,339 | 777 | 790,027 | 11,608 |
Professional and consulting expenses | 213,205 | 55,686 | 679,655 | 119,554 |
General and administrative | 232,597 | 60,739 | 590,736 | 124,268 |
Total Operating Expenses | 4,054,039 | 386,253 | 7,137,292 | 876,103 |
INCOME (LOSS) FROM OPERATIONS | 984,995 | (5,237) | 1,184,396 | (19,711) |
OTHER INCOME (EXPENSE): | ||||
Gain on debt settlement | 35,000 | 50,500 | 35,000 | |
Interest income | 4,704 | 7 | 6,541 | 18 |
Interest expense and other finance charges | (1,755) | (1,569) | (3,213) | (3,145) |
Other Income (Expense), Net | 2,949 | 33,438 | 53,828 | 31,873 |
INCOME BEFORE PROVISION FOR INCOME TAXES | 987,944 | 28,201 | 1,238,224 | 12,162 |
Provision for income taxes | 261,044 | 335,797 | ||
NET INCOME | $ 726,900 | $ 28,201 | $ 902,427 | $ 12,162 |
NET INCOME PER COMMON SHARE: | ||||
Basic | $ 0.01 | $ 0 | $ 0.01 | $ 0 |
Diluted | $ 0 | $ 0 | $ 0 | $ 0 |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | ||||
Basic | 115,226,893 | 41,945,881 | 108,779,476 | 41,945,881 |
Diluted | 368,933,486 | 41,945,881 | 341,429,203 | 41,945,881 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at May. 31, 2021 | $ 4,195 | $ 5,450,117 | $ (5,108,664) | $ 345,648 | |
Beginning balance, shares at May. 31, 2021 | 41,945,881 | ||||
Net income | 12,162 | 12,162 | |||
Ending balance, value at Nov. 30, 2021 | $ 4,195 | 5,450,117 | (5,096,502) | 357,810 | |
Ending balance, shares at Nov. 30, 2021 | 41,945,881 | ||||
Beginning balance, value at Aug. 31, 2021 | $ 4,195 | 5,450,117 | (5,124,703) | 329,609 | |
Beginning balance, shares at Aug. 31, 2021 | 41,945,881 | ||||
Net income | 28,201 | 28,201 | |||
Ending balance, value at Nov. 30, 2021 | $ 4,195 | 5,450,117 | (5,096,502) | 357,810 | |
Ending balance, shares at Nov. 30, 2021 | 41,945,881 | ||||
Beginning balance, value at May. 31, 2022 | $ 4,195 | 5,472,084 | (5,291,567) | 184,712 | |
Beginning balance, shares at May. 31, 2022 | 41,945,881 | ||||
Shares issued for acquisition of business | $ 25,000 | $ 7,318 | 3,975,162 | 4,007,480 | |
Shares issued for acquisition of business, shares | 250,000,000 | 73,183,893 | |||
Stock options expense | 124,145 | 124,145 | |||
Shares to be issued for cash | $ 143 | 327,907 | 328,050 | ||
Shares to be issued for cash, shares | 1,426,391 | ||||
Net income | 902,427 | 902,427 | |||
Ending balance, value at Nov. 30, 2022 | $ 25,000 | $ 11,656 | 9,899,298 | (4,389,140) | 5,546,814 |
Ending balance, shares at Nov. 30, 2022 | 250,000,000 | 116,556,165 | |||
Beginning balance, value at Aug. 31, 2022 | $ 25,000 | $ 11,513 | 9,544,529 | (5,116,040) | 4,465,002 |
Beginning balance, shares at Aug. 31, 2022 | 250,000,000 | 115,129,774 | |||
Stock options expense | 26,862 | 26,862 | |||
Shares to be issued for cash | $ 143 | 327,907 | 328,050 | ||
Shares to be issued for cash, shares | 1,426,391 | ||||
Net income | 726,900 | 726,900 | |||
Ending balance, value at Nov. 30, 2022 | $ 25,000 | $ 11,656 | $ 9,899,298 | $ (4,389,140) | $ 5,546,814 |
Ending balance, shares at Nov. 30, 2022 | 250,000,000 | 116,556,165 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 6 Months Ended | |
Nov. 30, 2022 | Nov. 30, 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 | 0 |
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 |
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 |
Organization
Organization | 6 Months Ended |
Nov. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Note 1 – Organization Reviv3 Procare Company (the “Company”) was incorporated in the State of Delaware on May 21, 2015, as a reorganization of Reviv3 Procare, LLC which was organized on July 31, 2013. The Company is engaged in the manufacturing, marketing, sale and distribution of professional quality hair and skin care products throughout the United States, Canada, Europe and Asia. In March 2022, the Company incorporated a subsidiary “Reviv3 Acquisition Corporation.” On June 16, 2022, the Company completed the acquisition of (i) the hearing protection business of Axil & Associated Brands Corp., a Delaware corporation (“Axil”), consisting of ear plugs and ear muffs, and (ii) Axil’s ear bud business by and among the Company and its subsidiary Reviv3 Acquisition Corporation, Axil and certain stockholders of Axil The Company is utilizing the Axil assets to expand into the hearing enhancement business through its newly incorporated subsidiary. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 6 Months Ended |
Nov. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 2 – Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared by us pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of the management, all adjustments necessary to present fairly our financial position, results of operations, and cash flows as of November 30, 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. The results of operations for the three and six months ended November 30, 2022 are not necessarily indicative of the results to be expected for the full year. Principles of Consolidation The consolidated financial statements include Reviv3 Procare Company and its wholly owned subsidiary. All intercompany balances and transactions have been eliminated in consolidation. Risk and Uncertainty Concerning COVID-19 Pandemic In March 2020, the 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. Liquidity and Capital Resources We are an emerging growth company and currently engaged in our product sales and development. We have an accumulated deficit and have incurred operating losses in the past. We currently expect to earn net income during the current fiscal year 2023. We believe our current cash balances coupled with anticipated cash flow from operating activities will be sufficient to meet our working capital requirements. We intend to continue to control our cash expenses as a percentage of expected revenue on an annual basis and thus may use our cash balances in the short-term to invest in revenue growth. As a result of the acquisition of Axil’s assets, we have generated and expect we will continue to generate sufficient cash for our operational needs, including any required debt payments, for at least one year from the date of issuance of the accompanying consolidated financial statements. Management is focused on growing the Company’s existing products offering, as well as its customer base, to increase its revenues. The Company cannot give assurance that it can increase its cash balances or limit its cash consumption and thus maintain sufficient cash balances for its planned operations or future acquisitions. Future business demands including those resulting from the purchase of Axil’s assets in June 2022, will likely lead to cash utilization at levels greater than recently experienced. We have recently raised capital through the sale of common stock and may need or choose to raise additional capital in the future. However, the Company cannot provide any assurance that it will be able to raise additional capital on acceptable terms, or at all. Subject to the foregoing, management believes that the Company has sufficient capital and liquidity to fund its operations for at least one year from the date of issuance of the accompanying consolidated financial statements. Use of estimates The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and the related disclosures at the date of the financial statements and during the reporting period. Actual results could materially differ from these estimates. Significant estimates made by management include, but are not limited to, the allowance for doubtful accounts, inventory valuations and classifications, the useful life of property and equipment, the valuation of deferred tax assets, the value of stock-based compensation, contract liability, allowance on sales returns, valuation of lease liabilities and related right of use assets, fair value of securities issued for business combinations, fair value of assets acquired and liabilities assumed in business combinations and the fair value of non-cash common stock issuances. Cash and cash equivalents The Company considers all highly liquid debt instruments and other short-term investments with maturities of three months or less, when purchased, to be cash equivalents. The Company maintains cash and cash equivalent balances at one financial institution that is insured by the Federal Deposit Insurance Corporation. (See Note 13) Accounts receivable and allowance for doubtful accounts Accounts receivables comprise of receivables from customers and receivables from merchant processors. The Company has a policy of providing 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. Inventory The Company values inventory, consisting of finished goods and raw materials, at the lower of cost and net realizable value. Cost is determined using an average cost method. The Company reduces inventory for the diminution of value, resulting from product obsolescence, damage or other issues affecting marketability, equal to the difference between the cost of the inventory and its net realizable value. The Company evaluates its current level of inventory considering historical sales and other factors and, based on this evaluation, classifies inventory markdowns in the statement of operations as a component of cost of goods sold. These markdowns are estimates, which could vary significantly from actual requirements if future economic conditions, customer demand or competition differ from expectations. Property and Equipment Property and equipment are carried at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed, and any resulting gains or losses are included in the statement of operations. Product warranty The Company provides a one-year or three-year limited warranty on its hearing enhancement and hearing protection products. The Company records the costs of repairs and replacements, as they are incurred, to the cost of sales. Revenue recognition and Contract Liabilities The Company follows Accounting Standards Codification (“ASC”) 606, Revenue From Contracts With Customers. This revenue recognition standard has a five steps process: a) Determine whether a contract exists; b) Identify the performance obligations; c) Determine the transaction price; d) Allocate the transaction price; and e) Recognize revenue when (or as) performance obligations are satisfied. The Company sells a variety of hair and skin care products. The Company recognizes revenue for the agreed upon sales price when a purchase order is received from the customer and subsequently the product is shipped to the customer, which satisfies the performance obligation. Consideration paid to the customer to promote and sell the Company’s products is typically recorded as a reduction in revenues. The Company also sells hearing protection and hearing enhancement devices and the following steps are followed for the revenue recognition: Identify the contract with a customer. Identify the performance obligations in the contract However, as the historical redemption rate under the warranty policy has been low, the option is not accounted for as a separate performance obligation. The Company does not assess whether promised goods or services are performance obligations if they are immaterial in the context of the contract with the customer. Determine the transaction price and allocation to performance obligations Allocate the transaction price to the performance obligations in the contract Recognize revenue when or as the Company satisfies a performance obligation As of November 30, 2022 and May 31, 2022, contract liabilities amounted to $ 1,391,089 0 Contract liabilities associated with product invoiced but not received by customers at the balance sheet date was $0 and $0, respectively; contract liabilities associated with unfulfilled performance obligations for warranty services offered for a period of one to three years was $1,135,809 and $0, respectively, and contract liabilities associated with unfulfilled performance obligations for customers’ right of return was $255,280 and $0, respectively. Our contract liabilities amounts are expected to be recognized over a period of one year to three years. Revenue recognized, during the three months ended November 30, 2022, that was included in the contract liability balance at the beginning of period (acquisition of Axil) was $125,993. Revenue recognized, during the six months ended November 30, 2022, that was included in the contract liability balance at the beginning of period (acquisition of Axil) was $221,401. See Note 13 for revenue disaggregation disclosures. Cost of Sales The primary components of cost of sales include the cost of the product and shipping fees paid to vendors for inventory purchase. 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 50,895 507,522 122,572 Marketing, selling and advertising Marketing, selling and advertising costs are expensed as incurred. Customer Deposits Customer deposits consisted of prepayments from customers to the Company. The Company will recognize the prepayments as revenue upon delivery of products in compliance with its revenue recognition policy. Fair value measurements and fair value of financial instruments The Company adopted Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures” (“ASC 820”), for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that requires the use of fair value measurements, establishes a framework for measuring fair value and expands disclosure about such fair value measurements. The adoption of ASC 820 did not have an impact on the Company’s financial position or operating results, but did expand certain disclosures. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below: Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions. The Company analyzes all financial instruments with features of both liabilities and equity under the Financial Accounting Standard Board’s (“FASB”) accounting standard for such instruments. Under this standard, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The estimated fair value of certain financial instruments, including prepaid expenses, deposits, accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. Business Combinations For all business combinations (whether partial, full or step acquisitions), the Company records 100% of all assets and liabilities of the acquired business, including goodwill, generally at their fair values. Goodwill represents the excess purchase price over the fair value of the tangible net assets and intangible assets acquired in a business combination. Acquisition-related expenses are recognized separately from business combinations and are expensed as incurred. If the business combination provides for contingent consideration, the Company records the contingent consideration at fair value at the acquisition date. Changes in fair value of contingent consideration resulting from events after the acquisition date, such as earn-outs, are recognized as follows: (1) if the contingent consideration is classified as equity, the contingent consideration is not re-measured and its subsequent settlement is accounted for within equity, or (2) if the contingent consideration is classified as a liability, the changes in fair value and accretion costs are recognized in earnings. The increases or decreases in the fair value of contingent consideration can result from changes in anticipated revenue levels and changes in assumed discount periods and rates. Goodwill Goodwill is comprised of the purchase price of business combinations in excess of the fair value assigned at acquisition to the net tangible and identifiable intangible assets acquired. Goodwill is not amortized. The Company tests goodwill for impairment for its reporting units on an annual basis, or when events occur, or circumstances indicate the fair value of a reporting unit is below its carrying value. The Company performs its annual goodwill impairment assessment on May 31st of each year or as impairment indicators dictate. 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. Impairment of long-lived assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. The Company did not record any impairment loss during the six months ended November 30, 2022 and 2021. Stock-based compensation Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718, “Compensation — Stock Compensation” (“ASC 718”), which requires recognition in the financial statements of the cost of employee and non-employee services received in exchange for an award of equity instruments over the period the employee or non-employee is required to perform the services in exchange for the award (presumptively, the vesting period). ASC 718 also requires measurement of the cost of employee, non-employee and director services received in exchange for an award based on the grant-date fair value of the award. For non-employee stock option based awards, the Company follows ASU 2018-7, which substantially aligns share based compensation for employees and non-employees. Net income (loss) per share of 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, the Company had 5,600,000 250,000,000 The following table sets forth the computations of basic and diluted loss per share: Schedule of Basic and Diluted Loss Per Share For the Three Months Ended For the Six Months Ended November 30, November 30, November 30, November 30, 2022 2021 2022 2021 Net income $ 726,900 $ 28,201 $ 902,427 $ 12,162 Weighted average basic shares 115,226,893 41,945,881 108,779,476 41,945,881 Dilutive securities: Convertible preferred stock 250,000,000 - 228,142,077 - Stock options 3,706,593 - 4,507,650 - Weighted average dilutive shares 368,933,486 41,945,881 341,429,203 41,945,881 Earnings per share: Basic $ 0.01 $ 0.00 $ 0.01 $ 0.00 Diluted $ 0.00 $ 0.00 $ 0.00 $ 0.00 Lease Accounting In February 2016, the FASB issued ASU No. 2016-02, Leases The Company’s lease for its corporate headquarters has been classified as an operating lease. Please see Note 10 – “Commitments and Contingencies” – “Leases” below for more information about the Company’s leases. Segment Reporting The Company follows ASC Topic 280, Segment Reporting 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. Recently Issued Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity In 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 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. |
Accounts Receivable, net
Accounts Receivable, net | 6 Months Ended |
Nov. 30, 2022 | |
Credit Loss [Abstract] | |
Accounts Receivable, net | Note 3 – Accounts Receivable, net Accounts receivable, consisted of the following: Schedule of accounts receivable November 30, May 31, 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 0 105,975 2,316 |
Inventory
Inventory | 6 Months Ended |
Nov. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 4 – Inventory Inventory consisted of the following: Schedule of Inventory November 30, 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 and May 31, 2022, inventory held at third party locations amounted to $ 10,406 16,940 256,510 0 |
Property and Equipment
Property and Equipment | 6 Months Ended |
Nov. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 5 – Property and Equipment Property and equipment, stated at cost, consisted of the following: Schedule of Property and Equipment Estimated Life November 30, May 31, Furniture and Fixtures 5 $ 5,759 $ 5,759 Computer Equipment 3 22,130 17,392 Office equipment 5 10 8,838 - Plant Equipment 5 10 154,527 45,128 Automobile 5 15,000 - Less: Accumulated Depreciation (46,627 ) (39,134 ) $ 159,627 $ 29,145 Depreciation expense amounted to $ 3,970 2,128 7,493 4,475 |
Intangible Assets
Intangible Assets | 6 Months Ended |
Nov. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 6 – Intangible Assets The Company acquired intangible assets through the asset purchase agreement. (See Note 12). These intangible assets consisted of the following: Schedule of intangible assets Estimated Life November 30, May 31, Licensing rights 3 $ 11,945 $ - Customer Relationships 3 70,000 - Trade Names 10 275,000 - Website 5 100,000 - Less: Accumulated Amortization (35,522 ) - $ 421,423 $ - Amortization expense amounted to $ 19,376 0 35,522 0 |
Notes Payable
Notes Payable | 6 Months Ended |
Nov. 30, 2022 | |
Debt Disclosure [Abstract] | |
Notes Payable | 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 3.75 10,000 During the year ended May 31, 2022, the Company received additional $ 10,000 14,206 11,684 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 1.0 111 75 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, May 31, 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 $ - $ - |
Other Current Liabilities
Other Current Liabilities | 6 Months Ended |
Nov. 30, 2022 | |
Other Current Liabilities | |
Other Current Liabilities | Note 8 – Other Current Liabilities Other current liabilities comprised of the following: Schedule of other current liabilities November 30, May 31, 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 |
Stockholders_ Equity
Stockholders’ Equity | 6 Months Ended |
Nov. 30, 2022 | |
Equity [Abstract] | |
Stockholders’ Equity | Note 9 – Stockholders’ Equity Shares Authorized On June 13, 2022, the Company amended its amended and restated certificate of incorporation to increase the number of authorized common stock, par value $ 0.0001 450,000,000 0.0001 300,000,000 he authorized capital of the Company consisted of 450,000,000 0.0001 300,000,000 0.0001 Preferred Stock The preferred stock may be issued from time to time in one or more series. The Board of Directors of the Company is expressly authorized to provide for the issuance of all or any of the shares of the preferred stock in one or more series, and to fix the number of shares and to determine or alter, for each such series, such voting powers, full or limited, or no voting powers and such designations, preferences, and relative, participating, optional, or other rights and such qualifications, limitations, or restrictions thereof, as shall be stated and expressed until the resolution adopted by the Board of Directors providing the issuance of such shares. The Board of Directors is also expressly authorized to increase or decrease the number of shares of any series subsequent to the issue of shares of that series. In case the number of shares of any such series shall be so decreased, the decrease shall resume the status that they had prior to the adoption of the resolution originally fixing the number of shares of such series. During the six months ended November 30, 2022, the Company issued 250,000,000 250,000,000 3,100,000 As of November 30, 2022, 250,000,000 No Common Stock As of November 30, 2022, 116,556,165 During the six months ended November 30, 2022, the Company issued 73,183,893 907,480 During the six months ended November 30, 2022, the Company sold 1,426,391 0.23 328,050 No shares of common stock were issued during the six months period ended November 30, 2021. Stock Options The Board of Directors approved the Company’s 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. Pursuant to the Plan, on May 10, 2022, the Company issued to two Company officers non-statutory stock options to purchase, in the aggregate, up to 5,300,000 0.09 th st 477,000 Pursuant to the Plan, on November 1, 2022, the Company issued non-statutory stock options, to an officer of the Company, to purchase, in the aggregate, up to 300,000 0.20 rd st 60,090 During the three months ended November 30, 2022 and 2021, the Company recorded a stock-based compensation expense of $ 26,862 0 124,145 0 The following table summarizes the activity relating to the Company’s stock options held by Officers: Schedule of stock option activity Number of Options Weighted Average Exercise Price Weighted Average Remaining Term Outstanding at June 1, 2022 5,300,000 $ 0.09 9.42 Granted 300,000 0.20 9.93 Exercised - - - Outstanding at November 30, 2022 5,600,000 $ 0.10 9.45 Less: Unvested at November 30, 2022 (3,943,750 ) 0.10 9.46 Vested at November 30, 2022 1,656,250 $ 0.09 9.42 |
Commitments and contingencies
Commitments and contingencies | 6 Months Ended |
Nov. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Note 10 – Commitments and contingencies Leases As discussed in Note 2 above, the Company adopted ASU No. 2016-02, Leases The Company 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 6,342 The Company treats a contract as a lease when the contract conveys the right to use a physically distinct asset for a period of time in exchange for consideration, or the Company directs the use of the asset and obtains substantially all the economic benefits of the asset. These leases are recorded as right-of-use (“ROU”) assets and lease obligation liabilities for leases with terms greater than 12 months. ROU assets represent the Company’s right to use an underlying asset for the entirety of the lease term. Lease liabilities represent the Company’s obligation to make payments over the life of the lease. A ROU asset and a lease liability are recognized at commencement of the lease based on the present value of the lease payments over the life of the lease. Initial direct costs are included as part of the ROU asset upon commencement of the lease. Since the interest rate implicit in a lease is generally not readily determinable for the operating leases, the Company uses an incremental borrowing rate to determine the present value of the lease payments. The incremental borrowing rate represents the rate of interest the Company would have to pay to borrow on a collateralized basis over a similar lease term to obtain an asset of similar value. The Company reviews the impairment of ROU assets consistent with the approach applied for the Company’s other long-lived assets. The Company reviews the recoverability of long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on the Company’s ability to recover the carrying value of the asset from the expected undiscounted future pre-tax cash flows of the related operations. Lease expense is recognized on a straight-line basis over the lease term, while variable lease payments are expensed as incurred. Variable payments change due to facts or circumstances occurring after the commencement date, other than the passage of time, and do not result in a remeasurement of lease liabilities. The Company’s lease agreements do not contain any residual value guarantees or restrictive covenants. Pursuant to the standard, the Company computed an initial lease liability of $ 131,970 12 23,559 23,559 47,117 47,117 0 0 Supplemental balance sheet information related to leases was as follows: Schedule of Supplemental balance sheet information November 30, 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 $ - $ - Contingencies On November 23, 2020, the Company was served a copy of a complaint filed by Jacksonfill, LLC in the Fourth Circuit Court for Duval County, Florida. The complaint alleges breach of Agreement for non-payments for certain products against the Company. The allegations arise from alleged discrepancies discovered by the Company in the manufacturing of certain product. The Company has retained counsel and intends to vigorously defend the allegations. The product was delivered to the Company. However, the Company believes that the product was defective. The amount of the claim of $ 204,182 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Nov. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 11 – Related Party Transactions The Company’s Chief Executive Officer, from time to time, provided advances to the Company for working capital purposes. At November 30, 2022 and May 31, 2022, the Company had a payable to the officer of $ 136,844 25,452 During the six months period ended November 30, 2022, the Company made purchases of $ 20,737 12,434 During the six months period ended November 30, 2022, the Company paid $ 118,114 42,630 80,779 36,389 During the six months period ended November 30, 2022, the Company paid $ 72,484 55,181 8,428 39,150 32,221 4,500 |
Asset Purchase Agreement
Asset Purchase Agreement | 6 Months Ended |
Nov. 30, 2022 | |
Asset Purchase Agreement | |
Asset Purchase Agreement | Note 12 – Asset Purchase Agreement On June 16, 2022, the Company completed the acquisition of certain assets of Axil & Associated Brands Corp. (“Axil”), a Delaware corporation, pursuant to the Asset Purchase Agreement dated May 1, 2022 and amended on June 15, 2022 and September 8, 2022. by and among the Company, its subsidiary, Axil and certain of Axil’s stockholders, providing for the acquisition of Axil’s hearing protection business and ear bud business. The business constituted substantially all of the business operations of Axil but did not include Axil’s hearing aid line of business. One of the stockholders of Axil is Intrepid Global Advisors. As of June 16, 2022, Intrepid held 4.68 22.33 As consideration for the Asset Purchase, Axil received a total of 323,183,893 73,183,893 250,000,000 4,007,480 0.0124 The Company is utilizing the Axil assets to expand into the hearing enhancement business through its newly incorporated subsidiary. The acquisition is accounted for by the Company in accordance with the acquisition method of accounting pursuant to ASC 805 “Business Combinations” and pushdown accounting is applied to record the fair value of the assets acquired by the Company. Under this method, the purchase price is allocated to the identifiable assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. Any excess of the amount paid over the estimated fair values of the identifiable net assets acquired will be allocated to goodwill. The following is a summary of the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition: Schedule of estimated fair value of the assets acquired Cash $ 1,066,414 Accounts receivables 227,786 Inventory 1,342,461 Prepaid expenses 62,452 Other assets 108,030 Accounts payables (285,665 ) Deferred revenues (1,043,332 ) Other liabilities (79,826 ) Net tangible assets acquired $ 1,398,320 Identifiable intangible assets Licensing rights $ 11,945 Customer relationships 70,000 Tradenames 275,000 Website 100,000 Total Identifiable intangible assets $ 456,945 Consideration paid $ 4,007,480 Total net assets acquired 1,855,265 Preliminary goodwill purchased $ 2,152,215 We completed the accounting and preliminary valuations of the assets acquired and liabilities assumed and, accordingly, the estimated fair values are provisional pending the final valuations which will not exceed one year in accordance with ASC 805. Pro Forma Information (Unaudited) The unaudited pro forma condensed combined financial statements are based on Reviv3 Procare Company and Axil & Associated Brands Corp.’s unaudited historical consolidated financial statements as adjusted to give effect to the Asset Purchase Agreement. The unaudited pro forma combined statements of operations for the three months and six months ended November 30, 2022 and 2021, for Reviv3 Procare Company and Axil & Associated Brands Corp., give effect to the Asset Purchase Agreement as if it had occurred on June 1, 2022 and 2021, respectively. Schedule of proforma information For the Three Months Ended For the Six Months Ended November 30, November 30, November 30, November 30, 2022 2021 2022 2021 Revenue $ 6,731,999 $ 5,085,369 $ 11,650,248 $ 7,997,583 Net income (loss) $ 726,900 $ 101,945 $ 863,912 $ (118,533 ) Earnings (loss) per common share Basic $ 0.01 $ 0.00 $ 0.01 $ (0.00 ) Diluted $ 0.00 $ 0.00 $ 0.00 $ (0.00 ) The pro forma financial information is not necessarily indicative of the results that would have occurred if the acquisition had occurred on the date indicated or that result in the future. |
Concentrations
Concentrations | 6 Months Ended |
Nov. 30, 2022 | |
Risks and Uncertainties [Abstract] | |
Concentrations | Note 13 – 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 3,416,837 123,871 Concentration of Revenue, Product Line, and Supplier During the three months ended November 30, 2022 there were no sales to any customer, which represented over 10% of our total sales. During the three months ended November 30, 2021 sales to one customer, aggregated to approximately 12 34 13 21 During the three months ended November 30, 2022, sales to customers outside the United States represented approximately 5 4 1 27 20 7 6 4 2 16 13 3 During the three months ended November 30, 2022, sales by product line which each represented over 10% of sales consisted of approximately 86 14 11 39 18 During the six months ended November 30, 2022, 85 21 22 29 During the six months ended November 30, sales by product line comprised of the following: Schedule of sales by product line For the Six Months ended November 30, 2022 2021 Ear buds (PSAP) 85 % - Other hearing enhancement products 10 % - Hair care and skin care products 5 % 100 % Total 100 % 100 % At November 30, 2022, accounts receivable from three 3 71 48 13 10 At May 31, 2022, accounts receivable from four 4 74 11 12 14 37 The Company purchased inventories and products from one 1 2.2 80 3 71,240 100 40 42 18 84 0 The Company purchased inventories and products from one 1 2.6 73 3 121,859 96 27 48 21 79 0 |
Business Segment and Geographic
Business Segment and Geographic Area Information | 6 Months Ended |
Nov. 30, 2022 | |
Business Segment And Geographic Area Information | |
Business Segment and Geographic Area Information | Note 14 – Business Segment and Geographic Area Information Business Segments The Company, directly or through its subsidiaries, markets and sells its products and services directly to consumers and through its dealers. In June 2022, the Company acquired a hearing enhancement and hearing protection business. The Company’s determination of its reportable segments is based on how its chief operating decision makers manage the business. The Company’s segment information is as follows: Schedule of segment information Three months ended November 30, Six months ended November 30, 2022 2021 2022 2021 Net Sales Hair care and skin care $ 418,734 $ 493,816 $ 903,970 $ 1,333,088 Hearing enhancement and protection 6,313,265 - 10,065,387 - Total net sales $ 6,731,999 $ 493,816 $ 10,969,357 $ 1,333,088 Operating earnings (loss) Segment gross profit: Hair care and skin care $ 316,326 $ 381,016 $ 640,431 $ 856,392 Hearing enhancement and protection 4,722,709 - 7,681,257 - Total segment gross profit 5,039,034 381,016 8,321,688 856,392 Selling and Marketing 3,098,898 269,051 5,076,874 620,673 General and Administrative 955,141 117,202 2,060,418 255,430 Consolidated operating income (loss) $ 984,995 $ (5,237 ) $ 1,184,396 $ (19,711 ) Total Assets: Hair care and skin care $ 1,018,083 $ 1,060,400 $ 1,018,083 $ 1,060,400 Hearing enhancement and protection 9,038,537 - 9,038,537 - Consolidated total assets $ 10,056,620 $ 1,060,400 $ 10,056,620 $ 1,060,400 Payments for property and equipment Hair care and skin care $ - $ - $ - $ - Hearing enhancement and protection 54,400 - 54,400 - Consolidated total payments for property and equipment $ 54,400 $ - $ 54,400 $ - Depreciation and amortization Hair care and skin care $ 1,418 $ 2,128 $ 2,841 $ 4,475 Hearing enhancement and protection 21,928 - 40,174 - Consolidated total depreciation and amortization $ 23,346 $ 2,128 $ 43,015 $ 4,475 Geographic Area Information During the three months ended November 30, 2022, approximately 95 73 94 84 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Nov. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 15 – Subsequent Events The Company sold 302,175 94,500 0.23 |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Nov. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared by us pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of the management, all adjustments necessary to present fairly our financial position, results of operations, and cash flows as of November 30, 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. The results of operations for the three and six months ended November 30, 2022 are not necessarily indicative of the results to be expected for the full year. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include Reviv3 Procare Company and its wholly owned subsidiary. All intercompany balances and transactions have been eliminated in consolidation. |
Risk and Uncertainty Concerning COVID-19 Pandemic | 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. |
Liquidity and Capital Resources | Liquidity and Capital Resources We are an emerging growth company and currently engaged in our product sales and development. We have an accumulated deficit and have incurred operating losses in the past. We currently expect to earn net income during the current fiscal year 2023. We believe our current cash balances coupled with anticipated cash flow from operating activities will be sufficient to meet our working capital requirements. We intend to continue to control our cash expenses as a percentage of expected revenue on an annual basis and thus may use our cash balances in the short-term to invest in revenue growth. As a result of the acquisition of Axil’s assets, we have generated and expect we will continue to generate sufficient cash for our operational needs, including any required debt payments, for at least one year from the date of issuance of the accompanying consolidated financial statements. Management is focused on growing the Company’s existing products offering, as well as its customer base, to increase its revenues. The Company cannot give assurance that it can increase its cash balances or limit its cash consumption and thus maintain sufficient cash balances for its planned operations or future acquisitions. Future business demands including those resulting from the purchase of Axil’s assets in June 2022, will likely lead to cash utilization at levels greater than recently experienced. We have recently raised capital through the sale of common stock and may need or choose to raise additional capital in the future. However, the Company cannot provide any assurance that it will be able to raise additional capital on acceptable terms, or at all. Subject to the foregoing, management believes that the Company has sufficient capital and liquidity to fund its operations for at least one year from the date of issuance of the accompanying consolidated financial statements. |
Use of estimates | Use of estimates The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and the related disclosures at the date of the financial statements and during the reporting period. Actual results could materially differ from these estimates. Significant estimates made by management include, but are not limited to, the allowance for doubtful accounts, inventory valuations and classifications, the useful life of property and equipment, the valuation of deferred tax assets, the value of stock-based compensation, contract liability, allowance on sales returns, valuation of lease liabilities and related right of use assets, fair value of securities issued for business combinations, fair value of assets acquired and liabilities assumed in business combinations and the fair value of non-cash common stock issuances. |
Cash and cash equivalents | Cash and cash equivalents The Company considers all highly liquid debt instruments and other short-term investments with maturities of three months or less, when purchased, to be cash equivalents. The Company maintains cash and cash equivalent balances at one financial institution that is insured by the Federal Deposit Insurance Corporation. (See Note 13) |
Accounts receivable and allowance for doubtful accounts | Accounts 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 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. |
Inventory | Inventory The Company values inventory, consisting of finished goods and raw materials, at the lower of cost and net realizable value. Cost is determined using an average cost method. The Company reduces inventory for the diminution of value, resulting from product obsolescence, damage or other issues affecting marketability, equal to the difference between the cost of the inventory and its net realizable value. The Company evaluates its current level of inventory considering historical sales and other factors and, based on this evaluation, classifies inventory markdowns in the statement of operations as a component of cost of goods sold. These markdowns are estimates, which could vary significantly from actual requirements if future economic conditions, customer demand or competition differ from expectations. |
Property and Equipment | Property and Equipment 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 | Product warranty The Company provides a one-year or three-year limited warranty on its hearing enhancement and hearing protection products. The Company records the costs of repairs and replacements, as they are incurred, to the cost of sales. |
Revenue recognition and Contract Liabilities | Revenue recognition and Contract Liabilities The Company follows Accounting Standards Codification (“ASC”) 606, Revenue From Contracts With Customers. This revenue recognition standard has a five steps process: a) Determine whether a contract exists; b) Identify the performance obligations; c) Determine the transaction price; d) Allocate the transaction price; and e) Recognize revenue when (or as) performance obligations are satisfied. The Company sells a variety of hair and skin care products. The Company recognizes revenue for the agreed upon sales price when a purchase order is received from the customer and subsequently the product is shipped to the customer, which satisfies the performance obligation. Consideration paid to the customer to promote and sell the Company’s products is typically recorded as a reduction in revenues. The Company also sells hearing protection and hearing enhancement devices and the following steps are followed for the revenue recognition: Identify the contract with a customer. Identify the performance obligations in the contract However, as the historical redemption rate under the warranty policy has been low, the option is not accounted for as a separate performance obligation. The Company does not assess whether promised goods or services are performance obligations if they are immaterial in the context of the contract with the customer. Determine the transaction price and allocation to performance obligations Allocate the transaction price to the performance obligations in the contract Recognize revenue when or as the Company satisfies a performance obligation As of November 30, 2022 and May 31, 2022, contract liabilities amounted to $ 1,391,089 0 Contract liabilities associated with product invoiced but not received by customers at the balance sheet date was $0 and $0, respectively; contract liabilities associated with unfulfilled performance obligations for warranty services offered for a period of one to three years was $1,135,809 and $0, respectively, and contract liabilities associated with unfulfilled performance obligations for customers’ right of return was $255,280 and $0, respectively. Our contract liabilities amounts are expected to be recognized over a period of one year to three years. Revenue recognized, during the three months ended November 30, 2022, that was included in the contract liability balance at the beginning of period (acquisition of Axil) was $125,993. Revenue recognized, during the six months ended November 30, 2022, that was included in the contract liability balance at the beginning of period (acquisition of Axil) was $221,401. See Note 13 for revenue disaggregation disclosures. |
Cost of Sales | 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. |
Shipping and Handling Costs | Shipping and Handling Costs The Company accounts for shipping and handling fees in accordance with ASC 606. While amounts charged to customers for shipping products are included in revenues, the related costs of shipping products to customers are classified in marketing and selling expenses as incurred. Shipping costs included in marketing and selling expense were $ 222,193 50,895 507,522 122,572 |
Marketing, selling and advertising | Marketing, selling and advertising Marketing, selling and advertising costs are expensed as incurred. |
Customer Deposits | Customer Deposits Customer deposits consisted of prepayments from customers to the Company. The Company will recognize the prepayments as revenue upon delivery of products in compliance with its revenue recognition policy. |
Fair value measurements and fair value of financial instruments | Fair value measurements and fair value of financial instruments The Company adopted Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures” (“ASC 820”), for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that requires the use of fair value measurements, establishes a framework for measuring fair value and expands disclosure about such fair value measurements. The adoption of ASC 820 did not have an impact on the Company’s financial position or operating results, but did expand certain disclosures. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below: Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions. The Company analyzes all financial instruments with features of both liabilities and equity under the Financial Accounting Standard Board’s (“FASB”) accounting standard for such instruments. Under this standard, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The estimated fair value of certain financial instruments, including prepaid expenses, deposits, accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. |
Business Combinations | Business Combinations For all business combinations (whether partial, full or step acquisitions), the Company records 100% of all assets and liabilities of the acquired business, including goodwill, generally at their fair values. Goodwill represents the excess purchase price over the fair value of the tangible net assets and intangible assets acquired in a business combination. Acquisition-related expenses are recognized separately from business combinations and are expensed as incurred. If the business combination provides for contingent consideration, the Company records the contingent consideration at fair value at the acquisition date. Changes in fair value of contingent consideration resulting from events after the acquisition date, such as earn-outs, are recognized as follows: (1) if the contingent consideration is classified as equity, the contingent consideration is not re-measured and its subsequent settlement is accounted for within equity, or (2) if the contingent consideration is classified as a liability, the changes in fair value and accretion costs are recognized in earnings. The increases or decreases in the fair value of contingent consideration can result from changes in anticipated revenue levels and changes in assumed discount periods and rates. |
Goodwill | Goodwill Goodwill is comprised of the purchase price of business combinations in excess of the fair value assigned at acquisition to the net tangible and identifiable intangible assets acquired. Goodwill is not amortized. The Company tests goodwill for impairment for its reporting units on an annual basis, or when events occur, or circumstances indicate the fair value of a reporting unit is below its carrying value. The Company performs its annual goodwill impairment assessment on May 31st of each year or as impairment indicators dictate. When evaluating the potential impairment of goodwill, management first assesses a range of qualitative factors, including but not limited to, macroeconomic conditions, industry conditions, the competitive environment, changes in the market for the Company’s products and services, regulatory and political developments, entity specific factors such as strategy and changes in key personnel, and the overall financial performance for each of the Company’s reporting units. If, after completing this assessment, it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying value, we then proceed to the quantitative impairment testing methodology primarily using the income approach (discounted cash flow method). Under the quantitative method we compare the carrying value of the reporting unit, including goodwill, with its fair value, as determined by its estimated discounted cash flows. If the carrying value of a reporting unit exceeds its fair value, then the amount of impairment to be recognized is recognized as the amount by which the carrying amount exceeds the fair value. When required, we arrive at our estimates of fair value using a discounted cash flow methodology which includes estimates of future cash flows to be generated by specifically identified assets, as well as selecting a discount rate to measure the present value of those anticipated cash flows. Estimating future cash flows requires significant judgment and includes making assumptions about projected growth rates, industry-specific factors, working capital requirements, weighted average cost of capital, and current and anticipated operating conditions. The use of different assumptions or estimates for future cash flows could produce different results. |
Impairment of long-lived assets | Impairment of long-lived assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. The Company did not record any impairment loss during the six months ended November 30, 2022 and 2021. |
Stock-based compensation | Stock-based compensation Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718, “Compensation — Stock Compensation” (“ASC 718”), which requires recognition in the financial statements of the cost of employee and non-employee services received in exchange for an award of equity instruments over the period the employee or non-employee is required to perform the services in exchange for the award (presumptively, the vesting period). ASC 718 also requires measurement of the cost of employee, non-employee and director services received in exchange for an award based on the grant-date fair value of the award. For non-employee stock option based awards, the Company follows ASU 2018-7, which substantially aligns share based compensation for employees and non-employees. |
Net income (loss) per share of common stock | Net income (loss) per share of 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, the Company had 5,600,000 250,000,000 The following table sets forth the computations of basic and diluted loss per share: Schedule of Basic and Diluted Loss Per Share For the Three Months Ended For the Six Months Ended November 30, November 30, November 30, November 30, 2022 2021 2022 2021 Net income $ 726,900 $ 28,201 $ 902,427 $ 12,162 Weighted average basic shares 115,226,893 41,945,881 108,779,476 41,945,881 Dilutive securities: Convertible preferred stock 250,000,000 - 228,142,077 - Stock options 3,706,593 - 4,507,650 - Weighted average dilutive shares 368,933,486 41,945,881 341,429,203 41,945,881 Earnings per share: Basic $ 0.01 $ 0.00 $ 0.01 $ 0.00 Diluted $ 0.00 $ 0.00 $ 0.00 $ 0.00 |
Lease Accounting | Lease Accounting In February 2016, the FASB issued ASU No. 2016-02, Leases The Company’s lease for its corporate headquarters has been classified as an operating lease. Please see Note 10 – “Commitments and Contingencies” – “Leases” below for more information about the Company’s leases. |
Segment Reporting | Segment Reporting The Company follows ASC Topic 280, Segment Reporting |
Reclassifications | 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. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity In 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 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. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Nov. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Basic and Diluted Loss Per Share | Schedule of Basic and Diluted Loss Per Share For the Three Months Ended For the Six Months Ended November 30, November 30, November 30, November 30, 2022 2021 2022 2021 Net income $ 726,900 $ 28,201 $ 902,427 $ 12,162 Weighted average basic shares 115,226,893 41,945,881 108,779,476 41,945,881 Dilutive securities: Convertible preferred stock 250,000,000 - 228,142,077 - Stock options 3,706,593 - 4,507,650 - Weighted average dilutive shares 368,933,486 41,945,881 341,429,203 41,945,881 Earnings per share: Basic $ 0.01 $ 0.00 $ 0.01 $ 0.00 Diluted $ 0.00 $ 0.00 $ 0.00 $ 0.00 |
Accounts Receivable, net (Table
Accounts Receivable, net (Tables) | 6 Months Ended |
Nov. 30, 2022 | |
Credit Loss [Abstract] | |
Schedule of accounts receivable | Schedule of accounts receivable November 30, May 31, Customers Receivable $ 496,571 $ 115,741 Merchant processor receivable 410,549 - Less: Allowance for doubtful debts (115,795 ) (9,820 ) $ 791,325 $ 105,921 |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Nov. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Schedule of Inventory November 30, May 31, 2022 Finished Goods $ 1,804,534 $ 29,249 Raw Materials $ 309,144 $ 294,139 Inventory, net $ 2,113,678 $ 323,388 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Nov. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Schedule of Property and Equipment Estimated Life November 30, May 31, Furniture and Fixtures 5 $ 5,759 $ 5,759 Computer Equipment 3 22,130 17,392 Office equipment 5 10 8,838 - Plant Equipment 5 10 154,527 45,128 Automobile 5 15,000 - Less: Accumulated Depreciation (46,627 ) (39,134 ) $ 159,627 $ 29,145 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Nov. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | Schedule of intangible assets Estimated Life November 30, May 31, Licensing rights 3 $ 11,945 $ - Customer Relationships 3 70,000 - Trade Names 10 275,000 - Website 5 100,000 - Less: Accumulated Amortization (35,522 ) - $ 421,423 $ - |
Notes Payable (Tables)
Notes Payable (Tables) | 6 Months Ended |
Nov. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of notes payable | Schedule of notes payable November 30, May 31, 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 $ - $ - |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 6 Months Ended |
Nov. 30, 2022 | |
Other Current Liabilities | |
Schedule of other current liabilities | Schedule of other current liabilities November 30, May 31, 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 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 6 Months Ended |
Nov. 30, 2022 | |
Equity [Abstract] | |
Schedule of stock option activity | 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 |
Commitments and contingencies (
Commitments and contingencies (Tables) | 6 Months Ended |
Nov. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Supplemental balance sheet information | Schedule of Supplemental balance sheet information November 30, 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 $ - $ - |
Asset Purchase Agreement (Table
Asset Purchase Agreement (Tables) | 6 Months Ended |
Nov. 30, 2022 | |
Asset Purchase Agreement | |
Schedule of estimated fair value of the assets acquired | 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 |
Schedule of proforma information | 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 ) |
Concentrations (Tables)
Concentrations (Tables) | 6 Months Ended |
Nov. 30, 2022 | |
Risks and Uncertainties [Abstract] | |
Schedule of sales by product line | 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 % |
Business Segment and Geograph_2
Business Segment and Geographic Area Information (Tables) | 6 Months Ended |
Nov. 30, 2022 | |
Business Segment And Geographic Area Information | |
Schedule of segment information | 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 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Nov. 30, 2022 | Nov. 30, 2021 | Nov. 30, 2022 | Nov. 30, 2021 | |
Accounting Policies [Abstract] | ||||
Net income | $ 726,900 | $ 28,201 | $ 902,427 | $ 12,162 |
Weighted average basic shares | 115,226,893 | 41,945,881 | 108,779,476 | 41,945,881 |
Dilutive securities: | ||||
Convertible preferred stock | 250,000,000 | 228,142,077 | ||
Stock options | 3,706,593 | 4,507,650 | ||
Weighted average dilutive shares | 368,933,486 | 41,945,881 | 341,429,203 | 41,945,881 |
Earnings per share: | ||||
Basic | $ 0.01 | $ 0 | $ 0.01 | $ 0 |
Diluted | $ 0 | $ 0 | $ 0 | $ 0 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Nov. 30, 2022 | Nov. 30, 2021 | Nov. 30, 2022 | Nov. 30, 2021 | May 31, 2022 | |
Contract liabilities | $ 1,391,089 | $ 1,391,089 | $ 0 | ||
Contract Liabilities Description | Contract liabilities associated with product invoiced but not received by customers at the balance sheet date was $0 and $0, respectively; contract liabilities associated with unfulfilled performance obligations for warranty services offered for a period of one to three years was $1,135,809 and $0, respectively, and contract liabilities associated with unfulfilled performance obligations for customers’ right of return was $255,280 and $0, respectively. Our contract liabilities amounts are expected to be recognized over a period of one year to three years. | ||||
Selling and Marketing Expense | 3,098,898 | $ 269,051 | $ 5,076,874 | $ 620,673 | |
Options [Member] | |||||
Antidilutive shares | 5,600,000 | ||||
Preferred Stock [Member] | |||||
Antidilutive shares | 250,000,000 | ||||
Customer [Member] | |||||
Selling and Marketing Expense | $ 222,193 | $ 50,895 | $ 507,522 | $ 122,572 |
Accounts Receivable, net (Detai
Accounts Receivable, net (Details) - USD ($) | Nov. 30, 2022 | May 31, 2022 |
Credit Loss [Abstract] | ||
Customers receivable | $ 496,571 | $ 115,741 |
Merchant processor receivable | 410,549 | |
Less: Allowance for doubtful debts | (115,795) | (9,820) |
Accounts receivable, net | $ 791,325 | $ 105,921 |
Accounts Receivable, net (Det_2
Accounts Receivable, net (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Nov. 30, 2022 | Nov. 30, 2021 | Nov. 30, 2022 | Nov. 30, 2021 | |
Credit Loss [Abstract] | ||||
Bad debt expense | $ 105,975 | $ 0 | $ 105,975 | $ 2,316 |
Inventory (Details)
Inventory (Details) - USD ($) | Nov. 30, 2022 | May 31, 2022 |
Inventory Disclosure [Abstract] | ||
Finished Goods | $ 1,804,534 | $ 29,249 |
Raw Materials | 309,144 | 294,139 |
Inventory, net | $ 2,113,678 | $ 323,388 |
Inventory (Details Narrative)
Inventory (Details Narrative) - USD ($) | Nov. 30, 2022 | May 31, 2022 |
Inventory Disclosure [Abstract] | ||
Inventory Held at Third Party Location | $ 10,406 | $ 16,940 |
Inventory in-transit | $ 256,510 | $ 0 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 6 Months Ended | |
Nov. 30, 2022 | May 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||
Less:Accumulated Depreciation | $ (46,627) | $ (39,134) |
Property and equipment, net | $ 159,627 | 29,145 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 5 years | |
Plant Equipment | $ 5,759 | 5,759 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 3 years | |
Plant Equipment | $ 22,130 | 17,392 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Plant Equipment | $ 8,838 | |
Office Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 5 years | |
Office Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 10 years | |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Plant Equipment | $ 154,527 | 45,128 |
Machinery and Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 5 years | |
Machinery and Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 10 years | |
Automobiles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 5 years | |
Plant Equipment | $ 15,000 |
Property and Equipment (Detai_2
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Nov. 30, 2022 | Nov. 30, 2021 | Nov. 30, 2022 | Nov. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation | $ 3,970 | $ 2,128 | $ 7,493 | $ 4,475 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 6 Months Ended | |
Nov. 30, 2022 | May 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Less:Accumulated Amortization | $ (35,522) | |
Intangible Assets net | $ 421,423 | |
Licensing Rights [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets useful life | 3 years | |
Intangible Assets gross | $ 11,945 | |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets useful life | 3 years | |
Intangible Assets gross | $ 70,000 | |
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets useful life | 10 years | |
Intangible Assets gross | $ 275,000 | |
Website [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets useful life | 5 years | |
Intangible Assets gross | $ 100,000 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Nov. 30, 2022 | Nov. 30, 2021 | Nov. 30, 2022 | Nov. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 19,376 | $ 0 | $ 35,522 | $ 0 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | Nov. 30, 2022 | May 31, 2022 |
Guarantor Obligations [Line Items] | ||
Total | $ 208,688 | $ 156,300 |
Less: Current portion | (208,688) | (156,300) |
Non-current portion | ||
Insurance Financing [Member] | ||
Guarantor Obligations [Line Items] | ||
Total | 53,337 | |
Second Draw Paycheck Protection Program [Member] | ||
Guarantor Obligations [Line Items] | ||
Total | 6,300 | 6,300 |
Economic Injury Disaster Loan Program [Member] | ||
Guarantor Obligations [Line Items] | ||
Total | $ 149,051 | $ 150,000 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Feb. 07, 2021 | May 18, 2020 | May 31, 2022 | Nov. 30, 2022 | May 31, 2020 | |
Debt Instrument [Line Items] | |||||
Loan forgiveness | $ 10,000 | ||||
Accrued interest | 19,583 | $ 14,311 | |||
Insurance financing | 53,337 | ||||
Economic Injury Disaster Loan Program [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Face Amount | $ 150,000 | ||||
Interest rate | 3.75% | ||||
Additional borrowings | 10,000 | ||||
Accrued interest | 11,684 | 14,206 | |||
Second Draw Paycheck Protection Program [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 1% | ||||
Accrued interest | $ 75 | $ 111 |
Other Current Liabilities (Deta
Other Current Liabilities (Details) - USD ($) | Nov. 30, 2022 | May 31, 2022 |
Other Current Liabilities | ||
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 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | 6 Months Ended |
Nov. 30, 2022 $ / shares shares | |
Equity [Abstract] | |
Number of option outstanding, beginning | shares | 5,300,000 |
Weighted average exercise price, beginning | $ / shares | $ 0.09 |
Weighted average remaining term, beginning | 9 years 5 months 1 day |
Number of option outstanding, granted | shares | 300,000 |
Weighted average exercise price, granted | $ / shares | $ 0.20 |
Weighted average remaining term, granted | 9 years 11 months 4 days |
Number of option outstanding, exercised | shares | |
Weighted average exercise price, exercised | $ / shares | |
Number of option outstanding, ending | shares | 5,600,000 |
Weighted average exercise price, ending | $ / shares | $ 0.10 |
Weighted average remaining term, ending | 9 years 5 months 12 days |
Unvested number of option | shares | (3,943,750) |
Unvested weighted average exercise price | $ / shares | $ 0.10 |
Unvested weighted average remaining term | 9 years 5 months 15 days |
Vested number of option | shares | 1,656,250 |
Vested weighted average exercise price | $ / shares | $ 0.09 |
Vested weighted average remaining term | 9 years 5 months 1 day |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||
Nov. 30, 2022 | Nov. 30, 2021 | Nov. 30, 2022 | Nov. 30, 2021 | Nov. 01, 2022 | Jun. 13, 2022 | May 31, 2022 | May 10, 2022 | |
Class of Stock [Line Items] | ||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common Stock, Shares Authorized | 450,000,000 | 450,000,000 | 450,000,000 | 450,000,000 | ||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Preferred Stock, Shares Authorized | 300,000,000 | 300,000,000 | 300,000,000 | 300,000,000 | ||||
Preferred Stock, Shares issued | 250,000,000 | 250,000,000 | 0 | |||||
Shares issued value during the period | $ 328,050 | $ 328,050 | ||||||
Preferred Stock, Shares outstanding | 250,000,000 | 250,000,000 | 0 | |||||
Common Stock, Shares, Issued | 116,556,165 | 116,556,165 | 41,945,881 | |||||
Common Stock, Shares, Outstanding | 116,556,165 | 116,556,165 | 41,945,881 | |||||
Number of option issued | 300,000 | 5,300,000 | ||||||
Exercise price | $ 0.10 | $ 0.10 | $ 0.20 | $ 0.09 | $ 0.09 | |||
Aggregate grant date fair value | $ 477,000 | $ 477,000 | $ 60,090 | |||||
Stock-based compensation expense | $ 26,862 | $ 0 | $ 124,145 | $ 0 | ||||
Several Private Placement Agreements [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of common stock sold | 1,426,391 | |||||||
Share Price | $ 0.23 | $ 0.23 | ||||||
Value of common stock sold | $ 328,050 | |||||||
Assets Purchase Agreement [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Shares issued during the period | 73,183,893 | |||||||
Shares issued value during the period | $ 907,480 | |||||||
Non Voting Series A Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Shares issued during the period | 250,000,000 | |||||||
Shares issued value during the period | $ 3,100,000 |
Commitments and contingencies_2
Commitments and contingencies (Details) - USD ($) | Nov. 30, 2022 | May 31, 2022 |
Assets | ||
Right of use assets | $ 235,748 | |
Accumulated reduction | (190,295) | |
Operating lease assets, net | 0 | 45,453 |
Liabilities | ||
Lease liability | 235,748 | |
Accumulated reduction | (188,582) | |
Total lease liability, net | 0 | 47,166 |
Current portion | (47,166) | |
Non-current portion |
Commitments and contingencies_3
Commitments and contingencies (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Nov. 30, 2022 | Nov. 30, 2021 | Nov. 30, 2022 | Nov. 30, 2021 | May 31, 2022 | |
Loss Contingencies [Line Items] | |||||
Lease agreement, description | 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 November 30, 2022. On November 9, 2022, the Company entered into a new lease agreement for two years, commencing on December 1, 2022 and expiring on November 30, 2024. The Company has to pay a monthly base rent of $6,098 for the first twelve months and $6,342 for the next twelve months, under the lease agreement. | ||||
Lease agreement period | 3 years | 3 years | |||
Monthly base rent | $ 6,342 | ||||
Initial lease liability | $ 131,970 | 131,970 | |||
Initial right of use asset | $ 131,970 | $ 131,970 | |||
Discount rate | 12% | 12% | |||
Lease expense | $ 23,559 | $ 23,559 | $ 47,117 | $ 47,117 | |
Lease liability | 0 | 0 | $ 47,166 | ||
Right of use asset | 0 | 0 | $ 45,453 | ||
Accounts Payable [Member] | |||||
Loss Contingencies [Line Items] | |||||
Claim amount | $ 204,182 | $ 204,182 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |
Nov. 30, 2022 | Nov. 30, 2022 | May 31, 2022 | |
Related Party Transaction [Line Items] | |||
Payable to officer | $ 136,844 | $ 136,844 | $ 25,452 |
Purchase from related party | 12,434 | 20,737 | |
Major Shareholder [Member] | |||
Related Party Transaction [Line Items] | |||
Consulting fee | 80,779 | 118,114 | |
Compensation paid for services | 36,389 | 42,630 | |
Son In Law Of Major Shareholder [Member] | |||
Related Party Transaction [Line Items] | |||
Consulting fee | 39,150 | 72,484 | |
Son Of Major Shareholder [Member] | |||
Related Party Transaction [Line Items] | |||
Compensation paid for services | 32,221 | 55,181 | |
Daughter Major Shareholder [Member] | |||
Related Party Transaction [Line Items] | |||
Compensation paid for services | $ 4,500 | $ 8,428 |
Asset Purchase Agreement (Detai
Asset Purchase Agreement (Details) | Jun. 16, 2022 USD ($) |
Asset Purchase Agreement | |
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 |
Asset Purchase Agreement (Det_2
Asset Purchase Agreement (Details 1) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Nov. 30, 2022 | Nov. 30, 2021 | Nov. 30, 2022 | Nov. 30, 2021 | |
Asset Purchase Agreement | ||||
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 | $ 0.01 | $ 0 |
Diluted | $ 0 | $ 0 | $ 0 | $ 0 |
Asset Purchase Agreement (Det_3
Asset Purchase Agreement (Details Narrative) | 1 Months Ended |
Jun. 16, 2022 USD ($) $ / shares shares | |
Shares consideration | 323,183,893 |
Acquisition cost | $ | $ 4,007,480 |
Acquisition price per share | $ / shares | $ 0.0124 |
Common Stock [Member] | |
Shares consideration | 73,183,893 |
Preferred Stock [Member] | |
Shares consideration | 250,000,000 |
Axil [Member] | |
Ownership Percentage | 4.68% |
Jeff Toghraie [Member] | |
Ownership Percentage | 22.33% |
Concentrations (Details)
Concentrations (Details) - Revenue Benchmark [Member] - Product Concentration Risk [Member] | 3 Months Ended | 6 Months Ended | |
Nov. 30, 2022 | Nov. 30, 2022 | Nov. 30, 2021 | |
Ear Buds [Member] | |||
Concentration Risk [Line Items] | |||
Total | 86% | 85% | |
Other Hearing Enhancement Products [Member] | |||
Concentration Risk [Line Items] | |||
Total | 10% | ||
Hair Care Products [Member] | |||
Concentration Risk [Line Items] | |||
Total | 5% | 100% | |
Product [Member] | |||
Concentration Risk [Line Items] | |||
Total | 100% | 100% |
Concentrations (Details Narrati
Concentrations (Details Narrative) | 3 Months Ended | 6 Months Ended | ||||
Nov. 30, 2022 USD ($) Integer | Nov. 30, 2021 USD ($) Integer | May 31, 2021 Integer | Nov. 30, 2022 USD ($) Integer | Nov. 30, 2021 USD ($) Integer | May 31, 2022 USD ($) | |
Concentration Risk [Line Items] | ||||||
Cash, FDIC Insured Amount | $ 250,000 | $ 250,000 | ||||
Cash, Uninsured Amount | $ 3,416,837 | $ 3,416,837 | $ 123,871 | |||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration Risk, Percentage | 12% | 34% | ||||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer One [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration Risk, Percentage | 13% | |||||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer Two [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration Risk, Percentage | 21% | |||||
Revenue Benchmark [Member] | Geographic Concentration Risk [Member] | Outside The United States [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration Risk, Percentage | 5% | 27% | 6% | 16% | ||
Revenue Benchmark [Member] | Geographic Concentration Risk [Member] | CANADA | ||||||
Concentration Risk [Line Items] | ||||||
Concentration Risk, Percentage | 4% | 20% | 4% | 13% | ||
Revenue Benchmark [Member] | Geographic Concentration Risk [Member] | Other Countries [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration Risk, Percentage | 1% | 2% | ||||
Revenue Benchmark [Member] | Geographic Concentration Risk [Member] | ITALY | ||||||
Concentration Risk [Line Items] | ||||||
Concentration Risk, Percentage | 7% | |||||
Revenue Benchmark [Member] | Geographic Concentration Risk [Member] | E U [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration Risk, Percentage | 3% | |||||
Revenue Benchmark [Member] | Geographic Concentration Risk [Member] | Customer [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration Risk, Percentage | 73% | |||||
Revenue Benchmark [Member] | Product Concentration Risk [Member] | Ear Buds [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration Risk, Percentage | 86% | 85% | ||||
Revenue Benchmark [Member] | Product Concentration Risk [Member] | Hair Shampoo [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration Risk, Percentage | 14% | |||||
Revenue Benchmark [Member] | Product Concentration Risk [Member] | Moisturizer And Conditioner [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration Risk, Percentage | 11% | |||||
Revenue Benchmark [Member] | Product Concentration Risk [Member] | Bundled Packages [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration Risk, Percentage | 39% | 22% | ||||
Revenue Benchmark [Member] | Product Concentration Risk [Member] | Introductorykit [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration Risk, Percentage | 18% | 29% | ||||
Revenue Benchmark [Member] | Product Concentration Risk [Member] | Fragrance Shampoo And Conditioner [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration Risk, Percentage | 21% | |||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Number of customers | Integer | 4 | 3 | ||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration Risk, Percentage | 74% | 71% | ||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer One [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration Risk, Percentage | 11% | 48% | ||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Two [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration Risk, Percentage | 12% | 13% | ||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Three [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration Risk, Percentage | 14% | 10% | ||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Four [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration Risk, Percentage | 37% | |||||
Purchases [Member] | Product Concentration Risk [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Number of vendors | Integer | 1 | 3 | 1 | 3 | ||
Purchased inventories and products | $ 2,200,000 | $ 71,240 | $ 2,600,000 | $ 121,859 | ||
Purchases [Member] | Product Concentration Risk [Member] | Customer [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Percentage of purchases | 80% | 100% | 73% | 96% | ||
Purchases [Member] | Product Concentration Risk [Member] | Vendors One [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Percentage of purchases | 40% | 27% | ||||
Purchases [Member] | Product Concentration Risk [Member] | Vendors Two [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Percentage of purchases | 42% | 48% | ||||
Purchases [Member] | Product Concentration Risk [Member] | Vendors Three [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Percentage of purchases | 18% | 21% | ||||
Purchases [Member] | Product Concentration Risk [Member] | International Vendor [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Percentage of purchases | 84% | 0% | 79% | 0% |
Business Segment and Geograph_3
Business Segment and Geographic Area Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Nov. 30, 2022 | Nov. 30, 2021 | Nov. 30, 2022 | Nov. 30, 2021 | May 31, 2022 | |
Total net sales | $ 6,731,999 | $ 493,816 | $ 10,969,357 | $ 1,333,088 | |
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) | |
Consolidated total assets | 10,056,620 | 1,060,400 | 10,056,620 | 1,060,400 | $ 893,915 |
Consolidated total payments for property and equipment | 54,400 | 54,400 | |||
Consolidated total depreciation and amortization | 23,346 | 2,128 | 43,015 | 4,475 | |
Hair Care And Skin Care [Member] | |||||
Total net sales | 418,734 | 493,816 | 903,970 | 1,333,088 | |
Total segment gross profit | 316,326 | 381,016 | 640,431 | 856,392 | |
Consolidated total assets | 1,018,083 | 1,060,400 | 1,018,083 | 1,060,400 | |
Consolidated total payments for property and equipment | |||||
Consolidated total depreciation and amortization | 1,418 | 2,128 | 2,841 | 4,475 | |
Hearing Enhancement And Protection [Member] | |||||
Total net sales | 6,313,265 | 10,065,387 | |||
Total segment gross profit | 4,722,709 | 7,681,257 | |||
Consolidated total assets | 9,038,537 | 9,038,537 | |||
Consolidated total payments for property and equipment | 54,400 | 54,400 | |||
Consolidated total depreciation and amortization | $ 21,928 | $ 40,174 |
Business Segment and Geograph_4
Business Segment and Geographic Area Information (Details Narrative) - Revenue Benchmark [Member] - Geographic Concentration Risk [Member] | 3 Months Ended | 6 Months Ended | ||
Nov. 30, 2022 | Nov. 30, 2021 | Nov. 30, 2022 | Nov. 30, 2021 | |
Customers [Member] | ||||
Product Information [Line Items] | ||||
Concentration Risk, Percentage | 95% | 94% | 84% | |
Customer [Member] | ||||
Product Information [Line Items] | ||||
Concentration Risk, Percentage | 73% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Several Private Placement Agreements [Member] - USD ($) | 1 Months Ended | 6 Months Ended |
Jan. 10, 2023 | Nov. 30, 2022 | |
Subsequent Event [Line Items] | ||
Number of common stock sold | 1,426,391 | |
Value of common stock sold | $ 328,050 | |
Share Price | $ 0.23 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Number of common stock sold | 302,175 | |
Value of common stock sold | $ 94,500 | |
Share Price | $ 0.23 |