Cover
Cover - USD ($) | 12 Months Ended | ||
May 31, 2023 | Aug. 09, 2023 | Nov. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | May 31, 2023 | ||
Document Fiscal Period Focus | FY | ||
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 S Fremont Avenue | ||
Entity Address, Address Line Two | Unit 158 | ||
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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 5,037,204 | ||
Entity Common Stock, Shares Outstanding | 117,076,949 | ||
Documents Incorporated by Reference [Text Block] | None | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Auditor Firm ID | 106 | ||
Auditor Name | SALBERG & COMPANY, P.A. | ||
Auditor Location | Boca Raton, Florida |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | May 31, 2023 | May 31, 2022 |
CURRENT ASSETS: | ||
Cash | $ 4,832,682 | $ 373,731 |
Accounts receivable, net | 417,016 | 105,921 |
Inventory, net | 1,311,864 | 323,388 |
Prepaid expenses and other current assets | 801,360 | |
Total Current Assets | 7,362,922 | 803,040 |
OTHER ASSETS: | ||
Property and equipment, net | 157,463 | 29,145 |
Intangible assets, net | 382,674 | |
Right of use asset | 101,845 | 45,453 |
Other assets | 12,195 | 16,277 |
Goodwill | 2,152,215 | |
Total Other Assets | 2,806,392 | 90,875 |
TOTAL ASSETS | 10,169,314 | 893,915 |
CURRENT LIABILITIES: | ||
Accounts payable | 908,606 | 458,263 |
Customer deposits | 183,688 | 16,522 |
Equipment payable, current | 2,200 | 3,300 |
Contract liabilities, current | 827,106 | |
Notes payable | 172,588 | 156,300 |
Due to related party | 158,072 | 25,452 |
Lease Liability, current | 65,824 | 47,166 |
Income Tax Liability | 230,913 | |
Other current liabilities | 305,664 | |
Total Current Liabilities | 2,854,661 | 707,003 |
LONG TERM LIABILITIES: | ||
Equipment payable | 2,200 | |
Lease liability, long term | 36,752 | |
Contract liabilities, long term | 605,942 | |
Total Long Term Liabilities | 642,694 | 2,200 |
Total Liabilities | 3,497,355 | 709,203 |
Commitments and contingencies (see Note 11) | ||
STOCKHOLDERS’ EQUITY: | ||
Preferred stock, $0.0001 par value; 300,000,000 shares authorized; 250,000,000 and no shares issued and outstanding as of May 31, 2023 and May 31, 2022, respectively | 25,000 | |
Common stock, $0.0001 par value: 450,000,000 shares authorized; 117,076,949 and 41,945,881 shares issued, and outstanding as of May 31, 2023 and May 31, 2022, respectively | 11,708 | 4,195 |
Additional paid-in capital | 10,102,243 | 5,472,084 |
Accumulated deficit | (3,466,992) | (5,291,567) |
Total Stockholders’ Equity | 6,671,959 | 184,712 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 10,169,314 | $ 893,915 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | May 31, 2023 | 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 | |
Common stock, shares authorized | 450,000,000 | 450,000,000 | 450,000,000 |
Common stock, shares issued | 117,076,949 | 41,945,881 | |
Common stock, shares outstanding | 117,076,949 | 41,945,881 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
May 31, 2023 | May 31, 2022 | |
Income Statement [Abstract] | ||
Sales | $ 23,521,027 | $ 2,336,257 |
Cost of sales | 5,810,216 | 828,586 |
Gross profit | 17,710,811 | 1,507,671 |
OPERATING EXPENSES: | ||
Marketing and selling expenses | 11,675,206 | 1,199,305 |
Compensation and related taxes | 1,347,839 | 15,129 |
Professional and consulting expenses | 1,420,990 | 232,774 |
General and administrative | 1,282,565 | 271,866 |
Total Operating Expenses | 15,726,600 | 1,719,074 |
INCOME (LOSS) FROM OPERATIONS | 1,984,211 | (211,403) |
OTHER INCOME (EXPENSE): | ||
Gain on debt settlement | 50,500 | 35,000 |
Other income | 16,829 | |
Interest income | 6,469 | 36 |
Interest expense and other finance charges | (2,521) | (6,536) |
Other Income (Expense), Net | 71,277 | 28,500 |
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES | 2,055,488 | (182,903) |
Provision for income taxes | 230,913 | |
NET INCOME (LOSS) | $ 1,824,575 | $ (182,903) |
NET INCOME (LOSS) PER COMMON SHARE: | ||
Basic | $ 0.02 | $ 0 |
Diluted | $ 0.01 | $ 0 |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | ||
Basic | 112,895,411 | 41,945,881 |
Diluted | 357,385,274 | 41,945,881 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - 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 | ||||
Stock options expense | 21,967 | 21,967 | |||
Net income | (182,903) | (182,903) | |||
Ending balance, value at May. 31, 2022 | $ 4,195 | 5,472,084 | (5,291,567) | 184,712 | |
Ending 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 | 207,342 | 207,342 | |||
Shares issued for cash | $ 195 | 447,655 | 447,850 | ||
Shares issued for cash, Shares | 1,947,175 | ||||
Net income | 1,824,575 | 1,824,575 | |||
Ending balance, value at May. 31, 2023 | $ 25,000 | $ 11,708 | $ 10,102,243 | $ (3,466,992) | $ 6,671,959 |
Ending balance, Shares at May. 31, 2023 | 250,000,000 | 117,076,949 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
May 31, 2023 | May 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income (loss) | $ 1,824,575 | $ (182,903) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 95,179 | 7,871 |
Bad debts | 76,969 | 6,941 |
Inventory obsolescence | 71,481 | |
Stock based compensation | 207,342 | 21,967 |
Gain on debt forgiveness | (50,500) | (35,000) |
Non cash lease expense | (1,713) | |
Change in operating assets and liabilities: | ||
Accounts receivable | (160,277) | (21,985) |
Inventory | 353,985 | 95,983 |
Prepaid expenses and other current assets | (661,115) | 2,430 |
Deposits | (3,810) | |
Accounts payable and accrued expenses | 215,175 | (701) |
Other current liabilities | 630,897 | |
Customer deposits | (90,426) | |
Contract liabilities | 389,716 | |
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | 2,918,136 | (126,055) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Cash acquired on business acquisition | 1,066,414 | |
Purchase of property and equipment | (65,650) | |
NET CASH PROVIDED BY INVESTING ACTIVITIES | 1,000,764 | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Cash raised for common stock to be issued | 447,850 | |
Proceeds from loan payable | 35,000 | |
Repayment of equipment financing | (3,300) | (3,300) |
Repayment of note payable | (37,119) | |
Advances (payments) from a related party | 132,620 | (28,851) |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 540,051 | 2,849 |
NET INCREASE (DECREASE) IN CASH | 4,458,951 | (123,206) |
CASH - Beginning of year | 373,731 | 496,937 |
CASH - End of year | 4,832,682 | 373,731 |
Cash paid during the period for: | ||
Interest | 2,521 | 500 |
Income taxes | ||
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Stock issued for business combination | 4,007,480 | |
Right of use assets recognized as lease liability | 131,970 | |
Tangible assets (excluding cash) acquired in business combination | 1,740,729 | |
Intangible assets acquired in business combination | 456,945 | |
Goodwill acquired in business combination | 2,152,215 | |
Liabilities assumed in business combination | $ 1,408,823 |
Organization
Organization | 12 Months Ended |
May 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Note 1 – Organization Reviv3 Procare Company (“Reviv3”) was incorporated in the State of Delaware on May 21, 2015 as a reorganization of Reviv3 Procare, LLC which was organized on July 31, 2013. The Company has moved its corporate headquarters to 901 Fremont Avenue, Unit 158, Alhambra, California 91803. Its phone number (888) 638-8883. In March 2022, the Company incorporated a subsidiary “Reviv3 Acquisition Corporation” and in June 2022, completed the asset acquisition of the Axil & Associated Brand Corp. business (“AXIL”). |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
May 31, 2023 | |
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 and Principles of Consolidation The consolidated financial statements for the fiscal years ended May 31, 2023 and 2022 have been prepared by us in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and include the accounts of the Company and its consolidated subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation. Liquidity and Capital Resources We are currently engaged in our product sales and development. Although we earned net income and had cash provided by operations in the fiscal year ended May 31, 2023, we had an accumulated deficit of $ 3,466,992 as of May 31, 2023 and have incurred operating losses and cash used in operations in the past. We currently expect to earn net income and positive cash flows from operations during the current fiscal year ending May 31, 2024. We believe our current cash balances, coupled with anticipated cash flow from operating activities, will be sufficient to meet our working capital requirements for at least one year from the date of issuance of the accompanying consolidated financial statements. We intend to continue to control our cash expenses as a percentage of expected revenue on an annual basis and thus may use our cash balances in the short-term to invest in revenue growth. As a result of the acquisition of AXIL’s business, we have generated and expect we will continue to generate sufficient cash for our operational needs, including any required debt payments, for at least one year from the date of issuance of the accompanying consolidated financial statements. Management is focused on growing the Company’s existing product, introducing new products, as well as expanding its customer base, to increase its revenues. The Company cannot give assurance that it can increase its cash balances or limit its cash consumption and thus maintain sufficient cash balances for its planned operations or future acquisitions. Future business demands, including those resulting from the purchase of AXIL’s assets in June 2022, may lead to cash utilization at levels greater than recently experienced. The Company cannot provide any assurance that it will be able to raise additional capital or obtain necessary financing on acceptable terms, or at all. Subject to the foregoing, management believes that the Company has sufficient capital and liquidity to fund its operations for at least one year from the date of issuance of the accompanying consolidated financial statements. Use of estimates The preparation of the 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. 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. The Company continuously evaluates the levels of inventory held and any inventory held above the expected level of sales in the next twelve months, is classified as non-current inventory. 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. Revenue recognition The Company follows Accounting Standards Codification (“ASC”) 606, Revenue From Contracts With Customers. This revenue recognition standard (new guidance) has a five step process: a) Determine whether a contract exists; b) Identify the performance obligations; c) Determine the transaction price; d) Allocate the transaction price; and e) Recognize revenue when (or as) performance obligations are satisfied. The Company sells a variety of hair and skin care products and electronic hearing and enhancement 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 five steps for revenue recognition are as follows: Identify the contract with a customer. Identify the performance obligations in the contract However, as the historical redemption rate under our warranty policy has been low, the option is not accounted for as a separate performance obligation. The Company does not assess whether promised goods or services are performance obligations if they are immaterial in the context of the contract with the customer. Determine the transaction price and allocation to performance obligations. The transaction price in the Company’s customer contracts Allocate the transaction price to the performance obligations in the contract Recognize revenue when or as the Company satisfies a performance obligation As of May 31, 2023 and May 31, 2022, contract liabilities amounted to $ 1,433,048 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 $1,320,401 and $0, respectively, and contract liabilities associated with unfulfilled performance obligations for customers’ right of return was $112,647 and $0, respectively. Our contract liabilities amounts are expected to be recognized over a period of one year to three years. Approximately $827,106 is expected to be recognized in year 1, $420,629 is expected to be recognized in year 2, and $185,313 is expected to be recognized in year 3. Revenue recognized, during the fiscal year ended May 31, 2023, that was included in the contract liability balance at the beginning of period (acquisition of AXIL) was $ 391,204 Cost of Sales The primary components of cost of sales include the cost of the product and shipping fees. Shipping and Handling Costs The Company accounts for shipping and handling fees in accordance with ASC 606. While amounts charged to customers for shipping products are included in revenues, the related costs of shipping products to customers are classified in marketing and selling expenses as incurred. Shipping costs included in marketing and selling expense were $ 1,001,261 214,517 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 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 acquired and liabilities assumed of the acquired business, 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. Income Taxes The Company accounts for income taxes pursuant to the provision of ASC 740-10, “Accounting for Income Taxes” (“ASC 740-10”), which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized. The Company follows the provision of ASC 740-10 related to Accounting for Uncertain Income Tax Positions. When tax returns are filed, there may be uncertainty about the merits of positions taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more likely than not recognition threshold are measured at the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefit associated with tax positions taken that exceed the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying consolidated balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all more likely than not to be upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits. The Company has adopted ASC 740-10-25, “Definition of Settlement”, which provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion and examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. The federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities, generally for three years after they are filed. 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 no 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 director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). ASC 718 also requires measurement of the cost of employee 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 or loss by the weighted average number of common shares during the period. Diluted net loss per share is computed using the weighted average number of common shares and potentially dilutive securities outstanding during the period. At May 31, 2022, the Company had 5,300,000 For the fiscal year ended May 31, 2023, certain stock options were excluded from the computation of diluted common shares outstanding as they would have an anti-dilutive impact on the Company’s net income. The following table presents a reconciliation of basic and diluted net income per common share: Schedule of net loss per share For the Fiscal Year Ended May 31, 2023 Net income $ 1,824,575 Weighted average basic shares 112,895,411 Dilutive securities: Convertible preferred stock 239,041,096 Stock options 5,448,767 Weighted average dilutive shares 357,385,274 Earnings (loss) per share: Basic $ 0.02 Diluted $ 0.01 Lease Accounting In February 2016, the FASB issued ASU No. 2016-02, Leases The Company renewed lease for its corporate headquarters commencing December 1, 2022, under lease agreements classified as an operating lease. Please see Note 11 – ‘Commitments and Contingencies’ under “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’s 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 | 12 Months Ended |
May 31, 2023 | |
Credit Loss [Abstract] | |
Accounts Receivable, net | Note 3 – Accounts Receivable, net Accounts receivable, consisted of the following: Schedule of accounts receivable May 31, 2023 May 31, 2022 Customers Receivable $ 345,264 $ 115,741 Merchant Processor Receivable 167,232 — Less: Allowance for doubtful debts (95,480 ) (9,820 ) Accounts receivable, net $ 417,016 $ 105,921 The Company recorded bad debt expense of $ 76,969 6,941 |
Inventory, net
Inventory, net | 12 Months Ended |
May 31, 2023 | |
Inventory Disclosure [Abstract] | |
Inventory, net | Note 4 – Inventory, net Inventory consisted of the following: Schedule of Inventory May 31, 2023 May 31, 2022 Finished Goods $ 1,198,218 $ 29,249 Raw Materials $ 113,646 $ 294,139 Inventory, net $ 1,311,864 $ 323,388 At May 31, 2023 and 2022, inventory held at third party locations amounted to $ 0 16,940 135,482 0 During the fiscal years ended May 31, 2023 and 2022, the Company created an allowance of $ 0 71,481 no |
Property and Equipment
Property and Equipment | 12 Months Ended |
May 31, 2023 | |
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 May 31, 2023 May 31, 2022 Furniture and Fixtures 5 $ 14,598 $ 5,759 Computer Equipment 3 33,146 17,392 Plant Equipment 5 10 165,778 45,128 Automobile 5 15,000 — Less: Accumulated Depreciation (71,059 ) (39,134 ) $ 157,463 $ 29,145 Depreciation expense amounted to $ 20,908 7,871 |
Intangible Assets
Intangible Assets | 12 Months Ended |
May 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 6 – Intangible Assets The Company acquired intangible assets through the Business Combination. (See Note 13). These intangible assets consisted of the following: Schedule of intangible assets Estimated Life May 31, 2023 Licensing Rights 3 $ 11,945 Customer Relationships 3 70,000 Trade Names 10 275,000 Website 5 100,000 Less: Accumulated Amortization (74,271 ) $ 382,674 Goodwill arising through the business combination was $ 2,152,215 Amortization expense amounted to $ 74,271 0 |
Other Current Liabilities
Other Current Liabilities | 12 Months Ended |
May 31, 2023 | |
Payables and Accruals [Abstract] | |
Other Current Liabilities | Note 7 – Other Current Liabilities Other current liabilities comprised of the following: Schedule of other current liabilities May 31, 2023 Credit Cards 833 Accrued Interest 10,343 Royalty Payment Accrual 8,792 Sales Tax Payable and Other Accrued Expenses 258,023 Affiliate Accrual 27,673 Other Current Liabilities $ 305,664 |
Equipment Payable
Equipment Payable | 12 Months Ended |
May 31, 2023 | |
Equipment Payable | |
Equipment Payable | Note 8 – Equipment Payable During the fiscal year ended May 31, 2019, the Company purchased a forklift under an installment purchase plan. The loan amount is $16,500 payable in 60 monthly installment payments of $317 comprising of principal payment of $275 and interest payment of $42. As at May 31, 2023 and 2022, the balance outstanding on the loan was $2,200 and $5,500, respectively, of which the $2,200 balance is payable within the next year. The Company recorded an interest expense of $500 and $500, associated with the equipment financing during the fiscal years ended May 31, 2023 and 2022, on the loan in the accompanying consolidated financial statements. The amounts of loan payments due within the next fiscal year ended May 31, are as follows: Schedule of loan payment due Total 2024 $ 2,200 Equipment Payable, Net $ 2,200 |
Notes Payable
Notes Payable | 12 Months Ended |
May 31, 2023 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 9 – Notes Payable During the fiscal year ended May 31, 2020, a commercial bank granted to the Company a loan (the “Loan”) in the amount of $ 150,000 3.75% 10,000 10,000 10,342 11,684 During the fiscal year ended May 31, 2023 the Company obtained insurance financing of $ 53,337 3,164 21,335 Schedule of notes payable Notes Payable as of May 31, 2023 and 2022 2023 2022 Insurance Financing $ 21,335 $ — Second Draw Paycheck Protection Program (PPP- 2) — 6,300 Financing Charges 1,253 — Economic Injury Disaster Loan Program (EIDL) 150,000 150,000 Total $ 172,588 $ 156,300 Less: Current portion (172,588 ) (156,300 ) Non-current portion $ — $ — The amounts of loan payments due in the next fiscal year ended May 31, are as follows: Schedule of notes payments due in the next five years Total 2024 $ 172,588 Total $ 172,588 |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
May 31, 2023 | |
Equity [Abstract] | |
Stockholders’ Equity | Note 10 – Stockholders’ Equity Shares Authorized As of May 31, 2023, the authorized capital of the Company consists of 450,000,000 0.0001 300,000,000 0.0001 On June 13, 2022, the Company amended its amended and restated certificate of incorporation to increase the number of authorized shares of Common Stock from 100,000,000 to 450,000,000 0.0001 300,000,000 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 fiscal year ended May 31, 2023, the Company issued 250,000,000 shares of non-voting Series A Preferred Stock, which are convertible into shares of Company Common Stock on a one-to-one ratio, pursuant to the Asset Purchase Agreement (See Note 13 and Common Stock section below) 3,100,000 at issuance. The holders of shares of Series A Preferred Stock shall have no rights to dividends with respect to such shares. No dividends or other distributions shall be declared or paid on the Common Stock unless and until dividends at the same rate shall have been paid or declared and set apart upon the Series A Preferred Stock, based upon the number of shares of Common Stock into which the Series A Preferred Stock may then be converted. Upon the dissolution, liquidation, or winding up of the Company, whether voluntary or involuntary, the holders of the Series A Preferred Stock are entitled to receive out of the assets of the Company the sum of $0.0001 per share before any payment or distribution shall be made on our shares of Common Stock. The Series A Preferred Stock shall not be subject to redemption at the option, election or request of the Corporation or any holder or holders of the Series A Preferred Stock. Each share of Series A Preferred Stock is convertible at the option of the holder thereof, at any time after the second anniversary of the date of the first issuance of the shares of Series A Preferred Stock into one fully paid and nonassessable share of Common Stock provided, however, that the holder may not convert that number of shares of Series A Preferred Stock which would cause the holder to become the beneficial owner of more than 5% of the Corporation’s Common Stock as determined in accordance with Sections 13(d) and (g) of the Securities and Exchange Act of 1934 and the applicable rules and regulations thereunder. As of May 31, 2023, 250,000,000 No Common Stock As of May 31, 2023, 117,076,949 During the fiscal year ended May 31, 2023, the Company issued 73,183,893 907,480 During the fiscal year ended May 31, 2023, the Company sold 1,947,175 0.23 447,850 No shares of Common Stock were issued during the fiscal year ended May 31, 2022. Stock Options The Board approved the Company’s 2022 Equity Incentive Plan (the “Plan”) on March 21, 2022. Under the Plan, equity-based awards may be made to employees, officers, directors, non-employee directors and consultants of the Company and its Affiliates (as defined in the plan) in the form of (i) Incentive Stock Options (to eligible employees only); (ii) Nonqualified Stock Options; (iii) Restricted Stock; (iv) Stock Awards; (v) Performance Shares; or (vi) any combination of the foregoing. The Plan will terminate upon the close of business on the day next preceding March 21, 2032, unless terminated earlier in accordance with the terms of the Plan. The Board serves as the Plan administrator and may amend or terminate the Plan without stockholder approval, subject to certain exceptions. The total number of shares initially authorized for issuance under the Plan was 10.0 million shares. The Plan provides for an annual increase on April 1 of each calendar year, beginning in 2022 and ending in 2031, subject to Board approval prior to such date. Such increase may be equal to the lesser of (i) 4% of the total number of shares of the Company’s common stock outstanding on May 31 of the immediately preceding fiscal year and (ii) such smaller number of shares as determined by the Board. The number of shares authorized for issuance under the Plan will not change unless the Board affirmatively approves an increase in the number of shares authorized for issuance prior to April 1 of the applicable year. Shares surrendered or withheld to pay the exercise price of a stock option or to satisfy tax withholding requirements will not be added back to the number of shares available under the Plan. To the extent that any shares of common stock awarded or subject to issuance or purchase pursuant to awards under the Plan are not delivered or purchased, or are reacquired by the Company, for any reason, including a forfeiture of restricted stock or failure to earn performance shares, or the termination, expiration or cancellation of a stock option, or any other termination of an award without payment being made in the form of shares of common stock will be added to the number of shares available for awards under the Plan. The number of shares available for issuance under the Plan will be adjusted for any increase or decrease in the number of outstanding shares of common stock resulting from payment of a stock dividend on common stock, a stock split or subdivision or combination of shares of common stock, or a reorganization or reclassification of common stock, or any other change in the structure of shares of common stock, as determined by the Board. Shares available for awards under the Plan will consist of authorized and unissued shares. Two types of options may be granted under the Plan: (1) Incentive Stock Options, which may only be issued to eligible employees of the Company and are required to have exercise price of the option not less than the fair market value of the common stock on the grant date, or, in the case of an Incentive Stock Option granted to a Ten Percent Stockholder, 110% of the fair market value of the common stock on the grant date; and (2) Non-qualified Stock Options, which may be issued to participants under the Plan and which may have an exercise price less than the fair market value of the common stock on the grant date, but not less than par value of the stock. The Board may grant or sell restricted stock to participants (i.e., shares that are subject to a subject to restrictions or limitations as to the participant’s ability to sell, transfer, pledge or assign such shares) under the Plan. Except for these restrictions and any others imposed by the Board, upon the grant of restricted stock, the recipient generally will have rights of a stockholder with respect to the restricted stock. During the applicable restriction period, the recipient may not sell, exchange, transfer, pledge or otherwise dispose of the restricted stock. The Board may also grant awards of common stock to participants under the Plan, as well as awards of performance shares, which are awards for which the payout is subject to achievement of such performance objectives established by the Board. Performance shares may be settled in cash. Each equity-based award granted under the Plan will be evidenced by an award agreement that specifies the terms of the award and such additional limitations, terms and conditions as the Board may determine, consistent with the provisions of the Plan. Upon the occurrence of a change in control, unless otherwise provided in an award agreement: (i) all outstanding stock options will become immediately exercisable in full; (ii) all outstanding performance shares will vest in full as if the applicable performance conditions were achieved in full, subject to certain adjustments, and will be paid out as soon as practicable; and (iii) all restricted stock will immediately vest in full. The Plan defines a change in control as (i) the adoption of a plan of merger or consolidation of the Company with any other corporation or association as a result of which the holders of the voting capital stock of the Company as a group would receive less than 50% of the voting capital stock of the surviving or resulting corporation; (ii) the approval by the Board of an agreement providing for the sale or transfer (other than as security for obligations of the Company) of substantially all the assets of the Company; or (iii) in the absence of prior Board approval, the acquisition of more than 20% of the Company’s voting capital stock by any person within the meaning of Rule 13d-3 under the Exchange Act (other than the Company or a person that directly or indirectly controls, is controlled by, or is under common control with, the Company). Subject to the Plan’s terms, the Board has full power and authority to determine whether, to what extent and under what circumstances any outstanding award will be terminated, canceled, forfeited or suspended. Awards to that are subject to any restriction or have not been earned or exercised in full by the recipient will be terminated and canceled if such recipient is terminated for cause, as determined by the Board in its sole discretion. The Company estimates the fair value of share-based compensation utilizing the Black-Scholes option pricing model, which is dependent upon several variables such as the expected option term, expected volatility of the Company’s stock price over the expected term, expected risk-free interest rate over the expected option term and expected dividend yield rate over the expected option term. The Company believes this valuation methodology is appropriate for estimating the fair value of stock options granted to employees and directors which are subject to ASC Topic 718 requirements. These amounts are estimates and thus may not be reflective of actual future results, nor amounts ultimately realized by recipients of these grants. The Company recognizes compensation on a straight-line basis over the requisite service period for each award. The Company utilizes the simplified method to estimate the expected life for stock options granted to employees. The simplified method was used as the Company does not have sufficient historical data regarding stock option exercises. The expected volatility is based on historical volatility. The risk-free interest rate is based on the U.S. Treasury yields with terms equivalent to the expected life of the related option at the time of the grant. Dividend yield is based on historical trends. While the Company believes these estimates are reasonable, the compensation expense recorded would increase if the expected life was increased, a higher expected volatility was used, or if the expected dividend yield increased. Pursuant to the Plan, on May 10, 2022, the Company issued to two Company officers non-statutory stock options to purchase, in the aggregate, up to 5,300,000 0.09 th on the 1 st of every month. None of the options are vested as of May 31, 2022. Pursuant to the Plan, on November 1, 2022, the Company issued non-statutory stock options, to a former executive officer of the Company, to purchase, in the aggregate, up to 300,000 0.20 75,000 225,000 The Company computed the aggregate grant date fair value of $ 477,000 207,342 21,967 The Black-Scholes options pricing model used the following assumptions: Schedule of stock option assumptions 2023 2022 Risk free interest rate 4.07 % 2.99 % Expected life 6 5.75 Expected volatility 457 % 447 % Expected dividend 0 % 0 % The following table summarizes the activity relating to the Company’s stock options held by executive officers: Schedule of summarizes relating to the Company’s stock Number of Options Weighted Average Exercise Price Weighted Average Remaining Term Outstanding as June 1, 2021 — — — Granted 5,300,000 $ 0.09 10.0 Exercised — — — Outstanding at May 31, 2022 5,300,000 $ 0.09 9.92 Granted 300,000 $ 0.20 9.68 Less: Forfeited (225,000 ) $ 0.20 9.68 Less: Unvested at May 31, 2023 (2,725,000 ) $ 0.09 8.92 Vested at May 31, 2023 2,650,000 $ 0.09 8.92 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
May 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 11 – Commitments and Contingencies Leases As discussed in Note 2 above, the Company adopted ASU No. 2016-02, Leases The Company has a lease agreement in connection with its office and warehouse facility in California under an operating lease which expired in October 2019. On December 1, 2019, the Company signed an extension of the lease for 3 years. The rent was $7,567 per month for the first year and increased by a certain amount each year. In November 2022, the Company entered into an extension of the lease for a two year term beginning December 1, 2022. The rent is $ 6,098 per month for the first year and will increase by a certain amount the following year. The Company treats a contract as a lease when the contract conveys the right to use a physically distinct asset for a period of time in exchange for consideration, or 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 new standard, the Company recorded an initial lease liability of $ 235,748 The Company computed another initial lease liability of $ 131,970 new 84,435 94,235 102,576 101,845 12% Supplemental balance sheet information related to leases was as follows: Schedule of Supplemental balance sheet information Assets May 31, 2023 May 31, 2022 Right of use assets $ 131,970 $ 235,748 Accumulated reduction (30,125 ) (190,295 ) Operating lease assets, net $ 101,845 $ 45,453 Liabilities Lease Liability $ 131,970 $ 235,748 Accumulated reduction (29,394 ) (188,582 ) Total lease liability, net $ 102,576 $ 47,166 Current portion (65,824 ) (47,166 ) Non-current portion $ 36,752 $ — Maturities of operating lease liabilities were as follows as of May 31, 2023: Schedule of maturities of operating lease liabilities Operating Lease 2024 $ 65,824 2025 36,752 Total $ 102,576 Less: Imputed interest $ — Present value of lease liabilities $ 102,576 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 litigation process has not progressed and the amount of the claim of $ 204,182 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
May 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 12 – Related Party Transactions The Company’s Chief Executive Officer, Jeff Toghraie, is the managing director of Intrepid Global Advisors (“Intrepid”). Intrepid has, from time to time, provided advances to the Company for working capital purposes. At May 31, 2023, and 2022, the Company had amounts payable to Intrepid of $ 124,378 25,452 effective June 16, 2022 as amended effective November 7, 2022, with AXIL and Intrepid Global Advisors, we are subject to certain limitations on our ability to sell our capital stock until June 2024. During the fiscal year ended May 31, 2023, the Company paid $ 218,696 126,097 During the fiscal year ended May 31, 2023, the Company paid $ 135,484 74,620 15,928 On June 16, 2022, the Company and its wholly owned subsidiary Reviv3 Acquisition Corporation completed the acquisition of both (i) the hearing protection business of AXIL, consisting of ear plugs and ear muffs, and (ii) AXIL’s ear bud business pursuant to the Asset Purchase Agreement, dated May 1, 2022, as amended on June 15, 2022, by and among the Company, Reviv3 Acquisition Corporation, AXIL and certain stockholders of AXIL. One of the stockholders of AXIL is Intrepid Global Advisors, Inc. As of May 31, 2023, Intrepid Global Advisors, Inc. held no outstanding common stock of AXIL and 19.50% of the outstanding common stock of the Company. |
Business Combination
Business Combination | 12 Months Ended |
May 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combination | Note 13 – Business Combination 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 4.68% of the outstanding common stock of AXIL 22.33% of the outstanding Common Stock of the Company. As of May 31, 2023 Intrepid held no outstanding common shares of AXIL As consideration for the Asset Purchase, AXIL 323,183,893 shares of the company comprised of (a) 73,183,893 shares of the Company’s Common Stock and (b) 250,000,000 shares of the company’s non-voting Series A Preferred Stock, which are convertible into shares of Company Common Stock on a one-to-one ratio. The Preferred Shares may not be converted or transferred for a period of two years following the closing of the acquisition. Thereafter, no holder of Preferred Shares may convert such shares into a number of shares of Company Common Stock that would cause the holder to beneficially own more than 5% of the Company’s Common Stock, as determined in accordance with Sections 13(d) and (g) of the Securities Exchange Act of 1934 (the “Exchange Act”). The purchase price was computed to be $ 4,007,480 based on a fair value of $ 0.0124 per common share on the date of acquisition. The Company is utilizing the AXIL 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 was allocated to goodwill. The following is a summary of the fair value of the assets acquired and liabilities assumed at the date of acquisition: Schedule of estimated fair value of the assets acquired Cash $ 1,066,414 Accounts receivable 227,786 Inventory 1,342,461 Prepaid expenses 62,452 Other assets 108,030 Accounts payable (285,665 ) Contract liabilities (1,043,332 ) Other current liabilities (79,826 ) Net tangible assets acquired $ 1,398,320 Identifiable intangible assets Licensing rights $ 11,945 Customer relationships 70,000 Tradenames 275,000 Website 100,000 Total Identifiable intangible assets $ 456,945 Consideration paid $ 4,007,480 Total net assets acquired 1,855,265 Goodwill purchased $ 2,152,215 Pro Forma Information (Unaudited) The unaudited pro forma condensed combined financial statements are based on Reviv3 and AXIL’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 fiscal year ended May 31, 2023 and 2022, for Reviv3 and AXIL, 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 fiscal year ended For the fiscal year ended May 31, 2023 May 31, 2022 Revenue $ 25,428,163 $ 18,356,862 Net income (loss) 2,032,954 (3,212,320 ) Earnings (loss) per common share Basic $ 0.02 $ (0.03 ) Diluted $ 0.01 — 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 | 12 Months Ended |
May 31, 2023 | |
Risks and Uncertainties [Abstract] | |
Concentrations | Note 14 – 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 4,582,682 123,731 Concentration of Revenue, Accounts Receivable, Product Line, and Supplier – Hair and Skin Care Products During the fiscal year ended May 31, 2023 hair and skin care product sales to three customers, which each represented over 10% of our total sales, aggregated to approximately 94% 61% 12% 21% 31% 15% 16% During the fiscal year ended May 31, 2023 hair and skin care product sales to customers outside the United States represented approximately 25% 20% 5% 16% 14% 2% During the fiscal year ended May 31, 2023, hair and skin care product sales by product 15% 10% 7% 10% 12% 25% During the fiscal years ended May 31, 2023 and 2022 sales for the hair and skin care product lines comprised of the following: Schedule of Sales by Product Line For the Fiscal Years ended Hair Care Products May 31, 2023 May 31, 2022 Shampoos and Conditioners 77 % 84 % Ancillary Products 23 % 16 % Total 100 % 100 % At May 31, 2023, hair and skin care product’s only accounts receivable from one customer accounted for more than 10% of sales transactions, which was Amazon and the second largest customer accounted for 8% 74% 11% 12% 14% 37% Hair and skin care product purchased inventories and products from three vendors totaling approximately $ 297,833 95% 61% 12% 22% 343,015 97% 10% 23% 34% Concentration of Revenue, Accounts Receivable, Product Line, and Supplier – Ear Protection and Enhancement Products AXIL is sold direct-to-consumer, therefore, during the fiscal year ended May 31, 2023, 97.3% During the fiscal year ended May 31, 2023 AXIL sales to customers outside the United States represented approximately 4.5% 3.7% Manufacturing is outsourced primarily overseas via a number of third party vendors, the two largest vendors accounting for 82% and 10% of all purchases. During the fiscal year ended May 31, 2023, AXIL sale of ear buds for PSAP (personal sound amplification product) and hearing protection by product line which each represented over 10% of sales consisted approximately 87% During the fiscal year ended May 31, 2023 sales by hearing enhancement and protection products comprised of the following: Schedule of sales by product comprised For the fiscal year ended Ear Protection & Enhancement Products May 31, 2023 Ghost Stryke 86.7 % Trackr Earmuffs 9.1 % Other Bluetooth and ear buds 3.9 % Accessories, other 0.3 % Total 100 % |
Business Segment and Geographic
Business Segment and Geographic Area Information | 12 Months Ended |
May 31, 2023 | |
Segment Reporting [Abstract] | |
Business Segment and Geographic Area Information | Note 15 – 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 The fiscal years ended Net Sales May 31, 2023 May 31, 2022 Hair care and skin care $ 1,588,958 $ 2,336,257 Hearing enhancement and protection 21,932,069 — Total net sales $ 23,521,027 $ 2,336,257 Operating earnings (loss) Segment gross profit: Hair care and skin care $ 1,076,834 $ 1,507,671 Hearing enhancement and protection 16,633,977 — Total segment gross profit $ 17,710,811 $ 1,507,671 Selling and Marketing 11,675,206 1,199,305 General and Administrative 4,051,394 519,769 Consolidated operating income (loss) $ 1,984,211 $ (211,403 ) Total Assets: Hair care and skin care $ 3,785,732 $ 893,915 Hearing enhancement and protection 6,383,582 — Consolidated total assets $ 10,169,314 $ 893,915 Payments for property and equipment Hair care and skin care $ — $ — Hearing enhancement and protection 65,650 — Consolidated total payments for property and equipment $ 65,650 $ — Depreciation and amortization Hair care and skin care $ 5,675 $ 7,872 Hearing enhancement and protection 89,504 — Consolidated total depreciation and amortization $ 95,179 $ 7,872 Geographic Area Information During the fiscal year ended May 31, 2023, approximately 94% |
Income Taxes
Income Taxes | 12 Months Ended |
May 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 16 – Income Taxes The Company has incurred aggregate net operating losses of approximately $ 1,500,000 The items accounting for the difference between income taxes at the effective statutory rate and the provision for income were as follows: Schedule of effective statutory rate and the provision for income For the Fiscal Years Ended May 31, 2023 2022 Tax expense (benefit) computed at statutory rate of 21% $ 431,653 $ (38,410 ) State tax expense (benefit) blended rate 297,928 (15,289 ) Change in federal tax rate estimate for prior years — (46,109 ) Non-deductible expenses: Stock-based compensation — 6,590 Non deductible expense: Other — 2,082 Non taxable: COVID related grants/loan forgiveness — (10,500 ) Benefit of tax amortization of intangibles (49,773 ) — Deferred tax true up 3,929 — Net operating loss benefit (452,824 ) — Tax expense (benefit) 230,913 — Increase (decrease) in valuation allowance (101,636 ) 101,636 Change in deferred tax asset 101,636 Net income tax (benefit)/expense $ 230,913 $ — The Company has a deferred tax asset which is summarized as follows at: Deferred tax assets: Schedule of deferred tax asset May 31, 2023 May 31, 2022 Net operating loss carryover $ — $ 452,824 Less: valuation allowance — (452,824 ) Net deferred tax asset $ — $ — Due to the net income at May 31, 2023 the Company reversed the valuation allowance against the deferred income tax asset at May 31, 2023 as current year taxable income will be sufficient to utilize the total loss carryforward. There is no The Company does not have any uncertain tax positions or events leading to uncertainty in a tax position. The Company’s 2020, 2021 and 2022 Corporate Income Tax Returns are subject to Internal Revenue Service examination. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
May 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The consolidated financial statements for the fiscal years ended May 31, 2023 and 2022 have been prepared by us in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and include the accounts of the Company and its consolidated subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Liquidity and Capital Resources | Liquidity and Capital Resources We are currently engaged in our product sales and development. Although we earned net income and had cash provided by operations in the fiscal year ended May 31, 2023, we had an accumulated deficit of $ 3,466,992 as of May 31, 2023 and have incurred operating losses and cash used in operations in the past. We currently expect to earn net income and positive cash flows from operations during the current fiscal year ending May 31, 2024. We believe our current cash balances, coupled with anticipated cash flow from operating activities, will be sufficient to meet our working capital requirements for at least one year from the date of issuance of the accompanying consolidated financial statements. We intend to continue to control our cash expenses as a percentage of expected revenue on an annual basis and thus may use our cash balances in the short-term to invest in revenue growth. As a result of the acquisition of AXIL’s business, we have generated and expect we will continue to generate sufficient cash for our operational needs, including any required debt payments, for at least one year from the date of issuance of the accompanying consolidated financial statements. Management is focused on growing the Company’s existing product, introducing new products, as well as expanding its customer base, to increase its revenues. The Company cannot give assurance that it can increase its cash balances or limit its cash consumption and thus maintain sufficient cash balances for its planned operations or future acquisitions. Future business demands, including those resulting from the purchase of AXIL’s assets in June 2022, may lead to cash utilization at levels greater than recently experienced. The Company cannot provide any assurance that it will be able to raise additional capital or obtain necessary financing on acceptable terms, or at all. Subject to the foregoing, management believes that the Company has sufficient capital and liquidity to fund its operations for at least one year from the date of issuance of the accompanying consolidated financial statements. |
Use of estimates | Use of estimates The preparation of the 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. |
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. The Company continuously evaluates the levels of inventory held and any inventory held above the expected level of sales in the next twelve months, is classified as non-current inventory. |
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. |
Revenue recognition | Revenue recognition The Company follows Accounting Standards Codification (“ASC”) 606, Revenue From Contracts With Customers. This revenue recognition standard (new guidance) has a five step process: a) Determine whether a contract exists; b) Identify the performance obligations; c) Determine the transaction price; d) Allocate the transaction price; and e) Recognize revenue when (or as) performance obligations are satisfied. The Company sells a variety of hair and skin care products and electronic hearing and enhancement 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 five steps for revenue recognition are as follows: Identify the contract with a customer. Identify the performance obligations in the contract However, as the historical redemption rate under our warranty policy has been low, the option is not accounted for as a separate performance obligation. The Company does not assess whether promised goods or services are performance obligations if they are immaterial in the context of the contract with the customer. Determine the transaction price and allocation to performance obligations. The transaction price in the Company’s customer contracts Allocate the transaction price to the performance obligations in the contract Recognize revenue when or as the Company satisfies a performance obligation As of May 31, 2023 and May 31, 2022, contract liabilities amounted to $ 1,433,048 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 $1,320,401 and $0, respectively, and contract liabilities associated with unfulfilled performance obligations for customers’ right of return was $112,647 and $0, respectively. Our contract liabilities amounts are expected to be recognized over a period of one year to three years. Approximately $827,106 is expected to be recognized in year 1, $420,629 is expected to be recognized in year 2, and $185,313 is expected to be recognized in year 3. Revenue recognized, during the fiscal year ended May 31, 2023, that was included in the contract liability balance at the beginning of period (acquisition of AXIL) was $ 391,204 |
Cost of Sales | Cost of Sales The primary components of cost of sales include the cost of the product and shipping fees. |
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 $ 1,001,261 214,517 |
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 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 acquired and liabilities assumed of the acquired business, 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. |
Income Taxes | Income Taxes The Company accounts for income taxes pursuant to the provision of ASC 740-10, “Accounting for Income Taxes” (“ASC 740-10”), which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized. The Company follows the provision of ASC 740-10 related to Accounting for Uncertain Income Tax Positions. When tax returns are filed, there may be uncertainty about the merits of positions taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more likely than not recognition threshold are measured at the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefit associated with tax positions taken that exceed the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying consolidated balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all more likely than not to be upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits. The Company has adopted ASC 740-10-25, “Definition of Settlement”, which provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion and examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. The federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities, generally for three years after they are filed. |
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 no |
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 director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). ASC 718 also requires measurement of the cost of employee 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 or loss by the weighted average number of common shares during the period. Diluted net loss per share is computed using the weighted average number of common shares and potentially dilutive securities outstanding during the period. At May 31, 2022, the Company had 5,300,000 For the fiscal year ended May 31, 2023, certain stock options were excluded from the computation of diluted common shares outstanding as they would have an anti-dilutive impact on the Company’s net income. The following table presents a reconciliation of basic and diluted net income per common share: Schedule of net loss per share For the Fiscal Year Ended May 31, 2023 Net income $ 1,824,575 Weighted average basic shares 112,895,411 Dilutive securities: Convertible preferred stock 239,041,096 Stock options 5,448,767 Weighted average dilutive shares 357,385,274 Earnings (loss) per share: Basic $ 0.02 Diluted $ 0.01 |
Lease Accounting | Lease Accounting In February 2016, the FASB issued ASU No. 2016-02, Leases The Company renewed lease for its corporate headquarters commencing December 1, 2022, under lease agreements classified as an operating lease. Please see Note 11 – ‘Commitments and Contingencies’ under “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’s 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) | 12 Months Ended |
May 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of net loss per share | Schedule of net loss per share For the Fiscal Year Ended May 31, 2023 Net income $ 1,824,575 Weighted average basic shares 112,895,411 Dilutive securities: Convertible preferred stock 239,041,096 Stock options 5,448,767 Weighted average dilutive shares 357,385,274 Earnings (loss) per share: Basic $ 0.02 Diluted $ 0.01 |
Accounts Receivable, net (Table
Accounts Receivable, net (Tables) | 12 Months Ended |
May 31, 2023 | |
Credit Loss [Abstract] | |
Schedule of accounts receivable | Schedule of accounts receivable May 31, 2023 May 31, 2022 Customers Receivable $ 345,264 $ 115,741 Merchant Processor Receivable 167,232 — Less: Allowance for doubtful debts (95,480 ) (9,820 ) Accounts receivable, net $ 417,016 $ 105,921 |
Inventory, net (Tables)
Inventory, net (Tables) | 12 Months Ended |
May 31, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Schedule of Inventory May 31, 2023 May 31, 2022 Finished Goods $ 1,198,218 $ 29,249 Raw Materials $ 113,646 $ 294,139 Inventory, net $ 1,311,864 $ 323,388 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
May 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Schedule of Property and Equipment Estimated Life May 31, 2023 May 31, 2022 Furniture and Fixtures 5 $ 14,598 $ 5,759 Computer Equipment 3 33,146 17,392 Plant Equipment 5 10 165,778 45,128 Automobile 5 15,000 — Less: Accumulated Depreciation (71,059 ) (39,134 ) $ 157,463 $ 29,145 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
May 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | Schedule of intangible assets Estimated Life May 31, 2023 Licensing Rights 3 $ 11,945 Customer Relationships 3 70,000 Trade Names 10 275,000 Website 5 100,000 Less: Accumulated Amortization (74,271 ) $ 382,674 |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 12 Months Ended |
May 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of other current liabilities | Schedule of other current liabilities May 31, 2023 Credit Cards 833 Accrued Interest 10,343 Royalty Payment Accrual 8,792 Sales Tax Payable and Other Accrued Expenses 258,023 Affiliate Accrual 27,673 Other Current Liabilities $ 305,664 |
Equipment Payable (Tables)
Equipment Payable (Tables) | 12 Months Ended |
May 31, 2023 | |
Equipment Payable | |
Schedule of loan payment due | Schedule of loan payment due Total 2024 $ 2,200 Equipment Payable, Net $ 2,200 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
May 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of notes payable | Schedule of notes payable Notes Payable as of May 31, 2023 and 2022 2023 2022 Insurance Financing $ 21,335 $ — Second Draw Paycheck Protection Program (PPP- 2) — 6,300 Financing Charges 1,253 — Economic Injury Disaster Loan Program (EIDL) 150,000 150,000 Total $ 172,588 $ 156,300 Less: Current portion (172,588 ) (156,300 ) Non-current portion $ — $ — |
Schedule of notes payments due in the next five years | Schedule of notes payments due in the next five years Total 2024 $ 172,588 Total $ 172,588 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 12 Months Ended |
May 31, 2023 | |
Equity [Abstract] | |
Schedule of stock option assumptions | Schedule of stock option assumptions 2023 2022 Risk free interest rate 4.07 % 2.99 % Expected life 6 5.75 Expected volatility 457 % 447 % Expected dividend 0 % 0 % |
Schedule of summarizes relating to the Company’s stock | Schedule of summarizes relating to the Company’s stock Number of Options Weighted Average Exercise Price Weighted Average Remaining Term Outstanding as June 1, 2021 — — — Granted 5,300,000 $ 0.09 10.0 Exercised — — — Outstanding at May 31, 2022 5,300,000 $ 0.09 9.92 Granted 300,000 $ 0.20 9.68 Less: Forfeited (225,000 ) $ 0.20 9.68 Less: Unvested at May 31, 2023 (2,725,000 ) $ 0.09 8.92 Vested at May 31, 2023 2,650,000 $ 0.09 8.92 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
May 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Supplemental balance sheet information | Schedule of Supplemental balance sheet information Assets May 31, 2023 May 31, 2022 Right of use assets $ 131,970 $ 235,748 Accumulated reduction (30,125 ) (190,295 ) Operating lease assets, net $ 101,845 $ 45,453 Liabilities Lease Liability $ 131,970 $ 235,748 Accumulated reduction (29,394 ) (188,582 ) Total lease liability, net $ 102,576 $ 47,166 Current portion (65,824 ) (47,166 ) Non-current portion $ 36,752 $ — |
Schedule of maturities of operating lease liabilities | Schedule of maturities of operating lease liabilities Operating Lease 2024 $ 65,824 2025 36,752 Total $ 102,576 Less: Imputed interest $ — Present value of lease liabilities $ 102,576 |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
May 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of estimated fair value of the assets acquired | Schedule of estimated fair value of the assets acquired Cash $ 1,066,414 Accounts receivable 227,786 Inventory 1,342,461 Prepaid expenses 62,452 Other assets 108,030 Accounts payable (285,665 ) Contract liabilities (1,043,332 ) Other current liabilities (79,826 ) Net tangible assets acquired $ 1,398,320 Identifiable intangible assets Licensing rights $ 11,945 Customer relationships 70,000 Tradenames 275,000 Website 100,000 Total Identifiable intangible assets $ 456,945 Consideration paid $ 4,007,480 Total net assets acquired 1,855,265 Goodwill purchased $ 2,152,215 |
Schedule of proforma information | Schedule of proforma information For the fiscal year ended For the fiscal year ended May 31, 2023 May 31, 2022 Revenue $ 25,428,163 $ 18,356,862 Net income (loss) 2,032,954 (3,212,320 ) Earnings (loss) per common share Basic $ 0.02 $ (0.03 ) Diluted $ 0.01 — |
Concentrations (Tables)
Concentrations (Tables) | 12 Months Ended |
May 31, 2023 | |
Risks and Uncertainties [Abstract] | |
Schedule of Sales by Product Line | Schedule of Sales by Product Line For the Fiscal Years ended Hair Care Products May 31, 2023 May 31, 2022 Shampoos and Conditioners 77 % 84 % Ancillary Products 23 % 16 % Total 100 % 100 % |
Schedule of sales by product comprised | Schedule of sales by product comprised For the fiscal year ended Ear Protection & Enhancement Products May 31, 2023 Ghost Stryke 86.7 % Trackr Earmuffs 9.1 % Other Bluetooth and ear buds 3.9 % Accessories, other 0.3 % Total 100 % |
Business Segment and Geograph_2
Business Segment and Geographic Area Information (Tables) | 12 Months Ended |
May 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of segment information | Schedule of segment information The fiscal years ended Net Sales May 31, 2023 May 31, 2022 Hair care and skin care $ 1,588,958 $ 2,336,257 Hearing enhancement and protection 21,932,069 — Total net sales $ 23,521,027 $ 2,336,257 Operating earnings (loss) Segment gross profit: Hair care and skin care $ 1,076,834 $ 1,507,671 Hearing enhancement and protection 16,633,977 — Total segment gross profit $ 17,710,811 $ 1,507,671 Selling and Marketing 11,675,206 1,199,305 General and Administrative 4,051,394 519,769 Consolidated operating income (loss) $ 1,984,211 $ (211,403 ) Total Assets: Hair care and skin care $ 3,785,732 $ 893,915 Hearing enhancement and protection 6,383,582 — Consolidated total assets $ 10,169,314 $ 893,915 Payments for property and equipment Hair care and skin care $ — $ — Hearing enhancement and protection 65,650 — Consolidated total payments for property and equipment $ 65,650 $ — Depreciation and amortization Hair care and skin care $ 5,675 $ 7,872 Hearing enhancement and protection 89,504 — Consolidated total depreciation and amortization $ 95,179 $ 7,872 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
May 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of effective statutory rate and the provision for income | Schedule of effective statutory rate and the provision for income For the Fiscal Years Ended May 31, 2023 2022 Tax expense (benefit) computed at statutory rate of 21% $ 431,653 $ (38,410 ) State tax expense (benefit) blended rate 297,928 (15,289 ) Change in federal tax rate estimate for prior years — (46,109 ) Non-deductible expenses: Stock-based compensation — 6,590 Non deductible expense: Other — 2,082 Non taxable: COVID related grants/loan forgiveness — (10,500 ) Benefit of tax amortization of intangibles (49,773 ) — Deferred tax true up 3,929 — Net operating loss benefit (452,824 ) — Tax expense (benefit) 230,913 — Increase (decrease) in valuation allowance (101,636 ) 101,636 Change in deferred tax asset 101,636 Net income tax (benefit)/expense $ 230,913 $ — |
Schedule of deferred tax asset | Schedule of deferred tax asset May 31, 2023 May 31, 2022 Net operating loss carryover $ — $ 452,824 Less: valuation allowance — (452,824 ) Net deferred tax asset $ — $ — |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |
May 31, 2023 | May 31, 2022 | |
Accounting Policies [Abstract] | ||
Net income | $ 1,824,575 | $ (182,903) |
Weighted average basic shares | 112,895,411 | |
Dilutive securities: | ||
Convertible preferred stock | 239,041,096 | |
Stock options | 5,448,767 | |
Weighted average dilutive shares | 357,385,274 | |
Earnings (loss) per share: | ||
Basic | $ 0.02 | |
Diluted | $ 0.01 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
May 31, 2023 | May 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||
Retained Earnings (Accumulated Deficit) | $ 3,466,992 | $ 5,291,567 |
Contract liabilities | $ 1,433,048 | 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 $1,320,401 and $0, respectively, and contract liabilities associated with unfulfilled performance obligations for customers’ right of return was $112,647 and $0, respectively. Our contract liabilities amounts are expected to be recognized over a period of one year to three years. Approximately $827,106 is expected to be recognized in year 1, $420,629 is expected to be recognized in year 2, and $185,313 is expected to be recognized in year 3. | |
Selling and marketing expense | $ 11,675,206 | 1,199,305 |
Impairment loss | 0 | $ 0 |
Options [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Antidilutive shares | 5,300,000 | |
Customer [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Selling and marketing expense | 1,001,261 | $ 214,517 |
Axil [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Revenue recognition | $ 391,204 |
Accounts Receivable, net (Detai
Accounts Receivable, net (Details) - USD ($) | May 31, 2023 | May 31, 2022 |
Credit Loss [Abstract] | ||
Customers Receivable | $ 345,264 | $ 115,741 |
Merchant Processor Receivable | 167,232 | |
Less: Allowance for doubtful debts | (95,480) | (9,820) |
Accounts receivable, net | $ 417,016 | $ 105,921 |
Accounts Receivable, net (Det_2
Accounts Receivable, net (Details Narrative) - USD ($) | 12 Months Ended | |
May 31, 2023 | May 31, 2022 | |
Credit Loss [Abstract] | ||
Bad debt expense | $ 76,969 | $ 6,941 |
Inventory, net (Details)
Inventory, net (Details) - USD ($) | May 31, 2023 | May 31, 2022 |
Inventory Disclosure [Abstract] | ||
Finished Goods | $ 1,198,218 | $ 29,249 |
Raw Materials | 113,646 | 294,139 |
Inventory, net | $ 1,311,864 | $ 323,388 |
Inventory, net (Details Narrati
Inventory, net (Details Narrative) - USD ($) | May 31, 2023 | May 31, 2022 |
Inventory Disclosure [Abstract] | ||
Inventory held at third party location | $ 0 | $ 16,940 |
Inventory in-transit | 135,482 | 0 |
Inventory valuation reserves | 0 | 71,481 |
Inventory, non-current | $ 0 | $ 0 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | May 31, 2023 | May 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Less:Accumulated Depreciation | $ (71,059) | $ (39,134) |
Property and equipment, net | $ 157,463 | 29,145 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 5 years | |
Plant Equipment | $ 14,598 | 5,759 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 3 years | |
Plant Equipment | $ 33,146 | 17,392 |
Property, Plant and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Plant Equipment | $ 165,778 | 45,128 |
Property, Plant and Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 5 years | |
Property, Plant 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 ($) | 12 Months Ended | |
May 31, 2023 | May 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 20,908 | $ 7,871 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | May 31, 2023 | May 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Accumulated Amortization | $ (74,271) | |
Finite-Lived Intangible Assets, Net | $ 382,674 | |
Licensing Rights [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets useful life | 3 years | |
Finite-Lived Intangible Assets, Gross | $ 11,945 | |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets useful life | 3 years | |
Finite-Lived Intangible Assets, Gross | $ 70,000 | |
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets useful life | 10 years | |
Finite-Lived Intangible Assets, Gross | $ 275,000 | |
Website [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets useful life | 5 years | |
Finite-Lived Intangible Assets, Gross | $ 100,000 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 12 Months Ended | ||
May 31, 2023 | May 31, 2022 | Jun. 16, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill | $ 2,152,215 | $ 2,152,215 | |
Amortization expense | $ 74,271 | $ 0 |
Other Current Liabilities (Deta
Other Current Liabilities (Details) | May 31, 2023 USD ($) |
Payables and Accruals [Abstract] | |
Credit Cards | $ 833 |
Accrued Interest | 10,343 |
Royalty Payment Accrual | 8,792 |
Sales Tax Payable and Other Accrued Expenses | 258,023 |
Affiliate Accrual | 27,673 |
Other Current Liabilities | $ 305,664 |
Equipment Payable (Details)
Equipment Payable (Details) - USD ($) | May 31, 2023 | May 31, 2022 |
Equipment Payable | ||
2024 | $ 2,200 | $ 3,300 |
Equipment Payable, Net | $ 2,200 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | May 31, 2023 | May 31, 2022 |
Guarantor Obligations [Line Items] | ||
Total | $ 172,588 | $ 156,300 |
Less: Current portion | (172,588) | (156,300) |
Non-current portion | ||
Insurance Financing [Member] | ||
Guarantor Obligations [Line Items] | ||
Total | 21,335 | |
Second Draw Paycheck Protection Program [Member] | ||
Guarantor Obligations [Line Items] | ||
Total | 6,300 | |
Financing Charges [Member] | ||
Guarantor Obligations [Line Items] | ||
Total | 1,253 | |
Economic Injury Disaster Loan Program [Member] | ||
Guarantor Obligations [Line Items] | ||
Total | $ 150,000 | $ 150,000 |
Notes Payable (Details 1)
Notes Payable (Details 1) | May 31, 2023 USD ($) |
Debt Disclosure [Abstract] | |
2024 | $ 172,588 |
Total | $ 172,588 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
May 18, 2020 | May 31, 2023 | May 31, 2022 | May 31, 2020 | |
Debt Instrument [Line Items] | ||||
Accrued interest | $ 10,343 | |||
Notes Payable | 172,588 | $ 156,300 | ||
Insurance Financing [Member] | ||||
Debt Instrument [Line Items] | ||||
Insurance financing | 53,337 | |||
Finance charges | 3,164 | |||
Notes Payable | 21,335 | |||
Economic Injury Disaster Loan Program [Member] | ||||
Debt Instrument [Line Items] | ||||
Face Amount | $ 150,000 | |||
Interest rate | 3.75% | |||
Additional borrowings | 10,000 | |||
Loan forgiveness | 10,000 | |||
Accrued interest | $ 10,342 | $ 11,684 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | 12 Months Ended | |
May 31, 2023 | May 31, 2022 | |
Equity [Abstract] | ||
Risk free interest rate | 2.99% | 4.07% |
Expected life | 5 years 9 months | 6 years |
Expected volatility | 447% | 457% |
Expected dividend | 0% | 0% |
Stockholders' Equity (Details 1
Stockholders' Equity (Details 1) - $ / shares | 1 Months Ended | 12 Months Ended | |
Jan. 29, 2023 | May 31, 2023 | May 31, 2022 | |
Equity [Abstract] | |||
Number of option outstanding, beginning | 5,300,000 | ||
Weighted average exercise price, beginning | $ 0.09 | ||
Number of option outstanding, granted | 300,000 | 5,300,000 | |
Weighted average exercise price, granted | $ 0.20 | $ 0.09 | |
Weighted average remaining term, granted | 9 years 8 months 4 days | 10 years | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | |||
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | |||
Number of option outstanding, ending | 5,300,000 | ||
Weighted average exercise price, ending | $ 0.09 | ||
Weighted average remaining term, ending | 9 years 11 months 1 day | ||
Number of option outstanding, forfeited | (225,000) | ||
Weighted average exercise price, forfeited | $ 0.20 | ||
Weighted average remaining term, forfeited | 9 years 8 months 4 days | ||
Unvested number of option | (2,725,000) | ||
Unvested weighted average exercise price | $ 0.09 | ||
Unvested weighted average remaining term | 8 years 11 months 1 day | ||
Vested number of option | 75,000 | 2,650,000 | |
Vested weighted average exercise price | $ 0.09 | ||
Vested weighted average remaining term | 8 years 11 months 1 day |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||
Apr. 30, 2023 | Jan. 29, 2023 | May 31, 2023 | May 31, 2022 | Nov. 01, 2022 | Jun. 13, 2022 | May 10, 2022 | May 31, 2021 | |
Class of Stock [Line Items] | ||||||||
Common stock, shares authorized | 450,000,000 | 450,000,000 | 450,000,000 | |||||
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 | ||||||
Preferred stock, shares authorized | 300,000,000 | 300,000,000 | 300,000,000 | |||||
Preferred stock, par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Shares issued value during the period | $ 447,850 | |||||||
Preferred stock, shares issued | 250,000,000 | 0 | ||||||
Preferred stock, shares outstanding | 250,000,000 | 0 | ||||||
Common stock, shares issued | 117,076,949 | 41,945,881 | ||||||
Common stock, shares outstanding | 117,076,949 | 41,945,881 | ||||||
Number of option issued | 300,000 | 5,300,000 | ||||||
Exercise price | $ 0.09 | $ 0.20 | $ 0.09 | |||||
Shares vested | 75,000 | 2,650,000 | ||||||
Shares forfeited | 225,000 | |||||||
Aggregate grant date fair value | $ 477,000 | |||||||
Share-Based Payment Arrangement, Noncash Expense | $ 207,342 | $ 21,967 | ||||||
Several Private Placement Agreements [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of common stock sold | 1,947,175 | |||||||
Share price | $ 0.23 | |||||||
Value of common stock sold | $ 447,850 | |||||||
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 ($) | May 31, 2023 | May 31, 2022 |
Assets | ||
Right of use assets | $ 131,970 | $ 235,748 |
Accumulated reduction | (30,125) | (190,295) |
Operating lease assets, net | 101,845 | 45,453 |
Liabilities | ||
Lease Liability | 131,970 | 235,748 |
Accumulated reduction | (29,394) | (188,582) |
Total lease liability, net | 102,576 | 47,166 |
Current portion | (65,824) | (47,166) |
Non-current portion | $ 36,752 |
Commitments and Contingencies_3
Commitments and Contingencies (Details 1) - USD ($) | May 31, 2023 | May 31, 2022 |
Commitments and Contingencies Disclosure [Abstract] | ||
2024 | $ 65,824 | |
2025 | 36,752 | |
Total | 102,576 | |
Less: Imputed interest | ||
Present value of lease liabilities | $ 102,576 | $ 47,166 |
Commitments and Contingencies_4
Commitments and Contingencies (Details Narrative) - USD ($) | 12 Months Ended | |
May 31, 2023 | May 31, 2022 | |
Loss Contingencies [Line Items] | ||
Lessee, Operating Lease, Description | The Company has a lease agreement in connection with its office and warehouse facility in California under an operating lease which expired in October 2019. On December 1, 2019, the Company signed an extension of the lease for 3 years. The rent was $7,567 per month for the first year and increased by a certain amount each year. In November 2022, the Company entered into an extension of the lease for a two | |
Monthly base rent | $ 6,098 | |
Initial lease liability | 235,748 | |
Initial right of use asset | 131,970 | |
Lease expense | 84,435 | $ 94,235 |
Lease liability | 102,576 | 47,166 |
Right of use asset | $ 101,845 | $ 45,453 |
Discount rate | 12% | |
Accounts Payable [Member] | ||
Loss Contingencies [Line Items] | ||
Claim amount | $ 204,182 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | |
May 31, 2023 | May 31, 2022 | |
Related Party Transaction [Line Items] | ||
Consulting fee | $ 135,484 | |
Compensation paid for services | 126,097 | |
Commissions and contractor fee | 74,620 | |
Bonus for services paid | 15,928 | |
Weston T. Harris [Member] | ||
Related Party Transaction [Line Items] | ||
Consulting fee | 218,696 | |
Intrepid [Member] | ||
Related Party Transaction [Line Items] | ||
Payable to related party | $ 124,378 | $ 25,452 |
Asset Purchase Agreement (Detai
Asset Purchase Agreement (Details) - USD ($) | May 31, 2023 | Jun. 16, 2022 |
Business Combination and Asset Acquisition [Abstract] | ||
Cash | $ 1,066,414 | |
Accounts receivable | 227,786 | |
Inventory | 1,342,461 | |
Prepaid expenses | 62,452 | |
Other assets | 108,030 | |
Accounts payable | (285,665) | |
Contract liabilities | (1,043,332) | |
Other current liabilities | (79,826) | |
Net tangible assets acquired | 1,398,320 | |
Identifiable intangible assets | ||
Licensing rights | 11,945 | |
Customer relationships | 70,000 | |
Tradenames | 275,000 | |
Website | 100,000 | |
Total Identifiable intangible assets | 456,945 | |
Consideration paid | 4,007,480 | |
Total net assets acquired | 1,855,265 | |
Goodwill purchased | $ 2,152,215 | $ 2,152,215 |
Asset Purchase Agreement (Det_2
Asset Purchase Agreement (Details 1) - USD ($) | 12 Months Ended | |
May 31, 2023 | May 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | ||
Revenue | $ 25,428,163 | $ 18,356,862 |
Net income (loss) | $ 2,032,954 | $ (3,212,320) |
Earnings (loss) per common share | ||
Basic | $ 0.02 | $ (0.03) |
Diluted | $ 0.01 |
Business Combination (Details N
Business Combination (Details Narrative) | 1 Months Ended |
Jun. 16, 2022 USD ($) $ / shares shares | |
Business Acquisition [Line Items] | |
Shares consideration | 323,183,893 |
Acquisition Costs, Period Cost | $ | $ 4,007,480 |
Acquisition price per share | $ / shares | $ 0.0124 |
Common Stock [Member] | |
Business Acquisition [Line Items] | |
Shares consideration | 73,183,893 |
Preferred Stock [Member] | |
Business Acquisition [Line Items] | |
Shares consideration | 250,000,000 |
Axil [Member] | |
Business Acquisition [Line Items] | |
Equity Method Investment, Ownership Percentage | 4.68% |
Jeff Toghraie [Member] | |
Business Acquisition [Line Items] | |
Equity Method Investment, Ownership Percentage | 22.33% |
Concentrations (Details)
Concentrations (Details) - Revenue Benchmark [Member] - Product Concentration Risk [Member] | 12 Months Ended | |
May 31, 2023 | May 31, 2022 | |
Shampoos and Conditioners [Member] | ||
Concentration Risk [Line Items] | ||
Total | 77% | 84% |
Ancillary Products [Member] | ||
Concentration Risk [Line Items] | ||
Total | 23% | 16% |
Product [Member] | ||
Concentration Risk [Line Items] | ||
Total | 100% | 100% |
Concentrations (Details 1)
Concentrations (Details 1) - Revenue Benchmark [Member] - Product Concentration Risk [Member] | 12 Months Ended | |
May 31, 2023 | May 31, 2022 | |
Ghost Stryke [Member] | ||
Concentration Risk [Line Items] | ||
Total | 86.70% | |
Trackr Headmuff [Member] | ||
Concentration Risk [Line Items] | ||
Total | 9.10% | |
Other Bluetooth And Ear Buds [Member] | ||
Concentration Risk [Line Items] | ||
Total | 3.90% | |
Accessories Other [Member] | ||
Concentration Risk [Line Items] | ||
Total | 0.30% | |
Product [Member] | ||
Concentration Risk [Line Items] | ||
Total | 100% | 100% |
Concentrations (Details Narrati
Concentrations (Details Narrative) - USD ($) | 12 Months Ended | |
May 31, 2023 | May 31, 2022 | |
Concentration Risk [Line Items] | ||
Cash, FDIC insured amount | $ 250,000 | |
Cash, uninsured amount | $ 4,582,682 | $ 123,731 |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 94% | 31% |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer One [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 61% | 15% |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer Two [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 12% | 16% |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer Three [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 21% | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Axil [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 97.30% | |
Revenue Benchmark [Member] | Geographic Concentration Risk [Member] | Outside The United States [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 25% | 16% |
Revenue Benchmark [Member] | Geographic Concentration Risk [Member] | CANADA | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 20% | 14% |
Revenue Benchmark [Member] | Geographic Concentration Risk [Member] | ITALY | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 5% | 2% |
Revenue Benchmark [Member] | Geographic Concentration Risk [Member] | Axil [Member] | Outside The United States [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 4.50% | |
Revenue Benchmark [Member] | Geographic Concentration Risk [Member] | Axil [Member] | CANADA | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 3.70% | |
Revenue Benchmark [Member] | Product Concentration Risk [Member] | Hair Shampoo [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 15% | 10% |
Revenue Benchmark [Member] | Product Concentration Risk [Member] | Shampoo And Conditioner [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 10% | |
Revenue Benchmark [Member] | Product Concentration Risk [Member] | Bundled Kits [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 7% | |
Revenue Benchmark [Member] | Product Concentration Risk [Member] | Hair Shampoo And Conditioner [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 12% | |
Revenue Benchmark [Member] | Product Concentration Risk [Member] | Introductorykit [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 25% | |
Revenue Benchmark [Member] | Product Concentration Risk [Member] | Axil [Member] | Ear Buds [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 87% | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 8% | 74% |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer One [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 11% | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Two [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 12% | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Three [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 14% | |
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] | ||
Purchased inventories and products | $ 297,833 | $ 343,015 |
Purchases [Member] | Product Concentration Risk [Member] | Vendors [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 95% | |
Purchases [Member] | Product Concentration Risk [Member] | Vendors One [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 61% | 10% |
Purchases [Member] | Product Concentration Risk [Member] | Vendors Two [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 12% | 23% |
Purchases [Member] | Product Concentration Risk [Member] | Vendors Three [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 22% | 34% |
Purchases [Member] | Product Concentration Risk [Member] | Vendor [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 97% |
Business Segment and Geograph_3
Business Segment and Geographic Area Information (Details) - USD ($) | 12 Months Ended | |
May 31, 2023 | May 31, 2022 | |
Segment Reporting Information [Line Items] | ||
Total net sales | $ 23,521,027 | $ 2,336,257 |
Total segment gross profit | 17,710,811 | 1,507,671 |
Selling and Marketing | 11,675,206 | 1,199,305 |
General and Administrative | 4,051,394 | 519,769 |
Consolidated operating income (loss) | 1,984,211 | (211,403) |
Consolidated total assets | 10,169,314 | 893,915 |
Consolidated total payments for property and equipment | 65,650 | |
Consolidated total depreciation and amortization | 95,179 | 7,872 |
Hair Care And Skin Care [Member] | ||
Segment Reporting Information [Line Items] | ||
Total net sales | 1,588,958 | 2,336,257 |
Total segment gross profit | 1,076,834 | 1,507,671 |
Consolidated total assets | 3,785,732 | 893,915 |
Consolidated total payments for property and equipment | ||
Consolidated total depreciation and amortization | 5,675 | 7,872 |
Hearing Enhancement And Protection [Member] | ||
Segment Reporting Information [Line Items] | ||
Total net sales | 21,932,069 | |
Total segment gross profit | 16,633,977 | |
Consolidated total assets | 6,383,582 | |
Consolidated total payments for property and equipment | 65,650 | |
Consolidated total depreciation and amortization | $ 89,504 |
Business Segment and Geograph_4
Business Segment and Geographic Area Information (Details Narrative) | 12 Months Ended |
May 31, 2023 | |
Revenue Benchmark [Member] | Geographic Concentration Risk [Member] | Customers [Member] | |
Revenue, Major Customer [Line Items] | |
Concentration Risk, Percentage | 94% |
Income taxes (Details)
Income taxes (Details) - USD ($) | 12 Months Ended | |
May 31, 2023 | May 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Tax expense (benefit) computed at statutory rate of 21% | $ 431,653 | $ (38,410) |
State tax expense (benefit) blended rate | 297,928 | (15,289) |
Change in federal tax rate estimate for prior years | (46,109) | |
Non-deductible expenses: Stock-based compensation | 6,590 | |
Non deductible expense: Other | 2,082 | |
Non taxable: COVID related grants/loan forgiveness | 10,500 | |
Benefit of tax amortization of intangibles | (49,773) | |
Deferred tax true up | 3,929 | |
Net operating loss benefit | (452,824) | |
Tax expense (benefit) | 230,913 | |
Increase (decrease) in valuation allowance | (101,636) | 101,636 |
Change in deferred tax asset | 101,636 | |
Net income tax (benefit)/expense | $ 230,913 |
Income taxes (Details 1)
Income taxes (Details 1) - USD ($) | May 31, 2023 | May 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryover | $ 452,824 | |
Less: valuation allowance | (452,824) | |
Net deferred tax asset | $ 0 | $ 0 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | May 31, 2023 | May 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Net Operating Loss Carryforward | $ 1,500,000 | |
Deferred tax assets | $ 0 | $ 0 |