Financial Performance - Net sales increased by 14.4% to approximately $6.47 million in the third quarter compared to the prior year period[5] - Gross profit margin decreased to 71.5% in the third quarter from 74.6% in the prior year period[5] - Operating expenses as a percentage of net revenue rose to 73.1% in the third quarter from 70.7% in the prior year period[5] - Reported net income for the third quarter was $781,091, or $0.04 per fully diluted share, compared to $162,048, or $0.01 per share in the prior year[5] - For the nine months ended February 29, 2024, net income was $1,953,618, compared to $1,064,475 for the same period in the prior year[10] - For the nine months ended February 29, 2024, net income increased to $1,953,618 compared to $1,064,475 for the same period in 2023, representing an 83.5% growth[17] - Operating cash flow for the nine months ended February 29, 2024, was $339,323, a significant decrease from $2,319,976 in the prior year[17] - The company reported a net increase in cash of $54,885, bringing the total cash at the end of the period to $4,887,567, compared to $4,180,332 at the end of the previous period[17] - Stock-based compensation for the nine months ended February 29, 2024, was $161,314, slightly up from $155,067 in the same period last year[17] Assets and Liabilities - Total current assets increased to $9.96 million as of February 29, 2024, compared to $7.36 million as of May 31, 2023[7] - Total liabilities increased to $3.93 million as of February 29, 2024, compared to $3.50 million as of May 31, 2023[8] - The company has a total stockholders' equity of $5,859,584 as of February 28, 2023, up from $5,546,814 as of November 30, 2022[15] - Total liabilities assumed in the business combination amounted to $1,408,823[18] Corporate Actions - The company completed the repurchase of 207,748,250 shares of Series A preferred stock, reducing outstanding Series A preferred shares by approximately 83%[5] - The company changed its name to AXIL Brands, Inc. and its stock ticker symbol to "AXIL" as part of a rebranding effort[5] - The company acquired cash of $1,066,414 through business acquisition during the investing activities[17] - The company has recognized significant non-cash investing activities, including $4,007,480 for stock issued for asset purchase agreements[17] Strategic Goals and Challenges - The company aims to expand into new markets and optimize operations for sustainable long-term growth[4] - The company is focused on expanding its market presence in the United States, Canada, the European Union, and Asia with its AXIL® and Reviv3 Procare brands[19] - Management anticipates challenges in achieving net sales growth and integrating the AXIL® brand due to market conditions and competition[20]

Financial Performance - Net sales for the three months ended February 29, 2024, were $6.47 million, a 14.4% increase from $5.66 million in the same period last year[18]. - Net income for the nine months ended February 29, 2024, was $1.95 million, a significant increase from $1.06 million for the same period in 2023, reflecting an 83.3% growth[18]. - Net income for the three months ended February 29, 2024, was $781,091, compared to $162,048 for the same period in 2023, representing a year-over-year increase of approximately 382%[73]. - For the nine months ended February 29, 2024, net sales increased by $4,371,471 or 26.3% to $20,997,289 compared to $16,625,818 for the same period in 2023, driven by increased marketing spend and stronger sales channels[162]. - Gross profit for the nine months ended February 29, 2024 was $15,529,831, up from $12,540,173 in the prior year, reflecting a significant increase in sales[161]. Assets and Liabilities - Total assets increased to $12.71 million as of February 29, 2024, up from $10.17 million on May 31, 2023, representing a growth of 25.1%[15]. - Total stockholders' equity rose to $8.79 million as of February 29, 2024, compared to $6.67 million on May 31, 2023, marking a 31.7% increase[16]. - Total liabilities increased to $3.93 million as of February 29, 2024, from $3.50 million on May 31, 2023, an increase of 12.4%[16]. - As of February 29, 2024, the company reported an accumulated deficit of $1,513,374, highlighting ongoing financial challenges despite recent profitability[31]. Cash Flow and Operating Activities - Cash provided by operating activities decreased significantly to $339,323 from $2,319,976 year-over-year, indicating a decline of about 85.3%[25]. - Cash and cash equivalents at the end of the period increased to $4,887,567 from $4,180,332, reflecting a net increase of $54,885[25]. - The company expects to generate sufficient cash flow from operations to meet its working capital requirements for at least one year from the date of the financial statements[31]. Expenses - Operating expenses for the three months ended February 29, 2024, were $4.73 million, up from $4.00 million in the same period last year, indicating an 18.2% increase[18]. - Operating expenses increased by $3,056,852 or 27.4%, totaling $14,196,041 for the nine months ended February 29, 2024, with operating expenses as a percentage of net sales at 67.6% compared to 67.0% in the prior year[165]. - Depreciation and amortization expenses increased to $83,634 from $66,944, reflecting a rise of approximately 25%[25]. Inventory and Receivables - Accounts receivable increased to $719,504 as of February 29, 2024, from $417,016 on May 31, 2023, representing a 72.5% rise[15]. - Inventory levels rose to $3.44 million as of February 29, 2024, compared to $1.31 million on May 31, 2023, reflecting a 162.5% increase[15]. - Inventory net as of February 29, 2024, was $3,443,293, representing a significant increase of 162.3% from $1,311,864 on May 31, 2023[80]. Stock and Equity - The company completed a reverse stock split at a ratio of 1-for-20 effective January 16, 2024, aimed at improving its stock price and market perception[29]. - The Company issued 250,000,000 shares of non-voting Series A Preferred Stock valued at $3,100,000 during the fiscal year ended May 31, 2023[91]. - As of February 29, 2024, 5,878,939 shares of common stock were issued and outstanding[95]. Legal and Compliance - The company settled a legal dispute with Jacksonfill, LLC for $125,000, resulting in a gain on settlement of $79,182 recorded in fiscal year 2024 other income[120]. - The company does not expect ongoing legal proceedings to have a material adverse effect on its financial condition or cash flows[194]. - The internal control over financial reporting was also assessed as ineffective as of February 29, 2024, based on established criteria[190]. Business Operations and Strategy - The acquisition of Axil & Associated Brands in June 2022 is anticipated to continue generating cash for operational needs, including debt payments[32]. - The company is utilizing Axil & Associated Brands' assets to expand into the hearing enhancement business through a newly incorporated subsidiary[128]. - Direct-to-consumer sales accounted for 88.4% of AXIL's sales during the three months ended February 29, 2024[137].

Financial Performance - Net sales for the three months ended November 30, 2023, were $8,421,677, a 25.1% increase compared to $6,731,999 for the same period in 2022[18]. - Gross profit for the six months ended November 30, 2023, was $10,905,505, up 31.1% from $8,321,688 in the same period of 2022[18]. - Net income for the three months ended November 30, 2023, was $1,018,075, a 39.9% increase from $726,900 in the same period in 2022[18]. - The company reported a net income of $1,172,527 for the six months ended November 30, 2023, compared to $902,427 for the same period in 2022, reflecting a 30% increase[18]. - Consolidated operating income for the six months ended November 30, 2023, was $1,437,669, representing a 21% increase from $1,184,396 in the same period of 2022[135]. - Net income for the six months ended November 30, 2023, was $1,172,527, an increase of $270,100 compared to $902,427 in the same period in 2022[162]. - Net income for the three months ended November 30, 2023, was $1,018,075, an increase of $291,175 or 40.1% compared to $726,900 for the same period in 2022[168]. Assets and Liabilities - Total assets increased to $13,126,009 as of November 30, 2023, up from $10,169,314 as of May 31, 2023, representing a growth of 29.5%[15][16]. - Total current liabilities rose to $4,476,884 as of November 30, 2023, compared to $2,854,661 as of May 31, 2023, indicating a 57% increase[15]. - Total stockholders' equity increased to $7,946,701 as of November 30, 2023, from $6,671,959 as of May 31, 2023, representing a growth of 19.1%[16]. - The company’s accumulated deficit decreased to $(2,294,465) as of November 30, 2023, from $(3,466,992) as of May 31, 2023, indicating an improvement in financial health[19]. - As of November 30, 2023, contract liabilities amounted to $1,608,183, an increase from $1,433,048 as of May 31, 2023[43]. Cash Flow - Cash and cash equivalents increased to $5,962,431 as of November 30, 2023, from $4,832,682 as of May 31, 2023, marking a growth of 23.4%[15]. - Cash provided by operating activities for the six months ended November 30, 2023, was $1,252,113, down from $2,196,195 in the prior year[25]. - Total cash at the end of the period was $5,962,431, compared to $4,018,170 at the end of the same period in 2022, indicating a 48.5% increase[25]. - Net cash flows used in investing activities for the six months ended November 30, 2023, was $70,845 due to the purchase of property and equipment for the AXIL business[172]. - Net cash flows used in financing activities for the six months ended November 30, 2023, was $51,519, primarily for repayment of equipment financing and note payable[173]. Expenses - Marketing and selling expenses for the three months ended November 30, 2023, were $3,672,780, up 18.5% from $3,098,898 in the same period of 2022[18]. - Operating expenses for the six months ended November 30, 2023, were $9,467,836, an increase of $2,330,544 or 32.7% year-over-year, primarily due to increased marketing and advertising expenses[159]. - Operating expenses for the three months ended November 30, 2023, were $4,994,027, a 14.0% increase compared to the same period in 2022[165]. Acquisitions and Business Development - The company acquired AXIL's hearing protection and ear bud business for a total consideration of $4,007,480, with goodwill of $2,152,215 recognized[118]. - The acquisition of AXIL's business is expected to generate sufficient cash for operational needs for at least one year[28]. - The company has focused on growing existing products and introducing new products to increase revenues[28]. Stock and Shareholder Information - The company plans to increase authorized shares under its Plan by an additional 15,000,000 shares, totaling 25,000,000 shares available[141]. - A potential reverse stock split is being considered, with a range of one-for-three to one-for-twenty-five shares[142]. - The company issued 250,000,000 shares of non-voting Series A Preferred Stock valued at $3,100,000 during the fiscal year ended May 31, 2023[87]. - As of November 30, 2023, the company had 117,076,949 shares of common stock issued and outstanding[91]. Legal and Compliance - The company settled a legal dispute with Jacksonfill, LLC for $125,000, resulting in a gain on settlement of $79,182 recorded in the current quarter[112]. - The Chief Executive Officer and Chief Financial Officer provided certifications pursuant to the Sarbanes-Oxley Act of 2002, ensuring the accuracy of the financial statements[31.1][31.2]. - The company is committed to compliance with the Securities Exchange Act of 1934, as evidenced by the signatures of the CEO and CFO on the report[200]. Future Outlook - Management expects to earn net income and positive cash flows from operations during the fiscal year ending May 31, 2024[28]. - The company is seeking to list its shares on the NYSE American Stock Exchange, although no assurance can be given regarding acceptance[151]. - Management believes that existing cash and anticipated cash flow will be sufficient to meet working capital requirements for at least one year[169].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to _____________ Commission File Number: 000-56351 Reviv3 Procare Company (Exact Name of Registrant as Specified in Its Charter) | Delaware | 47-4125218 | | ...

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED MAY 31, 2023 OR UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number: 000-56351 REVIV3 PROCARE COMPANY (Exact name of registrant as specified in its charter) Delaware 47-4125218 (State or other jurisdiction of incorporati ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | Title of each class | Trading symbol(s) | Name of each exchange on which registered | | --- | --- | --- | | None | N/A | N/A | For the transition period from _____________ to _____________ Commissi ...

FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 For the transition period from _____________ to _____________ Commission File Number: 000-56351 Reviv3 Procare Company (Exact Name of Registrant as Specified in Its Charter) | Delaware | 47-4125218 | ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED MAY 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number: 000-56351 REVIV3 PROCARE COMPANY (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED MAY 31, 2021 Commission file number: 333-220846 REVIV3 PROCARE COMPANY (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) Delaware 47-4125218 9480 Telstar Avenue, Unit 5, El Monte, CA 91731 (Address of Principal ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED MAY 31, 2020 Commission file number: 333-220846 REVIV3 PROCARE COMPANY (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) Delaware 47-4125218 9480 Telstar Avenue, Unit 5, El Monte, CA 91731 (Address of Principal ...