RVIV Reviv3 Procare Company (QB)

 

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): January 4, 2024

 

 

REVIV3 PROCARE COMPANY

(Exact name of registrant as specified in its charter)

 

 

Delaware		001-38112		43-1985966
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

901 Fremont Avenue, Unit 158, Alhambra, CA				91803
(Address of principal executive offices)				(Zip Code)

 

Registrant’s telephone number, including area code: (888) 638-8883

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

	☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company  ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

Item 2.02

Results of Operations and Financial Condition.

 

On January 4, 2024, Reviv3 Procare Company (the “Company”) issued a press release announcing its consolidated financial results for the three months ended November 30, 2023. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Pursuant to the rules and regulations of the Securities and Exchange Commission, such exhibit and the information set forth therein and in this Item 2.02 have been furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under that section nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing regardless of any general incorporation language.

 

Item 9.01

Financial Statements and Exhibits.

 

(d)       Exhibits

 

Exhibit No.		Description
99.1		Earnings Press Release of Reviv3 Procare Company, dated January 4, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

SIGNATURES

 

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

 

	REVIV3 PROCARE COMPANY
Date: January 4, 2024	/s/ Jeff Toghraie
	Name:	Jeff Toghraie
	Title:	Chief Executive Officer

REVIV3 Procare Company Reports Record Second Quarter Fiscal Year 2024 Financial Results

• Net Sales (revenue) increased 25.1% to a record $8.4 million for the second quarter ended November 30, 2023, as compared to the prior year period.
• Gross Profit (as a percentage of Net Sales) was 74.3% as compared to 74.9% for the prior year period.
• Operating expenses as a percentage of Net Sales was 59.3% as compared to 60.2% for the prior year period.
• Net Income increased 40.1% to a record $1,018,075 as compared to $726,900 for the prior year period.

LOS ANGELES, January 4, 2024 (GLOBE NEWSWIRE) -- Reviv3 Procare Company (“Reviv3,” “we,” “us,” “our,” or the “Company”) (OTCQB: RVIV), an emerging global consumer products company for AXIL® hearing protection and enhancement products and Reviv3® hair and skin care products, today announced financial and operational results for the second quarter ended November 30, 2023.

 

“We delivered another strong quarter, growing our net sales by approximately twenty-five percent and net income by approximately forty percent as compared to the second quarter of fiscal 2022. This quarter marks our sixth consecutive profitable quarter, which we believe is reflective of our continued focus on profitability while maintaining aggressive growth through market expansion and product innovation,” remarked Jeff Toghraie, CEO.

 

Financial Tables

 

REVIV3 PROCARE COMPANY AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS 

		November 30, 2023				May 31, 2023
			(Unaudited)
ASSETS
CURRENT ASSETS:
Cash		$	5,962,431			$	4,832,682
Accounts receivable, net			953,315				417,016
Inventory, net			2,352,215				1,311,864
Prepaid expenses and other current assets			1,068,767				801,360
Total Current Assets			10,336,728				7,362,922
OTHER ASSETS:
Property and equipment, net			211,036				157,463
Intangible assets, net			343,924				382,674
Right of use asset			69,911				101,845
Other assets			12,195				12,195
Goodwill			2,152,215				2,152,215
Total Other Assets			2,789,281				2,806,392
TOTAL ASSETS		$	13,126,009			$	10,169,314
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable		$	1,922,159			$	908,606
Customer deposits			100,889				183,688
Equipment payable, current			550				2,200
Contract liabilities, current			1,050,420				827,106
Notes payable, current			3,270				172,588
Due to related party			132,860				158,072
Lease liability, current			71,374				65,824
Income tax liability			661,295				230,913
Other current liabilities			534,067				305,664
Total Current Liabilities			4,476,884				2,854,661
LONG TERM LIABILITIES:
Notes payable, long term			144,661				—
Lease liability, long term			—				36,752
Contract liabilities, long term			557,763				605,942
Total Long Term Liabilities			702,424				642,694
Total Liabilities			5,179,308				3,497,355
Commitments and contingencies (see Note 11)			—				—
STOCKHOLDERS’ EQUITY:
Preferred stock, $0.0001 par value; 300,000,000 shares authorized; 250,000,000 shares issued and outstanding as of November 30, 2023 and May 31, 2023, respectively			25,000				25,000
Common stock, $0.0001 par value: 450,000,000 shares authorized; 117,076,949 shares issued, and outstanding as of November 30, 2023 and May 31, 2023			11,708				11,708
Additional paid-in capital			10,204,458				10,102,243
Accumulated deficit			(2,294,465	)			(3,466,992	)
Total Stockholders’ Equity			7,946,701				6,671,959
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$	13,126,009			$	10,169,314

 

 

 

REVIV3 PROCARE COMPANY AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

 

		For the Three Months Ended								For the Six Months Ended
		November 30,								November 30,
		2023				2022				2023				2022
Sales, net		$	8,421,677			$	6,731,999			$	14,527,946			$	10,969,357
Cost of sales			2,163,738				1,692,965				3,622,441				2,647,669
Gross profit			6,257,939				5,039,034				10,905,505				8,321,688
OPERATING EXPENSES:
Marketing and selling expenses			3,672,780				3,098,898				6,879,621				5,076,874
Compensation and related taxes			204,646				509,339				484,635				790,027
Professional and consulting expenses			491,328				213,205				918,103				679,655
General and administrative			625,273				232,597				1,185,477				590,736
Total Operating Expenses			4,994,027				4,054,039				9,467,836				7,137,292
INCOME FROM OPERATIONS			1,263,912				984,995				1,437,669				1,184,396
OTHER INCOME (EXPENSE):
Gain on settlement			79,182				—				79,182				50,500
Other income			3,189				—				13,024				—
Interest income			37,825				4,704				76,318				6,541
Interest expense and other finance charges			(1,640	)			(1,755	)			(3,284	)			(3,213	)
Other Income (Expense), Net			118,556				2,949				165,240				53,828
INCOME BEFORE PROVISION FOR INCOME TAXES			1,382,468				987,944				1,602,909				1,238,224
Provision for income taxes			364,393				261,044				430,382				335,797
NET INCOME		$	1,018,075			$	726,900			$	1,172,527			$	902,427
NET INCOME PER COMMON SHARE:
Basic		$	0.01			$	0.01			$	0.01			$	0.01
Diluted		$	0.00			$	0.00			$	0.00			$	0.00
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic			117,076,949				115,226,893				117,076,949				108,779,476
Diluted			372,451,949				368,993,486				372,451,949				341,429,203

 

 

 

REVIV3 PROCARE COMPANY AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE THREE AND SIX MONTHS ENDED NOVEMBER 30, 2023 AND 2022

(UNAUDITED)

 

For the six months ended November 30, 2023
										Common Stock								Additional								Total
		Preferred Stock								Issued								Paid-in				Accumulated				Stockholders’
		Shares				Amount				Shares				Amount				Capital				Deficit				Equity
Balance, May 31, 2023			250,000,000			$	25,000				117,076,949			$	11,708			$	10,102,243			$	(3,466,992	)		$	6,671,959
Stock options expense			—				—				—				—				102,215				—				102,215
Net income for the six months ended November 30, 2023			—				—				—				—				—				1,172,527				1,172,527
Balance, November 30, 2023			250,000,000			$	25,000				117,076,949			$	11,708			$	10,204,458			$	(2,294,465	)		$	7,946,701

 

 

For the three months ended November 30, 2023 

										Common Stock								Additional								Total
		Preferred Stock								Issued								Paid-in				Accumulated				Stockholders’
		Shares				Amount				Shares				Amount				Capital				Deficit				Equity
Balance, August 31, 2023			250,000,000			$	25,000				117,076,949			$	11,708			$	10,153,350			$	(3,312,540	)		$	6,877,518
Stock options expense			—				—				—				—				51,108				—				51,108
Net income for the three months ended November 30, 2023			—				—				—				—				—				1,018,075				1,018,075
Balance, November 30, 2023			250,000,000			$	25,000				117,076,949			$	11,708			$	10,204,458			$	(2,294,465	)		$	7,946,701

 

 

For the six months ended November 30, 2022

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

 

 

For the three months ended November 30, 2022

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

 

 

REVIV3 PROCARE COMPANY AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

		For the Six Months Ended
		November 30,
		2023				2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net income		$	1,172,527			$	902,427
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			56,022				43,015
Bad debts			64,327				105,975
Deposit used in rent							8,385
Stock based compensation			102,215				124,145
Gain on settlement			(79,182	)			(50,500	)
Amortization of prepaid expense			—				3,159
Change in operating assets and liabilities:
Accounts receivable			(600,626	)			(563,594	)
Inventory			(1,040,351	)			(447,830	)
Prepaid expenses and other current assets			(267,407	)			(243,010	)
Deposits			—				(12,195	)
Accounts payable and accrued expenses			1,092,735				651,365
Other current liabilities			576,718				1,327,096
Contract liabilities			175,135				347,757
NET CASH PROVIDED BY OPERATING ACTIVITIES			1,252,113				2,196,195
CASH FLOWS FROM INVESTING ACTIVITIES
Cash acquired on business acquisition			—				1,066,414
Purchase of property and equipment			(70,845	)			(54,400	)
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES			(70,845	)			1,012,014
CASH FLOWS FROM FINANCING ACTIVITIES
Cash raised for common stock to be issued			—				328,050
Repayment of equipment financing			(1,650	)			(1,750	)
Repayment of note payable			(24,657	)			(1,462	)
Advances (payments) from a related party			(25,212	)			111,392
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES			(51,519	)			436,230
NET INCREASE IN CASH			1,129,749				3,644,439
CASH - Beginning of period			4,832,682				373,731
CASH - End of period		$	5,962,431			$	4,018,170
			—
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest		$	3,284			$	250
Income taxes		$	—			$	—
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Stock issued for asset purchase agreement		$	—			$	4,007,480
Tangible assets (excluding cash) acquired in business combination		$	—			$	1,740,729
Intangible assets acquired in business combination		$	—			$	456,945
Goodwill acquired in business combination		$	—			$	2,152,215
Liabilities assumed in business combination		$	—			$	1,408,823

 

About Reviv3

 

Reviv3 Procare Company (OTCQB: RVIV) is an emerging global e-commerce consumer products company. The Company is a manufacturer and marketer of premium hearing enhancement and protection products, including ear plugs, earmuffs, and ear buds, under the AXIL® brand and premium hair and skincare products under its in-house Reviv3 Procare brand - selling products in the United States, Canada, the European Union and throughout Asia. To learn more, please visit the Company’s website at www.reviv3.com and, for the AXIL® brand, visit www.goaxil.com.

 

Forward-Looking Statements

 

This press release contains a number of forward-looking statements within the meaning of the federal securities laws. The use of words such as ”believe,” “focus,” and “growth,” among others, generally identify forward-looking statements. These forward-looking statements are based on currently available information, and management’s beliefs, projections, and current expectations, and are subject to a number of significant risks and uncertainties, many of which are beyond management’s control and may cause Reviv3’s results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. Factors that could cause actual results to differ materially from those in the forward-looking statements include, among other things: (i) Reviv3’s ability to grow net sales as anticipated and perform in accordance with guidance; (ii) Reviv3’s ability to generate sufficient revenue to support Reviv3’s operations and to raise additional funds or obtain other forms of financing as needed on acceptable terms, or at all; (iii) potential difficulties or delays Reviv3 may experience in implementing its cost savings and efficiency initiatives, including continued integration of the AXIL® brand; (iv) Reviv3’s ability to compete effectively with other hair and skincare companies and hearing enhancement and protection companies; (v) the concentration of Reviv3’s customers, potentially increasing the negative impact to Reviv3 by changing purchasing or selling patterns; (vi) changes in laws or regulations in the United States and/or in other major markets, such as China, in which Reviv3 operates, including, without limitation, with respect to taxes, tariffs, trade policies or product safety, which may increase Reviv3’s product costs and other costs of doing business, and reduce Reviv3’s earnings; and (vii) the impact of unstable market and general economic conditions on Reviv3’s business, financial condition and stock price, including inflationary cost pressures, decreased discretionary consumer spending, supply chain disruptions and constraints, labor shortages, ongoing economic disruption, including the effects of the Ukraine-Russia conflict, the Israel-Hamas conflict and the ongoing impact of worldwide pandemics and other downturns in the business cycle or the economy. There can be no assurance as to any of these matters, and potential investors are urged to consider these factors carefully in evaluating the forward-looking statements. Other important factors that may cause actual results to differ materially from those expressed in the forward-looking statements are discussed in the Company’s filings with the Securities and Exchange Commission. These forward-looking statements speak only as of the date hereof. Except as required by law, Reviv3 does not assume any obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.

 

 

Investor Relations:

Reviv3 Investor Relations Team

(888) 638-8883

investors@reviv3.com

 

 

 

 

v3.23.4

Cover	Jan. 04, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 04, 2024
Entity File Number	001-38112
Entity Registrant Name	REVIV3 PROCARE COMPANY
Entity Central Index Key	0001718500
Entity Tax Identification Number	43-1985966
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	901 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
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false

---