Exhibit 99.3

REVIV3 PROCARE

PRO-FORMA FINANCIAL STATEMENTS

REVIV3 PROCARE

CONTENTS

PAGE	1	UNAUDITED PRO-FORMA CONDENSED COMBINED BALANCE SHEET
PAGE	2	UNAUDITED PRO-FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
PAGE	4	Notes to Unaudited Pro Forma Condensed Combined Financial Information

REVIV3 PROCARE

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

	Reviv3 As Of May 31, 2022			Axil As Of March 31, 2022			Combined Historical				Proforma Adjustments			Combined Pro Forma
CURRENT ASSETS
Cash and cash equivalents	$	373,731		$	2,198,924		$	2,572,655			$	—		$	2,572,655
Accounts receivables		86,765			185,762			272,527							272,527
Inventory		374,895			941,295			1,316,190							1,316,190
Other current assets		—			376,345			376,345							376,345
TOTAL CURRENT ASSETS		835,391			3,702,326			4,537,717							4,537,717
Property, plant and equipment		29,145			15,675			44,820							44,820
Other assets		100,860			13,750			114,610							114,610
Investments		—			—			—		#1		4,007,480
										#2		(4,007,480	)		—
Goodwill and other intangible assets		—			—			—		#2		2,352,388			2,352,388
TOTAL ASSETS	$	965,396		$	3,731,751		$	4,697,147			$	2,352,388		$	7,049,535
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	458,264		$	733,712		$	1,191,976			$	—		$	1,191,976
Payable to related party		25,452			—			25,452							25,452
Note payable		159,600			21,819			181,419							181,419
Other liabilities		63,688			1,185,734			1,249,422							1,249,422
TOTAL CURRENT LIABILITIES		707,004			1,941,265			2,648,269				—			2,648,269
Note payable		2,200			135,394			137,594				—			137,594
TOTAL LIABILITIES		709,204			2,076,659			2,785,863				—			2,785,863
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock		4,195			59,525			63,720		#1		7,318
										#2		(59,525	)		11,513
Preferred stock		—			—			—		#1		25,000			25,000
Additional paid in capital		5,450,117			5,354,534			10,804,651		#1		3,975,162
										#2		(5,354,534	)		9,425,279
Accumulated deficit		(5,198,120	)		(3,758,967	)		(8,957,087	)	#2		3,758,967			(5,198,120	)
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)		256,192			1,655,092			1,911,284				2,352,388			4,263,672
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	965,396		$	3,731,751		$	4,697,147			$	2,352,388		$	7,049,535
#1    Investment		4,007,480
Common stock					7,318
Preferred stock					25,000
APIC					3,975,162
(to record the common and preferred stock issued for acquisition)
#2    Common stock		59,525
APIC		5,354,534
Goodwill & other intangible assets		2,352,388
Accumulated deficit					3,758,967
Investment					4,007,480

(See Note 3 adjustment (2) in the unaudited proforma footnotes)

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REVIV3 PROCARE

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

	Reviv3 For The Year Ended May 31,			Axil For The Year Ended March 31,			Combined				Proforma
	2022			2022			Historical				Adjustments		Pro Forma
Revenue, net	$	2,336,257		$	16,020,605		$	18,356,862			$	—	$	18,356,862
Cost of sales		757,104			4,876,554			5,633,658						5,633,658
Gross profit		1,579,153			11,144,051			12,723,204						12,723,204
Marketing and selling expenses		1,199,305			8,509,616			9,708,921						9,708,921
Compensation and related taxes		15,129			2,118,938			2,134,067						2,134,067
Professional and consulting expenses		232,774			2,822,624			3,055,398						3,055,398
General and administrative		249,899			855,678			1,105,577						1,105,577
Total operating expenses		1,697,107			14,306,856			16,003,963						16,003,963
Loss from operations		(117,954	)		(3,162,805	)		(3,280,759	)					(3,280,759	)
Other income (expense), net		28,499			133,389			161,888						161,888
Loss before income tax provision		(89,455	)		(3,029,416	)		(3,118,871	)					(3,118,871	)
Income tax provision		—			—			—						—
Net loss		(89,455	)		(3,029,416	)		(3,118,871	)					(3,118,871	)
Earnings per share:
Basic	$	(0.002	)	$	(0.054	)	$	(0.03	)		$	—	$	(0.03	)
Diluted	$	(0.002	)	$	(0.054	)	$	(0.03	)		$	—	$	(0.03	)
Weighted average number of shares outstanding:
Basic		41,945,881			56,082,794			98,028,675		#3		17,101,099		115,129,774
Diluted		41,945,881			56,082,794			98,028,675		#3		17,101,099		115,129,774

(See Note 3 adjustment (3) in the unaudited proforma footnotes)

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REVIV3

Notes to Unaudited Pro Forma Condensed Combined Financial Information

(Unaudited)

Note 1 — Basis of presentation

The unaudited pro forma condensed combined financial statements are based on Reviv3 Procare Company and Axil & Associated Brands Corp.’s unaudited historical consolidated financial statements as adjusted to give effect to the Asset Purchase Agreement. The unaudited pro forma combined statements of operations for the twelve months ended May 31, 2022 for Reviv3 Procare Company and twelve months ended March 31, 2022 for Axil & Associated Brands Corp., give effect to the Asset Purchase Agreement as if it had occurred on June 1, 2021. The unaudited pro forma combined balance sheets as of May 31, 2022 for Reviv3 Procare Company and as of March 31, 2022 for Axil & Associated Brands Corp. give effect to the Asset Purchase Agreement as if it had occurred on May 31, 2022.

Note 2 — Preliminary purchase price allocation

On June 16, 2022, Reviv3 Procare Company (the “Company”) and its wholly owned subsidiary Reviv3 Acquisition Corporation (the “Acquisition Sub”) completed the previously announced acquisition of both (i) the hearing protection business of Axil & Associated Brands Corp., a Delaware corporation (“Axil”), consisting of ear plugs and ear muffs, and (ii) Axil’s ear bud business (collectively the “Acquisition”) pursuant to the Asset Purchase Agreement, dated May 1, 2022, as amended on June 15, 2022 (the “Purchase Agreement”), by and among the Company, the Acquisition Sub, Axil and certain stockholders of Axil. The Acquisition was of substantially all of the business operations of Axil but did not include Axil’s hearing aid line of business, which Axil continues to operate.

The Acquisition purchase price consisted of (a) 73,183,893 shares of the Company’s common stock (the “Common Shares”), which Axil gave officers of the Company a proxy to vote on all matters that may be subject to stockholder approval for a period of two years following the closing of the Acquisition (the “Closing”), and (b) 250,000,000 shares of its non-voting Series A Preferred Stock (the “Preferred Shares”), which are convertible into shares of Company common stock on a one-to-one ratio after two years from the issuance date subject to beneficial owner limitations. 

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REVIV3

Notes to Unaudited Pro Forma Condensed Combined Financial Information

(Unaudited)

Note 3 — Pro forma adjustments

The pro forma adjustments are based on our preliminary estimates of the fair value of the purchase price and assets acquired and liabilities assumed and other assumptions that are subject to change upon completion of valuations. The following adjustments have been reflected in the unaudited pro forma condensed combined financial information:

Adjustments to the unaudited pro forma condensed combined balance sheet and unaudited pro forma condensed combined statement of operations

(1) Reflects the Shares of common stock and preferred stock of the Company, issued pursuant to the Asset Purchase Agreement.

(2) Reflects adjustment to the step up in basis of assets acquired and the elimination of the investment and initial Axil equity in consolidation.

(3) Reflects adjustment to common stock quantity to equal 41,945,881 outstanding at May 31, 2022 plus 73,183,893 shares issued to sellers.

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