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 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, 2025

 OR

 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: 001-41958

 AXIL BRANDS, INC.

 (Exact name of registrant as specified in its charter)

 Delaware

 47-4125218

 (State or other jurisdiction of incorporation or organization)

 (I.R.S. Employer Identification No.)

 9150 Wilshire Boulevard, Suite 245, Beverly Hills, California

 90212
 (Zip Code)

 (Address of Principal Executive Offices)

 ( 888) 638-8883

 (Registrant's telephone number including
area code)

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

 Title of each class

 Trading symbol(s)

 Name of each exchange on which registered

 Common Stock, $0.0001 par value per share

 AXIL

 The NYSE American LLC

 Securities registered pursuant to section 12(g) of
the Act: None

 Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act.

 YES No

 Indicate by check mark if the registrant is not required
to file reports pursuant to Section 13 or Section 15(d) of the Act:

 YES No

 Indicate by check mark whether the registrant (1)
has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes
NO

 Indicate by check mark whether the registrant has
submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of
this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes
NO

 Indicate by check mark whether the registrant is
a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and
"emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated Filer

 Smaller reporting company

 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.

 Indicate by check mark whether the registrant has
filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting
under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its
audit report.

 If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements.

 Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's
executive officers during the relevant recovery period pursuant to § 240.10D-1(b).

 Indicate by check mark whether the registrant is
a shell company (as defined in Rule 12b-2 of the Act). YES NO

 As of November 29, 2024 the last business day of
the registrant's most recently completed second fiscal quarter, the aggregate market value of the voting and non-voting common
equity held by non-affiliates was $ 16,457,496. For purposes of this computation, all officers, directors and 10% beneficial owners of
the registrant are deemed to be affiliates. Such determination should not be deemed to be an admission that such officers, directors
or 10% beneficial owners are, in fact, affiliates of the registrant.

 Indicate the number of shares outstanding of each
of the registrant's classes of common stock, as of the latest practicable date.

 Shares Outstanding

 Title of Class

 August 18, 2025

 Common Stock

 6,657,717

 Documents incorporated by reference: None

 Cautionary Note Regarding Forward-Looking Information

 ITEM 1. BUSINESS.

 ITEM 1A. RISK FACTORS.

 ITEM 1B. UNRESOLVED STAFF COMMENTS.

 ITEM 1C. CYBERSECURITY.

 ITEM 2. PROPERTIES.

 ITEM 3. LEGAL PROCEEDINGS.

 ITEM 4. MINE SAFETY DISCLOSURES.

 ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
 AND ISSUER PURCHASES OF EQUITY SECURITIES.

 ITEM 6. [RESERVED]

 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
 RESULTS OF OPERATIONS.

 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
 DISCLOSURE.

 ITEM 9A. CONTROLS AND PROCEDURES.

 ITEM 9B. OTHER INFORMATION.

 ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

 ITEM 11. EXECUTIVE COMPENSATION.

 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
 STOCKHOLDER MATTERS.

 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

 ITEM 16. FORM 10-K SUMMARY

 SIGNATURES

 i

 Cautionary Note Regarding Forward-Looking Information

 This Annual Report on Form 10-K, in particular Part
II Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations," contains certain
"forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities
Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These forward-looking
statements represent our expectations, beliefs, intentions or strategies concerning future events, including, but not limited to, any
statements regarding our assumptions about financial performance; the continuation of historical trends; the sufficiency of our cash
balances for future liquidity and capital resource needs; the expected impact of changes in accounting policies on our results of operations,
financial condition or cash flows; anticipated problems and our plans for future operations, including expected growth; the economy in
general or the future of the beauty and hair care industry and the hearing protection and ear bud business, all of which are subject
to various risks and uncertainties.

 There are a number of factors that could cause our
actual results to differ from those indicated in the forward-looking statements, many of which are outside of our control. They include:
the impact of unstable market and general economic conditions on our business, financial condition and stock price, including inflationary
cost pressures, increased tariffs and other trade restrictions and barriers, interest rate changes, decreased discretionary consumer
spending, supply chain disruptions and constraints, labor shortages, ongoing economic disruption, the possibility of an economic recession
and other macroeconomic factors, geopolitical events and uncertainty, including the effects of the Ukraine-Russia conflict, and conflict
in the Middle East; and other downturns in the business cycle or the economy; our financial performance and liquidity, including our
ability to successfully generate sufficient revenue to support our operations; our expectations regarding our financing arrangements
and our ability to obtain additional capital if and as needed, including potential difficulties of obtaining financing due to market
conditions resulting from geopolitical conditions and other economic factors; risks related to our operations and international markets,
such as fluctuations in currency exchange rates, different regulatory environments, trade barriers and sanctions, exchange controls,
and social and political instability; changes in the regulatory environment in which we operate, including environmental, health and
safety regulations, including those related to sustainability; our ability to protect and defend our intellectual property; continuity
and security of information technology infrastructure and the potential impact of cybersecurity breaches or disruptions to our management
information systems; widespread outages, interruptions or other failures of operational, communication, and other systems; competition;
our ability to retain our management and employees and the potential impact of labor shortages; demands on management resources; availability
and cost of the raw materials we use to manufacture our products, including the impacts of inflationary cost pressures, tariffs, and
ongoing supply chain disruptions and constraints, which have been, and may continue to be, exacerbated by the Russia-Ukraine conflict,
the conflict in the Middle East and other geopolitical conflicts; additional tax expenses or exposures; product liability claims; the
potential outcome of any legal or regulatory proceedings, including ongoing litigation, the disposition of which may have an adverse
effect upon our business, financial condition, or results of operations; our ability to engage in acquisitions, investments, partnerships,
strategic alliances or dispositions when desired; global or regional catastrophic events, including the effects of natural disasters,
which may be worsened by the impact of climate change; effectiveness of our marketing strategy, demand for and market acceptance of our
products, as well as our ability to successfully anticipate consumer trends; and to realize anticipated benefits from our efforts to
expand into new geographic markets and product lines and into offline sales; labor relations; the potential impact of sustainability
matters; implementation of environmental remediation matters; our ability to maintain effective internal control over financial reporting;
and risks related to our common stock, including our ability to maintain our stock exchange listing.

 When used in this Annual Report on Form 10-K and
other reports, statements, and information we have filed with the Securities and Exchange Commission (the "SEC"), in our
press releases, presentations to securities analysts or investors, or in oral statements made by or with the approval of an executive
officer, the words or phrases "believes," "can," "may," "will," "expect,"
"should," "could," "would," "continue," "anticipate," "intend,"
"likely," "estimate," "project," "propose," "plan," "design,"
"potential," "focus" or similar expressions and variations thereof are intended to identify such forward-looking
statements. However, any statements contained in this Annual Report on Form 10-K that are not statements of historical fact may be deemed
to be forward-looking statements. Furthermore, such forward-looking statements speak only as of the date of this Annual Report on Form
10-K. We caution that these statements by their nature involve risks and uncertainties, certain of which are beyond our control, and
actual results may differ materially depending on a variety of important factors. These forward-looking statements are not guarantees
of our future performance and involve risks, uncertainties, estimates and assumptions that are difficult to predict. We do not assume
the obligation to update any forward-looking statement, except as required by applicable law. You should carefully evaluate such statements
in light of factors described in this annual report.

 ii

 The terms "we," "us," "our,"
"AXIL," and "the Company" refer to AXIL Brands, Inc. and, where applicable, its consolidated subsidiaries.

 This report also contains estimates and other statistical
data obtained from publicly available information, including industry publications, relating to market size and growth and other data
about our industry. Industry publications generally state that they obtain their information from sources that they believe to be reliable,
but they do not guarantee the accuracy and completeness of the information. Similarly, while we believe that the statistical data and
industry data are reliable, we have not independently verified the data. We have not sought the consent of the sources to refer to their
reports appearing or incorporated by reference in this report. We did not commission any third party for collecting or providing data
used in this report.

 iii

 ITEM 1. BUSINESS.

 General

 AXIL is engaged in the manufacturing, marketing,
sale, and distribution of innovative hearing and audio enhancement and protection products, as well as professional-grade hair and
skin care products under various trademarks and brands. Previously, on June 16, 2022, the Company acquired substantially all of the
assets of Axil & Associated Brands Corp. ("A&A"), a leader in hearing and audio enhancement and protection,
which marked our initial entry into the hearing technology market. On February 14, 2024, the Company changed its name from
"Reviv3 Procare Company" to "AXIL Brands, Inc." to better reflect the breadth of our operations. On May 5,
2025, the Company incorporated a new wholly owned subsidiary, Sharper Vision Marketing Inc., which will offer marketing services, in
an effort to capitalize on its internal marketing expertise and convert a historical cost center into a strategic advantage.

 The Company is not, and has never been, a shell company.
AXIL operates on a fiscal year ending May 31.

 Our Segments

 Following the A&A acquisition, we conduct our
business primarily through two operating segments: hearing enhancement and protection, and hair and skin care. See Note 13 to our Consolidated
Financial Statements in this report for financial information for these segments. We concentrate on attracting new customers and retaining
existing customers to increase our total revenue. For the fiscal year ended May 31, 2025, the hearing enhancement and protection segment
and the hair and skin care segment accounted for approximately 94% and 6% of our revenue, respectively. Our newly incorporated subsidiary
established on May 5, 2025, relating to marketing services, did not have any material activity for the year ended May 31, 2025.

 Our Strategy

 The Company's strategy centers on driving growth
by expanding market share within existing channels and developing new ones through both online and traditional platforms. The Company's
primary focus is optimizing its e-commerce strategies, building sales teams to meet the needs of distribution channels, and enhancing
value through strategic partnerships.

 The Company's innovation strategy continues to prioritize technological
improvements in the hearing enhancement and protection sector. The Company is actively evaluating opportunities to expand into adjacent
verticals that leverage its existing consumer-facing capabilities. As part of this strategy, AXIL established a marketing services subsidiary
on May 5, 2025, to internalize a function that has historically represented a significant operating expense. This move is intended to
allow the Company to both optimize its internal marketing efficiency and explore revenue opportunities by offering these services to third-party
clients. AXIL plans to continue to prioritize investments that strengthen its core hearing protection and personal care businesses while
strategically expanding into service-based revenue streams.

 Hearing Enhancement and Protection Segment

 AXIL designs, manufactures, markets, and distributes
advanced hearing enhancement and protection products for a wide range of applications and industries. Our product portfolio includes
earplugs, earmuffs, earbuds, and outdoor speakers, many of which incorporate Bluetooth and wireless audio technologies. These products
serve consumers in sporting goods, tactical, industrial, and recreational markets, as well as military, law enforcement, and federal
agencies.

 We currently offer 25 products across 46 stock keeping
units (SKUs), with plans to expand the line. Product development is guided by consumer preferences and brand alignment, supported by
third-party design services. Sales are primarily direct-to-consumer through our website ( www.goaxil.com), as well as through third-party
e-commerce platforms, dealers, and national retail chains.

 Our key offerings include:

 GS Extreme
 – Bluetooth-enabled earbuds for sound enhancement and hearing protection

 XCOR True
 Wireless – Digital earbuds with touch control

 TRACKR Blu
 – Bluetooth audio earmuffs with advanced sound enhancement and protection

 X-PRO –
 Passive ear protection

 - 1 -

 AXIL holds three active patents, one patent pending,
and six registered trademarks related to this segment. For additional detail, see "Intellectual Property." As the segment
grows, we continue to enter new distribution and licensing agreements across target markets, including construction, aviation, agriculture,
forestry, fitness, power sports, target shooting, motorcycling, and live event environments. We currently operate primarily in the U.S.,
with a growing presence in Canada, Europe, Australia, New Zealand, Asia and Africa.

 The Company is growing the business as it continues
to enter into new distribution and licensing agreements. There is focus on public safety and security markets, as well as entertainment
venues. Sales are primarily driven by paid advertising, the expansion of our distribution network, and strategic partnerships, with continued
growth expected, including in offline sales. The Company continues to expand our marketing footprint in organic social, affiliate, and
search engine optimization. The Company has increased its focus on opportunities in domestic and international distribution and retail
sales and is allocating resources to expand its sales team, based on capital performance and available opportunities.

 Hearing Enhancement and Protection Competition:

 The hearing enhancement and protection products are
in a distinct market that overlaps between the consumer electronics and the hearing protection device sectors. We believe the global
hearing protection devices market is growing due to the greater awareness of hearing loss. According to the Center for Disease Control
and Prevention, 53% of noise-exposed workers report not wearing hearing protection. Demand for innovative products for hearing protection
is rising as consumers seek devices that are both comfortable and offer superior hearing protection.

 The hearing protection and enhancement segment competes
with ISOtunes, Walker's, SureFire, Sordin and others. Many of our competitors in this market have more broadly diversified product
lines, well established supply and distribution systems, loyal customer bases and significant financial, marketing, research and development,
and other resources. We believe our principal competitive advantages include: brand recognition; product technology and innovation; product
quality and safety; price; breadth of product lines; network of technology and content partners; access to third party retailers; sales
channels, distributors, retailers and OEM partners; and patent protection.

 Hair and Skin Care Segment

 AXIL's hair and skin care segment involves
the outsourced manufacturing, marketing, and distribution of professional-grade products under the Reviv3 Procare brand. We currently
offer eight products across sixteen SKUs, with plans to expand the line in response to evolving customer needs. Our manufacturing is
fulfilled through third-party co-packers and partners.

 The product line includes shampoos, conditioners,
scalp treatments, styling aids, and skin health solutions designed to promote healthy hair follicles and scalp function. Products are
formulated to work as a system or individually, and include solutions for cleansing, conditioning, repair, protection, and volume enhancement.

 Sales are driven by a multi-channel strategy including:

 Direct-to-consumer
 via our e-commerce site and third-party platforms

 Domestic
 and international distributors

 Professional
 salon partnerships

 We currently maintain 12 exclusive distribution agreements
across the U.S., Canada, Europe, and Asia, and hold one registered trademark in this segment. In addition to expanding core distribution,
we are actively exploring growth through co-branding, private-label partnerships, and enhanced digital marketing initiatives.

 Hair and Skin Care Competition:

 According to Fortune Business Insights, the global
hair care market is projected to reach approximately $113.9 billion in 2025 to $213.5 billion by 2032, reflecting continued
demand driven by consumer interest in premium, clean, and specialized products. In the United States alone, the hair care market is expected
to reach $17.3 billion in 2025 to $20.6 billion in 2030, according to Mordor Intelligence.

 The hair and skin care segment competes with Keranique,
Zenagen, Revita and others. Many of our competitors in this market have more broadly diversified product lines, well established supply
and distribution systems, loyal customer bases and significant financial, marketing, research and development and other resources. We
believe our principal competitive advantages include product quality, online marketing, and drug-free solutions for healthy scalp and
hair.

 - 2 -

 Key Customers

 For the hearing enhancement and protection segment
which accounted for 94% of consolidated net sales, no customers accounted for more than 10% of our net sales in the fiscal year ended
May 31, 2025. Approximately 80% of our consolidated net sales were direct-to-consumer via Shopify and Amazon for the fiscal year ended
May 31, 2025.

 As is customary in the industry, none of our customers
is under any obligation to continue purchasing products from us in the future.

 Key Suppliers

 Similar to other specialty retailers, we purchase
a significant portion of our total inventory from a limited number of vendors. During fiscal year 2025, two vendors accounted for 90%
of total purchases in our hearing enhancement and protection segment, with one vendor representing 67% and the other 23%. In our hair
and skin care segment, a single vendor accounted for 79% of total purchases and a second vendor accounted for 19% of total purchases.
The loss of any one or more of these key vendors or our failure to establish and maintain relationships with these and other vendors
could have a material adverse effect on our results of operations and financial condition. Our relationships with our vendors allowed
us to maintain a competitive in-stock position.

 Customer Service and Support

 Key elements of our customer service approach are
listening to customers, empathizing with their concerns, responding timely to their requests, and following up with them to make sure
any issues have been properly addressed. In order to ensure that sufficient quality of service is provided, we use a customer service
platform that integrates all of our systems to provide complete and timely data and tracks all support tickets and conversations with
customers. Our customer service manager performs regular monthly reviews of performance metrics and reviews processes.

 Governmental Regulation

 We are subject to a variety of laws, rules and regulations
in numerous jurisdictions within the U.S., Canada, Europe, Australia, New Zealand, and Africa. These laws, rules and regulations cover
several diverse areas including consumer health and safety, and employee health and safety. These U.S. federal, state, and foreign laws
and regulations, which in some cases can be enforced by private parties in addition to government entities, are constantly evolving and
can be subject to significant change. The compliance costs and operational burdens imposed by these laws and regulations could be significant.
As a result of the often rapidly evolving changes, the application, interpretation, and enforcement of these and other laws and regulations
are often uncertain and may be interpreted and applied inconsistently from jurisdiction to jurisdiction and inconsistently with our current
policies and practices. We are committed to conducting our business in accordance with applicable laws, rules and regulations.

 Environmental Matters: We believe that we
are in compliance with applicable foreign, federal, state, and local laws, rules and regulations relating to the protection of the environment,
and that continued compliance will not have any material effect on our capital expenditures, earnings, or competitive position.

 Intellectual Property

 We intend to protect our technology by filing patent
applications for the technologies that we consider important to our business. We also rely on trademarks, trade secrets, copyrights and
unpatented know-how to protect our proprietary rights.

 We recognize the value of our intellectual property
and have taken, and will continue to take, appropriate measures to safeguard it against misappropriation. There can be no assurance,
however, that such actions will provide meaningful protection from competition. In the absence of intellectual property protection, we
may be vulnerable to competitors who attempt to copy or imitate our products or processes.

 While we believe that our patents and other proprietary
rights are important to our business, we also believe that, due to the rapid pace of technological change in the markets we serve, the
successful manufacture and sale of our products also depends upon our engineering, manufacturing, marketing and servicing skills.

 It is our practice to require that all of our employees
and third-party product development consultants assign to us all rights to inventions or other discoveries relating to our business that
were made while working for us. In addition, all employees and third-party product development consultants agree not to disclose any
private or confidential information relating to our technology, trade secrets or intellectual property.

 - 3 -

 At May 31, 2025, we held three active U.S. patents
and had one pending U.S. patent application covering various aspects of our technology. Our U.S. patents expire at various times beginning
in 2035 and extending through 2038. During the fiscal year ended May 31, 2025, no new U.S. patents were issued to us and no U.S. patents
expired.

 We have seven federally registered trademarks for
which we consider to be of material importance to our business. The registrations for these trademarks are in good standing with the U.S.
Patent & Trademark Office. Our trademark registrations must be renewed at various times, and we intend to renew our trademarks, as
necessary, for the foreseeable future.

 In addition, we own reviveprocare.com and www.goaxil.com.
As with phone numbers, we do not have and cannot acquire any property rights to an Internet address. The regulation of domain names in
the United States and in other countries is also subject to change. Regulatory bodies could establish additional top-level domains, appoint
additional domain name registrars or modify the requirements for holding domain names. As a result, we might not be able to maintain
our domain names or obtain comparable domain names, which could harm our business.

 Seasonality

 While our business is not subject to substantial
seasonal fluctuations, we do experience typical variations in consumer demand around certain holidays and promotional periods. These
fluctuations are consistent with industry norms and do not materially impact our overall operating results.

 Human Capital Management

 As of May 31, 2025, we had approximately ten full-time
employees, all of whom were employed in the United States and none employed outside the United States. None of our employees are covered
by collective bargaining agreements or work councils. Our human capital resources objectives include, as applicable, identifying, recruiting,
retaining, incentivizing and integrating our existing and new employees, advisors and consultants. Overall, we consider our employee
relations to be good and believe our culture to be central to the success of the Company.

 Health and Safety: The health and safety
of our employees is of utmost importance to us. We are continuing to enhance our safety program with additional training and internal
risk and hazard assessments. We conduct policy and procedure reviews to ensure compliance with health and safety guidelines and regulatory
requirements. We provide protective gear (e.g., eye protection, masks, and gloves) as required by applicable standards and as appropriate.
Our goal is to achieve a level of work-related injuries as close to zero as possible through continuous investment in our safety program.

 Compensation and Benefits: Our compensation
and benefits program is designed to attract and reward individuals who demonstrate the ability and desire to enhance our workplace culture,
support our values, drive our operational and strategic goals, and create long-term value for our stockholders.

 Our Office and Corporate History

 Our principal executive office is located at 9150
Wilshire Boulevard, Suite 245, Beverly Hills, California 90212. Our telephone number is (888) 638-8883. Axil Brands, Inc. 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.

 Available Information

 We file Annual Reports on Form 10-K, Quarterly Reports
on Form 10-Q, Current Reports on Form 8-K, proxy statements and other information with the Securities and Exchange Commission ("SEC").
Our filings with the SEC are available on the SEC's website at www.sec.gov. We also maintain websites at reviveprocare.com and
www.goaxil.com. We make available, free of charge, in the Investors section of our website, documents we file with or furnish to the
SEC, including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to those
reports. We make this information available as soon as reasonably practicable after we electronically file such materials with, or furnish
such information to, the SEC. The information found on our website is not part of this or any other report we file with, or furnish to,
the SEC. Any reference to our websites in this Form 10-K is intended to be an inactive textual reference only. Copies of such documents
are available in print at no charge to any stockholder who makes a request. Such requests should be made to our corporate secretary at
our corporate headquarters, 9150 Wilshire Boulevard, Suite 245, Beverly Hills, California 90212.

 - 4 -

 ITEM 1A. RISK FACTORS.

 Investing in our securities involves a high degree
of risk. The following are material factors known to us that could adversely affect our business, financial condition, or operating results,
as well as adversely affect the value of an investment in our common stock. If any of the following risks actually occur, our business,
financial condition, operating results, or prospects could be materially and adversely affected. Disclosure of risks should not be interpreted
to imply that the risks have not already materialized, and there may be additional risks that are not presently material or known. You
should carefully consider the risks described below, together with all of the other information contained in this Annual Report on Form
10-K and our other filings with the SEC, before making an investment decision.

 Risks Related to Our Business and Operations

 Our future growth depends on successful execution
of our strategic initiatives and market acceptance of our products. Our ability to grow depends on our ability to execute our growth
strategy, which includes expanding into retail channels and international markets. These initiatives require significant commitments of
management and capital investments and involve operational complexity. Failure to effectively execute our growth strategy could result
in missed opportunities and financial losses, which could have a material adverse effect on our business, financial condition, or results
of operations. In addition, if our existing or new products fail to achieve or maintain market acceptance, we may be unable to remain
competitive and our business, results of operations, and financial condition could be harmed.

 Risks Related to Our Supply Chain and Cost Structure

 We are subject to inflationary pressures and
supply chain risks. Increases in raw material costs, transportation delays, or disruptions in supplier relationships could increase
expenses or limit our ability to deliver products on time. Any inability to source sufficient raw materials for our business in a timely
and cost-effective manner, or at all, could significantly impair our ability to fulfill customer orders and sell our products, which could
negatively impact margins and customer satisfaction.

 Inaccurate forecasting may lead to excess inventory
or stockouts. To ensure adequate inventory supply, we must forecast inventory needs and place orders sufficiently in advance with
our suppliers based on our estimates of future demand for particular products. Our ability to meet customer demand depends on accurate
sales forecasting, which could be affected by many factors, including changes in consumer preferences for our and our competitors'
products. If we overestimate demand, we may carry obsolete or excess inventory, which could result in inventory write-downs or write-offs.
If we underestimate demand, we may miss sales opportunities and have unfulfilled orders, which could negatively impact our customer relationships
and result in lost revenues.

 We rely on a limited number of suppliers for
certain key components and raw materials. Our ability to manufacture and deliver products depends on a small number of third-party
suppliers, some of whom provide proprietary or difficult-to-substitute materials. Any disruption, delay, capacity constraint, or deterioration
in the financial condition of these suppliers could adversely impact our operations. We may not be able to quickly secure alternative
sources for key components and raw materials on commercially reasonable terms, which could lead to production delays, increased costs,
or inability to meet customer demand.

 Risks Related to Legal and Regulatory Matters

 Our business and the products we sell are subject
to complex and evolving regulations. We are required to comply with various laws and regulations at the local, regional, state, federal,
and international levels. These laws and regulations change frequently, and such changes can impose significant costs and other burdens
of compliance on our business. Any changes in regulations, the imposition of additional regulations, or the enactment of any new legislation
that affects employment/labor, trade, product safety, transportation/logistics, energy costs, health care, tax, environmental issues,
including the impact of climate change, or compliance with applicable anti-bribery laws, among other things, could have an adverse impact
on our financial condition and results of operations. In addition, changes in enforcement priorities by governmental agencies charged
with enforcing existing laws and regulations could increase our cost of doing business. Furthermore, our products are regulated by various
U.S. and international authorities. As a result, our products could be subject to recalls and other remedial actions. Product safety,
labeling, and licensing concerns may result in us voluntarily removing selected products from our inventory. Recalls or the voluntary
removal of our products can result in lost sales, potential harm to our reputation, increased customer service costs, and legal expenses.
In addition, changes in labeling, safety, or marketing laws may increase compliance costs or limit our ability to sell certain products.
Non-compliance with any of these laws could result in fines, product recalls, or reputational damage, which could have a material adverse
effect on our business, results of operations, and financial condition.

 - 5 -

 Changes in U.S. and international trade policies,
including tariffs and import rules, could increase our costs and disrupt operations. We source a significant portion of our products
and components from international suppliers, and we sell our products in a number of countries. U.S. and international trade policy is
subject to ongoing changes, including adjustments to tariff rates, enforcement practices, and import rules and regulations. For example
beginning August 29, 2025, all inbound shipments, regardless of value, may be subject to tariffs, duties, and customs processing fees.
These changes could result in higher landed costs for our products, increased administrative burden, and potential supply chain delays.
If we are unable to offset these cost increases or pass them on to customers, our margins and financial results could be materially adversely
impacted.

 We may not be able to maintain effective internal
control over financial reporting. As a public company, we are required to design, implement, and maintain effective internal control
over financial reporting in accordance with the Sarbanes–Oxley Act, including ongoing evaluation, remediation of deficiencies, and
adaptation to changes in our operations, systems, and regulations. We regularly assess risks, monitor controls, and implement enhancements
to help ensure the accuracy and timeliness of our financial reporting; however, we cannot guarantee that our controls will prevent or
detect all errors or noncompliance. Failure to maintain effective controls could result in material misstatements, financial restatements,
regulatory scrutiny, increased costs, and loss of investor confidence.

 Risks Related to Our Capital and Securities

 We may need additional capital, which may not
be available or may dilute existing stockholders. To support our operations or strategic plans, we may need to raise capital through
equity or debt financings. There can be no assurance that such additional funding will be available on terms attractive to us, or at all.
If we cannot secure funding on acceptable terms, or at all, we may be forced to delay growth initiatives, which could have an adverse
effect on our business, financial condition, and results of operations. If additional funding is raised through the issuance of equity
or convertible securities, holders of our common stock could suffer significant dilution, and any new shares we issue could have rights,
preferences, and privileges superior to those of our common stock.

 The issuance of convertible securities may
dilute our common stockholders. We have previously issued Series A Convertible Preferred Stock in connection with acquisitions. Conversions
of these preferred shares into common stock, or the issuance shares in connection with other convertible securities that we may issue
in the future, could significantly dilute common stockholders and negatively affect the market price of our common stock.

 Our common stock price may be volatile and
as a result may not be attractive to investors. Our stock price has been and may continue to be volatile due to a variety of factors,
many of which are beyond our control, including, but not limited to, the following:

 our actual or anticipated financial performance;

 changes in the supply or demand of our products;

 our ability to execute our growth strategy;

 speculation about our business in the press or investor community;

 the degree of trading liquidity in our common stock, including our ability to remain listed on the NYSE
American;

 stock market price and volume fluctuations of other publicly traded companies, and in particular, companies
that are in our industry;

 investor perceptions of our industry or our prospects;

 macroeconomic trends and conditions;

 announcements by us or our competitors of new product offerings, significant acquisitions, or strategic
partnerships; or

 additions and departures of key personnel.

 In addition, the stock market may experience significant
price and volume fluctuations, which may be unrelated to the operating performance of particular companies but could cause declines in
the market price of our common stock. The price of our common stock could fluctuate based upon factors that have little or nothing to
do with our Company or its performance.

 - 6 -

 Risks Related to Technology and Cybersecurity

 A failure of our IT systems or a cybersecurity
breach could disrupt our business. We rely on IT infrastructure, including hardware, networks, software, digital platforms and third-party
systems to operate our business and communicate with customers. These uses give rise to cybersecurity risks, including security breaches,
system disruption, theft, and inadvertent release of information. We have implemented measures to prevent and mitigate cybersecurity breaches.
To date, we are not aware of any cybersecurity incidents that have had or are reasonably expected to have a material adverse effect on
our operations. However, we or our third-party service providers may experience cybersecurity incidents in the future. There can be no
assurance that our operations will not be materially adversely impacted by future cybersecurity incidents, and there is a risk that we
may incur significant costs in protecting against or remediating cyberattacks or other cybersecurity breaches. A significant IT failure,
data breach, or cyberattack could harm our reputation, disrupt operations, and expose us to legal or regulatory liabilities. In addition,
the theft, destruction, loss, misappropriation, release of sensitive or confidential information, or interference with the IT infrastructures
of third parties on which we rely, including suppliers and customers, could result in a disruption to our supply chain, which could adversely
affect our business, financial condition, or results of operations. We also incur costs in order to comply with cybersecurity or data
privacy regulations or with requirements imposed by business partners. Data privacy and cybersecurity laws in the United States and internationally
are constantly changing, and the implementation of these laws has become more complex. Any security breach, whether successful or not,
would harm our reputation and could damage our competitive position and cause the loss of customers. In addition, any such breach, or
any material failure on our part to comply with applicable laws, could subject us to litigation, government investigation or enforcement
actions or other regulatory sanctions, regulatory penalties or fines, or costly response measures.

 Risks Related to Macroeconomic and External Conditions

 Economic downturns or shifts in consumer behavior
may reduce consumer demand for our products. Unfavorable economic factors that are beyond our control, including those impacting discretionary
spending, may reduce consumer demand for our products. These factors include, but are not limited to, economic uncertainty, including
potential recession, inflation, tariffs, supply chain disruptions, foreign currency exchange rate fluctuations, and changing tax rates
and policies. Any one or a combination of these factors could adversely affect consumer spending and preferences. If consumer demand for
our products decreases, our revenue and profitability may be materially and adversely impacted.

 ITEM 1B. UNRESOLVED STAFF COMMENTS.

 Not applicable.

 ITEM 1C. CYBERSECURITY.

 Cybersecurity is an important part of our Enterprise
Risk Management ("ERM") program, and the Company seeks to address cybersecurity risks through a comprehensive, cross-functional
approach. The Company's cybersecurity policies, standards, processes, and practices for assessing, identifying and managing material
risks from cybersecurity threats and responding to cybersecurity incidents are continuously analyzed and updated. The Company has established
controls and procedures, including an Incident Response Plan, that provide for the identification, notification, escalation, communication,
and remediation of data security incidents at appropriate levels so that so that decisions regarding the public disclosure and reporting
of such incidents can be made by management in a timely manner. As part of its cybersecurity program, the Company utilizes firewalls,
anti-malware, intrusion prevention and detection systems, and access controls. The Company periodically assesses and tests its policies,
standards, processes and practices that are designed to address cybersecurity threats and incidents, reports results of such assessments
to the Company's Board of Directors (the "Board"), and periodically makes adjustments to the Company's cybersecurity
program based on these exercises. The Company engages third parties to conduct such testing. The Company seeks to identify and oversee
cybersecurity risks presented by third parties and their systems from a risk-based perspective by implementing a comprehensive risk assessment
framework, conducting regular audits, and establishing stringent security protocols and standards for third-party engagements. This approach
ensures that potential vulnerabilities are identified and mitigated, thereby protecting the Company's assets and maintaining robust
security throughout its supply chain. The Company also conducts cybersecurity training for employees (including mandatory training programs
for system users).

 Our executive management team is responsible for
assessing and managing risks from cybersecurity threats to the Company. In addition, in light of the pervasive and increasing threat
from cyberattacks, the Board and the Audit Committee, with input from management, assesses the Company's cybersecurity threats
and the measures implemented by the Company in an effort to mitigate and prevent cyberattacks. The Audit Committee consults with management
regarding ongoing cybersecurity initiatives, and requests management to report to the full Board regularly on their assessment of the
Company's cybersecurity program and risks. Both the Audit Committee and the full Board receive regular quarterly reports from management
on cybersecurity risks and timely reports regarding any significant cybersecurity incident, as well as ongoing updates regarding any
such incident until it has been addressed.

 - 7 -

 While the Company faces a number of cybersecurity
risks in connection with its business, as of the date of this report, the Company is not aware of any risks from cybersecurity threats
that have materially affected or are reasonably likely to materially affect the Company, including its business strategy, results of
operations, or financial condition. However, there can be no assurance that the Company, or its third-party service providers, will not
experience a cybersecurity threat or incident in the future that could materially adversely affect the Company, including its business
strategy, results of operations, or financial condition.

 ITEM 2. PROPERTIES.

 We lease approximately 2,793 rentable square feet
of office space at 9150 Wilshire Boulevard, Suite 245, Beverly Hills, California 90212, serving as our principal offices. The lease commenced
on November 1, 2024, and expires on January 31, 2029. Monthly base rent is $11,168 for the first 12 months, with scheduled increases
thereafter. Rent is abated in months 2, 15, and 30. We believe this office space is in good condition and adequately supports our administrative
and corporate functions.

 We also lease approximately 6,050 square feet of
office and warehouse space at 777 S. Auto Mall Drive, Unit 107, American Fork, Utah 84003, under a sublease agreement that began on October
1, 2024, and continues through September 30, 2027. Base rent is $7,684 per month for the first 12 months, with escalations thereafter.
Rent is abated for three months in the first year. Additional estimated monthly charges of $1,210 are assessed for common area maintenance,
taxes, and insurance. This facility supports operations for our two primary segments.

We believe that these facilities are in good condition, adequately maintained, and suitable to meet our current business needs.

 ITEM 3. LEGAL PROCEEDINGS.

 From time to time, we become involved in various
lawsuits and legal proceedings which arise in the ordinary course of business. Where it is probable that we will incur a loss and the
amount of the loss can be reasonably estimated, we record a liability in our financial statements. In evaluating matters for accrual
and disclosure purposes, we take into consideration factors such as our historical experience with matters of a similar nature, the specific
facts and circumstances asserted, the likelihood of our prevailing, the availability of insurance, and the severity of any potential
loss. We reevaluate and update accruals as matters progress over time. These legal accruals may be increased or decreased to reflect
any relevant developments on a quarterly basis. Where a loss is not probable or the amount of the loss is not estimable, we do not record
an accrual, consistent with applicable accounting guidance. In the opinion of management, while the outcome of such claims and disputes
cannot be predicted with certainty, our ultimate liability in connection with these matters is not expected to have a material adverse
effect on our results of operations, financial position or cash flows, and the amounts accrued for any individual matter are not material.
However, legal proceedings are inherently uncertain, and there can be no assurance that any expense, liability, or damages that may ultimately
result from the resolution of these matters will be covered by our insurance or will not be in excess of amounts recognized or provided
by insurance coverage. As a result, the outcome of a particular matter or a combination of matters may be material to our results of
operations for a particular period, depending upon the size of the loss or our income for that particular period.

 ITEM 4. MINE SAFETY DISCLOSURES.

 Not applicable.

 - 8 -

 ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY,
RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

 Our common stock trades on the NYSE American, under
the symbol "AXIL."

 Securities outstanding and holders of record

 On August 18, 2025, the total common shares issued
and outstanding were 6,657,717 and we had 167 stockholders of record of our common stock.

 Dividend Policy

 We have never paid any cash dividends on our common
stock and we do not expect to pay cash dividends on our common stock in the foreseeable future. Any future determination to pay dividends
on our common stock will be at the discretion of our Board and will depend on our financial condition, results of operations, capital
requirements, applicable restrictions in our Certificate of Incorporation, applicable restrictions in our Bylaws, contractual limitations,
and other factors that our Board deems relevant.

 Recent Sales of Unregistered Securities

 There were no unregistered securities issued during
the fourth quarter of 2025.

 ITEM 6. [RESERVED]

 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 The following discussion should be read in conjunction
with our financial statements and the notes thereto included in this Report under Item 8 Financial Statements and Supplementary Data.
The results shown herein are not necessarily indicative of the results to be expected in any future periods. This discussion contains
forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations
and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements
as a result of a number of factors. We use words such as "anticipate," "estimate," "plan," "project,"
"continuing," "expect," "believe," "intend," "may," "will," "should,"
"could," and similar expressions to identify forward-looking statements. Please see the section entitled "Cautionary
Note Regarding Forward-Looking Information" above for more information regarding the risks associated with forward-looking information.

 Overview

 The Company is engaged in the manufacturing, marketing,
sale and distribution of high-tech, innovative hearing and audio enhancement and protection products that provide cutting-edge solutions
for people with varied applications across many industries and professional quality hair and skin care products under various trademarks
and brands.

 We have two reportable segments: hair and skin care,
and hearing enhancement and protection. In addition, we have recently incorporated a wholly owned subsidiary with the intent to offer
marketing services. This new subsidiary is expected to support third-party clients by leveraging our direct-to-consumer expertise to
deliver performance-driven marketing solutions.

 Through our hearing enhancement and protection segment,
we design, innovate, engineer, manufacture, market and service specialized systems in hearing enhancement, hearing protection, wireless
audio, and communication. Through our hair and skin care segment, we manufacture, market, sell, and distribute professional quality hair
and skin care products.

 - 9 -

 Our overall business strategy is to establish market
awareness of our products through our direct-to-consumer campaigns. Our strategy centers on driving growth by expanding market share
within existing channels and developing new ones through both online and traditional platforms. Our primary focus is optimizing our e-commerce
strategies, building sales teams to meet the needs of distribution channels, and enhancing value through strategic partnerships. The
Company is also working to expand its offline retail presence and enter into new international markets. We believe the increase in awareness
will allow us to increase distribution and gain customers through our distribution partners' retail establishments, with the goal
of helping us achieve growth in market share and diversify our sales channels; however, we cannot provide any assurances that such increases
will occur, or that we will realize the anticipated benefits of our actions.

 Business Update

 The Company entered into a strategic supply arrangement
with a national membership-based retail chain, marking a significant milestone in our wholesale channel expansion strategy. Under this
agreement, the retailer placed a substantial initial purchase order that is expected to be fulfilled across the first and early second
quarter of fiscal 2026. While there can be no assurances that additional purchase orders will be placed or as to the timing of the fulfillment
of any orders, this development is anticipated to drive meaningful revenue growth and enhance brand visibility across a broader customer
base.

 In June 2025, the Company expanded its leadership
team by hiring a senior contractor to lead growth initiatives in our hair and skin care division. This individual brings extensive experience
in brand development and channel expansion. His appointment reflects our commitment to scaling this business segment and capitalizing
on emerging industry growth.

 In May 2025, we received prominent media recognition
in leading military publications—including Military Times, Air Force Times, Marine Corps Times, and Navy Times—highlighting
our advanced hearing protection and enhancement technology and elevating brand credibility among professional and tactical audiences.

 In the fourth quarter of fiscal 2025, the Company
experienced a temporary disruption in operations as a result of newly imposed international tariffs that affected our supply chain. While
these external factors led to an increase in cost of goods sold and contributed to softer-than-expected sales during the quarter, management
implemented a series of internal operational efficiencies that successfully mitigated the broader financial impact.

 We continue to make steady progress on our supply
chain transition strategy, which is intended to build a more resilient and responsive supply chain, in response to elevated U.S. tariffs
and broader geopolitical risks. Key operational milestones are being met as planned, including the ongoing relocation of senior manufacturing
leadership to the United States and early-stage development of domestic production capabilities. We believe these initiatives will position
us well to navigate the evolving trade environment and support long-term competitiveness. We remain focused on execution and expect to
provide additional updates as key phases of our domestic manufacturing build-out progress are completed.

 While we continue to experience near-term cost
pressure related to imported components, our mitigation strategies — including selective sourcing adjustments and pricing initiatives
— remain on track. We believe the majority of the tariff-related impact was concentrated in the fourth quarter, and we do not expect
a material ongoing effect into fiscal 2026 based on the tariffs currently in place. If tariff rates change or other changes in trade policy
are implemented, the expected impact on our operations could change.

 On July 4, 2025, legislation commonly referred to
as The One Big Beautiful Bill Act of 2025 (the "OBBBA") was enacted in the U.S. The OBBBA makes permanent the extension of
certain provisions of the Tax Cuts and Jobs Act that were set to expire at the end of 2025. Additionally, the OBBBA makes changes to
certain U.S. corporate tax provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others
implemented through 2027. We are currently assessing the impact of the OBBBA on our consolidated financial statements.

 - 10 -

 Results of Operations

 Our results of operations are summarized below.

 Ended
 2025

 Ended
 2024

 Sales, net

 $
 26,257,522

 $
 27,498,539

 Cost of sales

 $
 7,615,954

 $
 7,321,838

 Gross profit

 $
 18,641,568

 $
 20,176,701

 Total operating expenses

 $
 17,480,203

 $
 18,673,321

 Income from operations

 $
 1,161,365

 $
 1,503,380

 Net income after tax

 $

 $

 We calculate EBITDA by taking net income calculated
in accordance with accounting principles generally accepted in the United States ("GAAP"), and adjusting for income taxes,
interest income or expense, and depreciation and amortization. We calculate adjusted EBITDA as EBITDA, further adjusted for stock-based
compensation. Adjusted EBITDA is also presented as a percentage of revenue, which is calculated by dividing the non-GAAP Adjusted EBITDA
for a period by revenue for the same period. Other companies may calculate EBITDA and adjusted EBITDA differently, limiting the usefulness
of these measures for comparative purposes. We believe that these non-GAAP measures of financial results provide useful information regarding
certain financial and business trends relating to our financial condition and results of operations, and management considers EBITDA
and adjusted EBITDA important indicators in evaluating our business on a consistent basis across various periods for trend analyses.
These non-GAAP financial measures exclude significant expenses and income that are required by GAAP to be recorded in our financial statements
and are subject to inherent limitations as they reflect the exercise of judgments by management about which expenses and income are excluded
or included in determining these non-GAAP financial measures. Investors should review the reconciliation of these non-GAAP financial
measures to the comparable GAAP financial measure included below. Investors should not rely on any single financial measure to evaluate
our business.

 Ended May 31,
 2025

 Ended May 31,
 2024

 Net income (GAAP)

 $

 $

 Provision (benefit) for income taxes

 453,828

 (220,205
)

 Interest income, net

 (135,915
)

 (177,833
)

 Depreciation and amortization

 148,498

 130,610

 Total EBITDA (Non-GAAP)

 1,321,399

 1,735,706

 Adjustments:

 1,108,934

 267,183

 Total Adjusted EBITDA (Non-GAAP)

 $
 2,430,333

 $
 2,002,889

 Sales, net (GAAP)

 $
 26,257,522

 $
 27,498,539

 Adjusted EBITDA as a percentage of Sales, net (Non-GAAP)

 9.3
 %

 7.3
 %

 Net sales for the year ended May 31, 2025
decreased by $1,241,017 or 4.5%, as compared to the year ended May 31, 2024. This decrease was primarily due to reduced advertising
expenditure, which adversely affected direct to consumer sales, partially offset by an increase in sales through our distribution
channels. The net effect in the reduction of advertising expense was a positive impact to operating income. Additionally, the
year-over-year decline in revenue during the fourth quarter was partially attributable to a temporary disruption in operations
related to international tariff changes, which impacted product availability and timing of sales.

 - 11 -

 Cost of sales includes primarily the cost of products,
freight-in costs, and depreciation related to fixed assets that are used in the production and distribution process to bring goods to
their saleable condition and location. For the year ended May 31, 2025, the overall cost of sales increased by $294,116 or 4.0%, as compared
to the year ended May 31, 2024. Cost of sales as a percentage of net revenues for the year ended May 31, 2025 was 29.0% as compared to
26.6% for the year ended May 31, 2024. The increase in cost of sales, as a percentage of sales, was primarily attributable to an increase
in sales to distributors in both our hair and skin care products and our hearing enhancement and protection segments, bearing lower margins
in addition to elevated input and logistics costs resulting from tariff-related supply chain disruption in the fourth quarter.

 Gross profit decreased by $1,535,133 or 7.6% from
$20,176,701 in the year ended May 31, 2024 to $18,641,568 for the year ended May 31, 2025. Gross profit as a percentage of sales for
the year ended May 31, 2025 was 71.0%, as compared to 73.4% for the year ended May 31, 2024. The decrease in the gross profit margin
for year ended May 31, 2025 was primarily attributable to an increase in cost of sales as a percentage of revenue, and an increase in
discounts as a percentage of revenue.

 Operating expenses consisted of marketing and selling
expenses, compensation and related taxes, professional and consulting fees, and general and administrative costs. Operating expenses
decreased by $1,193,118 or 6.4% from $18,673,321 in the year ended May 31, 2024 to $17,480,203 in the year ended May 31, 2025. Operating
expenses as a percentage of net revenues for the year ended May 31, 2025 was 66.6% compared to 67.9% for the year ended May 31, 2024.
Included in operating expenses were non-cash stock-based compensation of $1,108,934 and $267,183 in the years ended May 31, 2025 and
May 31, 2024, respectively. The decrease in operating expenses was primarily due to a net decrease in advertising expenses, and a forgiveness
of accounts payable amounting to approximately $220,000 partially offset by an increase of stock-based compensation of $841,751. Furthermore,
professional and consulting fees decreased in the fourth quarter of 2025 as management implemented cost optimization measures in response
to changes in U.S. trade policy as part of the Company's efforts to mitigate potential adverse impacts and enhance operational
resilience.

 Income from operations for the year ended May 31,
2025, was $1,161,365 compared to income of $1,503,380 for the year ended May 31, 2024. The decrease in income from operations of $342,015
or 22.8% was primarily related to an increase in stock-based compensation expense partially offset by significantly lower advertising
costs, along with a non-recurring gain from the forgiveness of approximately $220,000 in accounts payable.

 For the year ended May 31, 2025, provision for income
tax expense was $453,828. For the year ended May 31, 2024, we had an income tax benefit of $220,205.

 As a result of the above, we reported a net income
of $854,988 and $2,003,134 for the years ended May 31, 2025 and May 31, 2024, respectively.

 Adjusted EBITDA increased by $427,444 or 21.3% from
$2,002,889 for the year ended May 31, 2024 to $2,430,333 for the year ended May 31, 2025. Adjusted EBITDA as a percentage of sales, net
for the years ended May 31, 2025 and May 31, 2024, was 9.3% and 7.3%, respectively. Adjusted EBITDA increased primarily due to a substantial
reduction in advertising expense, which outweighed the associated decline in revenue, and was further supported by a one-time gain from
the forgiveness of approximately $220,000 in accounts payable.

 Basic and diluted earnings per share for the year
ended May 31, 2025 were approximately $0.13 and $0.10, respectively, compared to $0.57 and $0.21 in the prior years. The prior-year EPS
included a one-time gain of $1,329,588 related to preferred stock redemption; excluding that non-recurring benefit, the year-over-year
decline in EPS was more moderate and corresponds to the lower net income in full year ended May 31, 2025.

 - 12 -

 Liquidity and Capital Resources

 We are currently engaged in product sales and development.
Although we earned net income and have cash provided by operations in the fiscal years ended May 31, 2025 and 2024, we have experienced
operating losses in prior periods. We expect to continue generating net income and positive cash flow in the fiscal year ending May 31,
2026. Based on our current cash balances and anticipated operating cash flows, we believe we have sufficient liquidity to meet working
capital needs for at least one year from the issuance date of the accompanying consolidated financial statements.

 We plan to manage expenses relative to expected revenue
and may reinvest near-term cash to support revenue growth. Following the acquisition of A&A's assets in June 2022, we have
generated sufficient cash to support our operations and required debt payments, and we expect this to continue, although we cannot provide
any assurance. Management remains focused on expanding product lines and our customer base to drive revenue. However, future cash demands
may exceed historical levels. If needed, we may seek additional capital, although there is no assurance that financing will be available
on acceptable terms or at all. Subject to these uncertainties, we believe we have sufficient capital and liquidity to fund operations
for at least one year from the issuance date of the accompanying consolidated financial statements.

 In fiscal year 2025, we entered into two new operating
lease agreements: one for a corporate office in Beverly Hills, California, and another for a warehouse facility in American Fork, Utah.
These leases began in the second quarter of fiscal 2025 and are scheduled to run through January 2029 and September 2027, respectively.
The total initial lease liability and corresponding right-of-use asset recognized was approximately $767,000. As of May 31, 2025, the
total lease liability was approximately $617,000, with a weighted average remaining lease term of 3.3 years and a discount rate of 13.1%.
Lease costs totaled approximately $193,000 in fiscal 2025 and are recorded in general and administrative expenses. Future lease payments
are expected to be funded through operating cash flows. We believe our current liquidity is sufficient to meet these obligations.

 Cash Flows for the fiscal years ended May 31,
2025 and 2024

 The following table provides detailed information
about our net cash flows:

 For the
 Ended
 2025

 For the
 Ended
 2024

 Cash Flows

 Net cash provided by operating activities

 $
 1,928,661

 $
 2,677

 Net cash used in investing activities

 (394,298
)

 (160,525
)

 Net cash used in financing activities

 (18,385
)

 (1,420,958
)

 Net increase (decrease) in cash and cash equivalents

 $
 1,515,978

 $
 (1,578,806
)

 Operating Activities

 Net cash provided by operating activities for the
year ended May 31, 2025, was $1,928,661, compared to $2,677 for the year ended May 31, 2024. This improvement primarily resulted from
our strategic decision to increase inventory levels as of May 31, 2024 to accommodate new product variations and packaging aimed at expanding
into new markets. Inventory sold during the year ended May 31, 2025 contributed positively to cash flows. Additionally, cash flow improved
due to the substantial decrease in advertising expense which had an immediate impact on cash flows, and a forgiveness of accounts payable
during the year ended May 31, 2025, resulting in an improvement of operating cash flows of approximately $220,000, partially offset by
timing of net changes in operating assets and liabilities excluding inventory.

 Investing Activities

 Net cash flows used in investing activities for the
year ended May 31, 2025 was $394,298 due to the purchase of intangibles relating to increased product testing and property and equipment
for the Company's business. For the year ended May 31, 2024, net cash flows used in investing activities were $160,525, primarily
attributable to the cash used in the purchase of property and equipment primarily relating to our expansion into new product lines.

 - 13 -

 Financing Activities

 Net cash flows used in financing activities for the
year ended May 31, 2025 was $18,385 compared to $1,420,958 used in financing activities for the year ended May 31, 2024. The decrease
in financing activities related primarily to repurchases of preferred stock amounting to $1,246,490 in the year ended May 31, 2024 that
did not occur in the year ended May 31, 2025.

 As of May 31, 2025, we had a secured Economic Injury
Disaster Loan outstanding, administered pursuant to the CARES Act in the principal amount of $140,229, with a maturity date of May 18,
2050. The Company continues to pay interest and principal on the loan.

 We are dependent on our product sales to fund our
operations and may require additional capital in the future, such as pursuant to the sale of additional common stock, preferred stock,
debt securities or entering into credit agreements or other borrowing arrangements with institutions or private individuals, to maintain
operations, which may not be available on favorable terms, or at all, and could require us to sell certain assets or discontinue or curtail
our operations. If the current equity and credit markets deteriorate, it may make any necessary debt or equity financing more difficult
to obtain, more costly and more dilutive. Our officers and directors have made no written commitments with respect to providing a source
of liquidity in the form of cash advances, loans, and/or financial guarantees. We do not have any plans to seek additional financing
at this time and anticipate that our existing cash equivalents and cash provided by operations will be sufficient to meet our working
capital requirements. However, if the need arises for additional cash, there can be no assurance that we will be able to raise the capital
we need for our operations on favorable terms, or at all. We may not be able to obtain additional capital or generate sufficient revenues
to fund our operations. Failure to secure any necessary financing in a timely manner and on favorable terms could have a material adverse
effect on our growth strategy, financial performance and stock price and could require us to delay or abandon our business plans. If
we are unsuccessful at raising sufficient funds, for whatever reason, to fund our operations, we may be forced to cease operations. If
we fail to raise funds, we expect that we will be required to seek protection from creditors under applicable bankruptcy laws.

 Off-Balance Sheet Arrangements

 As of May 31, 2025, we did not have any off-balance
sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results or operations, liquidity, capital expenditures or capital resources that is material to investors.

 Critical Accounting Policies and Estimates

 Critical accounting policies and practices are
those that are both most important to the portrayal of the Company's financial condition and results, and require management's
most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are
inherently uncertain. The critical accounting policies and practices used by the Company for the year ended May 31, 2025 financial statements
relate to the policies and practices the Company uses to account for:

 Accounts receivable and allowance for doubtful
accounts

 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.

 - 14 -

 Revenue recognition

 We recognize revenue in accordance with ASC 606,
 Revenue from Contracts with Customers. Revenue is recognized when control of the product is transferred to the customer, typically
upon shipment. In determining the transaction price, we consider discounts, promotional incentives, and expected returns. These estimates
require judgment based on historical experience and current market conditions. Changes in customer behavior or promotional strategies
could impact the timing and amount of revenue recognized.

 Goodwill

 Goodwill represents the excess of the consideration
paid over the fair value of net assets acquired in a business combination. We evaluate goodwill for impairment at least annually during
the fourth quarter, or more frequently if circumstances or events suggest potential impairment. Throughout the year, we monitor for indicators
that might trigger an interim impairment review. Our testing may begin with a qualitative assessment to determine whether it is more
likely than not that the fair value of a reporting unit exceeds its carrying value. If a quantitative test is performed, fair value is
estimated based on the amount a market participant would pay in a hypothetical sale of the reporting unit. When the fair value exceeds
the carrying value, goodwill is considered to be not impaired. If the carrying value exceeds fair value, an impairment charge is recorded
for the amount of the excess, limited to the total carrying amount of goodwill.

 - 15 -

 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 As a smaller reporting company, we are not required
to provide the information required by this Item 7A.

 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

 The financial statements of the Company and the related
report of the Company's independent registered public accounting firm thereon have been filed under Item 15 hereof.

 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE.

 None.

 ITEM 9A. CONTROLS AND PROCEDURES.

 Evaluation of Disclosure Controls and Procedures

 We maintain "disclosure controls and procedures,"
as such term is defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act, that are designed to ensure that information required
to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the
SEC's rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive
Officer ("CEO") and Principal Executive Officer, and Chief Financial Officer ("CFO") and Principal Financial
and Accounting Officer, as appropriate, to allow timely decisions regarding required disclosure. We conducted an evaluation, under the
supervision and with the participation of our CEO and CFO, of the effectiveness of the design and operation of our disclosure controls
and procedures as of May 31, 2025. Based on this evaluation of disclosure controls and procedures as of May 31, 2025, our CEO and CFO
concluded that our disclosure controls and procedures were effective.

 Management's Report on Internal Control
over Financial Reporting

 Our management is responsible for establishing and
maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) or 15d-15(f).
Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of the financial statements for external purposes in accordance with accounting principles generally accepted
in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 Our management, including our CEO and CFO, assessed
the effectiveness of our internal control over financial reporting as of May 31, 2025 using criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework issued in 2013. Based on the assessment,
our management has concluded that as of May 31, 2025, our internal control over financial reporting was effective based on those criteria.

 This annual report does not include an attestation
report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not
subject to attestation by our registered public accounting firm pursuant to the rules of the SEC that permit us to provide only management's
report in this annual report.

 Changes in Internal Controls

 There has been no change in our internal control
over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) or 15d-15(d) under the Exchange Act
that occurred during the fiscal quarter ended May 31, 2025 that has materially affected or is reasonably likely to materially affect
our internal control over financial reporting.

 - 16 -

 ITEM 9B. OTHER INFORMATION.

 Rule 10b5-1 Trading Plans

 During the quarter ended May 31, 2025, none of the
Company's directors or executive officers adopted, modified or terminated any contract, instruction or written plan for the purchase
or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or
any "non-Rule 10b5-1 trading arrangement" (as defined in Item 408(c) of Regulation S-K).

 2025 Annual Meeting of Stockholders

 The Company's 2025 Annual Meeting of Stockholders
is scheduled to be held on December 17, 2025. Stockholders of record as of October 22, 2025 will be entitled to receive notice of, and
vote at, the 2025 Annual Meeting of Stockholders.

 Executive Employment Agreements

 On August 18, 2025, the Company entered into employment
agreements (each, an "Agreement" and, collectively, the "Agreements") with each of Jeff Toghraie, the Company's
Chief Executive Officer and Chairman, and Jeff Brown, the Company's Chief Financial Officer and Chief Operating Officer and a director
(each, an "Executive") in order to memorialize the terms and conditions of each Executive's continued employment in
his respective position. Each Agreement will remain in effect until the Executive's employment terminates for any reason in accordance
with the terms of the Agreement.

 Mr. Toghraie will receive an annual base salary
of $275,000, and Mr. Brown will receive an annual base salary of $225,000. Each Executive will be eligible for an annual bonus with a
target bonus opportunity of not less than 40% of his respective base salary. Each Executive may elect to receive his salary and/or the
annual bonus in shares of the Company's common stock. Each Executive is eligible to participate in long-term incentive programs
of the Company, as may be made available at the discretion of the Board. Additionally, each Executive is eligible for paid vacation in
accordance with the Company's policy and is entitled to participate in the employee benefit plans offered by the Company to its
senior executives. In the event of a Change of Control (as defined in the Agreements), Mr. Toghraie and Mr. Brown will receive 500,000
and 175,000 fully vested shares of the Company's common stock (subject to adjustment), respectively. In the event the Company terminates
the Executive's employment without Cause (as defined in the Agreement) or if the Executive resigns for Good Reason (as defined in
the Agreement), the Executive will receive accrued compensation and a severance payment equal to a multiple (three times, for Mr. Toghraie,
or two times, for Mr. Brown) the sum of his base salary plus the greater of the average annual bonus paid for the prior three fiscal years
or his target annual bonus, subject to a release of claims. Upon termination for Cause, resignation without Good Reason, death, or Disability
(as defined in the Agreements), the Executive will receive only his accrued compensation. The Agreements also contain customary provisions
regarding confidentiality and assignment of work product, as well as provisions relating to indemnification and D&O insurance coverage.

 ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS
THAT PREVENT INSPECTIONS.

 Not applicable.

 - 17 -

 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

 Information about our Directors and Executive Officers

 The Board is divided into three classes: Class I,
Class II and Class III. Each director will serve for a term ending on the date of the third annual meeting following the annual meeting
at which such director was elected and such director's successor is elected and qualified, or until such director's earlier
death, resignation, disqualification or removal from office.

 The names, ages and positions of our present directors and executive officers
as of August 18, 2025 are set forth below:

 NAME

 AGE

 DIRECTOR CLASS

 POSITION

 Class III director, with a term expiring at the 2027 annual meeting
 of stockholders

 Chief Executive Officer and Chairman of the Board

 Class III director, with a term expiring at the 2027 annual meeting of stockholders

 Chief Financial Officer, Chief Operating Officer, and Director

 Manu Ohri

 Class II director, with a term expiring at the 2025 annual meeting of stockholders

 Peter Dunne

 Class II director, with a term expiring at the 2025 annual meeting of stockholders

 Nancy Hundt

 Class I director, with a term expiring at the 2026 annual meeting of stockholders

 Jeff Toghraie – Chief Executive Officer and Chairman of the Board
of Directors

 Jeff Toghraie has served as our Chief Executive Officer
and as a member of and chairman of our Board since June 2015. Mr. Toghraie joined Intrepid Global Advisors, which provides advisory services,
in October 2010 and is a managing director and principal of that firm. Mr. Toghraie has been involved with various privately held development
stage companies as a director and/or in advisory positions for more than 20 years.

 Mr. Toghraie brings more than 20 years of experience
in our industry. His background working with development stage companies and extensive business and operational experience provide us
with the expertise to implement complex and innovative strategies and makes him uniquely suited to serve on our Board.

 Jeff Brown – Chief Financial Officer, Chief
Operating Officer, and Director

 Jeff Brown has served as our Chief Financial Officer
since May 2024 and Chief Operating Officer since March 2017 and as a member of our Board since February 2024. Mr. Brown also serves as
the co-owner, Chairman of the board of directors and Chief Financial Officer of BZ Capital Strategies, which provides consulting services
and serves as an investment vehicle. Previously, from July 2016 to March 2017, Mr. Brown held consulting positions at Polar Solar Inc.,
a company responsible for making commercial solar panels available to the residential market, and Mind Fitness Lab, a technology company
that developed and distributed mobile applications for mental health professionals. From June 2012 until July 2015, he was the President
of RNA Pro, a company that distributed agricultural supplements. He holds a master's degree in business administration from Pepperdine
University and a bachelor's degree in political science from University of California, Irvine.

 Mr. Brown brings over 15 years of operational experience
in our industry. His experience, deep industry knowledge, and comprehensive understanding of the execution and operational needs of a
fast-growing business allow him to provide targeted and forward-thinking insight to our Board.

 - 18 -

 Peter Dunne – Director

 Peter Dunne has been a member of our Board since
February 2024. From March 2010 until December 2023, Mr. Dunne served as president of Peter Dunne Investments, LLC, a corporate advisory
firm, where he served as an advisor and consultant to several U.S. and international firms on the viability of entering the Asia markets.
Prior to heading his international consulting firm, Mr. Dunne acted as a transactional advisor to a number of high-profile mergers and
acquisitions, including the financing and development of the Forum at Caesars Palace in Las Vegas, the acquisition of the Ralph Lauren
headquarters in New York City, the acquisition of the Beverly Wilshire Hotel, and the acquisition of the Four Seasons Hotels in New York
and Milan. He holds a bachelor's degree in business administration from St. John's University.

 Mr. Dunne brings more than 20 years of experience
in strategic planning. Mr. Dunne's extensive involvement in strategic planning across a variety of domestic and international consumer
and retail industries brings a unique and valuable perspective to our Board.

 Manu Ohri – Director

 Manu Ohri has been a member of our Board since February
2024. Mr. Ohri provides consulting and advisory services to various companies. Mr. Ohri previously served as chief financial officer
of GT Biopharma, Inc., a clinical stage biopharmaceutical company, from February 2022 to June 2024. Prior to that, from January 2010
to December 2016, Mr. Ohri served as a management consultant for Anarjay Concepts, Inc., where he provided management consulting and
business advisory services to privately-held and publicly traded companies. From January 2017 until June 2019, Mr. Ohri served as chief
financial officer and as a member of the board of directors of ToughBuilt Industries, Inc., which designs and distributes tools and accessories
to the home improvement community and the building industry. Mr. Ohri is a Certified Public Accountant and Chartered Global Management
Accountant with over seven years of experience with Deloitte & Touche, LLP and PricewaterhouseCoopers, LLP. He holds a master's
degree in business administration from the University of Detroit and a bachelor's degree in commerce from the University of Delhi.
Mr. Ohri previously served as a director of Shengda Network Technology, Inc.

 Mr. Ohri has over 30 years of experience working
with boards of directors and financial institutions and with compliance with U.S. and international financial accounting and reporting
standards, investor relations, mergers and acquisitions, strategic planning, and team-building and project management. He brings to our
Board a diverse array of skills, experience, and industry knowledge.

 Nancy Hundt – Director

 Nancy Hundt has been a member of our Board since
May 2015. She has served as chief operating officer of Academy Optical, Inc., a prescription eyewear retailer, since February 2019. Prior
to that, from September 2009 to February 2019, Ms. Hundt served as director of operations for Academy Optical, Inc. Additionally, Ms.
Hundt has served as a representative of the American Board of Opticianry, an optical industry retail group, since October 1991.

 Ms. Hundt brings to our Board more than 30 years
of strategic planning and advising experience in the retail industry. She has a diverse background as a consultant and retail sales expert,
and she has a strong understanding of our business strategy.

 Family Relationships

 There are no family relationships among any of our
directors or executive officers.

 Involvement in Certain Legal Proceedings

 To the best of our knowledge, none of our directors
or executive officers were involved in any legal proceedings described in Item 401(f) of Regulation S-K in the past 10 years.

 - 19 -

 Board Committees

 Our Board currently consists of five directors. Our
Board has three standing committees: an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee.
Each member of each standing committee of our Board qualifies as an independent director in accordance with the applicable rules of the
SEC and NYSE American. Each standing committee operates pursuant to a written charter adopted by our Board, each of which is posted on
the Investors section of our website at www.goaxil.com. Our Board may establish other committees as it deems necessary or appropriate
from time to time.

 The following table provides current committee membership
for each of the committees of the Board as of August 18, 2025:

 Name

 Audit

 Compensation

 Nominating and Corporate

 Governance

 Peter Dunne

 X

 X

 X*

 Nancy Hundt

 X

 X*

 X

 Manu Ohri+

 X*

 X

 X

 * Committee chairperson.

 + Audit committee financial expert.

 - 20 -

 Code of Business Conduct and Ethics

 Our Board has adopted a Code of Business Conduct
and Ethics, which applies to all of our directors, employees, and officers (including our principal executive officer, principal financial
officer, principal accounting officer or controller, or persons performing similar functions). The full text of our Code of Business
Conduct and Ethics is posted on the Investors section of our website at www.goaxil.com. Any substantive amendment of the Code of Business
Conduct and Ethics, and any waiver of the Code of Business Conduct and Ethics for executive officers or directors, will be made only
after approval by the Board or the Audit Committee or the Nominating and Corporate Governance Committee of the Board, and will be disclosed
on our website. In addition, any such amendment or waiver will be disclosed within four days on a Form 8-K filed with the SEC if then
required by applicable rules and regulations, including the rules of the NYSE American, which currently require a Form 8-K to be filed
disclosing any waiver of the Code of Business Conduct and Ethics for directors and officers.

 Delinquent Section 16(a) Reports

 Section 16(a) of the Exchange Act requires our officers,
directors and persons who own more than 10% of our common stock to file with the SEC initial reports of ownership and reports of changes
in ownership of our common stock and other equity securities. To our knowledge, based on solely a review of these reports filed with
the SEC, we believe that all Section 16 filing requirements applicable to our executive officers, directors and greater than 10% stockholders
were complied with during the fiscal year ended May 31, 2025.

 Insider Trading Policy

 The Company's Insider Trading Policy provides
guidelines to officers, directors, employees and agents of the Company with respect to transactions in the Company's securities.
 The Company has adopted the Insider Trading Policy and the procedures set forth therein to help prevent insider trading and to assist
the Company's officers, directors, employees and agents in complying with their obligations under the federal securities laws.
The Insider Trading Policy applies to all transactions in the Company's securities, as well as transactions in securities about
a company with which the Company does business, such as the Company's vendors, customers, suppliers and distributors, in which
the Company has significant investments, or that is involved in a potential transaction or business relationship with Company. Under
the Insider Trading Policy, the Company's directors, officers and employees are prohibited from engaging in any short sale transactions;
investing in Company-based derivative securities, including options, warrants, and similar rights whose value is derived from the value
of any of our equity securities, including, without limitation, trading in Company-based put or call option contracts; engaging in hedging
or monetization transactions with respect to the Company's securities, including through the use of financial instruments such
as prepaid variable forwards, equity swaps, collars and exchange funds; and, unless prior written approval has been granted by the Chief
Executive Officer, holding our securities in a margin account or otherwise pledging our securities as collateral. For additional information,
see the Insider Trading Policy, which is filed as an exhibit to this Form 10-K.

 It is also the policy of the Company that the Company
will not engage in transactions in Company securities, or adopt any securities repurchase plans, while in possession of material non-public
information relating to the Company or its securities other than in compliance with applicable law.

 - 21 -

 ITEM 11. EXECUTIVE COMPENSATION.

 The following table sets forth the compensation paid
by us for the last two fiscal years ended May 31, 2025, and 2024, to our named executive officers (each, an "NEO"), who,
for the fiscal year ended May 31, 2025, were Jeff Toghraie, our Chief Executive Officer and Chairman (Principal Executive Officer), and
Jeff Brown, our Chief Operating Officer and Chief Financial Officer.

 Summary Compensation Table

 Name and Principal Position

 Year

 Salary

 ($)

 Bonus

 ($)

 Stock

 Awards

 ($)

 Option

 Awards

 ($) (1)

 Non-Equity

 Incentive Plan

 Compensation

 ($)

 Nonqualified

 Deferred

 Compensation

 Earnings ($)

 All Other

 Compensation ($)

 Total ($)

 Chief Executive Officer and Chairman

 2025

 —

 —

 —

 1,403,500

 (2)

 —

 —

 227,100

 (3)

 1,630,600

 2024

 —

 —

 —

 —

 —

 —

 —

 —

 Chief Operating Officer, Chief Financial Officer, and Director

 2025

 144,000

 —

 —

 1,002,500

 (2)

 —

 —

 120,000

 (4)

 1,266,500

 2024

 144,000

 67,000

 —

 —

 —

 —

 —

 211,000

 (1)

 The value of option awards in this table represents the fair value of such awards granted
 or modified during the fiscal year, as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification
 Topic 718. The assumptions used to determine the valuation of the awards are discussed in Note 9—Stockholders' Equity
 to our financial statements included herein.

 (2)

 On October 8, 2024, the Compensation Committee of the Board approved the grant of 350,000 options
 to purchase the Company's common stock to Mr. Toghraie and 250,000 options to purchase the Company's common stock to
 Mr. Brown. The options were granted effective October 14, 2024 and have an exercise price of $4.01 per share, a term of 10 years
 from the grant date, and vest and become exercisable in 48 equal monthly installments over the four-year period from date of grant,
 subject to the executive's continued service with the Company.

 (3)

 Consists of consulting fees paid by the Company to Intrepid Global Advisors, Inc., of which Mr. Toghraie
 is the managing director,

 (4)

 Consists of consulting fees paid by the Company to BZ Capital Strategies, of which Mr. Brown is the
 co-owner, Chairman and Chief Financial Officer.

 Our Chief Executive Officer, Jeff Toghraie, and
our Chief Financial Officer and Chief Operating Officer, Jeff Brown, did not have formal employment agreements with the Company in place
as of May 31, 2025. Mr. Toghraie was entitled to an annual performance bonus, health benefits and equity awards at the discretion of the
Board. Mr. Brown received a base salary of $144,000 per year and is entitled to annual performance bonus, paid vacation, optional health
benefits and equity awards at the discretion of the Board.

 On August 18, 2025, the Company entered into the
Agreements with each of Jeff Toghraie, the Company's Chief Executive Officer and Chairman, and Jeff Brown, the Company's Chief
Financial Officer and Chief Operating Officer and a director in order to memorialize the terms and conditions of each Executive's
continued employment in his respective position. Each Agreement will remain in effect until the Executive's employment terminates
for any reason in accordance with the terms of the Agreement.

 - 22 -

 Mr. Toghraie will receive an annual base salary
of $275,000, and Mr. Brown will receive an annual base salary of $225,000. Each Executive will be eligible for an annual bonus with a
target bonus opportunity of not less than 40% of his respective base salary. Each Executive may elect to receive his salary and/or the
annual bonus in shares of the Company's common stock. Each Executive is eligible to participate in long-term incentive programs
of the Company, as may be made available at the discretion of the Board. Additionally, each Executive is eligible for paid vacation in
accordance with the Company's policy and is entitled to participate in the employee benefit plans offered by the Company to its
senior executives. In the event of a Change of Control (as defined in the Agreements), Mr. Toghraie and Mr. Brown will receive 500,000
and 175,000 fully vested shares of the Company's common stock (subject to adjustment), respectively. In the event the Company terminates
the Executive's employment without Cause (as defined in the Agreement) or if the Executive resigns for Good Reason (as defined in
the Agreement), the Executive will receive accrued compensation and a severance payment equal to a multiple (three times, for Mr. Toghraie,
or two times, for Mr. Brown) the sum of his base salary plus the greater of the average annual bonus paid for the prior three fiscal years
or his target annual bonus, subject to a release of claims. Upon termination for Cause, resignation without Good Reason, death, or Disability
(as defined in the Agreements), the Executive will receive only his accrued compensation. The Agreements also contain customary provisions
regarding confidentiality and assignment of work product, as well as provisions relating to indemnification and D&O insurance coverage.

 As of May 31, 2025, we did not have any retirement,
pension, or profit sharing plans for the benefit of our executive officers and directors.

 As of May 31, 2025, the Company did not maintain
any arrangement with any of the NEOs that would entitle an NEO to any compensation in connection with the NEO's resignation, retirement
or other termination or in connection with a change of control of the Company. In August 2025, the Company entered into the Agreements,
which provide for the compensation described above. In addition, under the Amended and Restated 2022 Equity Incentive Plan (as amended
and restated, the "Plan"), upon the occurrence of a change of control (as defined in the Plan), 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. Subject to the Plan's terms, the
Compensation Committee or 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.

 - 23 -

 Outstanding Equity Awards at Fiscal Year-End

 The following table sets forth certain information regarding outstanding
equity awards held by the NEOs as of May 31, 2025:

 Option Awards

 Name

 Grant Date

 Number of

 securities

 underlying

 unexercised

 options

 (#) exercisable

 Number of

 securities

 underlying

 unexercised options

 (#) unexercisable

 Option exercise

 price

 ($)

 Option expiration

 date

 5/10/2022

 155,000

 —

 1.80

 4/20/2032

 10/14/2024

 58,333

 291,667

 (1)

 4.01

 10/31/2034

 5/10/2022

 110,000

 —

 1.80

 4/20/2032

 10/14/2024

 41,667

 208,333

 (1)

 4.01

 10/31/2034

 (1)
 These options vest and become exercisable in 48 equal monthly installments
beginning on October 31, 2024.

 Policies and Practices Related to the Grant of Certain Equity Awards

 We do not schedule the grant of stock options or
other equity awards in anticipation of the disclosure of material nonpublic information, and we do not schedule the disclosure of material
nonpublic information based on the timing of grants of stock options or other equity awards. We have not adopted any formal policy that
would require the Compensation Committee or the Board to grant, or to avoid granting, stock options or other equity awards to our named
executive officers or other employees at certain times.

 Director Compensation

 The following table sets forth the compensation paid
by us to our non-employee directors for the fiscal year ended May 31, 2025, which consisted of the value of restricted stock awards of
5,000 shares of the Company's common stock granted to our non-employee directors during that fiscal year. We did not pay any other
compensation to our non-employee directors during the fiscal year ended May 31, 2025. Mr. Toghraie and Mr. Brown do not receive any separate
compensation for their services as director.

 Name

 Fees Earned or

 Paid in Cash

 ($)

 Stock Awards

 ($) (1)

 All Other

 Compensation

 ($)

 Total

 ($)

 Peter Dunne

 —

 —

 Nancy Hundt

 —

 —

 Manu Ohri

 —

 —

 (1)
 Reflects the grant date fair value of 5,000 shares of restricted
common stock granted to each of our non-employee directors on January 13, 2025, which vest on January 13, 2026, except as otherwise provided
in the applicable award notice. The value of stock awards in this table represents the fair value of such awards granted or modified
during the fiscal year, as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718.
The assumptions used to determine the valuation of the awards are discussed in Note 9—Stockholders' Equity to our financial
statements included herein. As of May 31, 2025, each of the non-employee directors held a total of 5,000 unvested shares of the Company's
restricted common stock.

 - 24 -

 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

 The following table sets forth the ownership, as
of August 18, 2025, of our common stock by each person known by us to be the beneficial owner of more than five percent (5%) of our outstanding
common stock, our directors, our named executive officers, and our directors and current executive officers as a group. Except as indicated
by the footnotes below, we believe, based on the information furnished to us, that the persons named in the table below have sole voting
and investment power with respect to all shares of common stock shown that they beneficially own, subject to community property laws
where applicable. The information does not necessarily indicate beneficial ownership for any other purpose.

 Shares of our common stock that are subject to options
currently exercisable or exercisable within 60 days of August 18, 2025 and to outstanding shares of convertible preferred stock are deemed
to be outstanding for computing the percentage ownership of the person holding these options or shares of preferred stock and the percentage
ownership of any group in which the holder is a member, but are not deemed outstanding for computing the percentage of any other person.

 We have based our calculation of the percentage of
beneficial ownership on 6,657,717 shares of our common stock outstanding on August 18, 2025.

 Unless otherwise noted below, the address for each
of the stockholders in the table below is c/o Axil Brands, Inc., 9150 Wilshire Boulevard, Suite 245, Beverly Hills, California 90212.

 Name of Beneficial Owner

 Number of Shares

 Beneficially Owned

 Percent

 5% Stockholders:

 Jeff Toghraie, Chief Executive Officer and Chairman (1)

 3,537,038

 46.1%

 Don Frank Nathaniel Vasquez (2)

 1,276,251

 19.2%

 Shircoo, Inc. (3)

 534,510

 8.0%

 Named Executive Officers and Directors (not otherwise included above):

 Jeff Brown, Chief Financial Officer, Chief Operating Officer and Director (4)

 287,643

 4.2%

 Peter Dunne, Director (5)

 31,250

 *

 Nancy Hundt, Director (6)

 12,273

 *

 Manu Ohri, Director (7)

 20,001

 *

 *

 All Current Executive Officers and Directors as a Group (5 persons) (8)

 3,888,205

 49.6%

 * Represents beneficial ownership of less than 1%
of the outstanding common stock.

 (1)

 Based on a Schedule 13D/A filed with the SEC on April 2, 2025 by Jeff Toghraie, Intrepid Global Advisors,
 Inc. ("Intrepid"), of which Mr. Toghraie is the managing director, and Don Frank Nathaniel Vasquez, and a Form 4 filed
 by Mr. Toghraie with the SEC on October 15, 2024. Mr. Toghraie may be deemed to beneficially own, in the aggregate, 3,537,038 shares
 of common stock, consisting of 1,246,700 shares of common stock held directly by Intrepid, over which Mr. Toghraie and Intrepid have
 shared voting and dispositive power; 1,275,000 shares of common stock held directly by Don Frank Nathaniel Vasquez, over which Mr.
 Toghraie and Intrepid have shared voting power with Mr. Vasquez, pursuant to a Voting Agreement and Irrevocable Proxy between Mr.
 Vasquez and Intrepid, pursuant to which Intrepid is authorized to vote and exercise all voting rights with respect to such shares;
 242,500 shares of common stock issuable upon the exercise of options held by Mr. Toghraie that are exercisable within 60 days of
 August 18, 2025; and 772,838 shares of common stock that may be acquired upon the conversion of Series A Preferred Stock held directly
 by Intrepid, over which Mr. Toghraie and Intrepid have shared dispositive power. The terms of the Voting Agreement and Irrevocable
 Proxy will expire on the earlier of: (i) October 17, 2026, (ii) such date and time designated by Intrepid in a written notice to
 Mr. Vasquez or (iii) the written agreement of Intrepid and Mr. Vasquez to terminate such agreement. The Series A Preferred Stock
 is convertible into shares of common stock on a twenty-for-one basis, at the option of the holder at any time; provided, 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 Company's common stock, as determined in accordance with Sections 13(d) and (g) of the Exchange Act
 and the rules and regulations thereunder. The principal business office of Intrepid is located at 325 N. Maple Drive, #5114, Beverly
 Hills, California 90210.

 - 25 -

 (2)

 Based on a Schedule 13D/A filed with the SEC on April 2, 2025 by Jeff Toghraie, Intrepid, and Don
 Frank Nathaniel Vasquez, Mr. Vasquez has sole voting power over 1,251 shares of common stock, sole dispositive power over 1,276,251
 shares of common stock and shared voting power over 1,275,000 shares of common stock with Intrepid and Mr. Toghraie, pursuant to
 a Voting Agreement and Irrevocable Proxy between Mr. Vasquez and Intrepid, pursuant to which Intrepid is authorized to vote and exercise
 all voting rights with respect to such shares. The terms of the Voting Agreement and Irrevocable Proxy will expire on the earlier
 of: (i) October 17, 2026, (ii) such date and time designated by Intrepid in a written notice to Mr. Vasquez or (iii) the written
 agreement of Intrepid and Mr. Vasquez to terminate such agreement. The principal business address of Mr. Vasquez is 4700 Summerville
 Lane, Prosper, Texas 75078.

 (3)

 The principal address of Shircoo, Inc. is 2350 Allview Terrace East, Los Angeles, California 90068.

 (4)

 Based on a Schedule 13D/A filed with the SEC on January 13, 2025 by Jeff Brown and BZ Capital Strategies,
 of which Mr. Brown is the co-owner, Chairman and Chief Financial Officer, and a Form 4 filed by Mr. Brown with the SEC on January
 13, 2025, Mr. Brown may be deemed to beneficially own, in the aggregate, 287,643 shares of common stock consisting of: (i) 15,143
 shares of common stock held directly by Mr. Brown; (ii) 172,500 shares of common stock issuable upon the exercise of options held
 by Mr. Brown that are exercisable within 60 days of August 18, 2025; and (iii) 100,000 shares of common stock held directly by BZ
 Capital Strategies. The principal business address of BZ Capital Strategies is 200 N. Swall Drive, Unit 513, Beverly Hills, California
 90211.

 (5)

 Includes 5,000 shares of unvested restricted stock, which will vest on January 13, 2026.

 (6)

 Includes 5,000 shares of unvested restricted stock, which will vest on January 13, 2026.

 (7)

 Includes 5,000 shares of unvested restricted stock, which will vest on January 13, 2026, and 10,000
 shares held by Anarjay Concepts Inc., of which Mr. Ohri is the principal.

 (8)

 Includes 15,000 shares of unvested restricted common stock, options to purchase 415,000 shares of
 common stock that are exercisable within 60 days of August 18, 2025, and 772,838 shares of common stock that may be acquired upon
 the conversion of Series A Preferred Stock. This group includes all current directors and executive officers as of August 18, 2025.

 Equity Compensation Plan Information

 The following table sets forth equity compensation
plan information as of May 31, 2025:

 Plan category

 Number of securities

 to be issued upon

 exercise of

 outstanding options,

 warrants and rights

 (a)

 Weighted-average

 exercise price of

 outstanding options,

 warrants and rights

 (b)

 Number of securities

 remaining available

 for future issuance

 under equity

 compensation plans

 (excluding securities

 reflected in column

 (a))

 (c)

 Equity compensation plans approved by security holders (1)

 902,750

 $

 3.48

 1,122,385

 Equity compensation plans not approved by security holders

 -

 $

 -

 -

 Total

 902,750

 $

 3.48

 1,122,385

 (1)

 Represents shares of common stock to be issued upon exercise of outstanding options to purchase common
 stock granted pursuant to the Plan as of May 31, 2025. The Plan provides for an annual increase on April 1 of each calendar year,
 beginning in 2022 and ending in 2031, subject to the approval of the Plan administrator on or 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 Plan's administrator. The number of shares
 authorized for issuance under the Plan will not change unless the Plan's administrator affirmatively approves an increase in
 the number of shares authorized for issuance prior to April 1 of the applicable year. All shares available for future issuance are
 under the Plan.

 - 26 -

 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
AND DIRECTOR INDEPENDENCE.

 Director Independence

 We are subject to the corporate governance requirements
of the NYSE American and apply the rules of the SEC and the NYSE American to evaluate the independence of our directors. The Board has
determined that, of the five Board members, each of Mr. Dunne, Ms. Hundt, and Mr. Ohri qualifies as independent under the NYSE American
listing standards. Accordingly, our Board is currently comprised of a majority of directors who qualify as independent directors under
the rules adopted by the SEC and NYSE American, and all Board committee members are independent for the purposes of the committees on
which they serve. In making such independence determinations, our Board considered the relationships that each non-employee director
has with us and all other facts and circumstances that our Board deemed relevant in determining their independence.

 Related Party Transactions

 The following is a description of transactions or
series of transactions since June 1, 2023, to which we were or will be a party, in which:

 the amount involved in the transaction exceeds the lesser of (i) $120,000 or (ii) 1% of the average of our total assets at year
 end for the last two completed fiscal years; and

 in which any of our executive officers, directors, director nominees or holders of 5% or more of any class of our voting capital
 stock, or any immediate family member of any of the foregoing, had or will have a direct or indirect material interest.

 The Company reviews and approves all related party
transactions.

 The Company's Chief Executive Officer and
Chairman, Jeff Toghraie, is the managing director of Intrepid. Intrepid has, from time to time, provided advances to the Company for working
capital purposes. Intrepid was paid approximately $227,100 in consulting fees for the year ended May 31, 2025 and $0 for the year ended
May 31, 2024. At May 31, 2025, the Company had an amount receivable from Intrepid of $222 relating to an overpayment, and as of May 31,
2024, an amount payable of $11,798. During the year ended May 31, 2025, advances from Intrepid were $6,950,210 and repayments to Intrepid
were $6,962,230. During the year ended May 31, 2024, advances from Intrepid were $8,939,403 and repayments to Intrepid were $9,085,677.
Advances made from Intrepid are short-term in nature and non-interest bearing. Additionally, pursuant to a voting agreement, effective
June 16, 2022, as amended effective November 7, 2022, with A&A and Intrepid, the Company was subject to certain limitations on our
ability to sell its capital stock until June 2024.

 The Company's Board member, Chief Financial
Officer, and Chief Operating Officer is the co-owner, Chairman and Chief Financial Officer, and has a controlling interest in BZ Capital
Strategies. BZ Capital Strategies was paid $120,000 in consulting fees for the year ended May 31, 2025 and $0 for the year ended May
31, 2024.

 - 27 -

 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

 Pursuant to the Audit Committee Charter, the Audit
Committee is required to pre-approve all auditing services and permitted non-audit services to be performed for us by our independent
registered public accounting firm, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services
described in the Exchange Act that are approved by the Audit Committee prior to the completion of the audit). For fiscal years 2025,
all services performed by our independent auditors were pre-approved by the Audit Committee.

 Fees

 The following table sets forth the fees paid to Salberg
& Company, P.A., for the fiscal years ended May 31, 2025 and 2024:

 Ended

 Ended

 Audit fees (1)

 $

 132,800

 $

 126,000

 Audit related fees (2)

 2,500

 —

 Tax fees

 —

 —

 All other fees

 —

 —

 Total

 $

 135,300

 $

 126,000

 (1)
 These fees relate to the audit of our annual financial statements
and the review of our interim quarterly financial statements.

 (2)
 These fees relate to audit related consulting.

 - 28 -

 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

 CONSOLIDATED FINANCIAL STATEMENTS

 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 May 31, 2025 and 2024

 CONTENTS

 Report of Independent Registered Public Accounting Firm (PCAOB ID: 106)

 Financial Statements:

 Consolidated Balance Sheets - As of May 31, 2025 and 2024

 Consolidated Statements of Operations - For the fiscal years ended May 31,
 2025 and 2024

 Consolidated Statements of Changes in Stockholders' Equity - For the
 fiscal years ended May 31, 2025 and 2024

 Consolidated Statements of Cash Flows - For the fiscal years ended May 31,
 2025 and 2024

 Notes to Consolidated Financial Statements

 - 29 -

 Report of Independent Registered Public Accounting
Firm

 To the Stockholders and the Board of Directors of:

 AXIL Brands, Inc.

 Opinion on
the Financial Statements

 We have audited the accompanying consolidated balance
sheets of AXIL Brands, Inc. and subsidiaries (the "Company") as of May 31, 2025 and 2024, the related consolidated statements
of operations, changes in stockholders' equity and cash flows for each of the two years in the period ended May 31, 2025, and the
related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial
statements present fairly, in all material respects, the consolidated financial position of the Company as of May 31, 2025 and 2024, and
the consolidated results of its operations and its cash flows for each of the two years in the period ended May 31, 2025, in conformity
with accounting principles generally accepted in the United States of America.

 Basis for
Opinion

 These consolidated financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial statements
based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB")
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audits in accordance with the standards
of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we
engaged to perform, an audit of internal control over financial reporting. As part of our audits we are required to obtain an understanding
of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's
internal control over financial reporting. Accordingly, we express no such opinion.

 Our audits included performing procedures to assess
the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide
a reasonable basis for our opinion.

 Critical
Audit Matters

 The critical audit matters are matters arising from
the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee
and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially
challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

 /s/ Salberg & Company, P.A.

 SALBERG & COMPANY, P.A.

 We have served as the Company's auditor since
2017.

 Boca Raton, Florida

 2295 NW Corporate Blvd., Suite 240 • Boca Raton,
FL 33431-7326

 Phone: (561) 995-8270 • Toll Free: (866) CPA-8500
• Fax: (561) 995-1920

 www.salbergco.com • info@salbergco.com

 Member National Association of Certified Valuation
Analysts • Registered with the PCAOB

 Member CPAConnect with Affiliated Offices Worldwide
• Member AICPA Center for Audit Quality

 F- 1

 CONSOLIDATED BALANCE SHEETS

 ASSETS

 CURRENT ASSETS:

 Cash

 $
 4,769,854

 $
 3,253,876

 Accounts receivable, net

 1,003,945

 509,835

 Inventory, net

 2,533,658

 3,394,023

 Due from related party

 —

 Prepaid expenses and other current assets

 947,969

 809,126

 Total Current Assets

 9,255,648

 7,966,860

 OTHER ASSETS:

 Property and equipment, net

 412,261

 260,948

 Intangible assets, net

 403,591

 309,104

 Right of use asset

 579,121

 36,752

 Deferred tax asset

 46,239

 231,587

 Other assets

 20,720

 16,895

 Goodwill

 2,152,215

 2,152,215

 Total Other Assets

 3,614,147

 3,007,501

 TOTAL ASSETS

 $
 12,869,795

 $
 10,974,361

 LIABILITIES AND STOCKHOLDERS' EQUITY

 CURRENT LIABILITIES:

 Accounts payable

 $
 866,573

 $
 967,596

 Customer deposits

 67,412

 154,762

 Contract liabilities- current

 757,355

 905,311

 Note payable - current

 3,574

 146,594

 Due to related party

 —

 11,798

 Lease liability, current

 212,543

 36,752

 Income tax liability

 310,369

 242,296

 Other current liabilities

 244,998

 332,936

 Total Current Liabilities

 2,462,824

 2,798,045

 LONG TERM LIABILITIES:

 Lease liability, long term

 404,669

 —

 Note payable, long term

 136,655

 —

 Contract liabilities- long term

 205,939

 480,530

 Total Long Term Liabilities

 747,263

 480,530

 Total Liabilities

 3,210,087

 3,278,575

 Commitments and contingencies (see Note 10)

 —

 —

 STOCKHOLDERS' EQUITY:

 Preferred stock, $ 0.0001 par value; 28,000,000 and 300,000,000 shares

 authorized as of May 31, 2025 and May 31, 2024, respectively; 27,773,500 and 42,251,750 shares issued and outstanding as of May 31, 2025 and May 31, 2024, respectively

 2,777

 4,225

 Common stock, $ 0.0001
 par value: 15,000,000
 and 450,000,000
 shares authorized as of May 31, 2025 and May 31, 2024, respectively; 6,657,717
 and 5,908,939
 shares issued and outstanding as of May 31, 2025 and May 31, 2024, respectively

 Additional paid-in capital

 8,935,547

 7,825,240

 Retained Earnings (Accumulated deficit)

 720,718

 ( 134,270
)

 Total Stockholders' Equity

 9,659,708

 7,695,786

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

 $
 12,869,795

 $
 10,974,361

 See accompanying notes to these consolidated financial
statements.

 F- 2

 CONSOLIDATED STATEMENTS OF OPERATIONS

 FOR THE YEARS ENDED MAY 31, 2025 AND 2024

 2025

 2024

 Sales, net

 $
 26,257,522

 $
 27,498,539

 Cost of sales

 7,615,954

 7,321,838

 Gross profit

 $
 18,641,568

 $
 20,176,701

 OPERATING EXPENSES:

 Sales and marketing

 $
 11,653,942

 $
 13,449,054

 Compensation and related taxes

 847,150

 949,387

 Professional and consulting

 3,275,731

 2,705,557

 General and administrative

 1,703,380

 1,569,323

 Total Operating Expenses

 $
 17,480,203

 $
 18,673,321

 INCOME FROM OPERATIONS

 $
 1,161,365

 $
 1,503,380

 OTHER INCOME (EXPENSE):

 Gain on settlement

 —

 79,182

 Other income

 11,536

 22,534

 Interest income

 139,813

 182,225

 Interest expense and other finance charges

 ( 3,898
)

 ( 4,392
)

 Other income (expense), net

 $
 147,451

 $
 279,549

 INCOME BEFORE PROVISION FOR INCOME TAXES

 $
 1,308,816

 $
 1,782,929

 Provision (benefit) for income taxes

 453,828

 ( 220,205
)

 NET INCOME

 $

 $

 Deemed dividend on preferred stock buyback

 $
 —

 $
 1,329,588

 Net income available to common shareholders

 $

 $
 3,332,722

 NET INCOME PER COMMON SHARE:

 Basic

 $
 0.13

 $
 0.57

 Diluted

 $
 0.10

 $
 0.21

 WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:

 Basic

 6,440,476

 5,868,570

 Diluted

 8,217,083

 16,168,181

 See accompanying notes to these consolidated financial
statements.

 F- 3

 CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'
EQUITY

 FOR THE YEARS ENDED MAY 31, 2025 AND 2024

 For the year ended May 31, 2025

 Retained

 Common Stock

 Additional

 Earnings/

 Total

 Preferred Stock

 Issued/Issuable

 Paid-in

 Accumulated

 Stockholders'

 Shares

 Amount

 Shares

 Amount

 Capital

 Deficit

 Equity

 Balance, May 31, 2024

 42,251,750

 $
 4,225

 5,908,939

 $

 $
 7,825,240

 $
 ( 134,270
)

 $
 7,695,786

 Stock options expense

 —

 —

 —

 —

 624,559

 —

 624,559

 Stock based compensation

 —

 —

 24,865

 484,372

 —

 484,375

 Preferred shares converted to common

 ( 14,478,250
)

 ( 1,448
)

 723,913

 1,376

 —

 —

 Net income for the year ended May 31, 2025

 —

 —

 —

 —

 —

 Balance, May 31, 2025

 27,773,500

 $
 2,777

 6,657,717

 $

 $
 8,935,547

 $
 720,718

 $
 9,659,708

 For the year ended May 31, 2024

 Additional

 Total

 Preferred Stock

 Common Stock

 Paid-in

 Accumulated

 Stockholders'

 Shares

 Amount

 Shares

 Amount

 Capital

 Deficit

 Equity

 Balance, May 31, 2023

 250,000,000

 $
 25,000

 5,863,939

 $

 $
 10,113,365

 $
 ( 3,466,992
)

 $
 6,671,959

 Restricted stock awards

 —

 —

 45,000

 62,749

 —

 62,754

 Stock options expense

 —

 —

 —

 —

 204,429

 —

 204,429

 Preferred stock buyback

 ( 207,748,250
)

 ( 20,775
)

 —

 —

 ( 2,555,303
)

 1,329,588

 ( 1,246,490
)

 Net income for the year ended May 31, 2024

 —

 —

 —

 —

 —

 Balance, May 31, 2024

 42,251,750

 $
 4,225

 5,908,939

 $

 $
 7,825,240

 $
 ( 134,270
)

 $
 7,695,786

 See accompanying notes to these consolidated financial
statements.

 F- 4

 CONSOLIDATED STATEMENTS OF CASH FLOWS

 FOR THE YEARS ENDED MAY 31, 2025 AND 2024

 2025

 2024

 CASH FLOWS FROM OPERATING ACTIVITIES

 Net income

 $

 $

 Adjustments to reconcile net income to net cash provided by operating activities:

 Depreciation and amortization

 148,498

 130,610

 (Recovery)/provision for credit losses

 ( 4,519
)

 25,471

 (Reversal of inventory obsolescence)/Inventory Obsolescence

 ( 46,895
)

 46,895

 1,108,934

 267,183

 Gain on forgiveness of account payable

 ( 218,699
)

 —

 Gain on settlement

 —

 ( 79,182
)

 Deferred income taxes

 187,922

 ( 231,587
)

 Change in operating assets and liabilities:

 Accounts receivable

 ( 489,591
)

 ( 118,290
)

 Inventory

 907,260

 ( 2,129,054
)

 Prepaid expenses and other current assets

 ( 142,668
)

 ( 7,766
)

 Accounts payable

 117,677

 138,172

 Other current liabilities

 ( 71,699
)

 4,298

 Contract liabilities

 ( 422,547
)

 ( 47,207
)

 NET CASH PROVIDED BY OPERATING ACTIVITIES

 1,928,661

 2,677

 CASH FLOWS FROM INVESTING ACTIVITIES

 Purchase of intangibles

 ( 180,815
)

 ( 22,080
)

 Purchase of property and equipment

 ( 213,483
)

 ( 138,445
)

 NET CASH USED IN INVESTING ACTIVITIES

 ( 394,298
)

 ( 160,525
)

 CASH FLOWS FROM FINANCING ACTIVITIES

 Repurchase of preferred stock

 —

 ( 1,246,490
)

 Repayment of equipment financing

 —

 ( 2,200
)

 Repayment of note payable

 ( 6,365
)

 ( 25,994
)

 Advances from a related party

 6,950,210

 8,939,403

 Repayments to a related party

 ( 6,962,230
)

 ( 9,085,677
)

 NET CASH USED IN FINANCING ACTIVITIES

 ( 18,385
)

 ( 1,420,958
)

 NET INCREASE (DECREASE) IN CASH

 1,515,978

 ( 1,578,806
)

 CASH - Beginning of year

 3,253,876

 4,832,682

 CASH - End of year

 $
 4,769,854

 $
 3,253,876

 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

 Cash paid during the year for:

 Interest

 $
 3,736

 $
 6,907

 Income taxes

 $
 137,273

 $
 —

 SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING ACTIVITIES:

 Initial recognition of right of use assets recognized as lease liability

 $
 767,269

 $
 —

 See accompanying notes to these consolidated financial
statements.

 F- 5

 AXIL BRANDS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MAY 31, 2025 AND 2024

 Note 1 – Organization

 As part of AXIL Brands, Inc.'s (together with
its subsidiaries, the "Company," "we," "us" or "our") ongoing rebranding efforts, the
Company changed its name from Reviv3 Procare Company to AXIL Brands, Inc. effective February 14, 2024. 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's
corporate headquarters are located at 9150 Wilshire Boulevard, Suite 245, Beverly Hills, California 90212. Its phone number is (888)
638-8883. In March 2022, the Company incorporated a subsidiary "Reviv3 Acquisition Corporation" (now known as "AXIL
Distribution Company") and in June 2022, completed the acquisition of certain assets of Axil & Associated Brands Corp. ("A&A").
In addition, on May 5, 2025, the Company incorporated a new wholly owned subsidiary, Sharper Vision Marketing Inc., which did not have
any material activity for the year ended May 31, 2025.

 The Company is engaged in the manufacturing, marketing,
sale and distribution of high-tech hearing and audio enhancement and protection products that provide cutting edge solutions for consumers,
with varied applications across many industries; as well as professional quality hair and skin care products. These product lines are
both sold throughout the United States, Canada, Europe and Asia. On February 14, 2024, the Company successfully completed efforts to
uplist from the over-the-counter, or OTC, markets to the NYSE American stock exchange ("NYSE American").

of Significant Accounting Policies

 Basis of Presentation and Principles of Consolidation

 The consolidated financial statements for the fiscal
years ended May 31, 2025 and 2024 have been prepared by us in accordance with accounting principles generally accepted in the United
States of America ("U.S. 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 subsidiaries. All significant intercompany accounts and transactions have
been eliminated in consolidation.

 Reverse Stock Split

 Effective as of January 16, 2024, the Company effected
a reverse stock split (the "Reverse Stock Split") of the Company's issued shares of common stock at a ratio of 1-for-20,
as approved by the Company's Board of Directors (the "Board"). The Reverse Stock Split did not affect the total number
of shares of common stock that the Company is authorized to issue and any fractional shares remaining after the Reverse Stock Split were
rounded up to the nearest whole share. The accompanying consolidated financial statements and notes to the financial statements give
retroactive effect to the Reverse Stock Split for all periods presented, unless otherwise specified.

 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. 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, and the fair value of non-cash common stock issuances.

 Reclassifications

 Certain reclassifications have been made to the prior
year to conform with the current year reporting. For the year ended May 31, 2024, $ 17,236 was reclassified from General and administrative
expenses to Cost of sales, $ 16,544 from Compensation and related taxes to General and administrative expenses, and $ 116,061 from General
and administrative expenses to Professional and consulting expenses on the accompanying consolidated statements of operations. These
reclassifications had the effect of decreasing Gross profit by $ 17,236 and decreasing Operating expenses by $ 17,236. There was no effect
on operating income or net income. Additionally, in the financing section of the accompanying consolidated statements of cash flows, Advances from
related party and Repayments to related party are presented on a gross basis.

 F- 6

 Cash and cash equivalents

 The Company considers all highly liquid debt instruments
and other short-term investments with maturities of three months or less, when purchased, to be cash equivalents. The Company maintains
cash and cash equivalent balances at one financial institution that is insured by the Federal Deposit Insurance Corporation. (See Note
12 - Concentrations).

 Accounts receivable and allowance for credit losses

 Accounts receivables is comprised of receivables
from customers and receivables from merchant processors. The Company has a policy of providing an allowance for credit losses
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
provision for credit losses 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. Prepayments to vendors for inventory was $ 643,131 and $ 472,904 as of May 31, 2025 and May 31, 2024, respectively.

 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.

 Product warranty

 The Company provides a two-year or three-year limited
warranty on its hearing enhancement and hearing protection products. The Company records the costs of repairs and replacements, as they
are incurred, to the cost of sales.

 Revenue recognition

 The Company follows Accounting Standards Codification
("ASC") 606, Revenue From Contracts With Customers. This revenue recognition standard 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.

 F- 7

 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. The
Company generally considers completion of a sales order (which requires customer acceptance of the Company's click-through
terms and conditions for website sales and authorization of payment through credit card or another form of payment for sales made over
the phone) or purchase orders from non-consumer customers as a customer contract provided that collection is considered probable. For
payments that are not made upfront by credit card, the Company assesses customer creditworthiness based on credit checks, payment history,
and/or other circumstances. For payments involving third party financier payors, the Company validates customer eligibility and reimbursement
amounts prior to shipping the product.

 Identify the performance obligations in the contract.
Product performance obligations include shipment of products and related accessories and service performance obligations include extended
warranty coverage.

 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 consists of both fixed and
variable consideration. Fixed consideration includes amounts to be contractually billed to the customer while variable consideration
includes the 30-days and 60-days right of return that applies to the hearing protection and enhancement segment and hair and skin care
segment, respectively. To estimate product returns, the Company analyzes historical return levels, current economic trends, and changes
in customer demand. Based on this information, the Company reserves a percentage of product sale revenue and accounts for the estimated
impact as a reduction in the transaction price.

 Allocate the transaction price to the performance
obligations in the contract. For contracts that contain multiple performance obligations, the Company allocates the transaction
price to the performance obligations on a relative standalone selling price basis.

 Recognize revenue when or as the Company satisfies
a performance obligation. Revenue for products is recognized at a point in time, which is generally upon shipment. Revenue for services
(extended warranty) is recognized over time on a ratable basis over the warranty period.

 As of May 31, 2025 and May 31, 2024, contract liabilities
amounted to $ 963,294 and $ 1,385,841, respectively. As of May 31, 2025 and May 31, 2024, contract liabilities associated with
unfulfilled performance obligations for warranty services offered for a period of two to three years was $841,771 and $1,251,710, respectively,
and contract liabilities associated with unfulfilled performance obligations for customers' right of return was $117,560 and $130,201,
respectively. Our contract liabilities related to warranties are expected to be recognized over a period of one year to three years.
Approximately $635,832 is expected to be recognized in year 1, $187,387 is expected to be recognized in year 2, and $18,552 is expected
to be recognized in year 3. Contract liabilities associated with gift cards purchased by customers amounted to $3,963 as of May 31, 2025
and $3,930 as of May 31, 2024.

 F- 8

 Note 2 – Basis of Presentation and Summary of Significant
Accounting Policies (continued)

 Cost of Sales

 The components of cost of sales include the cost
of the product, shipping fees and depreciation of equipment used to bring inventory to its saleable condition.

 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 $ 994,743 and $ 1,163,954 for the fiscal years ended May 31, 2025 and 2024, respectively.

 Marketing, selling and advertising

 Sales, marketing 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.

 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.

 F- 9

 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 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 sheets 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.

 F- 10

 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 t record any impairment loss during the fiscal years ended May 31, 2025 and 2024.

 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 per share of common stock

 Basic net income per share is computed by dividing
the net income by the weighted average number of common shares during the period. Diluted net income per share is computed using the
weighted average number of common shares and potentially dilutive securities outstanding during the period. For the years ended May 31,
2025 and 2024, certain stock options, preferred shares and restricted stock awards 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 dilutive common stock equivalent shares consist
of preferred stock, stock options, and restricted stock awards and were computed under the treasury stock method, using the average market
price during the period.

 The following table sets forth the computations of basic and diluted net
income per common share:

 Schedule of net loss per share

 For the Year Ended

 2025

 2024

 Net income

 $

 $

 Gain on redemption of preferred shares

 -

 1,329,588

 Income available to common shareholders

 $

 $
 3,332,722

 Weighted average basic shares

 6,440,476

 5,868,570

 Dilutive securities:

 Convertible preferred stock

 1,585,149

 10,030,861

 Stock options

 180,430

 268,750

 Restricted stock awards

 11,028

 -

 Weighted average dilutive shares

 8,217,083

 16,168,181

 Earnings per share:

 Basic

 $
 0.13

 $
 0.57

 Diluted

 $
 0.10

 $
 0.21

 F- 11

 Lease Accounting

 The Company adopted Accounting Standards Codification
Topic 842, Leases, on June 1, 2019, using the modified retrospective transition method. Under this standard, the Company is required
to recognize right-of-use ("ROU") assets and lease liabilities for substantially all leases, including those previously classified
as operating leases.

 The Company treats a contract as a lease when it
conveys the right to control the use of an identified asset for a period of time in exchange for consideration. For all leases with terms
greater than 12 months, the Company recognizes a ROU asset and a corresponding lease liability at the lease commencement date. The lease
liability is measured at the present value of the lease payments not yet paid, discounted using the Company's incremental borrowing
rate. The ROU asset is measured as the lease liability adjusted for any initial direct costs, prepaid rent, or lease incentives.

 The Company's incremental borrowing rate reflects
the rate of interest it would have to pay to borrow on a collateralized basis over a similar lease term and for an asset of similar value.
The implicit rate in the lease is used when it is readily determinable.

 ROU assets represent the Company's right to
use the leased asset over the lease term, while lease liabilities represent the obligation to make lease payments. Lease expense is recognized
on a straight-line basis over the lease term. Variable lease payments, which depend on factors such as usage or future events, are expensed
as incurred and do not result in remeasurement of the lease liability.

 The Company reviews ROU assets for impairment consistent
with the policy for long-lived assets. Recoverability is assessed whenever events or changes in circumstances indicate the carrying value
of the asset may not be recoverable. The review is based on estimated future undiscounted cash flows expected from the use of the asset.

 The Company's lease agreements do not include
residual value guarantees or restrictive covenants. The Company does not act as a lessor and does not have any finance leases at this
time.

 Segment Reporting

 The Company follows the provisions of ASC Topic 280,
 Segment Reporting. Operating segments are defined as components of the business for which discrete financial information is available
and regularly reviewed by the Company's chief operating decision maker ("CODM") to assess performance and allocate
resources. The Company's Chief Executive Officer serves as the CODM.

 The Company has determined that it operates in two
reportable segments: (a) the sale of hearing protection and hearing enhancement products, and (b) the sale of hair and skin care products.
There were no changes to the Company's reportable segments during the year ended May 31, 2025. A new legal entity was incorporated
during the fiscal year; however, it has not been reported as a separate segment as it had no operations during the reporting period.

 The Company also provides disclosures of revenue
and long-lived assets by geographic area in accordance with ASC 280. See Note 13 – "Business Segment and Geographic Area
Information" for additional information.

 Recently Adopted Accounting Pronouncements

 In November 2023, the FASB issued ASU No. 2023-07,
Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This guidance requires additional annual and interim disclosures
for reportable segments. This new standard does not affect the recognition, measurement or financial statement presentation. The amendments
are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15,
2024. The Company adopted the ASU effective June 1, 2024. The adoption of the guidance did not have a material impact on the accompanying
consolidated financial statements.

 F- 12

 Recently Issued Accounting Pronouncements

 In December 2023, the FASB issued ASU 2023-09,
Income Taxes (Topic 740): Improvements to Income Tax Disclosures, requiring additional rate-reconciliation categories, annual income
tax payments by jurisdiction, and foreign vs. domestic pre-tax income. ASU 2023-09 is effective for fiscal years beginning after
December 15, 2024. The Company has not early adopted this guidance. The Company is currently evaluating the impact of this standard on
its future income tax disclosures.

 In November 2024, the FASB issued ASU 2024-03, Income
Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), which requires entities to
provide more detailed disaggregation of expenses in the income statement, focusing on the nature of the expenses rather than their function.
The new disclosures will require entities to separately present expenses for significant line items, including but not limited to, depreciation,
amortization, and employee compensation. Entities will also be required to provide a qualitative description of the amounts remaining
in relevant expense captions that are not separately disaggregated quantitatively, disclose the total amount of selling expenses and,
in annual reporting periods, provide a definition of what constitutes selling expenses. This pronouncement is effective for fiscal years
beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.
The Company does not expect the adoption of this new guidance to have a material impact on the 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.

 Note 3 – Accounts Receivable, net

 Accounts receivable, net consisted of the following:

 Schedule of accounts receivable

 Customers receivable

 $
 922,616

 $
 524,730

 Merchant processor receivable

 185,719

 78,417

 Less: Allowance for credit losses

 ( 104,390
)

 ( 93,312
)

 Accounts receivables, net

 $
 1,003,945

 $
 509,835

 During the year ended May 31, 2025, the Company recognized
a net recovery from credit losses of $ 4,519, primarily due to recoveries of previously written-off receivables. During the year ended
May 31, 2024, the Company recorded a provision of credit losses of $ 25,471.

 Note 4 – Inventory, net

 Inventory, net consisted of the following:

 Schedule of inventory

 Finished Goods

 $
 2,509,840

 $
 3,190,344

 Raw Materials

 23,818

 203,679

 Inventory, net

 $
 2,533,658

 $
 3,394,023

 At May 31, 2025 and 2024, inventory held at third
party locations amounted to $ 109,706 and $ 58,242, respectively. At May 31, 2025 and 2024, there was $ 174,564 and $ 15,738 inventory in-
transit, respectively. As of May 31, 2025 and May 31, 2024, the Company provided $ 0 and $ 46,895, respectively, as obsolescence reserve
on certain slow-moving inventory.

 F- 13

 Note 5 – Property and Equipment

 Property and equipment, stated at cost, consisted
of the following:

 Schedule of property and equipment

 Estimated Life

 Promotional display racks

 2 years

 $
 62,944

 $
 30,709

 Furniture and fixtures

 5 years

 57,137

 5,759

 Computer equipment

 3 years

 18,558

 22,130

 Plant equipment

 5 - 10 years

 390,028

 264,168

 Office equipment

 5 - 10 years

 8,838

 8,838

 Automobile

 5 years

 24,347

 24,347

 Less: Accumulated depreciation

 ( 149,591
)

 ( 95,003
)

 Total Property, plant and equipment, net

 $
 412,261

 $
 260,948

 Depreciation expense totaled $ 62,171 and $ 34,961
for the fiscal years ended May 31, 2025 and 2024, respectively. Of these amounts, $ 31,431 and $ 17,236 were classified within cost of
sales for the years ended May 31, 2025 and 2024, respectively, with the remainder included in general and administrative expenses in
the accompanying statements of operations.

 Note 6 – Intangible Assets

 Intangible assets consisted of the following:

 Schedule of intangible assets

 Estimated Life

 Licensing rights

 3 years

 $
 22,080

 $
 34,024

 Customer relationships

 3 years

 70,000

 70,000

 Trade names

 10 years

 275,000

 275,000

 Website

 5 years

 100,000

 100,000

 Product certification testing

 3 years

 180,815

 -

 Less: Accumulated amortization

 ( 244,304
)

 ( 169,920
)

 Intangible assets, net

 $
 403,591

 $
 309,104

 Amortization expense amounted to $ 86,327 and $ 95,649
for the fiscal years ended May 31, 2025 and 2024, respectively.

 Goodwill was $ 2,152,215 as of May 31, 2025 and 2024.

 Intellectual Property

 As of May 31, 2025, the Company held three active
U.S. patents and one pending U.S. patent application relating to its core technologies. These patents expire at various times between
2035 and 2038. The Company also owns seven federally registered trademarks in the United States, which it considers to be of material
importance to its business. All trademark registrations are currently in good standing and are renewed as required.

 The Company historically has not capitalized costs associated
with internally developed patents or trademarks, as they did not meet the criteria for capitalization under U.S. GAAP. As such, no intangible
assets related to intellectual property has been recorded on the accompanying consolidated balance sheets.

 F- 14

 Note 7 – Other Current Liabilities

 Other current liabilities were comprised of the following:

 Schedule of other current liabilities

 Credit Cards

 $
 1,863

 $
 5,734

 Sales Tax Payable

 218,828

 231,283

 Royalty Payment Accrual

 -

 3,376

 Accrued expenses

 24,307

 92,543

 Total other current liabilities

 $
 244,998

 $
 322,936

 Note 8 – 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, which is administered under the authority and
regulations of the U.S. Small Business Administration pursuant to the Economic Injury Disaster Loan Program (the "EIDL") of
the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"). The Loan, which is evidenced by a note dated May
18, 2020, bears interest at an annual rate of 3.75 % and is payable in installments of $731 per month, beginning May 18, 2021
until May 18, 2050. The Company has to maintain a hazard insurance policy including fire, lightning, and extended coverage on all items
used to secure this loan to at least 80% of the insurable value. Proceeds from loans granted under the CARES Act are intended to be used
for payroll, costs to continue employee group health care benefits, rent, utilities, and certain other qualified costs (collectively,
"qualifying expenses"). The Company used the loan proceeds for qualifying expenses. During the fiscal year ended May 31,
2022, the Company received a loan forgiveness for $ 10,000 and an additional $ 10,000 of borrowings under the program. The Company recorded
interest expense related to the Loan, on the accompanying consolidated financial statements, of $ 3,736 and $ 5,776, as of May 31, 2025
and 2024, respectively. The Company is currently in compliance with the terms of the loan and has presented the long-term payments in
accordance with the agreement.

 Schedule of notes payable

 Economic Injury Disaster Loan Program (EIDL)

 $
 140,229

 $
 146,594

 Total

 140,229

 146,594

 Less: Current portion

 ( 3,574
)

 ( 146,594
)

 Non-current portion

 $
 136,655

 $
 -

 The amounts of loan payments due in the next fiscals
year ended May 31, are as follows:

 Schedule of notes payments due in the next twelve months

 Total

 2026

 $
 3,574

 2027

 3,712

 2028

 3,852

 2029

 3,999

 2030

 4,152

 Thereafter

 120,940

 Total

 $
 140,229

 During the fiscal year ended May 31, 2019, the Company
purchased a forklift under an installment purchase plan. The loan amount was $ 16,500 payable in 60 monthly installment payments of $ 317
 comprising of principal payment of $ 275 and interest payment of $ 42. The loan was fully paid off during the year ended May 31, 2024.
As at May 31, 2025 and 2024, the balance outstanding on the loan was $ 0 and $ 0, respectively. The Company recorded an interest expense
of $ 0 and $ 500, associated with the equipment financing during the fiscal years ended May 31, 2025 and 2024, on the loan in the
accompanying consolidated financial statements.

 F- 15

 Note 9 – Stockholders' Equity

 Shares Authorized

 As of May 31, 2025 and 2024, the authorized capital
of the Company consisted of 15,000,000 and 450,000,000 shares of common stock, par value $ 0.0001 per share, respectively, and 28,000,000
and 300,000,000 shares of preferred stock, par value $ 0.0001 per share, respectively.

 On April 8, 2025, the Board of Directors approved,
and the holders of a majority of the Company's outstanding voting securities approved by written consent, an amendment to the Company's
Certificate of Incorporation to reduce the authorized shares of common stock from 450,000,000 to 15,000,000, authorized shares of preferred
stock from 300,000,000 to 28,000,000, and designated shares of Series A Preferred Stock from 250,000,000 to 27,773,500.The par value
and rights of the shares remained unchanged. The amendment became effective upon filing with the Delaware Secretary of State on May 19,
2025.

 Effective as of January 16, 2024, the Company effected
the Reverse Stock Split of the Company's issued shares of common stock at a ratio of 1-for-20, as approved by the Company's
Board of Directors (the "Board"). The Reverse Stock Split did not change the par value of the common stock, modify any voting
rights or other terms of the common stock. The total number of shares of common stock that the Company is authorized to issue remained
unchanged and any fractional shares remaining after the Reverse Stock Split were rounded up to the nearest whole share. The accompanying
consolidated financial statements and notes to the financial statements give retroactive effect to the Reverse Stock Split for all periods
presented, unless otherwise specified.

 Preferred Stock

 The preferred stock may be issued from time to time
in one or more series. The Board 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 in the resolution adopted by the Board providing the issuance
of such shares. The Board 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, following the Reverse Stock Split of the Company's common
stock, are convertible into shares of the Company's common stock at a twenty-to-one ratio. These 250,000,000 shares of non-voting
Series A Preferred Stock were valued at the fair market value of $ 3,100,000 at issuance.

 The holders of shares of Series A Preferred Stock
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 Company or any holder or holders
of the Series A Preferred Stock. The shares of Series A Preferred Stock are convertible at the option of the holder thereof, into one
fully paid and nonassessable share of common stock for each 20 shares of Series A Preferred 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 Company's common stock as determined in accordance with Sections 13(d) and (g) of the Exchange Act and the applicable
rules and regulations thereunder.

 The conversion provisions of the Company's
Series A Preferred Stock were proportionately adjusted in connection with the Reverse Stock Split, and the number of shares of Series
A Preferred Stock issued and outstanding was not affected by the Reverse Stock Split.

 F- 16

 Note 9 – Stockholders' Equity (continued)

 On March 5, 2024, the Company entered into repurchase
agreements with certain stockholders of the Company to purchase in the aggregate 207,748,250 shares of Series A Preferred Stock
of the Company (equivalent, in aggregate, to 10,387,413 shares of the Company's common stock on an as converted basis) for the
aggregate cash consideration of $ 1,246,490. Such repurchase was approved by the Company's Board of Directors. Following the repurchase, 42,251,750 shares
of Series A Preferred Stock remained outstanding. The Company recorded a credit of $ 1,329,588 to the retained earnings, in the fiscal
year 2024, for the difference between the carrying value of the preferred stock repurchased and the cash paid to the stockholders.

 During the year ended May 31, 2025, certain stockholders
of 14,478,250 preferred shares converted their preferred stock into 723,913 shares of common stock.

 As of May 31, 2025 and 2024, 27,773,500 and
 42,251,750 shares of Series A Preferred Stock were issued and outstanding, respectively.

 Effective March 24, 2025, the Company's
board of directors ratified certain past actions which provided that all shares of preferred stock that were repurchased by the Company
along with those that were converted into shares of common stock would be considered retired. The Company retired 222,226,500 shares
of Series A Preferred Stock that were previously repurchased by the Company or converted into shares of common stock prior to such date.

 Common Stock

 As of May 31, 2025, 6,657,717 shares of common stock
were issued and outstanding.

 See Preferred Stock and Restricted Stock Awards and
Restricted Shares Issued sections within this note for additional information regarding common stock issued during the years May 31,
2025 and 2024.

 The Reverse Stock Split (See Note 2), did not change
the par value of the common stock, modify any voting rights or other terms of the common stock, or change the number of authorized shares
of the Company. Any fractional shares remaining after the Reverse Stock Split were rounded up to the nearest whole share.

 Stock Options

 Effective February 14, 2024, the Board amended the
Company's original 2022 Equity Incentive Plan (as amended, the "Plan"), which was originally approved on March 21,
2022. The effective date of the amended Plan was October 31, 2023. On October 8, 2024, the Board of Directors approved the amendment
and restatement of the Plan in order to increase the number of shares authorized for issuance under the Plan by 800,000 shares, any or
all of which may be issued pursuant to grants of "incentive stock options" (within the meaning of Section 422 of the Internal
Revenue Code). The amendment and restatement of the Plan became effective December 18, 2024, following shareholder approval.

 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 March 20, 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.

 F- 17

 Note 9 – Stockholders' Equity (continued)

 The total number of shares initially authorized for
issuance under the Plan was 500,000 shares. The Plan has since been amended to increase the number of shares authorized for issuance
under the Plan to 2,050,000 shares of common stock. 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 potential 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.

 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 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 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.

 F- 18

 Note 9 – Stockholders' Equity (continued)

 On January 2, 2025, the Company issued stock options
to one employee to purchase, in aggregate, up to 5,000 shares of its common stock, at an exercise price of $ 4.00 per share
valued at $ 20,000 and expiring on December 31, 2034. The options vest quarterly over a year beginning on March 1, 2025.

 On November 13, 2024, the Company issued stock options
to one employee to purchase, in aggregate, up to 5,000 shares of its common stock, at an exercise price of $ 4.00 per share
valued at $ 20,000 and expiring on October 31, 2034. The options vest quarterly over a year beginning on February 28, 2025.

 On October 14, 2024, the Company issued to two Company
officers stock options to purchase, in the aggregate, up to 600,000 shares of its common stock, at an exercise price of $ 4.01
per share valued at $ 2,406,000 and expiring in ten years from the date of grant. The options vest over forty-eight equal monthly installments
starting on the grant date.

 During the year ended May 31, 2024, the
Company issued stock options, to two consultants, to purchase, in the aggregate, up to 24,000 shares of its common stock, at an exercise
price equal to the Company's closing price on the NYSE American on the date of grant which ranged from $ 5.94 -$ 10.39. The options
are valued at approximately $ 195,960 and expire in ten years from the date of grant.

 The following table presents the range of assumptions
used to estimate the fair value of the stock options granted during year ended May 31, 2025:

 Schedule of stock option assumptions

 2025

 Risk free interest rate

 3.84 % - 4.43

 %

 Expected life

 5 - 7 years

 Expected volatility

 458 % - 467

 %

 Expected dividend

 -

 The following table summarizes the activities for
the Company's stock option activity for the years ended May 31, 2025 and 2024:

 Schedule of summarizes relating to the Company's stock

 Number of
 Options

 Weighted Average
 Exercise Price

 Weighted Average
 Remaining Term

 Outstanding as of June 1, 2023

 268,750

 $
 1.83

 7.8

 Granted

 -

 -

 Exercised

 -

 -

 Forfeited

 -

 -

 Outstanding as of May 31, 2024

 268,750

 $
 1.83

 7.8

 Granted

 634,000

 4.17

 Exercised/Forfeited

 -

 -

 Outstanding as of May 31, 2025

 902,750

 $
 3.48

 8.7

 Less: Unvested at May 31, 2025

 ( 511,500
)

 4.03

 5.3

 Vested at May 31, 2025

 391,250

 $
 2.74

 7.7

 During the year ended May 31, 2025, the Company expensed
$ 624,559 with respect to options, of which $430,959 was included in General and administrative, and $193,600 in Sales and marketing,
respectively, in the accompanying consolidated statements of operations. During the year ended May 31, 2024, the Company expensed $ 204,429
with respect to stock options, which was included in General and administrative in the accompanying consolidated statements of operations.

 The aggregate intrinsic value is calculated as the
difference between the exercise price of the underlying awards and the quoted price of the Company's common stock for options that
were in-the-money at each respective period. As of the May 31, 2025, the aggregate intrinsic value was $ 1,382,078.

 F- 19

 Note 9 – Stockholders' Equity (continued)

 Restricted Stock Awards and Restricted Shares Issued

 The Company's non-employee directors participate
in the Company's non-employee director compensation arrangements. Under the terms of those arrangements and pursuant to the Plan,
on January 13, 2025, the Company granted each of its three non-employee director Board members 5,000 restricted stock awards for an aggregate
of 15,000 shares of the Company's common stock that will vest on the one-year anniversary of the grant, subject to the respective
director's continued service as a member of the Board, with a total grant date fair value of $ 62,250 based on the stock price on the grant date.

 Effective April 10, 2025, the Company issued 7,865
shares of restricted stock to a consultant. Fifty percent of the shares vested immediately upon grant, and the remaining shares are scheduled
to vest on November 30, 2025, subject to the consultant's continued service through that date. The total grant date fair value
of the award was $ 35,786 based on the stock price on the grant date.

 Effective May 28, 2024, a former officer entered
into a Separation Agreement and Release (the "Release"), which includes a standard release of claims and confidentiality
and non-disparagement provisions. As consideration for signing the Release, the Company entered into a Consulting Agreement, dated May
28, 2024, with the former officer (the "Consulting Agreement"), pursuant to which the former officer agreed to provide transition
services to the Company through October 31, 2024, unless the Consulting Agreement is terminated earlier. Pursuant to the Consulting Agreement,
as compensation for services as a consultant, the former officer was granted 30,000 shares of restricted common stock valued at $298,800,
which vested upon grant.

 Effective February 14, 2024, the Company granted
each of its three non-employee director Board members 5,000 restricted stock awards for an aggregate of 15,000 shares of the Company's
common stock that will vest on the one-year anniversary of the grant, subject to the respective director's continued service as
a member of the Board, with a total grant date fair value of $ 195,000.

 Effective November 13, 2024, the Company issued 2,000
shares of restricted common stock to a consultant for services relating to expansion of the Company into new markets. The shares were
valued at $ 8,000 based on the Company's closing price on the NYSE American on the date of grant. The shares vested upon grant and
will be expensed over the six month service period of the consultant beginning from the grant date.

 The fair value of the stock grants is being recorded
over the term of the service related to each grant. During the year ended May 31, 2025, the Company expensed $ 484,375 related to restricted
stock awards and restricted stock expense, of which $476,375 was included in General and administrative and $8,000 in Sales and marketing,
on the accompanying consolidated statements of operations. During the year ended May 31, 2024, the Company expensed $ 62,754 related to
restricted stock awards and restricted stock expense, which was included in General and administrative in the accompanying consolidated
statements of operations.

 F- 20

 Note 10 – Commitments and Contingencies

 Leases

 The Company had a lease agreement in connection with
its previous 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 was $ 6,098 per month for the first year and increased by a certain amount the following year. Upon expiration of the
lease on December 1, 2024, the Company did not renew the lease.

 On October 12, 2024, the Company entered into a lease
in Beverly Hills, California for a term beginning November 1, 2024 and ending January 31, 2029. The base rent is $11,168 per month for
the first twelve months and shall increase for each twelve-month period thereafter. The lease provides for rent abatement during months
2, 15, and 30.

 On September 10, 2024, the Company entered into a
sublease in American Fork, Utah for a three year term beginning October 1, 2024. The base rent is $0 for the first three months
and $7,684 per month for the next nine months. The rent shall increase for each twelve-month period, thereafter. An additional
amount of $1,210 shall be due each month for the additional overheads. The company previously leased warehouse space in Utah under a month-to-month lease agreement.

 The Company's lease agreements do not contain
any residual value guarantees or restrictive covenants. The Company's lease agreements do not have an explicit renewal option,
and the termination options are available in the event of material breaches. Both leases are classified as operating leases under ASC
842.

 The Company computed an initial lease liability of
$ 767,269 for the two new lease agreements and an initial ROU asset in the same amount which was recorded on the books at the commencement
of the leases. During the years ended May 31, 2025 and May 31, 2024, the Company recorded operating lease costs in the amount of $ 193,077 and
$ 74,635, respectively. Operating lease and short-term lease expenses are included in General and administrative expenses on the accompanying
consolidated statements of operations.

 The weighted average remaining term and discount
rate for the Company's operating leases as of May 31, 2025, was 3.3 years and 13.1 %, respectively.

 Supplemental balance sheet information related to
leases was as follows:

 Schedule of supplemental balance sheet information

 Assets

 Right of use assets

 $
 861,294

 $
 131,970

 Accumulated reduction

 ( 282,173
)

 ( 95,218
)

 Operating lease assets, net

 $
 579,121

 $
 36,752

 Liabilities

 Lease liability

 $
 861,294

 $
 131,970

 Accumulated reduction

 ( 244,082
)

 ( 95,218
)

 Total lease liability, net

 617,212

 36,752

 Current portion

 ( 212,543
)

 ( 36,752
)

 Non-current portion

 $
 404,669

 $
 -

 Maturities of operating lease liabilities were as
follows as of May 31, 2025:

 Schedule of maturities of operating lease liabilities

 Operating Lease (fiscal year-end)

 2026

 $
 246,575

 2027

 257,647

 2028

 206,270

 2029

 119,790

 Total

 $
 830,282

 Less: Imputed interest

 ( 213,070
)

 Present value of lease liabilities

 $
 617,212

 F- 21

 Note 10 – Commitments and Contingencies
(continued)

 Accounts Payable

 During the year ended May 31, 2025, the Company
renewed its relationship with an entity, and as a result of the agreement, $ 218,699 previously due in relation to royalties, was
forgiven and included in Sales and marketing in the accompanying Consolidated Statements of Operations.

 Contingencies

 From time to time, we become involved in various
lawsuits and legal proceedings which arise in the ordinary course of business. Where it is probable that we will incur a loss and the
amount of the loss can be reasonably estimated, we record a liability in our financial statements. In evaluating matters for accrual
and disclosure purposes, we take into consideration factors such as our historical experience with matters of a similar nature, the specific
facts and circumstances asserted, the likelihood of our prevailing, the availability of insurance, and the severity of any potential
loss. We reevaluate and update accruals as matters progress over time. These legal accruals may be increased or decreased to reflect
any relevant developments on a quarterly basis. Where a loss is not probable or the amount of the loss is not estimable, we do not record
an accrual, consistent with applicable accounting guidance. In the opinion of management, while the outcome of such claims and disputes
cannot be predicted with certainty, our ultimate liability in connection with these matters is not expected to have a material adverse
effect on our results of operations, financial position or cash flows, and the amounts accrued for any individual matter are not material.
However, legal proceedings are inherently uncertain, and there can be no assurance that any expense, liability, or damages that may ultimately
result from the resolution of these matters will be covered by our insurance or will not be in excess of amounts recognized or provided
by insurance coverage. As a result, the outcome of a particular matter or a combination of matters may be material to our results of
operations for a particular period, depending upon the size of the loss or our income for that particular period.

 Note 11 – Related Party Transactions

 The Company's Chairman and 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 and is paid consulting fees throughout the year. Intrepid was paid approximately
$ 227,100 in consulting fees for the year ended May 31, 2025. At May 31, 2025, the Company had an amount receivable from Intrepid of $ 222
relating to an overpayment, and as of May 31, 2024, an amount payable of $ 11,798. During the year ended May 31, 2025, advances from Intrepid were $ 6,950,210
and repayments to Intrepid were $ 6,962,230. During the year ended May 31, 2024, advances from Intrepid were $ 8,939,403 and repayments
to Intrepid were $ 9,085,677. Advances made from Intrepid are short-term in nature
and non-interest bearing. Additionally, pursuant to a voting agreement, effective June 16, 2022, as amended effective November 7, 2022,
with A&A and Intrepid Global Advisors, we were subject to certain limitations on our ability to sell our capital stock until June
2024.

 The Company's Board Member, Chief Financial
Officer, and Chief Operating Officer is the co-owner, Chairman and Chief Financial Officer, and has a controlling interest in BZ Capital
Strategies. BZ Capital Strategies was paid $ 120,000 in consulting fees for the year ended May 31, 2025.

 F- 22

 Note 12 – 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. At May 31, 2025 and 2024, the Company held cash in various
accounts of approximately $ 4,019,854 and $ 3,003,876, respectively, in excess of federally insured limits. The Company has not experienced
any losses in such accounts through May 31, 2025.

 Concentration of Revenue, Accounts Receivable,
Product Line, and Supplier – Hearing Enhancement and Protection Products

 The majority of hearing enhancement and protection
products are sold direct-to-consumer. There was no single customer that accounted for greater than 10% of total sales of segment sales
and consolidated sales for the years ended May 31, 2025 and 2024.

 During the fiscal year ended May 31, 2025, hearing
enhancement and protection sales to customers outside the United States represented approximately 5 % segment net sales, which consisted
of 2.9 % from Canada and the remaining from various countries. During the fiscal year ended May 31, 2024, hearing enhancement and protection
sales to customers outside the United States represented approximately 4 % of segment net sales, which consisted of 3.5 % from Canada and
the remaining from various countries.

 During the fiscal years ended May 31, 2025 and 2024
sales of hearing enhancement and protection products were comprised of the following:

 Schedule of sales by product line

 For The Fiscal Years Ended May 31,

 Hearing Enhancement and Protection Products

 2025

 2024

 In-ear protection devices

 %

 %

 Over-ear protection devices

 %

 %

 Accessories and others

 %

 %

 Total

 %

 %

 As of May 31, 2025, two customers accounted for accounts
receivable greater than 10% of segment account receivable, aggregating to 26 % consisting of 13 % each. At May 31, 2024, there was no accounts
receivable for hearing enhancement and protection products that accounted for more than 10% of total segment account receivable.

 Manufacturing is outsourced primarily overseas via
a number of third-party vendors. The two largest vendors accounted for 67 % and 23 %, respectively, of all purchases related to hearing
enhancement and protection products, for the year ended May 31, 2025 and one vendor accounting for 87 % of all purchases in the segment
for the year ended May 31, 2024.

 Concentration of Revenue, Accounts Receivable,
Product Line, and Supplier – Hair and Skin Care Products

 During the fiscal year ended May 31, 2025, hair and
skin care product sales to one customer which represented over 10% of total segment sales, aggregating to 36 % of the segment's
net sales, and 2.1 % of the Company's consolidated net sales. During the fiscal year ended May 31, 2024 hair and skin care product
sales to three customers, which each represented over 10% of segment net sales, aggregated to approximately 47 % of the segment's
net sales at 27 %, 10 % and 10 %, and represented 2.4% of consolidated total sales.

 During the fiscal year ended May 31, 2025, hair and
skin care product sales to customers outside the United States represented approximately 31 % of segment net sales, which consisted of
 28 % from Canada and 3 % from Italy and during the fiscal year ended May 31, 2024 hair and skin care product sales to customers outside
the United States represented approximately 29 % of segment net sales which consisted of 28 % from Canada and 1 % from Italy.

 During the fiscal year ended May 31, 2025, hair and
skin care product sales by product line which each represented over 10% of the segment sales consisted of approximately 31 % from
sales of hair shampoo, and 24 % from sales of hair conditioner and 21 % from bundle kits. During the fiscal year ended May 31, 2024, hair
and skin care product sales by product line which each represented over 10% of sales consisted of approximately 22 % from sales of
hair shampoo, and 17 % from sales of hair conditioner and 23 % from bundle kits.

 F- 23

 Note 12 – Concentrations (continued)

 During the fiscal years ended May 31, 2025 and 2024,
sales for the hair and skin care product lines comprised of the following:

 Schedule of sales by product comprised

 For the Fiscal Years ended

 Hair and Skin Care Products

 Shampoos and Conditioners

 %

 %

 Ancillary Products

 %

 %

 Total

 %

 %

 At May 31, 2025, accounts receivable for hair and
skin care products that accounted for more than 10% of the segment's total accounts receivable aggregated to 60 % and represented
three customers at 28 %, 17 %, and 15 %. At May 31, 2024, there was no accounts receivable for hair and skin care products that accounted
for more than 10% of sales transactions which is due to the fact that products were sold primarily through direct-to-consumer.

 Hair and skin care product purchased inventories
and products from two vendors represented approximately 98 % of segment purchases at 79 % and 19 %, during the year ended May 31, 2025,
and during the year ended May 31, 2024 two vendors represented 97 % of segment purchases at 77 % and 20 %.

 F- 24

 Note 13 – Business Segment and Geographic Area Information

 Business Segments

 The Company operates in two reportable segments:
Hearing Enhancement and Protection and Hair and Skin Care. The segments are determined based on the nature of the products sold and how
the business is managed. On May 5, 2025, the Company incorporated a new wholly owned subsidiary, Sharper Vision Marketing Inc., which
did not have any material activity for the year ended May 31, 2025.

 The Chief Operating Decision Maker ("CODM")
is the Company's Chief Executive Officer. The CODM evaluates segment performance and allocates resources based primarily on
a segment profit measure referred to as Segment non-cash operating income, which the Company has concluded is the measure of segment
profitability. This non-GAAP measure is defined as operating income from segment operations before depreciation and amortization, stock-based
compensation expense and corporate expenses. Corporate expenses primarily include insurance, expenses related to operating as a public
company—including fees paid to related parties for executive management services—corporate office rent, and stock-based compensation
for management.

 The CODM reviews Segment non-cash operating income
for each segment regularly to assess performance and to make decisions regarding the allocation of resources.

 A reconciliation of Segment non-cash operating income
to the most directly comparable measure under U.S. GAAP is Income from Operations and is included in the table below.

 The Company's segment information is as follows:

 Schedule of segment information

 For the years ended,

 Hearing

 enhancement and

 protection

 Hair and skin

 care

 Consolidated

 Hearing

 enhancement and

 protection

 Hair and skin

 care

 Consolidated

 Sales, net

 $
 24,735,101

 $
 1,522,421

 $
 26,257,522

 $
 26,115,662

 $
 1,382,877

 $
 27,498,539

 Cost of sales

 6,928,245

 687,709

 7,615,954

 6,814,190

 507,648

 7,321,838

 Gross profit

 $
 17,806,856

 $
 834,712

 $
 18,641,568

 $
 19,301,472

 $
 875,229

 $
 20,176,701

 Operating expenses (Adjusted for non-cash items):

 Sales and marketing

 $
 11,000,206

 $
 452,136

 $
 11,452,342

 $
 12,962,298

 $
 486,756

 $
 13,449,054

 Compensation and related taxes

 814,603

 32,547

 847,150

 753,383

 44,278

 797,661

 Professional and consulting

 2,012,612

 8,685

 2,021,297

 2,284,246

 154,128

 2,438,374

 General and administrative

 467,540

 184,284

 651,824

 585,566

 7,336

 592,902

 Total segment expenses adjusted for non-cash items

 $
 14,294,961

 $
 677,652

 $
 14,972,613

 $
 16,585,493

 $
 692,498

 $
 17,277,991

 Segment non-cash operating income

 $
 3,511,895

 $
 157,060

 $
 3,668,955

 $
 2,715,979

 $
 182,731

 $
 2,898,710

 Depreciation and amortization

 148,498

 130,610

 1,108,934

 267,183

 Corporate expenses (1)

 1,250,158

 997,537

 Income from Operations

 $
 1,161,365

 $
 1,503,380

 Total Assets (2)

 $
 8,109,272

 $
 4,760,523

 $
 12,869,795

 $
 7,802,282

 $
 3,172,079

 $
 10,974,361

 Payments for property and equipment and intangible assets

 $
 392,428

 $
 1,870

 $
 394,298

 $
 160,525

 $
 —

 $
 160,525

 Depreciation and amortization

 $
 144,955

 $
 3,543

 $
 148,498

 $
 125,057

 $
 5,553

 $
 130,610

 (1)

 For the year ended May
31, 2025, compensation paid to the CFO for operational responsibilities within the business is excluded from corporate expenses and include
in the respective segment costs.

 For the year ended May 31, 2024, the former CFO's
 compensation related solely to public company responsibilities and is therefore entirely included in corporate expenses.

 (2)

 As of May 31, 2025, Total Assets in the Company's Hearing enhancement and protection segment includes
 $10,000 related to cash held by the Company's recently incorporated subsidiary.

 Geographic Area Information

 During the fiscal years ended May 31, 2025 and 2024,
approximately 93 % and 95 %, respectively, of our consolidated net sales were to customers located in the U.S. (based on the customer's
shipping address). All Company assets are located in the U.S.

 F- 25

 Note 14 – Income Taxes

 The Company is subject to U.S. federal rate of 21.0 %
and California state tax rate of 8.84 %
and Utah State tax rate of 4.55 %.

 The income taxes expense (benefit) for years ended
May 31, 2025 and 2024 consists of the following:

 Schedule of income taxes expense (benefit)

 For The Fiscal Years Ended May 31,

 2025

 2024

 Current

 Federal

 $
 206,950

 $
 92,406

 State

 61,530

 81,870

 Deferred

 Federal

 268,985

 ( 394,481
)

 State

 ( 83,637
)

 -

 Income tax expense (benefit)

 $
 453,828

 $
 ( 220,205
)

 The following table reconciles the Company's
income tax expense (benefit) at the U.S. federal statutory rate to the actual income tax expense (benefit) for the years ended May 31,
2025 and 2024:

 Schedule of federal income tax

 For The Fiscal Years Ended May 31,

 2025

 2024

 Tax expense (benefit) computed at statutory rate of 21%

 $
 274,854

 $
 374,415

 State tax expense (benefit) blended rate

 ( 36,988
)

 81,870

 Permanent differences

 55,585

 87,614

 Deferred tax true up

 173,638

 ( 366,891
)

 Other

 ( 13,261
)

 ( 397,213
)

 Tax expense (benefit)

 $
 453,828

 $
 ( 220,205
)

 Deferred income taxes reflect the net tax effects
of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used
for income tax purposes.

 The effects of temporary differences that gave rise
to significant portions of deferred tax assets and liabilities at May 31, are as follows:

 Schedule of deferred tax assets and liabilities

 As of May 31,

 2025

 2024

 Deferred tax assets

 Property, Plant and Equipment

 $
 ( 101,415
)

 $
 -

 Intangibles

 ( 59,238
)

 -

 Net operating loss

 90,060

 231,587

 163,018

 -

 Others

 ( 46,186
)

 -

 Total gross deferred tax assets

 46,239

 231,587

 Less: Deferred tax asset valuation allowance

 -

 -

 Deferred tax liabilities

 -

 -

 Total net deferred tax assets

 $
 46,239

 $
 231,587

 There was no valuation allowance at May 31, 2025
and 2024.

 As of May 31, 2025, the Company had California
net operating loss ("NOL") carryforwards of $1,289,587. These NOLs are available to offset future taxable income, subject
to applicable limitations. California NOLs are generally subject to a 20-year carryforward period. As of May 31, 2025, the Company did
not have any federal or Utah NOL carryforwards.

 During the year ended May 31, 2025, the Company utilized
approximately $465,613 of its federal NOLs and $123,216 of its California NOLs to offset taxable income. Based on recent operating results
and projected future income, management believes it is more likely than not that the remaining NOL carryforwards will be fully realized.
Accordingly, no valuation allowance has been recorded as of May 31, 2025.

 F- 26

 (b) Exhibits

 Incorporated by Reference

 Exhibit

 Number

 Exhibit Description

 Filed

 herewith

 Furnished

 herewith

 Form

 Period

 Ending

 Exhibit

 Filing

 Date

 2.1+

 Asset
 Purchase Agreement, dated as of May 1, 2022, among AXIL Brands, Inc. (f/k/a Reviv3 Procare Company), AXIL Distribution Company (f/k/a
 Reviv3 Acquisition Corporation), Axil & Associated Brands Corp., and Certain Stockholders of Axil & Associated Brands Corp.

 10.1

 6/22/2022

 2.2

 Amendment
 Number 1 to Asset Purchase Agreement, effective as of June 10, 2022, among AXIL Brands, Inc. (f/k/a Reviv3 Procare Company), AXIL
 Distribution Company (f/k/a Reviv3 Acquisition Corporation), Axil & Associated Brands Corp., and Certain Stockholders of Axil
 & Associated Brands Corp.

 10.2

 6/22/2022

 2.3

 Amendment
 to Asset Purchase Agreement, dated September 8, 2022, between AXIL Brands, Inc. (f/k/a Reviv3 Procare Company), AXIL Distribution
 Company (f/k/a Reviv3 Acquisition Corporation), and Axil & Associated Brands Corp. and Certain Stockholders of Axil & Associated
 Brands Corp.

 8/31/2022

 10.2

 10/12/2022

 3.1

 Amended
 and Restated Certificate of Incorporation

 S-1

 3.3

 10/6/2017

 3.2

 Certificate
 of Amendment to the Amended and Restated Certificate of Incorporation (effective as of June 13, 2022)

 3.3

 3.3

 Certificate
 of Amendment to the Amended and Restated Certificate of Incorporation (effective as of January 16, 2024)

 3.1

 1/16/2024

 3.4

 Certificate
 of Amendment to the Amended and Restated Certificate of Incorporation (effective as of February 14, 2024)

 3.1

 2/12/2024

 3.5

 Certificate
 of Amendment to the Amended and Restated Certificate of Incorporation (effective as of May 19, 2025)

 3.1

 5/19/2025

 3.6

 Bylaws

 S-1

 3.2

 10/6/2017

 3.7

 Amendment
 to the Bylaws (effective as of February 14, 2024)

 3.2

 2/12/2024

 4.1

 Description of the Company's Registered Securities

 X

 4.2

 Form
 of Common Stock Certificate of AXIL Brands, Inc.

 5/31/2024

 4.2

 8/15/2024

 10.1

 Contribution
 Agreement between Reviv3 Procare, LLC and AXIL Brands, Inc. (f/k/a Reviv3 Procare Company), dated June 1, 2015

 S-1

 10.1

 10/6/2017

 10.2

 Second
 Draw Paycheck Protection Program Term Note, dated February 7, 2021

 10.4

 10.3+

 Loan
 Authorization and Agreement (Economic Injury Disaster Loan), dated May 18, 2020, between the U.S. Small Business Administration and
 the Company

 10.5

 10.4

 Note
 (Secured Disaster Loans), entered into by the Company, as Borrower, for the benefit of the U.S. Small Business Administration, as
 of May 18, 2020

 10.6

 - 30 -

 10.5

 Security
 Agreement, dated May 18, 2020, between the U.S. Small Business Administration and the Company

 10.7

 10.6*

 2022
 Equity Incentive Plan (March 2022)

 10.8

 10.7*

 Amendment
 to the 2022 Equity Incentive Plan (effective as of February 14, 2024)

 10.1

 2/15/2024

 10.8*

 Amended
 and Restated 2022 Equity Incentive Plan (effective as of December 18, 2024)

 10.1

 12/18/2024

 10.9*

 Form
 of Option Award Agreement (2022)

 10.9

 10.10*

 Form
 of Stock Option Agreement (2023)

 5/31/2023

 10.9

 8/21/2023

 10.11*

 Form
 of Restricted Stock Grant Agreement (2023)

 5/31/2023

 10.10

 8/21/2023

 10.12*

 Form
 of Performance Restricted Stock Unit Agreement (2023)

 5/31/2023

 10.11

 8/21/2023

 10.13*

 Form
 of Stock Option Agreement (2024)

 8/31/2024

 10.1

 10/10/2024

 10.14*

 Form
 of Restricted Stock Award Agreement (2024)

 11/30/2024

 10.3

 1/8/2025

 10.15

 Form
 of Securities Purchase Agreement

 11/30/2022

 10.5

 1/10/2023

 10.16

 Form
 of Securities Purchase Agreement

 10.1

 3/3/2023

 10.17

 Repurchase
 Agreement, dated March 5, 2024, by and between AXIL Brands, Inc. and Teton 360, LLC

 10.1

 3/11/2024

 10.18

 Repurchase
 Agreement, dated March 5, 2024, by and between AXIL Brands, Inc. and L Grant Foster TTEE - The Williams Family Irrevocable Trust

 10.2

 3/11/2024

 10.19*

 Employment Agreement, dated August 18, 2025, by and between AXIL Brands, Inc. and Jeff Toghraie.

 X

 10.20*

 Employment Agreement, dated August 18, 2025, by and between AXIL Brands, Inc. and Jeff Brown.

 X

 19.1

 Insider Trading Policy (last revised October 8, 2024)

 X

 21.1

 Subsidiaries of the Company

 X

 23.1

 Consent of Independent Registered Public Accounting Firm

 X

 31.1

 Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
 2002

 X

 31.2

 Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
 2002

 X

 32.1

 Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of
 2002

 X

 32.2

 Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of
 2002

 X

 97.1

 Clawback
 Policy

 5/30/2024

 97.1

 8/15/2024

 99.1

 Office
 Lease Agreement, dated October 12, 2024, between New Lion Enterprises LLC and AXIL Brands, Inc.

 11/30/2024

 99.1

 1/8/2025

 The following consolidated financial statements from the Annual Report on Form 10-K for the fiscal
 of Operations, (iii) Statements of Changes in Stockholders' Equity, (iv) Statements of Cash Flows, and (v) the Notes to Financial
 Statements

 X

 X

 Incorporated by Reference

 *

 Management compensatory plan or arrangement.

 +

 The schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K and the
 Company agrees to furnish to the SEC a copy of any omitted schedules or exhibits upon request.

 ITEM 16. Form 10-K Summary

 None.

 - 31 -

 SIGNATURES

 Pursuant to the requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

 AXIL BRANDS, INC.

 Date: August 21, 2025

 BY:

 /s/ Jeff Toghraie

 Chief Executive Officer and Chairman of the Board of Directors (principal executive officer)

 Pursuant to the requirements
of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.

 Signature

 Title

 Date

 /s/ Jeff Toghraie

 Chief Executive Officer and Chairman of the Board of Directors (principal executive officer)

 /s/ Jeff Brown

 Chief Financial Officer, Chief Operating Officer and Director (principal accounting officer
 and principal financial officer)

 /s/ Peter Dunne

 Peter Dunne

 /s/ Nancy Hundt

 Nancy Hundt

 /s/ Manu Ohri

 Manu Ohri

 - 32 -