What changed in Axil Brands, Inc.'s 10-K — 2022 vs 2023

On May 1, 2022, Reviv3 Procare Company entered into an Asset Purchase Agreement with Axil & Associated Brands Corp. (“Axil”), a Delaware corporation, and a leader in hearing protection and enhancement products, for the acquisition of both the hearing protection business of Axil consisting of ear plugs and ear muffs, and Axil’s ear bud business.

These businesses constituted substantially all of the business operations of Axil. The acquisition did not include Axil’s hearing aid line of business, which Axil will continue to operate following the completion of the acquisition. The acquisition was completed subsequently on June 16, 2022.

AXIL creates high-tech hearing and audio innovations to provide cutting-edge solutions for people with varied applications across many industries. AXIL designs, innovates, engineers, manufactures, markets and services specialized systems in hearing enhancement, hearing protection, wireless audio, and communication. AXIL distributes its products through direct-to-consumer eCommerce channels and local, regional, and national retail chains.

We believe we are able to compete directly with these companies and products by offering quality products which will distinguish our performance and develop brand loyalty. Top Brands/Market Leaders ● Nioxin: https://www.nioxin.com ● PhytoWorx ● Keranique: https://keranique.com ● Ultrax Labs: https://ultraxlabs.com Large Names ● Aveda Invati: http://www.aveda.com ● Propecia (Merck & Co.) http://www.merck.com ● Bosley: https://www.bosley.com ● Dr.

Reddy’s Laboratories-Mintop Other Competitors ● Mediceutical Labs ● Lipogaine: http://www.lipogaine.com ● Just Natural: http://www.justnaturalskincare.com ● Revita: https://www.dslaboratories.com ● Majestic Pure: https://majesticpure.com ● Zenagen: http://www.zenagen.com ● Kevin Murphy: http://kevinmurphy.com.au ● PURA D’OR https://www.purador.com ● Procerin ● FoliRevita ● Kroning’s Signature ● Neugaine ● Hairgenics -2- Table of Contents Patents and Trademarks We currently hold four trademarks properly registered in their respective jurisdiction.

Specifically, we hold a trademark for “Reviv3 Procare” issued on November 1, 2016 as well as trademark for our logo that was registered on October 20, 2015. We also have our original logo trademarked for the Reviv3 Procare brand registered on March 17, 2015.

In addition, we have registered the name “Reviv3 Procare” in the Russian Federation, issued on June 13, 2017. On March 26, 2019, we filed an application for trademark “LANU” for our new product line, which was registered on May 5, 2020.

We do not have any additional trademarks, but as we establish new product lines, we will immediately file for trademark protection. Our formulas are proprietary, but we have not yet taken steps to establish a patent for our processes, formulations or products. Governmental Regulation Currently there are no governmental regulations which materially affect our operations.

The beauty industry is known to be resilient during economic downturns - even faring well during the Great Recession of 2008. Though consumers tend to be more price conscious during those times, they do not stop spending.

In today’s environment of rising per capita incomes, the beauty business continues to be booming, although sales may be negatively impacted by rising inflation and associated decreased consumer discretionary spending. The global hair care market size is projected to reach $111.98 billion by 2026, exhibiting a compound annual growth rate (“CAGR”) of 5.2% during the forecast period.

Rising incidence of hair problems in urban areas is expected to be the central growth driver for the hair maintenance market, finds Fortune Business Insights™ in its recent report, titled ”Hair Care Market Size, Share & Industry Analysis, By Products (Hair Colorants, Shampoo, Conditioner, Hair Oil, and Others), By Distribution Channel (Supermarket/ Hypermarkets, Specialty Stores, Online Stores, and Others), and Regional Forecast, 2019 – 2026”.

Urban spaces are a hotbed for pollution and extreme weather changes, which has led to long-term health hazards for humans and for the environment. Compounding to this is the expanding number of people in the working age group of 15 to 60 years, which has raised the overall stress quotient in big cities.

A study published in the Journal of Clinical and Diagnostic Research in 2018 revealed that 60.3% of the working-class males reported that they are suffering from a hair loss problem, while 17.1% said that have a dandruff problem. Thus, growing prevalence of hair-related issues is emerging as one of the leading hair care market trends.

The report states that the value of this market stood at $75.33 billion in 2018. We obtained the statistical data, market data and other industry data and forecasts described in this report from publicly available information, including industry publications.

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, industry data and forecasts 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. -3- Table of Contents Market and Revenue Generation Reviv3 Procare is focused on expanding its business-to-business salon sales through its network of domestic and international distributors.

Our employees are not represented by a labor union or other collective bargaining groups, and we consider relations with our employees to be good. We have currently engaged seventeen (17) individuals as outside consultants for sales, marketing and design. No formal agreements are in place.

We have recently implemented a stock options plan in order to attract, retain and reward personnel through the granting of stock-based compensation awards, in order to increase stockholder value and the success of our company by motivating such individuals to perform to the best of their abilities and achieve our objectives.

The safety, health and wellness of our employees is a top priority. Seasonality and Cyclical Nature of our Business We do not believe our business is subject to substantial seasonal fluctuations. We may experience lower sales in difficult economic scenarios, but we do not foresee the seasonality of our products to be a significant factor.

Impact of COVID-19 During the year ended May 31, 2020, the effects of a new coronavirus (“COVID-19”) and related actions to attempt to control its spread began to impact our business.

The impact of COVID-19 on our operating results for the year ended May 31, 2022, was limited, in all material respects, but we did experience some impact due to the government mandated measures, including closures of businesses, limitations on movements of individuals and goods, and the imposition of other restrictive measures, in efforts to mitigate the spread of COVID-19.

The occurrence of an uncontrollable event such as the COVID-19 pandemic may negatively affect our future operations. A pandemic typically results in social distancing, travel bans and quarantine, and this may limit access to our facilities, customers, management, support staff and professional advisors, as well as within our vendors’ facilities.

These factors, in turn, may not only impact our operations, financial condition and demand for our goods and services but our overall ability to react timely to mitigate the impact of this event. Also, it may hamper our efforts to comply with our filing obligations with the Securities and Exchange Commission.

On March 11, 2020, the World Health Organization designated COVID-19 as a global pandemic. Governments around the world have mandated, and continue to introduce, orders to slow the transmission of the virus, including but not limited to shelter-in-place orders, quarantines, significant restrictions on travel, as well as work restrictions that prohibit many employees from going to work.

Uncertainty with respect to the economic effects of the pandemic has introduced significant volatility in the financial markets. Our Office and Corporate History Our principal executive office is located at 9480 Telstar Avenue, El Monte, CA 91731. Our telephone number is (888) 638-8883.

We maintain a website at reviveprocare.com, the contents of which are not part of or incorporated by reference into this Form 10-K or any other report or document we file with the SEC. Any reference to our website is intended to be an inactive textual reference only. -4- Table of Contents

The Company has retained counsel and intends to vigorously defend the allegations.

We anticipate that we will retain funds and future earnings to support operations and to finance the growth and development of our business. Therefore, we do not expect to pay cash dividends in the foreseeable future.

There are no dividend restrictions that limit our ability to pay cash dividends on our common stock in our Articles of Incorporation or Bylaws, except that no dividends or other distributions may be declared or paid on the common stock unless and until dividends at the same rate have been paid or declared and set apart upon our outstanding Series A Preferred Stock. -6- Table of Contents Penny stock regulations and restrictions on marketability The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks.

Penny stocks are generally equity securities with a market price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system.

The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading, (b) contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the securities laws, (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price, (d) contains a toll-free telephone number for inquiries on disciplinary actions, (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks, and (f) contains such other information and is in such form, including language, type size and format, as the SEC shall require by rule or regulation.

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with (a) bid and offer quotations for the penny stock, (b) the compensation of the broker-dealer and its salesperson in the transaction, (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock, and (d) a monthly account statement showing the market value of each penny stock held in the customer’s account.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement as to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.

These disclosure requirements may have the effect of reducing the trading activity for our common stock. Therefore, stockholders may have difficulty selling their shares of our common stock. Stock Transfer Agent West Coast Stock Transfer 721 N. Vulcan Ave. Ste. 106 Encinitas, CA 92024.

(619) 664-4780 www.westcoaststocktransfer.com Recent Sales of Unregistered Securities On May 10, 2022, the Company issued to two Company officers non-statutory stock options to purchase, in the aggregate, upto 5,300,000 shares of common stock, at an exercise price of $0.09 per share, which have an expiration date of April 20, 2032.