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Item 1. Business

2021-03-23 compared with 2020-03-30 · 870 added, 857 removed, 164 unchanged (91% of the section changed)

Company Background.

Focus Universal Inc.

Universal Inc.

(the “Company,”

1 unchanged sentence

“us,”

or “our”) is a Nevada corporation that provides sensor devices and a wholesaler

of various air filters and digital, analog, and quantum light meter systems.

We plan to focus our future business on our universal

smart instrumentation technology, which we are currently developing.

Our universal smart instrumentation technology features a

Universal Smart Instrumentation Platform (“USIP”), which we believe will replace the functions of thousands of traditional

wired measurement and sensing instruments at a fraction of their current market prices.

This technology addresses major limitations

present in traditional hardware and represents a technological advancement in the Internet of Things (“IoT”) marketplace.

We call our flagship USIP device the “Ubiquitor”

because it can be used to measure and test a variety of electrical

and physical phenomena such as voltage, current, temperature, pressure, sound, light and humidity—both wired and wirelessly.

The Company entered the residential and

commercial automation installation service industry through the acquisition of AVX Design and Integration, Inc.

(“AVX”)

in March of 2019.

AVX was established in 2000 with the goal of providing high-performance, easy-to-use Audio/Video, Home Theater,

Lighting Control, Automation and Integration services for high-net-worth residential projects.

We believe we can integrate our

Ubiquitor device into the IoT installation business in both residential and commercial spaces and substantially reduce the costs

of IoT installation as well as enhance IoT integration capabilities.

We believe the Ubiquitor will be integral in our distributed

shared universal smart home products, and we plan to have AVX install these products starting in the greater Los Angeles area.

Additionally, we are performing research and development on

an electric power line communication technology and have filed three patents with the U.S.

Patent and Trademark Office (“USPTO”)

related to our Ubiquitor device and the design of a quantum PAR photo sensor.

Eventually, we hope that power line communications

technology can further enhance smart IoT installations powered by the Ubiquitor.

We are based in the City of Ontario, California,

and were incorporated in Nevada in 2012.

In December of 2013, we filed an S-1 registration statement that went effective on March

Since then our securities have been trading on the OTCQB Market.

Our website is www.focusuniversal.com.

Our website and the information contained therein or connected thereto are not intended to be incorporated into this prospectus.

On October 21, 2015, Dr.

Jennifer Gu and

Edward Lee were appointed as directors of the Company.

After such appointments, the Board of Directors consisted of Dr.

Jennifer Gu and Dr.

On April 2, 2018, Duncan Lee was appointed

as the Chief Financial Officer of the Company.

On June 8, 2018, we announced the appointment

of new board members of the Company, the majority of whom were independent:

Sheri Lofgren, Sean Warren, Michael Pope, and Carine

Our Board of Directors formed our Audit, Compensation, and Nominating Committees.

On July 26, 2018, our Board of Directors

approved our submission of an application in compliance with the NASDAQ rules and regulations to list and trade our Company’s

securities on the NASDAQ Capital Market.

As of the date of this prospectus, our Company’s securities are not listed on the

NASDAQ Capital Market.

On November 28, 2018, Sean Warren resigned

as a member of the Board of Directors;

and Greg Butterfield was appointed in his place.

On December 1, 2018, Mr.

Warren became

a part-time consultant to the Company.

In late 2018, we purchased a manufacturing

warehouse and office space addressed at 2311 E.

Locust Court, Ontario, CA, 91761.

The property consists of an industrial type,

two-story building, with a total building area of 30,740 square feet.

Ten thousand square feet will be utilized for office space;

and 20,000 square feet will be utilized for warehouse space.

The property includes 58 parking spaces.

The purchase price for the

property was approximately $4.62 million.

On March 15, 2019, the Company entered

into a stock purchase agreement with Patrick Calderone, the CEO and owner of AVX, whereby the Company purchased 100% of the outstanding

stock of AVX (the “AVX Acquisition”) for $890,716.

The purchase price was structured as follows:

(1) $550,000 payable

in cash at closing;

(2) $290,716 payable in 39,286 shares of the Company’s common stock issued upon closing;

and (3) $50,000

payable in the form of a secured promissory note at 6% interest over 12 months secured by six shares of AVX common stock.

In connection

with the AVX Acquisition, Patrick Calderone also entered into a consulting agreement with the Company pursuant to which he will

offer consulting and training services during the 12-month period following the closing of the AVX Acquisition.

Since AVX is an

installer of smart home products, and since we anticipate that our Ubiquitor device is capable of enhancing smart home installations,

we believe that this is an ideal acquisition that will allow us to test new applications and the integration capabilities of our

Ubiquitor device in smart homes.

On November 15, 2019, Dr.

Edward Lee resigned

as President and was appointed to be the Chairman of the Board of Directors.

Our Current Products and Services Include:

Scientific Instrument Research, Development and Sales

Industry Background and Overview

We believe that we have the potential to

grow in the instrument sensor industry.

Instrument sensors are devices specifically designed and constructed for sensing and measuring

physical variables that are useful in:

(i) industrial operations;

(ii) environmental, commercial and medical applications;

research and development in a variety of industries;

and (iv) the daily lives of electronics consumers, including smart home products.

Currently, we believe that instrument sensors have important applications in the fields discussed above and in modern science,

having applications in both the industrial and educational fields.

In recent years, significant progress has been made in instruments

and instrumentation systems.

With the technological advancements of integrated circuits, digital instruments are becoming increasingly

more compact and accurate.

Key market players in the instrument sensor industry include Thermo Fisher Scientific, Danaher Corporation,

Mettler Toledo, Metrohm USA, Hanna Instruments, Agilent Technologies, and Perkin Elmer.

Instrumentation is a significant industry

that covers a variety of industry fields, including commercial, industrial, military, medical, healthcare, scientific and daily

Although it is difficult to estimate its market value, research for the McKinsey Global Institute estimates that by 2025

IoT applications could have a total economic impact of $11.1 trillion per year 1 The IDC forecasts IoT spending will

experience a compound annual growth rate (CAGR) of 13.6% over the 2017-2022 forecast period and reach over one trillion dollars

2 We believe the IoT is just a fraction of the instrumentation market.

Most modern instruments are digital;

are designed for measuring various physical quantities in objects and consist of the following functional components:

Traditional hardware-centered instrumentation

systems are made up of multiple standalone instruments that are interconnected to carry out a determined measurement or control

an operation.

The multiple standalone instrumentation systems have fixed vendor-defined functionality, and the components that

comprise the instruments are also fixed and permanently associated with each other.

Different instruments provided by different

vendors cannot be interoperated and interchanged.

All software and measurement circuitry, packaged onto the traditional instrument,

are provided with a finite list of fixed functionalities using the instrument’s front panel.

Standalone electronic instruments

are very powerful, but are large, expensive and cumbersome.

They also require a lot of power and often have excessive amounts of

features that are not user friendly.

Users generally cannot extend or customize them.

The knobs and buttons on the instrument,

the built-in circuitry, and the functions available to the user, are specific to the nature and purpose of the instrument.

or “our”) is a Nevada corporation.

have developed four fundamental disruptive proprietary technologies which solve the most fundamental problems plaguing the internet

of things (“IoT”) industry through:

(1) increasing overall chip integration by shifting it to the device level;

creating a faster 5G cellular technology by using Ultra-narrowband technology;

(3) leveraging ultra-narrowband power line communication

(“PLC”) technology;

and (4) User Interface Machine auto generation technology.

A new IC frontier:

increasing IC integration directly at the device level

We push beyond the current integrated chip limits with our device on a chip technology –

which increases the overall degree of chip integration by shifting integration from the component level directly to the device level

have developed an innovative and proprietary “device on a chip”

(“DoC”) technology, which combines the

required electronic circuits of various integrated circuit components onto a single, integrated chip (“IC”).

technology works as a single component but is capable of handling entire IoT device functions.

Our DoC technology includes both

the hardware and software, uses less power, has better performance, includes smaller overall devices ,

and offers greater reliability in spite of decreasing the number of interconnections between components .

We believe that implementing our DoC technology will allow our products to have a faster time-to-market than our competitors,

lower the cost, and simplify production than our competitors’

multi-chip devices.

DoC technology allows devices to achieve interoperability with one another and interchangeability which traditional IoT devices

are unable to achieve.

Our research and

development identified that the current IC integration in IoT devices focuses on pure hardware-to-hardware integration.

of incorporating software such as a common operating system, application software and extra

interface into ICs limits IC integration only to the component level.

a critical component in electronics, and the more tightly integrated the software, the better the power and performance.

also adds an element of flexibility and allows multiple discrete ICs which in the past were unable to be further integrated into

Unfortunately,

only customized hardware and software are currently available, and customized hardware and software integration leads to a custom

IC fabrication which is too expensive to manufacture on a large scale.

IC is ideally designed

for products that are intended for mass production to keep manufacturing costs low by producing uniform products using repetitive

and standardized processes.

Product standardization has become a major bottleneck in device-level IC fabrication because most devices

are custom-designed and manufactured.

The Universal Smart Instrumentation Platform

(“USIP”) we developed is a standardized, universal hardware and software integration platform, that provides a universal

common foundation for what we anticipate will be thousands of IoT and standalone devices.

Electronic design and production starts

from a 90% completed USIP instead of the components.

USIP allows ICs to be integrated from the component level up to the device

level and pushes the frontier of semiconductor technology beyond Moore’s law allowing the principle of Moore’s Law

From USIP to device

level integrated circuits.

Our Ultra-narrowband (“UNB”) technology breaks through the Shannon Law’s critical limit which current 5G cellar communication is reaching

Fifth generation (“5G”) telecommunications

networks will revolutionize the digital economy by enabling new applications that depend on ultra-fast communications on an industrial

5G promises to deliver an improved end-user experience by offering new applications and services through gigabit speeds,

and significantly improved performance and reliability.

5G will build on the successes of 2G, 3G and 4G mobile networks, which

have transformed society, supporting new services and new business models.

5G provides an opportunity for wireless operators to

move beyond providing connectivity services, to developing rich solutions and services for consumers and industry across a wide

range of sectors at an affordable cost.

5G is an opportunity to implement wired and wireless converged networks and offers in particular

opportunities in integrating network management systems.

The United States and China are in a race to deploy 5G, wireless networks,

and the country that gets there first will lead in standard-setting, patents, and the global supply chain.

A recent World Economic

Forum report concluded that 5G networks will contribute $13.2 trillion in economic value globally and generate 22.3 million jobs

from direct network investments and residual services.

1 5G networks and their related applications are expected to add

three million jobs and $1.2 trillion to the economy in the U.S.

2 Though 5G offers a significant increase in speed and

bandwidth, its more limited range will require further infrastructure.

Higher frequencies enable highly directional radio waves,

meaning they can be targeted or aimed.

The challenge is that 5G antennas, although able to handle more users and data, can only

beam out over shorter distances.

Unlike 4G LTE, which operates on established

frequency bands below 6GHz, 5G requires frequencies up to 300GHz.

Wireless carriers still need to bid for the costly higher spectrum

bands, as they build and roll out their respective 5G networks.

Adding the necessary hardware required for 5G networks can significantly

increase operating expenses.

Building 5G networks is expensive.

According to Heavy Reading’s Mobile Operator 5G Capex, total

global spending on 5G is set to reach $88 billion by 2023.

____________________________________

1 Manyika, J.

(2015, July) By 2025,

Internet of Things Applications Could Have $11 Trillion Impact.

Retrieved from https://www.mckinsey.com/mgi/overview/in-the-news/by-2025-internet-of-things-applications-could-have-11-trillion-impact.

2 Torchia, M.

(2019, Jan 3) IDC

Forecasts Worldwide Spending on the Internet of Things to Reach$745 Billion in 2019, Led by the Manufacturing, Consumer, Transportation,

and Utilities Sectors.

Retrieved from https://www.idc.com/getdoc.jsp?containerId=prUS44596319.

Virtual instruments represent a fundamental

shift from traditional hardware-centered instrumentation systems to software-centered systems that exploit the computing power,

productivity, display, and connectivity capabilities of popular desktop computers, smartphones, mobile devices and workstations.

The functionality of these standalone instruments can be implemented in a digital environment by using computers, plug-in data-acquisition

boards, and support software to implement the functions of the system.

The plug-in data acquisition boards enable the use of the

interface of analog signals on a computer, and the software allows programming of the computer to look and function as an instrument.

The major advantage of virtual instrumentation is its flexibility.

Changing function simply requires a modification of the supporting

software, whereas the same change in a traditional system may require adding or substituting a standalone instrument, which is

both more difficult and more expensive.

Virtual instruments also offer advantages in displaying and storing information.

displays can show more colors and allow users to quickly change the format of displaying the data that is received by the instrument.

Instrument interoperability and connectivity

allow devices to communicate and work with other instruments manufactured by different vendors, in a manner that requires the user

to have little or no knowledge of the unique characteristics of those instruments.

Traditional instrumentation systems, including

traditional hardware-centered systems and software-centered virtual systems, are specifically designed, constructed and refined

to perform one or more specific tasks.

When manufacturers develop these instruments, they naturally seek ways to differentiate

their products from those of their competitors.

Most of the instruments on the market today come with a variety of connectivity

technologies and do not have the built-in firmware and software to support the connectivity and interoperability of instruments.

Even instruments from different vendors within in the same class are largely not compatible.

Despite industry efforts to introduce

a standard for instrument driver software technology, such efforts did not address hardware obsolescence as each manufacturer had

their own hardware and none were compatible.

Accordingly, current applications are limited to large, expensive test and measurement

Smart Technology

define universal smart technology as commercial technology with an integrated platform, which provides a unique and universal solution

for test and measurement instrumentation systems made up of off-the-shelf parts.

We have developed a universal sensor node

and gateway system that uses the data processing capabilities of a computer or mobile device to display readings of multiple probe

Our universal smart instrumentation technology

is an advanced software- and hardware-integrated instrumentation platform that uses a large-scale modular design approach.

large-scale modular design approach subdivides instruments into a foundation component, a USIP, and architecture-specific components

(sensor modules), which together replaces the functions of traditional instruments at a fraction of their cost.

The USIP has an

open architecture, incorporating a variety of individual instrument functions, sensors and probes from different industries and

The platform features the ability to connect potentially thousands of different sensors or probes, addressing major limitations

present in traditional hardware.

We believe the platform represents a technological advancement in the IoT marketplace by integrating

large numbers of technologies, including cloud technology, wired and wireless communication technology, software programming, instrumentation

technology, artificial intelligence, power line communication and sensor networking into a single platform.

The result of such

integration is circuit designs that are orders of magnitude smaller, cheaper, and faster than discrete integrated circuit components

constructed from scratch.

The USIP, which covers up to 90% of the

instruments currently manufactured, consists of universal and reusable hardware and software.

The universal hardware in the USIP

may be a smartphone, computer or any mobile device that includes a display and hardware controls or software control surfaces.

Our Ubiquitor is designed to be the universal data logger that acts as a bridge between the universal hardware and sensor modules.

We call our USIP device the “Ubiquitor”

due to its ability to measure and test a variety of electrical and physical

phenomena such as voltage, current, temperature, pressure, sound, light, and humidity—both wired and wirelessly.

We have created and assembled prototype

models of the Ubiquitor in limited quantities and plan to expand our assembly in 2020.

Our prototype Ubiquitor utilizes a standard

desktop computer with either MacOS or Windows OS or an Android- or iOS-based mobile device as a platform that communicates with

a group of sensors or probes manufactured by different vendors in a manner that requires the user to have little or no knowledge

of their unique characteristics.

The data readout is displayed on the computer, smartphone, or tablet display in a program or application

we have created for use with a Windows PC and are creating for use with a Mac.

We are designing the application software (the “App”)

to have a graphical representation of control and indicator elements common in real instruments, such as knobs, buttons, dials,

and graphs, etc.

Utilizing the Ubiquitor and the App, users and instrument manufacturers will be free to add, remove or change

a sensor module for their special industrial or educational application without needing to create their own application software

and design their own hardware.

Our developers are designing and implementing a soft control touch screen interface that supports

real-time data monitoring and facilitates instrument control and operation.

Recently, the Company has devoted a substantial

amount of resources to research and development to bring the Ubiquitor and its App to full production and distribution.

We anticipate

that the sales and marketing involved with bringing the Ubiquitor to market will require us to hire a number of new employees in

order to gain traction in the market.

We intend to introduce the Ubiquitor in smart home installations to reduce costs and increase

functionality, as well as implement the Ubiquitor device in greenhouses and other agricultural warehouses that require regulation

of light, humidity, moisture, and other measurable scientific units required to create optimal growing conditions.

Our universal smart development protocol

focuses not only on the design of the hardware and software modules but also on the design of the overall universal smart instruments

system, guided by the structured, universal and modular principles.

We will make our development open to industrial instrument

manufacturers, software, and hardware developers.

Ubiquitor Universal Sensor Device

Our Ubiquitor device is a fully modular

system with a universal sensor node and gateway system that uses a computer or mobile device as the output display module that

displays the readings of various probe modules.

We have completed an initial production run of prototype devices and intend to

develop into full-scale production.

The Ubiquitor’s sensor analytics system integrates event-monitoring, storage and analytics

software in a cohesive package that provides a holistic view of the sensor data it is reading.

The physical hardware consists of:

The sensor probes, which come in hundreds of different varieties of sensor instruments in the form of a USB stick, with both male and female ports;

The main hardware gateway, which is a small cell phone-sized device with integrated circuits.

We believe this device can connect up to

2,500 sensor instruments, and integrate data using embedded software to display the data and all analytics onto a digital screen

(desktop or mobile displays) using a Wi-Fi connection.

As disclosed in our patent application, we have already tested up to 256

sensor instrument readouts.

Most types of probes can connect to the hardware.

If the sensor size is bigger than the standard probe

size, it is possible to simply use a USB cable to connect the probe and the hub.

All data and analytics are displayed on a single

screen, with tools that record and keep track of all measurements, and sort and display analytic information in easy to read charts.

The Ubiquitor is a general platform that

collects data in real time, up to 100hz per second;

and thus is intended to be adapted to many industrial uses.

By using the smartphone as a substitute

platform, we believe we could achieve the following efficiencies:

Cut production costs.

Smartphone technology will advance and become more widely used than the vast majority of products on the small sensor device market.

By utilizing smartphone technology, the Ubiquitor will add superior functionality and performance, improve the product’s quality and cut production costs.

Reduce the effort required to develop a new sensor product.

With the Ubiquitor, we believe that there will be no need for device manufacturers to research and develop new monitoring and operating components because they will just need to develop new sensor heads based on our software technology.

Reduce clutter.

It is anticipated that the Ubiquitor could dispense with some of the hassle of connecting cables, since the Ubiquitor allows wireless transmission of sensor data and may allow wireless access to networks, such as a PLC network.

We have not yet started research and development

of a second generation Ubiquitor device, but once we demonstrate the market for this product, we intend to begin such research

and development.

Currently our research and development is focused on concepts we can implement in the current generation Ubiquitor

Acquisition of AVX

1 http://www3.weforum.org/docs/WEF_The_Impact_of_5G_Report.pdf

2 https://www.marketsandmarkets.com/Market-Reports/power-line-communication-plc-market-912.html

(last accessed on February 9, 2021)

3 Heavy Reading, Report, “Mobile

Operator 5G Capex Forecasts:

2018-2023”

available at:

http://www.heavyreading.com/details.asp?sku_id=3568&skuitem_itemid=1789

(last accessed on January 24, 2021).

Operator 5G Capex Forecasts:

typical 5G base station consumes up to twice or more the power of a 4G base station.

Energy costs can grow even more at higher

frequencies, due to a need for more antennas and a denser layer of small cells.

Edge computing facilities needed to support local

processing and new internet of things (IoT) services will also add to overall network power usage.

Site Power requirements 2G, 2-4G and 5G.

5G base stations in China are being powered off every day from 21:00 to next day 9:00 to reduce energy consumption and lower electricity

5G base stations are truly large consumers of energy such that electricity bills have become one of the biggest costs for

5G network operators.

Ultra-narrowband

Modulation was conceived in 1985 as a method to be used with’

frequency modulation (FM) Sub-Carriers’

(as opposed to

‘FM Supplementary Carriers’, or ‘In Band On Channel’

In its original form, data rates as high

as 196 kb/s were obtained from a subcarrier at 98 kHz.

A pulse width modulation baseband encoding method called the “Slip

That method, which was basically a baseband method, was limited in data rate and required excessive filtering,

which precluded it from being a practical Ultra-narrowband method.

Bandwidth efficiencies as high as 15 bits/sec./Hz were being

achieved, Dr.

Walker is the ultra-narrowband pioneer.

Ultra-narrowband (“UNB”) technology

employs an ultra-narrow spectrum channel (<1KHz) to establish an ultra-long-distance link between transmitter and receiver.

It allows the long-range coverage which makes it a most suitable low-power wide-area network technique for industrial IoT systems.

Additionally, its ultra-high power spectral density creates endurance against interference and jamming, which enables friendly

coexistence of UNB on shared frequency bands.

The narrower the bandwidth, the fewer noise and interference, in addition, the transmission

energy concentrates on ultra-narrowband width, and results in a very high concentration of power in a very narrow frequency band.

Comparison between

Ultra-narrowband and Broadband

Many traditional modulation approaches

require allowance for upper and lower sidebands throughout the carrier frequency.

UNB modulation is a modified approach for data

transmission without sidebands.

UNB is extremely robust in an environment with other signals,

including spread spectrum signals.

However, spread spectrum networks are affected by UNB signals.

modulation utilizes a coded baseband with abrupt edges.

Any bandpass filter used at the transmitter for ultra-narrowband modulation

must exhibit zero group delay to pass the instantaneous phase changes, though it may lack the bandwidth required to pass instantaneous

changes in frequency.

Conventional filters cannot be used with Ultra-Narrowband signals, which are absolutely dependent upon Negative

or Zero group delay filters.

There is one important characteristic which

is holding up widespread adoption of Ultra-Narrowband modulation, and that is the zero group delay filters which are complex and

must be hand tuned.

We developed an ultra-narrowband technology

which offers a potential alternative to broadband technology used in 5G and meets the challenging 5G demands.

A comparison with

4G and 5G is given:

of subcarriers

Operating Frequency

UNB (finished)

UNB (in development)

UNB speed will increase proportionally

if it operates at higher frequency like 4G or 5G did, or adopts multiple subcarriers, which is equivalent to increasing bandwidth.

Utilizing the same bandwidth, UNB can saved energy up to 20,000 times for 4G and 100,000 times for 5G.

Keeping the same bandwidth

and energy consumption, the coverage can increase two orders of magnitude.

UNB Breaks through the Shannon Law’s critical

limit which current 5G cellar communication is reaching, overcomes the current 5G challenges and allowing cellar communication

development beyond 5G.

We believe our Ultra-narrowband Power Line Communication (“PLC”), will revolutionize the fundamental IoT communication

infrastructure

patented PLC is an innovative communication technology that enables sending data over existing power cables.

It does not require

substantial new investment for a dedicated wiring infrastructure.

Instead, PLC uses the existing power lines.

These power lines

form a distribution network that already penetrates into every residential, commercial and industrial premises.

the power grid is an established ubiquitous network, connectivity via PLC is potentially the most cost-effective, scalable interconnectivity

approach and the backbone communication infrastructure for the IoT.

devices plug into power outlets and establish a connection using the existing electrical wiring.

This allows instruments to share

data without the inconvenience of running dedicated network cables.

primary design goal of the power line network is electric power distribution.

It was not originally designed as a communication

Consequently, while PLC has been around for many years, the harsh electrical noise present on power lines and variations

in equipment and standards make communications over the power grid difficult and present a number of fundamental challenges for

data transfer.

Signals propagating along the power line are subjected to very large amounts of noise, attenuation, and distortion

that make them erratic, with several attributes varying over time.

PLC is susceptible to noise from devices linked to the power

supply infrastructure, for example, fluorescent tube lights, drills, hair dryers, microwave ovens, computers, switch mode power

supply, cellphone chargers, dimmers, refrigerators, televisions, washing machines, and vacuum cleaners.

result being that previous implementations of PLC technology appear to have ended in power companies and internet service providers

deciding that the technology is not viable as a means of delivering broadband internet access.

The technological challenges have

impeded, or even halted progress.

We have successfully developed ultra-narrowband

PLC technology and achieved 4 Mbps at bandwidth less than 1000 Hz.

In our interference testing, six industrial blowers were used

and no significant interference was found.

By comparison, a simple air dryer will render our competitors’

legacy technology

completely useless.

Our 4Mbps PLC modules have been completed, and printed circuit layouts have been sent for production.

modules will be used for IoT systems involving over 1,000 sensors.

The higher communication speed PLC will be developed concurrently.

Ultra-narrowband

PLC is a considerably more effective tool than current in-home network systems.

Zigbee or Z-Wave will need new infrastructure to

be installed.

Moreover, penetrating physical barriers like walls within one floor, or reaching out to different floors is a challenge

for current wireless technology that current IoT systems are using.

Wireless networks often face performance issues, due to radio-frequency

interference caused by devices like microwave ovens, cordless telephones or even Bluetooth devices at home.

However, our PLC can

reach out to every node connected via the power lines.

Our technology converts virtually every standard wall socket into an access

point, in many ways incorporating the best of wired and wireless communication.

User Interface Machine auto generation technology - hardware defining software

have developed a proprietary and patented “user interface machine auto generation platform”

(“UIMAGP”),

this cross-platform or multiple-platform, cross-operating-system platform is designated to simply the software development of 20

billion IoT devices, ranging from hardware embedded coding to user interface design.

Our universal natural programming language

we developed is the programming language used to build the IoT user interface.

The programming language is similar to the language

humans use amongst one another so that it is easy to learn but understood by a machine.

Future software programming is

expected to be enormously simplified to the maximum extent, with hundreds of thousands of lines of code simplified into a micro

code which can be saved in the sensor module.

When the sensor modules are plugged into the USIP, the user interface code

saved at sensor modules are sent to the platform and a universal display such as a smartphone, a computer or display unit.

UIMAGP saved on the universal display automatically generates the user interface within milliseconds instead of requiring months

or years of software development work.

An embedded coding hardware engineer is able to design both sensor module hardware and provide

the user interface micro code.

Thus, the hardware defining software is achieved.

UIMAGP is similar

in spirit to low code or no code programming in reducing the amount of traditional hand coding, enabling accelerated delivery of

business applications.

However, low code and no code programming suffer from integration restriction, absence of customization

and security risks issues, making them not suitable for large-scale and mission-critical enterprise applications such as IoT applications.

UIMAGP overcome these challenges and still preserve a minimum amount of coding.

The UIMAGP and user interface micro codes

work collectively to perform the function of the tradition customized software, enabling UIMAGP to be shared by the entire 20 billion

Universal Smart Instrumentation Platform (“USIP”)

Instrumentation

is a huge industry which covers variety of fields including medical, healthcare, scientific, commercial, industrial, military and

Lack of the instrumentation interoperability, compatibility and universality result in every instrument design starting

from the scratch or components, each instrument is only able to carry out a determined measurement or control a specific operation.

I ntegration of existing instruments which lack interoperability and compatibility into a platform can be difficult and expensive.

This integration is impeded by the inability of instruments to easily communicate with devices and sensors for perception, mobility,

and manipulation.

As society enters the IoT era, it is not unreasonable to assume that millions of devices will need to be connected

in one square kilometer, if each IoT device requires unique hardware and software developed from scratch, implementation in dense

urban areas is simply not feasible.

USIP represents an advanced software and

hardware integrated instrumentation platform and a large-scale modular design approach.

USIP integrates a large number of technologies,

including cloud technology, wired and wireless communication technology, software programming, instrumentation technology, artificial

intelligence, PLC, sensor network and internet of things into a single platform and results in circuit designs that are orders

of magnitude cheaper and faster than those constructed of discrete integrated circuit components from scratch.

USIP not only has primary functionalities

but also an open architecture of incorporating variety of many individual instruments,

functions, sensors and probes from different industries and vendors to the greatest extent

possible into the same single unit as well.

Instruments, sensors or probes from a few to several hundreds or even thousands

in any combination from variety of industries and vendors share or reuse the same platform.

Adding, removing or changing, instruments

or sensors is all the platform requires to switch from one kind of device to another without revising the software and redesigning

the hardware.

Future instrument integration, design and manufacture are enormously simplified

to the maximum extent, only the sensor modules are required to be replaced, designed and manufactured.

to traditional stand-alone instruments, USIP exploits the processing power, productivity, display, and connectivity capabilities

of computers or mobile devices and provide a more powerful, flexible, and cost-effective measurement solution.

hardware-centered instrumentation systems are made up of multiple stand-alone instruments

that are interconnected to carry out a determined measurement or control an operation.

They have fixed vendor-defined functionality

and their components that comprise the instruments are also fixed and permanently associated with each other.

Different instruments

provided by different vendors cannot be interoperated and interchanged.

For example, we simply cannot use a traditional blood pressure

meter to measure temperature or vice versa.

USIP is designated to be compatible with

all instruments, sensors or probes on the market and capable of monitoring and controlling any combination of instruments or sensors.

It has brought a revolution to the field of instrumentation, measurement, control and automation.

USIP is a versatile instrument, able to

do many different measurements and controls, substitutes for many other instruments and integrate existing instruments into it.

The promise of USIP is closely associated with the development and proliferation of computers

and mobile equipment which provide the fundamental foundation and major technical support to the universal smart instrument such

as attractive graphical user touch screen interface, data processing and analysis capabilities, video and audio, cameras, GPS,

ubiquitous wireless connectivity , AI, cloud based communications and almost

unlimited functions or software available to the users that do not contain in the traditional

These features embody the advantages of USIP which are lacking in the stand-alone instrument system.

As compared with

the traditional instrument, the best advantage of USIP is cost saving.

O ther distinctive

features include universality, interoperability, f lexibility,

compatibility, upgradeability, expandability, scalability, security, modularity, fast prototyping, reducing inventory, plug-and-play

operation, remote accessibility, simplification, standardization , cloud instrumentation.

____________________________________

4 Gartner Insights “Leading

the IoT,”

available at:

https://www.gartner.com/imagesrv/books/iot/iotEbook_digital.pdf (last accessed February 9, 2021).

We have been dedicated to solving instrumentation

interoperability for over a decade.

We subdivide instruments into a reusable foundation

component to the maximum extent and architecture-specific components, the sensor modules,

which together perform the functions of traditional instruments at a fraction of its cost .

USIP which presents to up 90% of the instruments, consists of universal and reusable hardware and software, these reusable hardware

and software are the same for all the instruments.

USIP utilizes a computer or a mobile device

as a display and control, communicates and works with a group of sensors, instruments, probes or controllers manufactured by different

vendors in a manner that requires the user to have little or no knowledge of their unique characteristics.

portable version of USIP is illustrated below, when a blood pressure sensor is plugged into universal device, the user interface

specification code saved on the blood sensor module is sent the universal device and a computer or smartphone which will generate

the user interfaces in the corresponding devices based on the interface specification code.

A blood pressure sensor is connected to our Universal Device we call the Ubiquitor and changes our device into a blood pressure

measurement instrument.

if we remove the blood pressure sensor and change to a pH sensor and a CO2 sensor, the universal device changes to a two-sensor

device which is capable of measuring pH and CO2 concentration.

Each sensor has its own user interface which is auto generated based

on the user interface code saved in each sensor.

A pH sensor and a CO2 sensor are connected to our universal device and our device changes into a split-sensor device.

or smartphone can also be used for display.

7, A pH sensor, a CO2 sensor and a light sensor are connected to the universal device and change it to a 3-sensor device.

or smartphone can also be used for display.

8, any number of sensors in any combination are connected to the universal device and change it to a multiple sensor device.

computer or smartphone can also be used for the display.

universal platform we built as illustrated in Figure 8, can control 27 light sensors, 21 pH sensors, 23 temperature humidity sensors

which have 23 temperature sensors and 23 humidity sensors, representing one controller and a total of 72 devices and 95 sensors.

Our controller controls 2 lights, and it can turn the light on or off.

The controller also uses a light sensor to control the light,

and the user can input the desired light intensity, running period and light output intensity.

9, Our universal platform simultaneously monitors and controls 72 distinct devices.

illustrate, the entire horticulture industry only has a few hundred devices from different vendors for various measurement and

One of our universal smart devices and corresponding sensors or actuators are capable of replacing all of them at a fraction

Traditional horticulture measurement and control devices.

Universal Smart Device.

household measurement and control devices such as air conditioner control, swimming pool control, garage door control, sprinkler

control, lighting control, motorized curtain control, etc.

can be replaced by a single universal smart device and corresponding

unique accessories.

A single universal

smart device can replace all the household control devices.

Distributed Universal Internet of Things.

refers to the overarching network created by billions of internet-compatible devices and machines which share data and information

around the world.

According to a Gartner report, by the end of 2020, there were an estimated 20 billion IoT connected devices in

use around the world.

5 As the sophistication of both hardware and software in the consumer electronics industry skyrockets,

an increasing share of the electronic devices produced around the world are manufactured with internet connectivity.

suggest that by 2030 around 50 billion of these IoT devices will be in use around the world, creating a massive web of interconnected

devices spanning everything from smartphones to kitchen appliances.

6 The IoT will have a great impact on the economy

by transforming many enterprises into digital businesses and facilitating new business models, improving efficiency and increasing

employee and customer engagement.

It is foreseeable that the explosive IoT growth will rapidly deplete natural and human labor

We believe that IoT will soon reach the critical limit, we do not have enough human labor and natural resources to support

20 billion IoT devices are both challenges and resources.

We have overcome the current massive IoT production challenges

through our development of a shared distributed universal IoT.

Billions of internet-compatible devices and machines not only share

data and information around the world, but also share large section of hardware and software (up to 90%).

Billions of IoT devices are in use across

the country, each with different terminologies, technical specifications, and functional capabilities.

These differences make it

difficult to create one standard interoperability format for acquiring, harmonizing, storing,

accessing, analyzing and sharing data in near real-time .

In fact, not even those instruments built on the same platform

are necessarily interoperable because they are often highly customized to an organization’s unique workflow and preferences.

networks are far from perfect for IoT.

They are typically slower, expensive and extremely susceptible to interference from radio

signals and radiation.

They can be accessed by any device within range of the network's signal so information transmitted through

the network (including encrypted information) may be intercepted by unauthorized users.

Walls and floors can seriously limit the

range of the wireless network.

Our proprietary Ultra-Narrowband power line communication technology offers a promising alternative

to wireless networks.

Integrating USIP with PLC results in significant simplification and cost saving in implement of IoT as illustrated

in Figure 13.

Comparison between traditional machine to machine IoT (a) and shared distributed universal IoT (b).

USIP and sensors form a

local network through power line communication.

The platform communicates with the cloud and forms a remote cloud-based system.

_____________________________________

5 Gartner Report “Leading the IoT:

Insights on How.

To Lead in a Connected World”

available at:

https://www.gartner.com/imagesrv/books/iot/iotEbook_digital.pdf

(last accessed February 10, 2021).

(a) traditional wireless network and Focus Universal Inc’s PLC network.

we will implement our business plan

we are fully capitalized, we will establish four divisions within our company to develop and promote our four fundamental technologies

even further.

We believe that these four technologies not only can be used in standalone device design and production, but also

focus on massive scale IoT device design and production, aiming to solve the complexity and cost challenges.

a) Ultra-narrowband

power line communication division

Our ultra-narrowband PLC technology has

achieved data transfer speeds of 4 megabits per second (“Mbps”), with a bandwidth of less than 1000 hertz (Hz).

results are 15 times faster than the Zigbee short-range wireless technology mesh networks and 100-400 times faster than Z-wave

low-energy wave short-range wireless technology.

The current 4Mbps PLC modules will be used

for IoT applications involving thousands of sensors.

We are developing even higher communication speeds through our PLC.

The ultra-narrowband

PLC module will be integrated to IC.

This division will focus on ultra-narrowband PLC research and development, promote and market

ultra-narrowband PLC ICs and finished products.

Given that the power grid is an already

established ubiquitous network spanning back hundreds of years, connectivity via PLC technology is potentially the most cost-effective

and scalable interconnectivity approach and, thus, the ideal backbone communication infrastructure for the IoT industry.

the harsh electrical noise and interference present on power lines and variations in equipment and standards make data transfer

using PLC technology difficult and limits the technology’s applications.

Accordingly, the global market for PLC technology

is very limited.

Markets and Markets

Updated date –

market size is expected to reach $9.5 billion at the end of 2023.

7 This prediction is based on current PLC technology,

which provides speeds that are too slow (usually less than 9,600 bps), coverage that is too short (200-300 yards) and harsh electrical

noise and interference.

The major vendors of PLC technology include ABB, General Electric, Siemens, AMETEK, Texas Instruments,

Maxim Integrated, Devolo, Cypress Semiconductor, ST Microelectronics, Panasonic, Microchip, Qualcomm Atheros, TP-Link Technologies,

NETGEAR, NXP Semiconductor NV, Sigma Designs, Zyxel Communications and Renesas Electronics Corporation.

is our understanding that we are the only vendor currently working on ultra-narrowband PLC technology.

With the introduction of

our ultra-narrowband PLC technology, which is able to overcome the interference challenges presented by traditional PLC technology,

we believe that market size will increase significantly.

With the help of our ultra-narrowband technology, which is able

to overcome the noise challenge, we believe that the overall market size may increase significantly.

Utilizing ultra-narrowband

PLC, the global IoT communication infrastructure cost and operating cost can be saved.

b) Ultra-narrowband

wireless division

division will focus on developing ultra-narrowband wireless technology and overcoming the challenges faced by current 5G networks,

thereby allowing cellular communication development to go beyond the 5G networks.

developing our ultra-narrowband PLC technology, we gained a lot of insight that is being used to develop a single carrier wave

ultra-narrow band wireless technology, which aims to increase data transfer rates from 4 Mbps to 64 Mbps.

Ideally, our ultra-narrow

band wireless technology will be able to achieve data transfer rates of 256 Mbps, which is close 5G speeds, which require 3,276

subcarrier waves.

The speed can be further increased if multiple carrier waves or higher operating frequencies are used.

current research and development efforts only focus on an operating frequency of 64 megahertz (MHz), which is about 100 times lower

than 4G networks (6 gigahertz (GHz)) and 5,000 times lower than 5G networks (up to 300 GHz).

Our technology’s 1,000 Hz bandwidth

is approximately 20,000 times narrower than 4G networks and 100,000 times narrower than 5G networks.

The narrower the bandwidth,

the less energy consumption.

By maintaining the 1,000 Hz band width, our ultra-narrowband wireless technology can save electricity

usage by a factor of up to 100,000 times when compared with a 5G networks.

We believe that our ultra-narrowband wireless technology

has the potential to push the wireless frontier well beyond 5G.

We expect to finalize our ultra-narrowband technology with data

transfer speeds of 64-256 Mbps during the first of second quarters of 2021.

infrastructure market is projected by Markets and Markets to reach USD 47,775 million by 2027, at a CAGR of 67.1%.

The major players

in the 5G infrastructure market are Huawei (China), Ericsson (Sweden), Samsung (South Korea), Nokia Networks (Finland), ZTE (China),

NEC (Japan), CISCO (US), CommScope (US), Comba Telecom Systems (Hong Kong), Alpha Networks (Taiwan), Siklu Communication (Israel),

and Mavenir (US).

Huawei (China) is the leader in the 5G infrastructure market.

Limited coverage, high energy consumption and expensive

infrastructure installation are the major bottleneck in 5G.

All the 5G technologies are based on broadband technology, our research

suggests there are very few, if any company working on ultra-narrowband technology and have difficulty finding any literature after

We believe that adopting our ultra-narrowband wireless technology, the 5G higher spectrum bands cost, 5G network hardware

cost and 5G energy consumption costs could be saved significantly.

interface machine auto generation division

in 2009, our company’s software user interface machine auto generation technology division has developed 100 sensors in arbitrary

combinations, all of which have been tested for IOS system.

RS-485 is the communication standard defining the electrical characteristics

of drivers and receivers for use in serial communications systems.

The current RS-485 standard modules available on the market

do not support more than 100 sensors.

The first version of UIMAGP has been completed and is ready for marketing.

be used in IoT software design, but also can be applied to other industry sectors, this division is planning to expand to other

industry as well.

The software market size

www.grandviewresearch.com, the market reached $388.98 billion in 2020.

___________________________________

7 Market Research Report “Powerline

Communication Market by Offering (Hardware, Software, and Services), Frequency (Narrowband, and Broadband), Application (Energy

Management and Smart Grid, and Indoor Networking), Vertical, and Geography –

Global Forecast to 2023,”

available at:

https://www.marketsandmarkets.com/Market-Reports/power-line-communication-plc-market-912.html (last accessed February 10, 2021).

Software market size.

of the biggest companies within the software industry today include Microsoft, IBM, Oracle, SAP and Salesforce, all boasting billion

dollar revenue figures.

None of them has developed a UIMAGP.

Any software which can be created by low code and no code programming

can also be created by using UIMAGP.

However, the software created by UIMAGP achieves what low code and no code programming cannot

because of the complexities of applying the code to different platforms and the accompanying required customization.

distinct features of UIMAGP is that the programming provides a starting point which includes foundational code that may be used

on any platform, operating system, etc.

This makes the final programming much more efficient, as it only needs relatively few lines

of code to program a complicated application.

Universal smart instrument division

division will focus on developing and marketing end user universal smart instruments and shared distributed universal IoT devices.

The development of universal smart instruments and IoT have a considerable amount of overlap, with the only difference being

the number of devices involved.

We take this overlap a step further, unify universal smart instruments and IoT into a single system,

eliminating any distinction between them.

Using USIP which is cost effective and fully production-ready hardware and software platform

have a huge advantage in shorting design, build, test and fix cycles.

The design cycle improved from a few years to a few weeks.

The smart home products including light control, air conditioner control, sprinkler control, garden light control, heating floor

control, motorized curtain control, pool filtration and algae control, smoke detector control, carbon monoxide measurement, motion

detector, doorbell have been designed and tested.

Industrial IoT devices design including industrial light control, temperature

control, humidity control, carbon dioxide control, digital lighting control, quantum PAR measurement and control, pH measurement

and control, TDS measurement and control, fan speed control has been completed.

We anticipate that this division will market and

distribute these products during the second quarter of 2021;

and start presale marketing during the first quarter of 2021.

The instrumentation industry is also very

large and difficult to estimate due to the high number of industry sectors.

However, the IoT industry sector is only a fraction

of the larger market.

MarketsandMarkets forecasts the global IoT market size is expected to reach $561 billion by 2022.

The key market players include Intel Corporation (US), SAP SE (Walldorf, Germany), Cisco Systems, Inc.

(US), Microsoft Corporation

(US), Oracle Corporation (US), International Business Machine (IBM) Corporation (US), PTC Inc.

(US), Google Inc.

(US), Hewlett-Packard

Enterprise (US), Amazon Web Services Inc.

(US), Bosch Software Innovation GmbH (Stuttgart, Germany) and General Electric (US).

All of these industry players’

IoT devices are of a traditional machine to machine type and have fundamental challenges

in terms of their cost and implementation.

Our shared distributed universal IoT devices are much more cost efficient.

This division will also focus on development

of device-on-a- chip ICs.

We will distinguish our DoC technology from the component ICs, these ICs are able to perform entire device

According to the “integrated Circuits Global Market Report 2020,”

global integrated circuits market was worth $412.3 billion in 2019.

The market is expected to grow at a CAGR of 5.09% and reach

a value of $502.94 billion by 2023.

Major players in the IC market are Intel Corporation, Texas Instruments, Analog Devices, STMicroelectronics,

NXP, ON Semiconductor, Micron, Toshiba, Broadcom and Qualcomm.

___________________________

9 The Business Research Company, March 2020, “Integrated

Circuits Global Market Report 2020,”

available at:

https://www.thebusinessresearchcompany.com/report/integrated-circuits-global-market-report

(last accessed January 24, 2021).

Products we are currently selling

We are also a wholesaler of various digital,

analog, and quantum light meters and filtration products, including fan speed adjusters, carbon filters and HEPA filtration systems.

We source these products from manufacturers in China and then sell them to a major U.S.

distributor, Hydrofarm, who resells our

products directly to consumers through retail distribution channels and in some cases, places its own branding on our products.

Specifically, we sell the following

Fan speed adjuster device .

a fan speed adjuster device to our client Hydrofarm.

Designed specifically for centrifugal fans with brushless motors, our adjuster

device helps ensure longer life by preventing damage to fan motors by adjusting the speed of centrifugal fans without causing the

motor to hum.

These devices are rated for 350 watts max, have 120VAC voltage capacity and feature an internal, electronic auto-resetting

circuit breaker.

Our Fan Speed Adjuster Device

Carbon filter devices.

types of carbon filter devices to our client Hydrofarm.

These carbon filter devices are professional grade filters specifically

designed and used to filter air in greenhouses that might be polluted by fermenting organics.

One of these filters can be attached

to a centrifugal fan to scrub the air in a constant circle or can be attached to an exhaust line as a single pass filter, which

moves air out of the growing area and filters unwanted odors and removes pollens, dust, and other debris in the air.

filter is designed to be used with fans from 0-6000 C.F.M.

Our Carbon Filter Device

HEPA filtration device.

a high-efficiency particulate arrestance (“HEPA”) filtration device at wholesale prices to our client Hydrofarm.

Manufactured,

tested, certified, and labeled in accordance with current HEPA filter standards, this device is targeted towards greenhouses and

grow rooms and designed to keep insects, bacteria, and mold out of grow rooms.

We sell these devices in various sizes.

Our HEPA Filtration Device

Digital light meter.

a handheld digital light meter that is used to measure luminance in fc units, or foot-candles.

Our Digital Light Meter Device

Quantum par meter .

handheld quantum par meter used to measure photosynthetically active radiation (“PAR”).

This fully portable handheld

PAR meter is designed to measure PAR flux in wavelengths ranging from 400 to 700 nm.

It is designed to measure up to 10,000 µmol.

Our Quantum Par Meter Device

Strategy behind the AVX Acquisition

On March 15, 2019, the Company completed

1 unchanged sentence

based in southern California.

AVX was established in 2000 with the goal

of providing high-performance, easy-to-use Audio/Video, Home Theater, Lighting Control, Automation and Integration services for

high-net-worth residential projects.

AVX believes in designing from the ground up by working with designers, builders and other

integrators, and has become an expert in making all systems integrate, creating CAD and line drawings for all electronic sub-systems

and as-built drawings for completed projects.

AVX brings decades of experience in the design and installation of distributed music,

media rooms and home theaters with an emphasis on convenient and easy-to-operate control systems.

AVX’s portfolio of integrated

home automation and commercial security products and services allows customers to remotely control, monitor and manage their homes

and commercial spaces from any smart device.

AVX’s primary customer base is made

up of high-end contractors, designers and homeowners.

AVX also provides services to commercial clients.

The company is certified

with high-end smart automation vendors mostly consisting of Crestron and Control4 to install full solutions for residential and

commercial projects.

In addition, AVX’s employees work with some of the most reputable brands in audiovisual and home entertainment.

AVX also works with some of the best telephone, internet, security and other service providers to provide a total solution for

its customers.

With the hiring of our COO Ian Patterson

and our Director of Marketing Devesa Sarria, AVX will take a multi-pronged approach to growing the current business while adding

divisions that promote customer service, commercial work and the deployment of new technology, such as our Ubiquitor.

While certain AVX projects may in some

cases take 2-4 years to complete, we will begin to focus on smaller-scale projects that can produce equal revenue through multiple

short-term projects.

To accomplish this, we will move into a lower home cost threshold and work with both commercial and residential

developers to add our products and services into spec homes and luxury condo builds.

We will also branch into commercial smart

buildings and adding technologies into built facilities.

To successfully market AVX’s products

and services, we will rebuild our website, adding large amounts of additional content as well as a more user-friendly project interface

to ensure the prospective client gets a full picture of the services provided.

We will also launch Google ad campaigns coupled

with industry sales sites, such as Angie’s List and Home Advisor, as well as a full-scale social media campaign.

Furthermore, we intend to scale AVX to

ensure that we can compete for a larger market share, reaching outside the Los Angeles area.

This scaling will be achieved with

the growth of staff as well as through future acquisition and mergers.

We believe that integrating and applying

our universal smart technology to the products and services currently offered by AVX will open up doors to introduce smart home

technologies to an untouched market in middle class income brackets and neighborhoods, exponentially increasing our market share

A universal smart centralized controller, combined with smart home sensor nodes, will replace almost all electronic

controlling devices used in household electronics, including light and air conditioning, swimming pools, garage doors, sprinklers,

motorized curtains, smoke detectors, carbon monoxide detectors, motion sensors, leak detectors, doorbells and surveillance cameras

at a fraction of the cost.

Successful launching of these products will also provide a strong case study for our universal smart

The AVX team will be responsible for the installation, integration and promotion of these products.

AVX currently services the Los Angeles

market, primarily concentrating on residential projects.

As of the date of this prospectus, AVX has several projects under contract

at various stages of development.

AVX plans to hire more technicians to handle the workload for new projects that are being negotiated.

AVX also plans to expand its reach by diversifying its current marketing initiatives and increasing its operating and marketing

Strategy behind the AVX Acquisition

We believe that our Ubiquitor device could

revolutionize the smart home market because there are so many applications that can be utilized in a smart home system, such as

monitoring temperature, humidity, light, smoke, carbon monoxide levels, power usage and production, etc.

In other words, all smart

home products we install could share the same common universal central control in the Ubiquitor device.

Currently, smart home automation

consists of the installation of dozens of digital devices.

Incorporating the Ubiquitor device into these home installations would

allow the end user to do all of the work of these digital devices from one device.

This will dramatically reduce the costs of smart

home product installation.

Through our acquisition of AVX, we are

4 unchanged sentences

We believe these product lines could

be completed within 6-12 months.

plan to offer a complete line of smart products, designed by Focus Universal, and marketed and installed by AVX, in the $3,000

Where a family would likely choose not to put a $300,000 system in a $150,000 home, even if they could afford to do so,

the same family could more easily welcome the product at the $3,000 price point.

We believe smart home installation with the Ubiquitor

product will include many more devices than the current systems offered by our competitors.

By leveraging the integration of our

new power line communication technology into the universal smart technology, the installation becomes much simpler and cost effective.

Thus, we believe our system could reduce both product costs and installation costs.

be completed by the end of 2021.

is our intention to offer a complete line of smart home products, designed by Focus Universal, and marketed and installed by AVX,

in the $3,000 range.

Where a family would likely choose not to install a $300,000 system in a $150,000 home, even if they could

afford to do so, the same family would be more inclined to install a smart home product at the $3,000 price point.

We believe smart

home installation based on the Ubiquitor will include more functionalities than the current systems offered by our competitors.

Our smart home systems would be able to integrate, exchange data, interact and connect utilizing our PLC technology.

the installation process would be simplified, and its costs would be dramatically reduced.

successfully integrated, the Ubiquitor will be central to every smart home installation that AVX does.

The Ubiquitor’s connectivity

capabilities will allow for that system to be expanded in the future.

hope to complete the design for the first hardware products, specifically, a surveillance camera and a doorbell, by the end of

this year and believe we can begin to start installing these new shared distributed smart home products in the next few years.

In another method to reduce costs, we plan to offer a zero down payment option for installation and charge a monthly subscription

fee for these installations.

capabilities will allow for that system to be expanded and customized in the future.

intend to complete the design for the first hardware products, specifically, a surveillance camera and a doorbell, by the end of

2021 and believe we can begin to start installing these new shared distributed smart home products in the next few years.

to offer a zero down payment option for the installation of AVX’s smart home systems and charge a monthly subscription fee

Notwithstanding

the foregoing, should we be unable to successfully integrate the Ubiquitor into AVX’s smart home installations, the Ubiquitor

will continue to be a flagship product of our Company that can be utilized for a variety of purposes in myriad other industries.

Other Traditional Handheld Meters

Filter and Handheld Meter Wholesaler

We are also a wholesaler of various digital,

analog, and quantum light meters and filtration products, including fan speed adjusters, carbon filters and HEPA filtration systems.

The global filtration market size was valued at $71.32 billion in 2018, growing at a CAGR of 4.9% through 2025 due to the rising

amount of particulate matter owing to increasing pollution 3 We source these products from manufacturers in China and

then sell them to a major U.S.

distributor who resells our products directly to consumers through retail distribution channels.

Specifically, we sell the following products:

Fan Speed Adjuster device .

a fan speed adjuster device to retailers and distributors.

Designed specifically for centrifugal fans with brushless motors, our

adjuster device helps ensure longer life by preventing damage to fan motors by adjusting the speed of centrifugal fans without

causing the motor to hum.

These devices are rated for 350 watts max, have 120VAC voltage capacity and feature an internal, electronic

auto-resetting circuit breaker.

Carbon filter devices.

two types of carbon filter devices to distributors.

These Carbon filter devices are professional grade filters specifically designed

and used to filter air in greenhouses that might be polluted by fermenting organics.

One of these filters can be attached to a

centrifugal fan to scrub the air in a constant circle or can be attached to an exhaust line as a single pass filter, which moves

air out of the growing area and filters unwanted odors and removes pollens, dust, and other debris in the air.

The other filter

is designed to be used with fans from 0-6000 C.F.M.

HEPA filtration device.

an organic air high-efficiency particulate arrestance (“HEPA”) filtration device at wholesale prices to distributors

and retailers.

Manufactured, tested, certified, and labeled in accordance with current HEPA filter standards, this device is targeted

towards greenhouses and grow rooms and designed to keep insects, bacteria, and mold out of grow rooms.

We sell these devices in

various sizes.

Digital light meter.

a handheld digital light meter that is used to measure luminance in fc units, or foot-candles.

The meter we sell is designed to

be full cosine corrected for the angular incidence of light (meaning if you are not holding the sensor perpendicular to the light

source, the sensor will still read the light correctly).

The meter has a built-in low battery indicator and is designed to accurately

measure to 40,000 FC.

Quantum par meter .

handheld quantum par meter used to measure photosynthetically active radiation (“PAR”).

This fully portable handheld

PAR meter is designed to measure PAR flux in wavelengths ranging from 400 to 700 nm.

It is designed to measure up to 10,000 umol.

_____________________

3 Grand View Research.

February) Filters Market Size, Share & Trends Analysis Report by Product (Fluid Filters, ICE Filters), by Application (Motor

Vehicles, Industrial & Manufacturing, Consumer Goods Utilities), by Region, and Segment Forecasts, 2020-2027.

Retrieved at:

https://www.grandviewresearch.com/industry-analysis/filters-market.

The Internet of Things

The Internet of Things (IoT) is a system

of interrelated devices that are connected to a network, exchanging data without necessarily requiring human-to-machine interaction.

Examples include smart factories;

smart home devices and systems;

medical monitoring devices and systems;

wearable technology devices,

for example, fitness trackers;

and smart city infrastructures.

IoT devices are often called “smart”

because IoT devices typically have sensors and complex data analysis programs.

IoT devices collect data using sensors and offer

services to the user based on the analyses of the data and according to user-defined parameters.

Gartner forecasts that 25 billion connected

things will be in use worldwide by 2021, 4 and a new Business Insider Intelligence study predicts that the IoT market

will grow to over $2.4 trillion annually by 2027.

5 Global research projects the total installed base of IoT connected

devices to amount to 21.5 billion worldwide by 2025.

More specifically, the global industrial

internet of things (IIoT) market, which we plan to enter, is expected to reach $949.42 billion by 2025, according to a new report

by Grand View Research, Inc.

7 Further, the IIoT market is projected to expand at a CAGR of 29.4% during the forecast

8 Rising demand for machine-to-machine systems, the need to contextualize the operation of technology data, and

a preference for predictive maintenance are the factors anticipated to drive the IIoT market growth.

Having realized that IIoT

can help in drastically improving functional efficacies, several companies across the globe are implementing predictive maintenance

techniques based on smart sensors and compatible software.

Predictive maintenance can particularly aid in limiting equipment downtime

and improving the safety of the environment in which the system operates.

The plummeting prices of sensors and data analytics software

are also encouraging enterprises to adopt IIoT technologies.

As such, a growing focus on investing in digital literacy rather than

in infrastructure and the subsequent growth in investments in the adoption of advanced analytics tools is turning out to be another

emerging trend among manufacturing entities.

The IIoT market continues to evolve in

line with the rising preference for cloud integration coupled with the continued adoption of state-of-the-art data analytics tools

and smart sensors for facility and inventory management and optimization of logistics and supply chain using smart metering.

IIoT market for agriculture end use is expected to grow considerably as the use of IIoT technology for applications, such as managing

of water and soil levels, operating drones for field monitoring, livestock monitoring, precision farming, and managing smart greenhouses,

gains traction.

However, concerns over technology integration, interchangeability, and interoperability are some of the factors

expected to the restrain IIoT market growth over the forecast period.

Assuming a 2025 market size of 75.44 billion

devices, the design and production efficiencies of products become critical.

We believe every device on the market and the software

required to operate it is designed from scratch.

In addition, we believe none of the devices on the market are compatible, interchangeable

or interoperable outside of, at best, a single manufacturer’s ecosystem.

As a result, the communication among such devices

is either non-existent or is extremely difficult to accomplish.

Thus, up to now, we believe the IoT is still in the early stages

of its development.

We believe that the collective approach

of designing hardware and manual software from scratch is unable to satisfy the increasing demand of IoT devices.

Because we believe

the demand will sharply increase in the coming months and years, we plan to take a different approach.

By integrating IoT device

hardware and software design, we hope we will have created the concept of universal smart technology.

Universal smart technology generalizes

the IoT hardware design by introducing a common reusable foundation component –

our proprietary Ubiquitor device.

that the Ubiquitor will integrate components common to IoT devices, such as displays, communication mechanisms, universal smart

instrument operating systems, and architecture-specific components (that is, sensor modules).

The Ubiquitor and the sensor modules

together perform the functions of IoT instruments, and this combination is designed to replace the traditional IoT instrument at

a fraction of their current market prices.

_____________________

(2018, November 7) Gartner Identifies

Top 10 Strategic IoT Technologies and Trends.

Retrieved at:

https://www.gartner.com/en/newsroom/press-releases/2018-11-07-gartner-identifies-top-10-strategic-iot-technologies-and-trends.

5 The Internet of Things 2020 Report.

Insider Intelligence .

Retrieved at:

https://store.businessinsider.com/products/the-internet-of-things-report.

6 Statista Research Department.

(2016, November 27)

Internet of Things –

Number of Connected Devices Worldwide 2015-2025.

Retrieved at:

https://www.statista.com/statistics/471264/iot-number-of-connected-devices-worldwide/.

7 Grand View Research “(2019, June).

IoT Market Size Worth $949.42 Billion by 2025 | CAGR:

Retrieved at:

https://www.grandviewresearch.com/press-release/global-industrial-internet-of-things-iiot-market

(last accessed October 4, 2019).

Essentially, universal smart technology

recognizes that devices across the IoT market, including those from differing manufacturer ecosystems and even standalone devices,

have tremendous commonality.

However, design choices outside of this commonality prevent interoperability.

We are attempting to

develop universal smart technology to offer a hardware and software platform that utilizes the commonality found across devices

and ecosystems to create a standard foundation upon which any device manufacturer can offer customization.

This foundation cuts

both software and hardware development times dramatically, while still offering product customization to a great degree.

a designer or manufacturer may proceed with customization with the knowledge that the resulting product will interoperate with

any other device or ecosystem that uses universal smart technology as a foundation.

Parallel to the above development, we also

intend to develop a software auto-design technology.

When sensor modules are plugged into the Ubiquitor, the user interface parameters

saved at the sensor modules would be sent to the Ubiquitor.

From the Ubiquitor, the user interface parameters may be sent to a

universal display, such as a smartphone or a computer.

A universal smart instrument operating system saved on the universal display

would automatically generate the user interface within milliseconds instead of such a display requiring months or years of software

development work.

On the sensor side of the system, we intend to develop a software algorithm that may be programed along with,

and integrated into, the hardware, as the hardware design progresses.

As a result, an embedded coding hardware engineer would be

able to design both sensor module hardware and the user interface.

Thus, a dedicated software engineer for software development

would no longer be needed.

By utilizing the universal smart instrument operating system, the hardware engineer would only need

to provide the user interface parameters, rather than code the entire user interface.

This technology would significantly improve

the efficiency of the software design process.

Integration of the universal hardware design,

software auto-design and Focus’s proprietary power line communication technology (discussed in greater detail below) would

offer a cost effective and feasible solution to the IoT world.

We hope to build the pilot IoT system consisting of approximately

1,000 sensor nodes by the end of 2019.

The preliminary case studies of our technology suggest that the predicted design cycle reduction

and accompanying cost savings may be as much as an order of magnitude better than the traditional IoT counterpart.

Universal smart technology can make use

of integrated circuits.

An integrated circuit, sometimes called a chip or microchip, is a semiconductor wafer on which thousands

or millions of tiny resistors, capacitors, and transistors are fabricated.

An integrated circuit can function as an amplifier,

oscillator, timer, counter, computer memory, or microprocessor.

The impact of integrated circuits on our lives has been enormous.

Integrated circuits have become the principal components of almost all electronic devices.

These miniature circuits have demonstrated

low cost, high reliability, low power requirements, and high processing speeds compared to the vacuum tubes and transistors that

preceded them.

Integrated circuit microcomputers are now used as controllers in equipment such as machine tools, vehicle operating

systems, and other applications where hydraulic, pneumatic, or mechanical controls were previously used.

Because integrated circuit

microcomputers are smaller and more versatile than previous control mechanisms, they allow the equipment to respond to a wider

range of input and produce a wider range of output.

They can also be reprogrammed without having to redesign the control circuitry.

However, integrated circuits are simply

hardware –

they do not have a software component.

With the development of integrated circuit technologies, any circuit that

may be possibly integrated has been integrated.

Because integrated circuits lack an inherent software component, hardware engineers

have to code custom-embedded software into the integrated circuits.

With universal smart technology, it is our intention that only

our standardized hardware and software can be integrated into the componentry.

The current custom design or design-from-scratch

approach results in circuits designed by different vendors or different engineers being incompatible, noninterchangeable and noninteroperable.

These issues limit the degree of integration among traditional integrated circuits to the component level.

Because the custom designed

traditional IoT devices lack common circuitries, the traditional IoT devices are only capable of simple machine-to-machine communications.

They are not able to share any hardware and software.

Communications among the traditional IoT devices from different vendors is

very difficult.

By integrating the common universal smart

instrument operating system and universal smart technology into the integrated circuit design, we believe the degree of integration

can be improved from the component level to the device level.

We intend that the integrated circuits based on universal smart technology

can function as standard, universal, off-the-shelf items.

Once designed, there is no further design work required.

We believe our

universal IoT devices, including both the universal smart technology hardware and software, are substantially completed;

completely eliminating the need to design from scratch.

In fact, the final design of our sensor modules is all that is required

for a new IoT device that uses 90% of the common foundation of universal smart technology.

The 90% common foundation used and shared

in the design of universal IoT devices would result in a huge cost savings.

Integrating the 90% common foundation into a single

integrated circuit would also significantly increase the production efficiency and reliability.

The soldered components in the

traditional IoT devices will show less reliability due to the use of many components.

We are working on the integrated circuit

design based on universal smart technology.

We believe that the universal IoT based on our proprietary universal smart technology,

supported by wireless technology, will offer a feasible and cost-effective solution to the current IoT bottleneck.

Research and Development Efforts of

Power Line Communication

Power Line Communication (“PLC”)

is a communication technology that enables sending data over existing power cables.

One advantage is that PLC does not require

substantial new investment for its communications infrastructure, it utilizes existing power lines.

These power lines form a distribution

network that already penetrates in to every residential, commercial and industrial premises.

Ideally, the power lines could be

used to carry voice, data and video traffic.

Given that the power grid is an established ubiquitous network, connectivity via PLC

is potentially the most cost-effective, scalable interconnectivity approach for the internet of things.

We believe PLC can be an

integral part of our communication infrastructure for the IoT, which enables reliable, real-time measurements, monitoring and control.

A large variety of appliances may be interconnected by transmitting data through the same wires that provide electrical energy.

Wireless networks

allow multiple users to access large amounts of information without the hassle of running wires to and from each IoT device (See

“Risk Factors”

However, wireless networks are far from perfect;

and there are a number of disadvantages that

an individual or organization may face when using a wireless network.

Thus, we hope that our proprietary power line communication

technology could potentially offer a promising alternative to wireless networks.

PLC has been around for many years, leading

some to believe that it is a mature technology.

Current leaders in the industry include Siemens (Germany), Netgear (US), ABB (Switzerland),

Ametek (US), Schneider Electric (France), General Electric (US), TP-Link Technologies (China), D-Link (Taiwan), Landis+Gyr (Switzerland),

Nyx Hemera Technologies (Canada).

Harsh electrical noise present on power lines and variations in equipment and standards make

communications over the power grid difficult and present a number of fundamental challenges for data transfer.

The primary design

goal of the power line network is electric power distribution.

It was not originally designed as a communication channel.

propagating along the power line are subjected to very large amounts of noise, attenuation, and distortion that make them erratic,

with several attributes varying over time.

PLC is susceptible to noise from devices linked to the power supply infrastructure,

for example, fluorescent tube lights, drills, hair dryers, microwave ovens, computers, switch mode power supply, cellphone chargers,

dimmers, refrigerators, televisions, washing machines, and vacuum cleaners.

All the trials of PLC technology appear to have resulted

in power companies and internet service providers deciding that the technology is mature, and, in its mature state, not viable

as a means of delivering broadband internet access.

The technological challenges have impeded, or even halted, progress.

We are performing research and development

with the intention of inventing our own PLC technology that attempts to tackle two challenges:

1) overcoming interference caused

by electronic noise on the power line system;

and 2) bandwidth.

Preliminary internal testing suggests that we have achieved noise

rejection and interference suppression at five orders of magnitude better than the traditional PLC technology.

This allows the

communication range to increase from 100-200 meters to several kilometers, and the communication speed to also increase a factor

Recently, during internal testing, we believe our technology shows robustness against noise and interference, with no detectable

interference occurring when six industrial blowers, notorious for causing electrical noise, and a large air conditioning unit were

connected to an electrical line passing a control signal.

State of the art PLC technologies may offer sufficient bandwidth, but

they cannot effectively deal with the interference of electric noise on the system.

In our preliminary internal testing, we believe

we have been able to increase bandwidth of 4 Mbits/s with the potential for more, while simultaneously effectively dealing with

any interference.

We have already begun design of a proprietary power line communication microchip and have set an intended launch

date for 2020.

Since every room in residential and commercial

structures already include multiple power outlets, the power line infrastructure represents an excellent network to share data

among intelligent devices, specifically in the smart home installations that we are currently performing.

Using PLC would mean

that costly ethernet cable networks to carry network information could be eliminated, as the same signals may be carried on the

existing power lines.

We plan to leverage the communications

technology of PLC to enhance the Ubiquitor and make the Ubiquitor a central component of the smart home and gardening systems we

are currently developing.

The goal would be that our Ubiquitor would be used to send or receive control signals from a smart device,

and control hundreds of devices in near real time.

We intend to apply the same concept to commercial and industrial applications.

we plan to design a full line of products for the gardening industry by integrating the Ubiquitor device into a gardening system.

The system would include a light control node, temperature sensor, humidity sensor, digital light sensor, quantum PAR sensor, pH

sensor, total dissolved solids (“TDS”) sensor and carbon dioxide sensor design.

We believe the combination of these

sensors would offer the same features as a combination of dozens or even hundreds of different instruments in the gardening industry.

The Ubiquitor would be used to replace these devices and could offer another case study of the effectiveness of the application

of universal smart technology to such systems.

The development of universal smart instruments

and the IoT have a considerable amount of overlap, with the only difference being the number of sensor nodes involved.

to take advantage of this overlap and unify universal smart instruments and the IoT into a single system, building the IoT infrastructure

for both residential and commercial uses and charging monthly subscription fees.

End users will be able to plug any peripheral

devices into the power outlet and enjoy the IoT connectivity throughout their home.

we hope to establish five divisions to bring our technology together:

1) AVX with new shared distributed smart home products powered

by the Ubiquitor;

2) an IT division in software machine design;

3) Universal Smart Instrumentation;

4) power line communication;

and 5) an IoT division.

will continue to be a flagship product of our Company that can be applied to a variety of other purposes in the different industries

and fields mentioned above.

We currently operate in the scientific

instruments industry and the smart home installations industry and plan to apply several of our new technologies to the IoT marketplace.

of Key Technical Abbreviated Terms

Generation Mobile Wireless Telecommunications Network

Frequency Shift Keying

Area Networks

Evolution Networks

Metal-Oxide-Silicon

Line Communication

Ultra-narrowband

Smart Instrumentation Operating System

Smart Instrumentation Platform

Growth Strategy

Strategy and Marketing Plan

The Company’s plan to market the

USIP to industry first, including key growth industries such as indoor agriculture.

Once the technology is established there, the

core technologies of universality and interoperability through a readily available device, such as a mobile device or smartphone,

may be ported to products specifically intended for a consumer/residential market.

While industrial markets are large, the consumer/residential

market is even larger.

The Company plans to market the USIP to

the industrial sector first, including key growth industries such as indoor agriculture.

Once the technology is established there,

the core technologies of universality and interoperability through a readily available device, such as a mobile device or smartphone,

may be ported to products specifically intended for the consumer and residential markets.

While industrial markets are large, the

consumer and residential markets are even larger.

This two-phase approach will allow for continuous and increasing revenue growth.

Moreover, during the industrial

phase, the Company can test and refine products to ensure that they are ready for the consumer market.

In future phases, we plan

to bring in additional technologies to bear that are in the early phases of research and development now.

These technologies will

both advance and support these core technologies of phases one and two.

Again, these technologies are targeted to both the industrial

and consumer markets, so that both areas will experience continued revenue growth.

These additional technologies include:

Next-generation IoT technology.

The Company is creating IoT technology that is based on the universal

smart technology established by the sensors network discussed above;

Anti-interference power line communication (PLC) technology.

The Company is developing new PLC

technology that overcomes the problems caused by the electrical noise present on power line communication systems.

This new technology

is in the form of a PLC receiver that can reject noise interference, which enables an acceptable signal-to-noise ratio to be achieved,

even using a relatively weak signal.

We have designed, manufactured, marketed

and distributed our electronic measurement devices, such as temperature humidity meters, digital meters, quantum PAR meters, pH

meters, TDS meters, and CO2 monitors, for many years, creating a broad and loyal customer base.

The universal smart technology

has been applied to our existing traditional devices and demonstrated significant functionality improvement and hardware cost savings.

Moreover, during the industrial phase of development, the Company will be able to test and refine its products to ensure that they

are ready for the consumer and residential markets.

Once we have successfully entered the industrial

sector, we intend to roll out additional technologies that are currently under development.

These technologies will both advance

and support the core technologies marketed in phases one and two to the industrial and consumer markets.

We will continue to design, manufacture,

market and distribute our electronic measurement devices, such as temperature humidity meters, digital meters, quantum PAR meters,

pH meters, TDS meters, and CO2 monitors.

Over the years we have developed a broad and loyal customer base.

The universal smart

technology has been applied to our existing traditional devices and demonstrated significant functionality improvement and hardware

cost savings.

We believe hardware cost reductions of up to 90% have been achieved.

Promoting universal smart technology and universal smart IoT

devices are the focus of our future business.

Our major marketing focus is promoting

our universal smart technology, including both the hardware and software, to traditional instrument manufacturers.

However, promoting universal smart technology

and universal smart IoT devices to our customers, including traditional instrument manufacturers, will be the major focus of our

business in the future.

Different markets require different strategies.

We divided our customers into a few segments to determine what specific marketing technique will reach each targeted group

and what each group needs.

a) Our Existing Customer

We divided our customers into a few segments to determine what specific marketing technique will reach each targeted group and

a) Our Existing Customer, Hydrofarm

To minimize the upfront cost of entering

a market, we must choose our entry point carefully so as to find one that offers the least possible resistance, while at the same

time opening doors into adjacent markets later on.

It costs more to attract new customers than to retain and increase sales to

our existing customer, Hydrofarm.

Our universal smart instruments designed, developed and manufactured at current stage are targeting

our existing customers.

We have manufactured and distributed these traditional instruments for many years;

however, we did not

manufacture their corresponding controllers since all the research and development resources were focused on the development of

universal smart technology.

The seven universal smart sensors have now been designed and manufactured.

a market, we must choose our entry point carefully so as to find one that offers the least possible resistance.

It costs more to

attract new customers than to retain and increase sales to our existing customer, Hydrofarm.

The design, development and manufacture

of our universal smart instruments is targeted to increase current sales to our existing customer.

Our current customer, Hydrofarm, is the

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including sensors and controllers, will be distributed to Hydrofarm.

Smartphones can be used for display and control for all the

Smartphones can be used for display and control of all the

sensors and controllers in the horticulture industry.

By the end of 2019, we developed all of the necessary sensors

By the end of 2020, we completed the development all of the necessary sensors

used in the gardening industry, including a light control node, temperature sensor, humidity

sensor, digital light sensor, quantum PAR sensor, pH sensor, TDS sensor and carbon dioxide sensor and we finished all the circuit

sensor, digital light sensor, quantum PAR sensor, pH sensor, TDS sensor and carbon dioxide sensor;

and we finished all the circuit

layouts for the pilot IoT system for the gardening industry (consisting of approximately 1,000 sensor nodes and controllers).

We sent these circuit layouts to the manufacturer for production.

However, due to the coronavirus, the production was delayed because

of the closure of the manufacturers and suppliers.

We also plan by the middle or third quarter of 2020 to market our newly developed

Ubiquitor device to Hydrofarm, who we hope will market the device to its customers.

We sent these circuit layouts to our manufacturer in China for production.

However, due to the coronavirus pandemic, the production

By the third quarter of 2021 , we intend to market

our Ubiquitor device to Hydrofarm, who in turn will resell and market the device to its customers in the horticulture industry.

b) Online Customers

We intend to use traditional and specialized

E-commerce outlets to help with our brand awareness online.

e-commerce outlets to help with online brand awareness.

By analyzing Amazon’s data, we plan to determine which traditional

instruments have high selling volume and at a sensible price point.

We would then sell directly to the consumers and industrial

Future research and development will focus on integration of the sensors into the universal smart instruments which

have existing markets.

instruments have the highest selling volumes and at what price point.

Future research and development will focus on integrating

the sensors used in these instruments into the universal smart instruments to leverage on their existing markets.

c) Traditional Controller and Remote-Control

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and require a corresponding monitor in which unidirectional communication is needed.

For example, the traditional temperature meter

may cost about $15 and a temperature controller may cost about $100.

The wireless bi-directional communication supported by the

smartphone or mobile device offers even bigger cost reduction in controller design and manufacturing.

For example, a traditional temperature meter

may cost approximately $15 and a temperature controller may cost approximately $100.

The wireless bi-directional communication

supported by a smartphone or mobile device offers cost reduction in controller design and manufacturing.

Traditional remote control

is accomplished through hardware, with the proliferation of the smartphone, a lot of remote control applications can be replaced

by the smartphone.

Universal smart technology will also play an important role in the traditional control applications.

controller users are one of highest profit margin customers of the universal smart technology.

is accomplished through hardware, which can be replaced by a smartphone.

Universal smart technology will also play an important

role in traditional control applications.

Traditional controller users are one of highest profit margin customers of universal

smart technology.

d) Special Customers

For customers in which the instrument’s

compatibility, interoperability and interchangeability, universality, upgradeability, expandability, scalability, and remote

access ability are crucial, the universal wireless smart technology has several fundamental advantages over traditional instruments

in terms of the hardware cost and functionality.

End users not only enjoy the remote access of their sensors wirelessly but also

save the cost of the hardware module which was replaced by the already purchased smartphone.

For customers who consider an instrument’s

compatibility, interoperability, interchangeability, universality, upgradeability, expandability, scalability, and remote access

ability as crucial, universal smart technology has several fundamental advantages over traditional instruments in terms of hardware

cost and functionality.

End users will not only enjoy the remote access to their sensors wirelessly but also save the cost of the

hardware module which will be replaced by a smartphone.

e) Traditional Instruments Manufacturers

We will first focus on our existing instruments

and convert them into universal smart devices, then we will market them to our existing customers.

This involves us not only turning

our existing devices into universal smart devices but also upgrading our existing devices to their corresponding controllers and

selling directly to our same customers.

We will continue transferring the traditional instruments to their corresponding

universal smart ones and market them directly to the wholesalers.

An inside sales team will be set up for the marketing work.

are roughly 30,000 different types of sensors or probes worldwide –

too many for us to work on.

We may consider simply selling

the Ubiquitor directly to the instrument manufacturers and let them distribute it through their established platforms.

We may consider selling the Ubiquitor directly

to instrument manufacturers and allowing them to distribute it through their established platforms.

We are putting together an internal sales

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We believe that universal smart technology

will play a critical role for traditional industrial instrument manufacturers, as it is too expensive and difficult to develop

will play a critical role for traditional industrial instrument manufacturers, because it is too expensive and difficult to develop

industrial instrument sensors for medium or smaller companies or individual homes.

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Our goals over the next three years include:

Raise capital to move to full manufacturing and production for our Ubiquitor device;

Partner with manufacturers and promote the adoption of our Ubiquitor platform;

Raise capital to move into full manufacturing and production for our Ubiquitor device;

Partner with manufacturers and promote the adoption of our Ubiquitor device in a USIP;

Acquire a stable market share of the sensor device market;

Continue performing research and development on power line communication technology;

Focus on building our smart home offerings so that we can reduce the cost of smart home implementation

to focus on mass-production of smart home installation and implementation;

File additional patents to expand our intellectual property portfolio related to the many uses

of our Ubiquitor device;

File patents to protect our power line communication technique.

Continue performing research and development on PLC technology;

Focus on building our smart home offerings so that we can reduce the cost of smart home implementation to focus on expanding smart home installation and implementation beyond luxury homes;

File additional patents to expand our intellectual property portfolio related to the many uses of our Ubiquitor device;

File patents to protect our PLC technology.

In order to achieve these goals, we intend to focus on the following

Position the Ubiquitor product as the industry standard in universal sensor reading technology;

Position the Ubiquitor device as the industry standard in universal sensor reading technology;

Establish strategic supply chain channels to facilitate efficient production operations;

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requiring us to wait years for marketing and sales cycles to materialize.

We have used with our acquisition of AVX, and in the

future hope to continue to use M&A, to find and secure opportunities that will either:

(i) achieve the objective of growth

in our market segments;

or (ii) provide an area of expansion that will add to the Company’s products and/or service lines

in markets that we are currently not serving but could be if we had the appropriate expertise.

The resulting combination of our

existing products and services, adding new key personnel, and forming strategic partnerships through M&A will allow us to operate

in new markets and provide new offerings to our existing market.

We have used this growth strategy in our acquisition

of AVX, and in the future intend to continue to use M&A to find and secure opportunities that will either:

(i) achieve the

objective of growth in our market segments;

or (ii) provide an area of expansion that will add to the Company’s products

and/or service lines in markets that we are currently not serving but could serve if we had the appropriate expertise.

The resulting

combination of our existing products and services, new key personnel, and strategic partnerships through M&A will allow us

to operate in new markets and provide new offerings to our existing market.

Acquiring key competitors may allow the

addition of quality staff to our team.

We hope these additions may include people with vast industrial knowledge, which can act

as a catalyst to future growth.

We will seek to target synergistic acquisitions in the same industry but in different geographic

locations, which will allow us to actively compete on a regional or national scale in our IoT segment.

If we target b usinesses

in the same sector or location can hope to combine resources to reduce costs, eliminate duplicate facilities or departments, and

increase revenue.

We hope this will help us grow more quickly to maximize investor returns.

addition of key personnel to our team.

These additions may include people with vast industry knowledge, which can act as a catalyst

to further our growth and lead to the development of new products and business lines.

We will seek to target synergistic acquisitions

in the same industry, targeting different geographic locations, which will allow us to actively compete on a regional or national

scale in the IoT segment.

If we target b usinesses in the same sector or location we hope

to combine resources to reduce costs, eliminate duplicate facilities or departments and increase revenue.

We believe this strategy

will allow for accelerated growth and maximize investor returns.

One of our key strategies to grow by acquisition

is acquiring smaller businesses that focus on IoT installation technology (industrial or residential) and hopefully in the USIP

or PLC industries.

is to acquire smaller businesses that focus on IoT installation technology (industrial or residential) and in the USIP or PLC industries.

Equipment Manufacturer (“OEM”) Engineering Consulting and Design Services

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Direct, on-site consulting will educate

our industrial consumers to understand the many ways our technology can be implemented in a variety of industrial capacities.

believe that we are well positioned to perform product design and perform engineering consulting services for any future

OEM customers.

our industrial consumers on the many ways our technology can be implemented in a variety of industrial applications.

that we are well positioned to perform product design and perform engineering consulting services for future OEM customers.

We believe we can operate as a seamless extension of our customers’

engineering organizations and add scale,

flexibility and speed to their design processes.

We will not be able to offer such engineering consulting and design consulting

services until the Ubiquitor is being produced and distributed.

We believe that once the Ubiquitor is being produced and distributed,

we will have hired and trained enough engineers to execute our consulting strategy.

Due to the timeline for the Ubiquitor, we believe

that the earliest we would feasibly be able to implement such consulting services would be the fourth quarter of 2020.

that through our engineering consulting services strategy that we will become our customers’

engineering organizations and add scale, flexibility

and speed to their design processes.

We will not be able to offer such engineering consulting and design consulting services until

the Ubiquitor is being produced and distributed.

We believe that once the Ubiquitor is being produced and distributed, we will

have hired and trained enough engineers to execute our consulting strategy.

Due to the timeline for the roll out of the Ubiquitor,

we believe that the earliest we would feasibly be able to implement such consulting services would be the fourth quarter of 2021.

Through our engineering consulting services strategy, we intend to become our customers’

engineering partner at all stages

of the design cycle so that we can effectively assist them in transforming ideas into production-ready products and accelerate

of the design cycle so that we may effectively assist them in transforming ideas into production-ready products and accelerate

time to market for our universal smart technology product segment.

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We believe that once we educate our

industrial consumers, that they may want to integrate our universal smart technology into their own technology through licensing

We believe licensing our intellectual property may provide a revenue stream with no additional overhead, all while

allowing us to retain proprietary ownership and creating long-term industrial consumers who rely on our products.

By creating incentives,

such as cost incentives, to license our IP rather than design their own technology, we believe potential customers could save design

industrial consumers, they may want to integrate our universal smart technology into their own technology through licensing agreements.

We believe licensing our intellectual property may provide a revenue stream with no additional overhead, all while allowing us

to retain proprietary ownership and creating long-term industrial consumers who rely on our products.

By creating incentives, such

as cost incentives, to license our IP rather than design their own technology, we believe potential customers could save on design

costs and create business development opportunities.

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to bring a product to market independently.

We believe that licensing will not occur until the first quarter of 2021 due to the

fact that we will need to have a team of our consulting engineers in place and working with any industrial consumers on product

integration and will need time to establish such licensing agreements with potential customers.

We believe that licensing will not occur until the last quarter of 2021 due to the

fact that we will need to have a team of our consulting engineers in place once we complete the offering and working with industrial

consumers on product integration, as well as time to negotiate the terms of licensing agreements with potential customers.

Distribution Method

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with standard U.S.

component manufacturers and similar electronics providers who will then ship the unassembled parts to our Ontario,

California facility where we will assemble the Ubiquitor devices.

Afterwards, we would distribute our Ubiquitor devices to distributors

and retailers directly and also ship directly to traditional industrial instrument manufacturers.

We have a sales department operating

out of our Ontario, California office and eventually plan to open a second sales department in China dedicated to promoting our

technologies to local instrument manufacturers who can utilize our Ubiquitor devices in their manufacturing and other processes.

We intend to market the Ubiquitor to industrial end-users through Hydrofarm, through direct business to business sales channels

and also directly to consumers via internet marketing distribution platforms.

For our quantum light meters, and air filtration

products, we rely solely on Hydrofarm to distribute to end-users through its distribution channels.

component manufacturers and similar electronics providers for the manufacturing of unassembled parts of the

Ubiquitor and its sensor nodes, to then ship such parts to our Ontario, California facility where we will assemble the Ubiquitor

devices and sensor nodes.

Afterwards, we would distribute our Ubiquitor devices to distributors and retailers directly and also

ship directly to traditional industrial instrument manufacturers.

We have a sales department operating out of our Ontario, California

office and eventually plan to open a second sales department in China dedicated to promoting our technologies to local instrument

manufacturers who can utilize our Ubiquitor devices in their manufacturing and other processes.

We intend to market the Ubiquitor

to industrial end-users through Hydrofarm, through direct business-to-business sales channels and also directly to consumers via

e-commerce internet platforms.

For our quantum light meters, and air filtration products, we rely solely on Hydrofarm to distribute

to end-users through its distribution channels.

Raw Materials

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include Analog Devices, Skyworks Solutions, Infineon, STMicroelectronics, NXP Semiconductors, Maxim Integrated, On Semiconductor,

Microchip Technology and others.

Production and assembly lines are also available worldwide if we needed to outsource or increase

our capacity, though we intend to complete our assembly in our Ontario, California facility.

On October 1, 2018, we entered into

an agreement with Beijing Hengnar Technology Development Co., Ltd.

to develop certain infrared online gas analyzer products that

detect O2, CO, CO2, H2, Nox, SF6 and other gases for our digital light meter and filtration business segment.

and Microchip Technology.

Production and assembly lines are also available worldwide if we needed to outsource or increase our

capacity, though we intend to complete our assembly in our Ontario, California facility.

On October 1, 2018, we entered into an

agreement with Beijing Hengnar Technology Development Co., Ltd.

to develop certain infrared online gas analyzer products that detect

O2, CO, CO2, H2, Nox, SF6 and other gases for our digital light meter and filtration business segment.

Manufacturing and Assembly

We have an assembly facility in Ontario,

where we assemble the Ubiquitor from raw materials sourced predominantly in the United States.

Our quantum light meters and handheld

sensors are also manufactured in our Ontario, California facility.

Our air filtration products are manufactured and assembled in

China by a third-party contract manufacturer, Tianjin Guanglee.

California where we assemble the Ubiquitor from parts sourced predominantly in the United States.

Our quantum light meters and

handheld sensors are also manufactured in our Ontario, California facility.

Our air filtration products are manufactured and assembled

in China by a third-party contract manufacturer, Tianjin Guanglee.

Sensor Node Industry

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There are several companies that compete

with AVX in smart home installations, including Vivint Smart Home, Creston and Control4.

However, we believe we can distinguish

ourselves from our competitors by offering a substantially lower price.

An installation by Crestron ranges from $100,000 to $500,000

and Control4 ranges from $20,000-$40,000.

The cheapest competitor is Vivint Smart Home, which costs less than $5,000 to install;

however, we understand that the Vivint Smart Home focuses on their security system only and the user has no other smart applications,

which our smart home product line would include.

with AVX in smart home installations, including Vivint Smart Home, Crestron and

However, we believe we can distinguish ourselves from our competitors by offering a substantially lower price.

An installation

by Crestron ranges between $100,000 and $500,000 and by Control4 between $20,000 and $40,000.

The cheapest competitor we can identify

in this sector is Vivint Smart Home, which costs less than $5,000 to install;

however, we understand that the Vivint Smart Home

focuses on security systems only and that users have no other smart applications, which our smart home product line would include.

Air Filtration Systems and Meter

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One of our competitors, Donaldson Company, Inc., an air filtration company, announced

in its SEC filings that on October 18, 2018 it acquired BOFA International LTD (“BOFA”), headquartered in the

United Kingdom, for $98.2 million less cash acquired of $2.2 million.

BOFA manufactures systems across a range of air filtration

in its SEC filings that on October 18, 2018 it acquired BOFA International LTD (“BOFA”), headquartered in the United

Kingdom, for $98.2 million less cash acquired of $2.2 million.

BOFA manufactures systems across a wide range of air filtration

applications.

We are not trying to compete with traditional

instruments or device manufacturers because we plan to utilize our Ubiquitor device in conjunction with our generic instrument’s

smartphone application, which we believe will be a completely different product category.

instruments or device manufacturers because we plan to utilize our Ubiquitor device in conjunction with our smartphone application.

We believe the resulting product may compete in a much wider product category due to its many potential applications.

Our Corporate History

The Company entered the residential and

commercial automation installation service industry through the acquisition of AVX Design and Integration, Inc.

(“AVX”)

in March of 2019.

AVX was established in 2000 with the goal of installing high-performance, easy-to-use Audio/Video, Home Theater,

Lighting Control, Automation and Integration systems for high-net-worth residential projects.

Additionally, we are performing research

and development on an electric power line communication technology and have filed three patents with the USPTO related to our Ubiquitor

device and the design of a quantum PAR photo sensor.

Eventually, we hope that PLC will further enhance smart IoT installations

performed by AVX and powered by the Ubiquitor.

We are based in the City of Ontario, California,

and were incorporated in Nevada in 2012.

In December of 2013, we filed an S-1 registration statement that went effective on March

Since then, our securities have been trading on the OTCQB Market.

Our website is www.focusuniversal.com.

Our website and the information contained therein or connected thereto are not intended to be incorporated into this prospectus.

On October 21, 2015, Dr.

Jennifer Gu and

Edward Lee were appointed as directors of the Company.

After such appointments, the Board of Directors consisted of Dr.

Jennifer Gu and Dr.

On April 2, 2018, Duncan Lee was appointed

as the Chief Financial Officer of the Company.

On June 8, 2018, we announced the appointment

of four new board members of the Company, the majority of whom were independent:

Sheri Lofgren, Sean Warren, Michael Pope, and

Carine Clark.

Our Board of Directors formed our Audit, Compensation, and Nominating Committees.

_______________________________

10 Grand View Research.

(2020, February).

Air Filtration Market Size, Share & Trends Analysis Report, by Product, by End Use (Cement, Food, Metals, Power, Pharmaceutical,

Agriculture, Paper & Pulp and Woodworking, Plastic), by Regionk and Segment Forecasts, 2020-2027.

Retrieved at:

https://www.grandviewresearch.com/industry-analysis/industrial-air-filtration-market.

On July 26, 2018, our Board of Directors

approved our submission of an application in compliance with the NASDAQ rules and regulations to list and trade our Company’s

securities on the NASDAQ Capital Market.

As of the date of this prospectus, our application is pending NASDAQ’s approval

and our Company’s securities are not listed on the NASDAQ Capital Market.

On November 28, 2018, Sean Warren resigned

as a member of the Board of Directors;

and Greg Butterfield was appointed in his place.

On December 1, 2018, Mr.

Warren became

a part-time consultant to the Company.

In late 2018, we purchased a manufacturing

warehouse and office space addressed at 2311 E.

Locust Court, Ontario, CA, 91761.

The property consists of an industrial type,

two-story building, with a total building area of 30,740 square feet.

Ten thousand square feet will be utilized for office space;

and 20,000 square feet will be utilized for warehouse space.

The property includes 58 parking spaces.

The purchase price for the

property was approximately $4.62 million.

On March 15, 2019, the Company entered

into a stock purchase agreement with Patrick Calderone, the CEO and owner of AVX, whereby the Company purchased 100% of the outstanding

stock of AVX (the “AVX Acquisition”) for $890,716.

The purchase price was structured as follows:

(1) $550,000 payable

in cash at closing;

(2) $290,716 payable in 39,286 shares of the Company’s common stock issued upon closing;

and (3) $50,000

payable in the form of a secured promissory note at 6% interest over 12 months secured by six shares of AVX common stock.

In connection

with the AVX Acquisition, Patrick Calderone also entered into a consulting agreement with the Company pursuant to which he would

offer consulting and training services during the 12-month period following the closing of the AVX Acquisition.

Since AVX is an

installer of smart home products, and since we anticipate that our Ubiquitor device is capable of enhancing smart home installations,

we believe that this acquisition will allow us to test new applications and the integration capabilities of our Ubiquitor device

in smart homes.

On November 15, 2019, Dr.

Edward Lee resigned

as President and was appointed to be the Chairman of the Board of Directors.

Patent, Trademark, License and Franchise

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The patent was granted on March 20, 2018.

Pursuant to recent research and development

efforts, we recently received an issue notification from the USPTO for an application filed on June 2, 2017 that is a process for

improving the spectral response curve of a photo sensor.

The small and cost-effective multicolor sensor and its related software

protected by the potential patent we believe could achieve a spectral response that approximates an ideal photo response to measure

optical measurement.

The patent was issued on February 26, 2019.

Subsequent to our internal research and

development efforts, we filed with the USPTO on June 2, 2017 a patent application regarding a process for improving the spectral

response curve of a photo sensor.

The small and cost-effective multicolor sensor and its related software protected by the potential

patent we believe could achieve a spectral response that approximates an ideal photo response to measure optical measurement.

patent was issued on February 26, 2019.

In addition, we have been awarded a notice

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that have been enacted, nor are we aware of any such laws being contemplated for the future, that impact issues specific to our

_____________________

9 Grand View Research.

Industrial Air Filtration Market Size, Share & Trends Analysis Report, by Product, by End Use (Cement, Food, Metals,

Power, Pharmaceutical, Agriculture, Paper & Pulp and Woodworking, Plastic), by Regionk and Segment Forecasts, 2020-2027.

https://www.grandviewresearch.com/industry-analysis/industrial-air-filtration-market.

As of the date of this annual report we

have twenty-one full-time employees and one part-time employee.

As of the date of this prospectus we have

twenty-one full-time employees and one part-time employee.

The Company’s Chief Executive Officer and Secretary is Dr.

Desheng Wang, and our Chief Financial Officer is Duncan Lee.

Our officers and directors are responsible for planning, developing

and operational duties, and will continue to be so throughout the early stages of our growth.

Three full-time employees are working

in the warehouse orchestrating the development and distribution of our sensor devices as well as our filters.

Wang, and our Chief Financial Officer is Duncan Lee.

Our officers and directors are responsible for planning, developing and operational

duties, and will continue to be so throughout the early stages of our growth.

Three full-time employees are working in the warehouse

orchestrating the development and distribution of our sensor devices as well as our filters.

Legal Proceedings

We are not a party to any legal proceedings.

On April 13, 2020, Ian Patterson resigned

from his position as Chief Operations Officer of AVX.

On May 5, 2020, Mr.

Patterson filed an action in the Superior Court for the

County of Los Angeles, State of California, against the Company et al.

We believe neither the Company nor Dr.

Wang has been served

properly and venue is improper.

The complaint alleges claims including wrongful termination, retaliation and various other provisions

of the California Labor Code, and various other claims under California state law.

The complaint seeks unspecified economic and

non-economic losses, as well as attorneys’

The Company is investigating and intends to vigorously defend itself in

the foregoing matter.

However, litigation and investigations are inherently uncertain.

Accordingly, the Company cannot predict

the outcome of this matter.

On April 13, 2020, AVX terminated an employee

from her position as Sales and Marketing Director.

On May 13, 2020, she filed an action in the Superior Court for the County of

Los Angeles, State of California.

The Complaint alleges claims including wrongful termination, retaliation and various other provisions

of the California Labor Code, and various other claims under California state law.

The complaint seeks unspecified economic and

non-economic losses, as well as attorneys’

The Company is investigating and intends to vigorously defend itself in

the foregoing matters.

However, litigation and investigations are inherently uncertain, but the outcome could have a material impact

on the Company.

Reports to Securities Holders

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business