What changed in this filing

/stocks — the workspaceLOADING

Item 5. Market for Registrant’s Common Equity

2021-03-23 compared with 2020-03-30 · 354 added, 178 removed, 176 unchanged (75% of the section changed)

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Fourth Quarter

As of March 27, 2020, there were 397

As of March 23, 2020, there were 397 record

holders (including our directors) of 40,959,741 shares of the Company’s common stock.

At December 31, 2020, there were 397

record holders (including our directors) of 40,959,741 shares of the Company’s common stock.

At December 31, 2019, there

were 396 record holders (including our directors) of 40,959,741 shares of the Company’s common stock.

The Company has not paid any cash dividends

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Issuer Purchases of Equity Securities

We did not repurchase any of our equity

securities during the year ended December 31, 2019, 2018, 2017 the nine months ended December 31, 2016, the year ended March 31,

2016, 2015 or the period from December 4, 2012 (inception) to March 31, 2013.

did not repurchase any of our equity securities during the year ended December 31, 2020, 2019, 2018, 2017 ,

the nine months ended December 31, 2016, the year ended March 31, 2016, 2015, 2014 or the period from December 4, 2012 (inception)

to March 31, 2013.

SELECTED FINANCIAL DATA

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“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

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 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 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 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.

or “our”) is a Nevada corporation.

developed four fundamental disruptive proprietary technologies which we believe 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;

(2) 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.

Our Universal smart technology is designed

to overcome instrumentation interoperability and interchangeability.

The electronic design starts from a 90% completed common foundation

we call our universal smart instrumentation platform (“USIP”), instead of the current method of building each stand-alone

instrument from scratch.

Our method eliminates redundant hardware and software and results in significant cost savings and production

We have developed software machine auto generation technology to replace the manual software designs which are currently

in use and cannot satisfy the exponential growth of future IoT industry demand.

Our ultra-narrowband PLC enables our users to send

data over existing electricity power cables and immediately establish a ubiquitous data network without substantial new investment

for a dedicated wiring infrastructure.

Our ultra-narrow band technology is capable of overcoming the noise problems communicating

through power lines that have hindered our competitors for over a century.

Our wireless communication technology allows for longer-range

coverage, is more energy effective and has much faster data sending speeds than the current 5G technology speeds being used.

also provide sensor devices and are a wholesaler of various air filters and digital, analog, and quantum light meter systems.

For the years ended December 31, 2020 and

2018, we generated significant amount of revenue from sales of a broad selection of agricultural sensors and measurement equipment

which was the primary business for Perfecular Inc.

and is now our primary business.

2019, we generated significant amount of our revenue from sales of a broad selection of agricultural sensors and measurement equipment

which is currently our primary business.

Our Current Products Include:

Scientific Instrument Research and

Development and Sales

Engineers and scientists use instrumentation

to observe, understand, and manage real-world data and phenomena, events, and processes related to their industries or areas of

Instrumentation systems that we are researching and developing measure and control electrical signals, such as voltage,

current and power, as well as, for example, temperature, pressure, speed, flow, volume, torque, light sensing, and vibration.

general-purpose instruments in our market segment include, for example, voltmeters, signal generators, oscilloscopes, data loggers,

spectrum analyzers, cameras, and temperature and pressure monitors and controllers.

Systems that perform measurement and control

can be generally categorized as test, measurement, and embedded systems.

A New Approach to Measurement and

We offer a different approach than what

is currently on the market because our devices link handheld devices and sensors with common smartphone computing power through

an application on the smartphone in both iOS and Android devices.

Tapping into the computing power of a smartphone enables a standard

measurement device to increase its capabilities.

We also offer an array of traditional handheld

measurement and control meters through our wholesale distribution platform.

Filter and Handheld Meter Wholesaler

We are a wholesaler of various filtration

products and digital meters.

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

distributor who resells

our products directly to consumers through retail distribution channels.

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 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.

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.

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.

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.

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.

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.

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.

Our Digital Light Meter Device

Quantum par meter .

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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.

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

a transaction with Patrick Calderone to purchase 100% of the outstanding stock of AVX, an IoT installation and management company

based in southern California.

Through our acquisition of AVX, we are

planning to offer ordinary families an entire smart home product line at a fraction of the current market price.

We have finished

the design of smart lighting control, air conditioner, sprinkler, garden light control, garage door control and heating control.

We are developing a swimming pool control device, smoke detector and carbon monoxide monitor.

We believe these product lines could

be completed by the end of 2021.

Ubiquitor Wireless Universal Sensor

Our USIP technology is an advanced software

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

The large-scale modular design

approach subdivides instruments into a foundation component (a USIP) and architecture-specific components (sensor nodes), 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 vendors.

The platform features

the ability to connect potentially thousands of different sensors or probes, addressing major limitations present in traditional

instrumentation systems.

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, PLC, and sensor networking into a single platform.

The result of such integration is a smaller,

cheaper and faster circuit system design than those currently offered in the instrumentation market.

The USIP, which is compatible with a significant

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

The universal hardware

in the USIP is (i) a smartphone, computer, or any mobile device capable of running our software that includes a display and either

hardware controls or software control surfaces, and (ii) our Ubiquitor, which is designed to be the universal data logger that

acts as a bridge between the computer or mobile device and the sensor nodes.

We call our flagship 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 2021.

Our prototype Ubiquitor is compatible with

standard desktop computers running either Windows OS or MacOS and Android- or iOS-based mobile devices and acts as a conduit 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 specifications.

The data readout is displayed on the computer or mobile device display in application

software 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 traditional tangible 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

number 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 principles of structure, universality and modularity.

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.

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

for displaying the readings of various sensor nodes.

We have completed an initial production run of prototype Ubiquitor devices

and intend to proceed 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 sensor nodes, which come in hundreds of different varieties of sensor instruments in the form of a USB stick, with both male and female ports;

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

We believe the Ubiquitor device can connect

up to thousands of potential sensor nodes, and integrate data using embedded software to display the data and all analytics onto

a digital screen (desktop, smartphone or mobile device 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 nodes and probes can connect to the hardware.

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

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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:

By using the universal hardware or USIP,

we believe we could achieve the following efficiencies in instrumentation systems:

Cut production costs.

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

Smartphone technology is widely used 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.

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and development.

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

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

Ubiquitor device.

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 of this technology is that PLC

does not require substantial new investment for its communications infrastructure.

Rather, PLC utilizes existing power lines, thereby

forming a distribution network that already penetrates all residential, commercial and industrial premises.

Accordingly, connectivity

via PLC is potentially the most cost-effective, scalable interconnectivity approach for the IoT.

We believe PLC can be an integral

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

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”

The 5G cellular network, for example, promises exciting advances for telecommunication service

providers, but the implementation of the 5G network will be challenging.

The implementation will require building out dense, low-latency

edge networks in ways that are affordable, secure and easily maintainable.

5G antennas will be able to handle more users and to

transmit more data, but they will have a shorter transmission range.

5G networks will also require frequencies of up to 300 GHz.

This requirement means wireless carriers will need to bid for the costly higher spectrum bands to roll out their respective 5G

Generally speaking, wireless networks are typically slower and more expensive than existing wired networks and extremely

susceptible to interference from radio signals, radiation, walls and other forms of interference.

Additionally, wireless networks

may be accessed by any device within range of the network’s signal, making the information transmitted on a wireless network

susceptible to access by unauthorized recipients.

We are currently developing a wired alternative to wireless networks that utilizes

installed power lines to transmit information.

Our PLC technology uses an ultra-narrow band spectrum channel of less than 1 KHz

to establish a long-distance link between transmitter and receiver.

Thus, we believe that our proprietary ultra-narrow band PLC

technology will offer a promising alternative to wireless networks and provide the backbone communication infrastructure for IoT

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),

and Nyx Hemera Technologies (Canada).

The primary design goal of the power line

network is electric power distribution, not data transmission.

Consequently, although PLC is an established technology, 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

All the trials of PLC technology appear to have resulted in power companies and internet service providers deciding that

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

These technological challenges have impeded, or

even halted, progression of PLC technology.

We are performing research and development

with the intention of inventing our own ultra-narrow band 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 traditional PLC technology.

We believe our ultra-narrow band PLC technology shows robustness against noise and interference, based on our internal testing

where we found 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.

By comparison, a small air dryer is

able to cause interference in legacy PLC systems.

State of the art PLC technologies developed by other companies may offer sufficient

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

However, in our preliminary

internal testing, we have been able to increase bandwidth to 4 megabits per second with the potential for more, while simultaneously

effectively dealing with electrical noise and interference.

Furthermore, such data transfer rates were delivered at a bandwidth

of less than 1000 Hz, thereby achieving a bandwidth efficiency (measured as bits per second per Hz) greater than 4000.

For comparison

purposes, 4G cellular networks have a bandwidth efficiency of less than 6 due to their requirement of larger bandwidth resources.

The demand for bandwidth resources will only grow with the upcoming 5G and proposed 6G networks.

Accordingly, further research

of our PLC technology is warranted as it shows promise for increased data transfer rates at a lower cost than either of the 5G

and proposed 6G networks, particularly given such networks’

requirements for costly new infrastructure and bandwidth resources.

Based on the promising results of our internal testing, we have begun designing a proprietary PLC microchip and have set an intended

launch date for 2021.

We believe that because residential and

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

share data among intelligent devices, particularly in the smart home installations that we are currently performing through AVX.

Using PLC technology would mean that the requirement for 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;

and 5) an IoT division.

Intellectual Property Protection

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The patent was issued 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 a 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 take

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 a spectral

response curve of a photo sensor.

The small and cost-effective multicolor sensor and its related software protected by the patent

we believe could achieve a spectral response that approximates an ideal photo response to take optical measurement.

was issued on February 26, 2019.

In addition, we have been notified that

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The issue fee was paid on March 14, 2019.

On November 29, 2019, the Company filed

an international utility patent application filed through the patent cooperation treaty as application PCT/US2019/63880.

2020, the Company was notified that it received a favorable international search report from the International Searching Authority

regarding this patent application, which patents the Company’s PLC technology.

The World International Property Organization

report cited only three category “A”

documents, indicating that the Company’s application met both the novelty

and non-obviousness patentability requirements.

Consequently, the Company is optimistic that the patent covering the claims for

its PLC technology will be issued in due course and will allow the Company to implement strong protections on the PLC technology

There are several competitors we have identified

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We are not trying to compete with traditional

instruments or device manufacturers because we 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 utilize our Ubiquitor device in conjunction with our smartphone application, which

we believe will be a completely different product category.

Market Potential

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Our consolidated gross revenue for the

years ended December 31, 2019 and 2018 was $1,460,370 and $308,129, respectively, which included revenue from related parties of

$14,184 and $22,200, respectively.

Revenue for the year ended December 31, 2019 increased $1,152,241 due to acquisition of AVX

Design & Integration, Inc.

which generated revenue of $817,233 for the period then ended.

Our consolidated cost of revenues

for the year ended December 31, 2019 and 2018 was $1,342,139 and $137,897, respectively, resulting in a gross profit of $118,231

and $170,232 for the years ended December 31, 2019 and 2018, respectively.

years ended December 31, 2020 and 2019 was $1,678,967 and $1,460,370, respectively, which included revenue from related parties

of $26,449 and $14,184, respectively.

Revenue for the year ended December 31, 2020 increased $218,597 due to the acquisition of

AVX, resulting in gross profit of $283,780 and $118,231 for the years ended December 31, 2020 and 2019, respectively.

Operating Costs and Expenses

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Total operating expenses

Selling expense for the year ended December

31, 2019 increased by $46,624.

The Company did not have selling expense in 2018.

In 2019, the Company acquired AVX.

selling expenses for its operation.

The increase is due to including selling expense from AVX from consolidation.

Selling expense

incurred mainly from outside services and outside sales.

expense for the year ended December 31, 2020 was $22,590, compared to $46,624 for the year ended December 31, 2019.

Company acquired AVX, consolidating its selling expenses for its operation.

Selling expense incurred was mainly from third party

advertising fees.

The decrease of selling expense was due to a decrease in advertising fees.

Officer compensation was $142,100 and $150,154

for the years ended December 31, 2020 and 2019, respectively.

The increase was mainly due an increase in the CFO’s compensation.

Professional fees increased from $940,846

during the year ended December 31, 2018 to $1,376,995 during the year ended December 31, 2019, an increase of $436,149.

of professional fees mainly resulted from legal, accounting and consulting expenses incurred related to the acquisition, annual

audit, SEC filings, preparing for a listing on the NASDAQ Capital Market, and stock options granted to the board of directors.

The decrease was due to an adjustment of the Chief Financial Officer’s

compensation.

Research and development costs were $256,636

and $255,232 for the years ended December 31, 2020 and 2019, respectively.

The increase was due to an increase of supplies needed

for research and development in 2020.

Professional fees were $1,376,995 during

the year ended December 31, 2019 compared to $1,297,160 during the year ended December 31, 2020.

The decrease in professional fees

mainly resulted from accounting fees as we have in house accounting department handling our accounting work.

General and administrative expenses of

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General and administrative expenses of $1,113,201 incurred during the year ended December

2018 primarily consisted of marketing fee of $175,983, salaries of $140,209, insurance expenses of $45,706, and depreciation expense

The increase was mainly due to increased salaries, insurance expense, and depreciation expenses.

The salaries increased

due to additional employees from the acquired entity as well as additional employees hired.

Increase of insurance expenses is due

to acquisition of AVX as well as NASAQ uplisting related increase in insurance premium.

Depreciation expenses increased mainly

due to acquired warehouse in September 2018.

During the years ended December 31, 2019

and 2018, we incurred net losses of $3,175,543 and $2,024,664 respectively, due to the factors discussed above.

31, 2019 primarily consisted of salaries of $462,833, insurance expense of $182,110, and depreciation expense of $151,670.

increase was due to increased salaries, increased insurance premiums, and depreciation expense.

Salary expense increased due to

additional employees from the acquired entity as well as additional employees hired.

The increase in insurance expense is due to

the acquisition of AVX as well as NASDAQ uplisting related expenses and an increase in insurance premiums.

Depreciation expense

increased mainly due to additional fixed assets acquired with AVX.

During the years ended

December 31, 2020 and 2019, we incurred net losses of $2,537,113 and $3,175,543 respectively, due to the factors discussed above.

Liquidity and Capital Resources

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$ (1,609,545 )

$ (2,262,881 )

Cash Flows from Operating Activities

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of $1,955,091 for the year ended December 31, 2020 was primarily the result of our net loss of $2,537,113 and changes in our operating

assets and liabilities.

Our net cash outflows from operating activities of $1,411,703 for the year ended December 31, 2018, was

primarily the result of our net loss of $2,024,664 and changes in our operating assets and liabilities.

assets and liabilities offset by the add-back of non-cash expenses.

The change in operating assets and liabilities includes an

increase in accounts receivable of $75,125, decrease in inventory of $21,289, increase in prepaid expenses of $44,282, increase

in deposits of $100,000, increase in accounts payable and accrued liabilities of $8,132, increase in accounts payable –

party of $17,471, decrease in other current liabilities of $12,238, decrease in interest payable –

related party of $1,750,

decrease in customer deposit of $70,294, and increase in other liabilities of $4,800.

Non-cash expense included add-backs of $21,907 in bad debt expense, $162,242 in depreciation expense,

$48,000 in stock-based compensation, $605,150 in stock option compensation, reduction in inventory reserve of $852 and a net of

$2,428 in amortization of right-of-use assets.

Our net cash outflows from operating activities of $1,697,771 for the year ended

December 31, 2019, was primarily the result of our net loss of $3,175,543 and changes in our operating assets and liabilities offset

by the add-back of non-cash expenses.

The change in operating assets and liabilities includes a decrease in accounts receivable

of $102,956, decrease of accounts receivable –

related party of $39,625, decrease in inventory of $15,932, decrease

in prepaid expenses of $68,862, decrease in deposits of $7,210, decrease in accounts payable and accrued liabilities of $38,705,

decrease in accounts payable –

related party of $4,921, increase in other current liabilities of $9,610, increase in interest

payable –

related party of $1,750, increase in customer deposits of $77,540, and increase in other liabilities of $12,335.

expense includes add-backs of $5,175 in bad debt expense, $6,448 in inventory reserve, $151,670 in depreciation expense, $9,025

in amortization of intangible assets, $47,975 in impairment of intangible assets, $458,490 in impairment of goodwill, net of $673

in amortization of right-of-use asset, $75,218 in stock-based compensation, and $432,250 in stock option compensation.

We expect that cash flows from operating

2 unchanged sentences

Cash Flows from Investing Activities

The Company purchased a warehouse in September

of 2018 and had some additional improvement on the building and acquired a company in March 2019, resulting in a cash outflow from

investment activities of $565,110 and $4,599,792 for the years ended December 31, 2019 and 2018, respectively.

Cash Flows from Financing Activities

For the year ended December 31, 2020 we

did not have any cash inflow or outflows from financing activities.

Our net cash inflows from financing activities of $10,072,848

for the year ended December 31, 2018 was primarily for the issuance of subscription receivable and common stock.

The Company had

a private placement in June 2018.

had cash outflow from investing activities of $ 1,314 from the purchase of property and equipment.

The Company acquired AVX

in March 2019, resulting in a cash outflow from investment activities of $565,110 for the year ended December 31, 2019, which includes

$216,592 in purchases of property and equipment, $201,482 cash provided from the acquisition of AVX, and $550,000 cash paid for

the acquisition.

Cash Flows from Financing Activities

For the year ended December 31, 2020 the

Company paid off a promissory note, resulting in cash outflows of $50,000 and obtained loans from the SBA in the amount of $396,860.

For the year ended December 31, 2019, there was no cash flow from financing activities.

Going Concern

These financial statements have been prepared

on a going concern basis, which assumes the Company will continue to realize its assets and discharge its liabilities in the normal

course of business.

The continuation of the Company as a going concern is dependent upon the continued financial support from its

shareholders, the ability of the Company to repay its debt obligations, to obtain necessary equity financing to continue operations,

and the attainment of profitable operations.

Recently, the Company has devoted a substantial amount of resources to research and

development to bring the Ubiquitor and its mobile application to full production and distribution.

For the year ended December

31, 2019, the Company had net loss of $3,175,543 and negative cash flow from operating activities of $1,697,771.

As of December

31, 2019 the Company also had an accumulated deficit of $7,179,001.

These factors raise certain doubts regarding the Company’s

ability to continue as a going concern.

There are no assurances, however, that the Company will be successful in obtaining an adequate

level of financing for the long-term development and commercialization of its Ubiquitor product.

These financial statements

have been prepared on a going concern basis, which assumes the Company will continue to realize its assets and discharge its liabilities

in the normal course of business.

The continuation of the Company as a going concern is dependent upon the continued financial

support from its shareholders, the ability of the Company to repay its debt obligations, to obtain necessary equity financing

to continue operations, and the attainment of profitable operations.

Recently, the Company has devoted a substantial amount of

resources to research and development to bring the Ubiquitor and its mobile application to full production and distribution.

the year ended December 31, 2020, the Company had a net loss of $2,537,113 and negative cash flow from operating activities of

As of December 31, 2020, the Company also had an accumulated deficit of $9,716,114.

These factors raise certain doubts

regarding the Company’s ability to continue as a going concern.

There are no assurances, however, that the Company will

be successful in obtaining an adequate level of financing for the long-term development and commercialization of its Ubiquitor

Off-Balance Sheet Arrangements

5 unchanged sentences

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 5. Market for Registrant’s Common Equity