What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2022-03-08 compared with 2021-03-23 · 58 added, 519 removed, 11 unchanged (98% of the section changed)

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED

STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

MARKET FOR REGISTRANT’S COMMON

EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market Information

On September 23, 2014, our common stock

was verified for trading on OTCQB under the trading symbol FCUV.

Prior to that time, there was no public market for our stock.

The following table sets forth for the indicated periods the high and low intra-day sales price per share for our common stock

on the OTCQB for the four quarters of 2019 and for the four quarters of 2020.

On August 31, 2021, the Company commenced the

trading of its common stock on the Nasdaq Capital Market under the symbol “FCUV.” On January 28, 2022, the Company commenced

trading of its common stock on the Nasdaq Global Market under the symbol “FCUV.” On March 7, 2022, the last reported sale

price of our common stock as reported on the Nasdaq Capital Market was $9.10 per share.

On September 23, 2014, our common stock was verified

for trading on the OTCQB Market under the trading symbol “FCUV.” Prior to that time, there was no public market for our stock.

The following table sets forth for the indicated periods the high and low intra-day sales price per share for our common stock on the

OTCQB Market for the four quarters of 2020 and on the OTCQB Market and the Nasdaq Capital Market (as applicable) for the four quarters

As of January 28, 2022, our common stock trades upon the Nasdaq Global Market.

First Quarter

6 unchanged sentences

Fourth Quarter

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.

The Company has not paid any cash dividends

to date and does not anticipate or contemplate paying dividends in the foreseeable future.

It is the present intention of management

to utilize all available funds for the development of the Company’s business.

Securities Authorized for Issuance Under Equity Compensation

The Company has authorized the issuance

of up to 10,000,000 shares of its common stock for issuance under the 2018 Focus Universal Inc.

Stock Option Plan.

________________

*It appears that on November 2, 2020, there was

an intraday bid price as low as $0.20 per share, but it is unclear if that order was filled and the stock opened and closed at $2.00 that

As of March 8, 2022, there were 396 record holders

of 43,259,741 shares of the Company’s common stock.

The number of record holders was determined from the records of our transfer

agent and does not include beneficial owners of common stock whose shares are held in the names of various security brokers, dealers,

and registered clearing agencies.

The transfer agent of our common stock is VStock Transfer, LLC.

The Company has not paid any cash dividends to

date and does not anticipate or contemplate paying dividends in the foreseeable future.

It is the present intention of management to utilize

all available funds for the development of the Company’s business.

However, we cannot provide any assurance that we will or will

not declare or pay cash dividends on our common stock.

Any future determination to declare cash dividends will be made at the discretion

of our Board of Directors, subject to applicable laws, and will depend on our financial condition, results of operations, capital requirements,

general business conditions and other factors that our Board of Directors may deem relevant.

Securities Authorized for Issuance Under Equity Compensation Plans

On December 15, 2018, our Board of Directors presented

the 2018 Equity Incentive Plan to the shareholders.

On December 17, 2018, the holders of 63.051% of our issued and outstanding shares

of common stock adopted a resolution by written consent without a meeting adopting the 2018 Equity Incentive Plan.

The plan reserves an

aggregate of 1,000,000 shares of the Company’s common stock, which provides for the payment of various forms of incentive compensation

to employees, consultants, executives, and directors of the Company.

The 2018 Equity Incentive Plan provides for the grant of the following

types of stock awards:

(i) incentive stock options;

(ii) nonstatutory stock options;

(iii) stock appreciation rights;

(iv) restricted

stock awards;

(v) restricted stock unit awards;

and (vi) other stock awards.

Under the 2018 Equity Incentive Plan, a ten percent stockholder

will not be granted an incentive stock option unless the exercise price of such option is at least one hundred and ten percent of the

fair market value on the date of grant and the option is not exercisable after the expiration of five years from the grant date.

of Directors determines the vesting schedule of the grants with broad discretion.

On August 6, 2019, each member of the Board was granted

30,000 options to purchase shares at $5.70 per share.

On December 11, 2020, each member of the Board was granted 15,000 options to purchase

shares at $3.00 per share.

On December 31, 2021, each member of the Board was granted 15,000 options to purchase shares at $8.86 per share.

Recent sales of unregistered securities.

Issuer Purchases of Equity Securities

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

We are a smaller reporting company as defined

by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read

in conjunction with our audited financial statements and notes thereto included herein.

In connection with, and because we desire

to take advantage of, the “safe harbor”

provisions of the Private Securities Litigation Reform Act of 1995, we caution

readers regarding certain forward-looking statements in the following discussion and elsewhere in this report and in any other

statement made by, or on our behalf, whether or not in future filings with the Securities and Exchange Commission.

Forward-looking

statements are statements not based on historical information and which relate to future operations, strategies, financial results

or other developments.

Forward-looking statements are necessarily based upon estimates and assumptions that are inherently subject

to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and many

of which, with respect to future business decisions, are subject to change.

These uncertainties and contingencies can affect actual

results and could cause actual results to differ materially from those expressed in any forward-looking statements made by, or

We disclaim any obligation to update forward-looking statements.

Narrative Description of the Business

Focus Universal Inc.

(the “Company,”

“we,”

“us,”

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

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:

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 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

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 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 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

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

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

By using the universal hardware or USIP,

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

Cut production costs.

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 nodes or probes that may be integrated into 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 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

On November 4, 2016, we filed a U.S.

application number 15/344,041 with the USPTO.

On March 5, 2018, we issued a press release announcing that the USPTO published an

Issue Notification for U.S.

Patent Application No.

9924295 entitled “Universal Smart Device,”

which covers a patent

application regarding the Company’s Universal Smart Device.

The patent was issued on March 20, 2018.

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

the USPTO published a notice of allowance for a patent application we filed on March 12, 2018 as application No.

patent title is a “Universal Smart Device,”

which is a universal smart instrument that unifies heterogeneous measurement

probes into a single device that can analyze, publish, and share the data analyzed.

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

in the wireless sensor node industry, including traditional instruments or devices manufacturers such as Hanna Instruments and

Extech Instruments.

Hach developed and launched the SC1000

Multi-parameter Universal Controller, a probe module for connecting up to 32 digital sensors or analyzers.

However, their products

are not compatible with smart phones yet;

and we believe their price point is still prohibitive to consumers.

Monnit Corporation offers a range of wireless

and remote sensors.

Many of Monnit’s products are web-based wireless sensors that usually are not portable because of their

power consumption.

Also, the sensors’

real-time updates are slow;

and we believe security of the web-based sensor data acquisition

also may be a concern.

In addition to purchasing the device, consumers usually have to pay monthly fees for using web-based services.

We are not trying to compete with traditional

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

We believe that wireless universal smart

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

for medium or smaller companies.

The cost factor is the first consideration when deciding whether a company wants to develop smart

wireless technologies and implement them in their products or use them in their field testing.

We also hope to play a role in academic

laboratories, particularly with smaller academic laboratories who are sensitive to price.

Results of Operations

For the year ended December 31, 2020 compared to the year

ended December 31, 2019

Revenue, Cost of Sales and Gross Profit

Our consolidated gross revenue for the

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

The major components of our operating expenses

for the years ended December 31, 2020 and 2019 are outlined in the table below:

For the year ended December 31, 2020

For the year ended December 31, 2019

Selling expense

Officer compensation

Research and development

Professional fees

General and administrative

Goodwill impairment

Intangible assets impairment

Total operating expenses

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 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

$1,269,207 incurred during the year ended December 31, 2020 primarily consisted of salaries of $491,638, insurance expense of $210,949

and depreciation expense of $162,242.

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

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

Working Capital

Current Assets

Current Liabilities

Working Capital

The table below, for the periods indicated,

provides selected cash flow information:

For the year ended December 31, 2020

For the year ended December 31, 2019

Net cash used in operating activities

$ (1,955,091 )

$ (1,697,771 )

Net cash used in investing activities

Net cash provided by financing activities

Net change in cash

$ (1,609,545 )

$ (2,262,881 )

Cash Flows from Operating Activities

Our net cash outflows from operating activities

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 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

activities may fluctuate in future periods as a result of a number of factors, including fluctuations in our net revenues and operating

results, utilization of new revenue streams, collection of accounts receivable, and timing of billings and payments.

Cash Flows from Investing Activities

For the year ended December 31, 2020 we

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.

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

As of December 31, 2020, we did not have

any off-balance-sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation SK.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET

We are a smaller reporting company as defined

by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

We did not repurchase any of our equity securities

during the years ended December 31, 2021, 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.

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