Item 2. Management’s Discussion and Analysis
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN
OF OPERATION
The following discussion of our financial condition
and results of operations should be read in conjunction with, and is qualified in its entirety by, the consolidated financial statements
and notes thereto included in, Item 1 in this Quarterly Report on Form 10-Q. This item contains forward-looking statements that involve
risks and uncertainties. Actual results may differ materially from those indicated in such forward-looking statements.
Forward-Looking Statements
This Quarterly Report on Form 10-Q and the documents
incorporated herein by reference contain forward-looking statements. Such forward-looking statements are based on current expectations,
estimates, and projections about our industry, management beliefs, and certain assumptions made by our management. Words such as “anticipates,”
“expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,”
variations of such words, and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees
of future performance and are subject to certain risks, uncertainties, and assumptions that are difficult to predict; therefore, actual
results may differ materially from those expressed or forecasted in any such forward-looking statements. Unless required by law, we undertake
no obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.
However, readers should carefully review the risk factors set forth herein and in other reports and documents that we file from time to
time with the Securities and Exchange Commission, particularly the Report on Form 10-K, Form 10-Q and any Current Reports on Form 8-K.
Narrative Description of the Business
Focus Universal Inc. (the “Company,”
“we,” “us,” or “our”) is a Nevada corporation. We have 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 efficiency. 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. We also provide sensor devices and are a wholesaler of various air filters and digital, analog, and quantum light meter systems.
For the three months ended March 31, 2021 and
2020, 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:
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 . We provide 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.
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Carbon filter devices. We sell two 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. The other filter is designed to be used with fans
from 0-6000 C.F.M.
HEPA filtration device. We provide 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.
Digital light meter. We provide a handheld
digital light meter that is used to measure luminance in fc units, or foot-candles.
Quantum par meter . We provide a 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.
Ubiquitor Wireless Universal Sensor Device
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 late 2022. 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.
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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:
1.
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; and
2.
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. 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 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:
1.
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.
2.
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.
3.
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. A large variety of appliances may
be interconnected by transmitting data through the same wires that provide electrical energy.
6
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” above). 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 networks. 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 devices.
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 cleaners. 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 2023.
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.
7
Also, 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. We plan 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.
Eventually, 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) PLC; and 5) an IoT division.
Intellectual Property Protection
On November 4, 2016, we filed a U.S. patent 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. The patent 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. 15/925,400. The 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. In April 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 worldwide.
In the fourth quarter of 2021, we hired the law
firm of Knobbe Martens, Olson & Bear, LLP to serve as outside intellectual property counsel for the Company. The firm is working on
further transferring the Company’s provisional patent applications to formal patent applications which should number 13 according
if all proceed according to plan. In addition, Knobbe Martens is also working on further filing four previously unfiled patents during
the same timeframe and extending an existing patent application into Europe and Australia.
Competitors
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.
8
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 three months ended March 31, 2022 compared to the three
months ended March 31, 2021
Products and Services Performance
For the three months ended March 31, 2022
For the three months ended March 31, 2021
Increase
(Decrease)
$
Agricultural Product Wholesale (Perfecular):
$ 72,042
$ 323,721
(251,679 )
IoT sales (AVX):
53,929
19,399
34,530
IoT service (AVX):
31,196
20,343
10,853
Total revenue
$ 157,167
$ 363,463
(206,296 )
Agricultural product wholesale (Perfecular): The
decrease of agricultural product wholesale was due to inventory levels sector wide existing at high levels. Distributors across the hydroponic
sector have shown increased inventories in their recent numbers since YE 2021 having inventory numbers 2x or more of YE 2020 levels in
line with our understanding of the sector. We continue to hold that our inventory levels and price levels for that inventory coupled with
our manufacturing capabilities place us at a relative advantage to continue to capitalize on future product opportunities.
IoT sales (AVX): Our AVX growth this quarter was
a direct result of the bifurcation of our teams to service different geographies and demographics in the Southern Californian market.
While we kept our footprint in the West Los Angeles market geography, teams were built to service areas like Diamond Bar and Irvine possessing
different high-end demographics suited to home automation as well. We plan to further increase this strategy in the near-term future.
IoT service (AVX): Along with the IoT sales growth,
our IoT service revenues increased as well, playing into the same catalysts. In the future, we do plan for more recurring service revenues
also with or implementation of follow-on maintenance contracts for new and existing clients.
Revenue
Our consolidated gross revenue for the three months
ended March 31, 2022 and 2021 was $157,167 and $363,463, respectively, which included revenue from related parties of $31,542 and $10,191,
respectively. Revenue for the three months ended March 31, 2022 decreased $206,296 due to sales decrease from major customer of Perfecular
and AVX Design & Integration Inc. being unable to generate more service work or develop a big project of high competitive environment
in Los Angeles area.
9
Cost and Operating Expenses
The major components of our cost and operating
expenses for the three months ended March 31, 2022 and 2021 are outlined in the table below:
For the three months ended March 31, 2022
For the three months ended March 31, 2021
Increase
(Decrease)
$
Cost of revenue, excluding depreciation & amortization
143,091
$ 292,263
$ (149,172 )
Selling expense
38,339
512
37,827
Compensation – officers and directors
76,040
39,100
36,940
Research and development
561,744
63,150
498,594
Professional fees
360,866
270,709
90,157
General and administrative
900,948
416,922
484,026
Total costs and operating expenses
$ 2,081,028
$ 1,082,656
$ 998,372
Cost of revenue, excluding depreciation and amortization
for the three months ended March 31, 2022 was $143,091, compared to $292,263 for the three months ended March 31, 2021. This decrease
in cost of revenue was related to the decrease in revenues.
Selling expense for the three months ended March
31, 2022 was $38,339, compared to $512 for the three months ended March 31, 2021. Selling expense incurred was mainly from third party
advertising fees. The increase of selling expense was due to an increase in advertising fees.
Compensation – officers and directors were
$76,040 and $39,100 for the three months ended March 31, 2022 and 2021, respectively. The increase was due to grant employee compensation.
Research and development costs were $561,744 and
$63,150 for the three months ended March 31, 2022 and 2021, respectively. The increase was due to an increase research and development
employee compensation and China research and development costs.
Professional fees were $360,866 during the three
months ended March 31, 2022 compared to $270,709 during the three months ended March 31, 2021. The increase in professional fees mainly
resulted from the pending litigation compared to the prior period.
General and administrative expenses of $900,948
incurred during the three months ended March 31, 2022 primarily consisted of stock-based compensation of $236,375, employee compensation
of $193,930, insurance expense of $176,915, salaries of $137,162, rent of $75,597 and depreciation expense of $40,163 . General
and administrative expenses of $416,922 incurred during the three months ended March 31, 2021 primarily consisted of stock-based compensation
of $118,838, salaries of $136,483, insurance expense of $42,579 and depreciation expense of $40,537.
Other Income
During the three months ended March 31, 2022 and
2021, we incurred total other income of $54,931 and $36,677, respectively. The increase in other income was due to increase investment
income in current period.
Net Losses
During the three months ended March 31, 2022 and
2021, we incurred net losses of $1,868,930 and $682,516 respectively, due to the factors discussed above.
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Liquidity and Capital Resources
Working Capital
March 31,
2022
December 31,
2021
Current Assets
$ 8,274,005
$ 9,214,340
Current Liabilities
(624,857 )
(571,442 )
Working Capital
$ 7,649,148
$ 8,642,898
Cash Flows
The table below, for the periods indicated, provides
selected cash flow information:
For the three months ended March 31, 2022
For the three months ended March 31, 2021
Net cash used in operating activities
$ (902,283 )
$ (438,775 )
Net cash used in investing activities
(31,470 )
–
Net cash provided by financing activities
–
1,763,697
Effect of exchange rate
24
–
Net change in cash
$ (933,729 )
$ 1,324,922
Cash Flows from Operating Activities
Our net cash outflows from operating activities
of $902,283 for the three months ended March 31, 2022 was primarily the result of our net loss of $1,868,930 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 $96,258, an increase in accounts receivable – related party of $70,816, an increase in inventories of
$5,067, a decrease in other receivable of $13,057, a decrease in prepaid expense of $148,616, an increase in deposit of $35,142, a decrease
in operating lease right-of-use asset of $150,623, an increase in accounts payable and accrued liabilities of $38,000, a decrease in other
current liabilities of $17,135, a decrease in lease liabilities of $123,951, an increase in other liabilities of $14,736. Non-cash expense
included add-backs of $42,080 in bad debt expense, $25,006 in reduction of inventory fair value adjustments, $40,165 in depreciation expense,
$656,370 in stock-based compensation - shares, $8,000 in stock-based compensation - services, and $228,375 in stock option compensation.
Our net cash outflows from operating activities
of $438,755 for the three months ended March 31, 2021 was primarily the result of our net loss of $682,516 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 $165,725, decrease in inventory of $20,975, decrease in prepaid expenses of $53,340, decrease in deposits of
$100,000, decrease in operating lease right-of use assets of $11,542, increase in accounts payable and accrued liabilities of $142,464,
decrease in accounts payable – related party of $17,471, decrease in lease liabilities of $12,379 and decrease in customer deposit
of $53,450. Non-cash expense included add-backs of $8,357 in bad debt expense, $3,287 in reduction of inventory reserve, $40,537 in depreciation
expense, $12,000 in stock-based compensation, and $106,838 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.
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Cash Flows from Investing Activities
For the three months ended March 31, 2022 we had
cash outflow from investing activities of $31,470 from the purchase of property and equipment. There were no investing activities for
the three months ended March 31, 2021
Cash Flows from Financing Activities
There were no financing activities for the three
months ended March 31, 2022. For the three months ended March 31, 2021 the Company obtained $267,297 in SBA loan, received $1,500,000
in bank loan, and repaid $3,600 in bank loan, resulting in cash inflow of $1,763,697.
Going Concern
In the long term, 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. For the three months
ended March 31, 2022, the Company had a net loss of $1,868,930 and negative cash flow from operating activities of $902,283.
With the January 1, 2022 beginning cash amount of $8,678,665, the Company will have enough cash to cover its projected annual cash burn
rate of $3,152,618, which is an increase from the previous year. This is a result of coming off of a year where the company completed
an uplisting transaction causing a greater than normal amount of expenditure, especially within professional service fees. Overall, the
Company has adequate cash for the Company to continue operation as a going concern throughout 2022 without any additional capital raise.
As a result, the previous factors raising substantial doubt to continue as a going concern have been alleviated for the following year.
Off-Balance Sheet Arrangements
As of March 31, 2022, we did not have any off-balance-sheet arrangements,
as defined in Item 303(a)(4)(ii) of Regulation SK.
ITEM 3. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK.
We are a smaller reporting company as defined
by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.