What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2023-03-31 compared with 2022-03-08 · 351 added, 421 removed, 862 unchanged (47% of the section changed)

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our securities traded on the Nasdaq Capital Market.

From January 28, 2022, our securities have traded on the Nasdaq Global Market.

Our website is www.focusuniversal.com.

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

From January 28, 2022, to the present, our securities have traded on the Nasdaq Global

Our company websites are www.focusuniversal.com,

www.avxdesign.com, and www.attechsystems.com.

Our website and the information contained therein or connected thereto are not intended

to be incorporated into this report.

We have developed five proprietary platform technologies

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Universal Smart Instrumentation Platform

Our goal is to increase the overall degree of chip integration capabilities by shifting integration from the component level directly to the device level.

Our goal is to increase

the overall degree of chip integration capabilities by shifting integration from the component level directly to the device level.

We have developed an innovative and proprietary

“device on a chip” (“DoC”) technology, which combines the required electronic circuits of various integrated circuit

components onto a single, integrated chip (“IC”) and pushes beyond the limits of current integrated chip.

components onto a single, integrated chip (“IC”) and pushes beyond the limits of current integrated chips.

Our DoC technology

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Our DoC technology includes both the hardware and software, uses less power compared to traditional IoT devices, with better performance,

includes smaller overall devices, and offers greater reliability in spite of decreasing the number of interconnections between components.

includes smaller overall devices, and offers greater reliability despite decreasing the number of interconnections between components.

We believe that incorporating our DoC technology into our product offering, will simplify the manufacturing process, lowering our costs

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IoT devices fall short.

Our research and development suggests that the

existing IC integration in IoT devices is mainly focused on hardware-to-hardware integration, not incorporating software solutions.

lack of incorporating software under a common operating system, application software, and extra interface into ICs, limits IC integration

to the component level.

Software is a critical component in electronics, and the more tightly integrated the software, the better the

power and performance.

Software also adds an element of flexibility and allows multiple discrete ICs, which in the past were unable to

be further integrated into a single IC.

Our research and development suggest that the existing IC integration

in IoT devices is mainly focused on hardware-to-hardware integration, not incorporating software solutions.

This lack of incorporating

software under a common operating system, application software, and extra interface into ICs, limits IC integration to the component

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

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

into a single IC.

Currently, ICs integration requires the development

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we developed is a standardized, universal hardware and software integration platform that provides a universal common foundation for what

we anticipate will be thousands of IoT and standalone devices.

The electronic design and production starts from a 90% completed common

foundation, our USIP, instead of the individual components that necessitate the current method of building each standalone instrument

we anticipate will be used by thousands of IoT and standalone devices.

The electronic design and production start from a 90% completed

common foundation, our USIP, instead of the individual components that necessitate the current method of building each standalone instrument

from scratch.

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services to developing rich solutions and services for consumers and industries across a wide range of sectors at an affordable cost.

5G is an opportunity to implement wired and wireless converged networks and offers particular opportunities to integrate network management

The United States and China are in a race to deploy 5G wireless networks, and the country that gets there first will lead in

standard-setting, patents, and the global supply chain.

A World Economic Forum report stated that by 2035 5G networks would contribute

$13.2 trillion in economic value globally and generate 22.3 million jobs in the 5G global value chain from direct network investments

and residual services.

1 5G networks and their related applications are expected to add three million jobs and $1.2 trillion

to the economy in the U.S.

5G is an opportunity to implement wired and wireless converged networks and offers opportunities to integrate network management systems.

The United States and China are in a race to deploy 5G wireless networks, and the country that gets there first will lead in standard-setting,

patents, and the global supply chain.

A World Economic Forum report stated that by 2035 5G networks would contribute $13.2 trillion in

economic value globally and generate 22.3 million jobs in the 5G global value chain from direct network investments and residual services [1] .

5G networks and their related applications are expected to add three million jobs and $1.2 trillion to the economy in the U.S.

____________________

Economic Forum, January 2020 “The Impact of 5G:

Creating New Value across Industries and Society,” available at:

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

(last accessed January 10, 2022).

[1] World Economic Forum, January 2020 “The Impact of 5G:

New Value across Industries and Society,” available at:

http://www3.weforum.org/docs/WEF_The_Impact_of_5G_Report.pdf (last accessed

March 6, 2023).

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

(last accessed on January 10, 2022).

(last accessed on March 6, 2023).

Though 5G offers a significant increase in speed

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in the range of 30-250 Mbps.

4 Mid-band frequencies (2.5/3.5Ghz) can also travel fairly long distances but can carry a lot

more data than low-band cell sites.

5 Mid-band 5G base stations can transmit and receive high-capacity signals over fairly

They can represent an ideal mix of performance—including some networks providing download speeds around 100-900 Mbps—for

the bulk of 5G traffic in metropolitan areas.

[4] Mid-band frequencies (2.5/3.5Ghz) can also travel long distances but can carry a lot more data

than low-band cell sites.

[5] Mid-band 5G base stations can transmit and receive high-capacity signals over fairly large areas.

They can represent an ideal mix of performance—including some networks providing download speeds around 100-900 Mbps—for the

bulk of 5G traffic in metropolitan areas.

[6] High-band 5G uses millimeter-wave (mmWave) frequency bands.

Despite receiving

plenty of publicity, high-band is actually a very specialized part of the 5G offering.

7 Functioning over a shorter radius,

it’s particularly useful in urban areas and busy venues like stadiums and shopping malls.

8 With the potential to offer

data rates of up to 10 Gbps, high-band 5G is already being deployed in several major cities.

Download speeds for carriers’ high-band

5G can sometimes clock in around 450 Mbps, with peak speeds of nearly 1 Gbps, and upload speeds near 50 Mbps.

High-band, mmWave spectrum is used primarily

for urban and dense urban markets.

The characteristics of high-band, mmWave spectrum is that it is very wide and provides a significant

increase in capacity.

plenty of publicity, high-band is a very specialized part of the 5G offering.

[7] Functioning over a shorter radius, it’s

particularly useful in urban areas and busy venues like stadiums and shopping malls.

[8] With the potential to offer data rates

of up to 10 Gbps, high-band 5G is already being deployed in several major cities.

Download speeds for carriers’ high band 5G can

sometimes clock in around 450 Mbps, with peak speeds of nearly 1 Gbps, and upload speeds near 50 Mbps.

High band, mmWave spectrum is used primarily for

urban and dense urban markets.

The characteristics of high band, mmWave spectrum is that it is very wide and provides a significant increase

Because of the greater spectrum width, speed is increased, and transmission latency is reduced.

However, the drawback

is that high-band spectrum does not propagate over a large coverage area.

However, the drawback is

that high-band spectrum does not propagate over a large coverage area.

For example, a 28 GHz mmWave spectrum can only travel 500 feet.

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____________________

Jeremy (December 10, 2019).

“The definitive guide to 5G low, mid, and high band speeds.” VentureBeat online magazine (available

https://venturebeat.com/2019/12/10/the-definitive-guide-to-5g-low-mid-and-high-band-speeds/ (Last accessed January 10, 2022)).

“5G Rollout—Beyond the Hype.” Parsons Cyber Blog, June 16, 2020 (“As a result, 5G base stations must be positioned

as close as a third of a mile, whereas 4G base stations can provide coverage of 20 to 45 miles.

This limitation becomes especially acute

in more rural and/or remote areas, wherein 5G networks become impractical”) (available at:

https://www.parsons.com/2020/06/5g-rollout-beyond-the-hype/

(last accessed, April 15, 2021)).

[3] Horwitz, Jeremy (December 10, 2019).

“The definitive guide

to 5G low, mid, and high band speeds.” VentureBeat online magazine (available at:

https://venturebeat.com/2019/12/10/the-definitive-guide-to-5g-low-mid-and-high-band-speeds/

(Last accessed March 7, 2023)).

[7] See “5G Rollout—Beyond the Hype.” Parsons

Cyber Blog, June 16, 2020 (“As a result, 5G base stations must be positioned as close as a third of a mile, whereas 4G base stations

can provide coverage of 20 to 45 miles.

This limitation becomes especially acute in more rural and/or remote areas, wherein 5G networks

become impractical”) (available at:

https://www.parsons.com/2020/06/5g-rollout-beyond-the-hype/ (last accessed, March 7, 2023)).

[9] https://www.t-mobile.com/business/resources/articles/benefits-of-the-5g-spectrum-for-businesses

(last accessed January 5, 2022).

(last accessed March 7, 2023).

[10] https://dgtlinfra.com/american-tower-5g-deployed-in-layers-different-spectrum-bands/

(last accessed January 5, 2022).

(last accessed March 7, 2023).

[11] https://www.md7.com/perspectives/infrastructure-challenges-of-5g-frequency/

(last accessed January 5, 2022).

Unlike 4G LTE, which operates on established

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

Wireless carriers still need to bid for the costly higher spectrum

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

Adding the hardware required for 5G networks can significantly increase

operating expenses.

(last accessed March 7, 2023).

Unlike 4G LTE, which operates on established frequency

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

Wireless carriers still need to bid for the costly higher spectrum bands, as they

build and roll out their respective 5G networks.

Adding the hardware required for 5G networks can significantly increase operating expenses.

Building 5G networks is expensive.

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

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

Mobile Operator 5G Capex

According to THALES, total global spending on 5G is set to reach $620 billion by 2025.

A typical 5G base station consumes up to twice

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add to overall network power usage.

Site Power requirements 2G,

2-4G, and 5G.

Select 5G base stations in China are being powered

off every day from 21:00 to 9:00 to reduce energy consumption and lower electricity bills.

5G base stations are substantial energy consumers

such that electricity bills have become one of the highest costs for 5G network operators.

Reading, Report, “Mobile Operator 5G Capex Forecasts:

2018-2023” available at:

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

(last accessed on January 5, 2022).

Our ultra-narrowband wireless communication 5G+

technology aims to achieve both low band 5G coverage and 1 Gbps high-band speed because we employ an ultra-narrow spectrum channel

(<1KHz) to establish an ultra-long-distance link between the 5G base station and the receiver.

The ultra-narrowband modulation was

initially conceived in 1985 by Dr.

Walker as a method to be used with ‘frequency modulation (FM) Sub-Carriers’ (as

opposed to “FM Supplementary Carriers” or “In Band On Channel” Carriers).

In its original form, data rates as

high as 196 kb/s were obtained from a subcarrier at 98 kHz, and bandwidth spectral efficiencies as high as 15 bits/sec/Hz were achieved.

A pulse width modulation baseband encoding method called the “Slip Code” was used.

That method, which was a baseband method,

was limited in data rate and required excessive filtering, which precluded it from being a practical ultra-narrowband method.

Our ultra-narrowband wireless communication 5G+ technology aims to

achieve both low band 5G coverage and 1 Gbps high-band speed because we employ an ultra-narrow spectrum channel (<1KHz) to establish

an ultra-long-distance link between the 5G base station and the receiver.

The ultra-narrowband modulation was initially conceived in 1985

Walker as a method to be used with ‘frequency modulation (FM) Sub-Carriers’ (as opposed to “FM Supplementary

Carriers” or “In Band On Channel” Carriers).

In its original form, data rates as high as 196 kb/s were obtained from

a subcarrier at 98 kHz, and bandwidth spectral efficiencies as high as 15 bits/sec/Hz were achieved.

A pulse width modulation baseband

encoding method called the “Slip Code” was used.

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

excessive filtering, which precluded it from being a practical ultra-narrowband method.

Ultra-narrowband (“UNB”) technology

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networks are affected by UNB signals.

____________________

THALES, Dec 29,2022, A 5G PROGRESS REPORT:

LAUNCHES, SUBSCRIBERS, DEVICES & MORE,

https://www.thalesgroup.com/en/worldwide/digital-identity-and-security/magazine/5g-progress-report-launches-subscribers-devices,

(last accessed March 7, 2023)

UNB modulation utilizes a coded baseband with

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Conventional filters cannot be

used with ultra-narrowband signals, which are absolutely dependent upon negative or zero group delay filters.

used with ultra-narrowband signals, which are dependent upon negative or zero group delay filters.

One important characteristic has restricted widespread

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Spectrum availability.

5G networks operate on higher bandwidth frequencies reaching up to 300

GHz, which permit data rates capable of delivering ultra-fast speeds measuring as much as 20 times more than those provided by 4G LTE

5G networks operate on higher bandwidth

frequencies reaching up to 300 GHz, which permit data rates capable of delivering ultra-fast speeds measuring as much as 20 times more

than those provided by 4G LTE networks.

However, the availability and cost of spectrum bands are still an issue for wireless operators.

Wireless operators need to bid

for these costly higher spectrum bands as they build and deploy their respective 5G networks.

On February 24, 2021, the Federal Communications

Commission announced the winning bids in Auction 107, the auction of 3.7 GHz service licenses.

The winning bids for all 5,684 available

licenses totaled over $81 billion and were concentrated among just 21 bidders.

13 Given that Focus Universal operates in the

ultra-narrowband spectrum where very limited spectrum is required and public access spectrum is also available, this is potentially less

of a concern than pursuing the traditional broadband capacity pathways.

Communications Commission.

(2021, February 24).

FCC Announces Winning Bidders in C-Band Auction [Press release].

https://www.fcc.gov/document/fcc-announces-winning-bidders-c-band-auction.

Wireless operators need to bid for these costly higher spectrum bands as they build and deploy their respective 5G networks.

24, 2021, the Federal Communications Commission announced the winning bids in Auction 107, the auction of 3.7 GHz service licenses.

winning bids for all 5,684 available licenses totaled over $81 billion and were concentrated among just 21 bidders.

that Focus Universal operates in the ultra-narrowband spectrum where very limited spectrum is required and public access spectrum is also

available, this is potentially less of a concern than pursuing the traditional broadband capacity pathways.

____________________

[13] Federal Communications Commissions (February 17, 2021), https://www.fcc.gov/document/fcc-announces-winning-bidders-37-ghz-service-auction,

(last accessed March 7, 2023)

Despite 5G networks offering significantly

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First, 5G’s operating on higher frequency spectrums require greater energy input.

a typical 5G base station consumes up to twice the power consumed by a 4G base station.

Second, to provide the same coverage area as a

4G network, a 5G network requires three to four times the number of base stations.

Accordingly, the overall energy consumption of a typical

5G network will be at least six to eight times more than the energy consumption of a 4G network with equivalent coverage.

Similar to the

coverage applications, we also expect energy consumption to be potentially significantly less with UNB technologies over the conventional

broadband pathways.

For example, a typical 5G base station consumes up to twice the power consumed by a 4G base station.

Second, to provide the same coverage

area as a 4G network, a 5G network requires three to four times the number of base stations.

Accordingly, the overall energy consumption

of a typical 5G network will be at least six to eight times more than the energy consumption of a 4G network with equivalent coverage.

Like the coverage applications, we also expect energy consumption to be potentially significantly less with UNB technologies over the

conventional broadband pathways.

We are currently developing 5G+, which we believe

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the 5G networks infrastructure.

____________________

“How much does it cost to build a 5G base station?” Phate Zhang, April 7, 2020, CNTechPost (available at:

https://cntechpost.com/2020/04/07/how-much-does-it-cost-to-build-a-5g-base-station/ (last accessed March 7, 2023)).

Environmental Health Trust, https://ehtrust.org/science/reports-on-power-consumption-and-increasing-energy-use-of-wireless-systems-and-digital-ecosystem/,

(last accessed March 7, 2023)

Further, the design of 5G+ infrastructure means

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As outlined above, 5G+ has the potential to overcome the

challenges presented by the use of higher broadband spectrums required for the implementation of the broadband technology used in 5G.

_____________

much does it cost to build a 5G base station?” Phate Zhang, April 7, 2020, CNTechPost (available at:

https://cntechpost.com/2020/04/07/how-much-does-it-cost-to-build-a-5g-base-station/

(last accessed on January 10, 2022)).

challenges presented using higher broadband spectrums required for the implementation of the broadband technology used in 5G.

Leveraging ultra-narrowband power line communication (“PLC”) technology.

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This platform is used to build the IoT user interface.

The natural integrated programming language we have developed is similar to the

language humans use to communicate with each other, which makes it is easy for humans to learn, while still being understood by a machine.

The UIMAGP simplifies the process of software programming by saving hundreds of lines of code into a micro code that can be saved to a

sensor module.

When that sensor module is plugged into a USIP, the user interface specification codes saved to the sensor module is sent

to the platform and a universal display, such as a smartphone, a computer, or a display unit.

The UIMAGP saved on the universal display

automatically generates the user interface within milliseconds instead of requiring months or years of software development work.

coding hardware engineer can design sensor module hardware and provide the user interface specification code.

Thus, the hardware-defining

software is achieved.

The natural integrated programming language we have developed is like the language

humans use to communicate with each other, which makes it is easy for humans to learn, while still being understood by a machine.

UIMAGP simplifies the process of software programming by saving hundreds of lines of code into a micro code that can be saved to a sensor

When that sensor module is plugged into a USIP, the user interface specification codes saved to the sensor module is sent to the

platform and a universal display, such as a smartphone, a computer, or a display unit.

The UIMAGP saved on the universal display automatically

generates the user interface within milliseconds instead of requiring months or years of software development work.

An embedded coding

hardware engineer can design sensor module hardware and provide the user interface specification code.

Thus, the hardware-defining software

UIMAGP is similar to low code or no code programming

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instrumentation platform with a large-scale modular design approach.

USIP integrates a large number of technologies, including cloud technology,

wired and wireless communication technology, software programming, instrumentation technology, artificial intelligence, PLC, sensor networking,

USIP integrates many technologies, including cloud technology, wired

and wireless communication technology, software programming, instrumentation technology, artificial intelligence, PLC, sensor networking,

and IoT technology into a single platform.

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Compared to traditional stand-alone instruments,

USIP exploits a computer’s or mobile devices’ processing power, productivity, display, and connectivity capabilities to provide

a more powerful, flexible, and cost-effective measurement solution.

Traditional hardware-centered instrumentation systems are made up

of multiple stand-alone instruments interconnected to carry out a determined measurement or control an operation.

USIP exploits the processing power of a computer or a mobile device.

Productivity, display, and connectivity capabilities to provide a

more powerful, flexible, and cost-effective measurement solution.

Traditional hardware-centered instrumentation systems are made up of

multiple stand-alone instruments interconnected to carry out a determined measurement or control an operation.

They have fixed vendor-defined

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accessibility, simplification, standardization, and cloud instrumentation.

________________

Insights “Leading the IoT,” available at:

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

January 10, 2022).

We have been dedicated to solving instrumentation

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connected to our universal device, which we call the Ubiquitor, and changes our device into a blood pressure measurement instrument.

Similarly, if we remove the blood pressure sensor

and connect our universal device to both a pH sensor and a CO2 sensor, the universal device changes to a two-sensor device capable of

measuring pH and CO2 concentration.

Each sensor has its own user interface automatically generated based on the user interface specification

code saved in each sensor.

A pH sensor and a CO2 sensor are connected to our universal device,

and our device changes into a two-sensor device.

A computer or smartphone can also be used for display.

As illustrated below, when a light

sensor is also plugged into our universal device using a three-way splitter, the universal device becomes a three-sensor device.

A pH sensor, a CO2 sensor, and a light sensor are connected to the

universal device, and the device changes into a three-sensor device.

A computer or smartphone can also be used for display.

____________________

Gartner Insights “Leading the IoT,” available at:

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

March 7, 2023).

Similarly, if we remove the blood pressure sensor and connect

our universal device to both a pH sensor and a CO2 sensor, the universal device changes to a two-sensor device capable of measuring pH

and CO2 concentration.

Each sensor has its own user interface automatically generated based on the user interface specification code saved

in each sensor.

A pH sensor and a CO2 sensor

are connected to our universal device, and our device changes into a two-sensor device.

A computer or smartphone can also be used for

As illustrated below, when a light sensor is also plugged

into our universal device using a three-way splitter, the universal device becomes a three-sensor device.

A pH sensor, a CO2 sensor,

and a light sensor are connected to the universal device, and the device changes into a three-sensor device.

A computer or smartphone

can also be used for display.

As illustrated in Figure 8, the universal

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by billions of internet-compatible devices and machines that share data and information worldwide.

According to a Gartner report, by

the end of 2020, there were an estimated 20 billion IoT-connected devices in use around the world.

16 As the sophistication

of both hardware and software in the consumer electronics industry skyrockets, an increasing share of the electronic devices produced

around the world are manufactured with internet connectivity.

Forecasts suggest that by 2030, around 50 billion of these IoT devices

will be in use worldwide, creating a massive web of interconnected devices spanning everything from smartphones to kitchen appliances.

The IoT will significantly impact the economy by transforming many enterprises into digital businesses, facilitating new business

models, improving efficiency, and increasing employee and customer engagement.

It is foreseeable that the explosive growth in IoT will

rapidly deplete natural and human labor resources.

According to a Gartner report, by the

end of 2020, there were an estimated 20 billion IoT-connected devices in use around the world.

As the sophistication of both hardware

and software in the consumer electronics industry skyrockets, an increasing share of the electronic devices produced around the world

are manufactured with internet connectivity.

Forecasts suggest that by 2030, around 50 billion of these IoT devices will be in use worldwide,

creating a massive web of interconnected devices spanning everything from smartphones to kitchen appliances.

[17]17 The IoT

will significantly impact the economy by transforming many enterprises into digital businesses, facilitating new business models, improving

efficiency, and increasing employee and customer engagement.

It is foreseeable that the explosive growth in IoT will rapidly deplete natural

and human labor resources.

We believe that IoT will soon reach a critical limit;

we do not have enough human

labor and natural resources to support IoT growth.

we do not have enough human labor and natural resources

to support IoT growth.

Twenty billion IoT devices challenge existing resources.

We have overcome the current

massive IoT production challenges by developing a shared distributed universal IoT.

Billions of internet-compatible devices and machines

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

We have overcome the current massive IoT production challenges

by developing a shared distributed universal IoT.

Billions of internet-compatible devices and machines share data and information around

the world and share a large section of hardware and software (up to 90%).

Billions of IoT devices are in use worldwide,

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____________________

Report “Leading the IoT:

Gartner Insights on How To Lead in a Connected World” available at:

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

(last accessed February 10, 2021).

Report “Number of internet of things (IoT) connected devices worldwide in 2018, 2025 and 2030” available at https://www.statista.com/statistics/802690/worldwide-connected-devices-by-access-technology/

(last accessed January 10, 2022).

Statista Report “Number of internet of things (IoT) connected devices worldwide in 2018, 2025 and 2030” available at https://www.statista.com/statistics/802690/worldwide-connected-devices-by-access-technology/

(last accessed March 7, 2023).

Wireless networks are far from perfect for IoT.

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billion at the end of 2028.

18 This prediction is based on current PLC technology, which provides speeds that are too

slow (usually less than 9,600 bps), coverage that is too short (200-300 yards), and harsh electrical noise and interference.

vendors of PLC technology include ABB, General Electric, Siemens, AMETEK, Schneider Electric, Texas Instruments, Maxim Integrated, Devolo,

Cypress Semiconductor, ST Microelectronics, Panasonic, Microchip, Qualcomm Atheros, TP-Link Technologies, NETGEAR, D-Link, NXP Semiconductor

NV, Landis+Gyr, Sigma Designs, Zyxel Communications, Nyx Hemera Technologies and Renesas Electronics Corporation.

[18] This prediction is based on current PLC technology, which provides speeds that are too slow

(usually less than 9,600 bps), coverage that is too short (200-300 yards), and harsh electrical noise and interference.

The major vendors

of PLC technology include ABB, General Electric, Siemens, AMETEK, Schneider Electric, Texas Instruments, Maxim Integrated, Devolo, Cypress

Semiconductor, ST Microelectronics, Panasonic, Microchip, Qualcomm Atheros, TP-Link Technologies, NETGEAR, D-Link, NXP Semiconductor NV,

Landis+Gyr, Sigma Designs, Zyxel Communications, Nyx Hemera Technologies, and Renesas Electronics Corporation.

____________________

GlobalNewswire, December 19, 2022, https://www.globenewswire.com/en/news-release/2022/12/19/2576452/0/en/Global-Programmable-Logic-Controller-PLC-Market-to-Reach-17-6-Billion-by-

2028-Presence-of-Over-1-500-Manufacturers-Makes-it-Highly-Fragmented.html, (March 7, 2023)

It is our understanding that no other vendor has

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multiple carrier waves or higher operating frequencies are used.

Research Report “Powerline Communication Market by Offering (Hardware, Software, and Services), Frequency (Narrowband, and Broadband),

Application (Energy Management and Smart Grid, and Indoor Networking), Vertical, and Geography – Global Forecast to 2023,”

available at:

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

Our current research and development efforts are

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We believe that our ultra-narrowband wireless technology has the potential to push the wireless frontier well beyond 5G.

We expect to finalize our ultra-narrowband technology research with data transfer speeds of 64-256 Mbps by the fourth quarter of 2022.

MarketsandMarkets projects that the 5G infrastructure

We finalized our ultra-narrowband technology research with data transfer speeds of 64-256 Mbps in the fourth quarter of 2022.

to build testing equipment.

This requires us to design and build a digital device that can perform the digital speed testing.

designed the devices and we should receive the finished circuit boards in the next few weeks and hope that such device will be completed

by the end of 2023.

Markets and Markets projects that the 5G infrastructure

market will reach USD 47,775 million by 2027, at a CAGR of 67.1%.

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do not support more than 100 sensors.

The first version of UIMAGP has been completed and we believe should support more than 1,000 sensors.

We intend to sell and license the software to device manufacturers that use our DoC ICs and other industries where the software can be

The first version of UIMAGP has been completed and we believe should support more than

1,000 sensors.

We intend to sell and license the software to device manufacturers that use our DoC ICs and other industries where the

software can be applied.

UIMAGP can be used in IoT software design and

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This division is planning to expand to other industries as well.

The software market size is enormous.

According to www.grandviewresearch.com,

the market reached $388.98 billion in 2020.

Software market size.

Today, some of the biggest companies within the

software industry, including Microsoft, IBM, Oracle, SAP, and Salesforce, generate billions of dollars in annual revenue.

None of these

companies have developed a UIMAGP.

Any software that can be created by low code and no code programming can also be created by using UIMAGP.

However, the software created by UIMAGP achieves what low code and no code programming cannot because of the complexities of applying

the code to different platforms and the accompanying required customization.

One of the distinct features of UIMAGP is that the programming

provides a starting point that includes foundational code that may be used on any platform or operating system.

This makes the final programming

much more efficient, as it needs relatively few lines of code to program a complicated application.

software industry, including Microsoft, IBM, Oracle, SAP, and Salesforce, have still not developed a UIMAGP.

Any software that can be

created by low code and no code programming can also be created by using UIMAGP.

However, the software created by UIMAGP achieves what

low code and no code programming cannot because of the complexities of applying the code to different platforms and the accompanying required

customization.

One of the distinct features of UIMAGP is that the programming provides a starting point that includes foundational code

that may be used on any platform or operating system.

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

lines of code to program a complicated application.

d) Universal smart instrument

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for large industrial operations requiring data-specific sensing and control automation to ensure optimal outcomes.

According to MarketsandMarkets,

the agriculture IoT market is expected to grow from $12.7 billion in 2019 to $20.9 billion by 2024, at a CAGR of 10.4%.

According to Markets

and Markets, the agriculture IoT market is expected to grow from $11.4 billion in 2021 to $18.1 billion by 2026, at a CAGR of 9.8%.

A key factor driving the growth of this market is the rising demand for agricultural production due to increasing population and adoption

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and controls, and fan speed controls.

The market size of the instrumentation industry

is vast and difficult to estimate.

However, the IoT industry sector is only a fraction of the larger market.

MarketsandMarkets forecasts

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

20 The key market players include Intel Corporation

(US), SAP SE (Walldorf, Germany), Cisco Systems, Inc.

(US), Microsoft Corporation (US), Oracle Corporation (US), International Business

Machine (IBM) Corporation (US), PTC Inc.

(US), Google Inc.

(US), Hewlett-Packard Enterprise (US), Amazon Web Services Inc.

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

These industry players’ IoT devices are of a traditional

machine-to-machine type and face challenges in terms of cost and implementation.

Our shared distributed universal IoT devices are much

more cost-efficient.

This division will also focus on developing

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these ICs can perform entire device functions.

According to the

“Integrated Circuits Global Market Report 2020,” the globally integrated circuits market was worth $412.3 billion in

21 The market is expected to grow at a CAGR of 5.09% and reach a value of $502.94 billion by 2023.

players in the IC market are Intel Corporation, Texas Instruments, Analog Devices, STMicroelectronics, NXP, ON Semiconductor,

Micron, Toshiba, Broadcom, and Qualcomm.

_____________

19 MarketsandMarkets

Market research Report, October 2019:

“Agriculture IoT Market by Offering (Hardware, Software, & Services), Application

(Precision Farming, Precision Forestry, Livestock Monitoring, Fish Farm Monitoring and Smart Greenhouse), Application, and Geography

- Global Forecast to 2024,” available at:

https://www.marketsandmarkets.com/Market-Reports/iot-in-agriculture-market-199564903.html

(last accessed March 4, 2021).

Business Research Company, March 2020, “Integrated Circuits Global Market Report 2020,” available at:

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

(last accessed January 24, 2021).

According to the Cision the

globally integrated circuits market will be worth $1,248.6 billion in 2030.

[20] Major players in the IC market are Intel

Corporation, Texas Instruments, Analog Devices, STMicroelectronics, NXP, ON Semiconductor, Micron, Toshiba, Broadcom, and

This division will also install and design customer

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on the USIP into the project proposals.

____________________

Market and Markets, May 2021, Agriculture IoT Market worth $18.1 billion by 2026, https://www.marketsandmarkets.com/PressReleases/iot-in-agriculture.asp,

(last accessed March 7, 2023)

Cision, January 25, 2023, Integrated Circuits Market to Reach USD 1,248.6 Billion by 2030, https://www.prnewswire.com/news-releases/integrated-circuits-market-to-reach-usd-1-248-6-billion-by-2030--301730536.html,

(last accessed March 7, 2023)

Products we are currently selling

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Our Quantum Par Meter Device

Strategy behind AVX Acquisition

On March 15, 2019, the Company completed a transaction

with Patrick Calderone to purchase 100% of the outstanding stock of AVX Design and Integration, Inc.

(“AVX”), an IoT installation

and management company based in southern California.

Through our acquisition of AVX, we are planning

to offer residential customers an entire smart home product line in the $3,000 range We have finished designing smart devices for lighting

control, air conditioner control, sprinkler control, 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 smart home installation based on the

USIP, and our Ubiquitor will include more functionalities than the current systems offered by our competitors.

Our smart home systems

would integrate, exchange data, interact and connect utilizing our PLC technology.

As a result, the installation process would be simplified,

and its costs would be reduced.

Once successfully integrated, the Ubiquitor will

be central to every smart home installation that AVX does.

The Ubiquitor’s connectivity capabilities will allow that system to be

expanded and customized in the future.

We also plan to offer zero down payment options for installation of AVX’s smart home

Smart Home Installation

Through AVX Design and Integration, Inc.

an IoT installation and management company based in southern California, and a subsidiary of the Company, we offer residential customers

an entire smart home product line.

We have finished designing smart devices for lighting control, air conditioner control, sprinkler control,

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 smart installation based on the USIP,

and our Ubiquitor together will include more functionalities than the current systems offered by our competitors.

It is our goal that

our smart systems would integrate, exchange data, interact and connect utilizing our forthcoming PLC technology.

As a result, the installation

process would be simplified, and its costs would be reduced.

Once successfully integrated, the Ubiquitor will be

central to every smart installation with our IoT Installation Services segment.

The Ubiquitor’s connectivity capabilities will allow

that system to be expanded and customized in the future.

We also plan to offer zero down payment options for installation of our smart

systems and charge a monthly subscription fee instead.

Notwithstanding the foregoing, should we be unable

to successfully integrate the Ubiquitor into AVX’s smart home installations, the Ubiquitor will continue to be a flagship product

of our Company that can be applied to various other purposes in the different industries and fields mentioned above.

to successfully integrate the Ubiquitor into our smart installations, the Ubiquitor will continue to be a flagship product of our Company

that can be applied to various other purposes in the different industries and fields mentioned above.

Strategy and Marketing Plan

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a) Our Existing Customer, Hydrofarm

To minimize the upfront cost of entering a market,

we must carefully choose our entry point to find one that offers the least possible resistance.

It costs more to attract new customers

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

Our universal smart instruments’ design, development, and

manufacture are targeted to increase current sales to our existing customer.

Our universal smart instruments’ design,

development, and manufacture are targeted to increase current sales to Hydrofarm, our existing customer.

Our current customer, Hydrofarm, is the largest

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1,000 sensor nodes and controllers).

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

However, due to the coronavirus

pandemic, the production was delayed.

In 2022, we intend to extend our product line to Hydrofarm, who in turn will resell and market our

systems and devices to its customers in the horticulture industry.

These circuit layouts are in the possession of our manufacturer in China for production.

now received the circuit boards and are trying to launch the pilot production.

We are designing the injection molding tooling so that

we can create the casing.

We believe we will be able to launch the pilot production once the casing tooling is fixed.

In 2023, we intend

to extend our product line to Hydrofarm, who in turn will resell and market our systems and devices to its customers in the horticulture

b) Online Customers

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File patents to protect our PLC technology.

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

To achieve these goals, we intend to focus on the following initiatives:

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

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financial resources, and know-how to bring a product to market independently.

Although a licensing deal can occur at any time, we do believe

that licensing may not occur until the last quarter of 2022 due to the fact that we will need to have a team of our consulting engineers

in place, working with industrial consumers on product integration, as well as time to negotiate the terms of licensing agreements with

potential customers.

Distribution Method

We intend to engage in relationships predominantly

with standard U.S.

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

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

sensor nodes.

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

industrial instrument manufacturers.

We have a sales department operating out of our Ontario, California office and eventually plan to

open a second sales department in China dedicated to promoting our technologies to local instrument manufacturers who can utilize our

Ubiquitor devices in their manufacturing and other processes.

We intend to market the Ubiquitor to industrial end-users through Hydrofarm,

through direct business-to-business sales channels and also directly to consumers via e-commerce internet platforms.

For our quantum light

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

We intend to engage in relationships

predominantly with standard U.S.

component manufacturers and similar electronics providers for the manufacturing of unassembled

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

the Ubiquitor devices and sensor nodes.

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

and also ship directly to traditional industrial instrument manufacturers.

We have a sales department operating out of our Ontario,

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

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

We intend to market the

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

consumers via e-commerce internet platforms.

For our quantum light meters, and air filtration products, while we still continue to

anticipate orders from Hydrofarm in 2023, we have begun to diversify away from one single dominant distributor into more diversified

distribution channels, such as direct wholesale into retail outlets and direct distribution to end-users.

We also intend to

implement a direct sales method via Amazon.com and other online retailers.

Raw Materials

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our assembly in our Ontario, California facility.

On October 1, 2018, we entered into an agreement with Beijing Hengnar Technology Development

to develop certain infrared online gas analyzer products that detect O2, CO, CO2, H2, Nox, SF6 and other gases for our digital

light meter and filtration business segment.

Manufacturing and Assembly

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contract manufacturer, Tianjin Guanglee.

Our subsidiary unit in the Canton province of mainland China, Focus

Universal (Shenzhen) Technology Co.

LTD, was founded in December 2021 as an office for manufacturing procurement expertise and support

research and development activities.

Our subsidiary unit in the Canton province of

mainland China, Focus Universal (Shenzhen) Technology Co.

LTD, was founded in December 2021 as an office for manufacturing procurement

expertise and support research and development activities.

Focus Universal (Shenzhen) Technology Co.

LTD is designed to function as a branch office accessing

high level ability to source products and build relationships with manufacturers in the region and as a lower cost form of support research

and development as engineers are more plentiful in the region.

In the future, this office could also handle other online marketing and

marketing production activities, provided a cost and quality benefit exists at the time.

This excludes any projects subject to approval

or that require a separate business license in accordance with the local laws.

China allows foreign entities to setup wholly owned limited

liability companies in China, also known as Wholly Foreign Owned Enterprises (WFOEs), in non “restricted” or “prohibited”

industries or business activities.

The subsidiary’s business operation has been approved by the local government in Shenzhen to

be qualified as a WFOE entity in China.

LTD is designed to function as a

branch office accessing high level ability to source products and build relationships with manufacturers in the region and as a lower

cost form of support research and development as engineers are more plentiful in the region.

In the future, this office could also handle

other online marketing and marketing production activities, provided a cost and quality benefit exists at the time.

This excludes any

projects subject to approval or that require a separate business license in accordance with the local laws.

China allows foreign entities

to setup wholly owned limited liability companies in China, also known as Wholly Foreign Owned Enterprises (WFOEs), in non “restricted”

or “prohibited” industries or business activities.

The subsidiary’s business operation has been approved by the local

government in Shenzhen to be qualified as a WFOE entity in China.

The entity is 100% owned by Focus Universal Inc.

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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;

Universal Controller, a probe module for connecting 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.

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Air Filtration Systems and Meter Products

The air filtration system and meter products

industry is a niche industry.

The global industrial air filtration market was valued at $11.6 billion in 2018 and analysts expect it

to register a CAGR of 6.7% from 2019 to 2025 because of the industrial need to control air quality across a range of industries.

Air purification methods are an effective way to control contaminants and improve indoor air quality and as a result, many national

and local governments overseeing indoor air quality and other emissions are enacting stricter workforce health and safety regulations

in this area, which drives demand.

One of our competitors, Donaldson Company, Inc., an air filtration company, announced in its SEC filings

that on October 18, 2018 it acquired BOFA International LTD (“BOFA”), headquartered in the United Kingdom, for $98.2 million

less cash acquired of $2.2 million.

BOFA manufactures systems across a wide range of air filtration applications.

The air filtration system and meter products industry

is a niche industry.

The global industrial air filtration market was valued at $23.83 billion by 2029 and analysts expect it to register

a CAGR of 7.2% because of the industrial need to control air quality across a range of industries.

[21] Air purification methods

are an effective way to control contaminants and improve indoor air quality and as a result, many national and local governments overseeing

indoor air quality and other emissions are enacting stricter workforce health and safety regulations in this area, which drives demand.

We are not trying to compete with traditional

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believe the resulting product may compete in a much wider product category due to its many potential applications.

View Research.

(2020, February).

Industrial Air Filtration Market Size, Share & Trends Analysis Report, by Product, by End Use (Cement,

Food, Metals, Power, Pharmaceutical, Agriculture, Paper & Pulp and Woodworking, Plastic), by Region and Segment Forecasts, 2020-2027.

Retrieved at:

https://www.grandviewresearch.com/industry-analysis/industrial-air-filtration-market.

Our Corporate History

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will further enhance smart IoT installations performed by AVX and powered by the Ubiquitor.

On October 21, 2015, Dr.

Jennifer Gu and Dr.

Lee were appointed as directors of the Company.

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

Desheng Wang, Dr.

On April 2, 2018, Duncan Lee was appointed as

the Chief Financial Officer of the Company.

On June 8, 2018, we announced the appointment

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

Sheri Lofgren, Sean Warren, Michael Pope, and Carine

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

On July 26, 2018, our Board of Directors approved

our submission of an application in compliance with The Nasdaq Stock Market LLC (“NASDAQ”) rules and regulations to list and

trade our Company’s securities on the Nasdaq Capital Market.

On November 28, 2018, Sean Warren resigned as

a member of the Board of Directors;

and Greg Butterfield was appointed in his place.

On December 1, 2018, Mr.

Warren became a part-time

consultant to the Company.

In late 2018, we purchased a manufacturing warehouse

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Since AVX is an installer of smart home products,

and since we anticipate that our Ubiquitor device is capable of enhancing smart home installations, we believe that this acquisition will

allow us to test new applications and the integration capabilities of our Ubiquitor device in smart homes.

On November 15, 2019, Dr.

Edward Lee resigned

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

and since we anticipate that our Ubiquitor device can enhance smart home installations, we believe that this acquisition will allow us

to test new applications and the integration capabilities of our Ubiquitor device in smart homes.

On August 31, 2021, the Company commenced trading

on the Nasdaq Capital Market under the symbol “FCUV.”

____________________

Fortune, The global air filters market is projected to grow from $14.68 billion in 2022 to $23.83 billion by 2029, exhibiting a CAGR

of 7.2% in forecast period, 2022-2029, https://www.fortunebusinessinsights.com/industry-reports/air-filters-market-101676, (last accessed

March 7, 2023)

On September 2, 2021, the Company announced the

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and offering expenses payable by us.

On November 10, 2021, the Company appointed Irving

Kau as Vice President of Finance and Head of Investor Relations.

On January 26, 2022, the Company announced approval

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The patent was granted 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 the spectral response curve of

a photo sensor.

The small and cost-effective multicolor sensor and its related software protected by the potential patent we believe could

achieve a spectral response that approximates an ideal photo response to measure optical measurement.

After our internal research and development efforts,

we filed with the USPTO on June 2, 2017, a patent application regarding a process for improving the spectral response curve of a photo

The small and cost-effective multicolor sensor and its related software protected by the potential patent we believe could achieve

a spectral response that approximates an ideal photo response to measure optical measurement.

The patent was issued on February 26, 2019.

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payment card security, infrared sensor, and a method and apparatus for high data rate transmission.

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

transferring the Company’s provisional patent applications to formal patent applications.

We continue to ultilize the services of the law

firm of Knobbe Martens, Olson & Bear, LLP based in Orange County, CA to serve as outside intellectual property counsel for the Company.

The firm is working on transferring the Company’s provisional patent applications to formal patent applications in addition to filing

new provisional patents.

In 2021, we filed 14 patents.

We filed 18 domestic patents in 2022 (plus two international patents in 2022),

and so far have filed 3 patents in 2023.

In addition, the Company’s patent number

11,488,468 was allowed and subsequently issued on November 1, 2022.

The patent, titled Sensor for Detecting the Proximity of an IEEE 802.11

Protocol Connectable Device.

Research and Development Activities

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Focus Universal (Shenzhen) Technology Co.

was founded as a mainland China office for not only manufacturing procurement expertise but also non-confidential support research and

development activities.

This wholly owned subsidiary is registered to be engaged in IoT research and development and IoT sales and service

amongst other related activities.

was founded as a mainland China office for manufacturing procurement expertise and non-confidential support research and development activities.

This wholly owned subsidiary is registered to be engaged in IoT research and development, IoT sales and service, and other related activities.

Compliance with Environmental Laws

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have been enacted, nor are we aware of any such laws being contemplated for the future, that impact issues specific to our business.

As of the date of this report we have 13 full-time

employees and 4 part-time employees.

As of the date of this report we have a total

of 32 employees, with 25 full-time employees and 7 part-time employees.

The Company’s Chief Executive Officer and Secretary is Dr.

Desheng Wang, and our Chief Financial

Officer is Duncan Lee.

Irving Kau serves as Vice President of Finance and Head of Investor Relations.

We have a head of marketing whose

efforts are focused on the controlled agricultural market segment.

We also have a CEO of our China subsidiary who leads the component

and product procurement unit within Asia.

We have three full-time senior electrical and computer engineers working on research and development

of our products.

Two full-time employees are working in the warehouse assembling electronics for Hydrofarm, orchestrating the development

and distribution of our sensor devices and filters, contacting vendors when receiving orders for Hydrofarm, and performing warehouse

logistics, product assembly, and other administrative tasks.

We also have a full-time accounting manager/controller.

Three employees

perform audio/visual home installations for our subsidiary AVX, with one employee serving as the supervisor and operational head.

Desheng Wang, and our Chief Financial Officer is Irving Kau.

We have a head of marketing whose efforts are focused on the controlled agricultural

market segment.

We have eleven full-time senior electrical and computer engineers working on the research and development of our products.

We have one full-time sales employee and three full-time employees are working on administrative tasks.

We also have a full-time accounting

manager/controller.

Four employees perform audio/visual home installations for our subsidiary AVX, with one employee serving as the supervisor

and operational head.

Legal Proceedings

On April 13, 2020, Ian Patterson resigned from

his position as Chief Operations Officer of AVX.

On or about April 13, 2020, Ian Patterson, the

Chief Operations Officer of AVX resigned from his position.

On May 5, 2020, Mr.

Patterson filed an action in the Superior Court for the County of

Los Angeles, State of California, against the Company et al.

We believe neither the Company nor Dr.

Wang has been served properly and

venue is improper.

The complaint alleges claims including wrongful termination, retaliation and various other provisions of the California

Labor Code, and various other claims under California state law.

The complaint seeks unspecified economic and non-economic losses, as

well as attorneys’ fees.

The Company is investigating and intends to vigorously defend itself in the foregoing matter.

We have completed

written discovery and non-expert discovery.

Trial is set for May 31, 2022.

AVX intends to vigorously contest this matter.

disputes that the other defendants are proper parties to the litigation.

However, litigation and investigations are inherently uncertain.

Accordingly, the Company cannot predict the outcome of this matter.

On April 13, 2020, AVX terminated an employee

from her position as Sales and Marketing Director.

Patterson filed an action in the Superior Court for the

County of Los Angeles, State of California, against the Company, et al.

The complaint alleges claims including discrimination, wrongful

termination, retaliation and various other provisions of the California Labor Code, and various other claims under California state law.

The complaint seeks unspecified economic and non-economic losses, as well as attorneys’ fees.

In response to the Complaint, defendants

filed a motion to compel arbitration asking the court to order Plaintiff to submit his claims to binding individual arbitration based

on an arbitration agreement signed by Plaintiff at the outset of his employment.

The motion was unfortunately denied, and in response,

defendants filed an appeal.

The appeal was also denied.

Trial for this matter is not set, nor has discovery been conducted.

to vigorously contest this matter.

Further, AVX disputes that the other defendants are proper parties to the litigation.

However, litigation

and investigations are inherently uncertain, but the outcome could have a material impact on the Company.

On or about April 14, 2020, Devesa Sarria, the

Sales and Marketing Director, was terminated.

On May 13, 2020, she filed an action in the Superior Court for the County of Los Angeles,

State of California.

The Complaint alleges claims including wrongful termination, retaliation and various other provisions of the California

Labor Code, and various other claims under California state law.

The complaint seeks unspecified economic and non-economic losses, as

well as attorneys’ fees.

The Company is investigating and intends to vigorously defend itself in the foregoing matters.

to the Complaint, defendants filed a motion to compel arbitration asking the court to order Plaintiff to submit her claims to binding

individual arbitration based on an arbitration agreement signed by Plaintiff at the outset of her employment.

The motion was unfortunately

denied, and in response, defendants filed an appeal which is currently pending.

The appeal is anticipated to take the majority of 2022

before it is resolved.

The Complaint alleges claims including discrimination, wrongful termination, retaliation and various other provisions

of the California Labor Code, and various other claims under California state law.

The complaint seeks unspecified economic and non-economic

losses, as well as attorneys’ fees.

We have completed written discovery and most of the non-expert discovery.

Trial is set for October

AVX intends to vigorously contest this matter.

Further, AVX disputes that the other defendants are proper parties

to the litigation.

However, litigation and investigations are inherently uncertain, but the outcome could have a material impact on the

Further, AVX disputes that the other defendants are proper parties to the litigation.

However, litigation and investigations are inherently uncertain, but the outcome could have a material impact on the Company.

On January 19, 2023, the company filed an action in

the Superior Court of California, County of San Bernardino against Jacqueline Li.

AVX Design and Integration pre-paid for equipment toward

a joint project with her father Jeffrey Li.

Payment was made to Jaqueline’s father’s company Sing Young Music, while no goods

or services were ever received.

Upon death, Jacqueline Li distributed assets from the business Sing Young Music without consideration

toward the business entity or any formation of an estate for Jeffrey Li.

We attended the trial on March 17, 2023 to represent our side

of the case and are awaiting judgement from the court.

Reports to Securities Holders

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business