What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2024-04-01 compared with 2023-03-31 · 212 added, 134 removed, 284 unchanged (55% of the section changed)

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programming language (“NIPL”).

Our main sources of revenue are derived from our sales

of sensor devices and our wholesaling 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

distributor, Hydrofarm, who resells our products directly to consumers through its established retail distribution channels and,

in some cases, places its own branding on our products.

For the year ended December 31, 2021, our primary source of revenue was from sales

of these agricultural sensors and measurement equipment sold through Hydrofarm.

Hydrofarm was not our primary source of revenue for the

year ended December 31, 2022.

For a greater description of our technologies,

our business segments and the products we are currently selling, see “Part I – Item 1.

main sources of revenue are derived from our sales of sensor devices and our wholesaling 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

its established retail distribution channels and, in some cases, places its own branding on our products.

For the year ended December

31, 2021, our primary source of revenue was from sales of these agricultural sensors and measurement equipment sold through Hydrofarm.

Hydrofarm was not our primary source of revenue for the year ended December 31, 2023.

While currently, we do not believe that inflation

will play a large role and have a large affect on our current business, as our business grows, inflation may play a larger role as our

need to procure supplies increases and our borrowing requirements increase as well.

As we begin to diversify away from both one single

sector and one single large customer, we also believe that market volatility in any single sector is also diminished significantly.

believe this should have a stabilizing affect on revenues.

However, as our new products begin to reach maturation and completion in development,

we do believe supply chain risk as our company needs for consistently procuring reliable inputs increases.

We also believe this may hold

the largest risk factor for cash flow as production increases.

For a greater description of our technologies, our business segments and

the products we are currently selling, see “Part I – Item 1.

Business” above.

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).

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

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

limitations present in traditional instrumentation systems.

The result of such integration is a smaller, cheaper, and faster circuit

system design than those currently offered in the instrumentation market.

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).

The USIP has an open

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

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

traditional instrumentation systems.

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

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(“TDS”) sensor and carbon dioxide sensor.

We believe the combination of the Ubiquitor with these sensors would offer the

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

We believe the combination of the Ubiquitor with these sensors would offer the same

features as a combination of dozens or even hundreds of different standalone instruments in the gardening industry.

The Ubiquitor-powered

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

On December 23, 2021, Focus Universal (Shenzhen) Technology

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

On December 23, 2021, Focus Universal (Shenzhen)

Technology Co.

LTD was founded as a mainland China office for manufacturing procurement expertise and support research and development

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.

This last quarter of 2022, this office has continued to grow to double digit headcount and has also begun

to handle other online and simple phone marketing and marketing materials production activities, provided a cost and quality benefit exists

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.

This last quarter of 2022, this office has continued to grow to double digit headcount and has also

begun to handle other online and simple phone marketing and marketing materials production activities, provided a cost and quality benefit

exists at the time.

Research and Development Efforts of 5G Cellular

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IoT Installation Industry

There are several companies that compete with AVX

in smart home installations, including Vivint Smart Home, Crestron and Control4.

However, we believe we can distinguish ourselves from

our competitors by offering a substantially lower price.

There are several companies that compete with

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

However, we believe we can distinguish ourselves

from our competitors by offering a substantially lower price.

An installation by Crestron ranges between $20,000 and $100,000 and by Control4

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which our smart home product line would include.

Air Filtration Systems and Meter Products Industry

Air Filtration Systems and Meter Products

The air filtration system and meter products industry

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a CAGR of 7.2% 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.

[22] 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.

___________________

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)

[22] 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)

Market Potential

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and difficult to develop for medium or smaller companies and carries 75% failure rate according to Cisco Systems [23] .

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.

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

4 unchanged sentences

More specifically, the IoT sensors market is projected to reach $26 Billion by 2026 from $11.1 Billion in 2022 [25] .

marketplace size assessments usually include the hardware components and the software components which often contain a Software as a

Service (SaaS) model.

Additionally, the rising need for reliable high bandwidth communication for IoT devices is expected to rise to

$664.75 Billion in 2028, spearheaded by the currently predominant services in the 5G category 25 .

We would also expect this

market to grow with the addition of new categories of services delivering reliable high bandwidth communication for IoT devices and would

cannibalize and expand the existing services where the new services proved to be more effective and efficient.

also expect our recent growth within our IoT Installation Services segment to bolster and complement our AVX Design and Integration and

all other related installation businesses of these IoT products.

The number of new contracts we have signed thus far in a limited amount

of time through the segment is 9 with an average value of $52,257.44 and a total collection value of $470,317 in signed contracts to

date, of which we have already collected $233,515.89.

Additionally, thus far, we have an aggregate $615,797 in contracts agreed

in principle, of which we expect to be signed and deposits paid.

This is compared to our highest AVX revenue for calendar year of $817,233

in 2019, $705,877 for 2020, $252,958 for 2021, and $260,871 for 2022 for the entire calendar year.

While statistics regarding the IoT

installation sectors are difficult to aggregate given that the work is often are pieced off into various contractor service categories,

the residential custom installation market ranges from $5.7B to $12.1B 27 ,

The IoT marketplace

size assessments usually include the hardware components and the software components which often contain a Software as a Service (SaaS)

Additionally, the rising need for reliable high bandwidth communication for IoT devices is expected to rise to $664.75 Billion

in 2028, spearheaded by the currently predominant services in the 5G category [26] .

We would also expect this market to grow with

the addition of new categories of services delivering reliable high bandwidth communication for IoT devices and would cannibalize and

expand the existing services where the new services proved to be more effective and efficient.

We also expect our recent

growth within our IoT Installation Services segment to bolster and complement our AVX Design and Integration and all other related installation

businesses of these IoT products.

While statistics regarding the IoT installation sectors are difficult to aggregate given that the work

is often are pieced off into various contractor service categories, the residential custom installation market ranges from $5.7B to $12.1B [27] ,

and we would expect the commercial and industrial installation markets to be larger than the residential for IoT devices.

Financial Reporting

We have launched a beta

version of our new SEC financial reporting automation software and are testing this new software product so that we can obtain marketing

data and feedback to our development team.

___________________

22 Cisco Systems, Connected

Futures, Executive Business Insights, May 2017, The Journey to IOT Value, Challenges, Breakthroughs, and Best Practices, https://www.slideshare.net/CiscoBusinessInsights/journey-to-iot-value-76163389,

[23] Cisco Systems, Connected Futures, Executive Business Insights,

May 2017, The Journey to IOT Value, Challenges, Breakthroughs, and Best Practices, https://www.slideshare.net/CiscoBusinessInsights/journey-to-iot-value-76163389,

https://newsroom.cisco.com/c/r/newsroom/en/us/a/y2017/m05/cisco-survey-reveals-close-to-three-fourths-of-iot-projects-are-failing.html

23 IoT Analytics, Market Insights for the Internet of Things,

February 7, 2023, Global IoT market size to grow 19% in 2023—IoT shows resilience despite economic downturn, https://iot-analytics.com/iot-market-size/

24 Markets and Markets, IoT Sensors Market by Sensor Type,

Network Technology, Vertical, Application, and Geography – Global Forecast -2026, https://www.marketsandmarkets.com/Market-Reports/sensors-iot-market-26520972.html

25 Cision PRNewswire, Research and Markets, Global $664.75

Billion 5G Services Markets to 2028:

Rising Need for High Bandwidth to Provide Reliable Communication to IoT Devices is Expected to Boost

Overall Market Growth, https://www.prnewswire.com/news-releases/global-664-75-billion-5g-services-markets-to-2028-rising-need-for-high-bandwidth-to-provide-

reliable-communication-to-iot-devices-is-expected-to-boost-overall-market-growth-301432173.html

[24] IoT Analytics, Market Insights for the Internet of Things, February

7, 2023, Global IoT market size to grow 19% in 2023—IoT shows resilience despite economic downturn, https://iot-analytics.com/iot-market-size/

[25] Markets and Markets, IoT Sensors Market by Sensor Type, Network

Technology, Vertical, Application, and Geography – Global Forecast -2026, https://www.marketsandmarkets.com/Market-Reports/sensors-iot-market-26520972.html

[26] Cision PRNewswire, Research and Markets, Global $664.75 Billion 5G Services Markets to 2028:

Rising Need for High Bandwidth to Provide Reliable Communication to IoT Devices is Expected to Boost Overall Market Growth, https://www.prnewswire.com/news-releases/global-664-75-billion-5g-services-markets-to-2028-rising-need-for-high-bandwidth-to-provide-reliable-

communication-to-iot-devices-is-expected-to-boost-overall-market-growth-301432173.html

How Big is the Custom Installation Market?, February 5,

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December 31, 2022

Revenue in operating segments is primarily generated

from IoT product and IoT project construction and installation services.

The following tables summarize revenue from each segment.

Year Ended December 31, 2023

IoT Installation Services

Revenue - related party

Total revenue

Year Ended December 31, 2022

IoT Installation Services

Revenue - related party

Total revenue

Revenue, cost of revenue and gross profit

For the year ended December 31, 2023

For the year ended December 31, 2022

Revenue – related party

Total Revenue

Cost of revenue

Our consolidated gross revenue for the years ended

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respectively.

Revenue for the year ended December 31, 2022 decreased $1,080,827 due to AVX Design & Integration Inc.

to generate more service work or develop a big project during the pandemic.

As mentioned, the company is midstream in shifting toward

more higher technology products and revenues and diversifying away from generalized hydroponic equipment.

Cost of revenue and Gross Profit

Revenue for the year ended December 31, 2023 increased $698,579 due to a sales increase from our acquisition of AT Tech

Systems and sales increase in AVX sales due to ramping up marketing efforts.

This increase of revenue was mainly a result of the increase

of IoT Installation Services being bolstered by additional resources such as increased headcount.

Cost of revenue for the year ended December 31, 2023

was $958,413, compared to $330,899 for the year ended December 31, 2022.

This decrease in cost of revenue was related to the decrease

In addition to the decrease in revenue, gross profit decreased to $22,720 for the year ended December 31, 2022

compared to $297,159 for the year ended December 31, 2021.

While the overall cost of revenue increased, as a percent of

revenue, costs went down because of higher margin contracts for IoT Installation Services being signed.

In addition to the increase in

revenue, gross profit increased to $93,785 for the year ended December 31, 2023, compared to $22,720 for the year ended December 31, 2022.

Operating Expenses

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General and administrative

Total costs and operating expenses

Total operating expenses

Selling expense for the year ended December 31,

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Selling expense incurred was mainly from third party advertising

The increase of selling expense was due to an increase in advertising fees.

The decrease of selling expense was due to a decrease in advertising fees and trade show expenses.

Compensation – officers and directors were $1,082,775

and $1,055,133 for the years ended December 31, 2023 and 2022, respectively.

The increase was due to increase in directors’

stock-based compensation - options.

The increase was due to increase in directors’ stock-based

compensation - options.

Research and development costs were $1,386,810

and $1,060,385 for the years ended December 31, 2023 and 2022, respectively.

The increase was due to an increase number of employee in research

and development department.

Professional fees were $896,385 during the year

ended December 31, 2022 compared to $1,030,159 during the year ended December 31, 2021.

The decrease in professional fees mainly resulted

from the Nasdaq uplist in 2021 compared to the current period.

General and administrative expenses of $2,074,091

incurred during the year ended December 31, 2022 primarily consisted of salaries of $739,943, insurance expense of $406,612, rent of $209,738,

office expense of $188,464, payroll taxes of $136,614 and depreciation expense of $165,293.

General and administrative expenses of $1,362,126

incurred during the year ended December 31, 2021 primarily consisted of salaries of $487,073, insurance expense of $359,372 and depreciation

expense of $162,160.

The increase was mainly due to increased expense in China entity.

The increase was due to an increase in total number of research

and development employee headcount in the Ontario, California headquarters and the Shenzhen, China subsidiary.

Professional fees were $705,234 during the year ended

December 31, 2023 compared to $896,385 during the year ended December 31, 2022.

The decrease in these professional fees compared to the

prior period was due to a decrease in new transaction-based legal paperwork for the Company (as much of this paperwork was completed earlier)

and a decrease in employment litigation legal fees.

General and administrative expenses for the year

ended December 31, 2023 was $1,740,779, compared to $2,074,091 for the year ended December 31, 2022.

The relating decrease was due to

the following reasons:

a) Decreased number of general and administrative

employees in our headquarters due to outsourcing of work to third parties;

b) Relocated Focus Shenzhen office to lower lease

c) Obtained better insurance deal from another

insurance company.

Other Income (expense)

Other income of $244,665 incurred during the year

ended December 31, 2022, primarily consisted of interest income of $3,887, forgiveness of debt of $158,547, unrealized loss on marketable

equity securities of $42,395, realized loss on marketable equity securities of $21,205, rental income of $166,288 and other income of

Other expense of $204,390 incurred during the year ended December 31, 2021, primarily consisted of interest expense of $37,608,

forgiveness of debt of $371,118, change in fair value of warrant liability of $1,284,780, gain on settlement of derivative liability of

$550,406, rental income of $186,212 and other income of $10,262.

ended December 31, 2023, primarily consisted of interest income of $38,339, interest expense – related party of $38,333, unrealized

gain on marketable equity securities of $8,033, realized loss on marketable equity securities of $2,002, rental income of $160,910 and

other income of $77,718.

Other income of $278,709 incurred during the year ended December 31, 2022, primarily consisted of interest income

of $3,887, forgiveness of debt of $158,547, unrealized loss on marketable equity securities of $42,395, realized loss on marketable equity

securities of $21,205, rental income of $166,288 and other income of $13,587.

During the years ended December 31, 2023, and 2022,

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Net cash used in operating activities

$ (2,957,983 )

$ (1,969,445 )

Net cash used in investing activities

Net cash provided by (used in) financing activities

Net cash provided by (used in) investing activities

Net cash used in financing activities

Effect of exchange rate

Net change in cash

$ (4,335,239 )

Cash Flows from Operating Activities

Our net cash outflows from operating activities

of $2,957,983 for the year ended December 31, 2022, was primarily the result of our net loss of $4,926,937 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 $37,335, increase in accounts receivable – related party of $19,331, increase in inventory of $53,684,

decrease in other receivable of $13,057, decrease in prepaid expenses of $158,474, decrease in deposits of $4,035, decrease in operating

lease right-of-use asset of $139,754, decrease in accounts payable and accrued liabilities of $21,722, decrease in other current liabilities

of $17,135, decrease in customer deposit of $271, decrease in lease liabilities of $117,245, and increase in other liabilities of $12,335.

Non-cash expense included add-backs of $136,337 in bad debt expense, $166,266 in depreciation expense, $42,395 in unrealized loss on marketable

equity securities, $21,205 in realized loss on marketable equity securities, $719,975 in stock-based compensation – shares, $849,043

in stock-based compensation - options, reduction in inventory fair value net realizable of $27,199.

Our net cash outflows from operating activities of

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The change in operating assets and liabilities includes an increase in accounts

receivable of $28,875, increase in accounts receivable – related party of $15,176, decrease in inventory of $21,229, increase in

other receivable of $13,057, increase in prepaid expenses of $210,017, decrease in deposits of $66,767, increase in operating lease right-of-use

asset of $333,140, increase in accounts payable and accrued liabilities of $94,484, decrease in accounts payable – related party

of $17,471, increase in other current liabilities of $17,299, decrease in customer deposit of $57,106, increase in lease liabilities of

$328,846, and decrease in other liabilities of $17,135.

Non-cash expense included add-backs of $42,116 in bad debt expense, $162,160 in

depreciation expense, $1,284,780 in change in fair value of warrant liability, $48,000 in stock-based compensation, $429,856 in stock

option compensation, reduction in inventory reserve of $1,622, and gain on settlement of derivative liability of $550,406.

receivable of $112,716, decrease in accounts receivable – related party of $34,507, increase in inventory of $178,299, increase

in other receivable of $20,519, decrease in prepaid expenses of $45,602, decrease in deposits of $8,336, decrease in operating lease right-of-use

asset of $325,329, increase in accounts payable and accrued liabilities of $215,531, increase in other current liabilities of $78,455,

and decrease in lease liabilities of $342,732.

Non-cash expense included add-backs of $26,631in bad debt expense, $167,983 in depreciation

expense, $8,033 in unrealized gain on marketable equity securities, $2,002 in realized loss on marketable equity securities, $431,813

in stock-based compensation – shares, and $515,490 in stock-based compensation – options.

Our net cash outflows from operating activities of

$2,957,983 for the year ended December 31, 2022, was primarily the result of our net loss of $4,926,937 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 $37,335, increase in accounts receivable – related party of $19,331, increase in inventory of $53,684, decrease in

other receivable of $13,057, decrease in prepaid expenses of $158,474, decrease in deposits of $4,035, decrease in operating lease right-of-use

asset of $139,754, decrease in accounts payable and accrued liabilities of $21,722, decrease in other current liabilities of $17,135,

decrease in lease liabilities of $117,245, and increase in other liabilities of $12,064.

Non-cash expense included add-backs of $136,337

in bad debt expense, $166,266 in depreciation expense, $42,395 in unrealized loss on marketable equity securities, $21,205 in realized

loss on marketable equity securities, $719,975 in stock-based compensation – shares, $849,043 in stock-based compensation - options,

and reduction in inventory fair value net realizable of $27,199.

We expect that cash flows from operating activities

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For the year ended December 31, 2023, we had cash

outflow from investing activities of $211,257.

inflow from investing activities of $54,146.

That was primarily the result from the purchase of property and equipment of $20,620, purchase

1 unchanged sentence

For the year ended December 31, 2022,

we had cash outflow from investing activities of $22,990 from the purchase of property and equipment.

we had cash outflow from investing activities of $211,257.

That was primarily the result from the purchase of property and equipment of

$42,187, purchase of marketable securities of $768,949 and proceeds from sales of marketable securities of $599,879.

Cash Flows from Financing Activities

1 unchanged sentence

from financing activities of $434,048.

That was primarily the result from purchase of treasury stock of $1,000,000, and

forgiveness of debt of $158,547.

For the year ended December 31, 2021, cash inflows of $10,087,818 were due to proceeds of SBA loans of

$267,297, repayment of SBA loans of $246,650, proceeds from bank loan of $1,500,000, repayment of the bank loan of $1,500,000, proceeds

from issuance of shares of $10,326,131, and forgiveness of debt of $258,960.

That was primarily the result from related party loan of $1,000,000, and purchases of treasury

stock of $1,434,048.

For the year ended December 31, 2022, cash outflows from financing activities of $1,158,547.

That was primarily the

result from purchase of treasury stock of $1,000,000 and forgiveness of debt of $158,547.

Going Concern

The Company has assessed its ability to continue as

a going concern for a period of one year from the date of the issuance of these unconsolidated financial statements.

The Company has a

net loss of $4,718,142 and $4,926,937 for the years ended December 31, 2023 and 2022, respectively.

In addition, the Company had an accumulated

deficit of $22,582,170 and $17,864,028 as of December 31, 2023 and 2022, respectively, and negative cash flow from operating activities

of $3,528,762 and $2,957,983 for the years ended December 31, 2023 and 2022, respectively.

Substantial doubt about the Company’s

ability to continue as a going concern exists when relevant conditions and events, considered in the aggregate, indicate that it is probable

that the Company will be unable to meet its obligations as they become due within one year from the financial statement issuance date.

The accompanying consolidated financial statements have been prepared in conformity with U.S.

GAAP, which contemplate continuation of

the Company as a going concern.

The Company currently suffered recurring loss from operations, generated negative cash flow from operating

activities, has an accumulated deficit and has not completed its efforts to establish a stabilized source of revenues sufficient to cover

operating costs over an extended period of time.

These conditions raise substantial doubt as to its ability to continue as a going concern.

These consolidated financial statements do not include adjustments relating to the recoverability and classification of reported asset

amounts or the amount and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

At December 31, 2023, the Company had cash and cash

equivalents, and short-term investments, in the amount of $464,989.

The ability to continue as a going concern is dependent on the Company

attaining and maintaining profitable operations in the future and raising additional capital to meet its obligations and repay its liabilities

arising from normal business operations when they come due.

Since inception, the Company has funded its operations primarily through equity

and debt financings, and it expects to continue to rely on these sources of capital in the future.

In addition, subsequent to year end,

the Company has entered into an agreement to sell its Land and Buildings which upon completion, will provide additional working capital

to the Company.

No assurance can be given that the sale of the land and building will occur, or any future financing will be available

or, if available, that it will be on terms that are satisfactory to the Company.

Even if the Company is able to obtain additional financing,

it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders,

in case of equity financing, or grant unfavorable terms in future licensing agreements.

Related Party Loan

On August 3, 2023, the Company submitted a written consent, and the Board

approved a loan amount between $1 million and $5 million.

On September 7, 2023, the Company entered into a loan agreement with Golden

Sunrise Investment LLC in the amount of $1,000,000.

This loan is secured against the Company’s property, which serves as collateral,

with a net book value of $4.5 million pledged.

At the time of entering the loan agreement, Golden Sunrise Investment LLC was owned by

two of the Company’s shareholders who collectively owned approximately 19% of the Company’s outstanding shares.

an annual interest rate of 12% and the principal amount has a due date of September 7, 2024.

The interest expense amount was $38,333 for

the year ended December 31, 2023.

There was no accrued interest as of December 31, 2023, and the total principal outstanding loan amount

was $1,000,000 as of December 31, 2023.

As a note, the interest rate increases to 15% as of the due date of loan on any unpaid principal

balance outstanding.

Off-Balance Sheet Arrangements

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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 7. Management’s Discussion and Analysis