What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-04-01 compared with 2023-03-31 · 117 added, 136 removed, 511 unchanged (33% of the section changed)

56 unchanged sentences

Specifically:

We have hired our Vice

President of Finance.

We have also hired additional outside consultants, and we will hire qualified personnel in our accounting

department, especially to add an experienced accountant in a controller capacity.

We will continue to evaluate the structure of the

finance organization and add resources as needed;

We have hired our Vice President of Finance.

We have also hired additional outside consultants, and we will hire qualified personnel in our accounting department, especially to add an experienced accountant in a controller capacity.

We will continue to evaluate the structure of the finance organization and add resources as needed;

We are engaging an external accounting firm to supplement our efforts to the implementation of the COSO Framework for internal controls;

20 unchanged sentences

OTHER INFORMATION

During the quarter ended December 31, 2023, no

director or officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is

defined in Item 408(a) of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT

10 unchanged sentences

Michael Pope****

Sheri Lofgren****

Carine Clark****

38 unchanged sentences

Lee is also serving as the Vice Chairperson of the American Chinese CEO Association.

Lee is married to Jennifer Gu, a current director of Focus Universal.

Lee is married to Jennifer Gu, a former director of Focus Universal.

Irving Kau was appointed as Chief Financial Officer

15 unchanged sentences

Rice University and pursued a PhD degree in Business Strategy (economics) at USC.

Jennifer Gu was appointed as a director on

October 21, 2015.

Gu earned her bachelor’s degree in Biology from University of Florida in 1990 and earned her Ph.D.

in Experimental

Pathology at University of California, Los Angeles in 1997.

She also completed post-doctoral research at the California Institute of Technology

Since 2005, Dr.

Gu served, and is still currently serving, as the Vice President of Research & Development at AIDP.

is married to Edward Lee, the current Chairman of the Board of Directors of Focus Universal.

Michael Pope was appointed as a director of the

20 unchanged sentences

in accounting from Brigham Young University.

Sheri Lofgren

Sheri Lofgren was appointed as an independent

director of the Company on June 8, 2018.

Lofgren has served as a financial consultant since March 2018.

She served as Chief Financial

Officer for Boxlight Corporation (Nasdaq:

BOXL), a global education technology provider, from September 2014 to March 2018.

She was Chief

Financial Officer at Logical Choice Technologies, Inc., a distributor of interactive technologies to the education market, from 2005 to

Lofgren is a Certified Public Accountant with extensive experience in financial accounting and management, operational improvement,

budgeting and cost control, cash management and treasury, along with broad audit experience, internal control knowledge and internal and

external reporting.

She started her career with KPMG and then joined Tarica and Whittemore, an Atlanta based CPA firm, as an audit manager.

Lofgren is a graduate of Georgia State University where she earned a B.A.

in Business Administration – Accounting.

Sean Warren is a seasoned executive with over

33 unchanged sentences

Our Chairperson of the Board of Directors is Dr.

Edward Lee, Dr.

Desheng Wang and Dr.

Jennifer Gu are the three

members of our Board of Directors who are not independent directors.

Michael Pope, Sheri Lofgren, Sean Warren, and Carine Clark are four

members of our Board of Directors who are independent directors.

Edward Lee and Dr.

Desheng Wang are the two members of our Board

of Directors who are not independent directors.

Michael Pope, Sean Warren, and Carine Clark are the three members of our Board of Directors

who are independent directors.

Director Attendance at Meetings

34 unchanged sentences

The current members of the Audit Committee are

directors Ms.

Sheri Lofgren, the Chairperson of the Audit Committee, Mr.

Michael Pope and Mr.

directors Michael Pope, the Chairperson of the Audit Committee, Ms.

Carine Clark, and Mr.

Sean Warren, all of whom have been determined

1 unchanged sentence

The Board of Directors has determined that Mr.

Sheri Lofgren qualifies as an “audit committee financial expert”

under the rules adopted by the SEC and the Sarbanes-Oxley Act.

Michael Pope qualifies as an “audit committee financial expert” under

the rules adopted by the SEC and the Sarbanes-Oxley Act.

The Audit Committee met four times during 2023.

22 unchanged sentences

Sean Warren, and Mr.

Sheri Lofgren.

Michael Pope.

Carine Clark is the Chairperson of the Compensation Committee.

100 unchanged sentences

each member of our Board, other than Dr.

Edward Lee, Dr.

Desheng Wang, and Dr.

Jennifer Gu, is an independent director;

and all standing

committees of our Board of Directors are composed entirely of independent directors, in each case under NASDAQ’s independence definition

applicable to boards of directors.

For a director to be considered independent, our Board of Directors must determine that the director

has no relationship which, in the opinion of our Board, would interfere with the exercise of independent judgment in carrying out the

responsibilities of a director.

Members of the Audit Committee also must satisfy a separate SEC independence requirement, which provides

that they may not accept directly or indirectly any consulting, advisory or other compensatory fee from us or any of our subsidiaries

other than their directors’ compensation.

In addition, under SEC rules, an Audit Committee member who is an affiliate of the issuer

(other than through service as a director) cannot be deemed to be independent.

In determining the independence of members of the Compensation

Committee, NASDAQ listing standards require our Board of Directors to consider certain factors, including, but not limited to:

source of compensation of the director, including any consulting, advisory or other compensatory fee paid by us to the director, and (2)

whether the director is affiliated with us, one of our subsidiaries or an affiliate of one of our subsidiaries.

Under our Compensation

Committee Charter, members of the Compensation Committee also must qualify as “outside directors” for purposes of Section

162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), and as “non-employee directors” for purposes

of Rule 16b-3 under the Exchange Act.

The independent members of the Board of Directors are Michael Pope, Sheri Lofgren, Greg Butterfield,

and Carine Clark.

Edward Lee and Dr.

Desheng Wang, are an independent director;

and all standing committees of

our Board of Directors are composed entirely of independent directors, in each case under NASDAQ’s independence definition applicable

to boards of directors.

For a director to be considered independent, our Board of Directors must determine that the director has no relationship

which, in the opinion of our Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of

Members of the Audit Committee also must satisfy a separate SEC independence requirement, which provides that they may not

accept directly or indirectly any consulting, advisory or other compensatory fee from us or any of our subsidiaries other than their directors’

compensation.

In addition, under SEC rules, an Audit Committee member who is an affiliate of the issuer (other than through service as

a director) cannot be deemed to be independent.

In determining the independence of members of the Compensation Committee, NASDAQ listing

standards require our Board of Directors to consider certain factors, including, but not limited to:

(1) the source of compensation of

the director, including any consulting, advisory or other compensatory fee paid by us to the director, and (2) whether the director is

affiliated with us, one of our subsidiaries or an affiliate of one of our subsidiaries.

Under our Compensation Committee Charter, members

of the Compensation Committee also must qualify as “outside directors” for purposes of Section 162(m) of the Internal Revenue

Code of 1986, as amended (the “Code”), and as “non-employee directors” for purposes of Rule 16b-3 under the Exchange

The independent members of the Board of Directors are Michael Pope, Sean Warren, and Carine Clark.

EXECUTIVE COMPENSATION

6 unchanged sentences

Option Awards

Non-Equity Incentive

Plan Compensation

Change in Pension

Value & Non-qualified Deferred Compensation Earnings

Non-Equity Incentive Plan

Change in Pension Value &

Non-qualified Deferred Compensation Earnings

CEO, Secretary and Director

26 unchanged sentences

or employment agreements.

As of the date of this annual report, all directors

have been issued 15,000 options per person pursuant to our 2018 Stock Option Plan and such options will vest over a period of one year.

In 2021, all independent directors were paid $20,000 cash, except for Sheri Lofgren, who received $25,000 for serving as the chair of

the audit committee.

In 2022, all independent directors were paid $30,000 cash, except for Sheri Lofgren, Gregory Butterfield, and Sean

Sheri Lofgren received $32,500 for serving as the chair of the audit committee.

Gregory Butterfield and Sean Warren received $10,000

and $15,699, respectively, for serving independent board director.

As of the date of this annual report, all directors have been issued 22,500

options per person pursuant to our 2018 Stock Option Plan and such options will vest over a period of one year.

In 2022, all independent

directors were paid $30,000 cash, except for Sheri Lofgren, Gregory Butterfield, and Sean Warren.

Sheri Lofgren received $32,500 for serving

as the chair of the audit committee.

Gregory Butterfield and Sean Warren received $10,000 and $15,699, respectively, for serving independent

board director.

Additionally, a company affiliated with Mr.

Pope received $120,000

for advisory services in 2021, which included $72,000 in cash and $48,000 in stock and $20,000 for advisory services in 2022, which included

Pope received $20,000 for advisory services in 2022, which included $12,000

in cash and $8,000 in stock.

In 2023, all independent directors were paid $40,000 cash, except for Sheri Lofgren.

Sheri Lofgren received

$20,000 in 2023 for serving independent board director.

Option Exercises and Stock Vested

10 unchanged sentences

that were outstanding as of December 31, 2023.

Option Awards

Incentive Plan

1 unchanged sentence

Incentive Plan

Shares, Units

Payout Value of

Shares, Units or

That Have Not

1 unchanged sentence

Edward Lee - Chairman

August 6, 2029

December 10, 2030

December 30, 2031

December 30, 2032

Desheng Wang - CEO, Secretary

August 6, 2029

December 10, 2030

December 30, 2031

December 30, 2032

Irving Kau - CFO

August 6, 2029

December 10, 2030

December 30, 2031

December 30, 2032

December 30, 2031

December 30, 2032

August 6, 2029

December 10, 2030

December 30, 2031

December 30, 2032

Sheri Lofgren

Greg Butterfield

December 30, 2031

December 30, 2032

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

12 unchanged sentences

Desheng Wang, CEO, and Director

Edward Lee, Chairman and Director jointly with Jennifer Gu, Director

Sheri Lofgren

Edward Lee, Chairman and Director jointly with Jennifer Gu, Former Director

(1) Applicable percentage of ownership is based

9 unchanged sentences

Our common stock is our only issued and outstanding class of securities eligible to vote.

As of December 31, 2022, there were 25,585,646

shares of common stock outstanding owned by our officers and directors.

As of December 31, 2023, there were 29,478,696 shares

of common stock outstanding owned by our officers and directors.

CERTAIN RELATIONSHIPS AND RELATED

6 unchanged sentences

Revenue generated from Vitashower Corp., a company

owned by the Chief Executive Officer’s wife, amounted to $41,536 and $29,084 for the year ended December 31, 2022 and 2021, respectively.

Account receivable balance due from Vitashower Corp.

owned by the Chief Executive Officer’s wife, amounted to $0 and $41,536 for the years ended December 31, 2023 and 2022, respectively.

The accounts receivable balance due from Vitashower Corp.

amounted to $0 and $34,507 as of December 31, 2023 and 2022, respectively.

Service revenue generated from the installation of

home security equipment by AVX for one of the Company’s directors, amounted to $8,246 and $0 for the year ended December 31, 2022

and 2021, respectively.

Compensation for services provided by the President

and Chief Executive Officer for the year ended December 31, 2022 and 2021 amounted to $141,020 and $124,615, respectively.

Of subsequent

note, Tianjin Guanglee was once owned by the Chief Executive Officer Desheng Wang, as fully disclosed in the annual report in 2017.

then, during 2018, the entity was transferred to another individual and was not considered a related party transaction per guidelines.

home security equipment by AT Tech and AVX for one of the Company’s directors, amounted to $65,543 and $8,246 for the year ended

December 31, 2023 and 2022, respectively.

Director Independence

6 unchanged sentences

PRINCIPAL ACCOUNTING FEES AND SERVICES

During the year ended March 31, 2015, 2014, and the

period from December 4, 2012 (Inception) to March 31, 2013, we engaged Cutler & Co, LLC, as our independent auditor.

On October 20,

2015, we changed our independent auditor to DYH & Company.

On April 16, 2017, we changed our independent auditor to BF Borgers CPA

PC (the “Former Auditor”).

On January 19, 2023, the Company notified the Former

Auditor that the Company is dismissing it as the independent registered public accounting firm of the Company due to partner and personnel

movement from the Former Auditor to the Company’s New Auditor.

On the same day, the Company engaged Reliant CPA PC (the “New

Auditor”) as its independent PCAOB registered public accounting firm for the Company’s fiscal year ended December 31, 2022.

For the years ended December 31, 2022 and 2021, we

incurred fees as discussed below:

On January 19, 2023, we changed our independent

auditor to Reliant CPA PC (the “Former Auditor”).

On January 12, 2024, the Company notified the Former Auditor that the Company

is dismissing it as the independent registered public accounting firm of the Company.

On January 5, 2024, the Company engaged Weinberg

& Company, P.A.

(the “New Auditor”) as its independent PCAOB registered public accounting firm for the Company’s

fiscal year ended December 31, 2023.

The recommendation to engage the New Auditor as the Company’s independent registered public

accounting firm was approved by the Company’s Audit Committee and the Company’s Board of Directors as it being in the best

interests of the Company.

For the years ended December 31, 2023 and 2022,

we incurred fees as discussed below:

Audit – related fees

8 unchanged sentences

EXHIBIT NUMBER

Articles of Incorporation , as filed with the SEC on

December 26, 2013.

Articles of Incorporation , as filed with the SEC on December 26, 2013.

Amended and Restated Bylaws , as filed with the SEC on October 22, 2019.

2018 Equity Incentive Plan , as filed with the SEC on December 28, 2018.

Note with Chase Bank, dated March 10, 2021 for $108,750 SBA Loan , as filed with the SEC on March 23, 2021.

Secured Promissory Note with East West Bank, dated January 8, 2021 for $1,500,000 ,

as filed with the SEC on March 23, 2021.

Loan Agreement with Golden Sunrise Investment LLC, dated March 15, 2021

for $1,500,000 , as filed with the SEC on March 23, 2021.

Company Guarantee Agreement with Golden Sunrise Investment LLC, dated March

15, 2021 , as filed with the SEC on March 23, 2021.

Secured Promissory Note with Golden Sunrise Investment LLC, dated March 15, 2021 for $1,500,000 ,

as filed with the SEC on March 23, 2021.

Employment Agreement by and between the Company and Irving Kau, dated November 3, 2021.

Promissory Note with Chase Bank, dated March 10, 2021 for $108,750 SBA Loan , as filed with the SEC on March 23, 2021.

Secured Promissory Note with East West Bank, dated January 8, 2021 for $1,500,000 , as filed with the SEC on March 23, 2021.

Loan Agreement with Golden Sunrise Investment LLC, dated March 15, 2021 for $1,500,000 , as filed with the SEC on March 23, 2021.

Company Guarantee Agreement with Golden Sunrise Investment LLC, dated March 15, 2021 , as filed with the SEC on March 23, 2021.

Secured Promissory Note with Golden Sunrise Investment LLC, dated March 15, 2021 for $1,500,000 , as filed with the SEC on March 23, 2021.

Employment Agreement by and between the Company and Irving Kau, dated November 3, 2021 , as filed with the SEC on March 31, 2023.

Amendment to I.

Kau Employment Agreement, dated November 21, 2022.

Kau Employment Agreement, dated November 21, 2022 , as filed with the SEC on March 31, 2023.

At the Market Sales Agreement, dated December 9, 2022, with Sutter Securities , as filed with the SEC on December 12, 2022.

Asset Purchase Agreement, dated December 19, 2022 with AT Tech Systems.

Articles of Organization of Lusher Bioscientific, LLC.

Bylaws of Lusher Bioscientific *

Articles of Organization of AT Tech Systems, LLC.

Operating Agreement of AT Tech Systems, LLC.

Asset Purchase Agreement, dated December 19, 2022 with AT Tech Systems , as filed with the SEC on March 31, 2023.

Articles of Organization of Lusher Bioscientific, LLC , as filed with the SEC on March 31, 2023.

Bylaws of Lusher Bioscientific , as filed with the SEC on March 31, 2023.

Articles of Organization of AT Tech Systems, LLC , as filed with the SEC on March 31, 2023.

Operating Agreement of AT Tech Systems, LLC , as filed with the SEC on March 31, 2023.

Loan Agreement with Ziling Gao dated January 4, 2024.

List of Subsidiaries.

Certification of the Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

2 unchanged sentences

Certification of the Chief Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 .*

Policy for the Recovery of Erroneously Awarded Compensation *

Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)**

6 unchanged sentences

Filed herewith.

** XBRL (Extensible Business Reporting Language) information is furnished

and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as

amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject

to liability under these sections.

XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

FORM 10-K SUMMARY

2 unchanged sentences

thereunto duly authorized.

March 31, 2023

Date:April 1, 2024

FOCUS UNIVERSAL INC.

4 unchanged sentences

on the dates indicated.

/s/ Desheng Wang

Chief Executive Officer, Secretary and Director

March 31, 2023

Executive Officer, Secretary and Director

April 1, 2024

Focus Universal Inc., a Nevada corporation

2 unchanged sentences

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

What changed 10-K

Item 9A. Controls and Procedures