FOCUS UNIVERSAL INC. 10-Q

FOCUS UNIVERSAL INC. 10-Q Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 000-55247 FOCUS UNIVERSAL INC. (Exact Name of Small Business Issuer as specified in its charter) Nevada 46-3355876 (State or other jurisdiction (IRS Employer File Number) of incorporation) 2311 E. Locust Court , Ontario , CA 91761 (Address of principal executive offices) (Zip Code) ( 626 ) 272-3883 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, $0.001 par value FCUV The Nasdaq Stock Market LLC (Nasdaq Global Market) Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit such files. Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ As of August 1, 2024, registrant had 64,867,760 shares outstanding of the registrant's common stock at a par value of $0.001 per share. FORM 10-Q FOCUS UNIVERSAL INC. TABLE OF CONTENTS PART I FINANCIAL INFORMATION 3 Item 1. Condensed Consolidated Financial Statements (Unaudited) 3 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 21 Item 3. Quantitative and Qualitative Disclosures About Market Risk 32 Item 4. Controls and Procedures 32 PART II OTHER INFORMATION 33 Item 1. Legal Proceedings 33 Item 1A. Risk Factors 33 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 33 Item 3. Defaults Upon Senior Securities 33 Item 4. Mine Safety Disclosures 33 Item 5. Other Information 33 Item 6. Exhibits 33 Signatures 34 2 PART I. FINANCIAL INFORMATION References in this document to “us,” “we,” or “Company” refer to Focus Universal Inc. ITEM 1. FINANCIAL STATEMENTS FOCUS UNIVERSAL INC. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Index to the Financial Statements Contents Page Condensed Consolidated Balance Sheets as of June 30, 2024 (unaudited) and December 31, 2023 4 Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2024 and 2023 (unaudited) 5 Condensed Consolidated Statements of Changes in Stockholder’s Equity for the Three and Six Months Ended June 30, 2024 and 2023 (unaudited) 6 Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2024 and 2023 (unaudited) 8 Notes to the Unaudited Condensed Consolidated Financial Statements 9 3 FOCUS UNIVERSAL INC. CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) June 30, December 31, 2024 2023 (Unaudited) ASSETS Current Assets: Cash $ 13,064 $ 428,254 Accounts receivable, net 19,775 164,398 Inventory 495,944 282,071 Other receivables – 20,519 Prepaid expenses 97,966 96,301 Marketable equity securities 27,580 36,735 Total Current Assets 654,329 1,028,278 Property and equipment, net 4,022,095 4,080,663 Operating lease right-of-use asset 153,061 201,048 Deposits 25,713 24,135 Total Assets $ 4,855,198 $ 5,334,124 LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable and accrued liabilities $ 1,061,029 $ 482,523 Related party loan 2,101,000 1,000,000 Short-term loan 225,000 – Other current liabilities 177,142 84,951 Lease liability, current portion 99,570 90,172 Total Current Liabilities 3,663,741 1,657,646 Non-Current Liabilities: Lease liability, less current portion 31,802 118,517 Other liability – 12,335 Total Non-Current Liabilities 31,802 130,852 Total Liabilities 3,695,543 1,788,498 Contingencies – – Stockholders' Equity: Common stock, par value $ 0.001 per share, 75,000,000 shares authorized; 64,867,760 and 64,771,817 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively 64,867 64,771 Treasury stock at cost ( 1,133,040 and 1,163,040 shares held at June 30, 2024 and December 31, 2023, respectively) ( 385,686 ) ( 434,048 ) Additional paid-in capital 26,749,219 26,436,161 Shares to be issued, common shares ( 25,197 and 41,463 shares, respectively) 15,968 74,476 Accumulated deficit ( 25,262,873 ) ( 22,582,170 ) Accumulated other comprehensive loss ( 21,840 ) ( 13,564 ) Total Stockholders' Equity 1,159,655 3,545,626 Total Liabilities and Stockholders' Equity $ 4,855,198 $ 5,334,124 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements 4 FOCUS UNIVERSAL INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Revenue $ 19,753 $ 215,391 $ 238,911 $ 451,486 Cost of Revenue 31,834 149,259 251,191 330,003 Gross Profit (loss) ( 12,081 ) 66,132 ( 12,280 ) 121,483 Operating Expenses: Selling expense 35,640 63,075 74,925 74,934 Compensation - officers and directors 55,255 253,403 112,048 560,937 Research and development 296,248 342,992 639,525 619,473 Professional fees 354,421 116,565 707,032 373,964 General and administrative 625,492 361,583 1,153,137 804,635 Total Operating Expenses 1,367,056 1,137,618 2,686,667 2,433,943 Loss from Operations ( 1,379,137 ) ( 1,071,486 ) ( 2,698,947 ) ( 2,312,460 ) Other Income (Expense): Interest income (expense), net ( 9,900 ) 16,118 ( 11,153 ) 30,554 Interest expense – related party ( 56,098 ) – ( 89,098 ) – Gain on bargain purchase – – – 61,747 Unrealized gain (loss) on marketable equity securities ( 7,680 ) ( 5,005 ) ( 9,155 ) 27,565 Realized gain (loss) on marketable equity securities – 652 – ( 14,249 ) Rental income 41,547 40,341 82,692 80,293 Other income (expense), net 46,162 1,214 44,958 ( 5,859 ) Total other income, net 14,031 53,320 18,244 180,051 Net Loss $ ( 1,365,106 ) $ ( 1,018,166 ) $ ( 2,680,703 ) $ ( 2,132,409 ) Other comprehensive items Foreign currency translation loss ( 7,287 ) ( 3,883 ) ( 8,276 ) ( 208 ) Total comprehensive loss $ ( 1,372,393 ) $ ( 1,022,049 ) $ ( 2,688,979 ) $ ( 2,132,617 ) Weight Average Number of Common Shares Outstanding: Basic and Diluted 64,837,385 65,171,740 64,804,420 55,377,422 Net Loss per common share: Basic and Diluted $ ( 0.02 ) $ ( 0.02 ) $ ( 0.04 ) $ ( 0.04 ) The accompanying notes are an integral part of these unaudited condensed consolidated financial statements 5 FOCUS UNIVERSAL INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023 (UNAUDITED) Common stock Treasury Stock Additional Paid-In Shares to be issued Common Accumulated Accumulated Other Comprehensive Total Stockholders’ Description Shares Amount at Cost Capital Shares Deficit Loss Equity Balance – March 31, 2024 64,771,817 $ 64,771 $ ( 434,048 ) $ 26,473,156 $ 169,386 $ ( 23,897,767 ) $ ( 14,553 ) $ 2,360,945 Stock based compensation – options – – – 36,995 – – – 36,995 Stock based compensation – shares 125,943 126 – 287,400 ( 153,418 ) – – 134,108 Retirement of treasury stock ( 30,000 ) ( 30 ) 48,362 ( 48,332 ) – – – – Other comprehensive income – – – – – – ( 7,287 ) ( 7,287 ) Net loss – – – – – ( 1,365,106 ) – ( 1,365,106 ) Balance – June 30, 2024 64,867,760 $ 64,867 $ ( 385,686 ) $ 26,749,219 $ 15,968 $ ( 25,262,873 ) $ ( 21,840 ) $ 1,159,655 Common stock Treasury Stock Additional Paid-In Shares to be issued Common Accumulated Accumulated Other Comprehensive Total Stockholders’ Description Shares Amount at Cost Capital Shares Deficit Loss Equity Balance – March 31, 2023 64,769,490 $ 64,769 $ – $ 25,833,643 $ 12,500 $ ( 18,978,271 ) $ ( 2,868 ) $ 6,929,773 Stock based compensation – options – – – 133,403 – – – 133,403 Stock based compensation – shares – – – – 18,900 – – 18,900 Purchase of treasury stock – – ( 420,686 ) – – – – ( 420,686 ) Issued stock dividend 2,327 2 – ( 2 ) – – – – Other comprehensive income – – – – – – ( 3,883 ) ( 3,883 ) Net loss – – – – – ( 1,018,166 ) – ( 1,018,166 ) Balance – June 30, 2023 64,771,817 $ 64,771 $ ( 420,686 ) $ 25,967,044 $ 31,400 $ ( 19,996,437 ) $ ( 6,751 ) $ 5,639,341 (continued) 6 Common stock Treasury Stock Additional Paid-In Shares to be issued Common Accumulated Accumulated Other Comprehensive Total Stockholders’ Description Shares Amount at Cost Capital Shares Deficit Loss Equity Balance – December 31, 2023 64,771,817 $ 64,771 $ ( 434,048 ) $ 26,436,161 $ 74,476 $ ( 22,582,170 ) $ ( 13,564 ) $ 3,545,626 Stock based compensation – options – – – 73,990 – – – 73,990 Stock based compensation – shares 125,943 126 – 287,400 ( 58,508 ) – – 229,018 Retirement of treasury stock ( 30,000 ) ( 30 ) 48,362 ( 48,332 ) – – – – Other comprehensive income – – – – – – ( 8,276 ) ( 8,276 ) Net loss – – – – – ( 2,680,703 ) – ( 2,680,703 ) Balance – June 30, 2024 64,867,760 $ 64,867 $ ( 385,686 ) $ 26,749,219 $ 15,968 $ ( 25,262,873 ) $ ( 21,840 ) $ 1,159,655 Common stock Treasury Stock Additional Paid-In Shares to be issued Common Accumulated Accumulated Other Comprehensive Total Stockholders’ Description Shares Amount at Cost Capital Shares Deficit Loss Equity Balance – December 31, 2022 * 65,296,383 $ 65,297 $ ( 2,000,000 ) $ 27,514,733 $ 48,075 $ ( 17,864,028 ) $ ( 6,543 ) $ 7,757,534 Stock based compensation – options – – – 266,806 – – – 266,806 Stock based compensation – cashless exercise options 10,857 10 – ( 10 ) – – – – Stock based compensation – shares 62,250 62 – 184,917 ( 16,675 ) – – 168,304 Purchase of treasury stock – – ( 420,686 ) – – – – ( 420,686 ) Retirement of treasury stock ( 600,000 ) ( 600 ) 2,000,000 ( 1,999,400 ) – – – – Issued stock dividend 2,327 2 – ( 2 ) – – – – Other comprehensive income – – – – – – ( 208 ) ( 208 ) Net loss – – – – – ( 2,132,409 ) – ( 2,132,409 ) Balance – June 30, 2023 64,771,817 $ 64,771 $ ( 420,686 ) $ 25,967,044 $ 31,400 $ ( 19,996,437 ) $ ( 6,751 ) $ 5,639,341 * Retroactively applied to the stock split The accompanying notes are an integral part of these unaudited condensed consolidated financial statements 7 FOCUS UNIVERSAL INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) For the Six Months Ended June 30, 2024 2023 Cash flows from operating activities: Net Loss $ ( 2,680,703 ) $ ( 2,132,409 ) Adjustments to reconcile net loss to net cash from operating activities: Bad debt expense 60,570 4,675 Depreciation expense 67,354 84,616 Amortization of intangible assets – 28,741 Unrealized gain on marketable equity securities 9,155 ( 27,565 ) Realized loss on marketable equity securities – 14,249 Gain on bargain purchase – ( 61,747 ) Stock-based compensation – shares 229,018 168,304 Stock option compensation – options 73,990 266,806 Changes in operating assets and liabilities: Accounts receivable 84,053 ( 27,741 ) Accounts receivable - related party – 34,507 Inventory ( 213,873 ) 15,526 Other receivable 20,394 – Prepaid expenses ( 1,833 ) ( 46,109 ) Deposit ( 2,223 ) 8,514 Operating lease right-of-use asset 42,985 4,983 Accounts payable and accrued liabilities 581,696 73,823 Other current liabilities 92,191 39,100 Lease liabilities ( 72,385 ) ( 55,012 ) Other liabilities ( 12,335 ) – Net cash flows used in operating activities ( 1,721,946 ) ( 1,606,739 ) Cash flows from investing activities: Purchase of property and equipment ( 9,743 ) ( 17,203 ) Purchase of marketable securities – ( 43,644 ) Proceeds from sale of marketable securities – 101,736 Net cash flows provided by (used in) investing activities ( 9,743 ) 40,889 Cash flows from financing activities: Proceeds from third party loan 350,000 – Proceeds from related party loan 1,101,000 – Repayment on third party loan ( 125,000 ) – Purchase of treasury stock – ( 1,420,686 ) Net cash flows provided by (used in) financing activities 1,326,000 ( 1,420,686 ) Effect of exchange rate ( 9,501 ) 1,793 Net change in cash ( 415,190 ) ( 2,984,743 ) Cash beginning of period 428,254 4,343,426 Cash end of period $ 13,064 $ 1,358,683 Supplemental cash flow disclosure: Cash paid for income taxes $ – $ – Cash paid for interest $ 57,218 $ 8,407 Supplemental disclosure for noncash financing activities: Right-of-use assets obtained in exchange for operating lease liabilities $ – $ 266,101 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements 8 FOCUS UNIVERSAL INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2024 AND 2023 (UNAUDITED) Note 1 – Organization and Operations Focus Universal Inc. (the “Company”) was incorporated under the laws of the State of Nevada on December 4, 2012. The Company is a universal smart instrument developer and manufacturer, headquartered in Ontario, California, specializing in the development and commercialization of novel and proprietary universal smart technologies and instruments. The Company is also a provider of patented hardware and software design technologies for Internet of Things (IoT) and 5G. The Company has developed what it believes are five disruptive patented technology platforms with 26 patents and patents pending in various phases and 8 trademarks pending in various phases to solve what it believes are the major problems facing hardware and software design and production within the industry today. These technologies combined have the potential to reduce costs, reduce product development timelines and energy usage while increasing range, speed, efficiency, and security of the IoT and 5G networks. The Company has multiple subsidiaries, including Perfecular Inc. (“Perfecular”), Focus Universal (Shenzhen) Technology Company LTD (“Focus Shenzhen”), AVX Design & Integration, Inc. (“AVX,” also doing business as Smart AVX (“Smart AVX”)), Lusher Bioscientific, Inc. (“Lusher”), and AT Tech Systems LLC (“AT Tech Systems”). Perfecular, a wholly owned subsidiary of Focus that was founded in September 2009 and is headquartered in Ontario, California, is engaged in designing digital sensor products and selling a broad selection of horticultural sensors and filters in North America and Europe. AVX, incorporated on June 16, 2000, in the state of California, is an IoT installation and management company specializing in high performance audio/video systems, home theaters, lighting control, automation and integration. Services provided by AVX include full integration of houses, apartments, commercial complexes, and office spaces with audio, visual and control systems to fully integrate devices in the low voltage field, specializing in high end residential smart IoT installation projects in areas throughout the Southern California area. AVX’s services also include partial equipment upgrade and installation. AVX also markets and sells our IoT Products, such as high-end LED, live wall panel products and cameras, under the Smart AVX name. On December 23, 2021, Focus Shenzhen was founded as a mainland China office for manufacturing procurement expertise and research and development support activities. Focus Shenzhen is designed to function as a branch office accessing high level ability to source products and build relationships with manufacturers in China and as a lower cost form of support, research and development as engineers bound in China. As of January 6, 2023, AT Tech Systems is a subsidiary of Focus specializing in commercial and industrial smart IoT installation projects in areas throughout Southern California. AT Tech Systems has several clients including medical/dental facilities and commercial and industrial projects, and several notable manufacturers and wholesalers, and provides clients with integrated network, security, and multimedia design solutions and technology systems. (See Note 11) The Company has completed integration throughout its existing businesses, including key employees serving dual roles with its subsidiaries. As of April 30, 2024, the Company founded a wholly owned subsidiary named Lusher Inc. Lusher Inc. was founded to develop, market, and commercialize automation software, titled One Touch Financial, initially targeting the financial reporting software market sector. As of the date of this filing, the Company has solely begun ongoing development of the software and founded the subsidiary after board approval, as other business activities are only in the introductory phase. As of May 11, 2024, the Company announced board approval for the eventual spin-off of Lusher to better prioritize the development of its SEC Financial Reporting Automation Software while also allowing the management of Focus Universal Inc. to better prioritize its core business. The Company plans to demo the software at the beginning of September 2024, and plans a company roadshow in 3Q of 2024. 9 Note 2 – Summary of Significant Accounting Policies Basis of Presentation The unaudited condensed financial statements of the Company for the six months ended June 30, 2024 and 2023 have been prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Regulation S-K for scaled disclosures for smaller reporting companies. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. However, such information reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, necessary for the fair presentation of the Company’s financial position and results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full fiscal year. The balance sheet information as of December 31, 2023 was derived from the audited financial statements included in the Company’s financial statements as of and for the years ended December 31, 2023 and 2022 contained in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission, or the SEC, on April 1, 2024. These financial statements should be read in conjunction with that report. The accompanying unaudited condensed consolidated financial statements include the accounts of Focus and its wholly-owned subsidiaries, Perfecular, AVX, Focus Shenzhen, Lusher and AT Tech Systems (collectively, the “Company,” “we,” “our,” or “us”). All intercompany balances and transactions have been eliminated upon consolidation. The Company’s unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Segment Reporting The Company currently has two operating segments in addition to our corporate overhead. In accordance with ASC 280, Segment Reporting (“ASC 280”), the Company considers operating segments to be components of the Company’s business for which separate financial information is available and evaluated regularly by Management in deciding how to allocate resources and to assess performance. Management reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. Accordingly, the Company has determined that it has two operating and reportable segments. The Company consists of two types of operations, along with corporate overhead (which includes research and development) as follow, (1) Perfecular, AVX (doing business as and branded under Smart AVX) and Lusher jointly operate the “IoT Products” segment, which involves the wholesale, marketing, and production of our universal smart instruments and devices in the hydroponic and controlled agriculture segments and of our smart products into the commercial and home automation sectors, and (2) AVX (exclusive of the smart IoT Products sales under Smart AVX) and AT Tech Systems cooperatively run our “IoT Installation Services” segment, which handles our IoT installation and management business specializing in high performance and easy to use audio/video systems, home theaters, lighting control, automation, and integration. Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the accompanying unaudited condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Significant estimates in the accompanying financial statements include the lease term impacting right-of use asset and lease liability, useful lives of property and equipment, allowance for doubtful accounts, inventory reserves, and the valuation allowance on deferred tax assets. The Company regularly evaluates its estimates and assumptions. 10 Allowance for doubtful accounts The Company estimates an allowance for doubtful accounts based on historical collection trends and review of the current status of trade accounts receivable. It is reasonably possible that the Company’s estimate of the allowance for doubtful accounts will change. As of June 30, 2024 and December 31, 2023, allowance for doubtful accounts amounted to $ 262,543 and $ 249,603 , respectively. Concentrations of Credit and Business Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company limits its exposure to credit loss by investing its cash with high credit quality financial institutions. Major customers For the three months ended of June 30, 2024 and 2023, the Company’s revenue received from the following companies were set out as below: Concentration of risk Three months ended June 30, 2024 2023 Amount % of Total Revenue Amount % of Total Revenue Customer A $ 12,750 65 % $ (*) (*) Customer B 6,000 30 % (*) (*) Customer C (*) (*) 105,000 49 % Customer D (*) (*) 38,253 18 % _________________ (*) Revenue had not exceeded 10% or more of the Company’s consolidated revenue of the Company. For the six months ended of June 30, 2024 and 2023, the Company’s revenue received from the following companies were set out as below: Six months ended June 30, 2024 2023 Amount % of Total Revenue Amount % of Total Revenue Customer F $ 69,325 29 % $ (*) (*) Customer G 51,761 22 % (*) (*) Customer H 34,492 14 % (*) (*) Customer C (*) (*) 105,000 23 % Customer D (*) (*) 63,711 7 % _________________ (*) Revenue had not exceeded 10% or more of the Company’s consolidated revenue of the Company. 11 As of June 30, 2024 and December 31, 2023, the Company’s accounts receivable from the following companies were set out as below: June 30, 2024 December 31, 2023 Amount % of Total Accounts Receivable Amount % of Total Accounts Receivable Customer G $ 12,941 65 % $ (*) (*) Customer I 3,584 19 % (*) (*) Customer B 3,250 16 % (*) (*) Customer C (*) (*) 70,000 43 % _________________ (*) Accounts receivable had not exceeded 10% or more of the Company’s consolidated accounts receivable of the Company. Major vendors No major vendor accounted more than 10% of total purchase during six months ended June 30, 2024 and 2023. Share-based Compensation The Company accounts for stock-based compensation to employees in conformity with the provisions of ASC Topic 718, Stock-Based Compensation. Stock-based compensation to employees consist of stock options, grants, and restricted shares that are recognized in the statement of operations based on their fair values at the date of grant. The measurement of stock-based compensation is subject to periodic adjustments as the underlying equity instruments vest and is recognized as an expense over the period during which services are received. The Company calculates the fair value of option grants utilizing the Black-Scholes pricing model and estimates the fair value of the stock based upon the estimated fair value of the common stock. The amount of stock-based compensation recognized during a period is based on the value of the portion of the awards that are ultimately expected to vest. The resulting stock-based compensation expense for both employee and non-employee awards is generally recognized on a straight- line basis over the requisite service period of the award. Fair Value of Financial Instruments The Company follows paragraph ASC 825-10-50-10 for disclosures about fair value of its financial instruments and paragraph ASC 820-10-35-37 (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: · Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. · Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. · Level 3: Pricing inputs that are generally unobservable inputs and not corroborated by market data. 12 The following table summarize financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2024 and December 31, 2023: Schedule of financial assets and liabilities measured at fair value June 30, 2024 (unaudited) Fair Value Carrying Level 1 Level 2 Level 3 Value Assets Marketable securities: Stock $ 27,580 $ – $ – $ 27,580 Total assets measured at fair value $ 27,580 $ – $ – $ 27,580 December 31, 2023 Fair Value Carrying Level 1 Level 2 Level 3 Value Assets Marketable securities: Stock $ 36,735 $ – $ – $ 36,735 Total assets measured at fair value $ 36,735 $ – $ – $ 36,735 The carrying amount of the Company’s financial assets and liabilities, such as cash, accounts receivable, inventories, other receivable, prepaid expenses, deposit, accounts and accrued expenses, payable, treasury stock payable, short-term loan, other current liabilities, customer deposit, approximate their fair value because of the short maturity of those instruments. Comprehensive Income (Loss) Other comprehensive income (loss) refers to revenues, expenses, gains and losses that under generally accepted accounting principles are included in comprehensive income but are excluded from net income (loss) as these amounts are recorded directly as an adjustment to stockholders’ equity. The Company’s other comprehensive loss for the six months ended June 30, 2024 and 2023 was comprised of foreign currency translation adjustments. Revenue Recognition Revenue from the Company is recognized under Topic 606 in a manner that reasonably reflects the delivery of its services and products to customers in return for expected consideration and includes the following elements: · executed contracts with the Company’s customers that it believes are legally enforceable; · identification of performance obligations in the respective contract; · determination of the transaction price for each performance obligation in the respective contract; · Allocation of the transaction price to each performance obligation; and · recognition of revenue only when the Company satisfies each performance obligation. These five elements, as applied to each of the Company’s revenue category, is summarized below: · Product sales – revenue is recognized at the time of sale upon the delivery of the equipment to the customer and completion of performance obligation. · Service sales – revenue is recognized based on the service been provided and the agreed upon performance obligation has been completed to the customer. 13 Revenue from our project construction is recognized over time using the percentage-of-completion method under the cost approach. The percentage of completion is determined by estimating stage of work completed. Under this approach, recognized contract revenue equals the total estimated contract revenue multiplied by the percentage of completion. Our construction contracts are unit priced, and an account receivable is recorded for amounts invoiced based on actual units produced. A summary of our revenue by product type for the three months ended June 30, 2024 and 2023 is as follows: Schedule of revenue by product type June 30, 2024 June 30, 2023 IoT Products $ 11,234 $ 64,867 IoT Project Construction and Installation Services 8,519 150,524 Total $ 19,753 $ 215,391 A summary of our revenue by product type for the six months ended June 30, 2024 and 2023 is as follows: June 30, 2024 June 30, 2023 IoT Products $ 190,739 $ 78,148 IoT Project Construction and Installation Services 48,172 373,338 Total $ 238,911 $ 451,486 Research and development Research and development costs are expensed as incurred. Research and development costs primarily consist of efforts to refine existing product models and develop new product models. Basic and Diluted Net Income (Loss) Per Share Net income (loss) per share is computed pursuant to ASC 260-10-45. Basic net income (loss) per share (“EPS”) is computed by dividing net income (loss) by the weighted average number of shares outstanding during the period. Diluted EPS is computed by dividing net income (loss) by the weighted average number of shares of stock and potentially outstanding shares of stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants. Due to the net loss incurred by the Company, potentially dilutive instruments would be anti-dilutive. Accordingly, diluted loss per share is the same as basic loss for all periods presented. The following potentially dilutive shares were excluded from the shares used to calculate diluted earnings per share as their inclusion would be anti-dilutive. Schedule of anti-dilutive shares Six Months Ended June 30, 2024 2023 Stock options 570,124 457,934 Total 570,124 457,934 Foreign Currency Translation and Transactions The reporting and functional currency of Focus is the USD. The functional currency of Focus Universal (Shenzhen) Technology Co. LTD, a wholly owned subsidiary of Focus located in China, is the Renminbi (“RMB”). For financial reporting purposes, the financial statements of the Company’s Chinese subsidiary, which are prepared using the RMB, are translated into the Company’s reporting currency, USD. Assets and liabilities are translated using the exchange rate on the balance sheet date. Revenue and expenses are translated using average exchange rates prevailing during each reporting period. Stockholders’ equity is translated at historical exchange rates. Adjustments resulting from the translation are recorded as a separate component of accumulated other comprehensive loss in stockholders’ equity. 14 Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transactions. The resulting exchange difference, presented as foreign currency transaction loss, is included in the accompanying unaudited condensed consolidated statements of operations. The exchange rates used for unaudited condensed consolidated financial statements are as follows: Schedule of exchange rates Average Rate for the Six Months Ended June 30, 2024 2023 (Unaudited) (Unaudited) China Yuan (RMB) RMB 7.1970 RMB 6.9243 United States Dollar ($) $ 1.0000 $ 1.0000 Exchange Rate at June 30, 2024 December 31, 2023 (Unaudited) China Yuan (RMB) RMB 7.2651 RMB 7.0698 United States Dollar ($) $ 1.0000 $ 1.0000 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 condensed consolidated financial statements. The Company has a net loss of $ 2,680,703 and $ 2,132,409 for the six months ended June 30, 2024 and 2023, respectively. In addition, the Company had an accumulated deficit of $ 25,262,873 and $ 22,582,170 as of June 30, 2024 and December 31, 2023, respectively, and negative cash flow from operating activities of $ 1,721,946 and $ 1,606,739 for the six months ended June 30, 2024 and 2023, 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 unaudited condensed 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. The Company’s independent registered public accounting firm, in its report on the Company’s consolidated financial statements for the year ended December 31, 2023, has also expressed substantial doubt about the Company’s ability to continue as a going concern. At June 30, 2024, the Company had cash and cash equivalents, and short-term investments, in the amount of $ 40,644 . 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 June 30, 2024, the Company has sold its land and buildings which provided additional working capital to the Company. For more information on the sale of the land and buildings please see Note 11. No assurance can be given that 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. 15 Note 3 – Recent Accounting Pronouncement In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosure, which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expense categories that are regularly provided to the chief operating decision maker and included in each reported measure of a segment’s profit or loss. The update also requires all annual disclosures about a reportable segment’s profit or loss and assets to be provided in interim periods and for entities with a single reportable segment to provide all the disclosures required by ASC 280, Segment Reporting, including the significant segment expense disclosures. This standard will be effective for the Company on January 1, 2024 and interim periods beginning in fiscal year 2025, with early adoption permitted. The updates required by this standard should be applied retrospectively to all periods presented in the financial statements. The Company does not expect this standard to have a material impact on its results of operations, financial position or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances. Note 4 – Inventory At June 30, 2024 and December 31, 2023, inventory consisted of the following: Schedule of inventory June 30, 2024 December 31, 2023 Parts $ 1,051 $ 1,051 Finished goods 494,893 281,020 Inventory $ 495,944 $ 282,071 Note 5 – Property and Equipment At June 30, 2024 and December 31, 2023, property and equipment consisted of the following: Schedule of property and equipment June 30, 2024 December 31, 2023 Warehouse $ 3,789,773 $ 3,789,773 Land 731,515 731,515 Building improvement 240,256 240,256 Furniture and fixtures 42,100 39,223 Equipment 125,089 119,556 Software 1,995 1,995 Total cost 4,930,728 4,922,318 Less accumulated depreciation ( 908,633 ) ( 841,655 ) Property and equipment, net $ 4,022,095 $ 4,080,663 Depreciation expense for the six months ended June 30, 2024 and 2023 amounted to $ 67,354 and $ 84,616 , respectively. Note 6 – Related Party Loan 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 cost 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. The loan has an annual interest rate of 12 % and the principal amount has a due date of September 7, 2024 . On March 5, 2024, the Company entered into an addendum to the loan agreement with Golden Sunrise Investment LLC, a related party obtaining an additional secured loan amount of $ 300,000 at an annual interest rate of 12 % which is due September 7, 2024 . The interest expense amount was $ 72,000 for the six months ended June 30, 2024. The loan accrued interest of $ 26,000 as of June 30, 2024, and the total principal outstanding loan amount was $ 1,300,000 as of June 30, 2024. The interest rate increases to 15% as of the maturity date of the loan on any unpaid principal balance outstanding. The principal and interest were paid off on July 3, 2024. 16 On April 2, 2024, the Company entered into a two-year loan agreement with the Company’s CEO Desheng Wang for the amount of $ 300,000 . The loan has an annual interest rate of 12 % and the principal and interest amount have a due date of April 1, 2026 , as consistent with the previous and separate loan agreement with Golden Sunrise Investment LLC. Until June 30, 2024, the principal loan amount has been increased from $ 300,000 to $ 801,000 . The interest expense amount was $ 17,098 for the six months ended June 30, 2024. The principal and interest were paid off on July 9, 2024. Note 7 – Short-Term Loan On January 2, 2024, the board of directors of the Company authorized the Company to enter into a revolving credit facility or series of promissory notes for up to $ 5 million with one or more lenders. The Company accepted the first $ 300,000 tranche on January 9, 2024 (the “Loan”) with a third-party private lender (the “Lender”) whereby the Lender loaned $ 300,000 to the Company (the “Principal Amount”). The Loan has an annual 3 % compound interest rate and note payments begins on February 4, 2024 (“Due Date”) whereby the Company will pay Lender in 12 equal installment payments of $ 25,408 .11 beginning on the Due Date. The interest amount for the six months ended June 30, 2024 was $ 2,041 , and the total principal outstanding loan amount was $ 175,000 as of June 30, 2024. On June 18, 2024, the Company enter into a one-month loan agreement with a third party for the amount of $ 50,000 . The loan has an annual interest rate of 12 % and the principal and interest amount have a due date of July 19, 2024 . The accrued interest was $ 200 for the six months ended June 30, 2024, and the total principal outstanding loan amount was $ 50,000 as of June 30, 2024. The principal and interest were paid off on July 19, 2024. Note 8 – Lease The Company recorded an operating lease expense of $ 56,625 and $ 81,069 for the six months ended June 30, 2024 and 2023, respectively. This is included in general and administrative expenses. On January 16, 2023, Focus Universal (Shenzhen) Technology Co. LTD entered into a thirty-six month commercial lease with a third party for an approximately 2,017 square foot office space. The lease commenced on February 1, 2023 and will end on January 31, 2026. The monthly rent is RMB29,974 (approximately $4,126) with approximately an 11.1% to 12.5% increase rate in each additional year. The incremental borrowing rate for a lease is the rate of interest the Company would have to pay on a collateralized basis to borrow an amount equal to the lease payments for the asset under similar term, which is 10%. Lease expense for the lease is recognized on a straight-line basis over the lease term. On February 22, 2023, Focus Universal (Shenzhen) Technology Co. LTD entered into a thirty-six month commercial lease with a third party for an approximately 3,449 square foot office space. The lease commenced on March 31, 2023 and will end on February 28, 2026. The monthly rent is RMB35,246 (approximately $4,851) with approximately an 11.1% to 12.5% increase rate in each additional year. The incremental borrowing rate for a lease is the rate of interest the Company would have to pay on a collateralized basis to borrow an amount equal to the lease payments for the asset under similar term, which is 10%. Lease expense for the lease is recognized on a straight-line basis over the lease term. On June 1, 2024, Focus Universal (Shenzhen) Technology Co. LTD entered into a twelve-month commercial lease with a third party for an approximately 1,701 square foot office space as a sales-focused office. The lease commenced on June 1, 2024 and will end on May 31, 2025. The monthly rent is RMB8,000 (approximately $1,001). Operating lease right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. As of June 30, 2024 and December 31, 2023, operating lease right-of use assets and lease liabilities were as follows: Schedule of operating lease right of use assets and lease liabilities June 30, 2024 December 31, 2023 Operating lease right-of-use assets, net $ 153,061 $ 201,048 Lease liabilities, current portion $ 99,570 $ 90,172 Lease liabilities, less current portion $ 31,802 $ 118,517 Lease term and discount rate: Schedule of lease term and discount rate June 30, 2024 December 31, 2023 Weighted average remaining lease term Operating lease 1.58 to 1.75 years 2.08 to 2.25 years Weighted average discount rate Operating lease 10 % 10 % 17 Note 9 – Stockholders’ Equity Stock Dividend On March 23, 2023, the Company issued a fifty percent (50%) stock dividend of the Company’s common stock to its shareholders for a stock dividend of one share of common stock for every two shares of common stock held. The Company followed paragraph ASC 505-20-25 in treating its stock dividend as a stock split due to the stock dividend being greater than 25% of the shares then outstanding. As such, on March 23, 2023 and April 3, 2023, the Company issued 21,592,164 stock dividends to its shareholders for a stock dividend of one share of common stock for every two shares of common stock issued and outstanding. The Company adhered to paragraph ASC 260-10-55-12, wherein it retroactively adjusted its statement of stockholders’ equity for all presented periods to incorporate the alteration in capital structure. Common stock In prior years, the Company entered into several employment agreements that require the issuance of common shares for services that vest on a quarterly basis. During the period ended June 30, 2024, an aggregate of 58,496 shares with a fair value of $ 50,348 vested during the period and were recognized as compensation costs. As of December 31, 2023, 41,463 of shares with a fair value of $ 74,476 that vested under these agreements were not issued. During the period ending June 30, 2024, 16,446 shares with a fair value of $ 58,508 that previously vested were issued during the period. As of June 30, 2024, 25,197 shares of common stock with a fair value of $ 15,968 remained issuable. Treasury stock On August 10, 2022, the Company entered a stock purchase agreement (the “Stock Purchase Agreement”) with a private shareholder to repurchase 600,000 shares of its common stock for $2,000,000. The private shareholder transferred the shares on October 4, 2022, forming a binding agreement, which the Company placed in treasury; and on October 6, 2022, the Company wired the first $1,000,000 of the purchase price. Subsequently, on July 14, 2023, the Company entered into an amendment to the Stock Purchase Agreement that increased the number of shares of its common stock the Company would purchase to 1,300,000 shares and revised the total purchase price of the shares to $ 1,965,000 resulting in a $35,000 change in our obligation to purchase Treasury stock. The remaining $ 965,000 was paid on July 14, 2023. Upon receipt of the additional 900,000 shares, the Company also placed them in treasury. As of January 17, 2023, the Company retired the initial 600,000 shares and restored them to the status of authorized and unissued shares. On June 11, 2024, the Company retired 30,000 shares with a cost of $ 48,362 and restored them to the status of authorized and unissued shares. 18 Employee compensation On February 11, 2022 (the “Vesting Date”), the Company entered into a restricted stock award agreements (the “Award Agreement”) with eight employees for 280,000 shares of the Company’s common stock subject to the terms and to the fulfillment of the conditions set forth in the Company’s equity incentive plan. The first 20% of the restricted shares were granted and vested on February 11, 2022. An additional 20% of the restricted shares will vest on each anniversary of the Vesting Date until the fourth anniversary of the Vesting Date. The initial fair value of the awards on the date of grant was determined to be $ 2,942,800 which is being amortized over the 5 year vesting period. As of December 31, 2023 the unamortized amount of the award was $ 1,072,020 . During the six months ended June 30, 2024 the Company amortized $ 178,670 of this amount leaving an unamortized balance of $ 893,350 at June 30, 2024. As of June 30, 2024, 186,000 of the shares had been vested and 132,000 of the shares had been forfeited. Stock options On January 2, 2024, each member of the Board was granted 22,500 options to purchase shares at $ 1.50 per share with a fair value of $ 29,595 . The options vest monthly over 1 year, and may be exercised during a 10 -year term. In the aggregate, 112,500 options were granted with a fair value of $ 147,975 . During the six months ended June 30, 2024, the Company recognized $ 73,990 of compensation cost relating to the vesting of these options and $ 73,990 remained unvested which will be amortized over the remainder of 2024. For the six months ended June 30, 2024 and 2023, the Company’s stock option compensation expenses amounted to $ 73,990 and $ 266,806 , respectively. The fair value of the stock options issued during the periods was determined using the Black-Scholes option pricing model with the following assumptions: Schedule of assumptions June 30, 2024 Risk-free interest rate 3.94 % Expected life of the options 5.5 years Expected volatility 126.73 % Expected dividend yield 0 % The following is a summary of the option activity from December 31, 2023 to June 30, 2024: Schedule of option activity Number of Options Weighted average exercise price Weighted Average Remaining Contractual Life Aggregate Intrinsic Value Outstanding at December 31, 2023 513,874 $ 4.05 7.25 – Granted 112,500 $ 1.50 – – Exercised – – – – Cancelled or forfeited – – – – Outstanding at June 30, 2024 626,374 $ 3.60 7.25 – Vested as of June 30, 2024 570,124 $ 3.80 7.03 – Exercisable as of June 30, 2024 570,124 $ 3.80 7.03 – 19 Note 10 – Segment reporting The Company currently has two operating segments in addition to our corporate overhead, which involves the non-specific financing, executive expense, operations and investor relations of our public entity, and the general shared management and costs across the Company’s subsidiaries. First, Perfecular, AVX (doing business as Smart AVX) and Lusher jointly operate the “IoT Products” segment, which involves the wholesale, marketing, and production of our universal smart instruments and devices in the hydroponic and controlled agriculture segments and of our smart instruments into the commercial and home automation sectors. And second, AVX (exclusive of the smart IoT Products sales under Smart AVX) and AT Tech Systems cooperatively run our “IoT Installation Services” segment, which handles our IoT installation and management business specializing in high performance and easy to use audio/video systems, home theaters, lighting control, automation, and integration. The following tables summarize the financial information of each operating segment of the Company for the six months ended June 30, 2024: Schedule of operating segment For the Six Months Ended June 30, 2024 Corporate IoT Products IoT Installation Services Total Revenue $ – $ 190,739 $ 48,172 $ 238,911 Cost of revenue – 93,156 158,035 251,191 Gross profit (loss) – 97,583 ( 109,863 ) ( 12,280 ) Total operating expense 2,637,653 32,028 16,986 2,686,667 Income (loss) from operations ( 2,637,653 ) 65,555 ( 126,849 ) ( 2,698,947 ) Total other income (expense) 15,176 907 2,161 18,244 Net income (loss) $ ( 2,622,477 ) $ 66,462 $ ( 124,688 ) $ ( 2,680,703 ) The following tables summarize the financial information of each operating segment of the Company for the six months ended June 30, 2023: For the Six Months Ended June 30, 2023 Corporate IoT Products IoT Installation Services Total Revenue $ – $ 78,148 $ 373,338 $ 451,486 Cost of revenue – 56,355 273,648 330,003 Gross profit – 21,793 99,690 121,483 Total operating expense 2,290,714 41,038 102,191 2,433,943 Loss from operations ( 2,290,714 ) ( 19,245 ) ( 2,501 ) ( 2,312,460 ) Total other income (expense) 181,483 2,002 ( 3,434 ) 180,051 Net loss $ ( 2,109,231 ) $ ( 17,243 ) $ ( 5,935 ) $ ( 2,132,409 ) 20 Note 11 – Subsequent Events On July 3, 2024, the Company completed a purchase agreement (the “Purchase Agreement”) with a third-party purchaser (the “Buyer”) to sell the Company’s warehouse. The purchase price for the Property is $7,460,250. The Company received $5,664,939 after $1,795,310 was charged to pay off existing loans, broker commissions, county taxes, title / escrow charges, and existing tenant security deposit. Within this adjusted purchase payment, the Company paid off the Golden Sunrise Investment LLC loan with the principal and interest amount of $1,327,353. The Company is currently calculating the accounting effects of this transaction. On July 8, 2024, the Company entered into a Standard Industrial/Commercial Single-Tenant Lease (the “Lease”) with the Veena Asset Management, LLC to lease the same Focus Universal premises located at 2311 East Locust Court, Ontario, CA 91761 back for one year commencing at the close of escrow of the Purchase Agreement and ending on July 31, 2025 for 14,004 square foot office and warehouse space. Base monthly rent is $16,804, with a total of $58,812 due upon execution of the lease. On July 9, 2024, the Company repaid the loans it entered into with the Company’s CEO with the principal and interest repayment amounts of $820,501. On July 19, 2024, the Company paid off a third-party loan with the principal and interest amount of $50,500. On August 5, 2024, the Company and the segment manager of AT Tech Systems LLC reached a tentative oral agreement to terminate his employment and the employment of his two direct report team members. While the negotiations are still tentative, the Company expects there will be a termination or severance cost of at most $40,000. Management is currently evaluating how to replace the personnel necessary to run AT Tech Systems LLC. The Company has evaluated all other subsequent events through the date these consolidated financial statements were issued and determined that there were no other subsequent events or transactions that require recognition or disclosures in the consolidated financial statements. 21 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION The following discussion of our financial condition and results of operations should be read in conjunction with, and is qualified in its entirety by, the consolidated financial statements and notes thereto included in, Item 1 in this Quarterly Report on Form 10-Q. This item contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially from those indicated in such forward-looking statements. Forward-Looking Statements This Quarterly Report on Form 10-Q and the documents incorporated herein by reference contain forward-looking statements. Such forward-looking statements are based on current expectations, estimates, and projections about our industry, management beliefs, and certain assumptions made by our management. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” variations of such words, and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties, and assumptions that are difficult to predict; therefore, actual results may differ materially from those expressed or forecasted in any such forward-looking statements. Unless required by law, we undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise. However, readers should carefully review the risk factors set forth herein and in other reports and documents that we file from time to time with the Securities and Exchange Commission, particularly the Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and any Current Reports on Form 8-K. Narrative Description of the Business Focus Universal Inc. (the “Company,” “we,” “us,” or “our”) is a Nevada corporation. We believe we have developed five proprietary technologies utilizing our patent portfolio which we believe solve the most fundamental problems plaguing the internet of things (“IoT”) industry through: (1) increasing overall chip integration by shifting integration from the component level to the device level; (2) creating a faster 5G cellular technology by using ultra-narrowband technology; (3) leveraging ultra-narrowband power line communication (“PLC”) technology; (4) proprietary User Interface Machine auto generation technology; and (5) incorporating all our core technologies into a single chip. Our Universal Smart Technology is designed to overcome instrumentation interoperability and interchangeability. The electronic design starts from a 90% completed common foundation we call our universal smart instrumentation platform (“USIP”), instead of the current method of building each stand-alone instrument from scratch. Our method eliminates redundant hardware and software and results in significant cost savings and production efficiency. We also provide sensor devices and are a wholesaler of various air filters and digital, analog, and quantum light meter systems. The company holds 28 patents and patents pending in various phases of the patent process. Our Current Products Include: We are a wholesaler of various digital, analog, and quantum light meters and filtration products, including fan speed adjusters, carbon filters and HEPA filtration systems. In an effort to continually develop our product lines, we plan to phase out the traditional, lower-margin products, such as the first-generation digital light meter, and are preparing to launch a new line of products that have been in development for several years. These newer technology products will be released in phases, and we intend that increasing amounts of technology will be layered upon these products. Additionally, we plan to continue to increase our efforts in protecting more intellectual property and have continued to develop technologies for long-term growth. We have developed products in both the controlled agriculture industry and home automation industries, taking advantage of our existing relationships in both sectors. We are building a U.S.-based sales team to market our Smart AVX-branded product lines. The team has already begun marketing our current large format multimedia touch screens, surveillance camera system (cameras and network video recorders (NVRs)), indoor and outdoor LED screens, and Focus Universal-branded voice over internet protocol (VOIP) phone service systems for use in commercial and corporate settings. Our products on the home automation front are beginning the production cycle. Of note, smart wall touch light switches, digital control smart wall touch light switches, smart timers, and smart controllers are ready for production. Sourcing of electronic parts for these products is completed, the cost analysis of these products is completed, and most of the tooling for production has been completed. 22 Currently, our Shenzhen subsidiary mainly focuses on product development and commercialization. An important electrode with a “Total Dissolved Solids” (“TDS”) meter design, with applications in all solubility measurements, was completed and approved by our U.S. management team. The designs of our TDS sensor, carbon dioxide sensor, new quantum PAR sensor and total dissolved oxygen sensors are also completed. Our testing against the state-of-the-art sensors on the market suggests to us that the new sensors are at least as good as the best quality sensors on the market. However, we believe that our sensors are much more cost effective. Our software machine auto design team has also made significant progress during the last period. Having the mathematical and graphical environments created, our team is focused on developing the 3D-user interface machine auto design. Our public reporting automation software is completed and currently undergoing extensive testing. As reports on Forms 10-Q and 10-K are time-consuming, complex processes that require each company’s financial team to gather and translate large amounts of data from multiple sources, the time and expertise required to complete the process is a substantial burden for any company, large or small. Meanwhile, SEC reporting deadlines are firm and inflexible. This conflict can interfere with other reporting and internal timelines and leave teams time-strapped and scrambling for the resources needed to meet any reporting requirements. We have developed a Microsoft®-based add-on software that aims to streamline and automate the SEC reporting preparation process. We believe the software will significantly simplify the Form 10-Q and Form 10-K preparation processes and make creating, editing and managing documents both simple and accurate. We are planning to commercialize this software in the fourth quarter of 2024 or the first quarter of 2025. A cloud-based version of this software is also under the development. Beyond IoT products, as a developer of a Natural Integrated Programming Language (NIPL) derivative product (i.e., our software platform for interoperability within the IoT), we have developed a complementary office automation software product. This specific software was designed to assist in completing financial reports faster, more accurately, and with greater ease of update, thereby eliminating the need for increased staffing especially in time sensitive projects. It is designed to save CPAs, auditors, accounting, and/or legal a significant amount of time in the preparation of SEC financial reports and other internal financial reporting. Eighty percent of this software development has been completed and we hope to launch a beta version of this product. Fan speed adjuster device . Designed specifically for centrifugal fans with brushless motors, our adjuster device helps ensure longer life by preventing damage to fan motors by adjusting the speed of centrifugal fans without causing the motor to hum. These devices are rated for 350 watts max, have 120VAC voltage capacity and feature an internal electronic auto-resetting circuit breaker. Carbon filter devices. We sell two types of carbon filter devices. These carbon filter devices are professional grade filters specifically designed and used to filter the air in greenhouses that might be polluted by fermenting organics. One of these filters can be attached to a centrifugal fan to scrub the air in a constant circle or can be attached to an exhaust line as a single-pass filter, which moves air out of the growing area, filters unwanted odors and removes pollens, dust, and other debris in the air. The other filter is designed to be used with fans from 0-6000 C.F.M. HEPA filtration device. We provide a high-efficiency particulate arrestance (“HEPA”) filtration device at wholesale prices to our client Hydrofarm. Manufactured, tested, certified, and labeled in accordance with current HEPA filter standards, this device is targeted towards greenhouses and grow rooms and designed to keep insects, bacteria, and mold out of grow rooms. We sell these devices in various sizes. Quantum par meter . We provide a handheld quantum par meter used to measure photosynthetically active radiation (“PAR”). This fully portable handheld PAR meter is designed to measure PAR flux in wavelengths ranging from 400 to 700 nm. It is designed to measure up to 10,000 µmol. Ubiquitor Wireless Universal Sensor Device We have developed a device we call the Ubiquitor, which replaces the functions of traditional digital measurement and sensing products by integrating many digital sensors and measurement tools into one single digital device. We believe the platform represents a technological advancement in the IoT marketplace by integrating large numbers of technologies, including cloud technology, wired and wireless communication technology, software programming, instrumentation technology, artificial intelligence, PLC technology, and sensor networking into a single platform. We believe 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 that will make the Ubiquitor possible is an advanced software and hardware integrated instrumentation platform that uses a large-scale modular design approach. The large-scale modular design approach subdivides instruments into a foundation component (a USIP) and architecture-specific components (sensor nodes), which together replaces the functions of traditional instruments at a fraction of their cost. The USIP has an open architecture, incorporating a variety of individual instrument functions, sensors, and probes from different industries and vendors. The platform features the ability to connect potentially thousands of different sensors or probes, addressing major limitations present in traditional instrumentation systems. 23 The Ubiquitor will be a general platform that collects data in real time, up to 100 Hz per second, and, thus, is intended to be adapted to many industrial uses. By using the universal hardware or USIP, we believe we could achieve the following efficiencies in instrumentation systems: 1. Cut production costs. Smartphone technology is widely used on the small sensor device market. By utilizing smartphone technology, the Ubiquitor will add superior functionality and performance, improve the product’s quality, and cut production costs. 2. Reduce the effort required to develop a new sensor product. With the Ubiquitor, we believe that there will be no need for device manufacturers to research and develop new monitoring and operating components because they will just need to develop new sensor nodes or probes that may be integrated into our software technology. 3. Reduce clutter. It is anticipated that the Ubiquitor could dispense with some of the hassle of connecting cables, since the Ubiquitor allows wireless transmission of sensor data and may allow wireless access to networks, such as a PLC network. Additional Focus Universal Inc. IoT Products under Smart AVX. Focus Universal Inc. is integrating its own Smart AVX- branded IoT equipment to connect devices across platform systems and to facilitate unified collaboration across audio-visual technologies, digital media technologies, security and surveillance technologies and communication technologies. This approach allows the Company to service its customers for ease of use, design and integration, and installation and maintenance by utilizing technology that integrates our five core technologies. We have integrated our Smart AVX-branded products across the following strategic sub-sectors: LED Audio-visual Panel Products, large format Smart Multimedia Touch Screens, Pan Tilt Zoom (“PTZ”) Dome Cameras and Network Video Recorders (“NVRs”), and VOIP Phone Services. 1. LED Audio-visual Panel Products. LED panel digital displays have become an integral and modern-day solution that address the communication and display demands of the residential and commercial customer base. Due to the flexible configuration of the LED panels, the modular design that enables the ability to incorporate a design into any size space, the flexibility of the standard size panels to accommodate curvature in the design space, the ability to address transparency in the panel displays and create new areas for delivering media to the public, our LED panel digital displays allow us to easily adapt our display design to spaces of any size and shape, making any customer space a customizable output and connected piece within a system. The option to create full size screens in any space, while addressing any environmental demands, allows us to use state-of-the-art media resulting in immersive, three-dimensional, captivating content delivery within any system. 2. Large Format Smart Multimedia Touch Screens. Smart AVX-branded large format touch screens deliver interactive solutions for a wide variety of industries and applications, including education, healthcare, commercial, residential and government applications. While interacting with a touch display is commonplace in public-consumer spaces, we integrate large format Smart touch screens in small business, commercial applications such as dental offices and other business scenarios. These market applications continue to be underserved with touch-enabled devices, and our installation engineers and design staff can customize solutions for unique business and commercial application projects. The Company, through the Smart AVX brand, offers a myriad of customized choices and a long list of options within the current touch screen technology in a refined product. Our products allow future integration of our core platform technologies, such as the LED digital displays, the Ubiquitor, PTZ Dome Cameras and VOIP Phone Systems, allowing for pinch, zoom, scrolling, and videoconferencing within the touch screen format. 3. Pan Tilt Zoom (PTZ) Dome Cameras and Network Video Recorders (NVRs). Pan Tilt Zoom (PTZ) Dome Cameras and Network Video Recorders (NVRs). Dome security cameras are easily recognizable for their circular, dome encasing. Smart AVX-branded dome surveillance cameras are highly versatile and can be used in both indoor and outdoor environments, providing wide coverage for nearly any use condition. Smart AVX-branded dome security cameras have a vandal-proof dome casing, an infrared camera for night vision capabilities, and a sturdy metal base to protect against damage or tampering, making the cameras an integrated solution for reliable surveillance in many use conditions. The cameras are PTZ, meaning that they are built with mechanical parts that allow for swiveling left to right, tilting up and down, and zooming in and out of a scene. They’re typically used to monitor wide open areas requiring a 180- or 360-degree view and are often deployed in guard stations where personnel can operate them through a remote controller. Depending on the camera or software, they can also be set to automatically follow motion-triggered activity to a pre-set schedule. PTZ cameras are generally implemented in tandem with a large surveillance system, in which the PTZ tracks movement while a fixed camera takes detailed shots. 24 4. VOIP Phone Services. Voice over Internet Protocol (VoIP), also called IP telephony, is a method and group of technologies for voice calls for the delivery of voice communication sessions over Internet Protocol (IP) networks, such as the Internet. The Company plans to provide daily use VOIP services in an integrated fashion to the existing commercial customer base, allowing for extensive usage in small business, commercial applications such as dental offices and other business scenarios. Lusher Corporate Services, One Touch Financial Software Financial reporting is the process by which a company keeps investors aware of a company’s financial condition, allowing them to have the information they need before making an investment decision. An annual report on Form 10-K is a comprehensive report filed annually by a publicly traded containing company information such as its history, organizational structure, financial statements, earnings per share, subsidiaries, executive compensation, and other relevant data. The quarterly report on Form 10-Q is a comprehensive report of a company’s quarterly performance that must be submitted by public companies to the SEC on a quarterly basis. The quarterly report on Form 10-Q is generally submitted with unaudited financial statements including condensed financial statements, a management discussion and analysis on the financial condition of the company, and disclosures regarding market risk and internal controls. In the quarterly reports, companies are required to disclose additional relevant quarterly financial information regarding their financial position. Because of the depth and nature of the information they contain, reports on Forms 10-K and 10-Q can become time-consuming, especially given the complex processes that require a company’s internal teams to gather large amounts of data across multiple sources. The time and expertise required to complete the process is a substantial burden. SEC reporting deadlines are firm and inflexible. These reporting requirements can interfere with other reporting timelines and leave a time-strapped team scrambling for the resources needed to meet mandated reporting requirements. Delays and mistakes in SEC financial reporting can have far-reaching consequences for companies and their shareholders including. SEC review, enforcement actions, and penalties. Late, inaccurate, or incomplete filings can often lead to a drop in the company’s stock price and a decrease in investor confidence. However, it is critically important that the company’s financial reporting is accurate, thorough, and up to date. Office software packages are widely used in all report preparation. While current software can do an excellent job on word processing, it often fails in the creation of the rigorously formatted tables and spreadsheets needed to populate requisite financial information in report. Furthermore, because of the frequent incompatibility between programs from software packages, the formatted tables required by financial reporting standards that are created by spreadsheets programs are mismatched, incomplete, or even destroyed when they are transferred via word processing files. Human data entry of hundreds or thousands of financial numbers in the financial report imposes another challenge and presented by regularly occurring human error. This risk is compounded by a frequent requirement to update or revise these hundreds or thousands of numbers during the time-constrained review processes and auditing processes prior to submission. Given the complexity and volume of data involved, companies are looking for solutions that not only save cost, and reduce the time and effort required to report in a timely manner but also improve accuracy and compliance. We have developed an automated software solution to address these challenges effectively and efficiently in the following ways: Data Entry Automation: Our software’s automated data entry function reduces the risk of human errors and saves time. It can extract data from various sources and populate financial reports accurately. Validation Checks: Our One Touch Financial Software includes built-in validation checks to ensure that the data is accurate and compliant with regulatory requirements. It also helps in identifying potential errors early in the reporting process. Formatted Table Creation: Creating formatted tables which are often required in SEC financial reports, is a time-consuming task. Our software generates these tables accurately and efficiently. Integration: Integration with existing financial systems and software is essential for a seamless reporting process. Our software connects with multiple data sources and financial software frequently used by reporting companies. Security and Compliance: Security of data is critical, especially when dealing with sensitive financial data. Our software adheres to industry standards and regulations to ensure data security and compliance with reporting requirements. The Company plans to demo the software this month as the development for the software has progressed. The company plans for a company roadshow in 3Q of 2024 to update the community regarding these new developments. 25 IoT Installation Services under AVX (Residential) and AT Tech Systems (Commercial and Industrial) 1. Smart Home IoT Installations. Beyond standard doorbells and thermostats, we, through our AVX subsidiary, provide customized and high-end IoT Smart home solutions to upgrade the standard home to an integrated home platform. AVX utilizes its existing tech-savvy installation staff to integrate the Smart AVX line of IoT products for a customized home solution with designed smart home services. AVX meets client safety concerns and meshes modern convenience for a complete solution for homeowners to easily control their homes’ digital input and output points with wired, integrated systems throughout the installation. PTZ dome cameras give wide view home security through the network providing the views of four cameras within the installation space of a single camera. LED digital displays and large format multimedia touch screens provide state-of-the art output displays for eye catching and high-end centerpieces for homeowners. With the suite of Smart AVX home devices and the AVX professional installation team, design and customized creation within a high-end home system can be standard for the customer base. These installations include integration of home VOIP phone systems, network and computer system integration, multimedia display systems, door access control systems, voice and data cabling, security alarm systems, PC upgrade and software installations, home audio-visual control center design and installation and systems integration, home security data backup systems, home network design and installation, HDTV signal and reception boost, and multi-room audio and ambient music phone systems. 2. Smart Commercial and Industrial Installations. We through the acquired AT Tech Systems company brand also design and build IoT technologies to fit unique business requirements. Utilizing the aforementioned IoT product solutions within the designed platform for a business system, AT Tech Systems provides IoT installations and integrations for industries including security and surveillance, smart commercial and industrial, healthcare, broadcast media and entertainment, manufacturing, food retail, and industrial warehousing. AT Tech Systems design and installation experts have decades of hands-on experience in integrated systems of smart sensor devices, IoT data management platforms, client applications and analytics for complete end-to-end IoT commercial solutions. AT Tech Systems excels in the area of IoT interoperability, utilizing the Smart AVX-branded products such as the LED digital displays, large format multimedia Smart touch screens, PTZ dome Cameras, and VOIP phone systems. These installations include integration of the commercial grade phone fax and extension VOIP systems, networking and computer system integration for commercial application, multimedia and conferencing display systems, industrial office and commercial access control systems, voice and data cabling, security and surveillance perimeter alarm systems, PC upgrade and software installations, office and commercial control center design and installation systems, automatic data backup systems, server design and installation, HDTV signal and reception boost, ambient client music systems, and multi-room and facility audio phone systems. Research and Development Efforts of Power Line Communication Power Line Communication (“PLC”) technology is a communication technology that enables sending data over existing power cables. One advantage of this technology is that PLC does not require substantial new investment for its communications infrastructure. Rather, PLC utilizes existing power lines, thereby forming a distribution network that already penetrates all residential, commercial and industrial premises. Accordingly, connectivity via PLC technology is potentially the most cost-effective, scalable interconnectivity approach for the IoT. We believe PLC technology can be an integral part of our communication infrastructure for the IoT, which enables reliable, real-time measurements, monitoring, and control. A large variety of appliances may be interconnected by transmitting data through the same wires that provide electrical energy. Our patented PLC technology uses an ultra-narrowband spectrum channel of less than 1 KHz to establish a long-distance link between transmitter and receiver. Thus, we believe that our proprietary ultra-narrowband PLC technology will offer a promising alternative to wireless networks and provide the backbone communication infrastructure for IoT devices. The primary design goal of the power line network is electric power distribution, not data transmission. The harsh electrical noise present on power lines and variations in equipment and standards make data transmission over the power grid difficult. These technological challenges have impeded, or even halted, progression of PLC technology. Research and Development Efforts of 5G Cellular Technology Just like our ultra-narrowband technology can be used to effectively reduce noise in powerline communication technology, our internal research suggests that our ultra-narrowband technology can be leveraged to create a type of 5G wireless communication technology that can achieve both low band 5G coverage and an estimated 1 Gbps high band speed. We employ an ultra-narrow spectrum channel (<1KHz) to establish an ultra-long-distance link between the 5G base station and the receiver which reduces noise and interference entering the bandwidth. For a description of the ultra-narrowband technology and the 5G applications, see “Part I - Item 1. Business, Section 2. “Creating a faster 5G cellular technology by using ultra-narrowband technology” in our Annual Report on Form 10-K filed with the SEC on April 1, 2024. 26 Intellectual Property Protection On November 4, 2016, we filed U.S. patent application number 15/344,041 with the U.S. Patent and Trademark Office (USPTO). The patent was issued on March 20, 2018. We filed with the USPTO on June 2, 2017 a patent application regarding a process for improving a spectral response curve of a photo sensor. The resulting U.S. Patent No. 10,251,037 was issued on February 26, 2019. On March 19, 2018, we filed U.S. Patent Application No. 15/925,400. The patent title is a “Universal Smart Device,” which is a universal smart instrument that unifies heterogeneous measurement probes into a single device that can analyze, publish, and share the data analyzed. The resulting U.S. Patent No. 10,251,037 was issued on April 2, 2019. On November 29, 2019, the Company filed an international utility patent application through the Patent Cooperation Treaty (PCT) as International Patent Application No. PCT/US2019/63880. On September 6, 2022, the International Searching Authority (ISA) issued a favorable International Preliminary Report of Patentability (IPRP) regarding this patent application, which describes the Company’s PLC technology. The IPRP cited only three category “A” documents, indicating that the Company’s application met both the novelty and non-obviousness patentability requirements. Consequently, the Company is optimistic that a patent including claims directed to its PLC technology will be issued in due course and will allow the Company to protect its PLC technology. In 2021, we hired the law firm of Knobbe, Martens, Olson & Bear, LLP (“Knobbe Martens”) to serve as outside intellectual property counsel for the Company. The firm is working on converting the Company’s provisional patent applications to formal nonprovisional patent applications and expanding existing patent portfolios. In addition, Knobbe Martens is working on filing four previously unfiled patents and pursuing patent coverage in Europe and Australia. In addition, in May 2022, the Company engaged Chang & Hale, LLP as suggested by our counsel at Knobbe Martens to assist with two new patents, noting that Knobbe Martens still remains our main IP counsel. Currently, the Company has 18 pending U.S. nonprovisional patent applications and 9 issued U.S. patents. As a result of our primary IP attorney switching firms from Knobbe Martens to Dority Manning, Focus Universal Inc, hired Dority Manning on July 16, 2024 to serve as outside intellectual property counsel for the Company. The Company’s patent number 11,488,468 was allowed and subsequently issued on November 1, 2022. The patent is titled “Sensor for Detecting the Proximity of an IEEE 802.11 Protocol Connectable Device.” On November 7, 2023, our patent application titled “Activated Carbon Air Filter” issued as U.S. Patent No. 11,806,654. We also just received an issue notification from the USPTO, indicating that our patent application titled “Electronic Lock and Method of Operation” will issue on November 21, 2023, as U.S. Patent No. 11,823,513. Competitors We have identified several competitors specifically in the wireless sensor node industry, including traditional instruments or device manufacturers. Hach developed and launched the SC1000 Multi-parameter Universal Controller, a probe module for connecting up to 32 digital sensors or analyzers. However, their products are not compatible with smart phones yet; and we believe their price point is still prohibitive to consumers. Monnit Corporation offers a range of wireless and remote sensors. Many of Monnit’s products are web-based wireless sensors that usually are not portable because of their power consumption. Also, the sensors’ real-time updates are slow; and we believe security of the web-based sensor data acquisition may also be a concern. In addition to purchasing the device, consumers usually have to pay monthly fees for using web-based services. We are not trying to compete with traditional instruments or device manufacturers because we utilize our Ubiquitor device in conjunction with our smartphone application, which we believe will be a completely different product category. 27 IoT Installation Industry There are several companies that compete with AVX in smart home installations, including Vivint Smart Home, Savant, Crestron and Control4. However, we believe we can distinguish ourselves from our competitors by offering substantially more customization and interoperability with existing platforms. While our service offerings do not rely on always providing the entire installation for the end client, our Company is able to seamlessly provide accenting, replacement, or conversion home automation systems which are easier to use and interoperate for the end client, and with limited rewiring. Complete installation by Crestron ranges between $100,000 and $500,000 and an installation by Control4 ranges between $70,000 and $250,000. The cheapest competitor we can identify in this sector is Vivint Smart Home, which costs less than $50,000 to install; however, we understand that the Vivint Smart Home focuses on security systems only and that users have no other smart applications, which our smart home product line would include. Our sales staff have encountered a growing client base of unhappy customers with the pre-existing and completely siloed platform systems that reportedly are not easy to use or program, require costly specialty service for simple operations, are subject to lengthy software and hardware backlogs, and despite being based on the same platform, fail to operate compatibly, possessing frequent errors and bugs. Air Filtration Systems and Meter Products Industry The air filtration system and meter products industry is a niche industry. 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. Market Potential We believe universal wireless smart technology will play a critical role for traditional instrument manufacturers, as currently the undertaking of an IoT project is simply too expensive and difficult to develop for medium or smaller companies and carries a 75% failure rate according to Cisco Systems. 1 The cost factor is the first consideration when deciding whether a company wants to develop smart wireless technologies and implement them into their products or use them in their field testing. We also hope to play a role in academic laboratories, particularly with smaller academic laboratories that are sensitive to price. Regarding the larger IoT industry statistics, overall enterprise IoT spending increased to $201 billion in 2022, an increase of 21.5%. The outlook for growth in 2023 is 18.5% from this large base of enterprise spending. 2 More specifically, the IoT sensors market is projected to reach $26 billion by 2026 from $11.1 billion in 2022. 3 The IoT 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. 4 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. ________________________ 1 Cisco Systems, Connected Futures, Executive Business Insights, May 2017, The Journey to IOT Value, Challenges, Breakthroughs, and Best Practices, 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 2 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/ 3 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 4 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 28 Results of Operations For the three months ended June 30, 2024 compared to the three months ended June 30, 2023 Revenue, cost of revenue and gross profit For the three months ended June 30, 2024 For the three months ended June 30, 2023 Increase (Decrease) $ Revenue $ 19,753 $ 215,391 $ (195,638 ) Cost of revenue 31,834 149,259 (117,425 ) Gross Profit (Loss) $ (12,081 ) $ 66,132 $ (78,213 ) Our consolidated gross revenue for the three months ended June 30, 2024 and 2023 was $19,753 and $215,391, respectively. Revenue for the three months ended June 30, 2024 decreased $195,638 due to a sales decrease from our IoT installation service due to a reduction in the number of projects in 2024. Cost of revenue for the three months ended June 30, 2024 was $31,834, compared to $149,259 for the three months ended June 30, 2023. In addition to the decrease in revenue, gross profit (loss) decreased to $(12,081) compared to $66,132 three months ended June 30, 2024 and 2023, respectively. This decrease in revenue was also the result of the sales decrease from our IoT installation services and reduction in the number of active projects in 2024. The major components of our cost and operating expenses for the three months ended June 30, 2024 and 2023 are outlined in the table below: For the three months ended June 30, 2024 For the three months ended June 30, 2023 Increase (Decrease) $ Selling expense $ 35,640 $ 63,075 $ (27,435 ) Compensation – officers and directors 55,255 253,403 (198,148 ) Research and development 296,248 342,992 (46,744 ) Professional fees 354,421 116,565 237,856 General and administrative 625,492 361,583 263,909 Total operating expenses $ 1,367,056 $ 1,137,618 $ 229,438 Selling expenses for the three months ended June 30, 2024 was $35,640, compared to $63,075 for the three months ended June 30, 2023. Selling expense incurred was mainly from third party advertising fees and marketing related fees. The decrease of selling expense was due to a decrease in advertising fees. Compensation – officers and directors were $55,255 and $253,403 for the three months ended June 30, 2024 and 2023, respectively. Research and development costs were $296,248 and $342,992 for the three months ended June 30, 2024 and 2023, respectively. Professional fees were $354,421 during the three months ended June 30, 2024, compared to $116,565 during the three months ended June 30, 2023. The increase in these professional fees compared to the prior period was due to an increase in professional legal fees for prior employment litigation. General and administrative expenses for the three months ended June 30, 2024 was $625,492 compared to $361,583 during the three months ended June 30, 2023. The increase of general and administrative expenses was primarily due to an increase in the number of office employees in 2024. 29 Other Income (expense) Other income for the three months ended June 30, 2024 was $14,031, compared to $53,320 for the three months ended June 30, 2023. The decrease was due to increased interest expense. Net Losses During the three months ended June 30, 2024 and 2023, we incurred net losses of $1,365,106 and $1,018,166 respectively, due to the factors discussed above. For the six months ended June 30, 2024 compared to the six months ended June 30, 2023 Revenue, cost of revenue and gross profit 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. For the Six Months Ended June 30, 2024 Corporate IoT Products IoT Installation Services Total Revenue $ – $ 190,739 $ 48,172 $ 238,911 Cost of revenue – 93,156 158,035 251,191 Gross Profit (Loss) $ – $ 97,583 $ (109,863 ) $ (12,280 ) For the Six Months Ended June 30, 2023 Corporate IoT Products IoT Installation Services Total Revenue $ – $ 78,148 $ 373,338 $ 451,486 Cost of revenue – 56,355 273,648 330,003 Gross Profit $ – $ 21,793 $ 99,690 $ 121,483 For the six months ended June 30, 2024 For the six months ended June 30, 2023 Increase (Decrease) $ Revenue $ 238,911 $ 451,486 $ (212,575 ) Cost of revenue 251,191 330,003 (78,812 ) Gross Profit (Loss) $ (12,280 ) $ 121,483 $ (133,763 ) Our consolidated gross revenue for the six months ended June 30, 2024 and 2023 was $238,911 and $451,486, respectively. Revenue for the six months ended June 30, 2024 decreased $212,575 due to a sales decrease from our IoT installation service due to a reduction in the number of projects in 2024. Cost of revenue for the six months ended June 30, 2024 was $251,191, compared to $330,003 for the six months ended June 30, 2023. In addition to the decrease in revenue, gross profit (loss) decreased to $(12,280) compared to $121,483 six months ended June 30, 2024 and 2023, respectively. 30 The major components of our cost and operating expenses for the six months ended June 30, 2024 and 2023 are outlined in the table below: For the six months ended June 30, 2024 For the six months ended June 30, 2023 Increase (Decrease) $ Selling expense $ 74,925 $ 74,934 $ (9 ) Compensation – officers and directors 112,048 560,937 (448,889 ) Research and development 639,525 619,473 20,052 Professional fees 707,032 373,964 333,068 General and administrative 1,153,137 804,635 348,502 Total operating expenses $ 2,686,667 $ 2,433,943 $ 252,724 Selling expenses for the six months ended June 30, 2024 was $74,925, compared to $74,934 for the six months ended June 30, 2023. Compensation – officers and directors were $112,048 and $560,937 for the six months ended June 30, 2024 and 2023, respectively. Research and development costs were $639,525 and $619,473 for the six months ended June 30, 2024 and 2023, respectively. The increase was due to an increase in the number of research and development patent fees. Professional fees were $707,032 during the six months ended June 30, 2024, compared to $373,964 during the six months ended June 30, 2023. The increase in these professional fees compared to the prior period was due to an increase in professional legal fees for prior employment litigation. General and administrative expenses for the six months ended June 30, 2024 was $1,153,137 compared to $804,635 during the six months ended June 30, 2023. The increase of general and administrative expenses was primarily due to an increase in the number of office employees in 2024. Other Income (expense) Other income for the six months ended June 30, 2024 was $18,244, compared to $180,051 for the six months ended June 30, 2023. The decrease was due to increased interest expense during the period. Net Losses During the six months ended June 30, 2024 and 2023, we incurred net losses of $2,680,703 and $2,132,409 respectively, due to the factors discussed above. Liquidity and Capital Resources Working Capital June 30, 2024 December 31, 2023 Current Assets $ 654,329 $ 1,028,278 Current Liabilities (3,663,741 ) (1,657,646 ) Working Capital $ (3,009,412 ) $ (629,368 ) 31 Cash Flows The table below, for the periods indicated, provides selected cash flow information: For the six months ended June 30, 2024 For the six months ended June 30, 2023 Net cash used in operating activities $ (1,721,946 ) $ (1,606,739 ) Net cash provided by (used in) investing activities (9,743 ) 40,889 Net cash provided by (used in) financing activities 1,326,000 (1,420,686 ) Effect of exchange rate (9,501 ) 1,793 Net change in cash $ (415,190 ) $ (2,984,743 ) Cash Flows from Operating Activities Our net cash outflows from operating activities of $1,721,946 for the six months ended June 30, 2024 was primarily the result of our net loss of $2,680,703 and changes in our operating assets and liabilities offset by the add-back of non-cash expenses. Our net cash outflows from operating activities of $1,606,739 for the six months ended June 30, 2023 was primarily the result of our net loss of $2,132,409 and changes in our operating assets and liabilities offset by the add-back of non-cash expenses. We expect that cash flows from operating activities may fluctuate in future periods as a result of a number of factors, including fluctuations in our net revenues and operating results, utilization of new revenue streams, in line with our shifting revenue streams, collection of accounts receivable, and timing of billings and payments. Cash Flows from Investing Activities For the six months ended June 30, 2024 we had cash outflow from investing activities of $9,743 from the purchase of property and equipment. For the six months ended June 30, 2023, we had cash inflow from investing activities of $40,889. That was primarily the result from the purchase of property and equipment of $17,203, purchase of marketable securities of $43,644, and proceeds from sales of marketable securities of $101,736. Cash Flows from Financing Activities For the six months ended June 30, 2024, we had cash inflows of $1,326,000 due to proceeds from third party and related party loan amount of $1,451,000 and repayment on third party loan amount of $125,000. For the six months ended June 30, 2023, we had cash outflows of $1,420,686 due to purchase of treasury stock. 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 condensed consolidated financial statements. The Company has a net loss of $2,680,703 and $2,132,409 for the six months ended June 30, 2024 and 2023, respectively. In addition, the Company had an accumulated deficit of $25,262,873 and $22,582,170 as of June 30, 2024 and December 31, 2023, respectively, and negative cash flow from operating activities of $1,721,946 and $1,606,739 for the six months ended June 30, 2024 and 2023, 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 unaudited condensed 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. The Company’s independent registered public accounting firm, in its report on the Company’s consolidated financial statements for the year ended December 31, 2023, has also expressed substantial doubt about the Company’s ability to continue as a going concern. 32 At June 30, 2024, the Company had cash and cash equivalents, and short-term investments, in the amount of $40,644. 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 June 30, 2024, the Company has sold its land and buildings which provided additional working capital to the Company. No assurance can be given that 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. Off-Balance Sheet Arrangements As of June 30, 2024, we did not have any off-balance-sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation SK. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item. ITEM 4. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a15(e) and 15d15(e) under the Securities and Exchange Act of 1934, at the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were effective such that the material information required to be included in our Securities and Exchange Commission reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our Company, particularly during the period when this report was being prepared. Our management concluded we did not maintain effective controls over the Company’s financial reporting. The material weaknesses in our internal control over financial reporting, caused principally by inadequate staffing and technical expertise in key positions, resulted in overly relying on outside consultants to make numerous adjustments to our financial statements. Additionally, the significant deficiencies or material weaknesses could result in future material misstatement of the consolidated financial statements that would not be prevented or detected. Management has concluded that the identified control deficiencies constitute a material weakness. Changes in internal control over financial reporting. There were no changes in our internal control over financial reporting during our most recent fiscal quarter that materially affected, or were reasonably likely to materially affect, our internal control over financial reporting. Limitations on the Effectiveness of Internal Controls Disclosure controls and procedures, no matter how well designed and implemented, can provide only reasonable assurance of achieving an entity's disclosure objectives. The likelihood of achieving such objectives is affected by limitations inherent in disclosure controls and procedures. These include the fact that human judgment in decision-making can be faulty and that breakdowns in internal control can occur because of human failures such as simple errors or mistakes or intentional circumvention of the established process. 33 PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS We were not subject to any new legal proceedings during the six months ended June 30, 2024 and there are currently no new legal proceedings, to which we are a party, which could have a material adverse effect on our business, financial condition or operating results. ITEM 1A. RISK FACTORS We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS No shares or common stock were sold during the six months ended June 30, 2024. ITEM 3. DEFAULTS UPON SENIOR SECURITIES No senior securities were issued and outstanding during the six-month periods ended June 30, 2024 or 2023. ITEM 4. MINE SAFETY DISCLOSURES Not applicable to our Company. ITEM 5. OTHER INFORMATION Our common stock trades on the Nasdaq Global Market under the symbol “FCUV.” During the quarter ended June 30, 2024, no director or officer of the Company adopted or terminated a “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. ITEM 6. EXHIBITS AND REPORTS ON FORM 10-Q Exhibits The following financial information is filed as part of this report: (a) (1) FINANCIAL STATEMENTS (2) SCHEDULES (3) EXHIBITS. The following exhibits required by Item 601 to be filed herewith are incorporated by reference to previously filed documents: Exhibit Number Description 31.1 Certification of CEO pursuant to Sec. 302 31.2 Certification of CFO pursuant to Sec. 302 32.1 Certification of CEO pursuant to Sec. 906 32.2 Certification of CFO pursuant to Sec. 906 101.INS XBRL Instances Document 101.SCH XBRL Taxonomy Extension Schema Document 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF XBRL Taxonomy Extension Definition Linkbase Document 101.LAB XBRL Taxonomy Extension Label Linkbase Document 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document 34 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Focus Universal Inc. Dated: August 14, 2024 By: /s/ Desheng Wang Desheng Wang Chief Executive Officer Dated: August 14, 2024 By: /s/ Irving H. Kau Irving H. Kau Chief Financial Officer 35