What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-05-07 compared with 2024-11-07 · 134 added, 320 removed, 311 unchanged (59% of the section changed)

44 unchanged sentences

The Company holds 28 patents and patents pending in various phases of the patent

Our Lusher subsidiary is developing and designing

a software to streamline SEC financial reporting for financial reporting and tax firms.

Currently, we have completed the SEC financial

reporting software in a Microsoft Word format.

Our team is focused on streamlining the entire SEC financial reporting process for SEC

attorneys, PCAOB accounting firms, and other financial reporting professionals.

Our goal is that with a single click, our software automatically

retrieves financial data from external accounting systems and generates consolidated financial statements and SEC reports in WORD, PDF,

HTML, and XBRL formats—all within just a few minutes.

Our developers are trying to eliminate human involvement when it comes to

manually updating the numbers.

This automation is designed to create an error-free, seamless process.

We expect to showcase the software

to public in 2025.

Our securities are currently traded on Nasdaq

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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.

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.

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

However, we believe that our sensors are much more cost effective.

Our software machine auto design team has also

made significant progress during the nine months ending September 30, 2024.

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, our R&D software team

has developed a 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.

For a description of our products and services

offering, please refer to Item 1.

“Business” beginning on page 1 of our Annual Report on Form 10-K for the fiscal year ending

December 31, 2023, filed with the Securities and Exchange Commission on April 1, 2024.

Ubiquitor Wireless Universal Sensor Device

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

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:

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.

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.

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.

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Lusher Corporate Services, One Touch Financial

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

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

Financial reporting is the annual and

quarterly reporting process by which a public company keeps investors aware of a company’s financial condition, allowing them to

have the information they need before making an investment decision.

Because of the depth and nature of the

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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

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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

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

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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

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.

Research and Development Efforts of Power Line

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of PLC technology.

For a description of our products and services

offering, please refer to Item 1.

“Business” beginning on page 1 of our Annual Report on Form 10-K for the fiscal year ending

December 31, 2024, filed with the Securities and Exchange Commission on February 28, 2025.

Research and Development Efforts of 5G Cellular

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“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.

technology” in our Annual Report on Form 10-K filed with the SEC on February 28, 2025.

Intellectual Property Protection

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conjunction with our smartphone application, which we believe will be a completely different product category.

There are many competitors in the SEC Financial

Reporting software space, including Workiva, ActiveDisclosure, Datarails, and Carta.

We believe that our product will be superior because

our pricing will be substantially cheaper than the current competitors in the market.

Also, since it is an integration for common desktop

applications, software implementation maybe potentially rapid, accessible, and straightforward.

IoT Installation Industry

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

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 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.

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)

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

More specifically, the

IoT sensors market is projected to reach $26 billion by 2026 from $11.1 billion in 2022.

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.

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.

The financial reporting software market size was

estimated at 13.9 billion in 2022 and is projected to reach $36.6 billion by 2030.

The expanding demand of software solutions to reduce

the overall cost of compliance and boost efficiency is one of the main reasons the financial reporting software sector is projected to

Results of Operations

For the three months ended September 30, 2024 compared to the

three months ended September 30, 2023

For the three months ended March 31, 2025 compared to the three

months ended March 31, 2024

Revenue, cost of revenue and gross profit

For the three

September 30,

March 31, 2025

For the three

September 30,

March 31, 2024

Cost of revenue

Our consolidated gross revenue for the three months

ended September 30, 2024 and 2023 was $74,215 and $71,854, respectively.

Cost of revenue for the three months ended September 30, 2024

was $42,530, compared to $44,386 for the three months ended September 30, 2023.

In addition to the increase in revenue and decrease cost

of revenue, gross profit increased to $31,685 compared to $27,468 for the three months ended September 30, 2024 and 2023, respectively.

The result is attributed to the Company selling more LED products this year compared to last year, with LED products yielding higher profit

margins than hydroponic products.

ended March 31, 2025 and 2024 was $190,255 and $179,505, respectively.

Cost of revenue for the three months ended March 31, 2025 was $159,711,

compared to $89,206 for the three months ended March 31, 2024.

In addition to the increase in revenue and cost of revenue, gross profit

decreased to $30,544 compared to $90,299 for the three months ended March 31, 2025 and 2024, respectively.

The major components of our cost and operating

expenses for the three months ended September 30, 2024 and 2023 are outlined in the table below:

expenses for the three months ended March 31, 2025 and 2024 are outlined in the table below:

For the three

September 30, 2024

March 31, 2025

For the three

September 30, 2023

March 31, 2024

Selling expense

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Total operating expenses

Selling expenses for the three months ended September

30, 2024 were $30,936, compared to $25,193 for the three months ended September 30, 2023.

Selling expenses were mainly from third party

advertising fees and marketing related fees.

Selling expenses for the three months ended March

31, 2025 were $48,980, compared to $39,285 for the three months ended March 31, 2024.

Selling expenses were mainly from third party advertising

fees and marketing related fees.

The increase in selling expenses was due to an increase in advertising fees.

Compensation – officers and directors were

$575,255 and $267,002 for the three months ended September 30, 2024 and 2023, respectively.

$125,387 and $56,793 for the three months ended March 31, 2025 and 2024, respectively.

Research and development costs were $372,258 and

$305,872 for the three months ended September 30, 2024 and 2023, respectively.

Professional fees were $278,336 during the three

months ended September 30, 2024, compared to $132,914 during the three months ended September 30, 2023.

The increase in these professional

fees compared to the prior period was due to an increase in legal fees for employment litigation defense and SEC securities attorney legal

$343,277 for the three months ended March 31, 2025 and 2024, respectively.

Professional fees were $472,991 during the three months

ended March 31, 2025, compared to $352,611 during the three months ended March 31, 2024.

The increase in these professional fees compared

to the prior period was due to a increase in legal fees for employment litigation defense.

General and administrative expenses for the three

months ended September 30, 2024 was $585,491 compared to $387,764 during the three months ended September 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 three months ended September

30, 2024 was $3,215,560, compared to $62,050 for the three months ended September 30, 2023.

The increase was due to gain on sale of the

Income (loss) from discontinued operations,

Income (loss) from discontinued operations, net

of tax was $(26,748) during the three months ended September 30,2024, compared to $61,194 during the three months ended September 30,2023.

The decrease was due to the discontinued operations of AT Tech Systems LLC in August 2024.

During the three months ended September 30, 2024

and 2023, we incurred net income (loss) of $1,441,927 and $(968,033) respectively, due to the factors discussed above.

For the nine months ended September 30, 2024 compared to the

nine months ended September 30, 2023

Revenue, cost of revenue and gross profit

September 30, 2024

September 30, 2023

Cost of revenue

Our consolidated gross revenue for the nine months

ended September 30, 2024 and 2023 was $264,954 and $238,803, respectively.

Cost of revenue for the nine months ended September 30, 2024

was $127,686, compared to $174,090 for the nine months ended September 30, 2023.

In addition to the increase in revenue and decrease cost

of revenue, gross profit increased to $137,268 compared to $64,713 nine months ended September 30, 2024 and 2023, respectively.

is attributed to the Company selling more LED products this year compared to last year, with LED products yielding higher profit margins

than hydroponic products.

The major components of our cost and operating

expenses for the nine months ended September 30, 2024 and 2023 are outlined in the table below:

September 30, 2024

September 30, 2023

Selling expense

Compensation – officers and directors

Research and development

Professional fees

General and administrative

Total operating expenses

Selling expenses for the nine months ended September

30, 2024 was $96,027, compared to $89,315 for the nine months ended September 30, 2023.

Compensation – officers and directors were

$687,303 and $827,939 for the nine months ended September 30, 2024 and 2023, respectively.

Research and development costs were $948,041 and

$925,345 for the nine months ended September 30, 2024 and 2023, respectively.

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

and development patent fees.

Professional fees were $985,368 during the nine

months ended September 30, 2024, compared to $506,878 during the nine months ended September 30, 2023.

The increase in these professional

fees compared to the prior period was due to an increase in legal fees for employment litigation defense and SEC securities attorney legal

General and administrative expenses for the nine

months ended September 30, 2024 was $1,612,735 compared to $1,160,915 during the nine months ended September 30, 2023.

The increase of

general and administrative expenses was primarily due to an increase in the number of office employees in 2024.

months ended March 31, 2025 was $282,455 compared to $512,239 during the three months ended March 31, 2024.

The increase of general and

administrative expenses was primarily due to the Company received its employee retention credit from internal revenue service in 2025.

Other Income (expense)

Other income for the nine months ended September

30, 2024 was $3,231,253, compared to $240,360 for the nine months ended September 30, 2023.

The increase was due to gain on sale of the

Income (loss) from discontinued operations,

Income (loss) from discontinued operations, net

of tax was $(277,823) during the nine months ended September 30,2024, compared to $104,877 during the nine months ended September 30,2023.

The decrease was due to the Company discontinued operations of AT Tech Systems LLC in August 2024.

During the nine months ended September 30, 2024

and 2023, we incurred net losses of $1,238,776 and $3,100,442 respectively, due to the factors discussed above.

Other income for the three months ended March

31, 2025 was $20,149, compared to $3,072 for the three months ended March 31, 2024.

Loss from discontinued operations, net of tax

Loss from discontinued operations, net of tax was

$0 and $104,763 during the three months ended March 31, 2025 and 2024, respectively.

The decrease was due to the discontinued operations

of AT Tech Systems LLC in August 2024.

During the three months ended March 31, 2025 and

2024, we incurred net loss of $1,251,378 and $1,315,597 respectively, due to the factors discussed above.

Liquidity and Capital Resources

Working Capital

September 30,

Current Assets

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selected cash flow information:

For the nine months ended September 30, 2024

For the nine months ended September 30, 2023

For the three months ended March 31, 2025

For the three months ended March 31, 2024

Net cash used in operating activities

$ (1,220,049 )

Net cash provided by investing activities

Net cash used in investing activities

Net cash provided by (used in) financing activities

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Our net cash outflows from operating activities

of $477,195 for the nine months ended September 30, 2024 was primarily the result of our net loss of $898,776 and changes in our operating

of $1,220,089 for the three months ended March 31, 2025 was primarily the result of our net loss of $1,251,378 and changes in our operating

assets and liabilities offset by the add-back of non-cash expenses, and operating activities from discontinued operations.

Our net cash outflows from operating activities

of $2,603,545 for the nine months ended September 30, 2023 was primarily the result of our net loss of $3,100,442 and changes in our operating

of $892,089 for the three months ended March 31, 2024 was primarily the result of our net loss of $1,315,597 and changes in our operating

assets and liabilities offset by the add-back of non-cash expenses, and operating activities from discontinued operations.

4 unchanged sentences

Cash Flows from Investing Activities

For the nine months ended September 30, 2024 we

had cash inflow from investing activities of $3,950,852 from the purchase of property and equipment of $13,250 and proceeds from sale

of property of $3,964,102.

For the nine months ended September 30, 2023, we had cash inflow from investing activities of $54,472.

was primarily the result from the purchase of property and equipment of $20,294, purchase of marketable securities of $144,907, and proceeds

from sales of marketable securities of $219,673.

For the three months ended March 31, 2025 we had cash

outflow from investing activities of $23,380 from the purchase of property and equipment of $23,380.

For the three months ended March

31, 2024, we had cash outflow from investing activities of $5,044 from the purchase of property and equipment of $5,044.

Cash Flows from Financing Activities

For the nine months ended September 30, 2024,

we had cash inflows of $1,451,000 due to proceeds from third party and related party loan amount of $1,451,000 and repayment on third

party and related party loan amount of $2,376,000, stock issued for placement agent of $1,086,000, and stock issued for private placement

of $1,290,000.

For the nine months ended September 30, 2023, we had cash outflows of $385,686 due to proceeds from related party loan

of $1,000,000 and purchase of treasury stock of $1,385,686.

For the three months ended March 31, 2025, we

had cash outflows of $144,575 due to purchase of treasury stock of $144,575.

For the three months ended March 31, 2024, we had cash inflows

of $550,000 due to proceeds from third party loan of $300,000, proceeds from related party loan of $300,000 and repayment on third party

loan of $50,000.

On November 11, 2024, we entered into a Share

Purchase Agreement with Alumni Capital LP, a Delaware limited partnership.

Pursuant to the Purchase Agreement, we have the right, but

not the obligation to cause Alumni Capital to purchase up to $20,000,000 common stock, par value $0.00001, at certain purchase price during

the period beginning on the execution date of the Agreement and ending on the earlier of (i) the date which Alumni Capital has purchased

$20,000,000 of the Company’s common stock pursuant to the Purchase Agreement or (ii) November 11, 2027.

As of the date of issuance

of the unaudited consolidated financial statement, the Company has only executed a purchase notice for 94,825 shares to Alumni Capital,

based on our Purchase Agreement, dated November 16, 2024, but the Closing Date has not been completed and proceeds have not been received.

Going Concern

1 unchanged sentence

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

has a net loss of $1,238,776 and $3,100,442 for the nine months ended September 30, 2024 and 2023, respectively.

In addition, the Company

had an accumulated deficit of $23,820,946 and $22,582,170 as of September 30, 2024 and December 31, 2023, respectively, and negative cash

flow from operating activities of $3,658,901 and $2,603,545 for the nine months ended September 30, 2024 and 2023, respectively.

has a net loss of $1,251,378 for the three months ended March 31, 2025.

In addition, the Company had an accumulated deficit of $27,033,686

as of March 31, 2025, and negative cash flow from operating activities of $1,220,049 for the three months ended March 31, 2025.

doubt about the Company’s ability to continue as a going concern exists when relevant conditions and events, considered in the aggregate,

1 unchanged sentence

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 September 30, 2024, the Company had cash and cash equivalents, and

short-term investments, in the amount of $5,368,273.

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, before September 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 5.

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.

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

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, 2024, has also expressed substantial doubt about

the Company’s ability to continue as a going concern.

At March 31, 2025, the Company had cash and cash

equivalents, and short-term investments, in the amount of $2,217,268.

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.

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 September 30, 2024, we did not have any off-balance-sheet arrangements,

As of March 31, 2025, we did not have any off-balance-sheet arrangements,

as defined in Item 303(a)(4)(ii) of Regulation SK.

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pronouncements that have been issued that might have a material impact on its financial position or results of operations.

QUANTITATIVE AND QUALITATIVE DISCLOSURES

ABOUT MARKET RISK

AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined

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What changed 10-Q

Item 2. Management’s Discussion and Analysis