FOCUS UNIVERSAL INC. 10-Q

ITEM 1. FINANCIAL STATEMENTS FOCUS UNIVERSAL INC. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Index to the Financial Statements Contents Page Condensed Consolidated Balance Sheets as of September 30, 2025 (unaudited) and December 31, 2024 4 Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2025 and 2024 (unaudited) 5 Condensed Consolidated Statements of Changes in Stockholder’s Equity for the Three and Nine Months Ended September 30, 2025 and 2024 (unaudited) 6 Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024 (unaudited) 8 Notes to the Unaudited Condensed Consolidated Financial Statements 9 3 FOCUS UNIVERSAL INC. CONDENSED CONSOLIDATED BALANCE SHEETS September 30, December 31, 2025 2024 (Unaudited) ASSETS Current Assets: Cash $ 410,884 $ 3,589,318 Accounts receivable, net 7,125 5,584 Inventories, net 138,370 126,071 Prepaid expenses 107,969 100,730 Marketable securities 43,548 24,660 Deposits – current portion 63,181 – Total Current Assets 771,077 3,846,363 Property and equipment, net 71,710 60,485 Operating lease right-of-use asset 37,658 108,270 Deposits – 65,195 Total Assets $ 880,445 $ 4,080,313 LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable and accrued liabilities $ 685,104 $ 702,065 Other current liabilities – 68,204 Lease liability, current portion 20,534 106,706 Total Current Liabilities 705,638 876,975 Non-Current Liabilities: Lease liability, less current portion – 8,114 Total Non-Current Liabilities – 8,114 Total Liabilities 705,638 885,089 Contingencies – – Stockholders' Equity: Common stock, par value $ 0.001 per share, 15,000,000 shares authorized; 7,386,705 and 7,153,647 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively 7,387 7,154 Treasury stock at cost ( 58,038 and 348,968 shares held at September 30, 2025 and December 31, 2024, respectively) ( 249,676 ) ( 1,055,592 ) Additional paid-in capital 30,105,018 30,025,587 Shares to be issued, common shares 52,733 25,573 Accumulated deficit ( 29,705,709 ) ( 25,782,308 ) Accumulated other comprehensive loss ( 34,946 ) ( 25,190 ) Total Stockholders' Equity 174,807 3,195,224 Total Liabilities and Stockholders' Equity $ 880,445 $ 4,080,313 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements 4 FOCUS UNIVERSAL INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED) Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Revenue $ 28,689 $ 74,215 $ 254,274 $ 264,954 Cost of revenue 30,301 42,530 237,754 127,686 Gross profit (loss) ( 1,612 ) 31,685 16,520 137,268 Operating expenses Selling expense 2,374 30,936 58,774 96,027 Compensation - officers and directors 124,981 575,255 375,725 687,303 Research and development 288,078 308,516 1,127,633 948,041 Professional fees 321,917 278,336 1,224,063 985,368 General and administrative 441,414 585,491 1,224,988 1,612,735 Total operating expenses 1,178,764 1,778,534 4,011,183 4,329,474 Loss from operations ( 1,180,376 ) ( 1,746,849 ) ( 3,994,663 ) ( 4,192,206 ) Other income (expense): Interest income, net 5,747 14,001 39,765 2,653 Interest (expense) - related party – – – ( 89,098 ) Gain on disposed of property – 3,181,706 – 3,181,706 Unrealized gain (loss) on marketable equity securities 4,135 ( 537 ) 18,888 ( 9,692 ) Rental income – 13,849 – 96,541 Other income, net 4,119 6,541 12,609 49,143 Total other income 14,001 3,215,560 71,262 3,231,253 Income (loss) from continuing operations ( 1,166,375 ) 1,468,711 ( 3,923,401 ) ( 960,953 ) Income (loss) from discontinued operations, net of tax – ( 26,784 ) – ( 277,823 ) Net loss $ ( 1,166,375 ) $ 1,441,927 $ ( 3,923,401 ) $ ( 1,238,776 ) Other comprehensive items Foreign currency translation income (loss) 677 ( 2,735 ) ( 9,756 ) ( 11,011 ) Total comprehensive loss $ ( 1,165,698 ) $ 1,439,192 $ ( 3,933,157 ) $ ( 1,249,787 ) Basic net income loss per share: Continuing operations $ ( 0.16 ) $ 0.22 $ ( 0.54 ) $ ( 0.15 ) Discontinued operations – ( 0.00 ) – ( 0.04 ) Basic net loss per share $ ( 0.16 ) $ 0.22 $ ( 0.54 ) $ ( 0.19 ) Weighted Average Number of Common Shares Outstanding: Basic and Fully Diluted 7,357,465 6,572,483 7,260,223 6,512,469 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 NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024 (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 – June 30, 2025 7,218,838 $ 7,219 $ ( 173,838 ) $ 29,564,293 $ 22,864 $ ( 28,539,334 ) $ ( 35,623 ) $ 845,581 Stock based compensation - options – – – 10,284 – – – 10,284 Stock based compensation - shares – – – 89,332 29,869 – – 119,201 Purchase of treasury stock – – ( 75,838 ) – – – – ( 75,838 ) Stock issued for cash 167,867 168 – 441,109 – – – 441,277 Other comprehensive income – – – – – – 677 677 Net loss – – – – – ( 1,166,375 ) – ( 1,166,375 ) Balance – September 30, 2025 7,386,705 $ 7,387 $ ( 249,676 ) $ 30,105,018 $ 52,733 $ ( 29,705,709 ) $ ( 34,946 ) $ 174,807 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 – June 30, 2024 6,486,776 $ 6,487 $ ( 385,686 ) $ 26,807,599 $ 15,968 $ ( 25,262,873 ) $ ( 21,840 ) $ 1,159,655 Stock based compensation - options – – – 36,995 – – – 36,995 Stock based compensation - shares – – – 89,335 4,480 – – 93,815 Stock issued for placement agent 375,000 375 – 1,085,625 – – – 1,086,000 Stock issued for private placement 430,000 430 – 1,289,570 – – – 1,290,000 Retirement of treasury stock ( 3,000 ) ( 3 ) 48,362 ( 48,359 ) – – – – Stock based compensation related to discount on shares sold to related parties – – – 340,000 – – – 340,000 Other comprehensive loss – – – – – – ( 2,735 ) ( 2,735 ) Net income – – – – – 1,441,927 – 1,441,927 Balance – September 30, 2024 7,291,776 $ 7,292 $ ( 385,686 ) $ 29,649,124 $ 20,448 $ ( 23,820,946 ) $ ( 24,575 ) $ 5,445,657 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, 2024 7,153,647 $ 7,154 $ ( 1,055,592 ) $ 30,025,587 $ 25,573 $ ( 25,782,308 ) $ ( 25,190 ) $ 3,195,224 Stock based compensation - options – – – 30,852 – – – 30,852 Stock based compensation - shares 10,053 10 – 281,892 27,160 – – 309,062 Purchase of treasury stock – – ( 249,675 ) – – – – ( 249,675 ) Stock split rounding up 309,281 309 – ( 309 ) – – – – Retirement of treasury stock ( 348,968 ) ( 349 ) 1,055,591 ( 1,055,242 ) – – – – Stock issued for cash 262,692 263 – 822,238 – – – 822,501 Other comprehensive loss – – – – – – ( 9,756 ) ( 9,756 ) Net loss – – – – – ( 3,923,401 ) – ( 3,923,401 ) Balance – September 30, 2025 7,386,705 $ 7,387 $ ( 249,676 ) $ 30,105,018 $ 52,733 $ ( 29,705,709 ) $ ( 34,946 ) $ 174,807 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 6,477,182 $ 6,477 $ ( 434,048 ) $ 26,494,455 $ 74,476 $ ( 22,582,170 ) $ ( 13,564 ) $ 3,545,626 Stock based compensation - options – – – 110,985 – – – 110,985 Stock based compensation - shares 12,594 13 – 376,848 ( 54,028 ) – – 322,833 Retirement of treasury stock ( 3,000 ) ( 3 ) 48,362 ( 48,359 ) – – – – Stock issued for placement agent 375,000 375 – 1,085,625 – – – 1,086,000 Stock issued for private placement 430,000 430 – 1,289,570 – – – 1,290,000 Stock based compensation related to discount on shares sold to related parties – – – 340,000 – – – 340,000 Other comprehensive loss – – – – – – ( 11,011 ) ( 11,011 ) Net loss – – – – – ( 1,238,776 ) – ( 1,238,776 ) Balance – September 30, 2024 7,291,776 $ 7,292 $ ( 385,686 ) $ 29,649,124 $ 20,448 $ ( 23,820,946 ) $ ( 24,575 ) $ 5,445,657 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 Nine Months Ended September 30, 2025 2024 Cash flows from operating activities: Net Loss $ ( 3,923,401 ) $ ( 1,238,776 ) Adjustments to reconcile net loss to net cash from operating activities: Gain on sale of building – ( 3,181,706 ) Bad debt expense – 4,459 Inventory reserve 1,644 – Depreciation expense 17,231 72,738 Unrealized (gain) and loss on marketable equity securities ( 18,888 ) 9,692 Stock-based compensation – shares 309,062 322,833 Stock based compensation related to discount on shares sold to related parties – 340,000 Stock based compensation – options 30,852 110,985 Changes in operating assets and liabilities: Accounts receivable ( 1,541 ) 9,069 Inventories ( 13,943 ) ( 196,749 ) Other receivable – 20,407 Deposit 2,604 ( 41,435 ) Prepaid expenses ( 6,665 ) ( 36,480 ) Operating lease right-of-use asset 72,298 65,364 Accounts payable and accrued liabilities ( 14,347 ) 114,831 Other current liabilities ( 68,204 ) ( 6,496 ) Lease liabilities ( 95,806 ) ( 80,523 ) Other liabilities – ( 12,335 ) Net cash flows used in operating activities from continuing operations ( 3,709,104 ) ( 3,724,122 ) Net cash flows provided by operating activities from discontinued operations – 65,221 Net cash flows used in operating activities ( 3,709,104 ) ( 3,658,901 ) Cash flows from investing activities: Purchase of property and equipment ( 27,318 ) ( 13,250 ) Proceeds from sale of property – 7,145,808 Net cash flows provided by (used in) investing activities ( 27,318 ) 7,132,558 Cash flows from financing activities: Proceeds from third party loan – 350,000 Proceeds from related party loan – 1,101,000 Repayment on related party loan – ( 2,101,000 ) Repayment on third party loan – ( 275,000 ) Stock issued for placement agent – 1,086,000 Stock issued for private placement 822,501 1,290,000 Purchases of treasury stock ( 249,675 ) – Net cash flows provided by financing activities 572,826 1,451,000 Effect of exchange rate ( 14,838 ) ( 11,681 ) Net change in cash ( 3,178,434 ) 4,912,976 Cash beginning of period 3,589,318 428,254 Cash end of period $ 410,884 $ 5,341,230 Supplemental cash flow disclosure: Cash paid for income taxes $ 3,807 $ – Cash paid for interest $ – $ 112,038 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 NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024 (UNAUDITED) Note 1 – Organization and Operations Focus Universal Inc. (“Focus” or 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. Focus Universal Inc. 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 28 patents and patents pending in various phases and 8 trademarks 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, product development timelines and energy usage while increasing range, speed, efficiency, and security of the IoT and 5G networks. The smartphone or other mobile device serves as the foundation, where the user can see the sensor readouts and together with the Ubiquitor device, performs the functions of multiple traditional scientific and engineering instruments. The Company believes this product could replace traditional, wired stand-alone instruments at a fraction of their cost. The Company has multiple subsidiaries, including Perfecular Inc. (“Perfecular”), AVX Design & Integration, Inc. (“AVX,” also doing business as Smart AVX (“Smart AVX”)), Focus Universal (Shenzhen) Technology Company LTD (“Focus Shenzhen”), Lusher Bioscientific, Inc. and Lusher, Inc. (together “Lusher”), and until August, 2024, AT Tech Systems LLC (“AT Tech LLC”), which activities’ have since been discontinued. Perfecular, a wholly owned subsidiary of Focus, was founded in September 2009 and is headquartered in Ontario, California, and is engaged in designing certain digital sensor products and sells 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 to source products and build relationships with manufacturers in China and as a lower cost form of support, research and development as engineers abound in China. On January 5, 2022, the Company founded a wholly owned subsidiary named Lusher Bioscientific. On 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. AT Tech Systems was a subsidiary of Focus and specialized in commercial and industrial smart IoT installation projects in areas throughout Southern California. 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 team members. The Company discontinued operations of AT Tech Systems on August 21, 2024, with a termination cost of $ 22,000 and is now presenting these operations as discontinued. (See Note 8) 9 Note 2 – Summary of Significant Accounting Policies Basis of Presentation The unaudited condensed financial statements of the Company for the three and nine months ended September 30, 2025 and 2024 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, 2024 was derived from the audited financial statements included in the Company’s financial statements as of and for the years ended December 31, 2024 and 2023 contained in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission, or the SEC, on February 28, 2025. 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, until August of 2024, 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”). 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 assumptions 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. 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 September 30, 2025 and December 31, 2024, allowance for doubtful accounts amounted to $ 278,201 and $ 278,201 , 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. 10 Major customers For the three months ended of September 30, 2025 and 2024, the Company’s revenue received from the following companies were set out as below: Schedule of concentrations of credit risk Three months ended September 30, 2025 2024 Amount % of Total Revenue Amount % of Total Revenue Customer A $ 28,500 99 % $ – – Customer B – – 37,981 51 % Customer C – – 18,923 25 % For the nine months ended of September 30, 2025 and 2024, the Company’s revenue received from the following companies were set out as below: Nine months ended September 30, 2025 2024 Amount % of Total Revenue Amount % of Total Revenue Customer A $ 132,531 52 % $ – – Customer D 80,942 32 % – – Customer E 26,019 10 % – – Customer F – – 69,325 26 % Customer G – – 51,761 20 % Customer H – – 37,981 14 % Major Vendors One major vendor accounted for more than 76 % of our total purchases during the nine months ended September 30, 2025 and no major vendor accounted more than 10% of total purchase during the nine months ended September 30, 2024. 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. 11 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. The following table summarizes financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2025 and December 31, 2024: Schedule of fair value of assets and liabilities measured on recurring basis September 30, 2025 (unaudited) Fair Value Carrying Level 1 Level 2 Level 3 Value Assets Marketable securities: Stock $ 43,548 $ – $ – $ 43,548 Total assets measured at fair value $ 43,548 $ – $ – $ 43,548 December 31, 2024 Fair Value Carrying Level 1 Level 2 Level 3 Value Assets Marketable securities: Stock $ 24,660 $ – $ – $ 24,660 Total assets measured at fair value $ 24,660 $ – $ – $ 24,660 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 nine months ended September 30, 2025 and 2024 was comprised of foreign currency translation adjustments. 12 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. 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. The Company discontinued operations of AT Tech Systems in August 2024, and added the operations of Lusher to service the financial reporting software sector, so the Company currently retains two operating and reportable segments which are (1) Perfecular and Lusher and (2) Corporate and IoT Products. Software Development Costs In accordance with ASC 985-20, Costs of Software to Be Sold, Leased, or Marketed, the Company expenses software development costs as research and development until technological feasibility is established. Technological feasibility is established when the Company has completed all planning, designing, coding, and testing activities that are necessary to establish that the product can be produced to meet its design specifications, including functions, features, and performance requirements. Costs incurred prior to the establishment of technological feasibility are expensed as research and development. Subsequent to achieving technological feasibility, and until the product is available for general release, the Company will capitalize qualifying development costs, which primarily include payroll and related costs for employees directly involved in coding and testing, fees paid to third-party developers, and other direct costs incurred to complete the software product. Capitalization ceases when the product is ready for release. Capitalized software development costs will be amortized on a product-by-product basis using the greater of (i) the ratio of current gross revenues to total anticipated gross revenues or (ii) the straight-line method over the estimated economic life of the product, generally three to five years. Amortization expense will be included in cost of revenues. Capitalized software will be reviewed for impairment when indicators of loss are present. The Company has not capitalized any of its software costs to date, though it believes it has the technological resources required to successfully develop. We now believe we have met technological feasibility in both the IoT and financial software products internally, and as evidenced by our subsequent news releases. The final versions of these products have been shown to the Company’s existing customer base prior to their general release. The Company plans to capitalize certain costs incurred related to the development of both the IoT and financial software products until the general release of those products. 13 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 Fully 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. Fully 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, unless these shares are covered by anti-dilutive protections. The denominator comprises the Company’s weighted average number of outstanding shares to extent the related shares are dilutive and, if dilutive, and other contracts to issue shares of common stock and stock options. As a result, they are included in the fully diluted EPS computation to the extent that the effect would be dilutive. As of each period end, all 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 Nine Months Ended September 30, 2025 2024 Stock options 76,137 62,637 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. 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 foreign currency Average Rate for the Nine Months Ended September 30, 2025 2024 (Unaudited) (Unaudited) China Yuan (RMB) RMB 7.2197 RMB 7.1843 United States Dollar ($) $ 1.0000 $ 1.0000 Exchange Rate at September 30, 2025 December 31, 2024 (Unaudited) China Yuan (RMB) RMB 7.198 RMB 7.2975 United States Dollar ($) $ 1.0000 $ 1.0000 14 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 $ 3,923,401 for the nine months ended September 30, 2025. In addition, the Company had an accumulated deficit of $ 29,705,709 as of September 30, 2025, and negative cash flow from operating activities of $ 3,709,104 for the nine months ended September 30, 2025. 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 condensed 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, 2024, has also expressed substantial doubt about the Company’s ability to continue as a going concern. At September 30, 2025, the Company had cash and cash equivalents, and short-term investments, in the amount of $ 454,432 . Subsequent to September 30, 2025, the Company raised $ 6,000,000 through the sale of shares of its Preferred Stock. (Note 10) 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, such financing may bring about 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. 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. Note 3 – Recent Accounting Pronouncement In November 2024, FASB issued ASU 2024-03 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) Disaggregation of Income Statement Expenses. The guidance in ASU 2024-03 requires public business entities to disclose in the notes to the financial statements, among other things, specific information about certain costs and expenses including purchases of inventory; employee compensation; and depreciation and amortization expense for each caption on the income statement where such expenses are included. The update is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted, and the amendments may be applied prospectively to reporting periods after the effective date or retrospectively to all periods presented in the financial statements. We are currently evaluating the provisions of this guidance and assessing the potential impact on our financial statement disclosures. 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 September 30, 2025 and December 31, 2024, inventory consisted of the following: Schedule of inventory September 30, 2025 December 31, 2024 Finished goods $ 351,028 $ 337,085 Less: Inventory reserve ( 212,658 ) ( 211,014 ) Inventory $ 138,370 $ 126,071 15 Note 5 – Property and Equipment At September 30, 2025 and December 31, 2024, property and equipment consisted of the following: Schedule of property and equipment September 30, 2025 December 31, 2024 Building improvement $ 14,620 $ 14,620 Furniture and fixtures 42,404 42,033 Equipment 166,772 137,966 Software 1,995 1,995 Total cost 225,791 196,614 Less accumulated depreciation ( 154,081 ) ( 136,129 ) Property and equipment, net $ 71,710 $ 60,485 Depreciation expense for the nine months ended September 30, 2025 and 2024 amounted to $ 17,231 and $ 72,738 , respectively. Note 6 – Leases Operating Leases 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 RMB 29,974 (approximately $4,172) 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 RMB 35,246 (approximately $4,906) 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 terms, which is 10%. Lease expense for the lease is recognized on a straight-line basis over the lease term. 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 September 30, 2025 and December 31, 2024, operating lease right-of use assets and lease liabilities were as follows: Schedule of operating lease right of use assets and lease liabilities September 30, 2025 December 31, 2024 Operating lease right-of-use assets, net $ 37,658 $ 108,270 Lease liabilities, current portion $ 20,534 $ 106,706 Lease liabilities, less current portion $ – $ 8,114 Lease term and discount rate: Schedule of lease term and discount rate September 30, 2025 December 31, 2024 Weighted average remaining lease term: Operating lease 0.33 to 0.50 years 1.08 to 1.25 years Weighted average discount rate: Operating lease 10 % 10 % 16 The minimum future lease payments are as follows: Schedule of minimum future lease payments Amount Year ending December 31, 2025 $ 13,518 Year ending December 31, 2026 8,215 Total minimum lease payment 21,733 Less: imputed interest ( 1,199 ) Present value of future minimum lease payments $ 20,534 Short Term Leases 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 which was due upon execution of the lease. The Company entered into a First Lease Amendment on March 21, 2025, extending the lease until January 31, 2026, with no other changes to the original terms. The Company recorded an operating lease expense of $ 256,733 and $ 146,523 for the nine months ended September 30, 2025 and 2024, respectively. This is included in general and administrative expenses. Note 7 – Stockholders’ Equity Common stock On January 31, 2025, we effected a 10 for 1 reverse stock split of the Company’s authorized stock, and issued and outstanding shares of Common Stock by filing a Certificate of Change pursuant to pursuant to Nevada Revised Statutes (“NRS”) Section 78.209. As a result of the reverse split, the Company is authorized to issue 15,000,000 common shares (the Company’s authorized common shares were reduced in the same ratio (10-for-1) as its outstanding Common Stock shares were reduced). All share and per share amounts were retroactively adjusted to reflect this split as if it occurred at the earliest period presented. An additional 309,281 common stock shares were included in the Company’s issued and outstanding shares as a result of rounding-up fractional shares into whole shares as a result of the reverse stock split. On November 16, 2024, we entered into a Securities Purchase Agreement (the “Agreement”) with Alumni Capital LP, a Delaware limited partnership. Pursuant to the Agreement, we have the right, but not the obligation to cause Alumni Capital LP to purchase up to $20,000,000 common stock, par value $0.001, 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 LP has purchased $20,000,000 of the Company’s common stock pursuant to the Agreement or (ii) November 16, 2027. Pursuant to this Agreement, on April 28, 2025, Alumni Capital LP purchased 94,825 shares of our common stock for $ 381,224 . The price for these shares was $4.02 based on a 9% discount of the lowest of the 5-day VWAP of $4.41 from the closing date on May 6, 2025, accessible via the Bloomberg terminal. On July 15, 2025, and July 18, 2025, Alumni Capital LP purchased 25,000 and 142,867 of our common shares for $ 86,995 and $ 354,282 , respectively. The price for these shares was $4.02 based on a 9% discount of the lowest of the 5-day VWAP of $4.41 from the closing date on July 15, 2025, accessible via the Bloomberg terminal. Therefore, as of the date of issuance of the unaudited consolidated financial statements, the Company has only executed a purchase notice for an aggregate 262,692 shares to Alumni Capital LP, based on this Agreement, and the aggregate proceeds of $ 822,501 have been received and recorded for the period ended September 30, 2025. Treasury stock During the nine months ended September 30, 2025, the Company repurchased 58,038 shares of its common stock for $ 249,675 in the public market at average price of $4.30 and placed them in treasury. In the same period, the Company retired 348,968 shares of its common stock previously repurchased $ 1,055,591 . As of September 30, 2025 and December 31, 2024, 58,038 and 348,968 shares remain as treasury shares, respectively. These were all purchased as part of publicly announced plans or program, as also noted in the Annual Report on Form 10-K for the year ended December 31, 2024. 17 Employee compensation 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 September 30, 2025, 4,953 shares with a fair value of $ 13,905 that previously vested were issued. During the period ended September 30, 2024, an aggregate of 7,494 shares with a fair value of $ 48,564 vested and were recognized as compensation costs. As of September 30, 2025, 20,723 shares of common stock with a fair value of $ 52,733 remain vested but not issued. On February 11, 2022 (the “Vesting Date”), the Company entered into a restricted stock award agreements (the “Award Agreement”) with eight employees for 42,000 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. During the periods ended September 30, 2025 and 2024, 5,100 shares of common stock vested and the Company amortized $ 268,005 of this amount leaving an unamortized balance of $ 446,675 at September 30, 2025. As of September 30, 2025, 20,400 of the shares had vested. Stock options On January 2, 2025, each member of the Board was granted 2,250 options to purchase shares at $ 3.45 per share with a fair value of $ 6,854 . The options vest monthly over one (1) year, and may be exercised during a 10 -year term. In the aggregate, 13,500 options were granted with a fair value of $ 41,124 . During the nine months ended September 30, 2025, the Company recognized $ 30,852 of compensation cost relating to the vesting of these options and $ 10,272 remained unvested which will be amortized over the remainder of 2025. For the nine months ended September 30, 2025 and 2024, the Company’s stock option compensation expenses amounted to $ 30,852 and $ 110,985 , 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 September 30, 2025 Risk-free interest rate 3.45 % Expected life of the options 5.5 years Expected volatility 128.40 % Expected dividend yield 0 % The following is a summary of the option activity from December 31, 2024 to September 30, 2025: Schedule of option activity Number of Options Weighted average exercise price Weighted Average Remaining Contractual Life Aggregate Intrinsic Value Outstanding at December 31, 2024 62,637 $ 35.96 6.74 – Granted 13,500 $ 3.45 – – Exercised – – – – Cancelled or forfeited – – – – Outstanding at September 30, 2025 76,137 $ 30.20 6.83 – Exercisable as of September 30, 2025 72,762 $ 31.44 6.70 – Based on the closing fair market value of $3.09 per share on September 30, 2025, intrinsic value of $ 0 was attributed to exercisable but not exercised common stock options at September 30, 2025. 18 Note 8 – Discontinued Operation 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. The Company discontinued operations of AT Tech Systems on August 21, 2024 with a termination cost of $ 22,000 . The income (loss) from discontinued operations presented in the statement of operations for the three months ended September 30, 2025 and 2024 as follows: Schedule of discontinued operations Three Months Ended September 30, 2025 2024 Revenue $ – $ 2,600 Cost of Revenue – 29,079 Gross Loss – ( 26,479 ) Operating Expenses: General and administrative – 1,648 Total Operating Expenses – 1,648 Loss from Operations – ( 28,127 ) Other Income (Expense): Other income, net – 1,343 Total other income, net – 1,343 Net Loss $ – $ ( 26,784 ) The income (loss) from discontinued operations presented in the statement of operations for the nine months ended September 30, 2025 and 2024 as follows: Nine Months Ended September 30, 2025 2024 Revenue $ – $ 50,772 Cost of Revenue – 195,114 Gross Loss – ( 144,342 ) Operating Expenses: General and administrative – 136,985 Total Operating Expenses – 136,985 Loss from Operations – ( 281,327 ) Other Income (Expense): Other income, net – 3,504 Total other income, net – 3,504 Net Loss $ – $ ( 277,823 ) Total operating cash flows from discontinued operations were $ 0 and $ 65,221 respectively, for the nine months ended September 30, 2025 and 2024. 19 Note 9 – Segment Reporting The Company currently has two operating segments. 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. (1) AVX and Smart AVX (inclusive of the smart IoT Products sales under Smart AVX) cooperatively run our “LED and IoT Installation Services” segment, which handles our LED and IoT installation and management business specializing in high performance and easy to use LED and display systems, audio/video systems, home theaters, lighting control, automation, and integration. This includes the Focus and Focus Shenzhen collectively operate our “Corporate and R&D” segment focused on R&D development for the IoT, 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 that spread across all functional categories and research and development of these IoT technology products and of our smart products into the commercial and home automation sectors. (2) Perfecular and Lusher jointly operate the SEC Financial Software segment, which involves the development, marketing, and production of our SEC Financial Reporting AI-Driven Automation Software package and also includes our universal smart instruments and devices in the hydroponic and controlled agriculture segments. Asset information by operating segment is not presented as the Chief Executive Officer does not review this information by segment. The reporting segments follow the same accounting policies used in the preparation of the Company’s consolidated financial statements. The management team reviews financial information on a consolidated level and allocates resources based on net loss, which also serves as the key metric for evaluating financial performance. The following tables summarize the financial information of each operating segment of the Company for the nine months ended September 30, 2025: Schedule of segment reporting For the Nine Months ended September 30, 2025 Perfecular & Lusher Corporate & IoT Total Revenue $ 26,019 $ 228,255 $ 254,274 Cost of revenue 21,835 215,919 237,754 Gross profit 4,184 12,336 16,520 Operating expenses Selling expense 1,165 57,609 58,774 Compensation – officers and directors – 375,725 375,725 Research and development 441,507 686,126 1,127,633 Professional fees – 1,224,063 1,224,063 General and administrative 2,524 1,222,464 1,224,988 Total operating expense 445,196 3,565,987 4,011,183 Loss from operations ( 441,012 ) ( 3,553,651 ) ( 3,994,663 ) Total other income 1 71,261 71,262 Net loss $ ( 441,011 ) $ ( 3,482,390 ) $ ( 3,923,401 ) 20 The following tables summarize the financial information of each operating segment of the Company for the nine months ended September 30, 2024: For the Nine Months ended September 30, 2024 Perfecular & Lusher Corporate & IoT Total Revenue $ 21,039 $ 243,915 $ 264,954 Cost of revenue 23,343 104,343 127,686 Gross profit (loss) ( 2,304 ) 139,572 137,268 Operating expenses Selling expense 24,667 71,360 96,027 Compensation – officers and directors – 687,303 687,303 Research and development 111,600 836,441 948,041 Professional fees – 985,368 985,368 General and administrative 18,077 1,594,658 1,612,735 Total operating expense 154,344 4,175,130 4,329,474 Loss from operations ( 156,648 ) ( 4,035,558 ) ( 4,192,206 ) Total other income 1,329 3,229,924 3,231,253 Loss from discontinued operations – ( 277,823 ) ( 277,823 ) Net loss $ ( 155,319 ) $ ( 1,083,457 ) $ ( 1,238,776 ) Note 10 – Subsequent Events On September 15, 2025, the Company’s Board and a majority of stockholders approved through a written consent an amendment and restatement of our Articles of Incorporation to increase the number of shares we are authorized to issue to 1,000,000,000 shares of common stock, par value $0.001 per share (“Common Stock”) and 100,000,000 shares of preferred stock, par value $0.001 per share (“Preferred Stock”) (the “Amended and Restated Articles”). The Company intends to file the Amended and Restated Articles with the Secretary of State of the State of Nevada on or around November 17, 2025, as described in the 14C Information Statement filed on October 27, 2025. As described in the 14C Information Statement filed on October 27, 2025, on October 2, 2025 and October 10, 2025, the Company’s Board and a majority of stockholders, respectively, through a written consent, authorized (1) management to use their discretion to consider the adoption of one or more digital asset treasury strategies; (2) the issuance of up to $250 million in securities in one or more non-public offerings provided that (a) the total aggregate consideration for securities we issue will not exceed $250 million (or 250 million shares of Common Stock issued directly or on conversion of a convertible security), (b) the maximum discount at which securities (which may consist of shares of Common Stock or securities convertible into Common Stock) will be equivalent to no more than a discount of 30% to the market price of our Common Stock at the date of issuance, (c) such offerings will occur, if at all, on or before the date that is 90 days following the date of the 14C Information Statement, (d) such other terms as our Board shall deem to be in the best interests of the Company and its stockholders, not inconsistent with the foregoing; and (3) an amendment to our Articles of Incorporation to effect a potential reverse stock split of our Common Stock any time prior to the first anniversary of the stockholders’ approval at a maximum ratio of 200-to-1, with the exact ratio to be determined at the discretion of the Board. 21 On October 15, 2025, the Company entered into a Series A Preferred Stock Purchase Agreement with the Chairman of the Board and one of our shareholders pursuant to which we agreed to issue 500,000 and 250,000 shares of Series A Convertible Preferred Stock, par value $0.001 per share, at a price of $4.00 per share, for an aggregate purchase price of $2,000,000 and $1,000,000, respectively. The Company received the proceeds of $2,000,000 and $1,000,000 on October 17, 2025, and October 31, 2025, respectively. On October 21, 2025, the Company filed a Certificate of Designation of Series A Preferred Stock (“ Series A Designation ”) that had the effect of designating 1,000,000 shares of its 5,000,000 authorized shares of preferred stock as Series A Preferred Stock. The Series A Designation as filed with the Secretary of State of Nevada is included as Exhibit 3.1 in the Current Report on Form 8-K , filed on October 27, 2025. On October 20, 2025, the Company filed a Certificate of Designation of Series B Preferred Stock (“ Series B Designation ”) that had the effect of designating 15,000 shares of its 5,000,000 authorized shares of preferred stock as Series B Convertible Preferred Stock. The Series B Designation as filed with the Secretary of State of Nevada is included as Exhibit 3.2 in the Current Report on Form 8-K , filed on October 27, 2025. On October 22, 2025, the Company entered into a Series B Preferred Stock Purchase Agreement with Spartan Capital Securities, LLC, pursuant to the terms and conditions of the Series B Agreement, the Investors committed to purchase up to $7,000,000 or 8,236 shares (the “Commitment Amount”) of the Company’s Series B Convertible Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”) at a price per share of $850.00 (the “Series B Private Placement”), which represents a 15% original issuance discount. There will be three Closings: (i) $3,000,000 for the purchase of the Series B Preferred Stock funded at the Initial Closing; (ii) $1,000,000 for the purchase of the Series B Preferred Stock funded on the date the Company files, (a) the Registration Statement on Form S-1 required by and pursuant to the Registration Rights Agreement and (b) the Information Statement with the SEC; and (iii) $3,000,000 for the purchase of the Series B Preferred Stock funded within two (2) Business Days after (a) such Registration Statement is declared effective by the SEC and (b) the Information Statement has become effective under Rule 14c-2. The Company received the initial proceeds of $3,000,000 on October 23, 2025. 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. 22