What changed in this filing

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Item 1. Business

2026-03-31 compared with 2025-02-28 · 98 added, 121 removed, 564 unchanged (28% of the section changed)

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to 150,000,000.

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).

On January 28, 2025, the Company filed a Certificate

Change pursuant to Nevada Revised Statutes (“NRS”) 78.209 with the Secretary of State of the State of Nevada to effect a 1-for-10

reverse stock split of the Company’s (i) authorized Common Stock shares and (ii) issued and outstanding Common Stock shares.

reverse stock split became effective on January 31, 2025.

All shares of Common Stock, options, warrants and securities convertible or

exercisable into Common Stock have been adjusted to give retroactive effect to this reverse stock split for all periods presented.

a result of the reverse split, the Company was authorized to issue 15,000,000 shares of Common Stock.

On September 8, 2025, the Company filed its Second

Amendment and Restatement to its Articles of Incorporation to increase the total number of its authorized capital stock to 30,000,000

shares with 25,000,000 shares designated as Common Stock and 5,000,000 shares designated as preferred stock.

On October 20, 2025, the Company filed a Certificate

of Designation of Series B Preferred Stock (the “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.

On October 21, 2025, the Company filed a Certificate

of Designation of Series A Preferred Stock (the “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.

On November 17, 2025, the Company increased the

total number of authorized capital stock from 30,000,000 shares to 1,100,000,000 shares and designated 1,000,000,000 shares as Common

Stock and designated 100,000,000 shares as preferred stock by filing a Third Amendment and Restatement to the Articles of Incorporation.

On December 5, 2025, the Company filed an amendment

and restatement to the Series B Designation (the “Amended Series B Designation”) that provided for (i) a fixed floor price,

adjusted in the event if reverse splits and/or subdivisions, (ii) the method of calculating the conversion price in the event of a reverse

splits and/or subdivisions and (iii) grant of redemption rights to the holders of Series B Convertible Preferred Stock.

On February 9, 2026, the Company effected a reverse

stock split of its outstanding common stock on a 1-for-10 basis.

No adjustment was made to the Company’s authorized shares of capital

As such, the Company’s authorized capital stock consists of 1,000,000,000 shares of Common Stock and 100,000,000 shares of

preferred stock with 1,000,000 shares of preferred stock designated as Series A Preferred Stock and 15,000 shares of preferred stock designated

as Series B Convertible Preferred Stock.

Our principal executive offices are located at

2311 East Locust Court, Ontario, CA 91761.

1515 W Cameron Avenue, Ste.

210, West Covina, CA 91790.

Our telephone number is (626) 272-3883, and our website is www.focusuniversal.com.

and the information contained therein, or connected thereto, are not intended to be incorporated into this Annual Report.

Our website and the information contained therein, or connected thereto, are not intended to be incorporated into this Annual Report.

Our current focus is on commercializing our universal

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Other than our financial reporting software, the

technologies, products and services that we have developed, and are currently developing have significant applications on the IoT.

IoT refers to the overarching network created by billions of internet-compatible devices and machines that share data and information

As the sophistication of both hardware and software in the consumer electronics industry skyrockets, an increasing share of

the electronic devices produced around the world are manufactured with internet connectivity.

Forecasts suggest that by 2030, around 50

billion of these IoT devices will be in use worldwide, creating a massive web of interconnected devices spanning everything from smartphones

to kitchen appliances.

technologies, products and services that we have developed, and are currently developing, we believe will have significant applications

in the IoT industry.

The IoT refers to the overarching network created by billions of internet-compatible devices and machines that share

data and information worldwide.

As the sophistication of both hardware and software in the consumer electronics industry skyrockets, an

increasing share of the electronic devices produced around the world are manufactured with internet connectivity.

Forecasts suggest that

by 2030, around 50 billion of these IoT devices will be in use worldwide, creating a massive web of interconnected devices spanning everything

from smartphones to kitchen appliances.

We believe that IoT will soon reach a critical limit;

we do not have enough human labor and natural resources to

support its growth.

we do not have enough human labor and natural

resources to support its growth.

Fifty billion IoT devices will challenge existing resources.

To address these challenges, we have segmented our operations

and developed the technologies and products described below.

To address these challenges, we have segmented

our operations and developed the technologies and products described below.

In addition to our universal smart technology

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and residual services.

5G networks and their related applications are expected to add three million jobs and $1.2 trillion

to the economy in the U.S.

____________________

World Economic Forum, January 2020 “The Impact of 5G:

Creating New Value across Industries and Society,” available at:

http://www3.weforum.org/docs/WEF_The_Impact_of_5G_Report.pdf (last accessed March 6, 2023).

https://www.marketsandmarkets.com/Market-Reports/power-line-communication-plc-market-912.html (last accessed on March 6, 2023).

5G networks and their related applications are expected to add three million jobs and $1.2 trillion to the economy

Though 5G offers a significant increase in speed

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support a wide range of use cases.

High band, mmWave spectrum is used primarily for

urban and dense urban markets.

The characteristics of high band, mmWave spectrum is that it is very wide and provides a significant increase

High band, mmWave spectrum is used primarily

for urban and dense urban markets.

The characteristics of high band, mmWave spectrum is that it is very wide and provides a significant

increase in capacity.

Because of the greater spectrum width, speed is increased, and transmission latency is reduced.

However, the drawback is

that high-band spectrum does not propagate over a large coverage area.

However, the drawback

is that high-band spectrum does not propagate over a large coverage area.

For example, a 28 GHz mmWave spectrum can only travel 500 feet.

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due to their shorter wavelength, they travel shorter distances and are more susceptible to buildings and trees blocking the signal.

____________________

Horwitz, Jeremy (December 10, 2019).

“The definitive guide to 5G low, mid, and high band speeds.” VentureBeat online magazine (available at:

https://venturebeat.com/2019/12/10/the-definitive-guide-to-5g-low-mid-and-high-band-speeds/ (Last accessed March 7, 2023)).

See “5G Rollout—Beyond the Hype.” Parsons Cyber Blog, June 16, 2020 (“As a result, 5G base stations must be positioned as close as a third of a mile, whereas 4G base stations can provide coverage of 20 to 45 miles.

This limitation becomes especially acute in more rural and/or remote areas, wherein 5G networks become impractical”) (available at:

https://www.parsons.com/2020/06/5g-rollout-beyond-the-hype/ (last accessed, March 7, 2023)).

https://www.t-mobile.com/business/resources/articles/benefits-of-the-5g-spectrum-for-businesses (last accessed March 7, 2023).

https://dgtlinfra.com/american-tower-5g-deployed-in-layers-different-spectrum-bands/ (last accessed March 7, 2023).

https://www.md7.com/perspectives/infrastructure-challenges-of-5g-frequency/ (last accessed March 7, 2023).

Unlike 4G LTE, which operates on established frequency

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UNB (in development)

____________________

THALES, Dec 29,2022, A 5G PROGRESS REPORT:

LAUNCHES, SUBSCRIBERS, DEVICES & MORE, https://www.thalesgroup.com/en/worldwide/digital-identity-and-security/magazine/5g-progress-report-launches-subscribers-devices, (last accessed March 7, 2023)

As shown by the above table, our internal testing

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modules will be used for IoT systems involving over 1,000 sensors.

____________________

“How much does it cost to build a 5G base station?” Phate Zhang, April 7, 2020, CNTechPost (available at:

https://cntechpost.com/2020/04/07/how-much-does-it-cost-to-build-a-5g-base-station/ (last accessed March 7, 2023)).

Natural Integrated Programming Language (“NIPL”)

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standardization, and cloud instrumentation.

____________________

Environmental Health Trust, https://ehtrust.org/science/reports-on-power-consumption-and-increasing-energy-use-of-wireless-systems-and-digital-ecosystem/, (last accessed March 7, 2023)

Gartner Insights “Leading the IoT,” available at:

https://www.gartner.com/imagesrv/books/iot/iotEbook_digital.pdf (last accessed March 7, 2023).

We subdivide instruments into a reusable foundation

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The platform communicates with the cloud to form a remote cloud-based system.

____________________

Statista Report “Number of internet of things (IoT) connected devices worldwide in 2018, 2025 and 2030” available at https://www.statista.com/statistics/802690/worldwide-connected-devices-by-access-technology/ (last accessed March 7, 2023).

Comparison between (a) a traditional

wireless network and (b) Focus Universal Inc.’s PLC network.

We are a wholesaler of various digital, analog,

and quantum light meters and filtration products, including fan speed adjusters, carbon filters and HEPA filtration systems.

these products from various manufacturers in China and then sell them to a major U.S.

distributor, Hydrofarm, who resells our products

directly to consumers through retail distribution channels and, in some cases, places its own branding on our products.

Current Product Offering

In an effort to continually develop our product

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SEC Financial Reporting Software

Our subsidiary Lusher Inc.

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 completely eliminate human involvement when it

comes to manually updating the numbers.

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

Focus Universal expect

to showcase the software to public in 2024.

Our subsidiaries Perfecular Inc.

and Lusher Inc.

are developing and designing a software to streamline SEC financial reporting for financial reporting and tax firms, which we named, One

Touch Financial.

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 completely eliminate human involvement when it comes to manually updating the numbers.

This automation is designed to create

an error-free, seamless process.

Focus Universal expect to showcase the software to public in 2026.

Strategy and Marketing Plan

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TDS meters, and CO2 monitors.

Over the years, Hydrofarm has developed a broad and loyal customer base that buys our existing products

on a repeat basis.

The universal smart technology has been applied to our existing traditional devices and demonstrated significant functional

improvement and hardware cost savings.

The universal smart technology has been applied to our existing traditional devices and demonstrated significant

functional improvement and hardware cost savings.

We believe hardware cost reductions of up to 90% have been achieved.

However, promoting universal

smart technology and universal smart IoT devices to our customers, including traditional instrument manufacturers, will be the central

focus of our future business.

However, promoting

universal smart technology and universal smart IoT devices to our customers, including traditional instrument manufacturers, will be

the central focus of our future business.

Our goals over the next three years include:

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Distribution Method

We intend to engage in relationships predominantly

with standard U.S.

component manufacturers and similar electronics providers for the manufacturing of unassembled parts of the Ubiquitor

and its sensor nodes, and to then ship such parts to our Ontario, California facility where we assemble the Ubiquitor devices and sensor

Afterwards, we intend to distribute our Ubiquitor devices to distributors and retailers directly and ship directly to traditional

industrial instrument manufacturers.

We have a sales department operating out of our Ontario, California office and eventually plan to

open a second sales department in China dedicated to promoting our technologies to local instrument manufacturers who can utilize our

Ubiquitor devices in their manufacturing and other processes.

We intend to market the Ubiquitor to industrial end-users

through direct business-to-business sales channels and also directly to consumers via e-commerce internet platforms.

For our quantum light

meters and air filtration products, we intend to implement a direct sales method via Amazon.com and other online retailers.

We intend to engage in relationships

predominantly with standard U.S.

component manufacturers and similar electronics providers for the manufacturing of unassembled

parts of the Ubiquitor and its sensor nodes, and to then ship such parts to our Ontario, California facility where we assemble the

Ubiquitor devices and sensor nodes.

Afterwards, we intend to distribute our Ubiquitor devices to distributors and retailers directly

and ship directly to traditional industrial instrument manufacturers.

We have a sales department operating out of our Ontario,

California office.

We intend to market the Ubiquitor to industrial end-users through direct business-to-business sales channels and

also directly to consumers via e-commerce internet platforms.

For our quantum light meters, we intend to implement a direct sales

method via Amazon.com and other online retailers.

Raw Materials

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also manufactured in our Ontario, California facility.

Our air filtration products are manufactured and assembled in China by a third-party

contract manufacturer, Tianjin Guanglee.

Key Competitive Advantages and Opportunities

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Herein lies both the key advantage of the

platforms of the Company and the opportunities and strengths.

platforms of the Company and its opportunities and strengths.

Our combined platforms are able to eliminate redundant work and production

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which our smart home product line would include.

Air Filtration Systems and Meter Products Industry

The air filtration system and meter products industry

is a niche industry.

The global industrial air filtration market was valued at $23.83 billion by 2029 and analysts expect it to register

a CAGR of 7.2% because of the industrial need to control air quality across a range of industries.

Air purification methods are an effective

way to control contaminants and improve indoor air quality and as a result, many national and local governments overseeing indoor air

quality and other emissions are enacting stricter workforce health and safety regulations in this area, which drives demand.

We are not trying to compete with traditional

instruments or device manufacturers because we plan to utilize our Ubiquitor device in conjunction with our smartphone application.

believe the resulting product may compete in a much wider product category due to its many potential applications.

Patent, Trademark, License and Franchise Restrictions

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Patent Application No.

11546017 entitled “System and

Method of Power Line Communication.” Both patents cover patent applications regarding the Company’s PLC business.

11546017 entitled “System

and Method of Power Line Communication.” Both patents cover patent applications regarding the Company’s PLC business.

In 2024, we retained the law firm of Dority &

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to maintain intellectual property rights where possible.

We filed 3 patents in 2023, and 4 patents

in 2024, which would all be classified as omni-bus patents encompassing more patents consolidating the patent portfolio into a

more manageable size in order to reduce budget.

We filed 3 patents in 2023, and 4 patents in 2024, which would all be classified

as omni-bus patents encompassing more patents consolidating the patent portfolio into a more manageable size in order to reduce budget.

Research and Development Activities

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have been enacted, nor are we aware of any such laws being contemplated for the future, that impact issues specific to our business.

As of the date of this report we have a total

of 46 employees, with 46 full-time employees.

As of the date of this report we have a total of 37 full-time employees.

We do not have any part-time employees.

The Company’s Chief Executive Officer and Secretary is Dr.

Desheng Wang, and our Chief

Financial Officer is Irving Kau.

We have 34 full-time electrical and computer engineers working on the research and development of our

We have six full-time marketing employees and three full-time employees are working on administrative tasks.

We also have a

full-time accounting manager/controller.

We are looking to onboard a Chief Operations Officer in the near future.

Desheng Wang, and our Chief Financial

Officer is Irving Kau.

We have 29 full-time electrical and computer engineers (and engineering management staff) working on the research

and development of our products.

We have six full-time marketing employees and three full-time employees are working on administrative

We also have a full-time accounting manager/controller.

Reports to Securities Holders

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

What changed 10-K

Item 1. Business