Item 2. Management’s Discussion and Analysis
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS AND PLAN
OF OPERATION
The following discussion of our financial condition
and results of operations should be read in conjunction with, and is qualified in its entirety by, the consolidated financial statements
and notes thereto included in, Item 1 in this Quarterly Report on Form 10-Q. This item contains forward-looking statements that involve
risks and uncertainties. Actual results may differ materially from those indicated in such forward-looking statements.
Forward-Looking Statements
This Quarterly Report on Form 10-Q and the documents
incorporated herein by reference contain forward-looking statements. Such forward-looking statements are based on current expectations,
estimates, and projections about our industry, management beliefs, and certain assumptions made by our management. Words such as “anticipates,”
“expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,”
variations of such words, and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees
of future performance and are subject to certain risks, uncertainties, and assumptions that are difficult to predict; therefore, actual
results may differ materially from those expressed or forecasted in any such forward-looking statements. Unless required by law, we undertake
no obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.
However, readers should carefully review the risk factors set forth herein and in other reports and documents that we file from time to
time with the Securities and Exchange Commission, particularly the Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and any
Current Reports on Form 8-K.
Narrative Description of the Business
Focus Universal Inc. (the “Company,”
“we,” “us,” or “our”) is a Nevada corporation. We believe we have developed five proprietary technologies
utilizing our patent portfolio which we believe solve the most fundamental problems plaguing the internet of things (“IoT”)
industry through: (1) increasing overall chip integration by shifting integration from the component level to the device level; (2) creating
a faster 5G cellular technology by using ultra-narrowband technology; (3) leveraging ultra-narrowband power line communication (“PLC”)
technology; (4) proprietary User Interface Machine auto generation technology; and (5) incorporating all our core technologies into a
single chip. Our Universal Smart Technology is designed to overcome instrumentation interoperability and interchangeability. The electronic
design starts from a 90% completed common foundation we call our universal smart instrumentation platform (“USIP”), instead
of the current method of building each stand-alone instrument from scratch. Our method eliminates redundant hardware and software and
results in significant cost savings and production efficiency. We also provide sensor devices and are a wholesaler of various air filters
and digital, analog, and quantum light meter systems. The Company holds 28 patents and patents pending in various phases of the patent
process.
Our 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. Customer testing of the fully automated
SEC financial reporting software began in July 2025.
Our securities are currently traded on Nasdaq
Capital Market effective as of September 23, 2024.
Our Current Products Include:
We are a wholesaler of various digital, analog,
and quantum light meters and filtration products, including fan speed adjusters, carbon filters and HEPA filtration systems.
23
Ubiquitor Wireless Universal Sensor Device
We have developed a device we call the Ubiquitor
(the "Ubiquitor"), which replaces the functions of traditional digital measurement and sensing products by integrating many
digital sensors and measurement tools into one single digital device. We believe the platform represents a technological advancement in
the IoT marketplace by integrating large numbers of technologies, including cloud technology, wired and wireless communication technology,
software programming, instrumentation technology, artificial intelligence, PLC technology, and sensor networking into a single platform.
We believe the result of such integration is a smaller, cheaper, and faster circuit system design than those currently offered in the
instrumentation market.
Our USIP technology that will make the Ubiquitor
possible is an advanced software and hardware integrated instrumentation platform that uses a large-scale modular design approach. The
large-scale modular design approach subdivides instruments into a foundation component (a USIP) and architecture-specific components (sensor
nodes), which together replaces the functions of traditional instruments at a fraction of their cost. The USIP has an open architecture,
incorporating a variety of individual instrument functions, sensors, and probes from different industries and vendors. The platform features
the ability to connect potentially thousands of different sensors or probes, addressing major limitations present in traditional instrumentation
systems.
Additional Focus Universal Inc. IoT Products
under Smart AVX. Focus Universal Inc. is integrating its own Smart AVX- branded IoT equipment to connect devices across platform systems
and to facilitate unified collaboration across audio-visual technologies, digital media technologies, security and surveillance technologies
and communication technologies. This approach allows the Company to service its customers for ease of use, design and integration, and
installation and maintenance by utilizing technology that integrates our five core technologies.
We have integrated our Smart AVX-branded products
across the following strategic sub-sectors: LED Audio-visual Panel Products, large format Smart Multimedia Touch Screens, Pan Tilt Zoom
(“PTZ”) Dome Cameras and Network Video Recorders (“NVRs”), and VOIP Phone Services.
1.
LED Audio-visual Panel Products. LED panel digital displays have become an integral and modern-day solution that address the communication and display demands of the residential and commercial customer base. Due to the flexible configuration of the LED panels, the modular design that enables the ability to incorporate a design into any size space, the flexibility of the standard size panels to accommodate curvature in the design space, the ability to address transparency in the panel displays and create new areas for delivering media to the public, our LED panel digital displays allow us to easily adapt our display design to spaces of any size and shape, making any customer space a customizable output and connected piece within a system. The option to create full size screens in any space, while addressing any environmental demands, allows us to use state-of-the-art media resulting in immersive, three-dimensional, captivating content delivery within any system.
2.
Large Format Smart Multimedia Touch Screens. Smart AVX-branded large format touch screens deliver interactive solutions for a wide variety of industries and applications, including education, healthcare, commercial, residential and government applications. While interacting with a touch display is commonplace in public-consumer spaces, we integrate large format Smart touch screens in small business, commercial applications such as dental offices and other business scenarios. These market applications continue to be underserved with touch-enabled devices, and our installation engineers and design staff can customize solutions for unique business and commercial application projects. The Company, through the Smart AVX brand, offers a myriad of customized choices and a long list of options within the current touch screen technology in a refined product. Our products allow future integration of our core platform technologies, such as the LED digital displays, the Ubiquitor, PTZ Dome Cameras and VOIP Phone Systems, allowing for pinch, zoom, scrolling, and videoconferencing within the touch screen format.
Lusher Corporate Services, One Touch Financial
Software
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.
24
Because of the depth and nature of the
information they contain, reports on Forms 10-K and 10-Q can become time-consuming, especially given the complex processes that require
a company’s internal teams to gather large amounts of data across multiple sources. The time and expertise required to complete
the process is a substantial burden. SEC reporting deadlines are firm and inflexible.
Delays and mistakes in SEC financial
reporting can have far-reaching consequences for companies and their shareholders including. SEC review, enforcement actions, and penalties.
Late, inaccurate, or incomplete filings can often lead to a drop in the company’s stock price and a decrease in investor confidence.
Human data entry of hundreds or thousands
of financial numbers in the financial report imposes another challenge and presented by regularly occurring human error. This risk is
compounded by a frequent requirement to update or revise these hundreds or thousands of numbers during the time-constrained review processes
and auditing processes prior to submission.
Given the complexity and volume of data
involved, companies are looking for solutions that not only save cost, and reduce the time and effort required to report in a timely manner
but also improve accuracy and compliance.
We began customer testing of our fully automated
SEC financial reporting software on July 22, 2025. The Company plans to launch a technology roadshow to showcase this groundbreaking platform.
Interested clients, partners, corporate filers, and investors will be welcomed to contact us for meetings and product demonstrations.
SEC financial reporting is traditionally a complex, costly,
and time-consuming process. It includes:
·
Preparing consolidated financial statements,
·
drafting SEC reports using various office software and / or burdensome company-wide systems,
·
converting those documents into fully SEC-compliant files, and
·
embedding tags as required for regulatory filing.
For large organizations, this process
is resource intensive and time consuming. For small public companies, the entire process may take several weeks. Delays in filing can
result in SEC reviews, enforcement actions, and significant penalties.
Currently, several companies offer semi-automated
solutions that address only part of the tagging process. We have developed a fully automated, end-to-end solution powered by both automation
and Variegated AI. We believe the technology enables the computer to conduct the activities for which the computer is designed and optimal,
while allowing humans to remain in the decision loop and center upon what they excel at.
With a single click, our software can:
·
Retrieve financial statements from accounting platforms,
·
reformat data into spreadsheets for consolidated financial reporting,
·
automatically generate consolidated financials,
·
populate the word-processed version of SEC filings,
·
convert the documents to SEC-compliant versions via formatting, and
·
embed accurate tags into the HTML file — with very limited manual input.
25
On July 22, 2025, we began customer
testing of our fully automated SEC financial reporting software in the final design format of the software product. The Company organized
and conducted a technology roadshow to showcase the platform. Built-in validation, including self-consistency and compliance checks, ensures
accuracy and eliminates human error. The solution provides a true one-click process from raw accounting data all the way to a complete
SEC filing.
Management estimates that with this
product what once took weeks of manual work can now be completed in minutes. Unlike other companies offering partial automation, our solution
provides a true one-click process from raw accounting data all the way to a complete SEC filing. With years of development, our full automated
software processing includes the final edgarization and XBRL tagging.
Research and Development Efforts of Power Line
Communication
Power Line Communication (“PLC”) technology
is a communication technology that enables sending data over existing power cables. One advantage of this technology is that PLC does
not require substantial new investment for its communications infrastructure. Rather, PLC utilizes existing power lines, thereby forming
a distribution network that already penetrates all residential, commercial and industrial premises. Accordingly, connectivity via PLC
technology is potentially the most cost-effective, scalable interconnectivity approach for the IoT. We believe PLC technology can be an
integral part of our communication infrastructure for the IoT, which enables reliable, real-time measurements, monitoring, and control.
A large variety of appliances may be interconnected by transmitting data through the same wires that provide electrical energy.
Our patented PLC technology uses an ultra-narrowband
spectrum channel of less than 1 KHz to establish a long-distance link between transmitter and receiver. Thus, we believe that our proprietary
ultra-narrowband PLC technology will offer a promising alternative to wireless networks and provide the backbone communication infrastructure
for IoT devices.
The primary design goal of the power line network
is electric power distribution, not data transmission. The harsh electrical noise present on power lines and variations in equipment and
standards make data transmission over the power grid difficult. These technological challenges have impeded, or even halted, progression
of PLC technology.
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, 2025, filed with the Securities and Exchange Commission on March 31, 2026.
Research and Development Efforts of 5G Cellular
Technology
Just like our ultra-narrowband technology can
be used to effectively reduce noise in powerline communication technology, our internal research suggests that our ultra-narrowband technology
can be leveraged to create a type of 5G wireless communication technology that can achieve both low band 5G coverage and an estimated
1 Gbps high band speed. We employ an ultra-narrow spectrum channel (<1KHz) to establish an ultra-long-distance link between the 5G
base station and the receiver which reduces noise and interference entering the bandwidth.
For a description of the ultra-narrowband technology
and the 5G applications, see “Part I - Item 1. Business in our Annual Report on Form 10-K filed with the SEC on March 31, 2026.
We signed a contract with Shenzhen Donghui Precision
Mold Manufacturing Co., Ltd. and officially commenced the mold tooling design for the Universal Smart Internet of Things (IoT). For our
Company this marks a pivotal milestone in the commercialization of the Universal Smart IoT, a breakthrough that has been over a decade
in the making. With over a decade of innovation, we are now ready to move forward with full-scale production and commercialization. In
doing so, we hope not only fulfill our promise to shareholders but also demonstrate to the world that deploying complex IoT technology
can be as easy as plugging in an office phone. Our internal research suggests that our platform provides both a competitive edge and cost
savings when compared to traditional, non-IoT devices—thanks to universal hardware and software shared across all sensors. Switching
from one sensor to another requires no change to the underlying device’s hardware or software, enabling true interoperability across
devices.
26
Intellectual Property Protection
Currently, the Company has 18 pending U.S. nonprovisional
patent applications and 9 issued U.S. patents. As a result of our primary IP attorney switching firms from Knobbe Martens to Dority Manning,
Focus Universal Inc, hired Dority Manning on July 16, 2024 to serve as outside intellectual property counsel for the Company.
Competitors
We have identified several competitors specifically
in the wireless sensor node industry, including traditional instruments or device manufacturers. However, we are not trying to compete
with traditional instruments or device manufacturers because we utilize our Ubiquitor device in conjunction with our smartphone application,
which we believe will be a completely different product category.
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,
we expect software implementation to be rapid, accessible, and straightforward.
IoT Installation Industry
There are several companies that compete with
AVX in smart home installations, including Vivint Smart Home, Savant, Crestron and Control4. However, we believe we can distinguish ourselves
from our competitors by offering substantially more customization and interoperability with existing platforms. While our service offerings
do not rely on always providing the entire installation for the end client, our Company is able to seamlessly provide accenting, replacement,
or conversion home automation systems which are easier to use and interoperate for the end client, and with limited rewiring. Complete
installation by Crestron ranges between $100,000 and $500,000 and an installation by Control4 ranges between $70,000 and $250,000. The
cheapest competitor we can identify in this sector is Vivint Smart Home, which costs less than $50,000 to install; however, we understand
that the Vivint Smart Home focuses on security systems only and that users have no other smart applications, which our smart home product
line would include. Our sales staff have encountered a growing client base of unhappy customers with the pre-existing and completely siloed
platform systems that reportedly are not easy to use or program, require costly specialty service for simple operations, are subject to
lengthy software and hardware backlogs, and despite being based on the same platform, fail to operate compatibly, possessing frequent
errors and bugs.
Air Filtration Systems and Meter Products
Industry
The air filtration system and meter products industry
is a niche industry. Air purification methods are an effective way to control contaminants and improve indoor air quality; and as a result,
many national and local governments overseeing indoor air quality and other emissions are enacting stricter workforce health and safety
regulations in this area, which drives demand.
Market Potential
We believe universal wireless smart technology
will play a critical role for traditional instrument manufacturers, as currently the undertaking of an IoT project is simply too expensive
and difficult to develop for medium or smaller companies and carries a 75% failure rate according to Cisco Systems. 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. 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
grow.
27
Purchase of Building
On
January 21, 2026, the Company entered into a purchase, sale, and escrow agreement with 901 Corporate Center, LP to acquire a 100,743
sq. ft. office and commercial building, along with a four-level parking structure, located in Monterey Park, California. The purchase
price was $17,700,000, with an escrow deposit of $525,000. The escrow was initially scheduled to close within sixty days of opening escrow.
The $525,000 deposit was placed into the escrow account on January 26, 2026. Lusher Holding LLC, a subsidiary of the Company, entered
into a term loan agreement with East West Bank (the “East West Loan”) to borrow $11,050,000, at 6.25% interest for the first
3-years, then floating at the Wall Street Journal Prime Rate plus (+) 0.25% for the remaining term, with a floor interest rate at 6.25%.
The loan provides for 36 consecutive monthly principal and interest payments of approximately $68,698.64, beginning on May 1, 2026 and
subsequently, 83 monthly principal and interest payments of an initially estimated amount of approximately $73,917.99 (subject to change
based on Wall Street Journal Prime Rate plus 0.25%) beginning May 1, 2029. A final principal and interest payment of approximately $9,533,143.67
(subject to change based on Wall Street Journal Prime Rate plus 0.25%) is due on April 1, 2036. Focus Universal Inc. is listed as the
primary guarantor for this East West Loan with Desheng Wang listed as a backup guarantor. Lusher Holding LLC on Friday, April 17, 2026,
deposited $11 million, from the East West Loan to escrow and $5.8 million as downpayment to close escrow. As of April 17, 2026, the Company
and Lusher Holding LLC have completed the purchase of the building. The building will serve as Focus Universal’s principal headquarters
and is expected to carry the same rent roll in 2026.
Results of Operations
For the three months ended March 31, 2026 compared to the three
months ended March 31, 2025
Revenue, cost of revenue and gross profit
For the three
months ended
March 31, 2026
For the three
months ended
March 31, 2025
Increase
(Decrease)
$
Revenue
$ 47,973
$ 190,255
$ (142,282 )
Cost of revenue
32,729
159,711
(126,982 )
Gross Profit
$ 15,244
$ 30,544
$ (15,300 )
Our consolidated gross revenue for the three months
ended March 31, 2026 and 2025 was $47,973 and $190,255, respectively. Cost of revenue for the three months ended March 31, 2026 was $32,729,
compared to $159,711 for the three months ended March 31, 2025. The decrease in cost of revenue was primarily due to the decrease in revenue
and fewer LED installation projects during the period and also the increase in LED materials. In addition to the decrease in revenue and
cost of revenue, gross profit decreased to $15,244 compared to $30,544 for the three months ended March 31, 2026 and 2025, respectively.
The major components of our cost and operating
expenses for the three months ended March 31, 2026 and 2025 are outlined in the table below:
For the three
months ended
March 31, 2026
For the three
months ended
March 31, 2025
Increase
(Decrease)
$
Selling expense
$ 32,848
$ 48,980
$ (16,132 )
Compensation – officers and directors
117,551
125,387
(7,836 )
Research and development
264,797
372,258
(107,461 )
Professional fees
385,205
472,991
(87,786 )
General and administrative
486,554
282,455
204,099
Total operating expenses
$ 1,286,955
$ 1,302,071
$ (15,116 )
Selling expenses for the three months ended March
31, 2026 were $32,848, compared to $48,980 for the three months ended March 31, 2025. Selling expenses were mainly from third party advertising
fees and marketing related fees. The decrease in selling expenses was due to a decrease in advertising fees.
Compensation – officers and directors were $117,551 and $125,387
for the three months ended March 31, 2026 and 2025, respectively. The decrease in cost was a result of the decrease in the share price,
which reduced the stock-based compensation expense for the associated directors.
Research and development costs were $264,797 and
$372,258 for the three months ended March 31, 2026 and 2025, respectively. The decrease was due to software costs being capitalized in
the current year.
28
Professional fees were $385,205 during the three
months ended March 31, 2026, compared to $472,991 during the three months ended March 31, 2025. The decrease in these professional fees
compared to the prior period was due to a decrease in legal fees for employment litigation defense.
General and administrative expenses for the
three months ended March 31, 2026 was $486,554 compared to $282,455 during the three months ended March 31, 2025. The increase in
general and administrative expenses was primarily due to the Company having received its employee retention credit from the Internal
Revenue Service in 2025, which reduced the prior year’s comparable expenses.
Other Income (expense)
Other income for the three months ended March
31, 2026 was $25,633, compared to $20,149 for the three months ended March 31, 2025.
Net Losses
During the three months ended March 31, 2026 and 2025,
we incurred net loss of $1,246,078 and $1,251,378 respectively, due to the factors discussed above.
Liquidity and Capital Resources
Working Capital
March 31,
2026
December 31,
2025
Current Assets
$ 6,783,177
$ 8,647,129
Current Liabilities
(507,910 )
(366,471 )
Working Capital
$ 6,275,267
$ 8,280,658
Cash Flows
The table below, for the periods indicated, provides
selected cash flow information:
For the three months ended March 31, 2026
For the three months ended March 31, 2025
Net cash used in operating activities
$ (1,148,500 )
$ (1,220,049 )
Net cash used in investing activities
(622,216 )
(23,380 )
Net cash used in financing activities
(154,617 )
(144,575 )
Effect of exchange rate
3,092
(5,714 )
Net change in cash
$ (1,922,241 )
$ (1,393,718 )
Cash Flows from Operating Activities
Our net cash outflows from operating activities
of $1,148,500 for the three months ended March 31, 2026 was primarily the result of our net loss of $1,246,078 and changes in our operating
assets and liabilities offset by the add-back of non-cash expenses.
Our net cash outflows from operating activities
of $1,220,049 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.
29
We expect that cash flows from operating activities
may fluctuate in future periods as a result of a number of factors, including fluctuations in our net revenues and operating results,
utilization of new revenue streams, in line with our shifting revenue streams, collection of accounts receivable, and timing of billings
and payments.
Cash Flows from Investing Activities
For the three months ended March 31, 2026 we had
cash outflow from investing activities of $622,216 from the purchase of property and equipment of $297, deposit on building of $525,000
and capitalized software cost of $96,919. 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.
Cash Flows from Financing Activities
For the three months ended March 31, 2026, we
had cash outflows of $154,617 due to purchase of treasury stock of $154,617. For the three months ended March 31, 2025, we had cash outflows
of $144,575 due to purchase of treasury stock of $144,575.
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 $1,246,078 for the three months ended March 31, 2026. In addition, the Company had an accumulated deficit of $32,496,155
as of March 31, 2026, and negative cash flow from operating activities of $1,148,500 for the three months ended March 31, 2026. Substantial
doubt about the Company’s ability to continue as a going concern exists when relevant conditions and events, considered in the aggregate,
indicate that it is probable that the Company will be unable to meet its obligations as they become due within one year from the financial
statement issuance date. The accompanying consolidated financial statements have been prepared in conformity with U.S. GAAP, which contemplate
continuation of the Company as a going concern. The Company currently suffered recurring losses 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 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.
At March 31, 2026, the Company had cash and cash
equivalents, and short-term investments, in the amount of $6,021,591. 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. 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.
Off-Balance Sheet Arrangements
As of March 31, 2026, we did not have any off-balance-sheet arrangements,
as defined in Item 303(a)(4)(ii) of Regulation SK.
30
Critical Accounting Policies
The discussion and analysis of our financial condition
and results of operations are based upon our financial statements, which have been prepared in accordance with U.S. GAAP. Preparing financial
statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and
expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding
the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an
understanding of our financial statements.
Use of Estimates
The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount
of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Recent Accounting Pronouncements
Our Company has implemented all new accounting
pronouncements that are in effect and that may impact its financial statements. Except for ASU 2024-03, which the Company is currently
evaluating as discussed in Note 3, the Company does not believe that there are any other new accounting pronouncements that have been
issued that might have a material impact on its financial position or results of operations.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK
We are a smaller reporting company as defined
by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
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