Indicate by check mark whether the registrant: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit such files. Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~November 14, 2022,~~May [--], 2023, registrant had ~~43,528,915~~64,821,817 shares outstanding of the registrant's common stock at a par value of $0.001 per share.

References in this document to "us," "we," or "Company" refer to Focus Universal Inc.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~SEPTEMBER 30,~~March 31, 2023 AND 2022 ~~AND 2021~~

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements



	Nine Months Ended September 30,						Three Months Ended March 31,
	2022			2021			2023			2022
Cash flows from operating activities:
Net Loss	$	(3,872,247	)	$	(2,500,415	)	$	(1,114,243	)	$	(1,868,930	)
Adjustments to reconcile net loss to net cash from operating activities:
Bad debt expense		72,108			7,794			5,114			42,080
Inventory fair value adjustments		(21,133	)		1,689
Inventory fair value net realizable								–			(25,006	)
Depreciation expense		123,908			121,932			42,041			40,165
Unrealized loss on marketable equity securities		32,525			–
Amortization of intangible assets								28,741			–
Unrealized gain on marketable equity securities								(32,570	)		–
Realized loss on marketable equity securities		21,205			–			14,901			–
Gain on forgiveness of debt		(158,547	)		(258,960	)
Change in fair value of warrant liability		–			1,284,780
Gain on settlement of derivative liability		–			(550,406	)
Gain on bargain purchase								(61,747	)		–
Stock-based compensation – shares		671,901			–			149,404			656,370
Stock-based compensation – services		–			36,000			–			8,000
Stock option compensation – options		652,500			320,512			133,403			228,375
Changes in operating assets and liabilities:
Accounts receivable		(32,257	)		(120,503	)		8,832			(96,258	)
Accounts receivable - related party		(45,413	)		–			34,507			(70,816	)
Inventories		(5,087	)		20,969
Inventory								13,109			(5,067	)
Other receivable								–			13,057
Prepaid expenses		116,648			(55,280	)		(80,511	)		148,616
Deposit		1,998			100,000			8,617			(35,142	)
Operating lease right-of-use asset		226,468			36,059			(16,075	)		150,623
Accounts payable and accrued liabilities		(120,121	)		172,474			(20,011	)		38,000
Accounts payable - related party		–			(17,471	)
Other current liabilities		(17,135	)		17,299			–			(17,135	)
Customer deposit		(271	)		(57,106	)		98,838			–
Lease liabilities		(94,542	)		(39,044	)		(50,885	)		(123,951	)
Other liabilities		12,335			(17,135	)		–			14,736
Net cash flows used in operating activities		(2,435,157	)		(1,496,812	)		(838,535	)		(902,283	)

Cash flows from investing activities:
Purchase of property and equipment		(39,193	)		(6,875	)		(9,920	)		(31,470	)
Purchase of marketable securities		(768,949	)		–			(17,690	)		–
Proceeds from sale of marketable securities		630,404			–			89,434			–
Net cash flows used in investing activities		(177,738	)		(6,875	)
Net cash flows provided by (used in) investing activities								61,824			(31,470	)

Cash flows from financing activities:
Proceeds from SBA loan		–			267,297
Repayment on SBA loan		–			(137,900	)
Proceeds from bank loan		–			1,500,000
Repayment on bank loan		–			(1,500,000	)
Proceeds from IPO, net		–			10,326,131
Net cash flows provided by financing activities		–			10,455,528
Purchase of treasury stock								(1,000,000	)		–
Net cash flows used in financing activities								(1,000,000	)		–

Effect of exchange rate		(3,352	)		–			3,760			24

Net change in cash		(2,616,247	)		8,951,841			(1,772,951	)		(933,729	)

Cash beginning of period		8,678,665			583,325			4,343,426			8,678,665

Cash end of period	$	6,062,418		$	9,535,166		$	2,570,475		$	7,744,936

Supplemental cash flow disclosure:
Cash paid for income taxes	$	–		$	–		$	–		$	–
Cash paid for interest	$	8,794		$	42,968		$	4,085		$	2,752

Supplemental disclosure of non-cash financing activities:
Treasury stock payable	$	2,000,000		$	–
Cashless warrant	$	–		$	1,776,044
Supplemental disclosure for noncash financing activities:
Right-of-use assets obtained in exchange for operating lease liabilities							$	270,481		$	–

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

FOR THE ~~NINE~~THREE MONTHS ENDED ~~SEPTEMBER 30,~~MARCH 31, 2023 AND 2022 ~~AND 2021~~

Focus Universal Inc. (“~~Focus”~~the Company”) was incorporated under the laws of the State of Nevada on December 4, 2012 (“Inception”). ~~Focus Universal Inc.~~It is a universal smart instrument developer and manufacturer, ~~focused on the internet of things (“IoT”) industry,~~ headquartered in Ontario, California, specializing in the development and commercialization of novel and proprietary universal smart technologies and ~~instruments that~~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 26 patents and patents pending in various phases and 8 trademarks pending in various phases to solve what it believes are the major problems ~~plaguing~~facing hardware and software design and production within the ~~internet of things (“IoT”)~~ industry ~~by: (1)~~today. These technologies combined have the potential to reduce costs, product development timelines and energy usage while increasing overall chip integration by shifting it 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;range, speed, efficiency, and (4) User Interface Machine auto generation technology. Universal smart technology is an off-the-shelf technology utilizing an innovative hardware integrated platform. The Focus platform provides a unique and universal combined wired and wireless solution for embedded design, industrial control, functionality test, and parameter measurement instruments and functions. The Company’s smart technology software utilizes a smartphone, computer, or a mobile device as an interface platform and display that communicates and works in tandem with a group of external sensors or probes, or both. The external sensors and probes may be manufactured by different vendors, but the universal smart technology functions in a manner that does not require the user to have extensive knowledgesecurity of the ~~unique characteristics of the function of each of the sensors~~IoT and probes. The universal smart instrument Focus developed (the “Ubiquitor”) will consist of a reusable foundation component which will include a wireless gateway (which allows the instrument to connect to the smartphone via Bluetooth and WiFi technology), universal smart application software (“Application”) which is installed on the user’s smartphone or other mobile device and allows monitoring of the sensor readouts on the smartphone screen. The Ubiquitor also connects to a variety of individual scientific sensors that collect data, from moisture, light, airflow, voltage, and a wide variety of applications. The data is then sent through a wired or wireless connection, or a combination thereof to the smartphone or other mobile device and the data is organized and displayed on the smartphone screen.5G networks. The smartphone or other mobile device, foundation, and sensor readouts together perform the functions of many traditional scientific and engineering instruments and are intended to replace the traditional, wired stand-alone instruments at a fraction of their cost. Focus Universal is also developing ultra-narrow band technology that is hopefully capable of overcoming the noise problems communicating through power lines that have hindered the industry for over a century. Focus Universal’s wireless communication technology may allow for longer-range coverage, might be more energy effective and management believes has much faster data sending speeds than the current 5G technology speeds being used.

The company has multiple subsidiary units, including Perfecular Inc. (“Perfecular”), AVX Design and Integration Inc. (“AVX”), Focus Universal (Shenzhen) Technology Company LTD (“Focus Shenzhen”), Lusher Bioscientific, Inc. (“Lusher”), and AT Tech Systems LLC (“AT Tech LLC”). Perfecular Inc. a ~~wholly-owned~~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 Design & Integration, Inc. ~~(“AVX”)~~ was incorporated on June 16, 2000, in the state of California. AVX is an ~~IoT~~internet of things (“IoT”) installation and management company specializing in high performance and easy to use Audio/Video, Home Theater, Lighting Control, Automation and Integration. Services provided by AVX include full integration of houses, apartment, commercial complex, office spaces with audio, visual and control systems to fully integrate devices in the low voltage field. AVX’s services also include partial equipment upgrade and installation.

~~On December 23, 2021,~~ Focus set up a branch in Shenzhen China, Focus Universal (Shenzhen) Technology Company ~~LTD. The subsidiary was registered~~LTD to be engaged in IoT research and development, equipment sales, and application services, software development and sales, software outsourcing, intelligent agricultural management, intelligent instrumentation sales, and information consulting services. This excludes any projects subject to approval or that require a separate business license in accordance with the local laws. China allows foreign entities to setup wholly owned limited liability companies in China, also known as Wholly Foreign Owned Enterprises (WFOEs), in non “restricted” or “prohibited” industries and businessamongst other activities. ~~The subsidiary’s business operation has been approved by the local government in Shenzhen to be qualified as a WFOE entity in China. The entity is 100% owned by Focus Universal, Inc.~~

On January 5, 2022, the Company founded a wholly owned subsidiary named Lusher Bioscientific, Inc. ~~(“Lusher”)~~ Lusher Bioscientific was founded to ~~market to~~promote the Company’s horticultural sensors and filters with the hydroponic and controlled agriculture market and to assist in the product development of IoT technology products within this sector. As of the date of this filing, Lusher’s activities are in the introductory phase.

As of January 6, 2023, the Company completed the business combination of AT Tech Systems. The transaction included AT Tech Systems’ business, including its cash and cash equivalents, accounts receivable, professional licenses, customer lists and corresponding client relationships, trademarks, trade names, brand names, goodwill and related intangible assets, inventory, and all other assigned contracts. While the agreement was signed on December 19, 2022, in order to complete control, a new entity AT Tech Systems LLC needed to be formed, which was completed on January 6, 2023. The Company also hired certain employees of AT Tech Systems’ business, assuming employment obligations as of December 30, 2023, despite the control of the entity being completed thereafter. AT Tech Systems LLC is now a subsidiary of Focus Universal, as defined in ASC 805, Business Combinations. The Company has integrated the acquired assets and employees throughout its existing business, including key employees serving dual roles with AVX Design and Integration. For example, Mr. Anthony Tejeda will serve as the Company’s director of installation services, as the vice president of operations of AVX, and as chief operating officer of AT Tech Systems LLC. In addition to the ~~Company’s patent number 11,488,468 was allowed~~provision of services in the positions mentioned above, Mr. Tejeda shall assist with AVX’s management and ~~subsequently issued on November 1, 2022.~~train certain of its personnel in performing installations. The ~~patent, titled Sensor~~employment agreement of Mr. Tejeda is for ~~Detecting~~a term of 5 years. The onboarding of Mr. Tejeda, who has extensive experience and expertise in commercial smart installations, will complement the ~~Proximity of an IEEE 802.11 Protocol Connectable Device.~~smart installation services and allow Focus and AVX to enter the commercial smart installation market. AT Tech Systems has several clients from medical/dental facilities, commercial, and industrial projects, including notable manufacturers and wholesalers, and provides clients with integrated network, security, and multimedia design solutions and technology systems.

The accompanying unaudited condensed consolidated financial statements include the accounts of Focus and its wholly-owned subsidiaries, Perfecular Inc., AVX Design & Integration, Inc., Focus Universal (Shenzhen) Technology Co., LTD, ~~and~~ Lusher Bioscientific and AT Tech Systems LLC (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”).

In the long term, the continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to repay its debt obligations, to obtain necessary equity financing to continue operations, and the attainment of profitable operations. For the nine months ended September 30, 2022, the Company had a net loss of $~~3,872,247~~ ~~and negative cash flow from operating activities of $2,435,157. With the January 1, 2022 beginning cash amount of $8,678,665, the Company will have enough cash to cover its projected annual cash burn rate of $3,152,618~~ which is an increase from the previous year. This is a result of coming off of a year where the company completed an uplisting transaction causing a greater than normal amount of expenditure, especially in professional fees. Overall, the Company has adequate cash for the Company to continue operation as a going concern throughout 2022 without any additional capital raise. As a result, the previous factors raising substantial doubt to continue as a going concern have been alleviated for the following year.

The Company currently has ~~two~~three operating segments. ~~In accordance with ASC 280,~~ ~~Segment Reporting~~ ~~(“ASC 280”~~(1) Focus and Focus Shenzhen (“Corporate and R&D”)~~, the Company considers operating segments to be components~~ involve non-specific financing, executive expense, operations and investor relations of the ~~Company’s business for~~public entity, and general shared management and costs across subsidiary units which ~~separate financial information is available~~spread across all functional categories and ~~evaluated regularly by Management in deciding how to allocate resources~~research and ~~to assess performance. Management reviews financial information presented on an unaudited condensed consolidated basis for purposes~~development of ~~allocating resources~~technology products. (2) Perfecular and ~~evaluating financial performance. Accordingly, the Company has determined that it has two operating~~Lusher (“IoT Products”) involve wholesale, marketing, and ~~reportable segments.~~

Asset information by operating segment is not presented as the chief operating decision maker does not review this information by segment. The reporting segments follow the same accounting policies usedproduction of universal smart instruments and devices in the ~~preparation of the Company’s unaudited condensed consolidated financial statements.~~hydroponic and controlled agricultural segments. (3) AVX and AT Tech (“IoT Installation Services”) is an IoT installation and management company specializing in high performance and easy to use audio/video, home theater, lighting control, automation, and integration.

The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the accompanying unaudited condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources.

The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Significant estimates in the accompanying financial statements include the lease term impacting right-of use asset and lease liability, useful lives of property and equipment, useful lives of intangible assets, allowance for doubtful accounts, inventory reserves, debt discounts, valuation of derivatives, and the valuation allowance on deferred tax assets. The Company regularly evaluates its estimates and assumptions.

The Company considers all highly liquid investments with a maturity of three months or less to be cash. At times, such investments may be in excess of Federal Deposit Insurance Corporation (FDIC) insurance limit. As of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, approximately $~~5,032,437~~2,651,309 and $~~7,464,846~~3,120,763 of the Company’s cash was not insured by the FDIC. There were no cash equivalents held by the Company as of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021.~~2022.

The Company grants credit to clients that sell the Company’s products or engage in construction service under credit terms that it believes are customary in the industry and do not require collateral to support customer receivables. The accounts receivable balances are generally collected within 30 to 90180 days of the product sale.

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, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, allowance for doubtful accounts amounted to $~~158,743~~228,086 and $~~86,635~~222,972, respectively.

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.

Inventory consists primarily of parts and finished goods and is valued at the lower of the inventory’s cost or net realizable value under the first-in-first-out method. Management compares the cost of inventory with its market value and a fair value adjustment is made to write down inventory to market value, if lower. Inventory fair value adjustments are recorded for obsolete or slow-moving inventory based on assumptions about future demand and marketability of products, the impact of new product introductions and specific identification of items, such as discontinued products. These estimates could vary significantly from actual requirements, for example, if future economic conditions, customer inventory levels or competitive conditions differ from expectations. The Company regularly reviews the value of inventory based on historical usage and estimated future usage. If estimated realized value of our inventory is less than cost, we make provisions in order to reduce its carrying value to its estimated market value. Once established, these adjustments are considered permanent and are not revised until the related inventory is sold or disposed of. As of September 30, 2022 and December 31, 2021, inventory fair value adjustments amounted to $~~47,807~~ ~~and $68,940, respectively.~~

The Company invests part of its excess treasury cash in equity securities and money market funds according to company treasury and investment policies. Marketable securities represent trading securities bought and held primarily for sale in the near-term to generate income on short-term price differences and are stated at fair value. Realized gains and losses are recognized the fair value differences when the trading securities been sold. Unrealized gains and losses are recognized the fair value differences of unsold trading securities for the period end. Both realized and unrealized gains and losses are recorded in other income (expense)~~, net.~~.

Property and equipment are stated at cost. The cost and accumulated depreciation of assets sold or retired are removed from the respective accounts and any gain or loss is included in earnings. Maintenance and repairs are expensed currently. Major renewals and betterments are capitalized. Depreciation is computed using the straight-line method. Estimated useful lives are as follows:

The Company applies the provisions of FASB ASC Topic 360, Property, Plant, and Equipment, which addresses financial accounting and reporting for the impairment or disposal of long-lived assets. ASC 360 requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that those fair values are reduced for the cost of disposal. Long-term assets of the Company are reviewed when circumstances warrant as to whether their carrying value has become impaired. The Company considers assets to be impaired if the carrying value exceeds the future projected cash flows from related operations. The Company also re-evaluates the periods of amortization to determine whether subsequent events and circumstances warrant revised estimates of useful lives. Based on its review at ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, the Company believes there was no impairment of its long-lived assets.

The Company’s intangible assets were acquired from AT Tech due to customer relationship using multi-period excess earnings method. These intangible assets were valued based on the AT Tech business acquisition. The value based on the assessed income expected to be generated from the existing customer list, namely the carry-over of the existing contracts after a careful evaluation of the customer list. Amortization on the intangible assets was computed by the percentage completed for these existing assets and fully amortized this quarter.

Purchases and sales of treasury stock are accounted for using the cost method. Under this method, shares acquired are ~~record~~recorded at the acquisition price directly to the treasury stock account. ~~Upon sale, the treasury stock account is reduced by the original acquisition price of the shares and any difference is recorded in additional paid in capital, on a first-in first-out basis.~~ The Company does not recognize a gain or loss to income from the purchase and sale of treasury stock.

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.

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the warrants was estimated using a Black-Scholes pricing model (see Note 11). The Company does ~~not~~not have any outstanding warrants as of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, respectively.

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:

The following table summarize financial assets and liabilities measured at fair value on a recurring basis as of ~~September 30, 2022:~~March 31, 2023:

The carrying amount of the Company’s financial assets and liabilities, such as cash, accounts receivable, inventory, other receivables, prepaid expenses, deposit, accounts payable, treasury stock payable and accrued expenses, other current liabilities, customer deposit, approximate their fair value because of the short maturity of those instruments.

Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated.

However, it is not practical to determine the fair value of advances from stockholders, if any, due to their related party nature.

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~~three months ended ~~September 30, 2022~~March 31, 2023 and for the ~~years~~year ended December 31, ~~2021~~2022 was comprised of foreign currency translation adjustments.

On September 1, 2018, the Company adopted ASC 606 – Revenue from Contracts with Customers using the modified retrospective transition approach. The core principle of ASC 606 is that revenue should be recognized in a manner that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled for exchange of those goods or services. The Company’s updated accounting policies and related disclosures are set forth below, including the disclosure for disaggregated revenue. The impact of adopting ASC 606 was not material to the Consolidated Financial Statements.

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:

These five elements, as applied to each of the Company’s revenue category, is summarized below:

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.

Cost of revenue includes the cost of services, labor and product incurred to provide product sales, service sales and project sales.

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.

The Company follows ASC 850-10 for the identification of related parties and disclosure of related party transactions. Pursuant to ASC 850-10-20 the related parties include: a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of ASC 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

The unaudited condensed consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of unaudited condensed consolidated financial statements is not required in those statements. The disclosures shall include: (a) the nature of the relationship(s) involved; (b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the unaudited condensed consolidated financial statements; (c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and (d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

The Company follows ASC 450-20 to report accounting for contingencies. Certain conditions may exist as of the date the unaudited condensed consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s unaudited condensed consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

A bargain purchase gain is recognized when the net assets acquired in a business combination have a higher fair value than the consideration paid.

The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes. ASC 740 requires a company to use the asset and liability method of accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, the Company does not foresee generating taxable income in the near future and utilizing its deferred tax asset, therefore, it is more likely than not that some portion, or all of, the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The Company has no material uncertain tax positions for any of the reporting periods presented.

Income taxes are accounted for using the asset and liability method. Deferred income taxes are provided for temporary differences in recognizing certain income, expense and credit items for financial reporting purposes and tax reporting purposes. Such deferred income taxes primarily relate to the difference between the tax basis of assets and liabilities and their financial reporting amounts. Deferred tax assets and liabilities are measured by applying enacted statutory tax rates applicable to the future years in which deferred tax assets or liabilities are expected to be settled or realized. There was no material deferred tax asset or liabilities as of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021.~~2022.

As of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, the Company did not identify any material uncertain tax positions.

Net income (loss) per share is computed pursuant to ASC 260-10-45. Basic net income (loss) per share (“EPS”) is computed by dividing net income (loss) by the weighted average number of shares outstanding during the period.

Diluted EPS is computed by dividing net income (loss) by the weighted average number of shares of stock and potentially outstanding shares of stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants.

Due to the net loss incurred by the Company, potentially dilutive instruments would be anti-dilutive. Accordingly, diluted loss per share is the same as basic loss for all periods presented. The following potentially dilutive shares were excluded from the shares used to calculate diluted earnings per share as their inclusion would be anti-dilutive.

Certain reclassifications have been made to the unaudited condensed consolidated financial statements for prior ~~years~~period to the current year’s presentation. Such reclassifications have no effect on net income as previously reported.

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:

In June 2016, the FASB issued ASU No. 2016-13, (Topic 326), Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments which amends the current accounting guidance and requires the use of the new forward-looking “expected loss” model, rather than the “incurred loss” model, which requires all expected losses to be determined based on historical experience, current conditions and reasonable and supportable forecasts. This guidance amends the accounting for credit losses for most financial assets and certain other instruments including trade and other receivables, held-to-maturity debt securities, loans and other instruments. In November 2019, the FASB issued ASU No. 2019-10 to postpone the effective date of ASU No. 2016-13 for public business entities eligible to be smaller reporting companies defined by the SEC to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company believes the adoption of ASU No. 2016-13 will not have a material impact on its financial position and results of operations.

Management does not believe that any 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.

At ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, inventory consisted of the following:

Deposit balance as of ~~September 30, 2022~~March 31, 2023 amounted to $~~34,296~~24,823 for lease agreement and utility deposit and third-party payroll service deposit. Deposit balance as of December 31, ~~2021~~2022 amounted to $~~39,901~~33,264 for lease agreement and utility deposit.

At ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, property and equipment consisted of the following:

Depreciation expense for the ~~nine~~three months ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~ amounted to $~~123,908~~42,041 and $~~121,932~~40,165, respectively.

The following table presents intangible assets balance at March 31, 2023 and December 31, 2022:

Revenue generated from Vitashower Corp., a company owned by the Chief Executive Officer’s wife, amounted to $~~31,542~~0 and $~~15,141~~31,542 for the ~~nine~~three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ respectively. Account receivable balance due from Vitashower Corp. amounted to $~~52,343~~ ~~and $~~0 ~~as of September 30, 2022 and December 31, 2021, respectively. Purchases generated from Vitashower Corp. amounted to $~~0 and $~~3,379~~34,507 ~~for the nine months ended September 30, 2022 and 2021, respectively. There were accounts payable balances of $~~0 ~~and $~~0 ~~due to Vitashower Corp.~~ as of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, respectively.

~~Service revenue generated from the installation of home security equipment by AVX for one of the Company’s directors, amounted to $8,246~~ ~~and $~~0 ~~for the nine months ended September 30, 2022 and 2021, respectively. Account receivable balance due from this director amounted to $8,246~~ ~~and $~~0 ~~as of September 30, 2022 and December 31, 2021, respectively.~~

~~Compensation for services provided by the President and Chief Executive Officer for the nine months ended September 30, 2022 and 2021 amounted to $111,020~~ ~~and $90,000~~, respectively. Of subsequent note, Tianjin Guanglee was once owned by the Chief Executive Officer Desheng Wang, as fully disclosed in the annual report in 2017. Since then, during 2018, the entity was transferred to another individual and was not considered a related party transaction per guidelines, and further subsequent changes to the vendor are noted in Note 8 found below.

~~Three~~Four customers accounted for 1615% of the total accounts receivable as of ~~September 30, 2022~~March 31, 2023 and ~~one customer~~four customers accounted for 911% of the total accounts receivable as of December 31, ~~2021, respectively.~~2022. These ~~three~~four customers accounted for 4359% of the total revenue for the ~~nine~~three months ended ~~September 30, 2022~~March 31, 2023 and ~~one customer~~four customers accounted for 8167% of total revenue for the ~~nine~~three months ended ~~September 30, 2021, respectively.~~March 31, 2022.

No major vendor accounted more than 10% of total purchase during three months ended March 31, 2023. One vendor, Tianjin Guanglee, accounted for 0% ~~and~~ 0% of total accounts payable at ~~September 30,~~March 31, 2022 and ~~December 31, 2021, respectively. This same~~this vendor ~~Tianjin Guanglee,~~ accounted ~~for~~ 24~~% and~~ 8330% of ~~the~~ total purchases ~~for~~during the ~~nine~~three months ended ~~September 30, 2022 and 2021, respectively.~~March 31, 2022. Of subsequent note, Tianjin Guanglee was once owned by the Chief Executive Officer Desheng Wang, as fully disclosed in the annual report in 2017. In 2018, Dr. Wang transferred the ownership of the entity to an unrelated third party in a transaction not considered a related party transaction per the guidelines.

The Company recorded its operating lease expense of $~~280,311~~46,080 and $~~48,885~~75,597 for the ~~nine~~three months ended ~~September 30,~~March 31, 2023 and 2022, respectively. This is included in general and ~~2021, respectively.~~

On April 8, 2015, AVX Design & Integration Inc. entered into an eighty-six month commercial lease with a third party for an approximately 2,592 square foot office space. The lease commenced on July 1, 2015, and ended on August 31, 2022. The monthly rent is $4,536 with approximately a 3% 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 15%. Lease expense for the lease is recognized on a straight-line basis over the lease term. As of the date of this Quarterly Report, the company has not entered into any new commercial lease for AVX Design & Integration Inc. administrative expenses.

On December 7, 2021, Focus Universal (Shenzhen) Technology Co. LTD entered into a thirty-eight month commercial lease with a third party for an approximately 5,895 square foot office space. The lease commenced on December 25, 2021 and will end on February 28, 2025. The monthly rent is RMB70,097 (approximately $11,053) 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. This lease was terminated on February 22, 2023.

On January 16, 2023, Focus Universal (Shenzhen) Technology Co. LTD entered into a thirty-six month commercial lease with a third party for an approximately 2,017 square foot office space. The lease commenced on February 1, 2023 and will end on January 31, 2026. The monthly rent is RMB29,974 (approximately $4,365) with approximately an 11.1% to 12.5% increase rate in each additional year. The incremental borrowing rate for a lease is the rate of interest the Company would have to pay on a collateralized basis to borrow an amount equal to the lease payments for the asset under similar term, which is 10%. Lease expense for the lease is recognized on a straight-line basis over the lease term.

On February 22, 2023, Focus Universal (Shenzhen) Technology Co. LTD entered into a thirty-six month commercial lease with a third party for an approximately 3,449 square foot office space. The lease commenced on March 31, 2023 and will end on February 28, 2026. The monthly rent is RMB35,246 (approximately $5,133) 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.

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, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, operating lease right-of use assets and lease liabilities were as follows:

~~Schedule Lease term and discount rate~~		17
	~~September 30, 2022~~		~~December 31, 2021~~
~~Weighted average remaining lease term~~
~~Operating lease~~	~~2.42~~ ~~years~~		~~0.67~~ to ~~3.17~~ ~~years~~
~~Weighted average discount rate~~
~~Operating lease~~	10%		10~~% -~~ 15%

On March 2, 2021, our subsidiary Perfecular Inc. entered into an agreement to receive a U.S. Small Business Administration Loan (“SBA Loan”) from Wells Fargo related to the COVID-19 pandemic in the amount of $~~158,547, which we received on March 3, 2021. The SBA Loan has a fixed interest rate of~~ 1 ~~percent per annum and a maturity date two years from the date loan was issued. On April 4, 2022, the SBA authorized full forgiveness of this loan principal amount of $158,547~~ ~~and $1,570~~ ~~interest.~~

~~Interest expense incurred from the loans amounted to $288~~ ~~and $22,827~~ ~~for the nine months ended September 30, 2022 and 2021, respectively.~~

Upon formation, the total number of shares of all classes of stock that the Company is authorized to issue is seventy-five million (75,000,000) shares of common stock, par value $0.001 per share.

During the ~~nine~~three months ended ~~September 30, 2022,~~March 31, 2023, the Company issued ~~269,174~~21,589,837 shares of common ~~stock.~~stock in a one-for-two dividend to its shareholders.

On ~~April 4, 2022,~~January 17, 2023, the Company retired 400,000 shares from prior stock repurchase agreement as announced in a current report on October 7, 2022.

On February 13, 2023, the Company issued ~~121,149~~ ~~shares of its Common Stock to Boustead Securities LLC. (“Boustead”), issued pursuant to the cashless warrant exercise, exercised by Boustead on September 7, 2021 with an exercise price of $6.25~~ ~~with the shares were valued at $1,776,044~~ ~~upon the cashless exercise option of the warrants related to the completion of the Company’s August 30, 2021 public offering in connection with its listing on Nasdaq.~~

~~On May 2, 2022, the Company issued~~ ~~32,627~~ ~~shares to consultants in exchange for professional services rendered. The shares were valued at $154,709~~ ~~based on the closing price of the Company’s common stock on the dates that the shares were deemed earned, according to the agreements.~~

~~On August 17, 2022, the Company issued~~ ~~54,898~~ ~~shares to two of the board members who exercised their options. The combined~~ ~~107,500~~ ~~options were exercised and the shares were valued at $306,325~~ ~~based on the cashless exercise calculation.~~

~~On August 22, 2022, the Company issued~~ ~~60,500~~41,500 shares to employee based on the Restricted Stock Award Agreements (see Employee compensation)

~~During the year ended December 31, 2021,~~On February 21, 2023, the Company issued 7,238 shares to one of the prior board members who exercised his options with cashless exercise.

On March 23, 2023, the Company issued 21,589,837 stock dividends to its shareholders for a ~~total~~stock dividend of one share of common stock for every two shares of common stock issued and outstanding.

During the three months’ ended March 31, 2022, the Company did ~~2,300,000~~not issue any shares of common stock.

On September 2, 2021, the Company closed its underwritten initial public offering (“IPO”) under a registration statement that was declared effective on August 30, 2021, pursuant to which it issued and sold ~~2,000,000~~ ~~shares of Common Stock at a purchase price of $5.00~~ ~~per share.~~

~~On September 2, 2021, the Company closed on the IPO’s overallotment option, selling an additional~~ ~~300,000~~ ~~shares of Common Stock to the IPO’s underwriters at the public offering price of $5.00~~ ~~per share. The Company received net proceeds of approximately $10.3~~ ~~million from the IPO after deducting underwriting fees and offering expenses.~~

As of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, the Company had ~~43,528,915~~64,769,490 shares and ~~43,259,741~~ 43,530,915shares of common stock issued and outstanding, respectively.

On August 10, 2022, the Company entered a stock purchase agreement with a private shareholder to repurchase 400,000 shares of its common stock for $2,000,000 and placed it in treasury. The private shareholder transferred the shares on October 4, 2022, forming a binding agreement, and on October 6, 2022, the Company wired the first $1,000,000 of the purchase price. The remaining $1,000,000 ~~is due~~was paid on ~~or before February 6,~~March 31, 2023.

The Company ~~entered into agreements with third party consultants for financing~~terminated those 400,000 shares on January 17, 2023. As of March 31, 2023 and ~~management consulting. The~~December 31, 2022, the Company has ~~incurred consulting service fees not paid in cash amounting to $8,000~~0 ~~for the nine months ended September 30, 2022, which the Company intends to issue~~and 400,000 shares of Treasury stock ~~as compensation for services rendered. Prior and current expenses incurred and paid in shares as of September 30, 2022 amounted to $154,709~~.

On August 30, 2021, the Company entered into a Representative Common Stock Purchase Warrant agreement (“Warrant Agreement”) with its placement agent, Boustead Securities for 161,000 shares and the exercise price is $6.25. Boustead exercised the warrants on September 7, 2021. The fair value of the warrants was $~~1,041,670~~ ~~and $2,326,450~~ as of August 30 and September 7, 2021, respectively. For the year ended December 31, 2021, the Company recorded a loss from change in the fair value of warrant liability which amounted to a difference of $~~1,284,780~~.

~~These warrants were valued using a Black-Scholes pricing model with the following assumptions:~~

This Warrant Agreement allowed for cashless exercise option, which is calculated by the percentage difference between exercise and trading price, which resulted in a reduced number of warrants being exercisable. On September 7, 2021, Boustead exercised 121,149 warrants with fair value of $1,776,044 upon cashless exercise option of warrants related to completion of the Company’s public offering. The shares were issued six months after these warrants have been exercised. For the year ended December 31, 2021, the Company has a gain on settlement of derivative liability which amounted to $550,406. 121,149 shares were issued to Boustead which amounted to $1,776,044 as of September 30, 2022.

On February 11, 2022 (“Vesting Date”), the Company entered into a Restricted Stock Award Agreement (“Award Agreement”) with eight employees for 280,000 shares of the $0.001 par value voting common stock subject to the terms and to the fulfillment of the conditions set in the Company’s equity incentive plan. The first 20% of the restricted shares ~~was~~were granted and vested on February 11, ~~2022 (the “Vesting Date”).~~2022. Twenty percent of the restricted shares will vest on each anniversary of the Vesting Date until fourth anniversary of the Vesting Date. There were ~~56,000~~41,500 shares granted as of ~~March 31, 2022.~~February 13, 2023. The fair value of above employee compensation was $~~588,560~~136,904 as of ~~September 30, 2022.~~ March 31, 2023.

In November 2021, the Company entered into a one-year employment agreement with VP of Finance and Head of Investor Relations of the Company, pursuant to which the Company ~~rewards~~awarded a 10,000-share bonus consisting of shares of $0.001 par value voting common stock, which will be granted in 2,500 blocks every quarter based on certain performance metrics. In November 2022, the Company entered into an amendment agreement to amend the performance metrics. As of March 31, 2023, 2,500 shares have vested.

In October 2022, the Company entered into an employee agreement with VP of the Company, pursuant to which the Company awarded a 10,000-share bonus consisting of shares of $0.001 par value voting common stock, which will be granted in 2,500 shares every quarter. As of March 31, 2023, 2,500 shares have vested.

During the ~~nine~~three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ the total employee compensation amount for all employees in the company, was ~~$663,900~~$149,404 and ~~$0,~~$656,370, respectively. The Company issued 60,500 shares for employee compensation as of the nine months’ ended September 30, 2022. During the nine months ended September 30, 2022 and 2021, the Company recognized employee compensation in amount of $75,340 for the fixed salary of the VP of Finance and $21,020 for the Chief Financial Officer.

On August 6, 2019, each member of the Board was granted ~~30,000~~45,000 options to purchase shares at $~~5.70~~3.80 per share.

On January 4, 2021, each member of the Board was granted ~~15,000~~22,500 options to purchase shares at $~~3.00~~2.00 per share.

On December 31, 2021, each member of the Board was granted ~~15,000~~22,500 options to purchase shares at $~~8.86~~5.91 per share.

On December 31, 2022, each member of the Board was granted 22,500 options to purchase shares at $4.27 per share.

As of ~~December~~March 31, ~~2021,~~2023, there were ~~420,000~~ 615,061options granted, ~~315,288~~423,457 options vested, ~~104,713~~116,620 options unvested, and ~~420,000~~536,250 outstanding stock options.

For the ~~nine~~three months ended ~~September~~March 31, ~~2022~~2023 and ~~2021,~~2022, the Company’s stock option compensation expenses amounted to $~~652,500~~133,403 and $~~320,512~~228,375, respectively.

The fair value of the stock options listed above was determined using the Black-Scholes option pricing model with the following assumptions:

The following is a summary of the option activity from December 31, ~~2021~~2022 to ~~September 30, 2022:~~March 31, 2023:

The Company consists of three types of operations. (1) Focus Universal, Inc. (“Corporate”) involves operations related to research and development of technology products, non-specific financing, executive expense, operations and investor relations of the public entity, and general shared management and costs across subsidiary units which spread across all functional categories. (2) Perfecular Inc. (“Perfecular”) involves wholesale, marketing, and production of universal smart instruments and devices in the hydroponic and controlled agricultural segments. (3) AVX Design & Integration, Inc. (“AVX”) is an IoT installation and management company specializing in high performance and easy to use audio/video, home theater, lighting control, automation, and integration. The table below discloses income statement information by segment.

~~In the normal course of business or otherwise,~~On January 6, 2023, the Company ~~may become involved~~completed the acquisition of 100% of AT Tech for a purchase price of $1 in ~~legal proceedings.~~cash. The Company’s intangible assets were acquired from AT Tech due to customer relationship. Amortization on the intangible assets was fully amortized during the three months ended March 31, 2023. A bargain purchase gain is recognized when the net assets acquired in a business combination have a higher fair value than the consideration paid. The result of AT Tech’s operations has been included in the condensed consolidated financial statement since that date.

The following table summarizes the purchase consideration and fair value of the assets acquired and liabilities assumed as of January 6, 2023:

As a result of above information that existed as of the acquisition date, the Company recorded a bargain purchase gain of $61,747 during the three months ended March 31, 2023.

The excess of the aggregate net fair value of assets acquired and liabilities assumed over the fair value of consideration transferred as the purchase price has been recorded as a bargain purchase gain. Upon completion of the valuation of the acquired assets, the Company concluded that recording a bargain purchase gain with respect to AT Tech was appropriate and required under U.S. GAAP. The Company ~~will accrue a liability for such matters when it is probable that a liability has been incurred and~~believes the ~~amount can be reasonably estimated. When only a range~~seller was motivated to complete the transaction as part of ~~possible loss can be established, the most probable amount in the range is accrued. The accrual for a litigation loss contingency might include, for example, estimates~~an overall repositioning of ~~potential damages, outside legal fees, and other directly related costs expected to be incurred. There were no recorded litigation loss contingencies as of September 30, 2022 and December 31, 2021.~~its business.

On ~~August 10, 2022,~~April 5, 2023, the board of directors of the Company ~~entered~~approved the Company’s establishment of a ~~stock~~share repurchase program (the “Repurchase Program”) authorizing the Company to purchase ~~agreement with a private shareholder~~up to $7 million of the Company’s common stock. Pursuant to the Repurchase Program, the Company may, from time to time, repurchase ~~400,000 shares of~~ its common stock ~~for $2,000,000~~in the open market, in privately negotiated transactions or by other means, including through the use of trading plans intended to qualify under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, in accordance with applicable securities laws and ~~placed it in treasury. On October 6, 2022, the Company paid an~~other restrictions. The timing and total amount of ~~$1,000,000~~any repurchases made under the Repurchase Program will depend upon business, economic and market conditions, corporate and regulatory requirements, prevailing stock prices, and other considerations. The authorization expires on April 1, 2025, and may be suspended or discontinued at any time, and does not obligate the company to ~~repurchase 400,000 shares~~acquire any amount of ~~its~~ common ~~stock from one shareholder. A remaining $1,000,000 payment for the shares will be due within six months of August 10, 2022.~~stock.

The Company has evaluated ~~other~~all subsequent events through the date these unaudited condensed consolidated financial statements were issued and determined that there were no other subsequent events or transactions other than this election of director event that require recognition or disclosures in the unaudited condensed consolidated financial statements.

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.

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 Report on Form 10-K, Form 10-Q and any Current Reports on Form 8-K.

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 believe we have developed software machine auto generation technology to replace the manual software designs which are currently in use and cannot satisfy the exponential growth of future IoT industry demand. We believe our ultra-narrowband PLC enables our users to send data over existing electrical power cables and immediately establish a ubiquitous data network without substantial new investment for a dedicated wiring infrastructure. We believe our ultra-narrow band technology is capable of overcoming the noise problems communicating through power lines that have hindered our competitors for over a century. We believe our wireless communication technology allows for longer-range coverage, is more energy effective and has much faster data sending speeds than the current 5G technology speeds being used. We also provide sensor devices and are a wholesaler of various air filters and digital, analog, and quantum light meter systems.

For the three ~~and nine~~ months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ we generated significant amount of our revenue from sales of a broad selection of agricultural sensors and measurement equipment which is our primary business.

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. We source 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. During the development phase, the company uses generic electronic device casings to house the prototype equipment before the final design and manufacturing process.

As an update to our product line development: we plan to phase out the traditional, lower-margin products and are preparing to launch a new line of products that have been in development for several years. These newer technology products will be released in phases, and we intend that increasing amounts of technology will be layered upon these products. Additionally, we plan to continue to increase our efforts in protecting more intellectual property and have continued to develop technologies for long-term growth. We have developed products in both the controlled agriculture industry and home automation industries. We have existing relationships in both sectors.

We are building a U.S. sales team. The team has already begun marketing our current AVX branded surveillance camera system (cameras and NVRs) and indoor and outdoor LED screens.

In our hydroponics segment, our honeycomb activated carbon filter product has been issued a patent in October 2022, and the production of the products in several different formats has been completed and are ready to ship to the USA for nationwide marketing.

Our products on the home automation front are also beginning production. Of note, (1) smart wall touch light switches, (2) digital control smart wall touch light switches, (3) smart timers, and finally (4) smart controllers are ready for production.

Currently, our Shenzhen subsidiary unit mainly focuses on product development and commercialization. An important electrode with a “Total Dissolved Solids” (“TDS”) meter design, ~~which~~with applications in all solubility measurements, was completed and approved by our US management team.

Furthermore, our devices and sensors with applications within hydroponics, ~~again,~~ including (1) pH meter, (2) CO2 meter, (3) dissolved oxygen meter, (4) digital light meter, (5) new (and vastly improved) quantum par meter are under intensive testing and we expect to ~~send our~~receive new versions tointo our US headquarters for management approval in November 2022.

In summary, our entire smart home and hydroponic IoT line are expected to be completed by the end of 2022. Beyond IoT products, as an NIPL (our software platform for interoperability within IoT) derivative product, a complementary office automation software was developed, and we believe the remaining major technical difficulties have been overcome. This specific software was designated to assist in completing financial reports faster, more accurately, and allow ease of update, eliminating the need for increased staffing especially in time sensitive projects. It is designed to save CPAs, auditors, accounting, and/or legal significant of time in preparation of SEC financial reports and other internal financial reporting. Eighty percent (80%) of this software development has been completed and we hope to launch beta versions by the end of 2022.

While we will continue to sell the following products through ~~Hydrofarm, we~~Hydrofarm. We expect to have upgraded versions of certain of these products to re-introduce new versions after the older version are discontinued:

Fan speed adjuster device. ~~We provide a fan speed adjuster device to our client Hydrofarm.~~ Designed specifically for centrifugal fans with brushless motors, our adjuster device helps ensure longer life by preventing damage to fan motors by adjusting the speed of centrifugal fans without causing the motor to hum. These devices are rated for 350 watts max, have 120VAC voltage capacity and feature an internal, electronic auto-resetting circuit breaker.

Carbon filter devices. We sell two types of carbon filter ~~devices to our client Hydrofarm.~~devices. These carbon filter devices are professional grade filters specifically designed and used to filter air in greenhouses that might be polluted by fermenting organics. One of these filters can be attached to a centrifugal fan to scrub the air in a constant circle or can be attached to an exhaust line as a single pass filter, which moves air out of the growing area and filters unwanted odors and removes pollens, dust, and other debris in the air. The other filter is designed to be used with fans from 0-6000 C.F.M.

HEPA filtration device. We provide a high-efficiency particulate arrestance (“HEPA”) filtration device at wholesale prices to our client Hydrofarm. Manufactured, tested, certified, and labeled in accordance with current HEPA filter standards, this device is targeted towards greenhouses and grow rooms and designed to keep insects, bacteria, and mold out of grow rooms. We sell these devices in various sizes.

Digital light meter. We provide a handheld digital light meter that is used to measure luminance in fc units, or foot-candles.

Quantum par meter. We provide a handheld quantum par meter used to measure photosynthetically active radiation (“PAR”). This fully portable handheld PAR meter is designed to measure PAR flux in wavelengths ranging from 400 to 700 nm. It is designed to measure up to 10,000 µmol.

We are developing a device we call the Ubiquitor, which replaces the functions of traditional digital measurement and sensing products by integrating many digital sensors and measurement tools into one single digital device. We believe the platform represents a technological advancement in the IoT marketplace by integrating large numbers of technologies, including cloud technology, wired and wireless communication technology, software programming, instrumentation technology, artificial intelligence, PLC, and sensor networking into a single platform. ~~The~~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.

The USIP, which is compatible with a significant percentage of the instruments currently manufactured, consists of universal and reusable hardware and software. The universal hardware in the USIP is (i) a smartphone, computer, or any mobile device capable of running our software that includes a display and either hardware controls or software control surfaces, and (ii) our Ubiquitor, which is designed to be the universal data logger that acts as a bridge between the computer or mobile device and the sensor nodes. We call our flagship USIP device the “Ubiquitor” due to its ability to measure and test a variety of electrical and physical phenomena such as voltage, current, temperature, pressure, sound, light, and humidity—both wired and wirelessly.

We have created and assembled prototype models of the Ubiquitor in limited quantities and plan to expand our assembly in 2023. Our prototype Ubiquitor is compatible with standard desktop computers running either Windows OS or MacOS and Android- or iOS-based mobile devices and acts as a conduit that communicates with a group of sensors or probes manufactured by different vendors in a manner that requires the user to have little or no knowledge of their unique specifications. The data readout is displayed on the computer or mobile device display in application software we have created for use with a Windows PC and are creating for use with a Mac. We are designing the application software (the “App”) to have a graphical representation of control and indicator elements common in traditional tangible instruments, such as knobs, buttons, dials, and graphs, etc. Utilizing the Ubiquitor and the App, users and instrument manufacturers will be free to add, remove or change a sensor module for their special industrial or educational application without needing to create their own application software and design their own hardware. Our developers are designing and implementing a soft control touch screen interface that supports real-time data monitoring and facilitates instrument control and operation.

Recently, we have devoted a substantial number of resources to research and development in both the US and China to bring the Ubiquitor and its App to full production and distribution. We anticipate that the sales and marketing involved with bringing the Ubiquitor to market will require us to hire a number of new sales and marketing employees in order to gain traction in the market. We expect to continue this process throughout 2023. We intend to introduce the Ubiquitor in smart home installations to reduce costs and increase functionality, as well as implement the Ubiquitor device in greenhouses and other agricultural warehouses that require regulation of light, humidity, temperature, and other measurable scientific units required to create optimal growing conditions.

Our universal smart development protocol focuses not only on the design of the hardware and software modules but also on the design of the overall universal smart instruments system, guided by the principles of structure, universality and modularity. As mentioned, we believe we address the core and fundamental issues facing the IoT marketplace.

Our Ubiquitor device is a fully modular system with a universal sensor node and gateway system that uses a computer or mobile device as the output display module responsible for displaying the readings of various sensor nodes. We have completed an initial production run of prototype Ubiquitor devices and intend to proceed into full-scale production. We intend to design the Ubiquitor’s sensor analytics system to integrate event-monitoring, storage and analytics software in a cohesive package that provides a holistic view of the sensor data it is reading. During the development phase, ~~the company uses~~we use generic electronic device casings to house the prototype equipment before final design and manufacturing process.

We believe the Ubiquitor device can connect up to thousands of potential sensor nodes, and integrate data using embedded software to display the data and all analytics onto a digital screen (desktop, smartphone or mobile device displays) using a Wi-Fi connection. As disclosed in our patent application, we have already tested up to 256 sensor instrument readouts. Most types of nodes and probes can connect to the hardware. If the sensor size is bigger than the standard probe size, it is possible to simply use a USB cable to connect the probe and the hub. All data and analytics are displayed on a single screen, with tools that record and keep track of all measurements, and sort and display analytic information in easy-to-read charts.

The Ubiquitor will be a general platform that collects data in real time, up to 100 Hz per second; and thus, is intended to be adapted to many industrial uses.

By using the universal hardware or USIP, we believe we could achieve the following efficiencies in instrumentation systems:

We have not yet started research and development of a second generation Ubiquitor device, but once we demonstrate the market for this product, we intend to begin such research and development. Currently our research and development is focused on concepts we can implement in the current first generation Ubiquitor device.

Power Line Communication (“PLC”) 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 is potentially the most cost-effective, scalable interconnectivity approach for the IoT. We believe PLC 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 is an innovative communication technology that enables sending data over existing power cables in the electric grid. Because PLC uses the existing power lines, it does not require substantial new investment for a dedicated wiring infrastructure. Existing power lines already form a distribution network that penetrates most residential, commercial, and industrial properties. Given that the power grid is, for the most part, an established ubiquitous network, we believe that PLC is potentially the most cost-effective, scalable interconnectivity approach for the backbone communication infrastructure required for the IoT. PLC allows IoT devices to be plugged into power outlets to establish a connection using the existing electrical wiring, permitting data sharing without the inconvenience of running dedicated network cables.

Historically, the primary design goal of the power line network was electric power distribution. The power line network was not originally designed to function as a communication channel. Consequently, while PLC has been around for many years, the harsh electrical noise present on power lines and variations in equipment and standards make communications over the power grid difficult and present several challenges for data transfer. Signals propagating along the power line are subjected to substantial amounts of noise, attenuation, and distortion. PLC is susceptible to noise from devices linked to the power supply infrastructure. Because of these factors, previous attempts at implementing PLC technology resulted in power companies and internet service providers deciding that the technology is not a viable means of delivering data or broadband internet access.

We have successfully developed ultra-narrowband PLC technology that we believe can transfer readable data through the power grid. According to our internal testing, our ultra-narrowband PLC technology can send and receive data without the customary interference that occurs in standard office and residential environments, achieving speeds of 4 Mbps at a bandwidth of less than 1000 Hz. We utilized six industrial fans simultaneously to test noise interference and disturbance, and no significant interference was found. By comparison, a single hair dryer will render legacy PLC technology completely useless. We have completed the development of our 4Mbps PLC modules and the printed circuit board layout. These modules will be used for IoT systems involving over 1,000 sensors.

Penetrating physical barriers like walls within a single floor or reaching out to different floors in a single building is a challenge for the wireless technology that current IoT systems use. Moreover, wireless networks often face performance issues due to radio-frequency interference caused by microwave ovens, cordless telephones, or even Bluetooth devices at home. However, our PLC technology can reach every node connected via the power lines. We believe our technology will convert virtually every standard wall socket into an access point, making it a more consistent and reliable system for crucial and sensitive operations. Our ultra-narrowband PLC technology’s ability to reach long distances via power lines will become especially useful in commercial networks that require the ability to avoid physical barriers like walls, underground structures, and hills. We believe that our PLC technology can be integral to any smart city, community, or campus.

For example, the 5G cellular network promises exciting advances for telecommunication service providers, but implementing the 5G network will be challenging. The implementation will require building out dense, low-latency edge networks in ways that are affordable, secure and easily maintainable ways. 5G antennas will be able to handle more users and to transmit more data, but they will have a shorter transmission range. 5G networks will also require frequencies of up to 300 GHz. This requirement means wireless carriers must bid for the costly higher spectrum bands to roll out their respective 5G networks. Generally speaking, wireless networks are typically slower and more expensive than existing wired networks and extremely susceptible to interference from radio signals, radiation, walls and other forms of interference. Additionally, wireless networks may be accessed by any device within range of the network’s signal, making the information transmitted on a wireless network susceptible to access by unauthorized recipients. We are currently developing a wired alternative to wireless networks that utilize installed power lines to transmit information. Our PLC technology uses an ~~ultra-narrow band~~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-narrow band~~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.

We continue to build upon our existing research and development with the intention of inventing an ultra-narrowband PLC technology that attempts to tackle two challenges: 1) overcoming interference caused by electronic noise on the power line system; and 2) bandwidth. Preliminary internal testing suggests that we have achieved significant noise rejection and interference suppression. In our preliminary internal testing, we have been able to increase bandwidth to 4 megabits per second with the potential for more, while simultaneously effectively dealing with electrical noise and interference. Based on the promising results of our internal testing, we have begun designing a proprietary PLC microchip and have set an intended launch date for 2023.

We believe that because residential and commercial structures already include multiple power outlets, the power line infrastructure represents an excellent network to share data among intelligent devices, particularly in the smart home installations that we are currently performing through AVX. Using PLC technology would mean that the requirement for costly ethernet cable networks to carry network information could be eliminated, as the same signals may be carried on the existing power lines.

We plan to leverage the communications technology of PLC to enhance the Ubiquitor and make the Ubiquitor a central component of the smart home and gardening systems we are currently developing. The goal would be that our Ubiquitor would be used to send or receive control signals from a smart device, and control hundreds of devices in near real time. We intend to apply the same concept to commercial and industrial applications.

~~Also, we plan~~On December 23, 2021, Focus Universal (Shenzhen) Technology Co. LTD was founded as a mainland China office for manufacturing procurement expertise and support research and development activities. Focus Universal (Shenzhen) Technology Co. LTD is designed to ~~design~~function as a ~~full line of~~branch office accessing high level ability to source products for the gardening industry by integrating the Ubiquitor device into a gardening system. The system would include a light control node, temperature sensor, humidity sensor, digital light sensor, quantum PAR sensor, pH sensor, total dissolved solids (“TDS”) sensor and ~~carbon dioxide sensor design. We believe combining these sensors would offer the same features as combining dozens or even hundreds of different instruments~~build relationships with manufacturers in the ~~gardening industry. The Ubiquitor would~~region and as a lower cost form of support research and development as engineers are more plentiful in the region. This last quarter of 2022, this office has continued to grow to double digit headcount and has also begun to handle other online and simple phone marketing and marketing materials production activities, provided a cost and quality benefit exists at the time.

Just like our ultra-narrowband technology can be used to ~~replace these devices~~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 ~~could offer another case study~~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 ~~effectiveness of the application of universal smart~~ultra-narrowband technology ~~to such systems.~~

~~The development of universal smart instruments~~ and the ~~IoT have~~5G applications, see “Part I - Item 1. Business, Section 2. “Creating a ~~considerable amount of overlap,~~faster 5G cellular technology by using ultra-narrowband technology” in our 10-K Annual Report filed with the only difference being the number of sensor nodes involved. We plan to take advantage of this overlap and unify universal smart instruments and the IoT into a single system, building the IoT infrastructure for both residential and commercial uses and charging monthly subscription fees. End users will be able to plug any peripheral devices into the power outlet and enjoy the IoT connectivity throughout their home.SEC on March 31, 2023.

Eventually, we hope to establish five divisions to bring our technology together: 1) AVX with new shared distributed smart home products powered by the Ubiquitor; 2) an IT division in software machine design; 3) Universal Smart Instrumentation; 4) PLC; and 5) an IoT division.

On November 4, 2016, we filed a U.S. patent application number 15/344,041 with the USPTO. On March 5, 2018, we issued a press release announcing that the USPTO published an Issue Notification for U.S. Patent Application No. 9924295 entitled “Universal Smart Device,” which covers a patent application regarding the Company’s Universal Smart Device. The patent was issued on March 20, 2018.

Subsequent to our internal research and development efforts, we filed with the USPTO on June 2, 2017 a patent application regarding a process for improving a spectral response curve of a photo sensor. The small and cost-effective multicolor sensor and its related software protected by the patent we believe could achieve a spectral response that approximates an ideal photo response to take optical measurement. The patent was issued on February 26, 2019.

In addition, we have been notified that the USPTO published a notice of allowance for a patent application we filed on March 12, 2018 as application No. 15/925,400. The patent title is a “Universal Smart Device,” which is a universal smart instrument that unifies heterogeneous measurement probes into a single device that can analyze, publish, and share the data analyzed. The issue fee was paid on March 14, 2019.

On November 29, 2019, the Company filed an international utility patent application filed through the patent cooperation treaty as application PCT/US2019/63880. In April 2020, the Company was notified that it received a favorable international search report from the International Searching Authority regarding this patent application, which patents the Company’s PLC technology. The World International Property Organization report cited only three category “A” documents, indicating that the Company’s application met both the novelty and non-obviousness patentability requirements. Consequently, the Company is optimistic that the patent covering the claims for its PLC technology will be issued in due course and will allow the Company to implement strong protections on the PLC technology worldwide.

In the fourth quarter of 2021, we hired the law firm of Knobbe Martens, Olson & Bear, LLP to serve as outside intellectual property counsel for the Company. The firm is working on further transferring the Company’s provisional patent applications to formal patent applications which should number 13 according if all proceed according to plan. In addition, Knobbe Martens is also working on further filing four previously unfiled patents during the same timeframe and extending an existing patent application into Europe and Australia. In addition, in May 2022, the Company also engaged Chang & Hale, LLP law firm as suggested by our counsel at Knobbe, Martens, Olsen & Bear, LLP to assist with two new patents, however Knobbe Martens still remains our main IP counsel. The company now has 24 total patents and patent applications in various phases with the US Patent and Trademark Office, with ~~two~~three more provisional patents filed this quarter.

As a note, Focus Universal’s patent number 11,488,468 was allowed and subsequently issued on November 1, 2022. The patent is titled “Sensor for Detecting the Proximity of an IEEE 802.11 Protocol Connectable Device.”

We have identified several competitors we have identified, specifically in the wireless sensor node industry, including traditional instruments or device manufacturers such as Hanna Instruments and Extech Instruments.

Hach developed and launched the SC1000 Multi-parameter Universal Controller, a probe module for connecting up to 32 digital sensors or analyzers. However, their products are not compatible with smart phones yet; and we believe their price point is still prohibitive to consumers.

Monnit Corporation offers a range of wireless and remote sensors. Many of Monnit’s products are web-based wireless sensors that usually are not portable because of their power consumption. Also, the sensors’ real-time updates are slow; and we believe security of the web-based sensor data acquisition may also be a concern. In addition to purchasing the device, consumers usually have to pay monthly fees for using web-based services.

We are not trying to compete with traditional instruments or device manufacturers because we utilize our Ubiquitor device in conjunction with our smartphone application, which we believe will be a completely different product category.

There are several companies that compete with AVX in smart home installations, including Vivint Smart Home, Crestron and Control4. However, we believe we can distinguish ourselves from our competitors by offering a substantially lower price. An installation by Crestron ranges between $20,000 and $100,000 and by Control4 between $20,000 and $40,000. The cheapest competitor we can identify in this sector is Vivint Smart Home, which costs less than $5,000 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.

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.

We believe ~~that~~universal wireless ~~universal~~ smart technology will play a critical role for traditional instrument manufacturers, as itcurrently simply the undertaking of an IoT project is too expensive and difficult to develop for medium or smaller ~~companies.~~companies and carries 75% failure rate according to Cisco Systems¹. The cost factor is the first consideration when deciding whether a company wants to develop smart wireless technologies and implement them in 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 spending². More specifically, the IoT sensors market is projected to reach $26 Billion by 2026 from $11.1 Billion in 2022³. 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.

We also expect our recent growth within our IoT Installation Services segment and acquisition of AT Tech Systems to bolster and complement our AVX Design and Integration and all other related installation businesses of these IoT products. The number of new contracts we have signed thus far in a limited amount of time through the segment is 13 with an average value of $13,355 and a total collection value of $485,618 in signed contracts to date, of which we have already collected $233,801. Additionally, thus far, we have an aggregate $1,041,897 in contracts agreed in principle, of which we expect to be signed and deposits paid. This is compared to our highest AVX revenue for calendar year of $817,233 in 2019, $705,877 for 2020, $252,958 for 2021, and $260,871 for 2022 for the entire calendar year. While statistics regarding the IoT installation sectors are difficult to aggregate given that the work is often are pieced off into various contractor service categories, the residential custom installation market ranges from $5.7B to $12.1B⁵, and we would expect the commercial and industrial installation markets to be larger than the residential for IoT devices.

For the three months ended ~~September 30, 2022~~March 31, 2023 compared to the three months ended ~~September 30, 2021~~March 31, 2022

Our consolidated gross revenue for the three months ended ~~September 30,~~March 31, 2023 and 2022 was $236,095 and ~~2021 was $60,654 and $634,777,~~$157,167 respectively, which included revenue from related parties of ~~$5,968~~$0 and ~~$0,~~$31,542, respectively. Revenue for the three months ended ~~September 30, 2022 decreased $574,123~~March 31, 2023 increased $78,928 due to sales ~~decrease~~increase from ~~major customer~~new acquisition, AT Tech. This increase of ~~Perfecular~~revenue was mainly a result of the increase of IoT Installation Services being bolstered by additional resources such as increased headcount.

Cost of revenue for the three months ended March 31, 2023 was $180,744, compared to $143,523 for the three months ended March 31, 2022. While the overall cost of revenue increased, as a percent of revenue, costs went down as a result higher margin contracts for IoT Installation Services being signed. In addition to the increase in revenue, gross profit increase to $55,351 compared to $13,644 three months ended March 31, 2023 and AVX Design & Integration Inc. being unable to generate more service work or develop a big project of high competitive environment in Los Angeles area. Additionally, the company is midstream in shifting toward more higher technology products and revenues, and diversifying away from more generalized hydroponic equipment of which remain in higher inventory levels within the industry.2022, respectively.

¹ Cisco Systems, Connected Futures, Executive Business Insights, May 2017, The Journey to IOT Value, Challenges, Breakthroughs, and Best Practices, https://www.slideshare.net/CiscoBusinessInsights/journey-to-iot-value-76163389, https://newsroom.cisco.com/c/r/newsroom/en/us/a/y2017/m05/cisco-survey-reveals-close-to-three-fourths-of-iot-projects-are-failing.html

²IoT Analytics, Market Insights for the Internet of Things, February 7, 2023, Global IoT market size to grow 19% in 2023—IoT shows resilience despite economic downturn, https://iot-analytics.com/iot-market-size/

³Markets and Markets, IoT Sensors Market by Sensor Type, Network Technology, Vertical, Application, and Geography – Global Forecast -2026, https://www.marketsandmarkets.com/Market-Reports/sensors-iot-market-26520972.html

⁴Cision PRNewswire, Research and Markets, Global $664.75 Billion 5G Services Markets to 2028: Rising Need for High Bandwidth to Provide Reliable Communication to IoT Devices is Expected to Boost Overall Market Growth, https://www.prnewswire.com/news-releases/global-664-75-billion-5g-services-markets-to-2028-rising-need-for-high-bandwidth-to-provide-

reliable-communication-to-iot-devices-is-expected-to-boost-overall-market-growth-301432173.html

⁵ CEPro. How Big is the Custom Installation Market?, February 5, 2018, https://www.cepro.com/news/how_big_is_custom_installation_market/

Cost of revenue for the three months ended September 30, 2022 was $42,441, compared to $521,334 for the three months ended September 30, 2021. This decrease in cost of revenue was related to the decrease in revenues. In addition to the decrease in revenue, gross profit decrease to $18,213 compared to $113,443 three months ended September 30, 2022 and 2021, respectively.

The major components of our cost and operating expenses for the three months ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~ are outlined in the table below:

Selling expenses for the three months ended ~~September 30, 2022~~March 31, 2023 was ~~$76,984,~~$11,859, compared to ~~$14,776~~$38,339 for the three months ended ~~September 30, 2021.~~March 31, 2022. Selling expense incurred was mainly from third party advertising fees and marketing ~~fees, including expenses~~ related ~~to the Company’s management ringing the closing bell for Nasdaq, and a one-time sales return for Perfecular.~~fee. The ~~increase~~decrease of selling ~~expenses~~expense was due to ~~an increase~~a decrease in ~~marketing~~advertising fees.

Compensation – officers and directors were ~~$34,000~~$307,534 and ~~$34,600~~$325,665 for the three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ respectively.

Research and development costs were ~~$133,109~~$276,481 and ~~$55,525~~$561,744 for the three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ respectively. The ~~increase~~decrease was due to ~~an increase~~a decrease in number of research and development employee ~~compensation and China based operations’ research and development costs.~~headcount in the Ontario, California headquarters.

Professional fees were ~~$150,943~~$257,399 during the three months ended ~~September 30, 2022,~~March 31, 2023, compared to ~~$343,787~~$360,866 during the three months ended ~~September 30, 2021.~~March 31, 2022. The decrease in these professional fees compared to the prior period was due to ~~the fact that~~a decrease in ~~the prior period we were uplisting to Nasdaq by pursuing an underwritten offering.~~professional legal fees.

General and administrative expenses of ~~$597,143~~$443,052 incurred during the three months ended ~~September 30, 2022~~March 31, 2023 primarily consisted of ~~stock-based compensation of $195,750, salaries of $110,024, rent of $43,266,~~ insurance expense of ~~$72,274, and~~$107,473, amortization expense of $28,741, payroll tax of $73,067, administrative salaries of $71,956, depreciation expense of ~~$41,115.~~$41,798 and rent of $46,080. General and administrative expenses of ~~$422,309~~$650,891 incurred during the three months ended ~~September 30, 2021~~March 31, 2022 primarily consisted of ~~stock-based~~employee compensation of ~~$106,837, salaries of $82,382,~~$193,930, insurance expense of ~~$116,546~~$176,915, administrative salaries of $137,162, rent of $75,597 and depreciation expense of ~~$41,062.~~ $40,163.

Other income of ~~$31,946~~$210,431 incurred during the three months ended ~~September 30, 2022~~March 31, 2023 primarily consisted of interest income of ~~$2,635,~~$14,436, gain on bargain purchase of $61,747, unrealized gain on marketable equity securities of ~~$42,101,~~$32,570, realized loss on marketable equity securities of ~~$31,486~~$14,901, rental income of $39,952 and other ~~income~~expense of ~~$18,696.~~$7,073. Other expenses of ~~$580,200~~$54,931 incurred during the three months ended ~~September 30, 2021~~March 31, 2022 primarily consisted of interest expense of ~~$14,069, gain on extinguishment~~$6, rental income of ~~debt $107,460, change in fair value of warrant liability of $1,284,780, gain on settlement of derivative liability of $550,406~~$46,372 and other income of ~~$60,783.~~$8,565.

During the three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ we incurred net losses of ~~$942,020~~$1,114,243 and ~~$1,337,754 respectively, due to the factors discussed above.~~

~~For the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021~~

Our consolidated gross revenue for the nine months ended September 30, 2022 and 2021 was $282,463 and $1,259,920, respectively, which included revenue from related parties of $39,788 and $15,141, respectively. Revenue for the nine months ended September 30, 2022 decreased $977,457 due to sales decrease from Hydrofarm to Perfecular and AVX Design & Integration Inc. being unable to generate more service work or develop a big project in the highly competitive environment of the Los Angeles area. As mentioned, the company is midstream in shifting toward more higher technology products and revenues and diversifying away from generalized hydroponic equipment.

Cost of revenue for the nine months ended September 30, 2022 was $243,004, compared to $1,022,666 for the nine months ended September 30, 2021. This decrease in cost of revenue was related to the decrease in revenues. In addition to the decrease in revenue, gross profit decrease to $39,459 compared to $237,254 nine months ended September 30,2022 and 2021, respectively.

~~The major components of our cost and operating expenses for the nine months ended September 30, 2022 and 2021 are outlined in the table below:~~

Selling expense for the nine months ended September 30, 2022 was $132,871, compared to $15,734 for the nine months ended September 30, 2021. Selling expense incurred was mainly from marketing fees. The increase of selling expense was due to an increase in marketing fees.

~~Compensation – officers and directors were $144,040 and $107,700 for the nine months ended September 30, 2022 and 2021, respectively. The increase was due to granting equity compensation.~~

Research and development costs were $862,214 and $165,897 for the nine months ended September 30, 2022 and 2021, respectively. The increase was due to an increase in research and development employee compensation; and on research and development costs incurred by our Chinese subsidiary.

Professional fees were $686,150 during the nine months ended September 30, 2022 compared to $801,262 during the nine months ended September 30, 2021. The decrease in professional fees compared to the prior period was due to the fact that in 2021 the Company was uplisting to Nasdaq and conducted an underwritten offering.

General and administrative expenses of $2,317,359 incurred during the nine months ended September 30, 2022 primarily consisted of stock-based compensation of $652,500, salaries of $579,958, rent of $280,311, insurance expense of $330,768, and depreciation expense of $123,177. General and administrative expenses of $1,286,943 incurred during the nine months ended September 30, 2021 primarily consisted of stock-based compensation of $320,512, salaries of $344,133, depreciation expense of $121,933, and insurance expense of $251,690. The major portion of increase these expenses were related to increase director’s stock-based compensation.

Other income of $230,928 incurred during the nine months ended September 30, 2022 primarily consisted of interest income of $2,885, unrealized loss on marketable equity securities of $32,525, realized loss on marketable equity securities of $21,205 and other income of $281,773. Other expense of $360,133 incurred during the nine months ended September 30, 2021 primarily consisted of interest expense of $36,825, gain on extinguishment of debt for SBA PPP forgiveness loan amount of $260,450, change in fair value of warrant liability amount of $1,284,780, gain on settlement of derivative liability amount of $550,406 and other income of $150,616.

~~During the nine months ended September 30, 2022 and 2021, we incurred net losses of $3,872,247 and $2,500,415~~$1,868,930 respectively, due to the factors discussed above.

The table below, for the periods indicated, provides selected cash flow information:

Our net cash outflows from operating activities of ~~$2,435,157~~$838,535 for the ~~nine~~three months ended ~~September 30,~~March 31, 2023 was primarily the result of our net loss of $1,114,243 and changes in our operating assets and liabilities offset by the add-back of non-cash expenses. The change in operating assets and liabilities includes a decrease in accounts receivable of $8,832, a decrease in accounts receivable – related party of $34,507, a decrease in inventories of $13,109, an increase in prepaid expense of $80,511, a decrease in deposit of $8,617, an increase in operating lease right-of-use asset of $16,075, a decrease in accounts payable and accrued liabilities of $20,011, an increase in customer deposit of $98,838, and a decrease in lease liabilities of $50,885. Non-cash expense included add-backs of $5,114 in bad debt expense, $42,041 in depreciation expense, $28,741 in amortization of intangible assets, $14,901 in realized loss on marketable securities, $149,404 in stock-based compensation - shares, and $133,403 in stock option compensation, reduces of $32,570 in unrealized gain on marketable equity securities and $61,747 in gain on bargain purchase.

Our net cash outflows from operating activities of $902,283 for the three months ended March 31, 2022 was primarily the result of our net loss of ~~$3,872,247~~$1,868,930 and changes in our operating assets and liabilities offset by the add-back of non-cash expenses. The change in operating assets and liabilities includes an increase in accounts receivable of ~~$32,257,~~$96,258, an increase in accounts receivable – related party of ~~$45,413,~~$70,816, an increase in inventories of ~~$5,087,~~$5,067, a decrease in other receivable of $13,057, a decrease in prepaid expense of ~~$116,648,~~$148,616, an ~~decrease~~increase in deposit of ~~$1,998,~~$35,142, a decrease in operating lease right-of-use asset of $226,468, an decrease in accounts payable and accrued liabilities of $120,121, a decrease in other current liabilities of $17,135, an decrease in customer deposit of $271, a decrease in lease liabilities of $94,542, an increase in other liabilities of $12,335. Non-cash expense included add-backs of $72,108 in bad debt expense, $21,133 in reduction of inventory fair value adjustments, $123,908 in depreciation expense, $32,525 in unrealized loss on marketable equity securities, $21,205 in realized loss on marketable securities, $158,547 in gain on forgiveness of debt, $671,901 in stock-based compensation - shares, and $652,500 in stock option compensation.

Our net cash outflows from operating activities of $1,496,812 for the nine months ended September 30, 2021, was primarily the result of our net loss of $2,500,415 and changes in our operating assets and liabilities offset by the add-back of non-cash expenses. The change in operating assets and liabilities includes an increase in accounts receivable of $120,503, a decrease in inventory of $20,969, an increase in prepaid expenses of $55,280, a decrease in deposits of $100,000, a decrease in operating lease right-of-use asset of $36,059,$150,623, an increase in accounts payable and accrued liabilities of ~~$172,474,~~$38,000, a decrease ~~in accounts payable – related party of $17,471, an increase~~ in other current liabilities of ~~$17,299, a decrease in customer deposits of $57,106,~~$17,135, a decrease in lease liabilities of ~~$39,044, and a decrease~~$123,951, an increase in other liabilities of ~~$17,135.~~$14,736. Non-cash expense ~~includes~~included add-backs of ~~$7,794~~$42,080 in bad debt expense, ~~$1,689~~$25,006 in reduction of inventory ~~reserve reductions, $121,932~~fair value adjustments, $40,165 in depreciation expense, ~~$258,960 in gain on extinguishment of debt, $1,284,780 in change in fair value of warrant liability, $550,406 in gain on settlement of derivative liability, $36,000~~$656,370 in stock-based compensation - shares, $8,000 in stock-based compensation - services, and ~~$320,512~~$228,375 in stock option compensation.

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.

For the ~~nine~~three months ended ~~September 30, 2022~~March 31, 2023, we had cash ~~outflow~~inflow from investing activities of ~~$177,738.~~$61,824. That was primarily the result from the purchase of property and equipment of ~~$39,193,~~$9,920, purchase of marketable securities of ~~$768,949,~~$17,690, and proceeds from sales of marketable securities of ~~$630,404.~~$89,434. For the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 we had cash outflow from investing activities of ~~$6,875~~$31,470 from the purchase of property and equipment.

For the three months ended March 31, 2023, we had cash outflows of $1,000,000 due to purchase of treasury stock. There were no financing activities for the ~~nine~~three months ended ~~September 30,~~March 31, 2022. For the nine months ended September 30, 2021, cash inflows of $10,455,528 were due to proceeds of SBA loans of $267,297, payment of an SBA loan of $137,900, proceeds from bank loan of $1,500,000, payment on bank loan of $1,500,000, and net proceeds of $10,326,131 from an underwritten public offering.

In the long term, the continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to repay its debt obligations, to obtain necessary equity financing to continue operations, and the attainment of profitable operations. For the nine months ended September 30, 2022, the Company had a net loss of $3,872,247 and negative cash flow from operating activities of $2,435,157. With a January 1, 2022 beginning cash amount of $8,678,665, the Company will have enough cash to cover its projected annual cash burn rate of $3,152,618 which is an increase from the previous year. This is a result of coming off of a year where the company completed an uplisting transaction causing a greater than normal amount of expenditure, especially in professional service fees. Overall, the Company has adequate cash for the Company to continue operation as a going concern throughout 2022 without any additional capital raise. As a result, the previous factors raising substantial doubt to continue as a going concern have been alleviated for the following year.

As of ~~September 30, 2022,~~March 31, 2023, we did not have any off-balance-sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation SK.

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.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a15(e) and 15d15(e) under the Securities and Exchange Act of 1934, at the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were effective such that the material information required to be included in our Securities and Exchange Commission reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our Company, particularly during the period when this report was being prepared.

Our management concluded we did not maintain effective controls over the Company’s financial reporting. The material weaknesses in our internal control over financial reporting, caused principally by inadequate staffing and technical expertise in key positions, resulted in overly relying on outside consultants to make numerous adjustments to our financial statements. Additionally, the significant deficiencies or material weaknesses could result in future material misstatement of the consolidated financial statements that would not be prevented or detected. Management has concluded that the identified control deficiencies constitute a material weakness.

There were no changes in our internal control over financial reporting during our most recent fiscal quarter that materially affected, or were reasonably likely to materially affect, our internal control over financial reporting.

Disclosure controls and procedures, no matter how well designed and implemented, can provide only reasonable assurance of achieving an entity's disclosure objectives. The likelihood of achieving such objectives is affected by limitations inherent in disclosure controls and procedures. These include the fact that human judgment in decision-making can be faulty and that breakdowns in internal control can occur because of human failures such as simple errors or mistakes or intentional circumvention of the established process.

We were not subject to any new legal proceedings during the ~~nine~~three months ended ~~September 30,2022~~March 31,2023 and there are currently no new legal proceedings, to which we are a party, which could have a material adverse effect on our business, financial condition or operating results.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

No shares or common stock were sold during the ~~nine~~three months ended ~~September 30, 2022.~~March 31, 2023.

No senior securities were issued and outstanding during the ~~nine-month~~three-month periods ended ~~September 30, 2022~~March 31, 2023 or ~~2021.~~2022.

Our common stock trades on the Nasdaq Global Market under the symbol “FCUV.”

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Nevada	46-3355876
(State or other jurisdiction	(IRS Employer File Number)
of incorporation)

2311 E. Locust Court, Ontario, CA	91761
(Address of principal executive offices)	(Zip Code)

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
Emerging growth company ☐

PART I FINANCIAL INFORMATION	3

Item 1. Condensed Consolidated Financial Statements (Unaudited)	3

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	2423

Item 3. Quantitative and Qualitative Disclosures About Market Risk	3432

Item 4. Controls and Procedures	3432

PART II OTHER INFORMATION	3533

Item 1. Legal Proceedings	3533

Item 1A. Risk Factors	3533

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	3533

Item 3. Defaults Upon Senior Securities	3533

Item 4. Mine Safety Disclosures	3533

Item 5. Other Information	3533

Item 6. Exhibits	3633

Signatures	3734

Contents	Page

Condensed Consolidated Balance Sheets as of ~~September 30, 2022~~March 31, 2023 (unaudited) and December 31, ~~2021~~2022	4

Condensed Consolidated Statements of Operations for the Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~ (unaudited)	5

Condensed Consolidated ~~Statement~~Statements of Changes in Stockholder’s Equity for the Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~ (unaudited)	6

Condensed Consolidated Statements of Cash Flows for the ~~Nine~~Three Months Ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~ (unaudited)	7

Notes to the Unaudited Condensed Consolidated Financial Statements	8



	September 30,			December 31,			March 31,			December 31,
	2022			2021			2023			2022
	(Unaudited)						(Unaudited)
ASSETS
Current Assets:
Cash	$	6,062,418		$	8,678,665		$	2,570,475		$	4,343,426
Accounts receivable, net		137,464			177,315			64,367			78,313
Accounts receivable – related party		60,589			15,176			–			34,507
Inventory		49,109			22,889			90,663			103,772
Other receivables		13,057			13,057
Prepaid expenses		183,620			301,270			222,934			142,342
Marketable equity securities		84,815			–			51,395			105,470
Deposit - current portion		–			5,968
Total Current Assets		6,591,072			9,214,340			2,999,834			4,807,830

Property and equipment, net		4,266,907			4,353,340			4,196,588			4,228,630
Operating lease right-of-use asset		167,122			420,137			270,481			253,336
Deposits		34,296			33,933			24,823			33,264

Total Assets	$	11,059,397		$	14,021,750		$	7,491,726		$	9,323,060

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued liabilities	$	168,600		$	293,354		$	214,726		$	267,685
Treasury stock payable								–			1,000,000
Other current liabilities		6,496			23,902			105,334			6,496
Treasury stock payable		2,000,000			–
Loan, current portion		–			132,618
Lease liability, current portion		103,344			121,568			82,388			113,058
Total Current Liabilities		2,278,440			571,442			402,448			1,387,239

Non-Current Liabilities:
Lease liability, less current portion		189,759			302,387			147,170			165,952
Loan, less current portion		–			25,929
Other liability		12,335			–			12,335			12,335
Total Non-Current Liabilities		202,094			328,316			159,505			178,287

Total Liabilities		2,480,534			899,758			561,953			1,565,526

Contingencies (Note 13)		–			–
Contingencies (Note 12)								–			–

Stockholders' Equity:
Common stock, par value $0.001 per share, 75,000,000 shares authorized; 43,528,915 shares issued and outstanding as of September 30, 2022 and 43,259,741 shares issued and outstanding as of December 31, 2021		43,529			43,259
Treasury stock, 400,000 shares at par value $0.001		(400	)		–
Common stock, par value $0.001 per share, 75,000,000 shares authorized; 64,769,490 shares issued and outstanding as of March 31, 2023 and 43,530,915 shares issued and outstanding as of December 31, 2022								64,769			43,531
Treasury stock at cost (0 shares and 400,000 shares held at March 31, 2023 and December 31, 2022, respectively)								–			(2,000,000	)
Additional paid-in capital		25,319,339			24,093,075			25,833,643			27,536,499
Shares to be issued, common shares		21,020			1,922,753			12,500			48,075
Accumulated deficit		(16,809,338	)		(12,937,091	)		(18,978,271	)		(17,864,028	)
Accumulated other comprehensive income (loss)		4,713			(4	)		(2,868	)		(6,543	)
Total Stockholders' Equity		8,578,863			13,121,992			6,929,773			7,757,534

Total Liabilities and Stockholders' Equity	$	11,059,397		$	14,021,750		$	7,491,726		$	9,323,060



	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
	2022			2021			2022			2021			2023			2022
Revenue	$	54,686		$	634,777		$	242,675		$	1,244,779		$	236,095		$	125,625
Revenue - related party		5,968			–			39,788			15,141			–			31,542
Total Revenue		60,654			634,777			282,463			1,259,920			236,095			157,167

Cost of Revenue		42,441			521,334			243,004			1,022,666			180,744			143,523

Gross Profit		18,213			113,443			39,459			237,254			55,351			13,644

Operating Expenses:
Selling expense		76,984			14,776			132,871			15,734			11,859			38,339
Compensation - officers		34,000			34,600			144,040			107,700			307,534			325,665
Research and development		133,109			55,525			862,214			165,897			276,481			561,744
Professional fees		150,943			343,787			686,150			801,262			257,399			360,866
General and administrative		597,143			422,309			2,317,359			1,286,943			443,052			650,891
Total Operating Expenses		992,179			870,997			4,142,634			2,377,536			1,296,325			1,937,505

Loss from Operations		(973,966	)		(757,554	)		(4,103,175	)		(2,140,282	)		(1,240,974	)		(1,923,861	)

Other Income (Expense):
Interest income (expense), net		2,635			(14,069	)		2,885			(36,825	)		14,436			(6	)
Gain on extinguishment of debt		–			107,460			–			260,450
Change in fair value of warrant liability		–			(1,284,780	)		–			(1,284,780	)
Gain on settlement of derivative liability		–			550,406			–			550,406
Unrealized gain and (loss) on marketable equity securities		42,101			–			(32,525	)		–
Gain on bargain purchase														61,747			–
Unrealized gain (loss) on marketable equity securities														32,570			–
Realized loss on marketable equity securities		(31,486	)		–			(21,205	)		–			(14,901	)		–
Rental income														39,952			46,372
Other income (expense), net		18,696			60,783			281,773			150,616			(7,073	)		8,565
Total other income (expense)		31,946			(580,200	)		230,928			(360,133	)		126,731			54,931

Loss before income taxes		(942,020	)		(1,337,754	)		(3,872,247	)		(2,500,415	)		(1,114,243	)		(1,868,930	)

Income tax expense		–			–			–			–			–			–

Net Loss	$	(942,020	)	$	(1,337,754	)	$	(3,872,247	)	$	(2,500,415	)	$	(1,114,243	)	$	(1,868,930	)

Other comprehensive items
Foreign currency translation gain and (loss)		4,596			–			4,717			–			3,675			552

Total comprehensive loss	$	(937,424	)	$	(1,337,754	)	$	(3,867,530	)	$	(2,500,415	)	$	(1,110,568	)	$	(1,868,378	)

Weight Average Number of Common Shares Outstanding: Basic and Diluted		43,462,436			43,259,741			43,373,708			43,259,741			45,149,834			43,259,741

Net Loss per common share: Basic and Diluted	$	(0.02	)	$	(0.03	)	$	(0.09	)	$	(0.06	)	$	(0.02	)	$	(0.04	)



										Additional			Shares to be issued						Accumulated Other		Total
	Common stock				Treasury stock					Paid-In			Common			Accumulated			Comprehensive		Stockholders'
Description	Shares		Amount		Shares		Amount			Capital			Shares			Deficit			Loss		Equity
Balance - June 30, 2022		43,413,517	$	43,413		–	$	–		$	26,480,424		$	684,920		$	(15,867,318	)	$	117	$	11,341,556
Stock based compensation - options		54,898		55		–		–			195,696			–			–			–		195,751
Stock based compensation - shares		60,500		61		–		–			642,819			(663,900	)		–			–		(21,020	)
Purchase of treasury stock		–		–		400,000		(400	)		(1,999,600	)		–			–			–		(2,000,000	)
Other comprehensive loss		–		–		–		–			–			–			–			4,596		4,596
Net loss		–		–		–		–			–			–			(942,020	)		–		(942,020	)
Balance - September 30, 2022		43,528,915	$	43,529		400,000	$	(400	)	$	25,319,339		$	21,020		$	(16,809,338	)	$	4,713	$	8,578,863




Balance - June 30, 2021		40,959,741	$	40,959		–	$	–		$	14,594,733		$	122,709		$	(10,878,775	)	$	–	$	3,879,626
Issuance of common stock		2,300,000		2,300		–		–			9,282,161			1,776,044			–			–		11,060,505
Stock based compensation - options		–		–		–		–			106,837			–			–			–		106,837
Common stock issued for service		–		–		–		–			–			12,000			–			–		12,000
Net loss		–		–		–		–			–			–			(1,337,754	)		–		(1,337,754	)
Balance - September 30, 2021		43,259,741	$	43,259		–	$	–		$	23,983,731		$	1,910,753		$	(12,216,529	)	$	–	$	13,721,214


	Common stock						Treasury Stock			Additional Paid-In			Shares to be issued Common			Accumulated			Accumulated Other Comprehensive			Total Stockholders’
Description	Shares			Amount			at Cost			Capital			Shares			Deficit			Loss			Equity
Balance – December 31, 2022		43,530,915		$	43,531		$	(2,000,000	)	$	27,536,499		$	48,075		$	(17,864,028	)	$	(6,543	)	$	7,757,534

Stock based compensation - options		–			–			–			133,403			–			–			–			133,403

Stock based compensation – cashless exercise options		7,238			7			–			(7	)		–			–			–			–

Stock based compensation - shares		41,500			41			–			184,938			(35,575	)		–			–			149,404

Retirement of treasury stock		(400,000	)		(400	)		2,000,000			(1,999,600	)		–			–			–			–

Issued stock dividend		21,589,837			21,590			–			(21,590	)		–			–			–			–

Other comprehensive income		–			–			–			–			–			–			3,675			3,675

Net loss		–			–			–			–			–			(1,114,243	)		–			(1,114,243	)

Balance – March 31, 2023		64,769,490		$	64,769		$	–		$	25,833,643		$	12,500		$	(18,978,271	)	$	(2,868	)	$	6,929,773

Schedule of estimated useful lives of property, plant and equipment
Fixed assets	Useful life
Furniture	5 years ~~years~~
Equipment	5 years ~~years~~
Warehouse	39 years ~~years~~
Improvement	5 years ~~years~~
Land	N/A

	·	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.

Schedule of Fair Value Assets And Liabilities Measured On Recurring Basis
	September 30, 2022 (unaudited)								March 31, 2023 (unaudited)
	Fair Value						Carrying		Fair Value						Carrying
	Level 1		Level 2		Level 3		Value			Level 1		Level 2		Level 3		Value
Assets
Marketable securities:
Stock	$	84,815	$	–	$	–	$	84,815	$	51,395	$	–	$	–	$	51,395
Total assets measured at fair value	$	84,815	$	–	$	–	$	84,815	$	51,395	$	–	$	–	$	51,395

	·	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.

	·	Product sales – revenue is recognized at the time of sale upon the delivery of equipment to the customer.

	·	Service sales – revenue is recognized based on the service having been provided and the agreed upon performance obligation has been completed to the customer.

Schedule of anti dilutive shares
Nine Months Ended September 30,	2022		2021
Three Months Ended March 31,					2023		2022
Stock options		305,041		288,750		423,457		432,562
Total		305,041		288,750		423,457		432,562

Schedule Of Intercompany Foreign Currency Balances
	Average Rate for the Nine Months Ended September 30,				Average Rate for the Three Months Ended March 31,
	2022 (Unaudited)		2021 (Unaudited)		2023 (Unaudited)		2022 (Unaudited)
China Yuan (RMB)	RMB	6.5985	RMB	6.4717	RMB	6.8413	RMB	6.3452
United States Dollar ($)	$	1.0000	$	1.0000	$	1.0000	$	1.0000

	Exchange Rate at
	September 30, 2022		December 31, 2021
	(Unaudited)
China Yuan (RMB)	RMB	7.1100	RMB	6.4466
United States Dollar ($)	$	1.0000	$	1.0000

	Exchange Rate at
	March 31, 2023		December 31, 2022
	(Unaudited)
China Yuan (RMB)	RMB	6.8667	RMB	6.8973
United States Dollar ($)	$	1.0000	$	1.0000

Schedule of Inventory

	September 30, 2022		December 31, 2021		March 31, 2023		December 31, 2022
Parts	$	12,902	$	12,470	$	1,051	$	3,767
Finished goods		36,207		10,419		89,612		100,005
Inventory	$	49,109	$	22,889	$	90,663	$	103,772

Schedule of property and equipment
	September 30, 2022			December 31, 2021			March 31, 2023			December 31, 2022
Warehouse	$	3,789,773		$	3,789,773		$	3,789,773		$	3,789,773
Land		731,515			731,515			731,515			731,515
Building improvement		240,256			238,666			240,256			240,256
Furniture and fixture		37,467			27,631			39,580			37,785
Equipment		97,217			71,368			109,293			101,076
Software		1,995			1,995			1,995			1,995
Total cost		4,898,223			4,860,948			4,912,412			4,902,400
Less accumulated depreciation		(631,316	)		(507,608	)		(715,824	)		(673,770	)
Property and equipment, net	$	4,266,907		$	4,353,340		$	4,196,588		$	4,228,630

Schedule of intangible assets	March 31, 2023			December 31, 2022
Customer Relationship	$	28,741		$	–
Total cost		28,741			–
Less accumulated amortization		(28,741	)		–
Intangible assets, net of amortization		–			–
Impairment loss		–			–
Intangible assets, net	$	–		$	–

Schedule of operating Right-of-use asset and liability
	September 30, 2022		December 31, 2021		March 31, 2023		December 31, 2022
Operating lease right-of-use assets	$	167,122	$	420,137	$	270,481	$	253,336
Lease liabilities, current portion	$	103,344	$	121,568	$	82,388	$	113,058
Lease liabilities, less current portion	$	189,759	$	302,387	$	147,170	$	165,952

Schedule Lease term and discount rate
	March 31, 2023		December 31, 2022
Weighted average remaining lease term
Operating lease		2.83 to 2.92 years		2.17 years
Weighted average discount rate
Operating lease		10%		10%

Schedule of maturity of lease liabilities
	Amount
Year ending December 31, 2022	$	29,577
Year ending December 31, 2023		131,865
Year ending December 31, 2024		146,653
Year ending December 31, 2025		24,648
Total minimum lease payment		332,743
Less: imputed interest		(39,640	)
Present value of future minimum lease payments	$	293,103

Schedule of debt
	September 30, 2022		December 31, 2021
SBA Loan	$	–	$	158,547
Less: current portion		–		(132,618	)
Long term portion	$	–	$	25,929

Schedule of assumptions
	August 30, 2021 (Initial		September 7,
	Measurement)		2021
Risk-free interest rate		0.77%		0.82%
Expected term		5 years		5 years
Expected volatility		194.37%		204.27%
Expected dividend yield		0%		0%
Fair value of units (using Black-Scholes)	$	6.47	$	14.45

Schedule of option activity
	September 30, 2022		September 30, 2021
Risk-free interest rate		0.93 – 1.52%		0.93%
Expected life of the options		10 years		10 years
Expected volatility		122.93 – 148.18%		122.93%
Expected dividend yield		0%		0%

Schedule of fair value of stock option activity
	March 31, 2023		December 31, 2022
Risk-free interest rate		4.22%		4.22%
Expected life of the options		3 years		3 years
Expected volatility		42.63%		42.63%
Expected dividend yield		0%		0%

Schedule of options activity
Options	Shares			Weighted average exercise price		Weighted Average Remaining Contractual Life		Aggregate Intrinsic Value
Outstanding at December 31, 2021		420,000		$	5.82		8.56		–
Granted		–		$	–		–		–
Exercised		(107,500	)	$	–		–		–
Forfeited or expired		(7,500	)	$	–		–		–
Outstanding at September 30, 2022		305,000		$	5.82		8.56		1,072,121
Vested as of September 30, 2022		282,787		$	5.63		8.22		1,060,549
Exercisable at September 30, 2022		282,787		$	5.63		8.22		1,060,549

Schedule of options activity
Options	Shares			Weighted average exercise price		Weighted Average Remaining Contractual Life		Aggregate Intrinsic Value
Outstanding at December 31, 2022		615,061		$	5.93		8.04		–
Granted		–		$	–		–		–
Exercised		(78,812	)	$	5.38		–		–
Forfeited or expired		–		$	–		–		–
Outstanding at March 31, 2023		536,250		$	3.96		7.80		45,000
Vested as of March 31, 2023		423,457		$	4.03		7.62		45,000
Exercisable at March 31, 2023		423,457		$	4.03		7.62		45,000

Segment Reporting
													Three Months Ended March 31, 2023
	Nine Months Ended September 30, 2022												Corporate and R&D			IoT Products			IoT Installation Services			Total
	Corporate			Perfecular			AVX			Total

Revenue	$	–		$	49,094		$	193,581		$	242,675		$	–		$	13,281		$	222,814		$	236,095
Revenue - related party		–			31,542			8,246			39,788
Revenue – related party														–			–			–			–
Total revenue		–			80,636			201,827			282,463			–			13,281			222,814			236,095

Cost of revenue		–			70,869			172,135			243,004			–			8,803			171,941			180,744

Gross Profit		–			9,767			29,692			39,459			–			4,478			50,873			55,351

Operating Expenses
Selling expense		–			123,117			9,754			132,871			5,248			2,875			3,736			11,859
Compensation - officers and directors		144,040			–			–			144,040
Compensation – officers and directors														307,534			–			–			307,534
Research and development		862,214			–			–			862,214			276,481			–			–			276,481
Professional fees		673,380			–			12,770			686,150			257,399			–			–			257,399
General and administrative		621,931			1,503,747			191,681			2,317,359			390,998			3,546			48,508			443,052
Total Cost and Operating Expenses		2,301,565			1,626,864			214,205			4,142,634			1,237,660			6,421			52,244			1,296,325

Loss from Operations		(2,301,565	)		(1,617,097	)		(184,513	)		(4,103,175	)		(1,237,660	)		(1,943	)		(1,371	)		(1,240,974	)

Other Income (Expense):
Interest income (expense), net		853			(288	)		2,320			2,885			14,475			1			(40	)		14,436
Gain on bargain purchase														61,747			–			–			61,747
Unrealized loss on marketable equity securities		(32,525	)		–			–			(32,525	)		32,570			–			–			32,570
Realized loss on marketable equity securities		(21,205	)		–			–			(21,205	)		(14,901	)		–			–			(14,901	)
Rental income														39,952			–			–			39,952
Other income (expense), net		130,162			160,117			(8,506	)		281,773			(5,008	)		108			(2,173	)		(7,073	)
Total other income (expense)		77,285			159,829			(6,186	)		230,928			128,835			109			(2,213	)		126,731

Loss before income taxes		(2,224,280	)		(1,457,268	)		(190,699	)		(3,872,247	)		(1,108,825	)		(1,834	)		(3,585	)		(1,114,243	)

Tax expense		–			–			–			–			–			–			–			–

Net Loss	$	(2,224,280	)	$	(1,457,268	)	$	(190,699	)	$	(3,872,247	)	$	(1,108,825	)	$	(1,834	)	$	(3,585	)	$	(1,114,243	)

Segment Reporting
	Three Months Ended March 31, 2022
	Corporate and R&D			IoT Products			IoT Installation Services			Total

Revenue	$	–		$	40,500		$	85,125		$	125,625
Revenue – related party		–			31,542			–			31,542
Total revenue		–			72,042			85,125			157,167

Cost of revenue		–			59,409			84,114			143,523

Gross Profit		–			12,633			1,011			13,644

Operating Expenses
Selling expense		–			34,001			4,338			38,339
Compensation – officers and directors		325,665			–			–			325,665
Research and development		561,744			–			–			561,744
Professional fees		360,866			–			–			360,866
General and administrative		261,189			333,907			55,795			650,891
Total Cost and Operating Expenses		1,509,464			367,908			60,133			1,937,505

Loss from Operations		(1,509,464	)		(355,275	)		(59,122	)		(1,923,861	)

Other Income (Expense):
Interest income (expense), net		282			(288	)		–			(6	)
Gain on bargain purchase		–			–			–			–
Unrealized loss on marketable equity securities		–			–			–			–
Realized loss on marketable equity securities		–			–			–			–
Rental income		46,372			–			–			46,372
Other income (expense), net		11,029			–			(2,464	)		8,565
Total other income (expense)		57,683			(288	)		(2,464	)		54,931

Loss before income taxes		(1,451,781	)		(355,563	)		(61,586	)		(1,868,930	)

Tax expense		–			–			–			–

Net Loss	$	(1,451,781	)	$	(355,563	)	$	(61,586	)	$	(1,868,930	)

Fair value of assets acquired and liabilities assumed
Assets:
Accounts receivable	$	33,007
Intangible		28,741
Total assets acquired	$	61,747

Liabilities:
Accounts payable	$	–
Total liabilities assumed		–

Purchase Price		(1	)

Total bargain purchase gain	$	61,747

	For the three months ended September 30, 2022		For the three months ended September 30, 2021		Increase (Decrease) $			For the three months ended March 31, 2023		For the three months ended March 31, 2022		Increase (Decrease) $
Selling expense		76,984		14,776		62,208			11,859		38,339		(26,480	)
Compensation – officers and directors		34,000		34,600		(600	)		307,534		325,665		(18,131	)
Research and development		133,109		55,525		77,584			276,481		561,744		(285,263	)
Professional fees		150,943		343,787		(192,844	)		257,399		360,866		(103,467	)
General and administrative		597,143		422,309		174,834			443,052		650,891		(207,839	)
Total operating expenses	$	992,179	$	870,997	$	121,182		$	1,296,325	$	1,937,505	$	(641,180	)

	For the nine months ended September 30, 2022		For the nine months ended September 30, 2021		Increase (Decrease) $
Selling expense		132,871		15,734		117,137
Compensation – officers and directors		144,040		107,700		36,340
Research and development		862,214		165,897		696,317
Professional fees		686,150		801,262		(115,112	)
General and administrative		2,317,359		1,286,943		1,030,416
Total operating expenses	$	4,142,634	$	2,377,536	$	1,765,098