Item 1. BUSINESS
Company Background.
Focus Universal Inc. (the “Company,”
“we,” “us,” or “our”) is a Nevada corporation. We are based in the city of Ontario, California, and
were incorporated in Nevada in 2012. In December of 2013, we filed an S-1 registration statement that went effective on March 14, 2014.
From March 14, 2014, through August 30, 2021, our securities traded on the OTCQB Market. From August 31, 2021, through January 27, 2022,
our securities traded on the Nasdaq Capital Market. From January 28, 2022, to the present, our securities have traded on the Nasdaq Global
Market.
Our company websites are www.focusuniversal.com,
www.avxdesign.com, and www.attechsystems.com. Our website and the information contained therein or connected thereto are not intended
to be incorporated into this report.
We have developed five proprietary platform technologies
that we believe solve the most fundamental problems plaguing the internet of things (“IoT”) industry by: (1) increasing the
overall degree of chip integration capabilities by shifting integration from the component level directly 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) developing a natural integrated programming language (“NIPL”) applied to software development, which generates
a user interface through machine auto generation technology; and (5) developing a universal smart instrumentation platform (“USIP”).
Index of Key Technical Abbreviated Terms
Abbreviation |
Full Term |
5G |
Fifth Generation Mobile Wireless Telecommunications Network |
FSK |
Gaussian Frequency Shift Keying |
HANs |
Home Area Networks |
IC |
Integrated Chip |
IoT |
Internet of Things |
LTE Networks |
Long-Term Evolution Networks |
MOS Transistor |
Metal-Oxide-Silicon Transistor |
PLC |
Power Line Communication |
UNB |
Ultra-narrowband |
USIO |
Universal Smart Instrumentation Operating System |
USIP |
Universal Smart Instrumentation Platform |
|
1. |
Our goal is to increase
the overall degree of chip integration capabilities by shifting integration from the component level directly to the device level. |
We have developed an innovative and proprietary
“device on a chip” (“DoC”) technology, which combines the required electronic circuits of various integrated circuit
components onto a single, integrated chip (“IC”) and pushes beyond the limits of current integrated chips. Our DoC technology
works as a single component but is capable of handling entire IoT device functions (excluding sensors and architecture-specific components).
Our DoC technology includes both the hardware and software, uses less power compared to traditional IoT devices, with better performance,
includes smaller overall devices, and offers greater reliability despite decreasing the number of interconnections between components.
We believe that incorporating our DoC technology into our product offering, will simplify the manufacturing process, lowering our costs
and allowing us to achieve a faster time-to-market, when compared to our competitors’ who only manufacture and sell multi-chip devices.
Our planned DoC technology allows devices to achieve interoperability with one another and are interchangeable, both features where traditional
IoT devices fall short.
Our research and development suggest that the existing IC integration
in IoT devices is mainly focused on hardware-to-hardware integration, not incorporating software solutions. This lack of incorporating
software under a common operating system, application software, and extra interface into ICs, limits IC integration to the component
level. Software is a critical component in electronics, and the more tightly integrated the software, the better the power and performance.
Software also adds an element of flexibility and allows multiple discrete ICs, which in the past were unable to be further integrated
into a single IC.
Currently, ICs integration requires the development
and manufacture of customized hardware and software. As a result, IC fabrication is too expensive to manufacture on a large scale. IC
is ideally designed for products that are intended for mass production to keep manufacturing costs low by producing uniform products using
repetitive and standardized processes. Product standardization has become a major bottleneck in device-level IC fabrication because most
devices are custom-designed and manufactured.
The Universal Smart Instrumentation Platform (“USIP”)
we developed is a standardized, universal hardware and software integration platform that provides a universal common foundation for what
we anticipate will be used by thousands of IoT and standalone devices. The electronic design and production start from a 90% completed
common foundation, our USIP, instead of the individual components that necessitate the current method of building each standalone instrument
from scratch. USIP allows ICs to be integrated from the component level up to the device level, which pushes the frontier of semiconductor
technology beyond Moore’s Law. Our USIP also eliminates redundant hardware and software and results in significant cost savings
and production efficiency.
Figure 1. From USIP to device level
integrated circuits (“IC”).
|
2. |
Creating a faster 5G cellular technology by using ultra-narrowband technology. |
Fifth generation (“5G”) telecommunications
networks will revolutionize the digital economy by enabling new applications that depend on ultra-fast communications on an industrial
scale. 5G promises to deliver an improved end-user experience by offering new applications and services through gigabit speeds and significantly
improved performance and reliability. 5G will build on the successes of 2G, 3G, and 4G mobile networks, which have transformed society,
supporting new services and new business models. 5G provides an opportunity for wireless operators to move beyond providing connectivity
services to developing rich solutions and services for consumers and industries across a wide range of sectors at an affordable cost.
5G is an opportunity to implement wired and wireless converged networks and offers opportunities to integrate network management systems.
The United States and China are in a race to deploy 5G wireless networks, and the country that gets there first will lead in standard-setting,
patents, and the global supply chain. A World Economic Forum report stated that by 2035 5G networks would contribute $13.2 trillion in
economic value globally and generate 22.3 million jobs in the 5G global value chain from direct network investments and residual services[1].
5G networks and their related applications are expected to add three million jobs and $1.2 trillion to the economy in the U.S. [2]
____________________
| [1] | World Economic Forum, January 2020 “The Impact of 5G: Creating
New Value across Industries and Society,” available at: http://www3.weforum.org/docs/WEF_The_Impact_of_5G_Report.pdf (last accessed
March 6, 2023). |
| [2] | https://www.marketsandmarkets.com/Market-Reports/power-line-communication-plc-market-912.html
(last accessed on March 6, 2023). |
Though 5G offers a significant increase in speed
and bandwidth over previous generation telecommunication networks, its more limited range for high-speed internet will require further
infrastructure investments. A 5G network requires spectrum across low, mid, and high spectrum bands to deliver widespread coverage and
support a wide range of use cases[3]. A low-band cell site can cover hundreds of square miles and deliver a downlink data rate
in the range of 30-250 Mbps.[4] Mid-band frequencies (2.5/3.5Ghz) can also travel long distances but can carry a lot more data
than low-band cell sites.[5] Mid-band 5G base stations can transmit and receive high-capacity signals over fairly large areas.
They can represent an ideal mix of performance—including some networks providing download speeds around 100-900 Mbps—for the
bulk of 5G traffic in metropolitan areas.[6] High-band 5G uses millimeter-wave (mmWave) frequency bands. Despite receiving
plenty of publicity, high-band is a very specialized part of the 5G offering.[7] Functioning over a shorter radius, it’s
particularly useful in urban areas and busy venues like stadiums and shopping malls.[8] With the potential to offer data rates
of up to 10 Gbps, high-band 5G is already being deployed in several major cities. Download speeds for carriers’ high band 5G can
sometimes clock in around 450 Mbps, with peak speeds of nearly 1 Gbps, and upload speeds near 50 Mbps.[9]
High band, mmWave spectrum is used primarily for
urban and dense urban markets. The characteristics of high band, mmWave spectrum is that it is very wide and provides a significant increase
in capacity. Because of the greater spectrum width, speed is increased, and transmission latency is reduced. However, the drawback is
that high-band spectrum does not propagate over a large coverage area. For example, a 28 GHz mmWave spectrum can only travel 500 feet.[10]
Low-band frequencies can travel long distances
and penetrate buildings but can only carry a limited amount of data. High-band frequencies can carry a substantial amount of data, but
due to their shorter wavelength, they travel shorter distances and are more susceptible to buildings and trees blocking the signal.[11]
____________________
| [3] | Horwitz, Jeremy (December 10, 2019). “The definitive guide
to 5G low, mid, and high band speeds.” VentureBeat online magazine (available at: https://venturebeat.com/2019/12/10/the-definitive-guide-to-5g-low-mid-and-high-band-speeds/
(Last accessed March 7, 2023)). |
| [4] | Id. |
| [5] | Id. |
| [6] | Id. |
| [7] | See “5G Rollout—Beyond the Hype.” Parsons
Cyber Blog, June 16, 2020 (“As a result, 5G base stations must be positioned as close as a third of a mile, whereas 4G base stations
can provide coverage of 20 to 45 miles. This limitation becomes especially acute in more rural and/or remote areas, wherein 5G networks
become impractical”) (available at: https://www.parsons.com/2020/06/5g-rollout-beyond-the-hype/ (last accessed, March 7, 2023)). |
| [8] | Id. |
| [9] | https://www.t-mobile.com/business/resources/articles/benefits-of-the-5g-spectrum-for-businesses
(last accessed March 7, 2023). |
| [10] | https://dgtlinfra.com/american-tower-5g-deployed-in-layers-different-spectrum-bands/
(last accessed March 7, 2023). |
| [11] | https://www.md7.com/perspectives/infrastructure-challenges-of-5g-frequency/
(last accessed March 7, 2023). |
Unlike 4G LTE, which operates on established frequency
bands below 6GHz, 5G requires frequencies up to 300GHz. Wireless carriers still need to bid for the costly higher spectrum bands, as they
build and roll out their respective 5G networks. Adding the hardware required for 5G networks can significantly increase operating expenses.
Building 5G networks is expensive. According to THALES, total global spending on 5G is set to reach $620 billion by 2025.[12]
A typical 5G base station consumes up to twice
or more the power of a 4G base station. Energy costs can grow even more at higher frequencies due to a need for more antennas and a denser
layer of small cells. Edge computing facilities needed to support local processing and new internet of things (IoT) services will also
add to overall network power usage.
Our ultra-narrowband wireless communication 5G+ technology aims to
achieve both low band 5G coverage and 1 Gbps high-band speed because we employ an ultra-narrow spectrum channel (<1KHz) to establish
an ultra-long-distance link between the 5G base station and the receiver. The ultra-narrowband modulation was initially conceived in 1985
by Dr. Harold R. Walker as a method to be used with ‘frequency modulation (FM) Sub-Carriers’ (as opposed to “FM Supplementary
Carriers” or “In Band On Channel” Carriers). In its original form, data rates as high as 196 kb/s were obtained from
a subcarrier at 98 kHz, and bandwidth spectral efficiencies as high as 15 bits/sec/Hz were achieved. A pulse width modulation baseband
encoding method called the “Slip Code” was used. That method, which was a baseband method, was limited in data rate and required
excessive filtering, which precluded it from being a practical ultra-narrowband method.
Ultra-narrowband (“UNB”) technology
employs an ultra-narrow spectrum channel (<1KHz) to establish an ultra-long-distance link between transmitter and receiver. UNB allows
for long-range coverage, making it an optimal low-power wide-area network technique for industrial IoT systems. Additionally, its ultra-high
power spectral density creates endurance against interference and jamming, which enables the friendly coexistence of UNB on shared frequency
bands. The narrower the bandwidth, the fewer occurrences of noise and interference entering the bandwidth. In addition, UNB’s transmission
of energy concentrates on ultra-narrowband width, resulting in a very high concentration of power in a very narrow frequency band.
Figure 4. Comparison between Ultra-Narrowband
and Broadband
Many traditional modulation approaches require
allowance for upper and lower sidebands throughout the carrier frequency. UNB modulation is a modified approach for data transmission
without sidebands. UNB is extremely robust in an environment with other signals, including spread spectrum signals. However, spread spectrum
networks are affected by UNB signals.
____________________
|
[12] |
THALES, Dec 29,2022, A 5G PROGRESS REPORT: LAUNCHES, SUBSCRIBERS, DEVICES & MORE,
https://www.thalesgroup.com/en/worldwide/digital-identity-and-security/magazine/5g-progress-report-launches-subscribers-devices,
(last accessed March 7, 2023) |
UNB modulation utilizes a coded baseband with
abrupt edges. Any bandpass filter used at the transmitter for ultra-narrowband modulation must exhibit zero group delay to pass the instantaneous
phase changes. However, it may lack the bandwidth required to pass instantaneous changes in frequency. Conventional filters cannot be
used with ultra-narrowband signals, which are dependent upon negative or zero group delay filters.
One important characteristic has restricted widespread
adoption of ultra-narrowband modulation, and that is the zero group delay filters, which are complex and must be hand-tuned. Furthermore,
zero group delay filters are responsible for restricting data rates to just 196 kb/s from a subcarrier at 98 kHz and bandwidth spectral
efficiency to 15 bits/sec/Hz.
We developed an ultra-narrowband technology that
offers a potential alternative and/or complementary solution to the broadband technology used in 5G networks and meets the challenging
5G demands. A comparison of our ultra-narrowband technology with 4G and 5G is illustrated in the table below:
Technology |
Bandwidth |
No. of subcarriers |
Operating Frequency |
Speed |
Spectral |
|
MHz |
|
GHz |
Mbps |
Bits/s/Hz |
4G |
20 |
1200 |
6 |
4-60 |
6 |
5G |
100 |
3276 |
Up to 300 |
40-1100 |
10 |
UNB (finished) |
0.001 |
1 |
0.004 |
4 |
~4000 |
UNB (in development) |
0.001 |
1 |
0.064 |
64-256 |
>4000 |
As shown in the table, our internal testing shows
that our finished ultra-narrowband technology can achieve speeds of 4 Mbps per second at a bandwidth of less than 1000 Hz. The spectral
efficiency of our finished technology has reached 4000 bits/sec/Hz. Development work of our ultra-narrowband technology is underway for
speeds of 64 Mbps at a bandwidth of 64 MHz with spectral efficiency of over 4000 bits/sec/Hz.
UNB speeds will increase proportionally if it
operates at the higher frequencies used by 4G or 5G networks or adopts multiple subcarriers, equivalent to increasing bandwidth. As a
result, we believe that our ultra-narrowband technology can reach 5G speeds and has the potential for much higher speeds. Utilizing the
same bandwidth, our internal results show that UNB can save energy of up to 20,000 times when compared to current 4G technology and 100,000
times when compared to current 5G technology. Keeping the same bandwidth and energy consumption, our internal testing results suggest
the coverage provided by UNB can increase by two orders of magnitude. UNB breaks through the Shannon Law’s critical limit that current
5G cellular communication is reaching, overcomes the current 5G challenges, and allows cellular communication development beyond 5G.
Despite the excitement surrounding 5G networks, several challenges
need to be address before global adoption of 5G technology can occur.
|
1) |
Spectrum availability. |
5G networks operate on higher bandwidth
frequencies reaching up to 300 GHz, which permit data rates capable of delivering ultra-fast speeds measuring as much as 20 times more
than those provided by 4G LTE networks. However, the availability and cost of spectrum bands are still an issue for wireless operators.
Wireless operators need to bid for these costly higher spectrum bands as they build and deploy their respective 5G networks. On February
24, 2021, the Federal Communications Commission announced the winning bids in Auction 107, the auction of 3.7 GHz service licenses. The
winning bids for all 5,684 available licenses totaled over $81 billion and were concentrated among just 21 bidders.[13] Given
that Focus Universal operates in the ultra-narrowband spectrum where very limited spectrum is required and public access spectrum is also
available, this is potentially less of a concern than pursuing the traditional broadband capacity pathways.
____________________
| [13] | Federal Communications Commissions (February 17, 2021), https://www.fcc.gov/document/fcc-announces-winning-bidders-37-ghz-service-auction,
(last accessed March 7, 2023) |
Despite 5G networks offering significantly
increased speeds, their more limited range will require increased infrastructure investments. 5G requires three to four times the number
of base stations to provide the same coverage area as 4G LTE because higher frequencies are more readily absorbed by solid objects than
lower frequencies. For example, a signal at 700 MHz provides a coverage area three to four times that of a 2.6 GHz signal. Likewise, we
expect UNB coverage to potentially increase coverage over standard 5G broadband pathways.
Building a 5G network is expensive.
To do so is not just building a layer on top of an existing 4G network; instead, it is laying the groundwork for something new altogether.
The cost of a current 5G base station is approximately three times that of a 4G base station.[14]
Two factors relate directly to the increased
energy consumption of 5G networks. First, 5G’s operating on higher frequency spectrums require greater energy input.[15]
For example, a typical 5G base station consumes up to twice the power consumed by a 4G base station. Second, to provide the same coverage
area as a 4G network, a 5G network requires three to four times the number of base stations. Accordingly, the overall energy consumption
of a typical 5G network will be at least six to eight times more than the energy consumption of a 4G network with equivalent coverage.
Like the coverage applications, we also expect energy consumption to be potentially significantly less with UNB technologies over the
conventional broadband pathways.
5G+
We are currently developing 5G+, which we believe
is a promising alternative wireless technology that uses our innovative ultra-narrowband (UNB) wireless technology. UNB technology employs
an ultra-narrow spectrum channel (<1 kHz) to establish an ultra-long-distance link between transmitter and receiver. Our internal testing
suggests that a single 5G+ subcarrier wave has the potential to provide speeds of 64 to 256 Mbps. Moreover, multiple UNB subcarriers may
be combined, which effectively increases bandwidth. Given anticipated data rates of 64 Mbps, we believe only 4 to 16 5G+ subcarrier waves
would be needed to achieve the current 5G speeds, and just 40 to 160 5G+ subcarrier waves would be needed to achieve 6G speeds. By contrast,
5G technology requires 3,276 subcarrier waves to achieve its current speeds. Fewer subcarriers translate into cost savings because they
are more compact and consume less energy. Our goal is to increase the speed of 5G networks while simultaneously reducing the number of
subcarriers.
Our internal testing suggests that to achieve
speeds of 1 Gbps, our 5G+ technology would only require bandwidths of 4 to 16 kHz, which is narrow enough to be operated in lower frequency
spectrums. This would mean that 5G+ providers would not need to purchase the higher frequency spectrums required by 5G technology. Accordingly,
a 5G+ provider would realize significant savings from not having to bid for costly higher spectrum band licenses. Operating in relatively
lower frequency spectrum bands, when compared to 5G, also means that 5G+ would have a more extensive coverage area than that of 5G, in
many cases three to ten times larger. It would also mean that we could reduce the number of subcarriers and reduce the overall costs of
the 5G networks infrastructure.
____________________
|
[14] |
“How much does it cost to build a 5G base station?” Phate Zhang, April 7, 2020, CNTechPost (available at:
https://cntechpost.com/2020/04/07/how-much-does-it-cost-to-build-a-5g-base-station/ (last accessed March 7, 2023)). |
|
[15] |
Environmental Health Trust, https://ehtrust.org/science/reports-on-power-consumption-and-increasing-energy-use-of-wireless-systems-and-digital-ecosystem/,
(last accessed March 7, 2023) |
Further, the design of 5G+ infrastructure means
that cost savings could be realized as there is the potential of piggybacking the required 5G+ infrastructure on the current 4G infrastructure.
Finally, 5G+ only consumes 1/25,000 to 1/6,250 of the energy consumed by 5G. As outlined above, 5G+ has the potential to overcome the
challenges presented using higher broadband spectrums required for the implementation of the broadband technology used in 5G.
|
3. |
Leveraging ultra-narrowband power line communication (“PLC”) technology. |
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 every residential, commercial, and industrial property. Given that the power grid is, for the most part, an established
ubiquitous network, 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 substantial investment and 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 that make them erratic, with several attributes
varying over time. PLC is susceptible to noise from devices linked to the power supply infrastructure, including, for example, fluorescent
tube lights, drills, hair dryers, microwave ovens, computers, switch-mode power supply, cellphone chargers, dimmers, refrigerators, televisions,
washing machines, and vacuum cleaners. The result is that 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. These
technological challenges have impeded or even halted progress in PLC technology’s development.
We have successfully developed ultra-narrowband
PLC technology that can transfer 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. To test noise interference and disturbance, we utilized six industrial blowers simultaneously
when testing, and no significant interference was found. By comparison, a single hair dryer will render our competitors’ 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.
Our ultra-narrowband PLC technology is a considerably
more effective way to transfer data than current in-home and commercial network systems, such as Zigbee and Z-Wave. While Zigbee and Z-Wave
will need new infrastructure to be installed, our PLC technology could operate by itself or complement existing wideband communication
tools like Wi-Fi, Zigbee, or Z-Wave. 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 are using. 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. Our technology converts virtually every standard
wall socket into an access point, in many ways incorporating the best of wired and wireless communication, 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 becomes especially useful in commercial networks that require the ability to avoid physical barriers like walls, underground
structures, and hills, such as those networks used in industrial facilities, underground structures, golf course irrigation systems, and
campuses. Moreover, our technology can be an integral part of any smart city, community, or campus.
|
4. |
Developing a natural integrated programming language (“NIPL”) applied to software development, which generates a user interface through machine auto generation technology. |
We have developed a proprietary and patented “user
interface machine auto generation platform” (“UIMAGP”) to replace the manual software designs that are currently used.
This platform is used to build the IoT user interface. The natural integrated programming language we have developed is like the language
humans use to communicate with each other, which makes it is easy for humans to learn, while still being understood by a machine. The
UIMAGP simplifies the process of software programming by saving hundreds of lines of code into a micro code that can be saved to a sensor
module. When that sensor module is plugged into a USIP, the user interface specification codes saved to the sensor module is sent to the
platform and a universal display, such as a smartphone, a computer, or a display unit. The UIMAGP saved on the universal display automatically
generates the user interface within milliseconds instead of requiring months or years of software development work. An embedded coding
hardware engineer can design sensor module hardware and provide the user interface specification code. Thus, the hardware-defining software
is achieved.
UIMAGP is similar to low code or no code programming
because it reduces the amount of traditional hand-coding, enabling accelerated delivery of business applications. However, low code and
no code programming suffer from integration restrictions, absence of customization, and security risks issues, making them unsuitable
for large-scale and mission-critical enterprise applications such as IoT applications. UIMAGP has overcome these challenges while requiring
only a minimum amount of coding. The UIMAGP and user interface specification codes work collectively to perform the function of traditional
customized software, enabling UIMAGP to be shared by the estimated 20 billion IoT devices worldwide,15[16] a feat that current
manual software designs could not achieve.
|
5. |
Developing a universal smart instrumentation platform (“USIP”) |
Instrumentation is a vast industry that covers
a variety of fields, including medical, healthcare, scientific, commercial, industrial, military, and daily life. Lack of instrumentation
universality results in every instrument design starting from scratch. Moreover, each instrument can only carry out a determined measurement
or control a specific operation. Integrating existing instruments that lack interoperability and compatibility into a platform can be
difficult and expensive. This integration is impeded by the inability of instruments to easily communicate with devices and sensors for
perception, mobility, and manipulation. As society enters the IoT era, it is not unreasonable to assume that millions of devices will
need to be connected in one square kilometer. If each IoT device requires unique hardware and software developed from scratch, implementation
in dense urban areas is simply not feasible. Wireless networks can be accessed by any device within the network’s signal range.
USIP is an advanced hardware and software integrated
instrumentation platform with a large-scale modular design approach. USIP integrates many technologies, including cloud technology, wired
and wireless communication technology, software programming, instrumentation technology, artificial intelligence, PLC, sensor networking,
and IoT technology into a single platform. This results in circuit designs that we believe are vastly cheaper and faster than those constructed
of discrete integrated circuit components designed from scratch.
USIP has primary functionalities and an open architecture
capable of incorporating a variety of individual instruments, functions, sensors, and probes from different industries and vendors into
a single unit. Instruments, sensors, or probes ranging from a few to several hundred or even thousands in any combination from various
industries and vendors can share or reuse the same platform. Adding, removing, or changing instruments or sensors is all the platform
requires to switch from one type of device to another without revising the software and redesigning the hardware.
Compared to traditional stand-alone instruments,
USIP exploits the processing power of a computer or a mobile device. Productivity, display, and connectivity capabilities to provide a
more powerful, flexible, and cost-effective measurement solution. Traditional hardware-centered instrumentation systems are made up of
multiple stand-alone instruments interconnected to carry out a determined measurement or control an operation. They have fixed vendor-defined
functionality, and the components that comprise the instruments are also fixed and permanently associated with each other. Different instruments
provided by different vendors cannot be interoperated and interchanged. For example, we simply cannot use a traditional blood pressure
meter to measure temperature or vice versa. USIP is designated to be compatible with all instruments, sensors, or probes on the market
and capable of monitoring and controlling any combination of instruments or sensors. We believe our USIP will revolutionize the field
of instrumentation, measurement, control, and automation.
USIP is a versatile platform, able to perform
and combine different measurements and controls, to substitute some instruments for others, and to integrate existing instruments into
it. The development of USIP is closely associated with the development and proliferation of computers and mobile devices that provide
the foundation and technical support to the universal smart instrument such as an attractive graphical user touch screen interface, data
processing and analysis capabilities, video and audio, cameras, GPS, ubiquitous wireless connectivity, artificial intelligence, cloud-based
communications and a diverse number of functions and software available to users that are not contained in traditional instruments. These
features embody the advantages of USIP, which are lacking stand-alone instrument systems. When compared with traditional instrument systems,
USIP’s biggest advantage is cost savings. Other distinctive features include universality, interoperability, flexibility, compatibility,
upgradeability, expandability, scalability, security, modularity, fast prototyping, reducing inventory, plug-and-play operation, remote
accessibility, simplification, standardization, and cloud instrumentation.
We have been dedicated to solving instrumentation
interoperability for over a decade. We subdivide instruments into a reusable foundation component to the maximum extent possible, architecture-specific
components, and sensor modules, which perform traditional instruments’ functions at a fraction of their cost. For most instruments,
90% of the design, parts, and firmware are the same. These parts can be replaced by USIP.
USIP utilizes a computer or a mobile device as
its display and control to communicate with a group of sensors, instruments, probes, or controllers manufactured by different vendors
in a manner that requires the user to have little or no knowledge of their unique characteristics.
The portable version of USIP is illustrated below.
When a blood pressure sensor is plugged into the universal device, the user interface specification code saved on the blood pressure sensor
is sent to the universal device, and a computer or smartphone will then generate the user interface for the blood pressure device based
on the interface specification code saved in the sensor.
Figure 5. A blood pressure sensor is
connected to our universal device, which we call the Ubiquitor, and changes our device into a blood pressure measurement instrument.
____________________
|
[16] |
Gartner Insights “Leading the IoT,” available at: https://www.gartner.com/imagesrv/books/iot/iotEbook_digital.pdf (last accessed
March 7, 2023). |
Similarly, if we remove the blood pressure sensor and connect
our universal device to both a pH sensor and a CO2 sensor, the universal device changes to a two-sensor device capable of measuring pH
and CO2 concentration. Each sensor has its own user interface automatically generated based on the user interface specification code saved
in each sensor.
Figure 6. A pH sensor and a CO2 sensor
are connected to our universal device, and our device changes into a two-sensor device. A computer or smartphone can also be used for
display.
As illustrated below, when a light sensor is also plugged
into our universal device using a three-way splitter, the universal device becomes a three-sensor device.
Figure 7. A pH sensor, a CO2 sensor,
and a light sensor are connected to the universal device, and the device changes into a three-sensor device. A computer or smartphone
can also be used for display.
As illustrated in Figure 8, the universal
device can connect any number of sensors in any combination.
Figure 8. Any number of sensors in any
combination can be connected to the universal device and changed it into a multiple sensor device. A computer or smartphone can also be
used for the display.
As an example of the capabilities of the Ubiquitor,
we implemented our universal device in the configuration pictured in Figure 9. This configuration demonstrates that our universal device
simultaneously controls 27 light sensors, 21 pH sensors, and 23 temperature humidity sensors (which have 23 temperature sensors and 23
humidity sensors), representing one device controlling a total of 72 devices and 95 sensors. Our universal device also controls two lights
in this configuration, which it can control by turning the lights on or off (including on a schedule) or by using a light sensor to control
the lights’ output intensity.
Figure 9. Our universal platform simultaneously
monitors and controls 72 different devices and 95 sensors.
To illustrate, the entire horticulture industry
has only a few hundred devices from different vendors for various measurement and control purposes. One of our universal smart devices
and corresponding sensors or actuators can replace all at a fraction of the cost. Leveraging the same technical principles discussed above,
we can simplify the smart control and monitoring in this and related industries (including agriculture and aquaculture) with a platform
that requires little design work for interoperability between sensors and control devices.
Figure 10. Traditional horticulture measurement
and control devices.
Figure 11. Universal Smart Device.
All household measurement and control devices,
such as air conditioner controls, swimming pool controls, garage door controls, sprinkler controls, lighting controls, and motorized curtain
controls, can be replaced by a single universal device and corresponding unique accessories.
Figure 12. A single universal smart
device can replace all these household control devices.
Internet of Things Overview |
IoT refers to the overarching network created
by billions of internet-compatible devices and machines that share data and information worldwide. According to a Gartner report, by the
end of 2020, there were an estimated 20 billion IoT-connected devices in use around the world. As the sophistication of both hardware
and software in the consumer electronics industry skyrockets, an increasing share of the electronic devices produced around the world
are manufactured with internet connectivity. Forecasts suggest that by 2030, around 50 billion of these IoT devices will be in use worldwide,
creating a massive web of interconnected devices spanning everything from smartphones to kitchen appliances.[17]17 The IoT
will significantly impact the economy by transforming many enterprises into digital businesses, facilitating new business models, improving
efficiency, and increasing employee and customer engagement. It is foreseeable that the explosive growth in IoT will rapidly deplete natural
and human labor resources. We believe that IoT will soon reach a critical limit; we do not have enough human labor and natural resources
to support IoT growth. Twenty billion IoT devices challenge existing resources. We have overcome the current massive IoT production challenges
by developing a shared distributed universal IoT. Billions of internet-compatible devices and machines share data and information around
the world and share a large section of hardware and software (up to 90%).
Billions of IoT devices are in use worldwide,
each with different terminologies, technical specifications, and functional capabilities. These differences make it challenging to create
one standard interoperability format for acquiring, harmonizing, storing, accessing, analyzing, and sharing data in near real-time. In
fact, not even those instruments built on the same platform are necessarily interoperable because they are often highly customized to
an organization’s unique workflow and preferences.
____________________
|
[17] |
Statista Report “Number of internet of things (IoT) connected devices worldwide in 2018, 2025 and 2030” available at https://www.statista.com/statistics/802690/worldwide-connected-devices-by-access-technology/
(last accessed March 7, 2023). |
Wireless networks are far from perfect for IoT.
They are typically slower, expensive, and highly susceptible to radio signals and radiation interference. They can be accessed by any
device within range of the network’s signal, so unauthorized users may intercept information transmitted through the network (including
encrypted data). Walls and floors can seriously limit the range of the wireless network. Our proprietary ultra-narrowband PLC technology
offers a promising alternative to wireless networks. Integrating USIP with our ultra-narrowband PLC technology results in significant
simplification and cost savings in implementing IoT, as illustrated in Figure 13. Using these technologies, we have designed IoT products
for both residential and industrial usage and are now in the process of testing.
Figure 13. Comparison between (a) a traditional
machine to machine IoT and (b) a shared distributed universal IoT, which depicts a USIP and sensors forming a local network through PLC
technology. The platform communicates with the cloud to form a remote cloud-based system.
Figure 14. Comparison between (a) a traditional
wireless network and (b) Focus Universal Inc.’s PLC network.
How we will implement our business plan
We currently operate in the scientific instruments
industry and the smart home installations industry and plan to apply several of our new technologies to the IoT marketplace.
Four divisions have been established within our
Company to develop and promote our technologies. We believe that our technologies, as depicted above, can be used in standalone device
design and production and on large scale IoT device design and production, aiming to solve the attendant complexity and cost challenges.
a) Ultra-narrowband power line communication division.
Our ultra-narrowband PLC technology has achieved
data transfer speeds of 4 megabits per second (“Mbps”), with a bandwidth of less than 1000 hertz (Hz). These results are 15
times faster than the Zigbee short-range wireless technology mesh networks and 100-400 times faster than Z-Wave’s low-energy wave
short-range wireless technology. The current 4Mbps PLC modules will be used for IoT applications involving thousands of sensors. We are
developing even higher communication speeds through our PLC. The ultra-narrowband PLC module will be integrated into ICs. This division
will focus on ultra-narrowband PLC research and development, promoting and marketing ultra-narrowband PLC, ICs and finished products.
We also intend to promote and market ICs, licensing, and contract designing.
Given that the power grid is an already established,
ubiquitous network, connectivity via PLC technology may be the most cost-effective and scalable interconnectivity approach for the IoT.
Due to the harsh electrical noise and interference currently present on power lines and to the variations in equipment and standards,
that make data transfer using PLC technology limited and difficult, the global market for PLC technology is very limited.
Figure 15. Markets and Markets Updated
date – Oct 25
The market size for PLC is expected to reach $17.4
billion at the end of 2028.[18] This prediction is based on current PLC technology, which provides speeds that are too slow
(usually less than 9,600 bps), coverage that is too short (200-300 yards), and harsh electrical noise and interference. The major vendors
of PLC technology include ABB, General Electric, Siemens, AMETEK, Schneider Electric, Texas Instruments, Maxim Integrated, Devolo, Cypress
Semiconductor, ST Microelectronics, Panasonic, Microchip, Qualcomm Atheros, TP-Link Technologies, NETGEAR, D-Link, NXP Semiconductor NV,
Landis+Gyr, Sigma Designs, Zyxel Communications, Nyx Hemera Technologies, and Renesas Electronics Corporation.
____________________
|
[18] |
GlobalNewswire, December 19, 2022, https://www.globenewswire.com/en/news-release/2022/12/19/2576452/0/en/Global-Programmable-Logic-Controller-PLC-Market-to-Reach-17-6-Billion-by-
2028-Presence-of-Over-1-500-Manufacturers-Makes-it-Highly-Fragmented.html, (March 7, 2023) |
It is our understanding that no other vendor has
developed a PLC technology application that is similar to our ultra-narrowband PLC technology. We believe that market size will increase
significantly with the introduction of our ultra-narrowband PLC technology, which can overcome the interference and noise challenges presented
by traditional PLC technology. We believe that by utilizing ultra-narrowband PLC, the global IoT communication infrastructure costs and
operating costs can be reduced.
b) Ultra-narrowband wireless division
This division will focus on developing ultra-narrowband
wireless technology and overcoming the challenges facing current 5G networks. We intend to sell DoC for wireless communication, licensing,
and contract designing.
While developing our ultra-narrowband PLC technology,
we gained insight into the development of a single carrier wave ultra-narrowband wireless technology, which aims to increase data transfer
rates from 4 Mbps to 64 Mbps. We expect our ultra-narrowband wireless technology to achieve data transfer rates of 256 Mbps using 4 subcarrier
waves, which is close to 5G speeds requiring more than three thousand subcarrier waves. The projected speed can be further increased if
multiple carrier waves or higher operating frequencies are used.
Our current research and development efforts are
focused on an operating frequency of 64 megahertz (MHz), which is about 100 times lower than 4G networks (6 gigahertz (GHz)) and 5,000
times lower than 5G networks (up to 300 GHz). Our technology’s 1,000 Hz bandwidth is approximately 20,000 times narrower than 4G
networks and 100,000 times narrower than 5G networks. The narrower the bandwidth, the less energy consumption. By maintaining the 1,000
Hz bandwidth, our ultra-narrowband wireless technology can save electricity usage by a factor of up to 100,000 times when compared with
a 5G network. We believe that our ultra-narrowband wireless technology has the potential to push the wireless frontier well beyond 5G.
We finalized our ultra-narrowband technology research with data transfer speeds of 64-256 Mbps in the fourth quarter of 2022. We now need
to build testing equipment. This requires us to design and build a digital device that can perform the digital speed testing. We have
designed the devices and we should receive the finished circuit boards in the next few weeks and hope that such device will be completed
by the end of 2023.
Markets and Markets projects that the 5G infrastructure
market will reach USD 47,775 million by 2027, at a CAGR of 67.1%. The major players in the 5G infrastructure market are Huawei (China),
Ericsson (Sweden), Samsung (South Korea), Nokia Networks (Finland), ZTE (China), NEC (Japan), CISCO (US), CommScope (US), Comba Telecom
Systems (Hong Kong), Alpha Networks (Taiwan), Siklu Communication (Israel), and Mavenir (US). Huawei (China) is the leader in the 5G infrastructure
market. Limited coverage, high energy consumption, and expensive infrastructure installation are the major holdups for the successful
deployment of 5G technology. Most 5G technologies are based on broadband technology; our research suggests there are very few companies
working on ultra-narrowband technology. We believe that adopting our ultra-narrowband wireless technology can provide significant cost
savings to 5G spectrum bands, 5G network hardware, and 5G energy consumption.
c) User interface machine auto generation division
Established in 2009, our Company’s software
user interface machine auto generation technology division has developed 100 sensors in arbitrary combinations, all of which have been
tested for the iOS system. RS-485 is an industrial specification that defines the electrical interface and physical layer for point-to-point
communication of electrical devices. RS-485 is widely adopted and used in the IoT industry. Standard RS-485 modules available today usually
do not support more than 100 sensors. The first version of UIMAGP has been completed and we believe should support more than
1,000 sensors. We intend to sell and license the software to device manufacturers that use our DoC ICs and other industries where the
software can be applied.
UIMAGP can be used in IoT software design and
can be applied to other industry sectors. This division is planning to expand to other industries as well.
Figure 16. Software market size.
Today, some of the biggest companies within the
software industry, including Microsoft, IBM, Oracle, SAP, and Salesforce, have still not developed a UIMAGP. Any software that can be
created by low code and no code programming can also be created by using UIMAGP. However, the software created by UIMAGP achieves what
low code and no code programming cannot because of the complexities of applying the code to different platforms and the accompanying required
customization. One of the distinct features of UIMAGP is that the programming provides a starting point that includes foundational code
that may be used on any platform or operating system. This makes the final programming much more efficient, as it needs relatively few
lines of code to program a complicated application.
d) Universal smart instrument
division
This division will focus on developing and marketing
end-user universal smart instruments and shared distributed universal IoT devices for the commercial and residential markets. The development
of universal smart instruments and IoT have considerable overlap, with the only difference being the number of devices involved. We will
capitalize on this overlap by unifying universal smart instruments and IoT into a single system, eliminating any distinction between them.
USIP, a cost-effective and fully production-ready hardware and software platform, provides a considerable advantage in shorting design,
building, testing, and fixing cycles. Smart home products, including light controls, air conditioner controls, sprinkler controls, garden
light controls, heating floor controls, motorized curtain controls, pool filtration and algae controls, smoke detector controls, carbon
monoxide measurement, motion detectors, and doorbells, have been designed and tested.
This division will also develop and market end-user
universal smart instruments and shared distributed universal IoT devices in the horticulture, agriculture, and aquaculture industries.
Leveraging the Company’s ultra-narrowband PLC technology and USIP, we intend to provide a more stable, secure, and faster network
for large industrial operations requiring data-specific sensing and control automation to ensure optimal outcomes. According to Markets
and Markets, the agriculture IoT market is expected to grow from $11.4 billion in 2021 to $18.1 billion by 2026, at a CAGR of 9.8%.[19]
A key factor driving the growth of this market is the rising demand for agricultural production due to increasing population and adoption
of IoT and AI technologies by farmers and growers. Deere & Company (US), Trimble (US), Raven Industries (US), AGCO Corporation (AGCO)
(US), AgJunction Inc. (AgJunction) (US), DeLaval (Sweden), GEA Farm Technology (Germany), Lely (Netherlands), Antelliq (France), AG Leader
Technology (AG Leader) (US), Tigercat (Canada), Ponsse (Finland), Komatsu Forest AB (Sweden), Caterpillar (US), Treemetrics (Ireland),
Topcon Positioning Systems (US), and DICKEY-john Corporation (US) are some of the major players in the agriculture IoT market. We have
completed the design of certain PLC industrial IoT devices, including industrial light controls, temperature controls, humidity controls,
carbon dioxide controls, digital lighting controls, quantum PAR measurement and controls, pH measurement and controls, TDS measurement
and controls, and fan speed controls.
This division will also focus on developing
device-on-a-chip (DoC) ICs, which we intend to sell to electronic device manufacturers for use in conjunction with the USIP. We will
distinguish our DoC technology from the component ICs; these ICs can perform entire device functions. According to the Cision the
globally integrated circuits market will be worth $1,248.6 billion in 2030.[20] Major players in the IC market are Intel
Corporation, Texas Instruments, Analog Devices, STMicroelectronics, NXP, ON Semiconductor, Micron, Toshiba, Broadcom, and
Qualcomm.
This division will also install and design customer
solutions for residential and commercial IoT projects. The Company currently specializes in high-performance, easy-to-use audio/video,
home theater, lighting control, automation, and home integration solutions for residential installation and custom solution services.
On the commercial side, we plan to add well-trained staff ready to handle all aspects of voice, data, fiber, paging, audio-video services,
CATV, and other low voltage premise cabling. All of our service providers hold certifications for multiple product lines and specialty
work. The Company plans to use its current client base and expertise from these installation services to integrate products developed
on the USIP into the project proposals.
____________________
|
[19] |
Market and Markets, May 2021, Agriculture IoT Market worth $18.1 billion by 2026, https://www.marketsandmarkets.com/PressReleases/iot-in-agriculture.asp,
(last accessed March 7, 2023) |
|
[20] |
Cision, January 25, 2023, Integrated Circuits Market to Reach USD 1,248.6 Billion by 2030, https://www.prnewswire.com/news-releases/integrated-circuits-market-to-reach-usd-1-248-6-billion-by-2030--301730536.html,
(last accessed March 7, 2023) |
Products we are currently selling
In addition to the technologies which we have
developed and described above, 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 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 branding on our products.
Specifically, we sell the following products:
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.
Our Fan Speed Adjuster Device
Carbon filter devices. We sell two types
of carbon filter devices to our client Hydrofarm. These carbon filter devices are professional-grade filters specifically designed and
used to filter the air in greenhouses that might be polluted by fermenting organics. One of these filters can be attached to a centrifugal
fan to scrub the air in a constant circle or can be attached to an exhaust line as a single pass filter, which moves air out of the growing
area, filters unwanted odors, and removes pollen, dust, and other debris in the air. The other filter is designed to be used with fans
from 0-6000 C.F.M.
Our Carbon Filter Device
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.
Our HEPA Filtration Device
Digital light meter. We provide a handheld
digital light meter to measure luminance in FC units or foot-candles.
Our Digital Light Meter Device
Quantum par meter. We provide a handheld
quantum PAR meter to measure photosynthetically active radiation (“PAR”). This fully portable handheld PAR meter measures
PAR flux in wavelengths ranging from 400 to 700 nm. It is designed to measure up to 10,000 µmol.
Our Quantum Par Meter Device
Smart Home Installation
Through AVX Design and Integration, Inc. (“AVX”),
an IoT installation and management company based in southern California, and a subsidiary of the Company, we offer residential customers
an entire smart home product line. We have finished designing smart devices for lighting control, air conditioner control, sprinkler control,
garden light control, garage door control, and heating control. We are developing a swimming pool control device, smoke detector, and
carbon monoxide monitor.
We believe smart installation based on the USIP,
and our Ubiquitor together will include more functionalities than the current systems offered by our competitors. It is our goal that
our smart systems would integrate, exchange data, interact and connect utilizing our forthcoming PLC technology. As a result, the installation
process would be simplified, and its costs would be reduced.
Once successfully integrated, the Ubiquitor will be
central to every smart installation with our IoT Installation Services segment. The Ubiquitor’s connectivity capabilities will allow
that system to be expanded and customized in the future. We also plan to offer zero down payment options for installation of our smart
systems and charge a monthly subscription fee instead.
Notwithstanding the foregoing, should we be unable
to successfully integrate the Ubiquitor into our smart installations, the Ubiquitor will continue to be a flagship product of our Company
that can be applied to various other purposes in the different industries and fields mentioned above.
Strategy and Marketing Plan
The Company plans to market the USIP to the industrial
sector first, including key growth industries such as indoor agriculture. Once the technology is established there, the core technologies
of universality and interoperability through a readily available device, such as a mobile device or smartphone, may be ported to products
specifically intended for the consumer and residential markets.
While industrial markets are large, the consumer
and residential markets are even more significant. This two-phase approach will allow for continuous and increasing revenue growth. Moreover,
during the industrial phase of development, the Company will test and refine its products to ensure that they are ready for the consumer
and residential markets.
Once we have successfully entered the industrial
sector, we intend to roll out additional technologies that are currently under development. These technologies will advance and support
the core technologies marketed in phases one and two to the industrial and consumer markets.
We will continue to design, manufacture, market,
and distribute our electronic measurement devices, such as temperature humidity meters, digital meters, quantum PAR meters, pH meters,
TDS meters, and CO2 monitors. Over the years, Hydrofarm has developed a broad and loyal customer base that buys our existing products
on a repeat basis. The universal smart technology has been applied to our existing traditional devices and demonstrated significant functional
improvement and hardware cost savings. We believe hardware cost reductions of up to 90% have been achieved. However, promoting universal
smart technology and universal smart IoT devices to our customers, including traditional instrument manufacturers, will be the central
focus of our business in the future.
Different markets require different strategies.
We divided our customers into a few segments to determine what specific marketing technique will reach each targeted group and its needs.
a) Our Existing Customer, Hydrofarm
Our universal smart instruments’ design,
development, and manufacture are targeted to increase current sales to Hydrofarm, our existing customer.
Our current customer, Hydrofarm, is the largest
distributor in the horticulture industry, with roughly 50% of the market share in the U.S. horticulture industry.
All our current universal smart devices, including
sensors and controllers, will be distributed to Hydrofarm. Smartphones can be used to display and control all the sensors and controllers
in the horticulture industry. By the end of 2020, we completed the development of several sensors that are used in the gardening industry,
including a light control node, temperature sensor, humidity sensor, digital light sensor, quantum PAR sensor, pH sensor, TDS sensor and
carbon dioxide sensor; and we finished the circuit layouts for the pilot IoT system for the gardening industry (consisting of approximately
1,000 sensor nodes and controllers). These circuit layouts are in the possession of our manufacturer in China for production. We have
now received the circuit boards and are trying to launch the pilot production. We are designing the injection molding tooling so that
we can create the casing. We believe we will be able to launch the pilot production once the casing tooling is fixed. In 2023, we intend
to extend our product line to Hydrofarm, who in turn will resell and market our systems and devices to its customers in the horticulture
industry.
b) Online Customers
We intend to use traditional and specialized e-commerce
outlets to help with online brand awareness. By analyzing Amazon’s data, we plan to determine which traditional instruments have
the highest selling volumes and at what price point. Future research and development will focus on integrating the sensors used in these
instruments into the universal smart instruments to leverage on their existing markets.
c) Traditional Controller and Remote-Control
Customers
Traditional controllers monitor and control their
sensors through bi-directional communication implemented by hardware. The sensors or probes in controllers not only measure the physical
environment but also give feedback to the input actuators that can make necessary corrections. They are expensive and require a corresponding
monitor in which unidirectional communication is needed. For example, a traditional temperature meter may cost approximately $15 and a
temperature controller may cost approximately $100. The wireless bi-directional communication supported by a smartphone or mobile device
offers cost reduction in controller design and manufacturing. Traditional remote control is accomplished through hardware, which can be
replaced by a smartphone. Universal smart technology will also play an important role in traditional control applications. Traditional
controller users are one of highest profit margin customers of universal smart technology.
d) Special Customers
For customers who consider an instrument’s
compatibility, interoperability, interchangeability, universality, upgradeability, expandability, scalability, and remote access ability
as crucial, universal smart technology has several fundamental advantages over traditional instruments in terms of hardware cost and functionality.
End users will not only enjoy the remote access to their sensors wirelessly but also save the cost of the hardware module which will be
replaced by a smartphone.
e) Traditional Instruments Manufacturers
We may consider selling the Ubiquitor directly
to instrument manufacturers and allowing them to distribute it through their established platforms. We are putting together an internal
sales team in order to establish the marketing campaign for our sensor devices, including the Ubiquitor. We are also expanding the sales
team for AVX because we believe that the Ubiquitor device will be integral to smart home installations.
We believe that universal smart technology will
play a critical role for traditional industrial instrument manufacturers, because it is too expensive and difficult to develop industrial
instrument sensors for medium or smaller companies or individual homes. The cost factor is the first consideration when deciding whether
a company wants to develop universal smart technologies and implement them in their products.
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 100% owned by Focus Universal Inc. and designed to function as a branch office
accessing high level ability to source products and build relationships with manufacturers in the region and as a lower cost form of support
research and development as engineers are more plentiful in the region. In the future, this office could also handle other online marketing
and marketing production activities, provided a cost and quality benefit exists at the time.
Our goals over the next three years include:
|
· |
Raise capital to move into full manufacturing and production for our Ubiquitor device; |
|
· |
Partner with manufacturers and promote the adoption of our Ubiquitor device in a USIP; |
|
· |
Acquire a stable market share of the sensor device market; |
|
· |
Continue performing research and development on PLC technology; |
|
· |
Focus on building our smart home offerings so that we can reduce the cost of smart home implementation to focus on expanding smart home installation and implementation beyond luxury homes; |
|
· |
File additional patents to expand our intellectual property portfolio related to the many uses of our Ubiquitor device; and |
|
· |
File patents to protect our PLC technology. |
To achieve these goals, we intend to focus on the following initiatives:
|
· |
Position the Ubiquitor device as the industry standard in universal sensor reading technology; |
|
· |
Establish strategic supply chain channels to facilitate efficient production operations; and |
|
· |
Communicate the product and service differentiation through direct networking and effective marketing. |
Growth Strategy
Growth through Mergers and Acquisitions
Mergers and acquisitions (“M&A”)
represent a significant part of our growth strategy because M&A can fill business gaps or add key business operations without requiring
us to wait years for marketing and sales cycles to materialize. We have used this growth strategy in our acquisition of AVX, and in the
future intend to continue to use M&A to find and secure opportunities that will either: (i) achieve the objective of growth in our
market segments; or (ii) provide an area of expansion that will add to the Company’s products and/or service lines in markets that
we are currently not serving, but could serve if we had the appropriate expertise. The resulting combination of our existing products
and services, new key personnel, and strategic partnerships through M&A will allow us to operate in new markets and provide new offerings
to our existing market.
Acquiring key competitors may allow the addition
of key personnel to our team. These additions may include people with vast industry knowledge, which can act as a catalyst to further
our growth and lead to the development of new products and business lines. We will seek to target synergistic acquisitions in the same
industry, targeting different geographic locations, which will allow us to actively compete on a regional or national scale in the IoT
segment. If we target businesses in the same sector or location, we hope to combine resources to reduce costs, eliminate duplicate facilities
or departments and increase revenue. We believe this strategy will allow for accelerated growth and maximize investor returns.
One of our key strategies to grow through M&A
is to acquire smaller businesses that focus on IoT installation technology (industrial or residential) and in the USIP or PLC industries.
Original Equipment Manufacturer (“OEM”)
Engineering Consulting and Design Services
Universal smart technology is new to most electronic
engineers and manufacturers. One way to promote our universal smart technology is to provide direct OEM engineering design consulting
services to potential industrial customers. Direct, on-site consulting will educate our industrial consumers on the many ways our technology
can be implemented in a variety of industrial applications. We believe that we are well positioned to perform product design and engineering
consulting services for future OEM customers. We believe we can operate as a seamless extension of our customers’ engineering organizations
and add scale, flexibility, and speed to their design processes. We will not be able to offer such engineering consulting and design consulting
services until the Ubiquitor is being produced and distributed. We believe that once the Ubiquitor is being produced and distributed,
we will have hired and trained enough engineers to execute our consulting strategy. Through our engineering consulting services strategy,
we intend to become our customers’ engineering partner at all stages of the design cycle so that we may effectively assist them
in transforming ideas into production-ready products and accelerate time to market for our universal smart technology product segment.
Technology Licensing
We may also consider entering into licensing arrangements
with our customers for our technology. We believe that once we educate our industrial consumers, they may want to integrate our universal
smart technology into their own technology through licensing agreements. We believe licensing our intellectual property may provide a
revenue stream with no additional overhead, all while allowing us to retain proprietary ownership and create long-term industrial consumers
who rely on our products. By creating incentives, such as cost incentives, to license our IP rather than design their own technology,
we believe potential customers could save on design costs and create business development opportunities. Licensing may also allow us to
rely on the expertise, capacity, and skill of a licensee to commercialize our IP, which is especially valuable if we lack the infrastructure,
financial resources, and know-how to bring a product to market independently.
Distribution Method
We intend to engage in relationships
predominantly with standard U.S. component manufacturers and similar electronics providers for the manufacturing of unassembled
parts of the Ubiquitor and its sensor nodes, and to then ship such parts to our Ontario, California facility where we will assemble
the Ubiquitor devices and sensor nodes. Afterwards, we would distribute our Ubiquitor devices to distributors and retailers directly
and also ship directly to traditional industrial instrument manufacturers. We have a sales department operating out of our Ontario,
California office and eventually plan to open a second sales department in China dedicated to promoting our technologies to local
instrument manufacturers who can utilize our Ubiquitor devices in their manufacturing and other processes. We intend to market the
Ubiquitor to industrial end-users through Hydrofarm, through direct business-to-business sales channels and also directly to
consumers via e-commerce internet platforms. For our quantum light meters, and air filtration products, while we still continue to
anticipate orders from Hydrofarm in 2023, we have begun to diversify away from one single dominant distributor into more diversified
distribution channels, such as direct wholesale into retail outlets and direct distribution to end-users. We also intend to
implement a direct sales method via Amazon.com and other online retailers.
Raw Materials
The electronic components used in the Ubiquitor
are common and can be easily purchased through a variety of suppliers with little advanced notice. We predominantly use large-scale manufacturers
in the United States such as Texas Instruments and Intel for the major components. Other key suppliers we could consider include Analog
Devices, Skyworks Solutions, Infineon, STMicroelectronics, NXP Semiconductors, Maxim Integrated, On Semiconductor, and Microchip Technology.
Production and assembly lines are also available worldwide if we needed to outsource or increase our capacity, though we intend to complete
our assembly in our Ontario, California facility.
Manufacturing and Assembly
We have an assembly facility in Ontario, California
where we assemble the Ubiquitor from parts sourced predominantly in the United States. Our quantum light meters and handheld sensors are
also manufactured in our Ontario, California facility. Our air filtration products are manufactured and assembled in China by a third-party
contract manufacturer, Tianjin Guanglee.
Our subsidiary unit in the Canton province of
mainland China, Focus Universal (Shenzhen) Technology Co. LTD, was founded in December 2021 as an office for manufacturing procurement
expertise and support research and development activities. Focus Universal (Shenzhen) Technology Co. LTD is designed to function as a
branch office accessing high level ability to source products and build relationships with manufacturers in the region and as a lower
cost form of support research and development as engineers are more plentiful in the region. In the future, this office could also handle
other online marketing and marketing production activities, provided a cost and quality benefit exists at the time. 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 or business 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.
Competitors
Sensor Node Industry
There are several competitors we have identified
in the sensor node industry, including traditional instruments or devices manufacturers such as Hanna Instruments or Extech Instruments.
Hach developed and launched the SC1000 Multi-parameter
Universal Controller, a probe module for connecting 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
be a concern. In addition to purchasing the device, consumers usually have to pay a monthly fee for using web-based services.
IoT Installation Industry
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.
Air Filtration Systems and Meter Products
Industry
The air filtration system and meter products industry
is a niche industry. The global industrial air filtration market was valued at $23.83 billion by 2029 and analysts expect it to register
a CAGR of 7.2% because of the industrial need to control air quality across a range of industries.[21] Air purification methods
are an effective way to control contaminants and improve indoor air quality and as a result, many national and local governments overseeing
indoor air quality and other emissions are enacting stricter workforce health and safety regulations in this area, which drives demand.
We are not trying to compete with traditional
instruments or device manufacturers because we plan to utilize our Ubiquitor device in conjunction with our smartphone application. We
believe the resulting product may compete in a much wider product category due to its many potential applications.
Our Corporate History
We are based in the City of Ontario, California,
and were incorporated in Nevada in 2012. In December of 2013, we filed an S-1 registration statement that went effective on March 14,
2014. From March 14, 2014, through August 30, 2021, our securities traded on the OTCQB Market. From August 31, 2021, our securities traded
on the Nasdaq Capital Market. From January 28, 2022, our securities traded on the Nasdaq Global Market.
Our website is www.focusuniversal.com. Our website
and the information contained therein or connected thereto are not intended to be incorporated into this report.
The Company entered the residential and commercial
automation installation service industry through the acquisition of AVX Design and Integration, Inc. (“AVX”) in March of 2019.
AVX was established in 2000 with the goal of installing high-performance, easy-to-use Audio/Video, Home Theater, Lighting Control, Automation,
and Integration systems for high-net-worth residential projects.
Additionally, we are performing research and development
on an electric power line communication (“PLC”) technology and have filed three patents with the United States Patent and
Trademark Office (USPTO) related to our Ubiquitor device and the design of a quantum PAR photo sensor. Eventually, we hope that PLC technology
will further enhance smart IoT installations performed by AVX and powered by the Ubiquitor.
In late 2018, we purchased a manufacturing warehouse
and office space addressed at 2311 East Locust Court, Ontario, CA, 91761. The property consists of an industrial type, two-story building,
with a total building area of 30,740 square feet. Ten thousand square feet will be utilized for office space; and 20,000 square feet will
be utilized for warehouse space. The property includes 58 parking spaces. The purchase price for the property was approximately $4.62
million.
On March 15, 2019, the Company entered into a
stock purchase agreement with Patrick Calderone, the CEO and owner of AVX, whereby the Company purchased 100% of the outstanding stock
of AVX (the “AVX Acquisition”) for $890,716. The purchase price was structured as follows: (1) $550,000 payable in cash at
closing; (2) $290,716 payable in 39,286 shares of the Company’s common stock issued upon closing; and (3) $50,000 payable in the
form of a secured promissory note at 6% interest over 12 months secured by six shares of AVX common stock. In connection with the AVX
Acquisition, Patrick Calderone also entered into a consulting agreement with the Company pursuant to which he would offer consulting and
training services during the 12-month period following the closing of the AVX Acquisition. Since AVX is an installer of smart home products,
and since we anticipate that our Ubiquitor device can enhance smart home installations, we believe that this acquisition will allow us
to test new applications and the integration capabilities of our Ubiquitor device in smart homes.
On August 31, 2021, the Company commenced trading
on the Nasdaq Capital Market under the symbol “FCUV.”
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[21] |
Fortune, The global air filters market is projected to grow from $14.68 billion in 2022 to $23.83 billion by 2029, exhibiting a CAGR
of 7.2% in forecast period, 2022-2029, https://www.fortunebusinessinsights.com/industry-reports/air-filters-market-101676, (last accessed
March 7, 2023) |
On September 2, 2021, the Company announced the
closing of an underwritten public offering of 2,300,000 newly issued shares of common stock at a price to the public of $5.00 per share.
The closing included the full exercise of the underwriters’ over-allotment option to purchase 300,000 shares of common stock at
the public offering price, for gross proceeds to the Company of $11.5 million, prior to deducting underwriting discounts and commissions
and offering expenses payable by us.
On January 26, 2022, the Company announced approval
for the uplist of its stock onto the Nasdaq Global Market exchange under the symbol “FCUV.”
Patent, Trademark, License and Franchise
Restrictions and Contractual Obligations and Concessions
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 had issued 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 granted on March 20, 2018.
After our internal research and development efforts,
we filed with the USPTO on June 2, 2017, a patent application regarding a process for improving the spectral response curve of a photo
sensor. The small and cost-effective multicolor sensor and its related software protected by the potential patent we believe could achieve
a spectral response that approximates an ideal photo response to measure optical measurement. The patent was issued on February 26, 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.
On May 19, 2021, we filed thirteen provisional
patent applications with the USPTO that we had been researching and developing for years encompassing a broad spectrum of technology areas
including sensor technology, wired and wireless communications, power line communications, computer security, software solutions, interconnected
technological communications, smart home systems and methods for both home and hydroponic areas, dynamic password cipher, local file security,
payment card security, infrared sensor, and a method and apparatus for high data rate transmission.
We continue to ultilize the services of the law
firm of Knobbe Martens, Olson & Bear, LLP based in Orange County, CA to serve as outside intellectual property counsel for the Company.
The firm is working on transferring the Company’s provisional patent applications to formal patent applications in addition to filing
new provisional patents. In 2021, we filed 14 patents. We filed 18 domestic patents in 2022 (plus two international patents in 2022),
and so far have filed 3 patents in 2023.
In addition, the Company’s patent number
11,488,468 was allowed and subsequently issued on November 1, 2022. The patent, titled Sensor for Detecting the Proximity of an IEEE 802.11
Protocol Connectable Device.
Research and Development Activities
For the year ended December 31, 2022, we spent
a total of $1,060,385 on research and development activities; and for the year ended December 31, 2021, we spent a total of $220,469.
Focus Universal (Shenzhen) Technology Co. LTD
was founded as a mainland China office for manufacturing procurement expertise and non-confidential support research and development activities.
This wholly owned subsidiary is registered to be engaged in IoT research and development, IoT sales and service, and other related activities.
Compliance with Environmental Laws
We are not aware of any environmental laws that
have been enacted, nor are we aware of any such laws being contemplated for the future, that impact issues specific to our business.
Employees
As of the date of this report we have a total
of 32 employees, with 25 full-time employees and 7 part-time employees. The Company’s Chief Executive Officer and Secretary is Dr.
Desheng Wang, and our Chief Financial Officer is Irving Kau. We have a head of marketing whose efforts are focused on the controlled agricultural
market segment. We have eleven full-time senior electrical and computer engineers working on the research and development of our products.
We have one full-time sales employee and three full-time employees are working on administrative tasks. We also have a full-time accounting
manager/controller. Four employees perform audio/visual home installations for our subsidiary AVX, with one employee serving as the supervisor
and operational head.
Item 1A. RISK FACTORS
Risks Related to our Business and Industry
We have a history of operating losses, and
we may not be able to sustain profitability.
We were incorporated on December 4, 2012; and as of
December 31, 2022, we had an accumulated deficit of $17,864,028. If we are not successful in growing revenues and controlling
costs, we will not maintain profitable operations or positive cash flow, and even if we achieve profitability in the future, we may not
be able to sustain profitability in subsequent periods.
Because we have a limiting operating history
with positive revenues, you may not be able to accurately evaluate our operations.
We were incorporated on December 4, 2012, and
have had limited profitable operations to date. Therefore, we have a limited profitable operating history upon which to evaluate the merits
of investing in our company. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications
and delays encountered in connection with the operations that we plan to undertake. These potential problems include, but are not limited
to, unanticipated problems relating to the ability to generate sufficient cash flow to operate our business, and additional costs and
expenses that may exceed current estimates. However, we expect to continue generating revenues. Additionally, we recognize that if the
effectiveness of our business plan is not forthcoming, we will not be able to continue business operations. If we are unsuccessful in
addressing these risks, our business will most likely fail.
We require significant funding to develop, manufacture and market
our Ubiquitor wireless sensor.
We may ultimately require up to $20 million to
fund the development, manufacturing, assembly and marketing strategy for the Ubiquitor. Once we achieve this fund-raising goal, we intend
to position ourselves in the small device market, establishing the price at below a few hundred dollars. Due to superior functionality
and low price, we expect to capture this section of the market easily. Once our product and service mature, and the Company becomes better
known, we believe we could gain market share in the high-end market. None of this will be possible if we fail to obtain the funding we
require. There is no guarantee that additional funding can be obtained on favorable terms, if at all.
We depend on key personnel.
Our future success will depend in part on the
continued service of key personnel, particularly, Desheng Wang, our Chief Executive Officer, and Edward Lee, the Chairman of our Board.
If any of our directors and officers choose to
leave the company, we will face significant difficulties in attracting potential candidates for replacement of our key personnel due to
our limited financial resources and operating history. In addition, the loss of any key employees or the inability to attract or retain
qualified personnel could delay our plan of operations and harm our ability to provide services to our current customer, Hydrofarm, and
harm the market’s perception of us.
Regulatory actions could limit our ability
to market and sell our products.
Many of our products and the industries in which
they are used are subject to U.S. and foreign regulation. Government regulatory action could greatly reduce the market for our Ubiquitor
device and for smart home installation. For example, the power line grid, which is the communications grid that could be used by some
of our products, is subject to special regulations in North America, Europe and Japan. In general, these regulations limit the ability
of companies such as ours to use power lines as a communication medium. In addition, some of our competitors have attempted or may attempt
to use regulatory actions to reduce the market opportunity for our products or to increase the market opportunity for their own products.
We outsource our product manufacturing
and are susceptible to problems in connection with procurement, decreasing quality, reliability and protectability.
We assemble our Ubiquitor devices by using fully
manufactured parts, the manufacturing of which has been fully outsourced. We have no direct control over the manufacturing processes of
our products. This lack of control may increase quality or reliability risks and could limit our ability to quickly increase or decrease
production rates.
We outsource the manufacturing of key elements
of our quantum light meters and air filters to a single manufacturing partner, with whom we do not have a formal contractual relationship.
We outsource the manufacture of our quantum light
meter and air filtration devices to a single contract manufacturer, Tianjin Guanglee Technologies Ltd. (“Tianjin Guanglee”).
If Tianjin Guanglee’s operations are interrupted or if Tianjin Guanglee is unable to meet our delivery requirements due to capacity
limitations or other constraints, we may be limited in our ability to fulfill new customer orders, and we may be required to seek new
manufacturing partners in the future. Tianjin Guanglee has limited manufacturing capacity, is itself dependent upon third-party suppliers
and is dependent on trained technical labor to effectively create components making up our devices or to repair special tooling. In addition,
as of the date of this report, we do not have a formal development and manufacturing agreement that regulates our business relationship
with Tianjin Guanglee. Although we continue to operate under the terms of an oral agreement, and we believe there are a multitude of manufacturers
that could quickly replace Tianjin Guanglee, our manufacturing operations could be adversely impacted if we are unable to enforce Tianjin
Guanglee’s performance.
Our potential inability to adequately protect
our intellectual property during the outsource manufacturing of our quantum light meters and filtration products in China could negatively
impact our performance.
In connection with our manufacturing outsourcing
arrangements, we rely on third-party manufacturers to implement customary manufacturer safeguards onsite, such as the use of confidentiality
agreements with employees, to protect our proprietary information and technologies during the manufacturing process. However, these safeguards
may not effectively prevent unauthorized use of such information and technical knowhow or prevent the manufacturers from retaining them.
We face risks that our proprietary information may not be afforded the same protection in China as it is in countries with more comprehensive
intellectual property laws, and local laws may not provide an adequate remedy in the event of unauthorized disclosure of confidential
information. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our proprietary rights in China,
and failure to obtain or maintain intellectual property or trade secret protection could adversely affect our competitive business position.
If the third-party manufacturers of our proprietary products misappropriate our intellectual property, our business, prospects and financial
condition could be materially and adversely affected.
Our business operations in China may negatively
affect our ability to protect our intellectual property and our financial position.
On December 31, 2021, we set up a branch office
in mainland China. Historically, China has not protected intellectual property rights to the same extent as the United States, and infringement
of intellectual property rights continues to pose a serious risk of doing business in China. Monitoring
and preventing unauthorized use is difficult. The measures we take to protect our intellectual property rights may not be adequate. Any
unauthorized use of our intellectual property rights could harm our competitive advantages and business. Furthermore, the application
of laws governing intellectual property rights in China is uncertain and evolving and could involve substantial risks to us. If we are
unable to adequately protect our intellectual property rights, we may lose these rights and our business may suffer materially. Moreover,
the complexities that arise from operating in a different tax jurisdiction inevitably led to an increased exposure to international taxation.
Should review of our tax filings result in unfavorable adjustments, our operating results, cash flows, and financial position could be
materially and adversely affected.
The size and future growth in the market
for our Ubiquitor device or our PLC technology has not been established with precision and may be smaller than we estimate, possibly materially.
If our estimates and projections overestimate the size of this market, our sales growth may be adversely affected.
Our estimates of the size and future growth in
the market for our Ubiquitor device or our PLC technology is based on several internal studies, reports and estimates. In addition, our
internal estimates are based on current feedback from clients using current generation technology and our belief is that the use and implementation
of our technologies in the United States and worldwide will be extensive. While we believe we are using effective tools in estimating
the total market for Ubiquitor device or our PLC technology, these estimates may not be correct and the conditions supporting our estimates
may change at any time, thereby reducing the predictive accuracy of these underlying factors. The actual demand for our products or competitive
products, could differ materially from our projections if our assumptions are incorrect. As a result, our estimates of the size and future
growth in the market for the Ubiquitor device or our PLC technology may prove to be incorrect. If the demand is smaller than we have estimated,
it may impair our projected sales growth and have an adverse impact on our business.
If we are unable to properly forecast future
demand of our products, our production levels may not meet demands, which could negatively impact our operating results.
Our ability to manage our inventory levels to
meet our customer’s demand for our products is important for our business. Our production levels and inventory management are based
on demand estimates six to twelve months forward considering supply lead times, production capacity, timing of shipments, and dealer inventory
levels. If we overestimate or underestimate demand for any of our products during a given season, we may not maintain appropriate inventory
levels, which could negatively impact our net sales or working capital, hinder our ability to meet customer demand, or cause us to incur
excess and obsolete inventory charges.
Demand for our Ubiquitor product may be
affected by new entrants who copy our products and/or infringe on our intellectual property.
The ability to protect and enforce intellectual
property rights varies across jurisdictions. An inability to preserve our intellectual property rights may adversely affect our financial
performance. Competitors and others may also initiate litigation to challenge the validity of our intellectual property or allege that
we infringe their intellectual property. We may be required to pay substantial damages if it is determined our products infringe on their
intellectual property. We may also be required to develop an alternative, non-infringing product that could be costly and time-consuming,
or acquire a license on terms that are not favorable to us. Protecting or defending against such claims could significantly increase our
costs, divert management’s time and attention away from other business matters, and otherwise adversely affect our results of operations
and financial condition.
Internal system or service failures, including
as a result of cyber or other security incidents, could disrupt business operations, result in the loss of critical and confidential
information, and adversely impact our reputation, our business, financial condition, results of operations and cash flows. Our connected
products potentially expose our business to cybersecurity threats.
Some of our products connect to the internet and
potentially expose our business to cybersecurity threats. Global cybersecurity threats and incidents can range from uncoordinated individual
attempts to gain unauthorized access to our systems to sophisticated and targeted measures known as advanced persistent threats directed
at our products, our customers and/or our third-party service providers, including cloud providers. There has been an increase in the
frequency and sophistication of cyber and other security threats we face, and our customers are increasingly requiring cyber and other
security protections and standards in our products, and we may incur additional costs to comply with such demands.
The potential consequences of a material cyber,
or other security incident include financial loss, reputational damage, negative media coverage, litigation with third parties, which
in turn could adversely affect our competitiveness, business, financial condition, results of operations and cash flows.
Our sensor segment is subject to risks associated
with operations as we diversify away from a single dominant customer.
While in the past we were subject to volatility as
a result of having only one dominant customer, diversification away from a single customer also poses some risks associated with the migration,
While the company will possess more revenues streams, the migration away from a single steady customer poses risks as we begin to build
new relationships. Along with new marketing efforts, we need to continue to cater to the needs of these new customers or the business
may fluctuate or vanish.
Our air filtration business segment could
experience price fluctuations in raw materials, availability problems, and volatile demand.
The principal raw materials that we use are filter
media, activated charcoal, perforated metal sheet, and certain other petroleum-based products, like plastics, rubber, and adhesives. Our
cost of filter media can experience price fluctuations. Larger competitors can enter selective supply arrangements with major suppliers
that reduce medium-to-long-term volatility in costs. We cannot guarantee purchases in the volume that justifies such selective supply
arrangements. Thus, we could be subject to price volatility.
Prices and availability for the electronic
parts and plastics we need to assemble the Ubiquitor could fluctuate.
The principal raw materials that we use for our
Ubiquitor device are standard industrial electronics parts and plastics that are generally easily available through a variety of U.S.
domestic and foreign manufacturers. Such raw materials can experience price fluctuations due to a variety of factors, such as tariffs,
import/export fees and delays, and availability. If there is scarcity, then larger competitors could be given purchasing priority with
major suppliers that could make it so smaller companies like us experience volatility in costs and/or availability issues. Also, since
we have not yet manufactured in large numbers, our management team might not have the expertise to mitigate such price fluctuations or
availability concerns. Thus, suppliers could stop selling to us because of demand. Even though it is possible to find alternative suppliers,
changing to new suppliers could delay production and affect the quality of certain products.
Changes in tariffs, import or export restrictions,
Chinese regulations or other trade barriers may reduce gross margins.
We currently source products from manufacturers
in China, including digital, analog, and quantum light meters, filtration products and certain components for our Ubiquitor device. Currently,
the prices we offer to Hydrofarm are FOB (Free on Board) China. Only the cost of delivering the goods to the nearest port is included
and Hydrofarm is responsible for the shipping from China and responsible for all other fees, including tariffs, associated with delivering
the goods to the ultimate destination. If Hydrofarm changes the term to CIF (Cost, Insurance, and Freight) United States, then we would
be responsible for the shipping costs and the tariff costs, which may reduce our gross margin. Thus, we may incur increases in costs due
to changes in tariffs, import or export restrictions, other trade barriers, or unexpected changes in regulatory requirements, any of which
could reduce our gross margins. Moreover, volatile economic conditions may impact the ability of our suppliers to make timely deliveries;
and if a supplier fails to make a delivery, there is no guarantee that we will be able to timely locate an alternative supplier of comparable
quality at an acceptable price.
Since the beginning of 2018, there has been increasing
rhetoric, in some cases coupled with legislative or executive action, from several U.S. and foreign leaders regarding tariffs against
imports of certain materials. It is difficult to anticipate the impact on our business caused by the proposed tariffs or whether the proposed
changes in tariffs will materialize in the future. Given the relatively fluid regulatory environment in China and the United States, there
could be additional tax, tariffs, or other regulatory changes in the future. Any such changes could directly and materially adversely
impact our business, financial condition, and operating results.
Our failure to respond to rapid change in
the technology markets could cause us to lose revenue and harm our competitive position.
Our future success will depend significantly on
our ability to develop and market new products that keep pace with technological developments and evolving industry standards for technology.
We are currently developing products, including our Ubiquitor device, universal smart monitors, and controllers, distributed shared universal
smart home products, and smart products for the gardening industry, for MacOS, PC, as well as mobile operating systems such as Android
and iOS, that transmit data over Wi-Fi signals, cellular signals, Bluetooth, certain power line systems, traditional wired systems, and
other radio frequency systems that enable data transmission. Our delay or failure to develop or acquire technological improvements, adapt
our products to technological changes or provide technology that appeals to our customers may cause us to lose customers and may prevent
us from generating revenue which could ultimately cause us to cease operations.
Our business depends on our ability to keep
manufacturing costs low; and we may lack the expertise necessary to negotiate and maintain favorable pricing, supply, business and credit
terms with our potential vendors.
It may be difficult to negotiate or maintain favorable
pricing, supply, business or credit terms with our potential vendors, suppliers and service providers. In addition, product manufacturing
costs may increase if we fail to achieve anticipated volumes. There can be no assurance that we will be able to successfully manage these
risks. In summary, we can offer no assurance that we will be able to obtain a sufficient (but not excess) supply of products on a timely
and cost-effective basis. Our failure to do so would lead to a material adverse impact on our business.
Since wireless networks are susceptible
to interference and other limitations, and one advantage of our Ubiquitor device and our USIP platform is that it can connect to wireless
networks as one way to transmit data, wireless network limitations may reduce the competitive advantage of the Ubiquitor and USIP platform
in the marketplace.
Our Ubiquitor and USIP platform relies on both
wired and wireless networks to transmit data, which is a major advantage of the Ubiquitor device and the USIP platform. Wireless networks
allow multiple users to access large amounts of information without the hassle of running wires to and from each IoT device. However,
wireless networks have technological limitations and there are several disadvantages that our Ubiquitor device may face when using a wireless
network. Wireless networks are typically expensive; it can cost up to four times more to set up a wireless network than to set up a wired
network. The range of a wireless network is limited, and a typical wireless router will only allow individuals located within 150 to 300
feet to access the network. Wireless networks are extremely susceptible to interference from radio signals, radiation, and other similar
types of interference. Such interference may cause a wireless network to malfunction. Wireless networks can be accessed by any IoT device
within range of the network’s signal so information transmitted through the network (including encrypted information) may be intercepted
by unauthorized users. Wireless networks are typically slower than wired networks, sometimes even up to 10 times slower. Walls and floors
can seriously limit the range of your wireless network. Since wireless networks have severe limitations, these limitations may reduce
the competitive advantage that the Ubiquitor provides in the marketplace which might prevent widespread adoption.
Demand for our products is uncertain and
depends on our currently unproven ability to create and maintain superior performance.
Our future operating results will depend upon
our ability to provide our products or services and to operate profitably in an industry characterized by intense competition, rapid technological
advances, and low margins. This, in turn, will depend on several factors, including:
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Our ability to generate significant sales and profit margin from the Ubiquitor device; |
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Worldwide market conditions and demand for sensor devices and other products we may continue to add as we move forward; |
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Our success in meeting targeted availability dates for our products and services; |
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Our ability to develop and commercialize new intellectual property and to protect existing intellectual property; |
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Our ability to maintain profitable relationships with our distributors, retailers and other resellers; |
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Our ability to maintain an appropriate cost structure; |
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Our ability to attract and retain competent, motivated employees; |
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Our ability to comply with applicable legal requirements throughout the world; and |
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Our ability to successfully manage litigation, including enforcing our rights, protecting our interests, and defending claims made against us. |
These factors are difficult to manage, satisfy
and influence and we cannot provide any assurance that we will be able to generate significant demand for and sales of our products.
The Ubiquitor device could fail to gain
traction in the marketplace for several reasons that would adversely impact our financial results and cause our investors to lose money.
Future rollout of the Ubiquitor entail numerous risks such as:
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Any lack of market acceptance of the Ubiquitor; |
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Failure to maintain acceptable arrangements with product suppliers, particularly considering lower than anticipated volumes; |
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Manufacturing, technical, supplier, or quality-related delays, issues, or concerns, including the loss of any key supplier or failure of any key supplier to deliver high quality products on time; |
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Potential declines in demand for sensor devices; and |
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Risks that third parties may assert intellectual property claims against our products. |
To compete successfully, we must accurately forecast
demand, closely monitor inventory levels, secure quality products, continuously drive down costs, meet aggressive product price and performance
targets, create market demand for our brand and hold sufficient, but not excess, inventory.
Our Ubiquitor device greatly depends on
the growth and adoption of the IoT market, and other next-generation internet and smartphone-based applications.
The Internet may ultimately prove not to be a viable commercial marketplace
for IoT applications for several reasons, including:
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unwillingness of consumers to shift to and use other such next-generation Internet-based, smartphone-assisted applications; |
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refusal to purchase our products and services; |
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perception by end-users with respect to the quality of our wireless sensors in an industry historically dominated by wired sensors; |
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inadequate development of smartphone infrastructure to keep pace with increased levels of use; and |
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increased government regulations in a relatively unregulated marketplace. |
There is a risk that the market will not
adapt to using the smartphone readout as a substitute platform for sensor devices, causing our products to fail in the marketplace.
Most products on the small sensor device market
do not currently use smartphones to collect and analyze sensor data. There is no guarantee that using smartphone technology will cut production
costs and be well received. If our USIP using smartphone technology is not well received, there is a risk that device manufacturers will
develop new monitoring and operating components that are incompatible with our current platform instead of developing the traditional
sensors that are compatible with our technology. Updating our platform to stay compatible with new components could increase our costs
unexpectedly.
Using wireless transmission technologies
such as Wi-Fi and Bluetooth may create security risks.
There is also a risk of failure based on the wireless
transmission of data used by our smartphone platform. If there is instability in a wireless network, Bluetooth sensor, or other network
problems that are out of our control, our new platform may not be well received. Our smartphone platform relies on the wireless transmission
of data through Wi-Fi networks and Bluetooth sensors. These networks are often deemed less secure than a hard-wired network. The security
of a wireless network is often out of our control. However, any breach of security could result in the market and sensor device manufacturers
to fail to embrace our platform.
Our business involves the use, transmission
and storage of confidential information, and the failure to properly safeguard such information could result in significant reputational
harm.
We may at times collect, store, and transmit information
of, or on behalf of, our clients that may include certain types of confidential information that may be considered personal or sensitive,
and that are subject to laws that apply to data breaches. We believe that we take reasonable steps to protect the security, integrity,
and confidentiality of the information we collect and store, but there is no guarantee that inadvertent or unauthorized disclosure will
not occur or that third parties will not gain unauthorized access to this information despite our efforts to protect this information,
including through a cyber-attack that circumvents existing security measures and compromises the data that we store. If such unauthorized
disclosure or access does occur, we may be required to notify persons whose information was disclosed or accessed. Most states have enacted
data breach notification laws and, in addition to federal laws that apply to certain types of information, such as financial information,
federal legislation has been proposed that would establish broader federal obligations with respect to data breaches. We may also be subject
to claims of breach of contract for such unauthorized disclosure or access, investigation and penalties by regulatory authorities and
potential claims by persons whose information was disclosed. The unauthorized disclosure of information, or a cyber-security incident
involving data that we store, may result in the termination of one or more of our commercial relationships or a reduction in client confidence
and usage of our services. We may also be subject to litigation alleging the improper use, transmission, or storage of confidential information,
which could damage our reputation among our current and potential clients and cause us to lose business and revenue.
Product liability associated with the production,
marketing, and sale of our products, and/or the expense of defending against claims of product liability, could materially deplete our
assets and generate negative publicity which could impair our reputation.
The production, marketing and sale of digital
products have inherent risks of liability in the event of product failure or claim of harm caused by product operation. Furthermore, even
meritless claims of product liability may be costly to defend against. We do not currently have product liability insurance for our products.
We may not be able to obtain this insurance on acceptable terms or at all. Because we may not be able to obtain insurance that provides
us with adequate protection against all or even some potential product liability claims, a successful claim against us could materially
deplete our assets. Moreover, even if we can obtain adequate insurance, any claim against us could generate negative publicity, which
could impair our reputation and adversely affect the demand for our products, our ability to generate sales and our profitability. For
the products we sell through Hydrofarm, we also do not carry product liability insurance. It is our management’s position that these
handheld battery-operated products do not carry substantial product liability risk and to the extent there are any product liability risks,
such risks are born by Hydrofarm, who does carry product liability insurance coverage for the products we provide to them, and they sell
to their customers. However, it is possible that we could face liability in a products liability lawsuit for manufacturing defects or
defective design since we design or manufacture the products sold by Hydrofarm.
Some of the agreements that we may enter with
manufacturers or distributors of our products and components of our products may require us:
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to obtain product liability insurance; or |
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to indemnify manufacturers against liabilities resulting from the sale of our products. |
If we are not able to obtain and maintain adequate
product liability insurance, then we could be in breach of these agreements, which could materially adversely affect our ability to produce
our products and generate revenues. Even if we can obtain and maintain product liability insurance, if a successful claim in excess of
our insurance coverage is made, then we may have to indemnify some or all of our manufacturers or distributors for their losses, which
could materially deplete our assets.
We may not be able to identify suitable
acquisition targets or otherwise successfully implement a growth strategy reliant on mergers and acquisitions.
To expand our business, we hope to pursue mergers
and acquisitions to acquire new or complementary businesses, services or technologies. We expect to continue evaluating potential strategic
acquisitions of businesses, services, and technologies. However, we may not be able to identify suitable candidates, negotiate appropriate
or favorable acquisition terms, obtain financing that may be needed to consummate such transactions or complete proposed acquisitions.
Any such future mergers and acquisitions would be accompanied by the risks commonly encountered in acquisitions of companies, including,
among other things, the difficulty of integrating the operations and personnel of the acquired companies; the potential disruption of
the Company’s ongoing business; the inability of management to incorporate successfully acquired technology and rights into the
Company’s services and product offerings; additional expense associated with amortization of acquired intangible assets; the maintenance
of uniform standards, controls, procedures and policies; and the potential impairment of relationships with employees, customers and strategic
partners.
Our growth strategy includes licensing our intellectual property,
and we run the risk that a licensee could become a competitor.
As part of our growth strategy, we anticipate
licensing our intellectual property. Licensing our intellectual property could potentially damage our business if a licensee becomes a
competitor, especially once the statutory rights to our intellectual property have expired or the licensing arrangement with a licensee
has terminated. A licensee could develop modifications of our intellectual property and choose to compete with us in the marketplace.
Litigation may be necessary to protect our rights to our intellectual property. Even if we are successful, litigation could result in
substantial costs and be a distraction to our management team. If we are not successful, we could lose valuable intellectual property
rights.
Product defects could result in costly fixes,
litigation, and damages.
Our business exposes us to potential product liability
risks that are inherent in the design, manufacture, and sale of our products. If there are claims related to defective products (under
warranty or otherwise), particularly in a product recall situation, we could be faced with significant expenses in replacing or repairing
the product. For example, our filtration products or Ubiquitor devices obtain raw materials, machined parts and other product components
from suppliers who provide certifications of quality which we rely on. Should these product components be defective and pass undetected
into finished products, or should a finished product contain a defect, we could incur significant costs for repairs, re-work and/or removal
and replacement of the defective product. In addition, if a dispute over product claims cannot be settled, arbitration or litigation may
result, requiring us to incur attorneys’ fees and exposing us to the potential of damage awards against us.
Only two officers have public company experience
on our management team which could adversely impact our ability to comply with the reporting requirements of U.S. securities laws.
Amongst our officers, only Dr. Desheng Wang, our
CEO, and Irving Kau, our CFO, have public company experience. Our CEO and CFO are ultimately responsible for complying with federal securities
laws and making required disclosures on a timely basis. Any such deficiencies, weaknesses or lack of compliance could have a materially
adverse effect on our ability to comply with the reporting requirements of the Securities Exchange Act of 1934, as amended, which is necessary
to maintain our public company status. If we were to fail to fulfill those obligations, our ability to continue as a U.S. public company
would be in jeopardy in which event you could lose your entire investment in our Company.
Some of our officers, directors, consultants,
and advisors are involved in other businesses and not obligated to commit their time and attention exclusively to our business and therefore
they may encounter conflicts of interest with respect to the allocation of time and business opportunities between our operations and
those of other businesses.
Another example of a conflict of interest are
so called “self-dealing” transactions. If a conflict-of-interest transaction is negotiated and approved, in a manner that
approximates arms-length negotiations, the transaction is accepted unless a shareholder proves in court that the transaction is not entirely
fair to the company or its shareholders. The burden is on the shareholder to show lack of entire fairness. A self-dealing transaction
is considered invalid if challenged, unless the interested director proves in court that the transaction is entirely fair to the Company.
The burden is on the director to show entire fairness.
If, because of these conflicts, we may be deprived
of business opportunities or information, the execution of our business plan and our ability to effectively compete in the marketplace
may be adversely affected. If our audit committee becomes aware of such conflict of interests, we will take an immediate action to resolve
it. Each conflict of interest will be handled by the Company based on the nature of the conflict and the individual involved in it.
We are not aware of any current or potential conflict of interests
with our consultants or advisors.
We have concluded that we have not maintained
effective internal control over financial reporting through the years ended December 31, 2022, and December 31, 2021. Significant deficiencies
and material weaknesses in our internal control could have material adverse effects on us.
It is important for us to maintain effective internal
control over financial reporting, which is a process designed to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may deteriorate.
A material weakness is a deficiency, or combination
of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement
of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.
A material weakness in our internal control over
financial reporting could adversely impact our ability to provide timely and accurate financial information. If we are unsuccessful in
implementing or following our remediation plan, we may not be able to timely or accurately report our financial condition, results of
operations or cash flows or maintain effective disclosure controls and procedures. If we are unable to report financial information timely
and accurately or to maintain effective disclosure controls and procedures, we could be subject to, among other things, regulatory or
enforcement actions by the SEC, any one of which could adversely affect our business prospects.
Our executive officers and directors collectively
have the power to control our management and operations and have a significant majority in voting power on all matters submitted to the
stockholders of the Company.
Our CEO and one of our directors, Dr. Desheng
Wang, owns 33.345% of the outstanding shares of our common stock as of the date of this report. Two of our directors together own over
50% of the outstanding shares of our common stock. Accordingly, our directors have a significant influence in determining the outcome
of all corporate transactions or other matters, including mergers, consolidations, and the sale of all or substantially all of our assets.
They also have the power to prevent or cause a change in control. The interests of our directors may differ from the interests of the
other stockholders and thus result in corporate decisions that are disadvantageous to other shareholders.
Management currently beneficially owns most of
our outstanding common stock. Consequently, management can influence control of the operations of the Company and, acting together, will
have the ability to influence or control substantially all matters submitted to stockholders for approval, including:
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Election of our board of directors; |
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Amendment to the Company’s Articles of Incorporation or Bylaws; and |
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Adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination. |
These stockholders have complete control over
our affairs. Accordingly, this concentration of ownership by itself may have the effect of impeding a merger, consolidation, takeover
or other business consolidation, or discouraging a potential acquirer from making a tender offer for the common stock.
If we fail to maintain an effective system
of internal control over financial reporting, we may not be able to accurately report our financial results. As a result, current and
potential shareholders could lose confidence in our financial reporting, which would harm our business and the trading price of our stock.
Members of our Board of Directors are inexperienced
with U.S. GAAP and the related internal control procedures required of U.S. public companies. Management has determined that our internal
audit function is also significantly deficient due to insufficient qualified resources to perform internal audit functions.
We are a smaller reporting company with limited
resources. Therefore, we cannot assure investors that we will be able to maintain effective internal controls over financial reporting
based on criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated
Framework. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that
there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not
be prevented or detected on a timely basis. The Company has deficiencies over financial statements in areas of recording revenue and expenses
in proper cut off as well as proper classification of accounts. For these reasons, we are considering the costs and benefits associated
with improving and documenting our disclosure controls and procedures and internal controls and procedures, which includes (i) hiring
additional personnel with sufficient U.S. GAAP experience and (ii) implementing ongoing training in U.S. GAAP requirements for our CFO
and accounting and other finance personnel. If the result of these efforts are not successful, or if material weaknesses are identified
in our internal control over financial reporting, our management will be unable to report favorably as to the effectiveness of our internal
control over financial reporting and/or our disclosure controls and procedures, and we could be required to further implement expensive
and time-consuming remedial measures and potentially lose investor confidence in the accuracy and completeness of our financial reports
which could have an adverse effect on our stock price and potentially subject us to litigation.
The requirements of being a public company
may strain our resources and distract our management.
We are required to comply with various regulatory
and reporting requirements, including those required by the Securities and Exchange Commission. Complying with these reporting and other
regulatory requirements is time-consuming and may result in increased costs to us and could have a negative effect on our business, results
of operations and financial condition.
As a public company, we are subject to the reporting
requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and requirements of the Sarbanes-Oxley Act of 2002,
as amended, or SOX. These requirements may place a strain on our systems and resources. The Exchange Act requires that we file annual,
quarterly, and current reports with respect to our business and financial condition. SOX requires that we maintain effective disclosure
controls and procedures and internal controls over financial reporting. Compliance with these rules and regulations will increase our
legal and financial compliance costs, make some activities more difficult, time-consuming, or costly and increase demand on our systems
and resources.
These activities may divert management’s
attention from other business concerns, which could have a material adverse effect on our business and results of operations.
In addition, changing laws, regulations and standards
relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance
costs, and making some activities more time consuming. These laws, regulations and standards are subject to varying interpretations, in
many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided
by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated
by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and
standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time
and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards
differ from the activities intended by regulatory or governing bodies due to ambiguities related to practice, regulatory authorities may
initiate legal proceedings against us and our business may be harmed.
We also expect that being a public company and
these new rules and regulations will make it more expensive for us to obtain director and officer liability insurance, and we may be required
to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for
us to attract and retain qualified members of our Board of Directors, particularly to serve on our audit committee and compensation committee,
and qualified executive officers.
Risks Related to the Ownership of our Common
Stock
Our shares may be affected by short selling
practices which may decrease the stock price.
The Company believes that certain individuals
and/or companies may have engaged in manipulative and/or suspected illegal trading practices that may artificially depress our share price.
There is great concern in today’s market environment regarding the potential targeting of publicly traded companies in a market
manipulation scheme involving illegal naked short selling of stock. The Company finds such suspected manipulation completely unacceptable
as it distorts the value of the Company and negatively impacts shareholders who have invested their hard-earned money. We are considering
engaging third party service providers to further investigate these practices by aggregating and analyzing repository data from reporting
entities, broker-dealers and shareholders enabling us to proactively track shareholder ownership, identify parties involved in suspicious,
aberrant, or unusual trading activity and deploy corrective action steps to help curtail such activity.
The SEC and other regulatory and self-regulatory
authorities have implemented various rules and taken certain actions, and may in the future adopt additional rules, and take other actions,
that may impact those engaging in short selling activity involving equity securities (including our common stock). Such rules and actions
include Rule 201 of SEC Regulation SHO, the adoption by the Financial Industry Regulatory Authority, Inc. and the national securities
exchanges of a “Limit Up-Limit Down” program, the imposition of market-wide circuit breakers that halt trading of securities
for certain periods following specific market declines, and the implementation of certain regulatory reforms required by the Dodd-Frank
Wall Street Reform and Consumer Protection Act of 2010. Any governmental or regulatory action that restricts the ability of investors
to effect short sales of our common stock, borrow our common stock or enter into swaps on our common stock could adversely affect the
trading price and liquidity of our shares.
An increase of free trading shares of our
common stock could result in substantial sales of common stock on the open market which could cause our stock price to fall substantially.
In 2018, we registered 19,904,706 shares of our
common stock for more than 300 shareholders, which is substantially more than the 18,018,039 shares of common stock that are currently
free trading. Any increase in freely trading shares, or the perception that such shares will or could come onto the market could have
an adverse effect on the trading price of the stock. No prediction can be made as to the effect, if any, that sales of these shares, or
the availability of such shares for sale, will have on the market prices prevailing from time to time. Nevertheless, the possibility that
substantial amounts of common stock may be sold in the public market may adversely affect prevailing market prices for our common stock
and could impair our ability to raise capital through the sale of our equity securities or impair our shareholders’ ability to sell
on the open market.
You could be diluted from our future issuance
of capital stock and derivative securities.
As of December 31, 2022, we had 43,530,915 shares
of common stock outstanding and no shares of preferred stock outstanding. We are authorized to issue up to 75,000,000 shares of common
stock and no shares of preferred stock. To the extent of such authorization, our Board of Directors will have the ability, without seeking
stockholder approval, to issue additional shares of common stock or preferred stock in the future for such consideration as the Board
of Directors may consider sufficient. The issuance of additional common stock or preferred stock in the future may reduce a shareholder’s
proportionate ownership and voting power.
Substantial future sales of our common stock, or the perception
in the public markets that these sales may occur, may depress our stock price.
Sales of substantial shares of our common stock
in the public market, or the perception that these sales could occur, could adversely affect the price of our common stock and could impair
our ability to raise capital through the sale of additional shares.
In the future, we may issue our securities if
we need to raise capital in connection with a capital raise or acquisitions. The number of shares of our common stock issued in connection
with a capital raise or acquisition could constitute a material portion of our then-outstanding shares of our common stock and have a
dilutive effect on our shareholders which could have a material negative effect on our stock price.
Future sales of our common stock by existing
stockholders could cause our stock price to decline.
If our existing stockholders sell substantial shares
of our common stock in the public market, then the market price of our common stock could decrease significantly. The perception in the
public market that our stockholders might sell shares of common stock also could depress the market price of our common stock. There are
approximately 43,229,653 shares of our common stock outstanding as of March 22, 2023, of which approximately 17,946,923 shares are currently
freely tradable.
Certain existing holders of most of our common
stock have rights, subject to certain conditions, to require us to file registration statements covering their shares or to include their
shares in registration statements that we may file for ourselves or other shareholders. If the sale of these shares are registered, they
will be freely tradable without restriction under the Securities Act. In the event such registration rights are exercised and many shares
of common stock are sold in the public market, such sales could reduce the trading price of our common stock.
A decline in the price of shares of our common
stock might impede our ability to raise capital through the issuance of additional shares of our common stock or other equity securities.
We do not intend to pay dividends and there will be less ways
in which you can make a gain on any investment in Focus Universal Inc.
We have never paid any cash dividends and currently
do not intend to pay any dividends for the foreseeable future. To the extent that we require additional funding currently not provided
for in our financing plan, our funding sources may likely prohibit the payment of a dividend. Because we do not intend to declare dividends,
any gain on an investment in Focus Universal Inc. will need to come through appreciation of the stock’s price.
Sales of a substantial number of shares
of our common stock in the public market by certain of our shareholders could cause our stock price to fall.
Sales of a substantial number of shares of our
common stock in the public market, or the perception that these sales might occur, could depress the market price of our common stock,
and could impair our ability to raise capital through the sale of additional equity securities. We are unable to predict the effect that
sales may have on the prevailing market price of shares of our common stock.
An active trading market for our common
stock may not be maintained.
Our common stock is currently listed on the Nasdaq
Global Market under the symbol “FCUV,” but we can provide no assurance that we will be able to maintain an active trading
market on this or any other exchange in the future. A lack of an active market may impair the ability of our stockholders to sell shares
at the time they wish to sell or at a price that they consider favorable. The lack of an active market may also reduce the fair market
value of our common stock, impair our ability to raise capital by selling shares of capital stock and may impair our ability to use common
stock as consideration to attract and retain talent or engage in business transactions (including mergers and acquisitions). In 2021,
our common stock was listed on the Nasdaq Capital Market. Our stock was uplisted onto the Nasdaq Global Market on January 28, 2022.
Our shares of common stock are only recently
listed on NASDAQ, and we may not be able to maintain the continued listing standards.
NASDAQ requires companies to fulfill specific
requirements in order for their shares to continue to be listed. There is no guarantee that our common stock will maintain NASDAQ continued
listing standards and we may be delisted. If our common stock is delisted from NASDAQ, our shareholders could find it difficult to sell
their common stock.
If the shares of our common stock were to be delisted
from NASDAQ, we expect that it would be traded on the OTCQB or OTCQX marketplaces, which are unorganized, inter-dealer, over-the-counter
markets that provide significantly less liquidity than NASDAQ or other national securities exchanges. Thus, a delisting from NASDAQ may
have a material adverse effect on the trading and price of our common stock.
If we are unable to maintain compliance
with NASDAQ continued listing standards, including maintenance of at least $2.5 million of stockholders’ equity and maintenance
of a $1.00 minimum bid price, our common stock may be delisted from NASDAQ.
There can be no assurances that we will be able
to maintain our NASDAQ listing in the future. In the event we are unable to maintain compliance with NASDAQ continued listing standards
and our common stock is delisted from NASDAQ, it could likely lead to a number of negative implications, including an adverse effect on
the price of our common stock, reduced liquidity in our common stock, the loss of federal preemption of state securities laws and greater
difficulty in obtaining financing. In the event of a delisting, we would take actions to restore our compliance with NASDAQ’s continued
listing standards, but we can provide no assurance that any such action taken by us would allow our common stock to become listed again,
stabilize the market price or improve the liquidity of our common stock, prevent our common stock from dropping below the NASDAQ minimum
bid price requirement or prevent future non-compliance with NASDAQ’s continued listing requirements.
Risks Related to Our Acquisition of AVX
If we are unable to manage our anticipated
post-acquisition growth effectively, our business could be adversely affected.
We anticipate that because of the significant
expansion of our operations and addition of operating subsidiaries, new personnel may be required in all areas of our operations to continue
to implement our post-acquisition business plan. Our future operating results depend to a large extent on our ability to manage this expansion
and growth successfully. For us to continue to manage such growth, we must put in place legal and accounting systems and implement human
resource management and other tools. We have taken preliminary steps to put this structure in place. However, there is no assurance that
we will be able to successfully manage this anticipated rapid growth. A failure to manage our growth effectively could materially and
adversely affect our profitability.
Increasing competition within our industry
could have an impact on our business prospects.
The IoT market is a growing industry where new
competitors are entering the market frequently. These competing companies may have significantly greater financial and other resources
than we have and may have been developing their products and services longer than we have been developing ours. Although our portfolio
of products and related revenue stream sources are broad, increasing competition may have a negative impact on our profit margins.
The success of our smart home installation
business will depend upon the efforts of management of our subsidiary AVX.
We can offer no assurance that we will be able
to retain or effectively recruit new additional personnel. The departure of any key members of AVX’s management team could make
it more difficult to operate AVX. Moreover, to the extent that we will rely upon their management team to operate AVX, we will be subject
to risks regarding their managerial competence. Accordingly, we cannot assure you that our assessment of these individuals will prove
to be correct and that they will have the skills, abilities, and qualifications we expect.
If we are unable to integrate the Ubiquitor
device into the smart home installation business, we may not be able to distinguish ourselves in the segment and that could negatively
affect our ability to operate in the competitive smart home installation industry.
The smart home installation business is a highly
competitive market, and we have numerous competitors who are already well-established in the market. We expect our competitors to continue
improving the design and performance of their products and to introduce new products that could be competitive in both price and performance.
The reason we believe that we could become competitive in this market segment is because we anticipate integrating the Ubiquitor device
into AVX’s smart home installations. However, there is no guarantee that we can integrate the Ubiquitor device into AVX’s
smart home installations. If we are unable to integrate the Ubiquitor device into smart home installations, we will not be able to achieve
the competitive price and performance we anticipate achieving success in AVX’s future smart home installations. Alternatively, we
may not be able to achieve a smart home installation at a cost-effective price that is sufficient to distinguish us from amongst the competition
in this market segment.