UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
☒ ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2023
or
☐ TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission file number 333-193087
FOCUS UNIVERSAL
INC.
(Exact name of registrant as specified in its charter)
| Nevada |
|
46-3355876 |
| (State or other jurisdiction of |
|
(I.R.S. Employer Identification No.) |
| Incorporation or organization) |
|
|
| |
|
|
| 2311 East Locust Court, Ontario, CA |
|
91761 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code (626) 272-3883
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| Common Stock, $0.001 par value |
FCUV |
The Nasdaq Stock Market
LLC
(Nasdaq Capital Market) |
Securities registered pursuant to Section 12(g)
of the Act:
Title of each class
None
Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ☒ No ☐
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ |
Accelerated filer ☐ |
| Non-accelerated filer ☒ |
Smaller reporting company ☒ |
| |
Emerging growth company ☐ |
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant
has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report. ☐
If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive- based compensation received by any of the registrant’s
executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
As of the date of this amendment to the Annual
Report on Form 10-K the aggregate market value of shares held by non-affiliates of the registrant (based upon the closing price of such
shares on the Nasdaq Capital Market on November 26, 2024) was $8,873,736.15.
The number of shares outstanding of the registrant’s
common stock, $0.001 par value, outstanding as of November 26, 2024: 72,917,760.
DOCUMENTS INCORPORATED BY REFERENCE
The definitive proxy statement relating to the 2024 Annual Meeting of Stockholders of Focus Universal Inc. is incorporated by reference into this report.
EXPLANATORY NOTE
Focus Universal Inc. (the “Company”)
is filing this Amendment No. 1 on Form 10-K/A (the “Amendment No. 1”) to amend the Company’s Annual Report on Form
10-K for the fiscal year ended December 31, 2023 (the “Original Form 10-K”), originally filed with the Securities and Exchange
Commission (the “SEC”) on April 1, 2024, solely to include Exhibits 23.1 and 23.2 (the “Consents”).
Except as otherwise expressly noted herein,
this Amendment No. 1 does not modify or update in any way the financial position, results of operations, cash flows, or other disclosure
in, or exhibits to, the Original Form 10-K, nor does it reflect events occurring after the filing of the Original Form 10-K. Accordingly,
this Amendment No. 1 should be read in conjunction with the Original Form 10-K.
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), this Amendment No. 1 also contains new certifications pursuant to Sections 302 of the Sarbanes-Oxley
Act of 2002, which are attached hereto as Exhibits 31.1 and 32.1. Because no financial statements have been included in this Amendment
No. 1 and this Amendment No. 1 does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K under the
Exchange Act, paragraphs 3, 4 and 5 of the certifications have been omitted.
Item 9.01 Financial Statements and Exhibits
(d) The following exhibits are being filed herewith:
SIGNATURES
Pursuant to the requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Date: November 27, 2024
| |
FOCUS UNIVERSAL INC. |
| |
|
|
| |
By: |
/s/ Desheng Wang |
| |
|
Desheng Wang |
| |
|
Chief Executive Officer, Secretary, and Director |
Exhibit 23.1
Consent of Weinberg & Company P.A.
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
We consent to the incorporation by reference in
Post-Effective Amendment No. 1 to Registration Statement No. 333-260180 on Form S-3 of our report dated March 31, 2024, relating to the
consolidated financial statements of Focus Universal Inc. appearing in this Annual Report on Form 10-K for the year ended December 31,
2023.
/s/ Weinberg & Company P.A.
Los Angeles, California
November 27, 2024
Exhibit 23.2
Consent of Reliant CPA PC
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
We consent to the incorporation by reference in
Post-Effective Amendment No. 1 to Registration Statement No. 333-260180 on Form S-3 of our report dated March 31, 2023, relating to the
consolidated financial statements of Focus Universal Inc. appearing in the Annual Report on Form 10-K for the year ended December 31,
2022.
/s/ Reliant CPA PC
Newport Beach, California
November 27, 2024
Exhibit 31.1
CERTIFICATION OF PRINCIPAL
EXECUTIVE OFFICER
PURSUANT TO SECTION
302 OF THE
SARBANES-OXLEY ACT
OF 2002
I, Desheng Wang, certify
that:
1. I have reviewed this
amended Annual Report on Form 10-K/A of Focus Universal Inc. for the year ended December 31, 2023; and
2. Based on my knowledge,
this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
| Dated: November 27, 2024 |
By: |
/s/ Desheng Wang |
| |
|
Desheng Wang
Chief Executive Officer
(Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION OF PRINCIPAL
ACCOUNTING OFFICER
PURSUANT TO SECTION
302 OF THE
SARBANES-OXLEY ACT
OF 2002
I, Irving H Kau, certify that:
1. I have reviewed this amended Annual Report
on Form 10-K/A of Focus Universal Inc. for the year ended December 31, 2023; and
2. Based on my knowledge,
this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
| Dated: November 27, 2024 |
By: |
/s/ Irving H Kau |
| |
|
Irving H Kau
Chief Financial Officer
(Principal Financial Officer) |
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