Christopher
A. Wilson
Partner
CWilson@securitieslegal.com
Licensed
in California
William
L. Horn
Partner
William@securitieslegal.com
Licensed
in California
Ashley
L. Duran
Of
Counsel
ADuran@securitieslegal.com
Licensed
in the District of Columbia |
www.securitieslegal.com |
Gilbert
J. Bradshaw
Partner
Gil@securitieslegal.com
Licensed
in New York
Monique
Saugstad
Of
Counsel
monique@securitieslegal.com
Licensed
in New Jersey
Javiera
P. Salamanca
International
Counsel
Javiera@securitieslegal.com
Licensed
in Chile |
April 26, 2021
U.S. Securities & Exchange Commission
Division of Corporate Finance
100 F. Street NE
Washington, D.C. 20549
Attn: David Gessert and Laura Crotty
Re: Focus Universal Inc. Registration Statement on Form S-1, Filed
February 12, 2021, File No. 333-253049
Dear David Gessert and Laura Crotty:
We are outside counsel to Focus Universal Inc.,
a Nevada corporation (the “Company”), and are addressing and delivering this letter to you on the Company’s behalf.
The Company has revised the Registration Statement filed on Form S-1 (File No. 333-253049) (the “Registration Statement”)
to address each of the staff’s comments (in bold) to the Registration Statement and the Company’s responses thereto. In relation
thereto, the Company is filing with you concurrently with this letter, Amendment No. 2 to the Registration Statement (“Amendment
No. 2”), which contains the revisions made to the Registration Statement pursuant to the Staff’s comments.
Registration Statement on Form S-1 filed February
12, 2021 Cover Page
| 1. | We note your disclosure that your offering of common shares will be “at an assumed offering price
of $4.00 to $6.00 per share.” We further note that you are subject to the reporting requirements of Section 13(a) or 15(d) of the
Exchange Act, as applicable. Accordingly, please revise to state the price of the securities to the public. If you are not able to state
a price, explain the method by which the price is to be determined. Refer to Instruction 2 to Item 501(b)(3) of Regulation S-K for guidance |
We have revised the prospectus cover page to indicate
the methodology by which the price is to be determined, specifically, we wrote the following:
“Focus Universal Inc., a Nevada corporation
(“Focus Universal,” “the Company,” “we,” “us,” and “our,”), is offering 2,000,000
shares of common stock, $0.001 par value per share, on a firm commitment basis. We anticipate a public offering price between $4.00 and
$6.00 per share. We have assumed a public offering price of $5.00 per share, which is the midpoint of the estimated offering price range.
Our common stock is currently quoted on the OTCQB market, operated by OTC Markets Group, under the symbol “FCUV.” On April
26, 2021, the last quoted price of our common stock as reported on the OTCQB was $5.00 per share. This price will fluctuate based on the
demand for our common stock. There is a limited public trading market for our common stock. The final public offering price will be determined
through a negotiation between us and the underwriters in the offering and will take into account the recent market price of our common
stock, the general condition of the securities market at the time of the Offering, the history of, and the prospects for, the industry
in which we compete, and our past and present operations and our prospects for future revenues. The assumed public offering price used
throughout this prospectus may not be indicative of the actual offering price.”
Main
Office: 18818 Teller Avenue, Suite 115, Irvine, CA 92612
New
York Office: 45 Rockefeller Plaza, Suite 200, New York, NY 10111
Tel:
(917) 830-6517 / Fax: (917) 791-8877
Page 2
Item 16. Exhibits
Exhibit 5.1 - Opinion of Wilson Bradshaw LLP,
page II-2
| 2. | We note the opinion of counsel as to the legality of the securities refers to the registration of common
stock “to be offered by the selling stockholders.” We further note that this is a primary offering of common stock by the
company and, based on the disclosure in the prospectus, no shares are being registered for resale by selling stockholders. Please provide
a revised opinion of counsel that clearly refers to the securities being registered, or advise. |
We have revised the opinion of counsel that reflects
a primary offering of common stock by the Company.
Please contact the undersigned if you have further
questions or comments regarding the Registration Statement as amended by pre-effective Amendment No. 2.
Sincerely,
/s/Gilbert J. Bradshaw
Gilbert J. Bradshaw
Managing Partner, Wilson Bradshaw LLP