Note 15 – Subsequent Events

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

As of February 7, the Company approved a fifty percent (50%) stock dividend of the Company’s common stock. The Company will issue one share of common stock for every two shares of common stock held. The record date for the stock dividend will be February 23, 2023, and the payment date will be March 23, 2023. The Company’s common stock shares will be traded in accordance with the “due bill” procedures of NASDAQ from February 7, 2023 through March 2, 2023. This means any trades that are executed on the NASDAQ Stock Exchange during this period will be identified to ensure purchasers of the Company’s common stock receive the entitlement to the stock dividend. The Company’s common stock shares are expected to begin trading on a post-stock dividend basis on the NASDAQ Stock Exchange on March 23, 2023.

As of February 13, 2023, the Company granted and vested the second 20% of the restricted shares based on 2022 Award Agreement, which is 34,000 shares with the total fair value of $205,360.

As of February 16, 2023, one of the Company predecessor Director accept the cashless exercise of his entirety grant options to be exercised for 7,238 shares.

As of March 1, 2023, the Company reduced its previously announced at-the-market (ATM) offering from December 12, 20222 from US $25 million to US $1 million.

As of March 8, 2023, the Board of Directors also agreed to include on the Annual Shareholder Meeting ballot the increase of share count from 75,000,000 to 750,000,000. This increase is to facilitate additional stock dividends in the future as needed.

The Company has evaluated other subsequent events through the date these consolidated financial statements were issued and determined that there were no other subsequent events or transactions that require recognition or disclosures in the consolidated financial statements.