UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

x

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

For the quarterly period ended June 30, 2014

 

or

 

 

o

TRANSITION REPORT PURSUANT TO 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
Incorporation or Organization)

 

(I.R.S. Employer
Identification No.)

 

 

 

 8275 S. Eastern Ave., Ste.200-674

Las Vegas, Nevada

 

 

89123

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number including area code: (702) 724-2646

 

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 [X]  No [  ]

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files.  Yes [X]  No [  ]

 

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

 

Large accelerated filer [   ]

 

Accelerated filer [   ]

Non-accelerated filer [   ]

 

Smaller reporting company [X]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). 

Yes [   ]  No [X]

Applicable Only to Corporate Issuers:

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

 Class

 

Outstanding as of August 08, 2014

Common Stock, $0.001 par value

 

6,580,000

 
 

 

 

FOCUS UNIVERSAL INC.

 

TABLE OF CONTENTS

 

 

Page

PART I - FINANCIAL INFORMATION

 

 

 

Item 1. Financial Statements.

F-1

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

16

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

21

Item 4. Controls and Procedures.

21

 

PART II - OTHER INFORMATION

 

 

 

Item 1. Legal Proceedings.

21

Item 1A. Risk Factors.

21

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

21

Item 3. Defaults Upon Senior Securities.

21

Item 4. Mine Safety Disclosures.

21

Item 5. Other Information.

21

Item 6. Exhibits.

21

 

SIGNATURES

22

 

 

 

 

 

 

 

 

2


 

 

PART 1 – FINANCIAL INFORMATION

 

 

ITEM 1.  FINANCIAL STATEMENTS

 

 

 

FOCUS UNIVERSAL INC.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED FINANCIAL STATEMENTS

FOR THE THREE MONTH PERIODS ENDED JUNE 30, 2014 AND 2013,

AND FOR THE PERIOD FROM INCEPTION (DECEMBER 4, 2012) TO JUNE 30, 2014

(Unaudited)

 

 

 

Index to the Financial Statements

 

 

Contents

Page

 

 

Condensed Balance Sheets at June 30, 2014 and  March 31,2014

F-1

 

 

Condensed Statements of Operations for the Three Month Periods Ended June 30, 2014 and 2013 and the Period  from December 4, 2012 (Inception) through  June 30, 2014

F-2

 

 

Condensed Statement of Changes Stockholders’  Deficit for the Period from December 4, 2012 (Inception) through June 30, 2014

F-3

 

 

Condensed Statements of Cash Flows for the Three Month Periods Ended June 30, 2014 and 2013 and the Period  from December 4, 2012 (Inception) through  June 30, 2014

F-4

 

 

Notes to the Condensed Financial Statements

F-5

 

 

 

 

 

 

 

 

3


 

 

 

FOCUS UNIVERSAL INC.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED BALANCE SHEETS

 

 

 

June 30,

March 31,

 

 

2014

2014

 

 

(Unaudited)

(Audited)

ASSETS

Current Assets:

 

 

 

Cash

$                                         5,955

$                                          7,408

 

Accounts receivable

3,200

-

 

Prepaid expenses

179

308

 

 

   Total current assets

                    9,334

                    7,716

 

 

 

 

 

Total Assets

$                                         9,334

$                                          7,716

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities:

 

 

 

Accounts payable and accrued liabilities

$                                          8,075

$                                        17,170

 

Accounts payable - related parties

                    9,400

                    6,400

 

 

   Total current liabilities

                  17,475

                  23,570

 

 

 

 

 

Total Liabilities

                  17,475

                  23,570

 

 

 

 

Commitments and Contingencies

 

 

 

 

 

 

Stockholders' Deficit:

 

 

 

Common stock, par value $0.001 per share, 75,000,000 shares authorized; 6,580,000, and 4,000,000 shares

issued  and outstanding as of June 30, 2014 and March 31, 2014, respectively

                    6,580

                    4,000

 

Common stock subscription

-

3,000

 

Additional paid-in capital

29,670

-

 

Deficit accumulated during the development stage

                 (44,391)

                 (22,854)

 

 

   Total stockholders' deficit

                   (8,141)

                 (15,854)

 

 

 

 

 

Total Liabilities and Stockholder’s  Deficit

  $                                           9,334

$                                          7,716

 

 

 

 

 

See Accompanying Notes to Condensed Unaudited Financial Statements

 

F-1

 


 

 

 

FOCUS UNIVERSAL INC.

CONDENSED STATEMENTS OF OPERATIONS

(A DEVELOPMENT STAGE COMPANY)

 

Three Months

Ended

June 30,

2014

(Unaudited)

Three Months

Ended

June 30,

2013

(Unaudited)

Cumulative

From Inception

(December 4, 2012)

Through June 30,

2014

(Unaudited)

 

 

 

 

Revenue

$                         6,700

$                               -

$                             22,600

Cost of revenue

               5,000

                      -

                                   10,000

Gross profit

               1,700

                     -

                                   12,600

 

 

 

 

Operating Expenses:

 

 

 

 

Compensation - officers

               3,000

                     -

               9,400

 

General and administrative

             16,737

                     -

             30,541

 

Professional fees

               3,500

                      -

             17,050

 

12,470

Total operating expenses

             23,237

                     -

             56,991

 

 

 

 

 

 

Income (Loss) from Operations

           (21,537)

                      -

           (44,391)

 

 

 

 

Income tax provision

                     -

                     -

                     -

 

 

 

 

Net Loss

$                   (21,537)

$                               -

$                          (44,391)

 

 

 

 

Net Loss Per Common Share:

 

 

 

 

Net loss per common share - Basic and Diluted

$                     (0.00)*

  $                         -  **

 

Weighted Average Number of Common Shares

 

 

 

 

Outstanding - Basic and Diluted

        6,321,758

 -  **

 

 

 “ * denotes a loss of less than $(0.01) per share

 

**- No shares of common stock were issued and outstanding during this period.

 

 

See Accompanying Notes to Condensed Unaudited Financial Statements

 

F-2

 


 

 

 

FOCUS UNIVERSAL INC.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE PERIOD FROM INCEPTION (DECEMBER 4, 2012)

THROUGH JUNE 30, 2014

 

Description

Common stock

Common

Stock

Subscription

Additional

Paid-In

Capital

Deficit

Accumulated

During

Development

Stage

Total

Shares

Amount

 

 

 

 

 

 

 

Balance at Inception (December 4, 2012) – (Audited)

                  -

$                           -

$                                 -

$                                  -

 $                                  -

$                                 -

 

 

 

 

 

 

 

Net loss for the period

                  -

                -

                     -

                     -

             (2,348)

             (2,348)

Balance – March 31, 2013 – (Audited)

                  -

                -

                     -

                     -

             (2,348)

             (2,348)

 

 

 

 

 

 

 

Common stock issued for cash at $0.001 per share

4,000,000

4,000

                     -

                     -

                     -

              4,000

Common stock subscription at $0.0125 per share

 

 

3,000

                     -

 

3,000

Net loss for the year

-

                -

                     -

                     -

           (20,506)

           (20,506)

Balance – March 31, 2014 – (Audited)

4,000,000

4,000

              3,000

                     -

           (22,854)

           (15,854)

 

 

 

 

 

 

 

Common stock issued for cash at $0.0125 per share

2,580,000

2,580

                      -

            29,670

                     -

            32,250

Common stock subscription at $0.0125 per share

 

 

(3,000)

                     -

 

(3,000)

Net loss for the period

                  -

                -

                     -

                     -

         (21,537)

           (21,537)

Balance – June 30, 2014 – (Unaudited)

6,580,000

$                    6,580

$                                 -

$                        29,670

$                     (44,391)

$                       (8,141)

 

 

 

 

 

 

 

 

 

See Accompanying Notes to Condensed Unaudited Financial Statements

 

F-3


 

 

FOCUS UNIVERSAL INC.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENTS OF CASH FLOWS

 

 

Three Months

Ended

June 30,

2014

(Unaudited)

Three Months

Ended

June 30,

2013

(Unaudited)

Cumulative

From Inception

(December 4, 2012)

Through June 30,

2014

(Unaudited)

Operating Activities:

 

 

 

 

Net Loss

$                  (21,537)

$                               -

$                        (44,391)

 

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

 

Changes in Operating Assets and Liabilities-

 

 

 

 

 

Accounts receivable

(3,200)

-

(3,200)

 

 

Prepaid expenses

129

-

(179)

 

 

Accounts payable and accrued liabilities

           (9,095)

                   -

            8,075

 

 

   Accounts payable - related party

            3,000

                  -

            9,400

Net Cash Used in Operating Activities

         (30,703)

                  -

(30,295)

 

 

 

 

Investing  Activities:

 

 

 

Net Cash Generated by (Used in) Investing Activities

-

-

-

 

 

 

 

Financing Activities:

 

 

 

 

Proceeds from sale of common stock

29,250

-

36,250

 

 

 

 

 

Net Cash Provided by Financing Activities

          29,250

                   -

          36,250

 

 

 

 

Net Change in Cash

          ( 1,453)

                  -

            5,955

Cash - Beginning of Period

                     7,408

                                -

                                -

Cash - End of Period

$                        5,955

$                                -

$                             5,955

 

 

 

 

 

Cash paid during the period for:

 

 

 

 

 

Interest

$                                -

$                                -

$                                     -

 

 

Income tax paid

$                                -

$                                -

$                                     -

 

 

 

 

 

 

See Accompanying Notes to Condensed Unaudited Financial Statements

 

 

F-4

 


 

FOCUS UNIVERSAL INC.

(A DEVELOPMENT STAGE COMPANY)

FOR THE THREE MONTH PERIODS ENDED JUNE 30, 2014 AND 2013,

AND FOR THE PERIOD FROM INCEPTION (DECEMBER 4, 2012) TO JUNE 30, 2014

 

NOTES TO THE CONDENSED UNAUDITED FINANCIAL STATEMENTS

 

 

Note 1 – Organization and Operations

 

Focus Universal Inc. (the “Company”) was incorporated under the laws of the State of Nevada on December 4, 2012 (“Inception”).  Focus Universal Inc. offers a full range of web services, including web marketing services, social and viral marketing campaigns, search engine optimization consulting, custom web design, website usability consulting and web analytics implementation.

 

Note 2 – Summary of Significant Accounting Policies

 

Basis of Presentation – Unaudited Interim Financial Information

 

The accompanying unaudited interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) to Form 10-Q and Article 8 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements.  The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented.  Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These unaudited interim consolidated financial statements should be read in conjunction with the financial statements of the Company for the year ended March 31, 2014 and notes thereto contained in the information as part of the Company’s Annual Report on the Form 10-K, which was filed with the Securities and Exchange Commission on June 30, 2014.

 

Development Stage Company

 

The Company is a development stage company as defined by section 915-10-20 of the FASB Accounting Standards Codification.  Although the Company has recognized nominal amounts of revenue, it is still devoting substantially all of its efforts on establishing the business. Among the additional disclosures required as a development stage company are that our financial statements were identified as those of a development stage company, and that the statements of operations, stockholders’ deficit and cash flows disclosed activity since the date of our inception (December 4, 2012) as a development stage company All losses accumulated since Inception (December 4, 2012) have been considered as part of the Company’s development stage activities. Effective June 10, 2014 FASB changed its regulations with respect to Development Stage Entities and these additional disclosures are no longer required for annual reporting periods beginning after December 15, 2014 with the option for entities to early adopt these new provisions. The Company has not elected to early adopt these provisions and consequently these additional disclosures are included in these financial statements.

 

Use of Estimates and Assumptions

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

 

The Company’s significant estimates and assumptions include the fair value of financial instruments; income tax rate, income tax provision and valuation allowance of deferred tax assets; and the assumption that the Company will continue as a going concern.  Those significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.

 

 

F-5

 


 

FOCUS UNIVERSAL INC.

(A DEVELOPMENT STAGE COMPANY)

FOR THE THREE MONTH PERIODS ENDED JUNE 30, 2014 AND 2013,

AND FOR THE PERIOD FROM INCEPTION (DECEMBER 4, 2012) TO JUNE 30, 2014

 

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

 

Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

 

Management regularly reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates.

 

Fair Value of Financial Instruments

 

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. 

 

To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels.  The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.  The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

 

Level 1

 

Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Level 2

 

Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Level 3

 

Pricing inputs that are generally observable inputs and not corroborated by market data.

 

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

 

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.  If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

 

The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses, accounts payable and accrued expenses, approximate their fair value because of the short maturity of those instruments. 

 

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

 

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

 

Cash Equivalents

 

The Company considers all highly liquid investments with a maturity of three months or less to be cash and cash equivalents.

 

F-6

 


 

FOCUS UNIVERSAL INC.

(A DEVELOPMENT STAGE COMPANY)

FOR THE THREE MONTH PERIODS ENDED JUNE 30, 2014 AND 2013,

AND FOR THE PERIOD FROM INCEPTION (DECEMBER 4, 2012) TO JUNE 30, 2014

 

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

 

Related Parties

 

The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.

 

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

 

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

 

Commitments and Contingencies

 

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

 

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

 

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

 

F-7

 


 

FOCUS UNIVERSAL INC.

(A DEVELOPMENT STAGE COMPANY)

FOR THE THREE MONTH PERIODS ENDED JUNE 30, 2014 AND 2013,

AND FOR THE PERIOD FROM INCEPTION (DECEMBER 4, 2012) TO JUNE 30, 2014

 

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

 

Revenue Recognition

 

The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition.  The Company recognizes revenue when it is realized or realizable and earned.  The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.

 

The Company derives its revenues from sales contracts with its customer with revenues being generated upon rendering of services.  Persuasive evidence of an arrangement is demonstrated via invoice; service is considered provided when the service is delivered to the customers; and the sales price to the customer is fixed upon acceptance of the purchase order and there is no separate sales rebate, discount, or volume incentive.

 

Income Tax Provision

 

The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. 

 

Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.  Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date.

 

The Company adopted the provisions of paragraph 740-10-25-13 of the FASB Accounting Standards Codification. Paragraph 740-10-25-13 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements.  Under paragraph 740-10-25-13, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.  The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement.  Paragraph 740-10-25-13 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.

 

The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary.

 

Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.

 

Uncertain Tax Positions

 

The Company did not take any uncertain tax positions and had no unrecognized tax liabilities or benefits in accordance with the provisions of Section 740-10-25 at June 30, 2014 and March 31, 2014.

 

F-8

 


 

FOCUS UNIVERSAL INC.

(A DEVELOPMENT STAGE COMPANY)

FOR THE THREE MONTH PERIODS ENDED JUNE 30, 2014 AND 2013,

AND FOR THE PERIOD FROM INCEPTION (DECEMBER 4, 2012) TO JUNE 30, 2014

 

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

 

Net Income (Loss) Per Common Share

 

Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification.   Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. 

 

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

 

There were no potentially debt or equity instruments issued and outstanding at any time during the three-month periods ended June 30, 2014 or 2013.

 

Cash Flows Reporting

 

The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments.  The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification.

 

Subsequent Events

 

The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued.  Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.

 

Recently Issued Accounting Pronouncements

 

The Company is in the development stage as defined under the then current Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915-205 “Development-Stage Entities,” and among the additional disclosures required as a development stage company are that our financial statements were identified as those of a development stage company, and that the statements of operations, stockholders’ deficit and cash flows disclosed activity since the date of our inception (December 4, 2012) as a development stage company. Effective June 10, 2014 FASB changed its regulations with respect to Development Stage Entities and these additional disclosures are no longer required for annual reporting periods beginning after December 15, 2014 with the option for entities to early adopt these new provisions. The Company has not elected to early adopt these provisions and consequently these additional disclosures are included in these financial statements.

 

The Company does not believe that other than disclosed above, recently issued, but not yet adopted, accounting pronouncements will have a material impact on its financial position, results of operations or cash flows.

 

F-9

 


 

FOCUS UNIVERSAL INC.

(A DEVELOPMENT STAGE COMPANY)

FOR THE THREE MONTH PERIODS ENDED JUNE 30, 2014 AND 2013,

AND FOR THE PERIOD FROM INCEPTION (DECEMBER 4, 2012) TO JUNE 30, 2014

 

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

 

Note 3 – Going Concern

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

 

As reflected in the accompanying financial statements, the Company had a deficit accumulated during the development stage at June 30, 2014 and March 31, 2014 of $44,391 and $22,854, respectively, and a net loss for the period from December 4, 2012 (Inception) through June 30, 2014 of $44,391. These factors raise substantial doubt about the Company’s ability to continue as a going concern. While the Company is attempting to generate sufficient revenues, the Company’s cash position may not be sufficient enough to support the Company’s daily operations.  Management intends to raise additional funds by way of a public or private offering. 

 

Management believes that the actions presently being taken to further implement its business plan and generate sufficient revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate sufficient revenues and in its ability to raise additional funds, there can be no assurances to that effect.  The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenues.

 

The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary if the Company is unable to continue as a going concern.

 

Note 4 – Related Party Transactions

 

Consulting services from President, Chief Executive Officer, Secretary and Treasurer and Chief Financial Officer

 

Consulting services provided by the President, Chief Executive Officer, Secretary and Treasurer and Chief Financial Officer for the three-month period ended June 30, 2014 and 2013 were as follows:

 

 

 

For the

Three Months

Ended

June 30,

2014

 

For the

Three Months

Ended

June 30,

2013

 

 

 

 

 

 

President, Chief Executive Officer

$

1,500

 

$

-

Chief Financial Officer, Secretary and Treasurer

 

1,500

 

 

-

 

$

3,000

 

$

-

 

Accounts Payable – Related Parties

 

As at June 30, 2014 and March 31, 2014 the Company owed its directors and officers $9,400 and $6,400 respectively. These amounts represent unpaid consulting fees.

 

Note 5 – Stockholders’ Equity

 

Shares authorized

 

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

 

F-10

 


 

FOCUS UNIVERSAL INC.

(A DEVELOPMENT STAGE COMPANY)

FOR THE THREE MONTH PERIODS ENDED JUNE 30, 2014 AND 2013,

AND FOR THE PERIOD FROM INCEPTION (DECEMBER 4, 2012) TO JUNE 30, 2014

 

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

 

Common stock

 

On September 30, 2013, the Company sold 4,000,000 shares of its common stock at par to its directors for $4,000 in cash.

 

During the year ended March 31, 2014, the Company’s Registration Statement on the Form S-1 filed with the Securities and Exchange Commission was declared effective.

As at March 31, 2014 the Company received $3,000 in common stock subscription funds. The Company completed the sale of 2,580,000 shares of common stock at $0.0125 per share for total proceeds of $32,250 during the three months ended June 30, 2014.

Note 6 – Subsequent Events

 

The Company has evaluated all events that occurred after the balance sheet date through the date when the financial statements were issued on August 8, 2014 to determine if they must be reported.  The Management of the Company determined that other than as disclosed above, there were no reportable subsequent events to be disclosed.

 

 

 

 

 

 

 

 

 

 

 

F-11

 

 


 

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

Forward-Looking Statements and Associated Risks.

 

The following discussion should be read in conjunction with the financial statements and the notes to those statements included elsewhere in this Quarterly Report on Form 10-Q. This Quarterly Report on Form 10-Q contains certain statements that are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. Certain statements contained in the MD&A are forward-looking statements that involve risks and uncertainties. The forward-looking statements are not historical facts, but rather are based on current expectations, estimates, assumptions and projections about our industry, business and future financial results. Our actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors, including those discussed in other sections of this Quarterly Report on Form 10-Q.

 

Our Business

 

Focus Universal is an online marketing, advertising and design provider.  We generate our revenue from providing services that include marketing, advertising and website design to small and medium sized businesses. To date, we have focused on providing one-off services, such as development of a fully functioning website or creation of a marketing strategy plan, to small business clients. We plan to expand our service offerings to include subscription-based service packages.

 

Our current services include:

 

Marketing

 

We offer a wide variety of online marketing service to meet our clients’ needs. Our services include: email marketing; search engine optimization; affiliate marketing; pay per click management; content creation; conversion rate optimization and social media marketing.

 

Paid Search Advertising

 

Paid search advertising refers to search engine advertising such as Google AdWords (Yahoo and MSN have similar paid search programs available). Search advertisements are targeted to match key search terms (called keywords) entered on search engines. We help our clients manage their search campaigns by:

 

-       Selecting targeted keywords and monitoring their effectiveness.

-       Creating relevant ad text that is likely to convert leads into new clients.

-       Structuring and optimizing campaigns for better performance and maximum results.

-       Providing monthly client reporting to communicate the strategies we’ve implemented and recommendations for future improvement.

-       Developing and researching possible new avenues of online marketing to build the new client base.

 

Social and Viral Marketing Campaigns

 

We help companies create innovative and interactive online campaigns that build brand awareness.

 

Strategy

 

The foundation of an effective online strategy is based upon an intimate understanding of the offering, the business, and the company’s online objectives. Our strategic consulting services involve in-depth work with our clients to develop a comprehensive plan of action to meet their marketing needs for a specific amount of time. We work with clients to set objectives for each marketing campaign and use analytics to monitor the campaign’s effectiveness. Our marketing strategy planning services include: digital review; research and analysis, and campaign planning.

16


 

Social

We enable our customers to facilitate social media engagement with current and potential consumers. This involves utilizing the appeal of popular social networks such as Facebook, Twitter, and Pinterest.  We generate content that is appropriate for social media use and is targeted to our clients' needs for audience engagement. This is used to increase company visibility and create social media interactions with their potential customers. These activities can also help improve our customers’ search engine rankings. Our social services include: social and viral marketing campaign creation and management; social media consulting; custom channel design and review; content generation; cross channel promotions.

 

Website Design

 

We offer custom web design services for websites for traditional browser views, as well as sites optimized for mobile devices. Our custom design service includes the development of a unique website look and layout that is created specifically for our client. Our design team can assist with layout, as well as content creation and image sourcing. We also provide consulting services on website usability, where we help clients ensure that their website is effective and easy to use.

 

Results of operations for the three months ended June 30, 2014 compared to the three months ended June 30, 2013.

 

Revenue, cost of sales and gross profit

 

All of our revenues are derived from custom web design, development of online and social media strategy, advertising campaign planning and social media consulting. All the work, except web development, was performed by our officers and directors. The web development was performed by an independent third party contractor. We do not have long-term contracts with any of our clients and rely on signing new clients in order to generate additional revenues. If we will not be able to attract new clients our revenue could decline and our business could be harmed.

 

Our gross revenue for the three months ended June 30, 2014, was $6,700, compared to $0 for the three months ended June 30, 2013. Our cost of revenues for the three months ended June 30, 2014, was $5,000 (June 30, 2013: $0) resulting in a gross profit of $1,700 (June 30, 2013: $0).

 

Operating Costs and Expenses

 

The major components of our operating expenses for the three months ended June 30, 2014 and 2013 are outlined in the table below:

 

 

For the

Three Months

Ended

June 30,

2014

 

For the

Three Months

Ended

June 30,

2013

 

 

 

Increase

(Decrease)

$

 

 

 

 

 

 

Officer compensation

$                         3,000

 

$                                -

 

3,000

General and administrative

16,737

 

-

 

16,737

Professional fees

3,500

 

-

 

3,500

 

$                      23,237

 

$                                -

 

 

 

The increase in our operating costs for the three months ended June 30, 2014, compared to the same period in our fiscal 2013, was due to an increase in our corporate activities, an increase in expenses related to implementation of our business plan and an increase in professional fees associated with an audit of our annual financial statements and filing of our Annual Report on the form 10-K. General and administrative expenses of $16,737 incurred during the three months ended June 30, 2014 consisted of filing fees of $2,500, accounting fees of $2,000, transfer agent fees of $11,834, office rent of $387 and bank charges of $16. We did not incur any general and administrative expenses the three months ended June 30, 2013. During this period we concentrated on business development.

 

17

 


 

Consulting services provided by the President, Chief Executive Officer, Secretary and Treasurer and Chief Financial Officer for the three-month period ended June 30, 2014 and 2013 were as follows:

 

 

 

For the

Three Months

Ended

June 30,

2014

 

For the

Three Months

Ended

June 30,

2013

 

 

 

 

 

 

President, Chief Executive Officer

$

1,500

 

$

-

Chief Financial Officer, Secretary and Treasurer

 

1,500

 

 

-

 

$

3,000

 

$

-

 

As at June 30, 2014 and March 31, 2014 the Company owed its directors and officers $9,400 and $6,400 respectively. These amounts represent unpaid consulting fees.

 

 

Liquidity and Capital Resources

 

Working Capital

 


June 30, 2014

 

 

 

March 31, 2014

 

Current Assets

$

9,334

$

7,716

Current Liabilities

$

(17,475)

$

(23,570)

Working Capital Deficiency

$

(8,141)

$

(15,854)

 

Cash Flows

 

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

 

 

Three Months

Ended
June 30,
2014

 

 

 

Three  Months

Ended
June 30,
2013

 

Cash provided by (used in) operating activities

$

(30,703)

$

-

Cash provided by (used in) investing activities

$

-

$

-

Cash provided by financing activities

$

29,250

$

-

Net increase (decrease) in cash

$

(1,453)

$

-

 

We have generated revenues of $6,700 during the three months ended June 30, 2014.  In addition to cash received from web design services, during the three months ended June 30, 2014 we received proceeds of $29,250 from sale of our common stock. During the year ended March 31, 2014, the Company’s Registration Statement on the Form S-1 filed with the Securities and Exchange Commission was declared effective. As at March 31, 2014 the Company received $3,000 in common stock subscription funds. The Company completed the sale of 2,580,000 shares of common stock at $0.0125 per share for total proceeds of $32,250 during the three months ended June 30, 2014. We did not generate revenues and no shares were sold during the three months ended June 30, 2013. We had no other sources of cash inflow during the reporting periods. 

 

We anticipate that for the next 12 months we will be generating cash from the same revenue stream. We believe that the cash generated from operations and cash on hand will provide sufficient capital to fund our operations and meet our cash needs on a short term and long term basis for the next twelve months. In addition, we intend to finance our internal growth with cash on hand, cash provided from operations, borrowings, debt or equity offerings, or some combination thereof.  

 

18

 


 

Cash Flows from Operating Activities

 

Our cash flows from operating activities represent the most significant source of funding for our operations. The major uses of our operating cash include funding general operating expenses (marketing, travel, legal and professional expenses, and office rent) and cost of revenues. Our cash provided by operating activities generally follows the trend in our net revenues and operating results.

 

The net cash used in operating activities of $30,703 for the three months ended June 30, 2014 was primarily the result of our net loss of $21,537, and changes in our operating assets and liabilities. These changes include an increase in account receivable of $3,200 and in amounts due to related party of $3,000, and a decrease in prepaid expenses of $129 and in accounts payable and accrued liabilities of $9,095. The increase in accounts receivable was due to outstanding amounts due to the company by clients as of June 30, 2014 that were collected subsequent to the quarter end. The increase in amounts due to related party represent a portion of management consulting fees charged to the company by its officers that remained unpaid at the end of the quarter. The decrease in prepaid rent was due to the July rent paid subsequent to the quarter end. We repaid portion of our current liabilities during the quarter resulting in a decrease of accounts payable and accrued liabilities during the quarter.

 

We did not generate, or use, any cash from operating activities during the three months ended June 30, 2013.

 

We expect that cash provided by operating activities may fluctuate in future periods as a result of a number of factors including fluctuations in our net revenues and operating results, utilization of new revenue streams, collection of accounts receivable, and timing of billings and payments.

 

Cash Flows from Investing Activities

 

We did not generate or use any cash from investing activities during the three months ended June 30, 2014 and 2013.

 

Cash Flows from Financing Activities

 

During the year ended March 31, 2014, the Company’s Registration Statement on the Form S-1 filed with the Securities and Exchange Commission was declared effective. As at March 31, 2014 the Company received $3,000 in common stock subscription funds. We completed the sale of 2,580,000 shares of common stock at $0.0125 per share for total proceeds of $32,250 during the three months ended June 30, 2014.

Management expects to keep operating costs to a minimum until cash is available through financing or operating activities. Management plans to continue to seek, in addition to equity financing, other sources of financing (e.g. bank loan, line of credit, shareholder loan) on favorable terms; however, there are no assurances that any such financing can be obtained on favorable terms, if at all.   If we are unable to generate profits sufficient to cover our operating costs or unable to obtain additional funds for our working capital needs, we may need to cease or curtail operations.  Furthermore, there is no assurance the net proceeds from any successful financing arrangement will be sufficient to cover cash requirements during the initial stages of the Company’s operations.

 

Recent Accounting Pronouncements 

 

See Note 2 to the Financial Statements.

 

Off Balance Sheet Arrangements

 

As of June 30, 2014, we did not have any significant off-balance-sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

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

 

19

 


 

ITEM 4. CONTROLS AND PROCEDURES.

 

Evaluation of Disclosure Controls and Procedures

 

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

 

Additionally, there were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the evaluation date.  We have not identified any significant deficiencies or material weaknesses in our internal controls, and therefore there were no corrective actions taken.

 

PART II – OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

 

We were not subject to any legal proceedings during the three month periods ended June 30, 2014 and 2013 and currently we are not involved in any pending litigation or legal proceeding.

 

ITEM 1A. RISK FACTORS.

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

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

 

All shares sold during the three months ended June 30, 2014 were sold pursuant to the Company’s Registration Statement on the Form S-1/A filed with the Securities and Exchange Commission and declared effective March 14, 2014.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

 

No senior securities were issued and outstanding during the three month periods ended June 30, 2014 or 2013.

 

ITEM 4. MINE SAFETY DISCLOSURES.

 

Not applicable.

 

ITEM 5. OTHER INFORMATION.

 

Our common stock has been quoted on the OTC Bulletin Board and on the OTC Link since July 31, 2014 under the symbol “FCUV”. 

 

ITEM 6. EXHIBITS
 
The following documents are filed as a part of this report or are incorporated by reference to previous filings, if so indicated:

 

 

20

 


 

EXHIBIT

NUMBER        DESCRIPTION

 

3.1

 

 

Articles of Incorporation. Incorporated by reference to the Company’s Registration Statement on Form S-1 filed with the SEC on December 26, 2013.

3.2

 

Bylaws. Incorporated by reference to the Company’s Registration Statement on Form S-1 filed with the SEC on December 26, 2013.

4.2

 

Subscription Agreement. Incorporated by reference to the Company’s Registration Statement on Form S-1 filed with the SEC on December 26, 2013.

10.1

 

Consulting Agreement (President). Incorporated by reference to the Company’s Registration Statement on Form S-1 filed with the SEC on December 26, 2013.

10.2

 

Consulting Agreement (C.F.O.). Incorporated by reference to the Company’s Registration Statement on Form S-1 filed with the SEC on December 26, 2013.

31.1

 

Certification of the Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

31.2

 

Certification of the Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

32.1

 

Certification of the Chief Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

32.2

 

Certification of the Chief Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

101.INS 

 

XBRL Instance Document **

101.SCH 

 

XBRL Taxonomy Extension Schema Document **

101.CAL 

 

XBRL Taxonomy Extension Calculation Linkbase Document **

101.DEF 

 

XBRL Taxonomy Extension Definition Linkbase Document **

101.LAB 

 

XBRL Taxonomy Extension Label Linkbase Document **

101.PRE 

 

XBRL Taxonomy Extension Presentation Linkbase Document **

 

   *  Filed herewith.

 

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 

 SIGNATURES

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

 

Date: August 8, 2014

 

 

FOCUS UNIVERSAL INC.

 

 

 

 

By:

/s/  Tatyana Popova

 

 

Tatyana Popova

 

 

President, Chief Executive Officer (Principal Executive Officer) and Director

 

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of Focus Universal Inc. and in the capacities and on the dates indicated.

 

SIGNATURES

 

TITLE

 

DATE

 

 

 

 

 

/s/ Tatyana Popova

 

President, C.E.O. and Director

 

August   8, 2014

Tatyana Popova

 

 

 

 

 

 

/s/ Elena Ignatenko

 

Treasurer, Secretary, C.F.O., Principal Accounting Officer, Principal Financial Officer and Director

 

 

 

August  8, 2014

Alexander Averchenko

 

 

 

 

21