FOCUS UNIVERSAL INC.

Our Articles of Incorporation currently authorize a total of 75,000,000 shares of the Company’s Common Stock. After careful consideration, our Board recommends that our shareholders approve a proposal to amend, at the sole discretion of the Board, our Articles of Incorporation to authorize an additional 75,000,000 shares of Common Stock, which would result in total authorized shares under our Articles of Incorporation of 150,000,000 shares of Common Stock. The text of the proposed Certificate of Amendment to our Articles of Incorporation (the “Certificate of Amendment”), is attached as Appendix A to this Proxy Statement.

The Board has adopted a resolution (i) declaring the advisability of a possible amendment to our Articles of Incorporation to authorize an additional 75,000,000 shares of Common Stock, subject to shareholder approval, (ii) in connection therewith, approving a form of amendment to our Articles of Incorporation to authorize an additional 75,000,000 shares of Common Stock, subject to shareholder approval, and (iii) authorizing any other action the Board deems necessary to effect such amendment to our Articles of Incorporation, without further approval or authorization of the Company’s shareholders.

The adoption of the Certificate of Amendment is expressly conditioned upon the approval of the Certificate of Amendment by our shareholders. Accordingly, if we do not receive the required shareholder approval for the Certificate of Amendment, we will not adopt the Certificate of Amendment. However, even if approved by the shareholders at the Annual Meeting, the Board will retain the discretion to determine whether to file the Certificate of Amendment with the Secretary of State of the State of Nevada. If shareholders approve and the Board determines, in its sole discretion, to file the Certificate of Amendment with the Secretary of State of the State of Nevada, it will become effective upon the filing of the Certificate of Amendment with the Secretary of State of the State of Nevada.