FOCUS UNIVERSAL INC.

Our Articles of Incorporation currently authorize a total of 15,000,000 shares of the Company’s common stock, $0.001 par value per share (“Common Stock”). After careful consideration, our Board recommends that our shareholders approve a proposal to amend and restate, at the sole discretion of the Board to adopt, our Articles of Incorporation to increase the number of authorized shares of Common Stock from 15,000,000 shares to 25,000,000 shares of Common Stock.

The text of the proposed Amendment and Restatement to our Articles of Incorporation (the “Amended and Restated Articles”), is attached as Appendix A to this Proxy Statement.

The Board has adopted a resolution (i) declaring the advisability of potentially filing the Amended and Restated Articles to authorize an additional 10,000,000 shares of Common Stock, subject to shareholder approval, (ii) in connection therewith, approving a form of amendment and restatement to our Articles of Incorporation, subject to shareholder approval, and (iii) authorizing any other action the Board deems necessary to effect such amendment and restatement to our Articles of Incorporation, without further approval or authorization of the Company’s shareholders.

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