SecProbe.io

Mail Stop 3720

January 30, 2017

Desheng Wang
Chief Executive Officer
Focus Universal, Inc.
829 Lawson Street
City of Industry, CA 91748

Re: Focus Universal, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed January 20, 2017
  File No. 333-214455

Dear Mr. Wang :

We have reviewed your amended registration statement  and have the following
comments .  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.   Unless  we note
otherwise , our references to prior comments are to comments in our November 28, 2016  letter .

General

1. In response to our prior comment 1, you state that “[w]e have revised the pr ospectus
cover page and disclosure throughout the prospectus to indicate a fixed price of $1.75 at
which the Company will sell the 10 million shares in its best efforts offering.”  Your
prospectus does not reflect this change.  Therefore, we reissue the co mment.

2. Please disclose who will be selling the ten million shares on behalf of the company.  If
your officers and directors will be selling the shares, please disclose how they meet the
requirements of Rule 3a4 -1 so as not to be deemed brokers.

Desheng Wang
Focus Universal, Inc.
January 30, 2017
Page 2

 3. We note  that your officers and directors are offering shares they own in the offering as
selling shareholders.  If your officer and directors are also selling shares on behalf of the
company, disclose how they will decide whether to sell their own shares or the
company’s shares.  Provide appropriate risk factor disclosure regarding their conflicts in
this offering.

4. Any amendments should contain a signed and currently -dated accountant's consent as
required by Rule 402(e) of Regulation C.

Use of Proceeds, page 14

5. We note that in response to our prior comment 2 that you have provided your planned use
of proceeds in the event that 25%, 50% and 75% of the offering is achieved.  Please also
include summary information on your planned use of proceeds in the event that 100% of
the offering is achieved.  In addition, please revise your disclosure for each level of
proceeds to take into account the expenses of the offering.

Management’s Discussion and Analysis

6. Please update your discussions of results of operations, liquidity and capit al resources to
reflect your most recent required financial statements.

Summary Compensation Table, page 32

7. We note that your fiscal year ends on December 31.  Please update your Summary
Compensation Table at page 32 to include information for the two mo st recently
completed fiscal years (i.e., fiscal years 2015 and 2016).  Please refer to Item 402(n) of
Regulation S -K.

Selling Stockholders, page 36

8. In response to our prior comment 3, you revised the selling stockholders table to disclose
in the last co lumn the percentage of registered shares owned in the offering.  Please
revise this column to disclose, instead, the amount and percentage of the class to be
owned by security holders after completion of the offering.  Please refer to the last clause
of Item 507 of Regulation S -K.

Desheng Wang
Focus Universal, Inc.
January 30, 2017
Page 3

 Financial Statements

Note 2 – Summary of Significant Accounting Policies

Change In Control, page F -7

9. Please disclose how you accounted for the business combination of Focus Universal, Inc.
and Perfecular, Inc.  Identify the  accounting acquirer in this transaction and provide the
business combination disclosures required by ASC 805 -10-50.

10. In your response to comment 4, you identified Perfecular, Inc. as the accounting acquirer
in the December 30, 2015 business combination wi th Focus Universal, Inc.  However we
note that you included the financial statements of Focus Universal, Inc. in the Form S -1.
Please note that since Perfecular, Inc., is the accounting acquirer, Perfecular, Inc . is
considered the registrant for accounting  purposes.  Accordingly, please  revise your
presentation in the Form S -1 to include the historical financial statements of Perfecular,
Inc. for all periods presented giving effect to the acquisition of Focus Universal, Inc. on
December 30, 20 15.   Revise your Management ’s Discussion and Analysis to discuss
these financial statements.  Also amend your Form 10 -KT for the transition period  from
March 31, 2015 to December 31, 2015  and your subsequent Forms 10 -Q according ly.

Pro Forma Consolidated Statements, page F -32

11. Please revise your pro forma presentations to reflect the periods required by Rule 8 -
05(b)(1) of Regulation S -X.

Signature Page

12. We note your response to prior comment 7.  Your registration statement must be signed
by your controller or principal accounting officer.  In your next amendment, please have
your principal accounting officer or controller sign your registration statement b y
identifying the person who is signing in that capacity under the person’s signature.  Refer
to Instructions 1and 2 to Form S -1.

Desheng Wang
Focus Universal, Inc.
January 30, 2017
Page 4

 You may contact Joseph Kempf, Senior Staff Accountant, at (202) 551 -3352 or Carlos
Pacho, Senior Assistant Chief Accountant, at (202) 551 -3835 if you have questions regarding
comments on the financial statements and related matters.  Please contact Courtney Lindsay,
Staff Attorney, at (202) 551 -7237 or Kathleen Krebs , Special Counsel,  at (202) 551 -3350 with
any other questions.

Sincerely,

 /s/ Kathleen Krebs, for

Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

Cc: Gilbert J. Bradshaw, Esq.
 Wilson & Oskam, LLP