Item 2. Unregistered Sales of Equity Securities
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
During
the period covered by this report, the Company has not issued unregistered securities to any person, except as described below. None
of these transactions involved any underwriters, underwriting discounts or commissions, except as specified below, or any public offering,
and, unless otherwise indicated below, the Registrant believes that each transaction was exempt from the registration requirements of
the Securities Act by virtue of Section 4(a)(2) thereof and/or Rule 506 of Regulation D promulgated thereunder, and/or Regulation S promulgated
thereunder regarding offshore offers and sales. All recipients had adequate access, though their relationships with the Registrant, to
information about the Registrant. During the period covered by this report, the Company has not issued unregistered securities to any
person.
On August
1, 2023, the holder of a $500,000 convertible note, converted such note into 142,857 shares of common stock, at $3.5 per share.
On August
28, 2023, the Company issued 370,000 shares of common stock to Zhonghui United Technology (Chengdu) Group Co., Ltd. (“中汇联和科技(成都)集团有限公司”),
pursuant to a Cooperation Agreement.
ITEM
3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM
4. MINE SAFETY DISCLOSURES.
Not
applicable.
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