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 May 24, 2024, the Company issued 200,000 shares
of common stock to a consultant for providing business and funding opportunities.
In July 2024, the Company entered into an agreement with its landlord
in California, pursuant that the Company will issue 169,992 shares of common stock for the rent payable through July 2024, in total of
$127,494. and The Company will also issue variable number of shares equivalent to the August and September 2024 rent amount in total of
$64,147 at the average VWAP (Volume Weighted Average Price) of last five trading days of July 2024. These shares are restricted for six
months from the issuance but no later than February 15, 2025. 169,992 shares were issued on July 25, 2024.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
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