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.
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 for the rent
payables through July 2024, 43,458 shares were issued on August 14, 2024 for the August 2024 rent, and 46,072 shares were issued on September
for the September 2024 rent. In October, 64,147 shares were issued for October rent payable in the amount of $32,074.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
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