Item 4 — Purpose of Transaction
The Reporting Persons acquired the securities in connection with the Reverse Merger, as compensation, and in connection with loans and credit support provided to the Issuer. Mr. Hill and Mr. Evans are executive officers and two of the Issuer's three directors and, together with MCC, may be deemed to control the Issuer. In those capacities they participate in the Issuer's management and in decisions of its Board of Directors. Increase in authorized Common Stock. The Issuer's authorized Common Stock is 20,000,000 shares, and outstanding and reserved shares exceed that number. On October 16, 2026, the Issuer's Board of Directors approved an amendment to the Issuer's Articles of Incorporation increasing the authorized Common Stock to 990,000,000 shares (the "Amendment"). Stockholders holding approximately 77.56% of the Issuer's voting power as of the October 16, 2026 record date, including MCC, Mr. Hill, Mr. Evans, EMC2 and SportsAlert, approved the Amendment by written consent, with the last signatures received on October 19, 2026. MCC and Christopher Davenport, the holders of all outstanding Series C Preferred Stock, also separately consented to the Amendment. The Issuer filed a preliminary information statement on Schedule 14C on October 20, 2026. The Amendment will become effective no earlier than 20 calendar days after a definitive information statement is mailed to stockholders. Possible acquisitions. The Reporting Persons may convert Series B Preferred Stock or Series C Preferred Stock into Common Stock, and SportsAlert may convert its notes, in each case in accordance with their terms. On October 16, 2026, the Issuer's Board of Directors, with Mr. Hill abstaining, approved an extension of SportsAlert's $27,500 note dated April 10, 2026 to April 30, 2027 (or earlier upon a Qualified Transaction), with interest at 12% per annum from October 10, 2026 and an extension fee of $2,750 added to its principal; the extension has not yet been signed. The Issuer's subsidiary SAP owes accrued compensation to Mr. Hill (approximately $356,000) and Mr. Evans (approximately $193,500) as of October 13, 2026 under their employment agreements with SAP, and the Issuer owes MCC approximately $910,000. No agreement has been reached to settle any of these amounts in securities of the Issuer, but the Reporting Persons may propose or consider such a settlement, which would require approval of the Issuer's Board of Directors. Except as described above, the Reporting Persons have no present plans or proposals that relate to or would result in any of the matters described in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons may change their plans at any time and may acquire or dispose of securities of the Issuer, in each case subject to applicable law and the Issuer's Insider Trading Policy.