Item 4 — Purpose of Transaction
The Reporting Person acquired the Series A-1 Preferred in connection with his service as CEO and director. Each share carries 100 votes and is convertible at the Reporting Person's option, at any time, into one (1) share of common stock (a one-for-one basis; up to 4,000,000 shares in the aggregate). As a result, the Reporting Person holds 460,437,500 votes (comprised of 400,000,000 votes from the Series A-1 Preferred, 50,000,000 votes from the Reporting Person's 500,000 shares of Series A Preferred Stock, and 10,437,500 votes from the Reporting Person's 10,437,500 directly held shares of Common Stock - 10,125,000 per the Empire Stock Transfer account statement dated April 8, 2026, plus 312,500 shares issued August 19, 2026 per the Empire Stock Transfer transaction journal for that date), approximately 75.50% of total known voting power (based on 109,728,136 shares of Common Stock outstanding as of August 19, 2026, plus 400,000,000 votes from the Series A-1 Preferred, 100,000,000 votes from the currently outstanding Series A Preferred Stock, and 115,000 votes from the 115,000 shares of Founders' Class A Common Stock issued and outstanding - all of which are held by non-affiliates, none by the Reporting Person - per the Company's Form 10-Q for the period ended October 31, 2025. The Founders' Series A Non-Voting Redeemable Preferred Stock (21,250 shares outstanding, also held entirely by non-affiliates), the Series A Non-Voting Redeemable Preferred Stock (175,000 shares), and the Series C Preferred Stock (146.5 shares outstanding, held entirely by unaffiliated third parties) are each confirmed to carry no general voting rights (Series C votes only as a separate class on amendments to its own Certificate of Designation) and are excluded. The Reporting Person beneficially owns 14,437,500 shares of Common Stock (10,437,500 shares held directly - 10,125,000 per the Empire Stock Transfer account statement dated April 8, 2026, plus 312,500 shares issued August 19, 2026 per the Empire Stock Transfer transaction journal for that date - plus the 4,000,000 shares issuable on conversion), representing approximately 12.69% of the class as computed in Item 5(a), and may be deemed to control the Issuer. The Reporting Person does not believe the transactions described herein effected a change in control of the Issuer within the meaning of this Item 4 or Rule 12b-2 under the Act, because the Reporting Person already possessed sole voting and management control of the Issuer, as its sole director and as the holder of a majority of its outstanding voting power, prior to the issuance of the Series A-1 Preferred.