NOTE 7 – RELATED PARTY TRANSACTIONS

In prior periods, AAGC advanced funds to pay certain expenses of the Company. The Company formerly owned a 51% interest in AAGC. No advances were received from AAGC during the six months ended June 30, 2026 or 2025, and no amounts were due to or from AAGC as of June 30, 2026 or December 31, 2025.

On July 3, 2024, the Company granted warrants to purchase 2,975,000 shares of common stock at an exercise price of $0.397 per share, (i) to James Askew, an individual, who was subsequently appointed as a member of the Board of Directors of the Company (Warrants to purchase 2,269,583 shares of common stock), and (ii) to Investments AKA, LLC, a limited liability company indirectly controlled by Andre K. Agassi, a significant beneficial owner of the Company’s common stock (Warrants to purchase 705,417 shares of common stock). The Warrants vested immediately. The Warrants were exercisable as to one half of the shares of Common Stock immediately, and exercisable as to the remaining half of the shares of Common Stock one year following the grant date of the Warrant. The Warrants were granted to the Warrant Holders in consideration of services and support previously performed and provided, and expected to be performed or provided, by the Warrant Holders in furtherance of the Company’s business objectives. As discussed in greater detail in Note 6, above, the Warrants were exercised for common stock in cashless transactions in February 2026.

The Company also entered into a Consulting Agreement, dated July 3, 2024, with Askew with respect to his services and the issuance of his Warrants.

The Company’s corporate offices are located at 1120 N Town Center Drive, Suite 160, Las Vegas, Nevada 89144 in space shared with The Agassi Foundation, which is provided to the Company without charge.

License and Brand Partner Agreements

Effective June 18, 2026, the Company entered into a fifteen-year Name and Likeness License Agreement with AKA Licenses, LLC (“AKA Licenses”), an entity affiliated with Mr. Agassi, under which the Company is obligated to pay AKA Licenses a one-time fee of $250,000, payable upon the earlier of (a) the date the Company raises more than an aggregate of $3,000,000 in additional funding and (b) December 18, 2026 (see Note 8). The fee remained unpaid and is included in accounts payable and accrued expenses as of June 30, 2026. Shawn Cable, the Company’s Chief Financial Officer, also serves as Chief Financial Officer of each of Investments AKA and AKA Licenses. See Note 9 for a description of the $1,000,000 Investments AKA Convertible Note funded on July 28, 2026.

On October 31, 2025, the Company granted Stefanie Graf, the spouse of Mr. Agassi, warrants to purchase 1,000,000 shares of common stock at an exercise price of $5.50 per share (see Note 6), and the Company is party to a five-year Brand Partner Agreement, dated November 22, 2025, with Ms. Graf (see Note 8).

On March 6, 2025, the Company granted Shawn Cable, the Company’s Chief Financial Officer, warrants to purchase up to 100,000 shares of common stock at an exercise price of $1.70 per share in consideration of his services as Chief Financial Officer (see Note 6).

The Company is also party to a fifteen-year Name and Likeness License Agreement, dated June 4, 2026, with Darren Cahill, in consideration of which the Company granted Mr. Cahill warrants to purchase 250,000 shares of common stock with a grant-date fair value of $1,743,829, which was capitalized as a licensed right (see Note 5). On March 6, 2025, the Company granted Mr. Cahill warrants to purchase up to 250,000 shares of common stock at an exercise price of $1.70 per share for consulting services (see Note 6).

Subscription Agreements

One of the March 2026 Investors was the Boreta Lifetime Trust, whose trustee is Ronald S. Boreta, the Company’s President, Chief Executive Officer and director. The Boreta Trust purchased 50,000 shares of restricted common stock for $5.00 per share or $250,000 in aggregate (see Note 6).

On April 28, 2026, the Company entered into a Subscription Agreement with Investments AKA, LLC (“Investments AKA”), a limited liability company indirectly controlled by Andre K. Agassi, the Company’s largest beneficial stockholder, pursuant to which Investments AKA purchased 50,000 shares of restricted common stock for $5.00 per share, or $250,000 in aggregate (see Note 6).

Employment Agreement

On March 25, 2026, effective March 1, 2026, the Company entered into an Executive Employment Agreement with its Chief Executive Officer and director, Ronald S. Boreta. Under the agreement, Mr. Boreta is entitled to an annual base salary of $240,000, subject to automatic annual increases of 10%, and may receive discretionary cash and equity-based bonuses. The agreement also provides for a $250,000 sign-on bonus and the grant of 300,000 restricted stock units, subject to approval by the Board of Directors and the Company’s equity compensation plan. On May 6, 2026, the Board of Directors approved and granted the 300,000 restricted stock units (see Note 6).

During the six months ended June 30, 2026, the Company recognized compensation expense of $330,000 under the agreement, consisting of the $250,000 sign-on bonus and $80,000 of salary expense, representing four months of base salary at $20,000 per month from the March 1, 2026 effective date through June 30, 2026. As of June 30, 2026, the unpaid $250,000 sign-on bonus is included in accounts payable and accrued expenses in the accompanying balance sheet.