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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 WASHINGTON,
D.C. 20549

 FORM

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended December 31, 2023

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 Commission
file number 000-55323

 (Exact
 name of registrant as specified in its charter)

 Delaware

 77-0395098

 (State
 or other jurisdiction of incorporation or organization)

 (I.R.S.
 Employer Identification No.)

 5964
 Campus Court, Plano, Texas 75093

 (Address
 of principal executive offices) (Zip Code)

 Registrant's
telephone number, including area code ( 760) 788-4700

 Securities
registered pursuant to Section 12(b) of the Act: N/A

 Title
 of each class to be so registered

 Trading
 Symbols (s)

 Name
 of each exchange on

 which
 each class is to be registered

 Securities
registered pursuant to section 12(g) of the Act:

 Common
Stock

 (Title
of class)

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 Yes
 No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

 Yes
 No

 Note
 – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange
Act from their obligations under those Sections.

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

 Yes
 No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).

 Yes
 No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer,"
"smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting Company

 Emerging
 growth company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 Yes
 No

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

 Yes
 No

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

 Yes
 No

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 Yes
 No

 At
June 30, 2023, the last business day of the registrant's most recently completed second fiscal quarter, the aggregate market value
of Common Shares held by non-affiliates of Mentor Capital, Inc. (based upon the closing sale price of such shares on OTCQB) was $ 571,080.
Shares of Common Stock held by each officer and director and each person who owns more than 10% or more of the outstanding Common Stock
have been excluded because these persons may be deemed to be affiliates. The determination of affiliate status for the purpose of this
calculation is not necessarily a conclusive determination for other purposes.

 At
March 28, 2024, there were 24,686,105 shares of Mentor Capital, Inc.'s Common Stock outstanding and 11 shares of Series Q Preferred
Stock outstanding.

 SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS

 This
report contains "forward-looking statements," as defined in the United States Private Securities Litigation Reform Act
of 1995 and Section 21E of the Securities and Exchange Act 1934, as amended. All statements contained in this report other than
statements of historical fact, including statements regarding our future results of operations and financial position, our business
strategy and plans, and our objectives for future operations, are forward-looking statements. The words "believe,"
"may," "will," "estimate," "continue," "anticipate," "seek,"
"look," "hope," "intend," "expect," and similar expressions are intended to identify
forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about
future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term
and long-term business operations and objectives, acquisition plans, and financial needs. These forward-looking statements are
subject to a number of risks, uncertainties, and assumptions. For example, statements in this Form 10-K regarding the potential
future impact of inflation, interest rate increases, tax increases, recession, climate regulation, the COVID-19 outbreak, economic
sanctions, cybersecurity risks, evolving and sophisticated cyber-attacks and other attempts to gain unauthorized access to our
information technology systems, increased risk to oil markets, potential banking crises, future weakness in the credit markets,
increased rates of default and bankruptcy, political change, and the outbreak of war in Ukraine, and the Israel-Hamas war on the
Company's business and results of operations are forward-looking statements. These risks and uncertainties include but are not
limited to, those described in "Item 1A. Risk Factors" and "Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations:" Moreover, due to our past investments, or current involvement in oil, gas,
coal, or uranium related industry or other industries, we may be subject to heightened scrutiny and, as a result, our portfolio
companies may be subject to additional laws, rules, regulations, and statutes. It is not possible for our management to predict all
risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may
cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these
risks, uncertainties and assumptions, the future events and trends discussed in this Form 10-K may not occur and actual results
could differ materially and adversely from those anticipated or implied in the forward-looking statements.

 You
should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking
statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable,
we cannot guarantee future results, levels of activity, performance, or achievements. The Company assumes no obligation to revise or
update any forward-looking statements for any reason, except as required by law.

 All
references in this Form 10-K to the "Company," "Mentor," "we," "us," or "our,"
are to Mentor Capital, Inc.

 MENTOR
CAPITAL, INC.

 TABLE
OF CONTENTS

 Page

 PART
 I

 Item
 1.

 Business.

 Item
 1A.

 Risk
 Factors.

 Item
 IB.

 Unresolved
 Staff Comments.

 Item
 2.

 Properties.

 Item
 3.

 Legal
 Proceedings.

 Item
 4.

 Mines
 and Safety Disclosures.

 PART
 II

 Item
 5.

 Market
 for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities.

 Item
 6.

 Reserved

 Item
 7.

 Management's
 Discussion and Analysis of Financial Condition and Results of Operations.

 Item
 7A.

 Quantitative
 and Qualitative Disclosures About Market Risk.

 Item
 8.

 Financial
 Statements and Supplementary Data.

 Item
 9.

 Changes
 in and Disagreements with Accountants on Accounting and Financial Disclosure.

 Item
 9A.

 Controls
 and Procedures.

 Item
 9B.

 Other
 Information.

 PART
 III

 Item
 10.

 Directors,
 Executive Officers and Corporate Governance.

 Item
 11.

 Executive
 Compensation.

 Item
 12.

 Security
 Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 Item
 13.

 Certain
 Relationships and Related Transactions, and Director Independence.

 Item
 14.

 Principal
 Accounting Fees and Services.

 PART
 IV

 Item
 15.

 Exhibits,
 Financial Statement Schedules.

 SIGNATURES

 PART
I

 Item
1. Business.

 Corporate
History and Background

Capital, Inc. ("Mentor" or "the Company"), which reincorporated under the laws of the State of Delaware in September
2015, was founded as an investment partnership in Silicon Valley, California by the current CEO in 1985. The Company was originally incorporated
under the laws of the State of California in 1994 as Main Street Athletic Clubs, Inc. and operated a small chain of athletic clubs, a
trucking company, and food companies, among other things. On September 12, 1996, our Offering Statement was qualified pursuant to Regulation
A under Section 3(b) of the Securities Act of 1933 and on March 12, 1997 we began to trade publicly. In 1997, the Company changed its
name to Main Street AC, Inc. and merged with a group of approximately fifteen oil and gas partnerships which proved to be unsuccessful.
In 1998 we entered a Chapter 11 bankruptcy reorganization in the Northern District of California due to a need to decrease oil and gas
related debt in excess of asset value.

 As
we emerged from bankruptcy, the court allowed the original issuance of approximately $145 Million in warrants to the Company's
claimants and creditors. The warrants were in (4) four classes, have been reset to lower prices, and have been principally exercised
at $0.09, $0.11, $0.65, $1.00, $1.60, and $7.00 per share. On October 14, 2023 the Board of Directors authorized the reset of the
Series D warrants strike price to $0.02 per share subject to the assignment of the requesting shareholders and Company approved
parties for a $0.10 per warrant redemption fee in accordance with the court-approved plan of reorganization. Designees that redeem
and exercise such Series D warrants would pay $0.12 per share. For original holders, the remaining outstanding Series D warrants are
exercisable at $0.02 per share plus a $0.10 warrant redemption fee, if applicable. The amount of proceeds received from exercised warrants may be limited by the general status of the
economy and the price per share of our regular shares of Common Stock. Warrant holders are more likely to exercise warrants at $0.02
per warrant share if the shares of our Common Stock are priced above $0.02 per share. The greater the share price and the longer the
Company's Common Stock share price is above $0.02, the more likely warrant holders will be willing to exercise their
warrants.

 On
February 9, 2015, in accordance with Section 1145 of the United States Bankruptcy Code and the Company's Third Amended Plan of
Reorganization ("Plan of Reorganization"), the Company announced a minimum 30 day partial redemption of up to 1% of the already
outstanding Series D warrants to provide for the court specified redemption mechanism for warrants not exercised timely by the original
holder or their estates. Company designees that applied during the 30 days paid 10 cents per warrant to redeem the warrant and then exercised
the Series D warrant to purchase a share of the Company's Common Stock at the court-specified formula of not more than one-half
of the closing bid price on the day preceding the 30 day exercise period. In successive months, the authorized partial warrant redemption
amount was recalculated, and the redemption offer repeated according to the court formula. In the Company's October 7, 2016 press
release, Mentor stated that the 1% redemptions which were formerly priced on a calendar month schedule would subsequently be initiated
and priced on a random date schedule after the prior 1% redemption was completed to prevent potential third-party manipulation of share
prices at month-end. The periodic partial redemptions could continue to be recalculated and repeated until such unexercised warrants
are exhausted, or the partial redemption is otherwise paused or truncated by the Company. For the years ended December 31, 2023 and 2022,
no warrants were redeemed.

 The
Bankruptcy Court approved Plan of Reorganization allows all the warrants and shares that are issued upon exercise of the warrants to
trade freely under an exemption provided by Section 1145 of the United States Bankruptcy Code. We received an SEC "No Comment"
letter and our Plan of Reorganization was confirmed January 11, 2000. The SEC's letter is not and should not be interpreted as
approval of the Company's Disclosure Statement or Plan of Reorganization.

 Developments

 Our
general business operations are intended to provide management consultation and headquarters functions, especially with regard to
funding, accounting, and audits, for our majority-owned subsidiaries, which makes up most of our holdings. We monitor our less than
majority positions for value and investment security. Management also spends considerable effort reviewing possible acquisition
candidates on an ongoing basis.

 The
Company was originally founded as an investment partnership in Silicon Valley, by the current CEO in 1985. The partnership acquired a
salsa factory, bakery, trucking company, tortilla chip plant, and an athletic club chain. The former investment partnership was incorporated
under the laws of the State of California on July 29, 1994 and on September 12, 1996, the Company's offering statement was qualified
under Regulation A of the Securities Act of 1933 and began to trade its shares publicly. The Company relocated to San Diego, California,
and contracted to provide financial assistance and investment in small businesses. On September 24, 2015, the Company redomiciled from
California to Delaware by merging the California Mentor Capital, Inc. corporation into a newly formed Delaware entity, Mentor Capital,
Inc. Following the merger, the Company is governed under the laws of the State of Delaware. In September 2020, Mentor relocated its corporate
office from San Diego, California, to Plano, Texas.

 In
the public arena, the Company continues its diverse investment activities. These include the acquisition of oil and gas partnerships,
New York Stock Exchange gas trading company mini-tender offers, ATM ownership, cancer immunotherapy investment, equipment financing,
intellectual property investment, litigation financing, investment in a dispute resolution company, and discounted funding of annuity-like
fund flows. Most recently, from its new Texas base, the Company has signaled a substantial return to its energy roots, starting with
a tracking investment in five New York Stock Exchange energy companies in the oil and gas, coal, and uranium markets. These five energy company stock holdings had a current combined stock value that equaled approximately 40% of the
Company's market capitalization at December 31, 2023.

Operation – Facilities Operations Segment

 On October 4, 2023, we sold and completely divested our majority controlling
51% interest in Waste Consolidators Inc. ("WCI"), our facilities operations segment, that provides waste management and disposal
services, including waste consolidation, bulk item pickup, general property maintenance, and one-time clean-up services to business park
owners, governmental centers, and apartment complexes in Phoenix, Austin, San Antonio, Houston, and Dallas. Following the sale, the Company
received no new income from WCI and had no further involvement or continuing influence over its operations. WCI is now reported as a discontinued
operation. WCI has been a long-standing investment, but it no longer aligns with the Company's central business focus in the energy
sector. The proceeds from the sale of our WCI shares provided the Company with capital to seek out new business opportunities in the classic
energy space.

Partners, LLC

Partners, LLC ("Electrum") is a Nevada-based consulting, investment, and management company. On November 18, 2022,
Mentor received $459,990 from Electrum in a consolidated settlement of one equity, one recovery purchase, and two secured capital agreements.
See Note 10 to the consolidated financial statements.

IP, LLC

 On
April 18, 2016, the Company formed Mentor IP, LLC ("MCIP"), a South Dakota limited liability company and wholly owned subsidiary
of Mentor. MCIP held interests related to patent rights for an — 80% / 20% domestic and 50% / 50% foreign economic interest with
R. L. Larson for vape pens under the provisions of United States patent law and the Patent Cooperation Treaty of 1970, as
amended. Patent application and maintenance fees have been expensed when paid and there were no assets related to the MCIP patents represented
on the condensed consolidated financial statements at December 31, 2023 and December 31, 2022. On October 24, 2023, the Company divested
Mentor IP, LLC's intellectual property and licensing rights related to the United States and the Canadian patent associated with vape
pens. The Company received no payment for its divestment. Patent application national
phase maintenance fees were expensed when paid and there were no assets related to MCIP patents represented on the consolidated financial
statements at December 31, 2023 and 2022. Activity had been limited to payment of patent application maintenance fees in Canada.

 NeuCourt,
Inc.

 NeuCourt,
Inc. ("NeuCourt") is a Delaware corporation that is developing a technology that is expected to be useful to the dispute
resolution industry.

 On July 15, 2022, the Company and NeuCourt
entered into an Exchange Agreement whereby the Company's outstanding convertible promissory notes and accrued interest, in an
aggregate net amount of $83,755.99, was exchanged for a Simple Agreement for Future Equity ("SAFE") in equal face value. On
January 20, 2023, the Company and NeuCourt entered into a SAFE Purchase Agreement, increasing the Company's aggregate SAFE
Purchase Amount to $93,756. At December 31, 2023 and 2022, the SAFE Purchase Amount was $93,756 and $83,756, respectively. See Note
7.

 On
December 21, 2018, the Company purchased 500,000 shares of NeuCourt Common Stock, approximately 6.13% of the issued and outstanding NeuCourt
shares at December 31, 2023.

Partner I, LLC

Partner I, LLC ("Partner I") was reorganized under the laws of the State of Texas in February 2021. Partner I originally
held the contractual rights to lease payments from G FarmaLabs Limited ("G Farma"), and now the related settlement and
judgment. In 2018, Mentor contributed $996,000 of capital to Partner I to facilitate the purchase of manufacturing equipment to be
leased from Partner I by G Farma and related entities (collectively, the "G Farma Entities"), under a Master Equipment Lease Agreement dated January 16,
2018, as amended. Partner I acquired and delivered manufacturing equipment as selected by G Farma Entities under sales-type finance
leases. During the years ended December 31, 2023 and 2022, Mentor withdrew no capital from Partner I. Partner I did not have any
sales revenue for the years ended December 31, 2023 or 2022. There was no interest income recognized from Partner I finance leases
for the years ended December 31, 2023 and 2022. The finance leases resulting from this investment have been fully impaired as of
December 31, 2023 and 2022, due to circumstances described in Note 9 to the consolidated financial statements.

Partner II, LLC

Partner II, LLC ("Partner II") was reorganized under the laws of the State of Texas in February 2021. Partner II
originally held the contractual rights to lease payments from Pueblo West Organics, LLC ("Pueblo West") which was paid
off on September 28, 2022. On February 8, 2018, Mentor contributed $400,000 to Partner II to facilitate the purchase of
manufacturing equipment to be leased from Partner II by Pueblo West, under a Master Equipment
Lease Agreement, dated February 11, 2018. On March 12, 2019, Mentor agreed to use Partner II earnings of $61,368 to facilitate the
purchase of additional manufacturing equipment to Pueblo West under a Second Amendment to the lease. On September 27, 2022, Pueblo
West exercised its lease prepayment option and purchased the manufacturing equipment for $245,369. On September 28, 2022 Partner II
transferred full title to the equipment to Pueblo West. See Note 10 to the condensed consolidated financial statements. During the
years ended December 31, 2023 and 2022, Mentor withdrew capital of $0 and $326,893, respectively, from Partner II. During the year
ended December 31, 2023 and 2022, Partner II recognized finance revenue of $0 and $37,659, respectively. See Note 9.

 TWG,
LLC

 On
October 4, 2022, the Company formed TWG, LLC ("TWG"), a Texas limited liability company, as a wholly owned subsidiary of
Mentor in order to prepare to fulfill certain February 16, 2022 modification agreement performance obligations related to installment
payments the Company receives from a non-affiliated party.

 Overview

 The Company maintains a diverse and opportunistic acquisition focus. It
sold its former legacy investment in the former facilities operations segment and continues looking to expand into the classic energy
markets of oil, gas, coal, uranium, and related markets.

 The
Company continually works to identify potential acquisitions and investments. While evaluating whether an acquisition may be in the best
interests of the Company and its shareholders, no transaction will be announced until that transaction is certain.

 Competition

 We
face formidable competition in every aspect of our business. There are many companies that are interested in investing in target companies,
similar to our energy focus, and many of them are well-funded companies.

 Employees

and its subsidiaries combined have two full-time corporate office employees. After Mentor relocated its corporate office from San Diego,
California, to Plano, Texas in September 2020 it began working with outside professional consultants as needed. The corporate office
employees have relied heavily on outside CPA, payroll, tax, facilities, corporate counsel, and other professional support to provide
administrative support for its discontinued operation, MCIP, Partner I, Partner II, and TWG operations, and the energy sector.

 Prior
to its sale on October 4, 2023, our discontinued operation had approximately 66 full-time employees in Phoenix, Arizona, 19 full-time
employees in San Antonio and Austin, Texas, 2 full-time employees in Houston, Texas, and 2 full-time employees in Dallas, Texas.

 Available
Information About Registrant

 We
have voluntarily registered our securities under Section 12(g) of the Securities Exchange Act of 1934, and such registration became effective
January 19, 2015. Since that date, we have filed quarterly, annual, and current reports with the Securities and Exchange Commission ("SEC").

 The
SEC maintains an Internet site containing reports, proxy and information statements, and other information regarding issuers that file
electronically with the SEC at

 Our
periodic reports and other required disclosures are available at our company website located at: www. MentorCapital.com.

 Item
1A. Risk Factors.

 In
addition to other information in this Annual Report on Form 10-K, the following risk factors should be carefully considered in evaluating
our business since it operates in a highly challenging and complex business environment that involves numerous risks, some of which are
beyond our control. The following discussion highlights a few of these risk factors, any one of which may have a significant adverse
impact on our business, operating results, and financial condition.

 As
a result of the risk factors set forth below and elsewhere in this Form 10-K, and the risks discussed in our Rule 15c2-11, previous quarterly
reports on Form 10-Q, and other publicly disclosed submissions, actual results could differ materially from those projected in any forward-looking
statements.

 We
face significant risks, and the risks described below may not be the only risks we face. Additional risks that we do not know of or that
we currently consider immaterial may also impair our business operations. If any of the events or circumstances described in the following
risks actually occurs, our business, financial condition or results of operations could be harmed, and the trading price of our Common
Stock could decline.

 Variable
financial conditions can be challenging.

 Management
has noted challenging financial conditions. During the years ended December 31, 2023 and 2022, we experienced significant cash flows
challenges prior to our sale of our discontinued operation. Securing additional sources of financing to enable us to continue
investing in our target markets will be difficult, and there is no assurance of our ability to secure such financing. A failure to
obtain additional financing, or to continue to generate capital from the sale of operating businesses and assets, or to generate
positive cash flow from operations could prevent us from continuing to seek out and invest in new companies.

will continue to attempt to raise capital resources from both related and unrelated parties. Management's plans include monetizing
existing mature business projects and increasing revenues through acquisition, investment, and organic growth. Management anticipates
funding new activities by raising additional capital through the sale of equity securities and debt.

 A
failure to obtain financing could prevent us from executing our business plan.

 We
anticipate that current cash resources and opportunities will be sufficient for us to execute our business plan for five years after the
date these financial statements are issued. We believe that securing substantial additional sources of financing is possible, but there is no assurance of our
ability to secure such financing. A failure to obtain additional financing could prevent us from making necessary expenditures for advancement
and growth to partner with businesses and hire additional personnel. If we raise additional financing by selling equity, or convertible
debt securities, the relative equity ownership of our existing investors could be diluted, or the new investors could obtain terms more
favorable than previous investors. If we raise additional funds through debt financing, we could incur significant borrowing costs and
be subject to adverse consequences in the event of a default.

 Management
voluntarily transitioned to a fully reporting company and spends considerable time meeting the associated reporting obligations.

 Management
operated Mentor Capital, Inc. as a non-reporting public company for over 26 years and eight years ago voluntarily transitioned to
reporting company status subject to financial and other SEC-required disclosures. Prior to such voluntary transition, management had
not been required to prepare and make such required disclosures. As a reporting company, we may be subject to the Securities and
Exchange Act, as amended ("Exchange Act"), the Sarbanes-Oxley Act, the Dodd-Frank Act, and other securities rules and
regulations. If we were listed on an Exchange, we would be subject to the rules of the Exchange on which we were listed. The
Exchange Act requires, among other things, that we file annual, quarterly, and current reports with respect to our business and
operating activities. Preparing and filing periodic reports imposes a significant expense, time, and reporting burden on management.
This distraction can divert management from its operation of the business to the detriment of core operations.

 Investors
may suffer risk of dilution following exercise of warrants for cash.

 As
of December 31, 2023, the Company had 24,686,105 outstanding shares of its Common Stock trading at approximately $0.062. As of the same
date, the Company also had 4,250,000 outstanding Series D warrants exercisable for shares of Common Stock at $0.02 per share. These Series
D warrants do not have a cashless exercise feature. The Company anticipates that the warrants may be increasingly exercised anytime the
per share price of the Company's Common Stock is greater than $0.24 per share. Exercise of these Series D warrants may result in
immediate and potentially substantial dilution to current holders of the Company's Common Stock. In addition, the Company has 413,512
outstanding Series H warrants with a per share exercise price of $7.00 held by an investment bank and its affiliates. These $7.00 Series
H warrants include a cashless exercise feature. Current and future shareholders may suffer dilution of their investment and equity ownership
if any of the warrant holders elect to exercise their warrants.

 Beginning
on February 9, 2015, in accordance with Section 1145 of the United States Bankruptcy Code and in accordance with the Company's
court-approved Plan of Reorganization, the Company announced that it would allow for partial redemption of up to 1% per month of the
outstanding Series D warrants to provide for the court specified redemption mechanism for warrants not exercised timely by the original
holder or their estates. Company designees that apply during the redemption
period must pay 10 cents per warrant to redeem the warrants and then exercise the Series D warrant to purchase a share of the Company's
Common Stock. The 1% partial redemption
may continue to be periodically repeated according to the court formula until such unexercised warrants are exhausted
or the partial redemption is otherwise suspended or truncated by the Company. Existing shareholders may suffer dilution if any warrants
are exercised as a result of the Company's partial redemption offering. There were no warrant redemptions in 2023 or 2022.

 Our
business model is to partner with or acquire other companies.

 We
aim to find businesses whose products, managers, technology, or other factors we like and acquire or invest in those businesses.
While we are open to investing in a diverse portfolio of entities across the energy sector, there is no certainty that we will find
suitable partners or that we will be able to engage in transactions on advantageous terms with the partners we identify. There is
also no certainty that we will be able to consummate future transactions on favorable terms, or any new transaction at all. To date,
several of our acquisitions/investments have not turned out well for us.

 We
may have to work harder to introduce rigor in our transactions.

 Many
of the people and entities with whom we engage may not be used to operating in business transactions in a public environment. Therefore,
in order to discharge our fiduciary and disclosure obligations we may have to work harder to satisfy good business practices. Entities
and persons operating in private industry may be unaccustomed to entering into lengthy written agreements or keeping financial records
according to GAAP. Additionally, entities and persons with whom
we had engaged may not pay particular attention to the obligations including their obligations associated with employee retention tax
credit and economic injury disaster loan programs with which they have agreed in written contracts. We have experienced or may experience
differences of this manner with several different entities with whom we do business, including several entities which failed to comply
with common law contractual obligations, which led us into litigation and other legal remedies.

 We
depend on our key personnel and may have difficulty attracting and retaining the skilled staff and outside professionals we need to execute
our growth plans.

 Our
success will be dependent largely upon the personal efforts of our Chief Executive Officer, Chet Billingsley. The loss of Mr. Billingsley
could have a material adverse effect on our business and prospects. Currently, we have two full-time employees, and we substantially
rely on the services provided by outside professionals. To execute our plans, we will have to retain our current employees and work with
outside professionals that we believe will help us achieve our goals. Competition for recruiting and retaining highly skilled employees
with technical, management, marketing, sales, product development, and other specialized training is intense. We may not be successful
in employing and retaining such qualified personnel. Specifically, we may experience increased costs in order to retain skilled employees.
If we are unable to retain experienced employees and the services of outside professionals as needed, we may be unable to execute our
business plan.

 Founder
and CEO Chet Billingsley, along with other members of the Company's Board of Directors, have considerable control over the company
through their aggregate ownership of 14.23% of the outstanding shares of the Company's Common Stock on a fully diluted basis.

 As
of March 28, 2024, Mr. Billingsley owned approximately 7.51% of the outstanding shares of the Company's Common Stock on a fully
diluted basis. Together with other members of the Company's Board of Directors, the management of the Company owns approximately
14.23% of the outstanding shares of the Company's Common Stock on a fully diluted basis. Mr. Billingsley holds 47,274 Series D
warrants, exercisable at $0.02 per share. Robert Meyer, David Carlile, and Lori Stansfield, directors of the Company, hold an aggregate
of 631,455 Series D warrants exercisable at $0.02 per share. Due to the large number of shares of Common Stock owned by Mr. Billingsley
and the directors of the Company, management has considerable ability to exercise control over the Company and matters submitted for
shareholder approval, including the election of directors and approval of any merger, consolidation or sale of substantially all of the
assets of the Company. Additionally, due to his position as CEO and Chairman of the Board, Mr. Billingsley has the ability to control
the management and affairs of the Company. The Company's directors and Mr. Billingsley owe a fiduciary duty to our shareholders
and must act in good faith in a manner each reasonably believes to be in the best interests of our shareholders. As shareholders, Mr.
Billingsley and the other directors are entitled to vote their shares in their own interests, which may not always be in the interests
of our shareholders generally.

 There
is a limited market for our Common Stock.

 Our
Common Stock is not listed on any exchange and trades on the OTC Markets OTCQB system. As such, the market for our Common Stock is limited
and is not regulated by the rules and regulations of any exchange. Freely trading shares of even fully reporting OTCBQ
companies receive careful scrutiny by brokers who may require legal opinion letters, proof of consideration, medallion guarantees, or
expensive fee payments before accepting or declining share deposits. Further, the price of our Common Stock and its volume in the market
may be subject to wide fluctuations. Our stock price could decline regardless of our actual operating performance, and stockholders could
lose a substantial part of their investment as a result of industry or market-based fluctuations. Our stock may trade relatively thinly.
If a more active public market for our stock is not sustained, it may be difficult for stockholders to sell shares of our Common Stock.
Because we do not now pay cash dividends on our Common Stock, stockholders may not be able to receive a return on their shares unless
they are able to sell them. The market price of our Common Stock will likely fluctuate in response to a number of factors, including
but not limited to the following:

sales, sales cycle, and market acceptance or rejection of our affiliates' products;

our ability to engage with partners who are successful in selling products;

economic conditions within our markets;

the timing of announcements by us or our competitors of significant products, contracts or acquisitions or publicity regarding actual
or potential results or performance thereof;

domestic and international economic, business, and political conditions;

justified or unjustified adverse publicity; and

proper or improper third-party short sales or other manipulation of our stock.

 We
have a long business and corporate existence.

 We
began in Silicon Valley in 1985 as a limited partnership and operated as Mentor Capital, LP until we incorporated in California in 1994. We were privately owned until September 1996; at which time our Common Stock began trading on the
Over The Counter Pink Sheets. Our merger and acquisition and business development activities have spanned many business sectors, and
we went through a bankruptcy reorganization in 1998. In late 2015, we reincorporated under the laws of the State of Delaware. We have
operated in several different industries over our existence but do not have brand recognition within any one industry.

 General
Risk Factors

 Our
actual results could differ materially from those anticipated in our forward-looking statements.

 This
Form 10-K contains forward-looking statements within the meaning of the federal securities laws that relate to future events or future
financial performance. When used in this report, you can identify forward-looking statements by terminology such as "believes,"
"anticipates," "seeks," "looks," "hopes," "plans," "predicts,"
"expects," "estimates," "intends," "will," "continue," "may,"
"potential," "should" and similar expressions. These statements are only expressions of expectation. Our actual
results could, and likely will, differ materially from those anticipated in such forward-looking statements as a result of many factors,
including those set forth above and elsewhere in this report and including factors unanticipated by us and not included herein. Although
we believe that the expectations reflected in our forward-looking statements are reasonable, we cannot guarantee future results, levels
of activity, performance, or achievements. Neither we nor any other person assumes responsibility for the accuracy and completeness of
these statements. Accordingly, we caution readers not to place undue reliance on these statements. Where required by applicable law,
we will undertake to update any disclosures or forward-looking statements.

 If
we are unable to protect our intellectual property, our competitive position would be adversely affected.

 We
and our partners and subsidiaries intend to rely on patent protection, trademark and copyright law, trade secret protection and confidentiality
agreements with our employees and others to protect our intellectual property. Despite our precautions, unauthorized third parties may
copy our, and our affiliates' and partners', products and services or reverse engineer or obtain and use information that
we regard as proprietary. In addition, the laws of some foreign countries do not protect proprietary rights to the same extent as do
the laws of the United States. Our means of protecting our, and our affiliates' and partners', proprietary rights may not
be adequate, and third parties may infringe or misappropriate our, and our affiliates' and partners', patents, copyrights,
trademarks, and similar proprietary rights. If we, or our affiliates and partners, fail to protect intellectual property and proprietary
rights, our business, financial condition, and results of operations would suffer. We believe that neither we nor our affiliates and
partners infringe upon the proprietary rights of any third party, and no third party has asserted an infringement claim against us. It
is possible, however, that such a claim might be asserted successfully against us in the future. We may be forced to suspend our operations
to pay significant amounts to defend our rights, and a substantial amount of the attention of our management may be diverted from our
ongoing business, all of which would materially adversely affect our business.

 We
face rapid change.

 The
market for our partners' and subsidiaries' products and services is characterized by rapidly changing laws, technologies,
and the introduction of new products and services. We believe that our future success will depend in part upon our ability to invest
in companies that develop and enhance products and services offered in the energy
and dispute resolution industries. There can be no assurance that our partners and subsidiaries will be able to develop and introduce
new products and services or enhance initial products in a timely manner to satisfy customer needs, achieve market acceptance or address
technological changes in our target markets. Failure to develop products and services and introduce them successfully and in a timely
manner could adversely affect our competitive position, financial condition, and results of operations.

 If
we experience rapid growth, we will need to manage such growth well.

 We
may experience substantial growth in the size of our staff and the scope of our operations, resulting in increased responsibilities for
management. To manage this possible growth effectively, we will need to continue to improve our operational, financial and management
information systems, will possibly need to create departments that do not now exist, and hire, train, motivate and manage a growing number
of staff. Due to a competitive employment environment for qualified accounting, technical, marketing, and sales personnel, we expect
to experience difficulty in filling our needs for qualified personnel. There can be no assurance that we will be able to effectively
achieve or manage any future growth, and our failure to do so could delay product development cycles and market penetration or otherwise
have a material adverse effect on our financial condition and results of operations.

 We
could face product liability risks and may not have adequate insurance.

 Our
partners' and affiliates' products may be used for sensitive purposes. We may become the subject of litigation
alleging that our partners' and affiliates' products were ineffective or unsafe. Thus, we may become the target of lawsuits
from injured or disgruntled customers or other users. We intend to, but do not now, carry product and liability insurance, but in the
event that we are required to defend more than a few such actions, or in the event we are found liable in connection with such an action,
our business and operations may be severely and materially adversely affected.

 Failure
to maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 could have a material adverse
effect on our stock price.

 Section
404 of the Sarbanes-Oxley Act of 2002 and the related rules and regulations of the SEC require annual management assessments of the effectiveness
of our internal control over financial reporting. If we fail to adequately maintain compliance with, or maintain the adequacy of, our
internal control over financial reporting, as such standards are modified, supplemented or amended from time to time, we may not be able
to ensure that we can conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with
Section 404 of the Sarbanes-Oxley Act of 2002 and the related rules and regulations of the SEC. If we cannot favorably assess our internal
controls over financial reporting, investor confidence in the reliability of our financial reports may be adversely affected, which could
have a material adverse effect on our stock price.

 We
have indemnified our officers and directors.

 We
have indemnified our officers and directors against possible monetary liability to the maximum extent permitted under California and
Delaware law. The managers of Mentor Partner I, LLC, Mentor Partner II, LLC, and TWG, LLC have been indemnified to the maximum extent
permitted under Texas law.

 The
worldwide economy could impact the company in numerous ways.

 The
effects of negative worldwide economic events, such as the impact of inflation, interest rate increases, tariff increases, recession,
potential banking crises, cybersecurity risks, evolving and sophisticated cyber-attacks and other attempts to gain access to our information
technology systems, the outbreak of war in Ukraine, the Israel-Hamas war, product and labor shortages, increased risk to oil markets,
and a global economic slowdown may cause disruptions and extreme volatility in global financial markets, increased rates of default and
bankruptcy, political change, impact levels of consumer spending, and may impact our business, operating results, or financial condition.
The ongoing worldwide economic situation, future weakness in the credit markets, and significant liquidity problems for the financial
services industries may also impact our financial condition in a number of ways. For example, current or potential customers may delay
or decrease spending with us, or our partners and affiliates may not pay us, or our partners or affiliates may delay paying us or our
partners or affiliates for previously purchased products and services. Also, we may have difficulties in securing additional financing.

 Item
1B. Unresolved Staff Comments.

 None.

 Item
1C. Cybersecurity.

 We
have not experienced a material cybersecurity incident that has jeopardized the confidentiality, integrity, or availability of information
systems or information residing in such information systems as defined under 17 C.F.R. § 229.106(a). If such an incident were to
occur, we would work expeditiously to mitigate our damages as soon as such an incident is detected by implementing our risk management
and cybersecurity plan in concert with our established cybersecurity response team. A cybersecurity incident would be reported to the
Company's Chairman of the Board and our general counsel, who would determine whether such incident or event was material. If such
an incident or event is material, it would be reported to our Board of Directors and Audit Committee.

 The
Company maintains cybersecurity risk management, disaster readiness, and business continuity plans to anticipate potential threats
and mitigate the probability of cybersecurity risks by establishing alerts, preemptive measures, and cybersecurity response
protocols. We have set up information technology risk management alert programs that are routinely received and reviewed by
management and our information technology professionals. We have implemented protocols and procedures to protect the privacy,
safety, and security of our data and information technology. We routinely assess our cybersecurity risk while working in
consultation with our information technology professionals. In addition to alerts, our information technology professionals provide
risk management monitoring and support along with twenty-four-hour dedicated support for the Company. They possess expertise across
multiple industries, including support of Department of Defense contractors in the United States. The Company does not share
confidential information with third parties unless required by law. In such instances, the Company utilizes encryption methods to
protect confidential information. The Company ensures that such information is given to such third parties in a responsible manner
that would not disclose such confidential information to unintended recipients. Due to the nature of the Company's operations,
the instance of the Company's receipt of confidential information is minimal, infrequent, and immaterial.

 Our
cybersecurity disaster readiness plan is implemented and managed by our assistant corporate secretary, who reports to the Chairman of
the Board of Directors. Management oversees our cybersecurity risk and our disaster recovery and business continuity plan in order to
consider, mitigate, and plan for the preemption of cybersecurity risks that may arise. Our assistant corporate secretary was formerly
responsible for information technology, risk management, and cybersecurity at an Am Law 100 law firm in San Diego. She authored and implemented
the firm's disaster readiness and business continuity protocols and managed the firm's information technology operations
prior to her implementation of these similar risk management protocols at the Company in consultation with cybersecurity experts for
the purpose of mitigating the Company's risk and ensuring best practices. Our assistant corporation secretary is responsible for
reporting risks and incidents relating to cybersecurity threats, including compliance with disclosure requirements, to the Chairman of
the Board and our general counsel for consideration. The Chairman of the Board determines the necessity of discussing cyber risks. Material
incidents would be reported to the Board of Directors and the Audit Committee.

 The
Company's business strategy, results of operations, and financial condition have not been materially affected by risks from cybersecurity
threats, and we have not experienced any material cybersecurity incidents. Our ability to manage our cybersecurity risks does not allow
us to predict our cybersecurity vulnerability to ordinary, novel, or sophisticated cyber-attacks and cyber warfare threats in the future.
As a result, we cannot provide future assurances that we will not be materially affected by cybersecurity risks or material cybersecurity
incidents in the future. For more information on the risks that the Company faces, including cybersecurity-related risks, see our Item
1A Risk Factors section of this Annual Report on Form 10-K.

 Item
2. Properties.

rented 2,000 square feet of office space for $2,990 per month under a one-year lease in San Diego, California, which expired in September
2020. Mentor relocated to Plano, Texas, in September 2020 and now reimburses facilities costs of $2,456 per month to the property owners,
the Billingsley family. Reimbursable facilities costs have not increased since 2020. The Company does not pay rent. The Company's
San Diego rent and facilities costs formerly totaled $4,408 per month.

 MCIP,
Partner I, Partner II, and TWG office and administrative support are provided by Mentor in its Plano, Texas corporate offices.

 Our
discontinued operation and former facilities segment, Waste Consolidators, Inc. ("WCI"), managed our former Arizona and Texas
operations from Phoenix, Arizona, where it leased 5,603 square feet of office and warehouse space pursuant to a Multi-Lessee Industrial
Net Lease effected September 15, 2022, for an initial lease term of sixty-one months commencing on October 1, 2022. The monthly base
rent was $5,603 for the period October 1, 2022, to September 30, 2023. On October 1, 2022, our discontinued operation also paid its monthly
 pro rata share (3.89% of total rental square footage estimated at $1,289 per month or $0.23 per square foot per month) of the
annual common area operating expenses and common area improvements incurred by the landlord. Previously, our discontinued operation managed
its Arizona and Texas business from Tempe, Arizona, where it leased approximately 3,000 square feet of office and warehouse space for
$2,200 per month under an operating lease that expired in January 2021 and was amended February 18, 2021, to extend the lease through
February 2023. The monthly rent under the extended lease was $2,350 per month for the first year of the lease and $2,500 per month for
the second year of the lease. On January 1, 2022, our discontinued operation also paid its monthly pro rata share (1.90% of total
rentable square footage) of the common area operating expenses increase over the common area operating expenses incurred by the landlord
in the calendar year 2021. On October 4, 2023, the Company sold its 51% equity interest in WCI. See Note 3.

 Item
3. Legal Proceedings.

 G
FarmaLabs Limited

 On
August 27, 2021, the Company and Mentor Partner I settled certain litigation with G FarmaLabs Limited, a Nevada corporation, and certain
of its affiliates (the "G Farma Settlors"). The G Farma Settlors partially performed, and then breached, the Settlement Agreement.

 Consequently, in February 2023, the Company and Mentor Partner I filed
a Request for Entry of Judgment seeking entry of a stipulated judgment against the G Farma Settlors for (1) the remaining unpaid settlement
amount of $494,450 promised, all accrued and unpaid interest thereon, and an additional $2,000,000 principal amount as agreed in the Settlement
Agreement, (2) the Company's incurred costs, and (3) attorneys' fees paid by the Company to obtain the judgment. On July 11,
2023, the Court entered judgment against the G Farma Settlors and in favor of Mentor and Partner I in the amount of $2,539,597, which
is comprised of $2,494,450 principal (calculated as the aggregate settlement amount, less payments made by the G Farma Settlors, plus
the default addition) plus accrued and unpaid interest of $40,219, costs of $1,643, and attorneys' fees of $3,285 incurred by Mentor
and Mentor Partner I in connection with obtaining the judgment. The judgment also accrues post-judgment interest at the rate of 10% from
July 11, 2023, until such time as the judgment is paid in full.

 The
Company has retained the reserve on the unpaid notes receivable balance and collections of the unpaid lease receivable balance due to
the long history of uncertain payments from G Farma and the G Farma Settlors. Payments recovered will be reported as Other income in
the consolidated income statements. The $2,539,597 judgment and interest receivable of $120,370 for the twelve months ended December
31, 2023, is fully reserved pending the outcome of the Company's collection process. See Notes 8, 9, and 18 to this Annual Report
and Notes 8, 9, and 20 to the Company's Annual Report for the period ended December 31, 2022, on Form 10-K filed with the Securities
and Exchange Commission on March 28, 2023. We will continue to pursue collection from the G Farma Settlors over time.

 Item
4. Mine Safety Disclosures.

 Not
applicable.

 PART
II

 Item
5. Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities.

 Our
shares of Common Stock are traded on the Over-The-Counter OTCQB The Venture Market ("OTCQB") under the symbol "MNTR".

 The
following table sets forth, for the periods indicated, the high and low sales prices for our Common Stock as reported on the OTC Markets.
This information reflects inter-dealer prices without retail mark-up, markdown, or commission and may not represent actual transactions.

 High

 Low

 Quarter Ended December 31, 2023

 $
 0.081

 $
 0.044

 Quarter Ended September 30, 2023

 $
 0.041

 $
 0.041

 Quarter Ended June 30, 2023

 $
 0.032

 $
 0.024

 Quarter Ended March 31, 2023

 $
 0.036

 $
 0.031

 Quarter Ended December 31, 2022

 $
 0.060

 $
 0.037

 Quarter Ended September 30, 2022

 $
 0.085

 $
 0.030

 Quarter Ended June 30, 2022

 $
 0.060

 $
 0.035

 Quarter Ended March 31, 2022

 $
 0.041

 $
 0.064

 Quarter Ended December 31, 2021

 $
 0.105

 $
 0.050

 Holders

 As
of December 31, 2023, there were approximately 6,185 registered holders of record of our Common Stock. As of December 31, 2023, we had
a total of 24,686,105 shares of Common Stock issued and outstanding, 11 shares of Series Q Preferred Stock issued and outstanding, 4,250,000
Series D warrants outstanding, which are exercisable for 4,250,000 shares of Common Stock, and 413,512 Series H warrants outstanding
which are exercisable for 413,512 shares of Common Stock.

 Dividend
Policy

 We have not declared or paid cash dividends or made distributions in the
past although we may pay cash dividends or make distributions in the future on preferred and common shares.

 Issuer
Purchases of Equity Securities

 On
August 8, 2014, the Company announced that it was initiating the repurchase of 300,000 shares of its Common Stock (approximately 2%
of the Company's common shares outstanding at that time). A total of 44,748 shares were repurchased between August 8, 2014 and
September 9, 2015. As of December 31, 2023, and 2022, 300,000 and 44,748 shares have been repurchased, respectively and a total of
300,000 shares have been retired. From January 1, 2023 to December 31, 2023, Mentor repurchased the following shares of Common
Stock:

 Period

 Total
 number of shares purchased

 Average
 price paid per share

 Total
 number of shares purchased as part of publicly announced plans or programs

 Maximum
 number (or approximate dollar value) of shares that may yet be purchased under the plans or programs

 January 1 through January 31, 2023

 N/A

 February 1 through February 29, 2023

 N/A

 March

 N/A

 April 1 through April 30, 2023

 N/A

 May 1 through May 31, 2023

 N/A

 June 1 through June 30, 2023

 22,400

 $
 0.027

 67,148

 232,852

 July 1 through July 31, 2023

 232,852

 0.029

 August 1 through August 31, 2023

 N/A

 September 1 through September 30, 2023

 N/A

 October 1 through October 31, 2023

 N/A

 $
 200,000
 (1)

 November 1 through November 30, 2023

 N/A

 $
 200,000
 (1)

 December 1 through December 31, 2023

 N/A

 $
 200,000
 (1)

 TOTAL

 $
 0.029

 $
 200,000
 (1)

 (1)
On October 14, 2023, the Board of Directors of the Company approved a stock repurchase plan for a total repurchase amount not to
exceed $200,000.

 On October 14, 2023, the Board of Directors of the Company approved a stock
repurchase plan authorizing the Company to repurchase up to 3,000,000 shares of the Company's common stock at no more than 12.5
cents per share for a total repurchase amount not to exceed $200,000. As of December 31, 2023, no shares have been repurchased.

 Equity
Compensation Plan

does not currently have an equity compensation plan in place and does not intend to create such a plan in the near future.

 Recent
Sales of Unregistered Securities

 On December 14, 2023, our Chief Executive Officer, Chet Billingsley, exercised
2,000,000 Series D warrants at $0.02 per share. Mr. Billingsley paid the Company $40,000 in cash. This increased Mr. Billingsley's
share ownership by 2,000,000 common shares, increased the Company's outstanding shares of common stock to 24,686,105, and decreased
the Company's outstanding Series D warrants to 4,250,000.

 On January 11, 2022,
our Chief Executive Officer, Chet Billingsley, exercised 87,456 Series B warrants and 2,954 Series D warrants at $0.11 per share and $1.60 per share, respectively.
Mr. Billingsley paid the Company $14,347 in cash.

 The sale of 2,000,000 and 90,410 shares of common stock through the exercise
of Series B and Series D warrants were made in reliance on 11 U.S.C. § 1145 and Section 3(a)(7) of the Securities Act of 1933, as
amended.

 Other
than as stated above, there have been no other unregistered securities sold within the past three years.

 Item
6. [Reserved]

 Item
7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

 The
following discussion of our financial condition and results of operations for the years ended December 31, 2023, and 2022 should be read
in conjunction with the financial statements and the notes to those statements that are included elsewhere in this Annual Report on Form
10-K.

 We sold our majority ownership interest in Waste Consolidators, Inc. ("WCI")
on October 4, 2023, resulting in the elimination of our facilities operations segment at that time. Following the sale, the Company received
no new income from WCI and had no further involvement or continuing influence over its operations. Accordingly, the results of operations
and assets and liabilities for this segment are excluded from the Company's continuing operations on December 31, 2023, and for
all prior periods of comparison and are presented as a discontinued operation in this report.

 Corporate
Background

 Beginning
September 2008, after the name change back to Mentor Capital, Inc., the Company's common stock traded publicly under the trading
symbol OTC Markets: MNTR and after February 9, 2015, as OTCQB: MNTR and after August 6, 2018, under the trading symbol OTCQX: MNTR and
after May 1, 2020, under the trading symbol OTCQB: MNTR.

 In 2009, the Company began focusing its investing activities on leading-edge
cancer companies. In response to government limitations on reimbursement for highly technical and expensive cancer treatments and a resulting
business decline in the cancer immunotherapy sector, the Company decided to exit that space. In the summer of 2013, the Company was asked
to consider investing in a cancer-related project with a medical marijuana focus. On August 29, 2013, the Company decided to focus its
next round of investments in the cannabis sector. In late 2019, the Company expanded its target industry focus which now prioritizes the
oil, gas, coal, uranium, and related businesses. In September 2020, the Company moved its corporate office to Plano, Texas.

 Acquisitions
and investments

Operation - Waste Consolidators, Inc.

 In 2003, the Company purchased a 50% interest in Waste Consolidators, Inc.,
a facilities operation company that comprised our facilities operation segment ("WCI"), and increased its ownership stake
in WCI by 1% in 2014. Since January 1, 2014, our controlling interest investment in WCI included a facilities operations segment, which
provides waste management and disposal services to business park owners, governmental centers, and apartment complexes in Phoenix, Austin,
San Antonio, Houston, and Dallas. We sold the entirety of our majority ownership interest in WCI on October 4, 2023. The sale proceeds
support the Company's focus on investment opportunities in the classic energy space available in the state of Texas, increasing
our liquidity and capitalizing on the long-standing experience of our Chief Executive Officer in this sector. Following the sale, the
Company received no new income from WCI and had no further involvement or continuing influence over its operations. The sale of WCI resulted
in the elimination of our facilities operations segment at that time. Accordingly, the results of operations and assets and liabilities
for our facilities operations segment are excluded from the Company's continuing operations on December 31, 2023, and for all prior
periods of comparison, and WCI is presented as a discontinued operation. See Note 3 to the consolidated financial statements.

Partners, LLC

Partners, LLC ("Electrum") is a Nevada-based consulting, investment, and management company. On November 18, 2022,
Mentor received $459,990 from Electrum in a consolidated settlement of one equity, one recovery purchase, and two secured capital agreements.
See Note 10 to the consolidated financial statements.

IP, LLC

 On
April 18, 2016, the Company formed Mentor IP, LLC ("MCIP"), a South Dakota limited liability company and wholly owned subsidiary
of Mentor. MCIP held interests related to patent rights for an — 80% / 20% domestic and 50% / 50% foreign economic interest with
R. L. Larson for vape pens under the provisions of United States patent law and the Patent Cooperation Treaty of 1970, as
amended. Patent application and maintenance fees have been expensed when paid, and there were no assets related to the MCIP patents represented
on the condensed consolidated financial statements at December 31, 2023 and December 31, 2022. On October 24, 2023, the Company divested
MCIP's intellectual property and licensing rights related to the United States and the Canadian patent associated with vape
pens. The Company received no payment for its divestment. Patent application national
phase maintenance fees were expensed when paid, and there were no assets related to MCIP patents represented on the consolidated financial
statements at December 31, 2023 and 2022. Activity had been limited to payment of patent application maintenance fees in Canada.

 NeuCourt,
Inc.

 NeuCourt,
Inc. ("NeuCourt") is a Delaware corporation that is developing a technology that is expected to be useful to the dispute
resolution industry.

 On
July 15, 2022, the Company and NeuCourt entered into an Exchange Agreement whereby the Company's outstanding convertible promissory
notes and accrued interest, in an aggregate amount of $86,030, was exchanged for a Simple Agreement for Future Equity ("SAFE")
in equal face value. On July 22, 2022, the Company sold $989 of the SAFE Purchase Amount to a third party. On August 1, 2022, the Company
sold an additional $1,285 of the SAFE Purchase Amount to a third party, thereby reducing the outstanding aggregate SAFE Purchase Amount
to $83,756.

 On
January 20, 2023, the Company and NeuCourt entered into a SAFE Purchase Agreement, whereby the Company purchased an additional SAFE at
face value of $10,000, increasing the Company's aggregate SAFE Purchase Amount to $93,756. At December 31, 2023 and 2022, the SAFE
Purchase Amount was $93,756 and $83,756, respectively. See Note 8.

 On
December 21, 2018, the Company purchased 500,000 shares of NeuCourt Common Stock, approximately 6.13% of the issued and outstanding NeuCourt
shares at December 31, 2023.

 If,
prior to termination, conversion, or expiration of the SAFE, NeuCourt sells a series of preferred stock ("Equity Preferred Stock")
to investors in an equity financing raising not less than $500,000, Mentor's SAFE shall be converted into shares equal to the Purchase
Amount divided by the lessor of (x) the price per share of the Equity Preferred Stock multiplied by the Discount Rate and (y) the price
per share equal to the Valuation Cap divided by the number of outstanding shares of NeuCourt on a fully diluted, as-converted basis ("Conversion
Shares"). The Conversion Shares shall consist of (a) the number of shares of Equity Preferred Stock equal to the Purchase Amount
divided by the price per share of the Equity Preferred Stock ("Preferred Stock") and (b) the number of shares of common stock
equal to the Conversion Shares minus the Preferred Stock.

 The
SAFE will expire and terminate upon the earlier to occur of (i) conversion and (ii) repayment. The SAFE may be repaid by NeuCourt
upon sixty (60) days prior notice ("Repayment Notice") to the Company unless the Company elects during that period to
convert the SAFE.

 If
NeuCourt does not close an equity financing round raising $500,000 or more prior to expiration or termination of the SAFE, the Company
may elect to convert the SAFE into the number of shares of a to-be-created series of preferred stock equal to the (x) Purchase Amount
divided by (y) the Valuation Cap divided by the number of outstanding shares of NeuCourt on a fully diluted, as-converted basis ("Default
Conversion"). Additionally, if NeuCourt experiences a change of control, initial public offering, ceases operations, or enters
into a general assignment for the benefit of its creditors, prior to conversion, termination, or expiration of the SAFE, the Company
will receive the greater of (a) a cash payment equal to the Purchase Amount and (b) the value of the shares issuable on Default Conversion.

 G
FarmaLabs Limited

 On
March 17, 2017, the Company entered into a Notes Purchase Agreement with G FarmaLabs Limited, a Nevada corporation ("G Farma").
Under the Agreement, the Company purchased two secured promissory notes from G Farma in an aggregate principal face amount of $500,000.
Since the initial investment, the Company made several additional investments in G Farma. Addenda II through VIII increased the aggregate
investment amount to $1,110,000. G Farma has not made scheduled payments on the notes receivable since February 19, 2019. See Note 9
to the consolidated financial statements.

 On
September 6, 2018, the Company entered into an Equity Purchase and Issuance Agreement with G FarmaLabs Limited, G FarmaLabs DHS, LLC,
GFBrands, Inc., Finka Distribution, Inc., and G FarmaLabs, WA, LLC under which Mentor was supposed to receive equity interests in the
G Farma Equity Entities and their affiliates (together the "G Farma Equity Entities") equal to 3.75% of the G Farma Equity
Entities interests. On March 4, 2019, Addendum VIII increased the G Farma Equity Entities' equity interest to which Mentor is immediately
entitled to 3.843% and added Goya Ventures, LLC as a G Farma Equity Entity. We have fully impaired the equity investment with these
entities, formerly valued at $41,600. See Note 9 to the consolidated financial statements.

 On
February 22, 2019, the City of Corona Building Department closed access to G Farma's corporate location; the Company was not informed
by G Farma of this incident until March 14, 2019. On April 24, 2019, the Company was notified that certain G Farma assets at its corporate
location, including approximately $427,804 of equipment leased by G Farma Entities from Mentor Partner I, LLC, under a Master Equipment
Lease Agreement, were impounded by the Corona Police, see further description under Mentor Partner I, LLC, below, and Note 9 to the consolidated
financial statements.

 This
event severely impacted G Farma's ability to pay amounts due the Company in the future and led the Company, in the quarter ended
March 31, 2019, to fully impair G Farma notes receivable of $1,045,051 and fully impair the Company's 3.843% equity interest in
G Farma Equity Entities, formerly valued at $41,600. See Note 9 to the consolidated financial statements.

 Following the initiation of an action against the
G Farma Lease Entities and their guarantors (collectively, the "G Farma Entities") in California Superior Court for Marin
County, the Company and Mentor Partner I and the G Farma Entities entered into a settlement agreement on August 27, 2021, whereby the
G Farma Entities were to pay the Company an aggregate of $500,000. The G Farma Entities made a handful of payments and then ceased the
performance of their settlement obligations.

 In February 2023, the Company and Mentor Partner I sought entry of a stipulated
judgment against the G Farma Entities. On July 11, 2023, the Court entered judgment against the G Farma Entities and in favor of Mentor
and Partner I in the amount of $2,539,597, which is comprised of $2,494,450 of principal (calculated as the aggregate settlement amount,
less payments made by the G Farma Entities, plus an additional $2,000,000 in default principal) plus accrued and unpaid interest of $40,219,
costs of $1,643, and attorneys' fees of $3,285 incurred by Mentor and Mentor Partner I in connection with obtaining the judgment.
The judgment also accrues post-judgment interest at the rate of 10% from July 11, 2023 until such time as the judgment is paid in full.

 The
Company has retained the full reserve on the unpaid notes receivable balance and collections of the unpaid lease receivable balance
due to the long history of uncertain payments from G Farma and the G Farma Settlors. Payments from G Farma and G Farma Settlors will
be recognized in Other Income as they are received. Recovery payments of $0 and $3,550 were included in other income in the
consolidated financial statements for the year ended December 31, 2023 and 2022, respectively. No payments have been received from
the G Farma Entities since October 11, 2022. The $2,539,597 judgment and interest receivable of $120,370 at December 31, 2023 is
fully reserved pending the outcome of the Company's collection process. See Notes 9, 10, and 21.

Partner I, LLC

Partner I, LLC ("Partner I") was reorganized as a limited liability company under the laws of the State of Texas as of February
17, 2021. Partner I was formed as a wholly owned subsidiary of Mentor for the purpose of acquisition and investment. In 2018, Mentor
contributed $996,000 of capital to Partner I to facilitate the purchase of manufacturing equipment to be leased from Partner I by G FarmaLabs
Limited ("G Farma") under a Master Equipment Lease Agreement dated January 16, 2018, as amended. During the years ended December
31, 2023 and 2022, Mentor withdrew no capital from Partner I. Partner I acquired and delivered manufacturing equipment as selected by
G Farma and its related entities under sales-type finance leases. Partner I did not have any equipment sales revenue for the years ended December 31,
2023 or 2022.

 In
2020, the Company repossessed leased equipment under G Farma's control with a cost of $622,670 and sold it to the highest offerors
for net proceeds of $348,734 after shipping and delivery costs. Net sales proceeds were applied against the finance lease receivable.

 On
July 11, 2023, the Court entered judgment against the G Farma Entities in favor of Mentor and Partner I in the amount of $2,539,597.
The judgment also accrues post-judgment interest at the rate of 10% from July 11, 2023 until such time as the judgment is paid in full.
Collection is uncertain at this time. The remaining finance lease receivable balance is fully impaired at December 31, 2023 and 2022.
See Note 9 and 18 to the consolidated financial statements.

Partner II, LLC

Partner II, LLC ("Partner II") was reorganized as a limited liability company under the laws of the State of Texas on February
17, 2021. The entity was originally organized as a limited liability company under the laws of the State of California on February 1,
2018. Partner II was formed as a wholly owned subsidiary of Mentor for the purpose of investing and acquisition. On February 8, 2018,
Mentor contributed $400,000 to Partner II to facilitate the purchase of manufacturing equipment to be leased from Partner II by Pueblo
West under a Master Equipment Lease Agreement dated February 11, 2018, as amended. On March 12, 2019, Mentor agreed to use Partner II
earnings of $61,368 to facilitate the purchase of additional manufacturing equipment leased to Pueblo West under a Second Amendment to
the lease. On September 27, 2022, Pueblo West exercised its lease prepayment option and purchased the manufacturing equipment for $245,369.
On September 28, 2022 Partner II transferred full title to the equipment to Pueblo West See Note 9 to the consolidated financial statements.
During the years ended December 31, 2023 and 2022, Mentor withdrew capital of $0 and $326,893, respectively, from Partner II.

 TWG,
LLC

 On
October 4, 2022, the Company formed TWG, LLC ("TWG"), a Texas limited liability company, as a wholly owned subsidiary of
Mentor in order to prepare to fulfill certain February 16, 2022 modification agreement performance obligations related to installment
payments the Company receives from a non-affiliated party.

 Ally
Waste Services, LLC

 On October 4, 2023, in connection with the sale of the Company's
51% ownership interest in WCI, the Company received a one-year unsecured, subordinated, promissory note in initial principal face amount
of $1,000,000 from Ally Waste Services, LLC ("Ally") at 6% per annum. The note is recorded at the principal face amount of
$1,000,000 plus accrued interest of $15,000 and $0 at December 31, 2023 and 2022, respectively. The note is unsecured, subordinated, and
junior in right of payment of the indebtedness of borrowed money and obligations of Ally owed to senior lenders. Subject to the terms
of agreements with senior lenders, the note principal plus accrued interest is payable on October 4, 2024. Ally's failure to pay
the principal and accrued interest on October 4, 2024, among other enumerated events of default, will result in the interest rate retroactively
increasing to 12% per annum. The note may be set off against any indemnification obligations owed by the Company to Ally, which indemnification
obligations are secondary to indemnification obligations owed by the other WCI selling shareholder to Ally. The Company has received assurances
from Ally that the note will be paid, so management has not impaired the note receivable. If management is given any indication from Ally
or the other WCI selling shareholder that collection is uncertain, the Company will impair the note receivable at such time. See Note
5.

 Liquidity
and Capital Resources

 The
Company's future success is dependent upon its ability to make a return on our investments to generate positive cash flow and to
obtain sufficient capital from non-portfolio-related sources. The Company currently has enough cash to effectuate its business plans
for the next five years. Management believes they can raise the appropriate funds needed to support their business plan and develop an
operating, cash-flow-positive company.

 Critical
Accounting Policies

 Basis
of presentation

 The
accompanying consolidated financial statements and related notes include the activity of majority-owned subsidiaries of 51% or more.
The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States
of America ("GAAP"). Significant intercompany balances and transactions have been eliminated in consolidation.

 Certain
amounts from the prior year have been reclassified to conform with the current year's presentation.

 As
shown in the accompanying financial statements, the Company has a significant accumulated deficit of ($8,187,807) as of December 31,
2023.

 Ongoing
capital formation

 The
Company may seek to recover unused funds, sell one or more investments that management has determined have significantly
appreciated, are at the end of their lifecycle or no longer fit within the Company's desired focus, or raise additional
capital to fund its acquisitions. The Company may also be required to raise additional capital to fund its operations and will
continue to attempt to raise capital resources from both related and unrelated parties until such time as the Company is able to
generate revenues sufficient to adequately execute its business plan. Additionally, the Company has 4,250,000 Series D warrants
outstanding in which the Company can effectively set the exercise price substantially below the current market price. Additionally,
the Company could reverse split the stock to raise the stock price above the warrant exercise price. The warrants are specifically
not affected and do not split with the shares in the event of a reverse split. These consolidated financial statements do not
include any adjustments that might result from the effect of a reverse stock split on the outstanding warrants. Management's
plans include increasing revenues through acquisition, investment, and organic growth. Management anticipates funding new activities
by raising additional capital through the sale of equity securities and debt.

 Segment
reporting

 The
Company has determined that there are currently two reportable segments: 1) the historic residual medical operations segment and 2)
the Company's energy segment.

 On
October 4, 2023, the Company's facilities operations segment was sold. Following the sale, the Company received no new income from WCI, and had no further involvement or continuing influence
over the operations of WCI. As a result, our facilities operations segment was deconsolidated
on the date of the sale, and our former facilities operations segment was reported as a discontinued operation. See Note 3.

 Use
of estimates

 The
preparation of our consolidated financial statements in conformity with GAAP requires management to make estimates, assumptions, and
judgments that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the
date of our consolidated financial statements, and the reported amount of revenues and expenses during the reporting period.

estimates relied upon in preparing these consolidated financial statements include revenue recognition, accounts and notes receivable
reserves, expected future cash flows used to evaluate the recoverability of long-lived assets, estimated fair values of long-lived assets
used to record impairment charges related to investments, goodwill, amortization periods, accrued expenses, and recoverability of the
Company's net deferred tax assets and any related valuation allowance.

 Although
the Company regularly assesses these estimates, actual results could differ materially from these estimates. Changes in estimates are
recorded in the period in which they become known. The Company bases its estimates on historical experience and various other assumptions
that it believes to be reasonable under the circumstances. Actual results may differ from management's estimates if past experience
or other assumptions do not turn out to be substantially accurate.

 Recent
Accounting Standards

 From
time to time, the FASB, or other standards-setting bodies issue new accounting pronouncements. Updates to the FASB Accounting Standard
Codifications ("ASCs") are communicated through the issuance of an Accounting Standards Update ("ASU"). Unless
otherwise discussed, we believe that the impact of recently issued guidance, whether adopted or to be adopted in the future, is not expected
to have a material impact on our consolidated financial statements upon adoption.

 Simplifying
the Accounting for Income Taxes – As of January 1, 2021, we adopted ASU No. 2019-12, Simplifying the Accounting for
Income Taxes, which is designed to simplify the accounting for income taxes by removing certain exceptions to the general principles
in Topic 740. ASU No. 2019-12 The adoption of this ASU did not have a material impact on the Company's consolidated financial statements.

 Concentrations
of cash

 The
Company maintains its cash and cash equivalents in bank deposit accounts, which at times may exceed federally insured limits. The Company
has not experienced any losses in such accounts, nor does the Company believe it is exposed to any significant credit risk on cash and
cash equivalents.

 Cash
and cash equivalents

 The
Company considers all short-term debt securities purchased with a maturity of three months or less to be cash equivalents. The Company
had no short-term debt securities as of December 31, 2023 and 2022.

 Accounts
receivable

 Accounts
receivable consist of trade accounts arising in the normal course of business and are classified as current assets and carried at original
invoice amounts less an estimate for doubtful receivables based on historical losses as a percent of revenue in conjunction with a review
of outstanding balances on a quarterly basis. The estimate of allowance for doubtful accounts is based on the Company's bad debt
experience, market conditions, and aging of accounts receivable, among other factors. If the financial condition of the Company's
customers deteriorates, resulting in the customer's inability to pay the Company's receivables as they come due, additional
allowances for doubtful accounts will be required. At December 31, 2023 and 2022, the Company had $0 allowance for doubtful receivables.

 Investments
in securities at fair value

in securities consists of debt and equity securities reported at fair value. Under ASU 2016-01, " Financial Instruments - Overall:
Recognition and Measurement of Financial Assets and Financial Liabilities," the Company elected to report changes in the fair
value of equity investment in realized investment gains (losses), net.

 Note
receivable

 The
Company has a one-year subordinated note receivable from Ally Waste Services, LLC that is recorded at the principal face amount of $1,000,000
plus accrued interest of $15,000 and $0 at December 31, 2023 and 2022, respectively. The note matures October 4, 2024, and bears interest
at 6% per annum from October 4, 2023, to October 4, 2024, at which time the note is due and payable to Mentor.

 Long
term investments

 The
Company's investments in entities where it is a minority owner and does not have the ability to exercise significant influence
are recorded at fair value if readily determinable. If the fair market value is not readily determinable, the investment is recorded
under the cost method. Under this method, the Company's share of the earnings or losses of such investee company is not included
in the Company's financial statements. The Company reviews the carrying value of its long-term investments for impairment each
reporting period.

leases receivable

 The
Company, through its subsidiaries, is the lessor of manufacturing equipment subject to leases under master leasing agreements. The leases
contain an element of dealer profit, and lessee bargain purchase options at prices substantially below the subject assets' estimated
residual values at the exercise date for the options. Consequently, the Company classified the leases as sales-type leases (the "finance
leases") for financial accounting purposes. For such finance leases, the Company reports the discounted present value of (i) future
minimum lease payments (including the bargain purchase option, if any) and (ii) any residual value not subject to a bargain purchase
option as a finance lease receivable on its balance sheet and accrues interest on the balance of the finance lease receivable based on
the interest rate inherent in the applicable lease over the term of the lease. For each finance lease, the Company recognized revenue
in an amount equal to the net investment in the lease and cost of sales equal to the net book value of the equipment at the inception
of the applicable lease.

 A
finance receivable is considered impaired, based on current information and events, if it is probable that we will be unable to collect
all amounts due according to contractual terms. Impaired finance receivables include finance receivables that have been restructured
and are troubled debt restructures. See Note 10.

 Credit
quality of notes receivable and finance leases receivable and credit loss reserve

 As
our notes receivable and finance leases receivable are limited in number, our management is able to analyze estimated credit loss reserves
based on a detailed analysis of each receivable as opposed to using portfolio-based metrics. Our management does not use a system of
assigning internal risk ratings to each of our receivables. Rather, each note receivable and finance lease receivable are analyzed quarterly
and categorized as either performing or non-performing based on certain factors including, but not limited to, financial results, satisfying
scheduled payments and compliance with financial covenants. A note receivable or finance lease receivable will be categorized as non-performing
when a borrower experiences financial difficulty and has failed to make scheduled payments. As part of the monitoring process we may
physically inspect the collateral or a borrower's facility and meet with a borrower's management to better understand such
borrower's financial performance and its future plans on an as-needed basis.

and equipment

and equipment are recorded at cost less accumulated depreciation. Depreciation is computed on the declining balance method over the
estimated useful lives of various classes of property. The estimated lives of the property and equipment are generally as follows:
computer equipment, three to five years; furniture and equipment, seven years; and vehicles and trailers, four to five years. Prior
to the sale of our discontinued operation, depreciation on vehicles used by the discontinued operation to service its customers is
included in cost of goods sold. All other depreciation is included in selling, general and administrative costs in the consolidated
income statements.

 Expenditures
for major renewals and improvements are capitalized, while minor replacements, maintenance, and repairs, which do not extend the asset
lives, are charged to operations as incurred. Upon sale or disposition, the cost and related accumulated depreciation are removed from
the accounts and any gain or loss is included in operations. The Company continually monitors events and changes in circumstances that
could indicate that the carrying balances of its property and equipment may not be recoverable in accordance with the provisions of ASC
360, "Property, Plant, and Equipment." When such events or changes in circumstances are present, the Company assesses
the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted
expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes
an impairment loss based on the excess of the carrying amount over the fair value of the assets. See Note 6.

 The
Company reviews intangible assets subject to amortization quarterly to determine if any adverse conditions exist or a change in circumstances
has occurred that would indicate impairment or a change in the remaining useful life. Conditions that may indicate impairment include,
but are not limited to, a significant adverse change in legal factors or business climate that could affect the value of an asset, a
product recall, or an adverse action or assessment by a regulator. If an impairment indicator exists, we test the intangible asset for
recoverability. For purposes of the recoverability test, we group our amortizable intangible assets with other assets and liabilities
at the lowest level of identifiable cash flows if the intangible asset does not generate cash flows independent of other assets and liabilities.
If the carrying value of the intangible asset (asset group) exceeds the undiscounted cash flows expected to result from the use and eventual
disposition of the intangible asset (asset group), the Company will write the carrying value down to the fair value in the period identified.

 Lessee
Leases

 We
determine whether an arrangement is a lease at inception. Lessee leases are classified as either finance leases or operating leases.
A lease is classified as a finance lease if any one of the following criteria are met: the lease transfers ownership of the asset by
the end of the lease term, the lease contains an option to purchase the asset that is reasonably certain to be exercised, the lease term
is for a major part of the remaining useful life of the asset or the present value of the lease payments equals or exceeds substantially
all of the fair value of the asset. A lease is classified as an operating lease if it does not meet any one of these criteria. Our operating
leases are comprised of office space leases, and office equipment. Fleet vehicle leases entered into prior to January 1, 2019, under
ASC 840 guidelines, are classified as operating leases. Fleet vehicle leases entered into beginning January 1, 2019, under ASC 842 guidelines,
are classified as finance leases. Our leases have remaining lease terms of 1 month to 48 months. Our fleet finance leases contain a residual
value guarantee which, based on past lease experience, is unlikely to result in a liability at the end of the lease. As most of our leases
do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date in
determining the present value of lease payments.

 Costs
associated with operating lease assets were recognized on a straight-line basis, over the term of the lease, within cost of goods sold
for vehicles used in direct servicing of discontinued operation customers and in operating expenses for costs associated with all other
operating leases. Finance lease assets were amortized within cost of goods sold for vehicles used in direct servicing of discontinued
operation customers and within operating expenses for all other finance lease assets, on a straight-line basis over the shorter of the
estimated useful lives of the assets or the lease term. The interest component of a finance lease is included in interest expense and
recognized using the effective interest method over the lease term. Our discontinued operation had agreements that contained both lease
and non-lease components. For vehicle fleet operating leases, we accounted for lease components together with non-lease components (e.g.,
maintenance fees).

 Long-lived
assets impairment assessment

 In
accordance with the FASB Accounting Standards Codification ("ASC") 350, " Intangibles - Goodwill and Other,"
we regularly review the carrying value of intangible and other long-lived assets for the existence of facts or circumstances, both internally
and externally, that suggest impairment. The carrying value and ultimate realization of these assets are dependent upon our estimates
of future earnings and benefits that we expect to generate from their use. If our expectations of future results and cash flows are significantly
diminished, intangible assets and other long-lived assets may be impaired, and the resulting charge to operations may be material. When
we determine that the carrying value of intangibles or other long-lived assets may not be recoverable based upon the existence of one
or more indicators of impairment, we use the projected undiscounted cash flow method to determine whether an impairment exists and then
measure the impairment using discounted cash flows.

of $1,324,142 for our discontinued operation was derived from consolidating our discontinued operation effective January 1, 2014,
and $102,040 of goodwill was derived from our initial acquisition of a 50% interest in such discontinued operation. In accordance
with ASC 350, "Intangibles-Goodwill and Other," goodwill and other intangible assets with indefinite lives were
no longer subject to amortization but were tested for impairment annually or whenever events or changes in circumstances indicated
that the asset might be impaired.

 The
Company reviews the goodwill allocated for possible impairment annually, and our policy is also to review goodwill whenever events or
changes in circumstances indicate that the carrying amount may not be recoverable. In the impairment test, the Company measured the recoverability
of goodwill by comparing a reporting unit's carrying amount, including goodwill, to the estimated fair value of the reporting unit.
If the carrying amount of a reporting unit is in excess of its fair value, the Company would recognize an impairment charge equal to
the amount in excess. To estimate the fair value, management used valuation techniques, which included the discounted value of estimated
future cash flows. The evaluation of impairment requires the Company to make assumptions about future cash flows over the life of the
asset being evaluated. These assumptions required significant judgment and were subject to change as future events and circumstances
changed, as actual results may differ from assumed and estimated amounts.

 Effective
October 4, 2023, the date of sale of our WCI interest, we met the criteria outlined in ASC Topic 205-20 "Discontinued
Operations," for our $1,426,182 goodwill to be reduced to $0 and the results of operations and assets and liabilities for
our facilities operations segment were excluded from our continuing operations and presented as a discontinued operation in our
consolidated financial statements. As a result, goodwill in the aggregate amount of $ 1,426,182 was reduced to $0. No goodwill is
reported in the Company's condensed consolidated balance sheets at December 31, 2023 and 2022.

 Revenue
recognition

 The
Company recognizes revenue in accordance with ASC 606, " Revenue from Contracts with Customers," and FASB ASC Topic
842, " Leases." Revenue is recognized net of allowances for returns and any taxes collected from customers, which are
subsequently remitted to government authorities.

 Our
discontinued operation worked with business park owners, governmental centers, and apartment complexes to reduce facilities-related costs.
Our discontinued operation performed monthly services pursuant to agreements with customers. Customer monthly service fees were based
on our discontinued operation's assessment of the amount and frequency of monthly services requested by a customer. Our discontinued
operation also provided additional services, such as apartment cleanout services, large item removals, or similar services, on an as-needed
basis at an agreed-upon rate as requested by customers. All services of our discontinued operation were invoiced and recognized as revenue
in the month the agreed-on services were performed.

 For
each finance lease, the Company recognized as a gain the amount equal to (i) the net investment in the finance lease less (ii) the net
book value of the equipment at the inception of the applicable lease. At lease inception, we capitalize the total minimum finance lease
payments receivable from the lessee, the estimated unguaranteed residual value of the equipment at lease termination, if any, and the
initial direct costs related to the lease, less unearned income. Unearned income is recognized as finance income over the term of the
lease using the effective interest rate method.

 The
Company, through its subsidiaries, is the lessor of manufacturing equipment subject to leases under master leasing agreements. The leases
contain an element of dealer profit and lessee bargain purchase options at prices substantially below the subject assets' estimated
residual values at the exercise date for the options. Consequently, the Company classified the leases as sales-type leases (the "finance
leases") for financial accounting purposes. For such finance leases, the Company reports the discounted present value of (i) future
minimum lease payments (including the bargain purchase option, if any) and (ii) any residual value not subject to a bargain purchase
option as a finance lease receivable on its balance sheet and accrues interest on the balance of the finance lease receivable based on
the interest rate inherent in the applicable lease over the term of the lease. For each finance lease, the Company recognized revenue
in an amount equal to the net investment in the lease and cost of sales equal to the net book value of the equipment at the inception
of the applicable lease.

 Basic
and diluted income (loss) per common share

 We
compute net income or loss per share in accordance with ASC 260, " Earnings Per Share." Under the provisions of ASC
260, basic net income or loss per share includes no dilution and is computed by dividing the net income or loss available to common stockholders
for the period by the weighted average number of shares of Common Stock outstanding during the period. Diluted net income or loss per
share takes into consideration shares of Common Stock outstanding (computed under basic net income or loss per share) and potentially
dilutive securities that are not anti-dilutive.

 There were 4,250,000 potentially dilutive outstanding warrants as of December 31, 2023 that on a treasury stock basis
had the dilutive effect of 2,887,821 common shares as of December 31, 2023. Outstanding warrants that had no effect on the computation
of the dilutive weighted average number of shares outstanding as their effect would be anti-dilutive were approximately 7,000,000 as of
December 31, 2022.

 Assumed
conversion of Series Q Preferred Stock into Common Stock would be anti-dilutive as of December 31, 2023 and 2022 and is not included
in calculating the diluted weighted average number of shares outstanding.

 Income
taxes

 The
Company accounts for income taxes in accordance with accounting guidance now codified as FASB ASC 740, " Income Taxes,"
which requires that the Company recognize deferred tax liabilities and assets based on the differences between the financial statement
carrying amounts and the tax bases of assets and liabilities, using enacted tax rates in effect in the years the differences are expected
to reverse. Deferred income tax benefit (expense) results from the change in net deferred tax assets or deferred tax liabilities. A valuation
allowance is recorded when it is more likely than not that some or all deferred tax assets will not be realized.

 The
Company applies the provisions of ASC 740, " Accounting for Uncertainty in Income Taxes. " The ASC prescribes a recognition
threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be
taken in a tax return. The ASC provides guidance on de-recognition, classification, interest, and penalties, accounting in interim periods,
disclosure, and transition. The Company utilizes a two-step approach to recognizing and measuring uncertain tax positions (tax contingencies).
The first step evaluates the tax position for recognition by determining if the weight of available evidence indicates it is more likely
than not that we will sustain the position on audit, including resolution of related appeals or litigation processes. The second step
measures the tax benefit as the largest amount of more than 50% likely of being realized upon ultimate settlement. The Company did not
identify any material uncertain tax positions on returns that have been filed or that will be filed. The Company did not recognize any
interest or penalties for unrecognized tax provisions during the years ended December 31, 2023 and 2022, nor were any interest or penalties
accrued as of December 31, 2023 and 2022. To the extent the Company may accrue interest and penalties, it elects to recognize accrued
interest and penalties related to unrecognized tax provisions as a component of income tax expense.

 Fair
value measurements

 The Company adopted ASC 820, " Fair Value
Measurement," which defines fair value as the exchange price that would be received to sell an asset or paid to transfer a liability
(an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants
on the measurement date. The valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs.

 The Fair Value Measurements and Disclosure Topic establishes
a fair value hierarchy, which prioritizes the valuation inputs into three broad levels. These three general valuation techniques that
may be used to measure fair value are as follows: Market approach (Level 1) – which uses prices and other relevant information generated
by market transactions involving identical or comparable assets or liabilities. Prices may be indicated by pricing guides, sale transactions,
market trades, or other sources. Cost approach (Level 2) – which is based on the amount that currently would be required to replace
the service capacity of an asset (replacement cost); and the Income approach (Level 3) – which uses valuation techniques to convert
future amounts to a single present amount based on current market expectations about the future amounts (including present value techniques,
and option-pricing models). Net present value is an income approach where a stream of expected cash flows is discounted at an appropriate
market interest rate.

 The carrying amounts of cash, accounts receivable,
prepaid expenses and other current assets, accounts payable, customer deposits, and other accrued liabilities approximate their fair value
due to the short-term nature of these instruments.

 The fair value of available-for-sale investment securities
is based on quoted market prices in active markets.

 The fair value of the investment in account receivable
is based on the net present value of calculated interest and principal payments. The carrying value approximates fair value as interest
rates charged are comparable to market rates for similar investments.

 The fair value of notes receivable is based on the
net present value of calculated interest and principal payments. The carrying value approximates fair value as interest rates charged
are comparable to market rates for similar notes.

 The fair value of long-term notes payable is based
on the net present value of calculated interest and principal payments. The carrying value of long-term debt approximates fair value due
to the fact that the interest rate on the debt is based on market rates.

 Results
 of Operations for the year ended December 31, 2023 compared to the year ended December 31,
 2022:

 Segregation
of Discontinued Operations

 On
October 4, 2023, the Company sold its majority ownership interest in WCI, resulting in the elimination of the Company's facilities
operations segment at the time of such sale. Following the sale, the Company received no new income from WCI, and had no further involvement
or continuing influence over the operations of WCI. Accordingly, the results of operations for this segment are excluded from the Company's
continuing operations at December 31, 2023 year, and the prior period of comparison, and the financial results are presented as a discontinued
operation in the Company's consolidated financial statements. See Note 3.

 Revenues

 We
had revenue of $0 and gross profit of $0 for the year ended December 31, 2023, versus revenue of $35,074 and gross profit of $35,074
for the year ended December 31, 2022, a decrease in revenue of $35,074 and a decrease in gross profit of $35,074. We formed Partner I
and Partner II for the purpose of specific equipment sales-type financing leases. Finance lease revenue was $0 in 2023 compared to $37,659
in 2022.

 Selling,
general, and administrative expenses

 Our
selling, general, and administrative expenses for the year ended December 31, 2023 was $1,775,210 compared to $495,400 for the year ended
December 31, 2022, an increase of $1,279,810. The increase was due to an increase of $22,182 in professional service fees, an increase
in board of directors fees of $19,250, an increase in officer salary and payroll tax expense of $46,346, an increase in employee salary
and payroll tax expense of $42,355, a one-time revaluation for unpaid officer salary of $453,865 to adjust for our officer's rate, a one-time revaluation of officer unpaid sick leave of $97,027 to adjust for our officer's hourly rate, a one-time revaluation
of officer vacation of $211,231 to adjust for our officer's hourly rate, a one-time revaluation of officer benefits of $331,658
to adjust for our officer's hourly rate, offset by a $26,360 decrease in costs to bill, a $2,479 decrease in payroll taxes, and
a $1,047 decrease in administrative expenses.

 Other
income and expense

 Other
income and expenses, net, totaled $4,863,129 for the year ended December 31, 2023, compared to ($145,016) for the year ended December
31, 2022, an increase of $5,008,145. The increase was due to the sale of our discontinued operations on which we recognized a $4,805,389
gain, plus a $16,055 increase in interest income, a $22,006 reduction of interest expense, and a $170,418 decrease of loss on investments,
offset by a $3,238 increase in other income expenses and a $2,484 increase in unrealized loss on investments.

 Net
results

 The
net result for the year ended December 31, 2023, was a net gain attributable to Mentor of $3,157,658 or $0.137 per Mentor common share
compared to a loss attributable to Mentor of $471,386 or ($0.021) per Mentor common share for the year ended December 31, 2022. The Company
will continue to look for acquisition opportunities to expand its portfolio, ideally with companies that are positive for operating revenue
or have the potential to become positive for operating revenue.

 Changes
in cash flows

 At
December 31, 2023, we had cash of $2,431,299 and working capital of $4,007,358. Operating cash outflows during 2023 were ($2,426,244),
inflows from investing activities were $5,585,595, and outflows from financing activities were ($1,984,763). We are evaluating various
options to raise additional funds, including loans. See discussion of cash flow changes under the next section, Liquidity, and Capital
Resources.

 Liquidity
and Capital Resources

 Since
our reorganization, we have raised capital through warrant holder exercise of warrants to purchase shares of Common Stock. At December
31, 2023, we had cash of $2,431,299 and working capital of $4,007,358. Operating cash outflows in the year ended December 31, 2023, were
($2,426,244), including $3,157,658 of net income loss, less net income for discontinued operations of ($77,899), plus depreciation and
amortization of $1,706, plus bad debt expense of $10,198, less amortization of discount on investment receivable of ($41,741), less gain
on the sale of our discontinued operation segment of ($4,805,389), plus loss on investments at fair value of $2,484, less accounts receivable
trade of ($11,398), less other receivables of ($15,000), plus prepaid expenses and current assets of $2,867, less accounts payable of
($4,383), plus accrued expenses of $72,089, less accrued salary, retirement, and benefits of related party of ($717,436).

 Net
cash inflows in 2023 from investing activities were $5,585,595, including ($649,847) purchase of investment securities, plus
$6,000,000 received from the sale of our discontinued facilities operation segment, plus $129,532 adjustment on
sale of our discontinued operation, less ($10,000) increase in long term investments, less ($2,291) purchases of property and
equipment, plus $118,201 proceeds from investment receivable.

 Net outflows from financing activities in 2023 were ($1,984,763), including
$40,000 received from the exercise of warrants, less ($1,000,000) increase in notes receivable, less ($1,016,879) warrant credit as a
reduction to additional paid in capital, less ($7,884) payments on the repurchase of stock.

 We
believe our existing available resources and opportunities will be sufficient to satisfy our funding requirements for five years.

 In addition, on February 9, 2015, in accordance with
Section 1145 of the United States Bankruptcy Code and the Company's court-approved Plan of Reorganization, the Company announced
a minimum 30-day partial redemption of up to 1% (approximately 90,000) of the already outstanding Series D warrants to provide for the
court specified redemption mechanism for warrants not exercised timely by the original holder or their estates. Company designees that
applied during the 30 days paid 10 cents per warrant to redeem the warrant and then exercised the Series D warrant to purchase a share.
In the Company's October 7, 2016 press release, Mentor stated that the 1% redemptions, which were formerly on a calendar month schedule,
would subsequently be initiated on a random date schedule after the prior 1% redemption is completed to prevent potential third-party
manipulation of share prices at month-end. The periodic partial redemptions may continue, at the Company's discretion, to be recalculated
and repeated until such unexercised warrants are exhausted or the partial redemption is otherwise truncated by the Company.

 There were no warrant redemptions in 2023 or 2022.

 Disclosure
About Off-Balance Sheet Arrangements

 We
do not have any transactions, agreements, or other contractual arrangements that constitute off-balance sheet arrangements.

 Item
7A. Quantitative and Qualitative Disclosures About Market Risk.

 As
a "smaller reporting company," as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information
called for by this item.

 Item
8. Financial Statements and Supplementary Data.

 MENTOR
CAPITAL, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

 Page

 Report
 of Independent Registered Public Accounting Firm (PCAOB ID: 5041)

 Financial
 Statements:

 Balance Sheets

 Income Statements

 Statements of Changes in Shareholders' Equity (Deficit)

 Statements of Cash Flows

 Notes

 Item
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

 There
have been no changes in or disagreements with accountants on accounting and financial disclosure.

 Item
9A. Controls and Procedures.

 (a)

 Evaluation
 of disclosure controls and procedures

 Management,
with the participation of our chief executive officer and principal financial officer, evaluated the effectiveness of our disclosure
controls and procedures pursuant to Rule 13a-15 under the Exchange Act. In designing and evaluating the disclosure controls and procedures,
management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance
of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that
there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls
and procedures relative to their costs.

 Based
on management's evaluation, our chief executive officer and principal financial officer concluded that, as of December 31, 2023,
our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance
that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized
and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to our
managers, including our consulting chief executive officer and principal financial officer, as appropriate, to allow timely decisions
regarding required disclosure.

 (b)

 Changes
 in internal control over financial reporting.

 We
regularly review our system of internal control over financial reporting and make changes to our processes and systems to improve controls
and increase efficiency while ensuring that we maintain an effective internal control environment. Changes may include such activities
as implementing new, more efficient systems, consolidating activities, and migrating processes.

 Effective
October 22, 2020, our former Chief Financial Officer agreed to provide services pursuant to a certain Contract Chief Financial Officer
Agreement; her consulting services relating to internal control remained similar until our new arrangement with a new firm, and she retains
her position as Treasurer of the Company's Board of Directors and she serves as a consultant CFO to the Company from time to time.
Since January 1, 2023, the Company has also obtained Chief Financial Officer and Certified Public Accountant services from a primary
consultant CPA who may consult with our former Chief Financial Officer and current Treasurer as needed; consulting services remained
similar to that of our former consultant CFO. There have been no other changes in internal control over financial reporting in the years
ended December 31, 2023 and 2022.

 (c)

 Management's
 report on internal control over financial reporting

 The
Company's management is responsible for establishing and maintaining adequate internal control over financial reporting, as such
term is defined in Rule 13a-15(f) of the Exchange Act. The Company's internal control system is designed to provide reasonable
assurance to the Company's management and Board of Directors regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with GAAP. The Company's internal control over financial reporting
includes those policies and procedures that:

Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of
the assets of the Company;

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with GAAP and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors
of the Company; and

Provide reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's
assets that could have a material effect on the financial statements.

 Because
of its inherent limitation, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness in future periods are subject to the risk that controls may become inadequate because of changes in conditions
or that the degree of compliance with the policies or procedures may deteriorate.

 Management,
with the participation of our chief executive officer and principal financial officer, conducted an evaluation of the effectiveness of
the Company's internal control over financial reporting required by Section 404 of the Sarbanes-Oxley Act of 2002 based on the
framework set forth in the Internal Control–Integrated Framework (2013) issued by the Committee of Sponsoring Organizations
of the Treadway Commission. Based on this evaluation, management concluded that our internal control over financial reporting was effective
as of December 31, 2023.

 Item
9B. Other Information.

 None

 Item
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

 Not
applicable.

 PART
III

 Item
10. Directors, Executive Officers, and Corporate Governance.

 Our
executive officers and directors, and their respective ages as of December 31, 2023, are as follows:

 Name

 Age

 Position

 Chet
 Billingsley

 President
 and Chief Executive Officer, Principal Financial Officer, and Chairman of the Board of Directors

 Lori
 Stansfield

 Treasurer
 and Director

 Robert
 B. Meyer

 Secretary
 and Director

 David
 G. Carlile

 and Audit Committee Chair

 Chet
Billingsley has been our Chief Executive Officer since 1994 and founded the private company, which was the predecessor of the Company,
in 1985. On May 6, 2017, Mr. Billingsley was appointed as a member of Mentor's Audit Committee. On March 24, 2022, Mr. Billingsley
resigned from Mentor's Audit Committee. On August 7, 2021, Mr. Billingsley was appointed as our Principal Financial Officer. On
behalf of the Company, Mr. Billingsley has conducted dozens of acquisitions and business financings during this period. He began investing
in 1979 and, as CEO, successfully completed the Series 65 examination. He was briefly a registered investment advisor with an affiliated
portfolio entity in 2010. He received his undergraduate education at West Point and a master's degree in Applied Physics from Harvard
University, concurrently studying at Harvard Business School and at MIT's Nuclear Engineering Department. Mr. Billingsley spent
his early career in the energy sector in a broad range of technologies, including coal, LNG, geothermal, and solar, plus the administration
of all technology contracts for the Department of Energy in Washington, DC. Mr. Billingsley worked at General Electric from January 1979
to June 1985, including General Electric's Nuclear Division. An avid business writer and promoter of ethical business
dealings, Mr. Billingsley wrote "In Defense of Business Ethics" in Management Today.

 Lori
J. Stansfield, CPA, served as our Chief Financial Officer between May 27, 2014 and May 14, 2021. On April 9, 2015, Lori was appointed
as a director and named our Treasurer. On October 22, 2020, in connection with the Company's relocation of its corporate headquarters
to Plano, Texas, Ms. Stansfield agreed to temporarily continue providing chief financial officer services to the Company as an independent
contractor and as our Chief Financial Officer. On May 17, 2021, Lori Stansfield's services as a contract chief financial officer
with Mentor concluded. Ms. Stansfield's departure from serving as Mentor's chief financial officer was amicable, and there
were no accounting disagreements. Additionally, from October 28, 2021 to November 15, 2022, Ms. Stansfield provided dedicated financial
oversight and support to the chief financial officer to assist with the Company's financial preparation and reporting obligations.
Since January 1, 2023, Ms. Stansfield's consulting role has been limited to providing transitional chief financial officer support
to the successor chief financial officer and chief principal accounting firm supporting the Company. Ms. Stansfield remains the Company's
Treasurer and director; she also continues to be a significant shareholder of the Company. Ms. Stansfield is also the Chief Financial
Officer of NeuCourt, Inc., an entity in which the Company has purchased convertible promissory notes and shares of common stock. In addition
to the services Ms. Stansfield provides to Mentor Capital, Inc., and her role as Chief Financial Officer of NeuCourt, Inc., Ms. Stansfield
currently serves as a consultant to various private and public companies. For six years prior to joining Mentor, Ms. Stansfield was Director
of Audit Services for Robert R. Redwitz & Co. in San Diego, California. She has taught, written about, managed, audited, and prepared
financial statements during the past thirty years. She graduated magna cum laude in accounting from the University of Colorado in Denver
and where she also received a master's degree in marketing. She is certified as a public accountant in both Colorado and California.
Ms. Stanfield has no affiliated or conflicting outside business interests.

 Robert
B. Meyer was named Secretary of the Board of Directors on April 9, 2015. He previously held a director position between January 11,
2000, and August 27, 2003, and later returned to this role on April 29, 2012. As the largest outside shareholder, Mr. Meyer has been
a senior professional voice in the Company's management for over 19 years. Mr. Meyer was the founder, publisher, and editor of
a business magazine, Barter News, which went into print in 1979. In 2003, he began a monthly newsletter called The Competitive
Edge. He was one of the first charter inductees of the International Reciprocal Trade Association's "Barter Hall of Fame,"
and he has twice addressed the American Countertrade Association, a prestigious organization of Major Fortune 500 companies that countertrades
in billions of dollars annually. As a business founder, Mr. Meyer brings his knowledge and business understanding to Board discussions.
Mr. Meyer is a former professional baseball player, playing in the major leagues with New York Yankees, Kansas City Athletics, Los Angeles
Angels, Seattle Pilots, and Milwaukee Brewers from 1960 - 1971. Mr. Meyer has no affiliated or conflicting outside business interests.

 David
G. Carlile was appointed as a director on April 14, 2017, and on May 6, 2017, he was appointed as a member of Mentor's Audit
Committee and named Audit Committee Chairman. He has served as a consultant and advisor to corporate and financial executives for over
35 years. From 1979 to 1996, Mr. Carlile served in several managerial roles at Atlantic Richfield Company, where he was involved in operations,
financial analysis, and acquisitions. Between 1996 and 2000, Mr. Carlile was Executive VP, Director, and General Manager of a division
of Savage Industries, Inc., where he was also involved with financial analysis and acquisitions. He has been the President of Carlile
Enterprises, Inc. for over 20 years, and he served as the Vice President of Marketing and Sales with Lighthouse Resources from 2012 through
May 2016. Mr. Carlile received his Bachelor of Science in Mining Geology from the Imperial College, University of London, in 1977. He
also received a master's degree in Mining Engineering from the University of Arizona in 1979. Mr. Carlile has no affiliated or
conflicting outside business interests.

Qualifications

 The
selection of directors is a complex and subjective process requiring consideration of many intangible factors. The Company believes that
candidates should generally meet the following criteria:

Significant historical or current Mentor share ownership;

Business founder and CEO experience;

Broad training, experience, and a successful track record at senior policy-making levels in business, government, education, technology,
accounting, law, consulting and/or administration;

The highest personal and professional ethics, integrity, and values;

Commitment to representing the long-term interests of the Company and all of its shareholders;

An inquisitive and objective perspective, strength of character, and the mature judgment essential to effective decision-making;

Expertise that is useful to the Company and complementary to the background and experience of other Board members; and

Sufficient time to devote to Board activities and to enhance their knowledge of our business, operations, and industry.

 The
Board believes that our current directors meet these criteria. The directors bring a strong and diversified background and set of essential
skills to the Board, as described above in the director descriptions.

 Term
of Office

 All
directors hold office until the next annual meeting of shareholders and until their respective successors are elected. Directors may
also be elected at any special meeting of shareholders held for that purpose. Nominees for the board of directors are presented by management.
Except for a vacancy created by the removal of a director, all vacancies in the Board of Directors, whether caused by resignation, death
or otherwise, may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director, and
each director so elected shall hold office until his successor is elected at an annual, regular or special meeting of the shareholders.
Vacancies created by the removal of a director may be filled only by approval of the shareholders. The shareholders may elect a director
at any time to fill any vacancy not filled by the directors.

 Certain
Legal Proceedings

 No
director, nominee for director, or executive officer of the Company has appeared as a party in any legal proceeding material to an evaluation
of his or her ability or integrity during the past ten years.

 Audit
Committee

 On
May 6, 2017, a resolution was unanimously adopted by the Board to create an audit committee, and the following board members were appointed
to serve on the committee: Stan Shaul, who was a former board member, David Carlile, and Chet Billingsley. It was further resolved that
David Carlile serve as the chairman of the Company's Audit Committee. On May 15, 2021, due to his employer's acquisition
by a prominent public company, Mr. Shaul tendered his resignation effective May 15, 2021. Due to the acquisition, Mr. Shaul was no longer
able to serve as a board member or audit committee member of Mentor Capital or any other public company. Due to his non-independent status,
effective with the filing date of Mentor's 2021 Annual Report on Form 10-K, April 15, 2021, Mr. Billingsley resigned as an Audit
Committee member. On March 19, 2022, the Board approved the Company's Audit Committee Charter and reappointed David Carlile to
serve as the Company's sole Audit Committee Member to be effective as of the filing date of Mentor's 2021 Form 10-K, April
15, 2021. Our Audit Committee Charter may be found on Mentor's website at

 Our
Audit Committee is responsible for, among other things, assisting the Board in fulfilling its general oversight responsibilities with
respect to the Company's accounting and financial disclosures, audits of the financial statements, internal controls, and audit
functions.

 As
part of the financial statement audit, the auditors are required to communicate with the Audit Committee in writing. The Audit Committee
discusses the audited financial statements with management.

 The
Audit Committee had one meeting in 2023 and one meeting in 2022. All members of the Audit Committee attended both meetings.

 Membership
of the Audit Committee

 The
Audit Committee shall be comprised of one to five directors as determined by the Board, of which a majority of the members shall satisfy
the independence requirements of Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended and all other regulatory requirements
applicable to the Company.

 David
Carlile, our sole audit committee member as of April 15, 2021, and Audit Committee Chair, is considered independent under the Audit Committee
Charter. Mr. Carlile understands fundamental financial statements, including the Company's balance sheet, income statement, and
cash flow statement. Mr. Carlile has a depth of experience advising private and public companies on mergers and acquisitions from a financial
perspective. He is an "audit committee financial expert" as defined under applicable SEC rules. Each Audit Committee member
shall continue to be a member as long as they remain directors and until their successors as committee members are elected and qualified
or until their earlier death, incapacity, resignation, or removal. Any member may be removed by the Board, with or without cause, and
for no cause, at any time. Vacancies on the Audit Committee may be filled by the Board.

 The
Audit Committee of Mentor Capital, Inc. has reviewed and discussed with management the Company's audited financial statements for
the year ended December 31, 2023. In addition, it has discussed with BF Borgers CPA PC the matters required by the applicable requirements
of the Public Company Accounting Oversight Board and the Commission. Also, the Audit Committee has received from BF Borgers CPA PC the
written disclosures required by the Independence Standards Board Standard No. 1 and has discussed with BF Borgers CPA PC its independence
from the Company. Based upon this information and these materials, the Audit Committee recommends to the Board of Directors that the
audited financial statements be included in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission.

or Nominating Committees and Conflicts of Interest

 The
Board does not have a compensation committee comprised of independent directors; the functions that would have been performed by such
a committee are performed by our directors as a whole. The Board of Directors has not established a nominating committee. The Board has
been of the opinion that such committees are not necessary since the Company is small, and to date, the entire Board of Directors has
been performing the functions of such committees. Thus, there is a potential conflict of interest in that our directors and officers
have the authority to determine issues concerning management compensation and nominations that may affect management decisions.

 We
do not have a policy regarding the consideration of any director candidates that may be recommended by our stockholders. Our Board has
not considered or adopted a policy regarding the consideration of director candidates recommended by our stockholders, as we have not
received a recommendation from any stockholder for any candidate to serve on our Board for over ten years. We do not know if any of our
stockholders will make a recommendation for any candidate to serve on our Board, given the relatively small size of our company and the
small remuneration for attendance at the Board meetings.

 The
Board is responsible for establishing broad corporate policies and reviewing our overall performance rather than day-to-day operations.
The primary responsibility of the Board is to oversee the management of the Company and, in doing so, serve the best interests of the
Company and its stockholders. The Board selects, evaluates, and provides for the succession of executive officers and, subject to stockholder
election, directors. It reviews and approves major corporate strategy changes, evaluates significant policies, and proposes major commitments
of corporate resources. The Board also participates in decisions that have a potential major economic impact on the Company. Management
keeps the directors informed of Company activity through regular communication.

compensation for attendance at each regular or special meeting of the Board, if any, is set by Board resolution. Officers of the Company
are appointed by the Board. The salaries of the officers shall be fixed from time to time by the Board.

 Shareholders
may contact the Chairman of the Board by telephone or email at the Company's corporate offices with any questions or concerns they
wish to have addressed. The Chairman will discuss any material shareholder questions, concerns, or other information with the other directors,
as necessary.

 Board
Leadership and Role in Risk Oversight

 Chet
Billingsley acts as Mentor's Chief Executive Officer and Chairman of the Board. Robert Meyer acts as the Company's Secretary
and lead independent director. Mentor has determined that its leadership structure is appropriate as Mentor is a small company, and Mr.
Billingsley is the most familiar with the various industries and their related risks. The Board has direct discussions with the CEO and
suggests operating approaches to mitigate identified risks on a regular basis. Because all independent directors are major shareholders,
direct discussions reinforce the priority of reducing shareholder risk and increasing shareholder return on all corporate actions.

 Familial
Relationships Amongst Directors and Executives

 There
are no family relationships between any of our directors or executive officers and any other directors or executive officers.

 Meetings
of the Board of Directors

 The
Board of Directors of Mentor conducts business through meetings of the Board or by unanimous written consent of the Board. Actions
taken by written consent of all directors, are, according to Delaware corporate law and our bylaws, valid and effective as if they
had been passed at a meeting of the directors duly called and held. With the exception of Mr. Billingsley and Ms. Stansfield, all
directors are independent directors under the adopted definition of independence from the NASDAQ Marketplace Rule 4200(a)(15). The
directors are all shareholders of the Company.

held five meetings of the Board of Directors in 2023 and four meetings of the Board of Directors in 2022. All directors attended each
of the meetings.

 Code
of Ethics

 On
March 21, 2019, the Company adopted a Code of Ethics in compliance with Section 406 of Regulation S-K, which is applicable to all officers,
directors, and employees of the Company. The Code of Ethics is available at the Company's website at
without charge. Interested persons may also request a copy of such Code of Ethics without charge by contacting the Company at the address
or telephone number included on the cover page of this Annual Report on Form 10-K.

 Our
Code of Ethics emphasizes that "The men and women of business are the stewards of the assets of society. If we are good and faithful
in our work, the world becomes a better place." We are to avoid "carelessness" and "waste" and comply with
applicable governmental laws, rules, and regulations at all levels of government in the United States and in any non-U.S. jurisdiction
in which the Company does business. We are to "act in good faith, with due care, and shall engage only in fair and open competition,
by treating ethically competitors, suppliers, customers, and colleagues."

 Environment

 Management continually seeks to improve and make decisions that legitimately
and scientifically eliminate negative impacts and promote our ethical goal of stewardship of society's assets for first, the greater
good of our shareholders, and in a second and supporting way, our stakeholders, the public, and future generations. In part, we accomplish
these goals by ensuring that we engage in environmentally and socially responsible decisions, including decisions aligned with energy
efficiency, recycling, and waste avoidance. Before and during COVID-19, we continued to support our vendors, employees, investees, stakeholders,
small businesses, and those affected by COVID-19, regardless of COVID-19-related service decreases and COVID-19-related delays. The principles
of respect for others in the form of fair compensation and good faith business dealings irrespective of race, alienage, national origin,
religion, or gender have been a management priority for over thirty-eight years. We will continue to treat others with fairness and respect,
seek corporate opportunities that benefit shareholders, align with our ethical stewardship principles, and avoid conflicts of interest
to ensure that our conduct remains consistent with our Code of Ethics.

 Our
discontinued operation provided cost-effective, environmentally responsible waste management disposal services in Phoenix, Austin, San
Antonio, Houston, and Dallas by assisting its customers in managing and reducing excess waste from collection to disposal. It ensured
that the property locations of its clients were clean and maintained through its responsible, timely, and environmentally friendly waste
consolidation, bulk item pickup, general property maintenance, and one-time clean-up services. Additionally, our discontinued operation
delivered a portion of the waste it collects to facilities that recover, recycle, and reuse waste products to support cleanliness and
environmental sustainability.

 Item
11. Executive Compensation.

 The
following table summarizes all compensation recorded by us in each of the last two completed fiscal years for our principal executive
officer and each other executive officer whose annual compensation exceeded $100,000. The value attributable to any option awards, if
any, is computed in accordance with FASB ASC 718 " Compensation - Stock Compensation."

 Summary
Executive Compensation Table

 Name
 and
 Principal
 Position

 Year

 Salary
 ($)

 Bonus
 ($)

 Stock
 Awards
 ($)

 Option
 Awards
 ($)

 Non-Equity
 Incentive
 Plan
 ($)

 Nonqualified
 Deferred
 ($)

 All
 Other
 ($)

 Total
 ($)

 Chet Billingsley

 2023

 1,814,839
 (1)

 349,039
 (3)

 192,556
 (2)

 2,356,434

 Chairman, CEO, & Principal Financial Officer

 2022

 104,000
 (1)

 13,033
 (3)

 4,250
 (2)

 121,283

 (1)
The annual base salary for our Chief Executive Officer was $124,000 gross,
before payroll taxes, in 2023 and $104,000 in 2022. Prior to 2023, the base annual salary for our Chief Executive Officer had not changed
from the amount set by the court in the 1998 Chapter 11 bankruptcy document. In 2021, Mr. Billingsley voluntarily deferred $16,000 of
his annual base salary compensation, resulting in a 2021 annual salary of $88,000. The Chief Executive Officer's 2022 compensation
consisted of $104,000 gross base salary per year plus accrued $12,000 vacation pay and accrued $4,000 sick pay plus $16,000 in deferred
salary from 2021. On October 14, 2023, the Board of Directors approved a base salary increase to $208,000 gross, before payroll taxes,
per year. Mr. Billingsley's unpaid accrued vacation and sick pay is reported as nonqualified deferred compensation. For twenty-eight
and a half years, from July 1, 1985 to January 1, 2014, the majority of Mr. Billingsley's compensation, comprised of salary and
benefits, was voluntarily deferred and accrued in lieu of payment and were approved as payable to Mr. Billingsley at any time of his choosing.
Mr. Billingsley did not begin to receive his full base salary until 2014. Following the satisfactory October 4, 2023 sale of our discontinued
operation for $6,000,000, at Mr. Billingsley's request, the Company paid Mr. Billingsley his deferred executive compensation of
$1,497,731 gross, before payroll taxes. The deferred payment was comprised of (i) $907,731 of accrued and unpaid salary, (ii) $190,000
of accrued and unpaid sick pay, and (iii) $400,000 of accrued and unpaid vacation pay. Additionally, Mr. Billingsley was paid (i) $82,377
in officer relocation expenses accrued since 2020 and (ii) $110,731 gross, before payroll taxes, in officer auto benefits. With the exception
of severance, vacation, and sick pay that continues to routinely accrue, all deferred and accrued amounts have been paid in full. Mr.
Billingsley's benefit package was approved by the court in the 1998 Chapter 11 bankruptcy order, as approved by the Company's
shareholders, to incentivize Mr. Billingsley to remain with the Company.

 (2)
Mr. Billingsley received $8,625 in compensation for his service as a member of Mentor's Board of Directors. Mr. Billingsley was
paid $1,000 for his attendance at three regular quarterly Board meetings. On October 14, 2023, regular board meeting fees were increased
to $2,500, and minor action fees were increased to $625. Mr. Billingsley was paid $2,500 for his attendance at one regular quarterly
Board meeting and one special meeting. He was paid $125 for his attendance at the Company's annual Audit Committee meeting held
in 2023, paid $250 for one unanimous written consent, and paid $250 for his certification regarding our discontinued operation in 2023.
Mr. Billingsley received $46,565 interest for deferred and unpaid relocation expenses and $137,365 in previously accrued unpaid medical
expenses. Because relocation expenses are now paid in full, no interest will accrue in future periods. Mr. Billingsley was paid $1,000 for his attendance
at the four regular quarterly Board meetings and $250 for his attendance at the annual Audit Committee meeting held in 2022.

 (3)
In 2023, our accrual for estimated retirement and other benefits to Mr. Billingsley increased by $349,039. This consisted of $5,000
accrued sick pay, $15,000 accrued vacation pay, and $342,488 accrued officer severance pay, less a reduction of accrued relocation
costs of $13,449 due to payment of the previously accrued costs. In 2022, our accrual for estimated retirement and other benefits to
Mr. Billingsley increased by $13,033. This consisted of $3,589 accrued medical and life insurance, $4,077 accrued sick pay, $12,231
accrued vacation pay, $8,664 accrued officer severance pay, and $2,404 interest on unpaid officer relocation expense, less a reduction
on accrued relocation costs of $17,932 due to payment of the previously accrued costs.

 The
following table sets forth information concerning the compensation of directors of Mentor, other than Mr. Billingsley, for the year ended
December 31, 2023.

 Name

 Fees
 Earned or Paid In Cash ($)

 Bonus
 ($)

 Stock
 Awards ($)

 Option
 Awards ($)

 Non-Equity
 Incentive Plan Compensation ($)

 Nonqualified
 Deferred Compensation ($)

 All
 Other Compensation ($)

 Total
 ($)

 Robert B. Meyer

 8,500
 (1)

 8,500

 David G. Carlile

 8,500
 (1)

 8,500

 Lori J. Stansfield

 8,250
 (1)

 8,250

 (1)
Each director was paid $1,000 for their attendance at three regular quarterly Board meetings. On October 14, 2023, regular board meeting
fees were increased to $2,500, and minor action fees were increased to $625. Each director was paid $2,500 for their attendance at one
regular quarterly Board meeting and one special meeting. Each director was paid $250 for one unanimous written consent. Mr. Carlile was
paid $250 for his attendance at the Company's annual Audit Committee meeting held in 2023. Mr. Meyer was paid $250 for his certification
regarding our discontinued operation in 2023.

does not currently have any equity incentive plan in place for officers, directors, or employees. As an emerging growth company, we are
not required to report pay versus performance.

 Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 Beneficial
Ownership of Directors, Officers, and 5% Stockholders

 Beneficial
ownership is determined in accordance with the rules of the SEC. In computing the number of shares beneficially owned by a person and
the percentage of ownership of that person, shares of Common Stock subject to options and warrants held by that person that are currently
exercisable or become exercisable within 60 days are deemed outstanding even if they have not actually been exercised. Those shares,
however, are not deemed outstanding for the purpose of computing the percentage ownership of any other person. The following table sets
forth certain information as to shares of our Common Stock owned by (i) each person known to beneficially own more than five percent
of our outstanding Common Stock or Preferred Stock, (ii) each of our directors and executive officers named in our summary compensation
table, and (iii) all of our executive officers and directors as a group.

 The
percent ownership information presented in the table below is based on the total number of shares of Mentor's Common Stock outstanding
as of March 28, 2024, which was 24,686,105.

 Title
 of Security

 Name
 and Address of Beneficial Owner

 Amount
 and Nature of Beneficial Ownership

 Percentage
 of Class

 Chet Billingsley
 5964 Campus
 Court
 Plano, TX 75093

 2,173,570
 (1)

 7.51
 % (5)

 Robert B. Meyer
 21141 Canada Road, #7E

 Lake Forest, CA 92677

 1,303,789
 (2)

 4.51
 % (5)

 David G. Carlile
 10901 Bullrush Drive

 Venice, FL 34293

 361,607
 (3)

 1.25
 % (5)

 Lori Stansfield
 903 N Towner Street

 Santa Ana, CA 92703

 277,418
 (4)

.96
 % (5)

 Directors and Officers as a group

 4,116,384

 14.23
 % (6)

 (1)
In addition to 2,126,296 shares of Common Stock, Mr. Billingsley also holds 47,274 Series D warrants exercisable at $0.02 per share.
As of the date of this Annual Report on Form 10-K, Mr. Billingsley has not exercised any of these Series D warrants.

 (2)
In addition to 864,834 shares of Common Stock, Mr. Meyer also holds 438,955 Series D warrants exercisable at $0.02 per share. As of the
date of this Annual Report on Form 10-K, Mr. Meyer has not exercised any of these Series D warrants.

 (3)
In addition to 359,107 shares of Common Stock, Mr. Carlile holds 2,500 Series D warrants exercisable at $0.02 per share. As of the date
of this Annual Report on Form 10-K, Mr. Carlile has not exercised any of these Series D warrants.

 (4)
In addition to 87,418 shares of Common Stock, Ms. Stansfield holds 190,000 Series D warrants exercisable at $0.02 per share. As of the
date of this Annual Report on Form 10-K, Ms. Stansfield has not exercised any of these Series D warrants.

 (5)
The Percentage of Class ownership of Mr. Billingsley, Mr. Meyer, Mr. Carlile, and Ms. Stansfield is calculated based on the total number
of outstanding shares of Common Stock (24,686,105) and Series D warrants (4,250,000).

 (6)
Calculated based on the diluted Percentage of Class ownership of the Registrant's management, executive officers, and directors.

 If
an individual or entity tried to take control of the Company, Mr. Billingsley is authorized to obtain a loan from the Company to pay
for the exercise of his unexercised Series D warrants.

 Item
13. Certain Relationships and Related Transactions, and Director Independence.

 Except
as disclosed below, between January 1, 2022, and December 31, 2023, there were no transactions, and there are no proposed transactions
in which we were or are to be a participant, involving an amount in excess of $120,000, and in which any related person had or will have
a direct or indirect material interest.

 Mr.
Billingsley acts as both the Chief Executive Officer, Principal Financial Officer, and Chairman of the Board of Directors of the Company.
Ms. Stansfield acts as Treasurer of the Board of Directors of the Company, and from time to time, she provides professional financial
consulting services to the Company. Mr. Meyer acts as the Company's Secretary but is not paid for his role and is not a Company
employee. With the exception of Mr. Billingsley and Ms. Stansfield, all directors are independent directors under the adopted definition
of independence from the NASDAQ Marketplace Rule 4200(a)(15). The directors are all shareholders of the Company. Mr. Carlile is the sole
independent director on the Audit Committee.

 Item
14. Principal Accounting Fees and Services.

 The
following table summarizes the fees, as applicable, of BF Borgers CPA PC, our independent auditor, for the fiscal years ended December
31, 2023 and 2022.

 Fee
 Category

 2023

 2022

 Audit Fees (1)

 $
 66,000

 $
 54,300

 Audit-Related Fees (2)

 -

 -

 Tax Return Fees (3)

 -

 -

 All Other Fees (4)

 -

 -

 (1)

 Audit
 fees include the audit of our annual financial statements, review of our quarterly financial statements, and services that are normally
 provided by the independent auditors in connection with engagements for those fiscal years. This category also includes advice on
 audit and accounting matters that arose during, or as a result of, the audit or the review of interim financial statements.

 (2)

 Audit-related
 fees consist of assurance and related services by the independent auditors that are reasonably related to the performance of the
 audit or review of our financial statements and are reported above under "Audit Fees." The services for the fees disclosed
 under this category include consultation regarding our correspondence with the SEC and other accounting consulting. Mentor did not
 incur any audit-related fees in fiscal years 2023 or 2022.

 (3)

 The
 services for the fees disclosed under this category include tax return preparation and technical tax advice.

 (4)

 All
 other fees, if any, consist of fees for other miscellaneous items.

 Our
Board has adopted a procedure for pre-approval of all fees charged by our independent auditors. Under the procedure, the Chairman of
the Board approves the engagement letter with respect to audit, tax, and review services. Other fees are subject to pre-approval by the
Board or, in the period between meetings, by a designated member of the Board. Any such approval by the designated member is disclosed
to the entire Board at the next meeting. The audit and tax fees paid to the auditors with respect to 2023 and 2022 were pre-approved
by the entire Board.

 PART
IV

 Item
15. Exhibits, Financial Statement Schedules

 Financial
Statements

 The
Company is filing the following financial statements with this Annual Report on Form 10-K:

 Report
 of Independent Registered Public Accounting Firm

 Balance Sheets as of December 31, 2023 and 2022

 Income Statements for the years ended December 31, 2023 and 2022

 Statements of Changes in Shareholders' Equity (Deficit) for the years ended December 31, 2023 and 2022

 Statements of Cash Flows for the years ended December 31, 2023 and 2022

 Notes
 to the Financial Statements

 Item
16. Form 10–K Summary.

 None.

 Exhibits

 The
following exhibits are filed as part of this report:

 Exhibit

 Number

 Description

 3.1

 Amended and Restated Certificate of Incorporation of the Company (Incorporated by reference to Mentor's Definitive Information Statement on Schedule 14C filed with the SEC on July 10, 2015).

 3.2

 Bylaws of the Company (Incorporated by reference to Mentor's Definitive Information Statement on Schedule 14C filed with the SEC on July 10, 2015).

 4.1

 Instrument
 Defining Rights of Security Holders. (A copy of our Bankruptcy Plan of Reorganization, including Mentor's Sixth Amended Disclosure
 Statement, incorporated by reference to Exhibit 4 of our Registration Statement on Form 10, filed with the SEC on November 19, 2014.)

 4.2

 Description of assumed warrants to purchase shares of Mentor's Common Stock (Incorporated by reference to Mentor's Definitive Information Statement on Schedule 14C filed with the SEC on July 10, 2015).

 4.3

 Certificate
 of Designations of Rights, Preferences, Privileges, and Restrictions of Series Q Preferred Stock (Incorporated by reference to Exhibit
 4.3 to Mentor's Quarterly Report on Form 10-Q for the Period Ended September 30, 2017, filed with the SEC on November 9, 2017).

 4.4

 Description
 of Company's Securities.

 10.1

 Ally
 Waste Services, LLC Stock Purchase Agreement for Waste Consolidators, Inc. and Subordinated Promissory Notes with the non-controller
 holder and Mentor Capital, Inc. dated October 4, 2023

 21.1

 Subsidiaries
 of the Company.

 31.1

 Certification
 of the Chief Executive Officer required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant
 to Section 302 of the Sarbanes-Oxley Act of 2002.

 31.2

 Certification
 of the Principal Financial Officer required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant
 to Section 302 of the Sarbanes-Oxley Act of 2002.

 32.1

 Certification
 of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
 2002.

 32.2

 Certification
 of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
 of 2002.

 Exhibits

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 Cover

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report
for the period ending December 31, 2023 on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

 Date:

 By:

 /s/
 Chet Billingsley

 Chet
 Billingsley,

 Director,
 Chairman, Chief Executive Officer, and Principal Financial Officer

 Directors

 Date:

 By:

 /s/
 Lori Stansfield

 Lori
 Stansfield

 and Treasurer

 Date:

 By:

 David
 Carlile

 Date:

 By:

 /s/
 Robert Meyer

 Robert
 Meyer

 and Secretary

 Report
of Independent Registered Public Accounting Firm

 To
the shareholders and the board of directors of Mentor Capital, Inc.

 Opinion
on the Financial Statements

 We have audited the accompanying consolidated balance sheets of Mentor Capital, Inc. as of December 31, 2023 and
2022, the related statements of operations, stockholders' equity (deficit), and cash flows for the years then ended, and the related notes
(collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material
respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows
for the years then ended, in conformity with accounting principles generally accepted in the United States.

 Basis
for Opinion

 These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting
firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent
with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities
and Exchange Commission and the PCAOB.

 We conducted our audit in accordance with the standards of the PCAOB.
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an
audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal
control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal
control over financial reporting. Accordingly, we express no such opinion.

 Our
audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or
fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides
a reasonable basis for our opinion.

 /s/
 BF Borgers CPA PC

 BF
 Borgers CPA PC (PCAOB ID 5041)

 We
 have served as the Company's auditor since 2014.

 Lakewood,
 CO

 F- 1

Balance Sheets

 2023

 2022

 ASSETS

 Current assets

 Cash and cash
 equivalents

 $
 2,431,299

 $
 283,431

 Investment in securities
 at fair value

 -

 Accounts receivable, net

 1,800

 Other receivable

 15,000

 -

 Note Receivable

 1,000,000

 -

 Prepaid expenses and other
 current assets

 6,508

 9,375

 Current assets of discontinued

 1,426,624

 Total
 current assets

 4,101,970

 1,720,030

 48,239

 45,948

 Accumulated
 depreciation and amortization

 ( 46,648
)

 ( 44,942
)

 and equipment of discontinued operations

 -

 309,777

 Accumulated
 depreciation of discontinued operations

 -

 ( 163,905
)

 and equipment, net

 1,591

 146,878

 Other assets

 Investment in account receivable,
 net of discount and current portion

 238,849

 315,309

 Long term investments

 104,431

 94,431

 Other assets of discontinued

 -

 2,717,244

 Total
 other assets

 343,280

 3,126,984

 Total
 assets

 $
 4,446,841

 $
 4,993,892

 F- 2

Balance Sheets (Continued)

 2023

 2022

 LIABILITIES AND SHAREHOLDERS'
 EQUITY

 Current liabilities

 Accounts payable

 $
 3,152

 $
 7,535

 Accrued expenses

 91,460

 19,371

 Current liabilities of
 discontinued operations

 -

 991,050

 Total
 current liabilities

 94,612

 1,017,956

 Long-term liabilities

 Accrued salary, retirement,
 and incentive fee-related party

 436,512

 1,153,948

 Long-term liabilities of
 discontinued operations

 -

 1,095,889

 Total
 long-term liabilities

 436,512

 2,249,837

 Total
 liabilities

 531,124

 3,267,793

 Commitments and Contingencies
 (Note 20)

 -

 -

 Shareholders' equity

 Preferred stock, $ 0.0001
 and $ 0.0001
 par value, 5,000,000
 and 5,000,000
 shares authorized; 11
 and 11
 series Q preferred shares issued and outstanding at December
 31, 2023 and 2022 *

 -

 -

 Common stock, $ 0.0001 and
 $ 0.0001 par value, 75,000,000 shares authorized; 24,686,105 and 22,941,357 shares issued and outstanding at December 31, 2023 and
 2022

 2,469

 2,294

 Additional paid in capital

 12,101,055

 13,085,993

 Accumulated deficit

 ( 8,187,807
)

 ( 11,345,465
)

 Non-controlling
 interest

 -

 ( 16,723
)

 Total
 shareholders' equity

 1,726,099

 Total
 liabilities and shareholders' equity

 $
 4,446,841

 $
 4,993,892

 *

 Par
 value is less than $0.01

 See
accompanying Notes to Financial Statements

 F- 3

Income Statements

 For
The Years Ended December 31, 2023 and 2022

 2023

 2022

 Revenue

 Service fees

 $
 -

 $
 ( 2,585
)

 lease revenue

 -

 37,659

 Total revenue

 -

 Cost of revenue

 -

 -

 Gross profit

 -

 Selling, general, and
 administrative expenses

 1,775,210

 495,400

 income (loss)

 ( 1,775,210
)

 ( 460,326
)

 Other income and (expense)

 Gain on sale of discontinued

 4,805,389

 -

 Gain (loss) on investments

 -

 ( 170,418
)

 74,780

 58,725

 Unrealized gain (loss) on investments

)

 -

 ( 15,847
)

 ( 33,878
)

 Other
 income (expense)

 1,291

 Total
 other income and (expense)

 4,863,129

 ( 145,016
)

 Income (loss) before provision
 for income taxes

 3,087,919

 ( 605,342
)

 Provision for income
 taxes

 ( 8,160
)

 ( 6,768
)

 Net income (loss) –
 from continued operations

 3,079,759

 ( 612,110
)

 Net Income (loss) from
 discontinued operations before tax

 83,682

 252,800

 Provision for income taxes
 on discontinued operations

 ( 5,783
)

 ( 7,615
)

 Net
 income (loss) - from discontinued operations

 77,899

 245,185

 Net income (loss)

 ( 366,925
)

 Gain (loss) attributable to non-controlling
 interest

 -

 ( 104,461
)

 Net
 income (loss) attributable to Mentor

 $

 $
 ( 471,386
)

 Basic and diluted net income
 (loss) per Mentor common share:

 Basic

 $
 0.137

 $
 ( 0.021
)

 Diluted

 $
 0.122

 $
 ( 0.021
)

 Weighted average number of shares of Mentor
 common stock outstanding:

 Basic

 22,977,395

 22,941,357

 Diluted

 25,865,216

 22,941,357

 See
accompanying Notes to Financial Statements

 F- 4

Statements of Changes in Shareholders' Equity (Deficit)

 For
The Years Ended December 31, 2023 and 2022

 *

 Controlling
 Interest

 Preferred
 stock

 Common
 stock

 Shares

 $0.0001
 par*

 Shares

 $0.0001
 par

 Additional
 paid in capital

 Accumulated
 equity (deficit)

 Total

 Non-
 controlling equity (deficit)

 Totals

 Balances at December 31, 2021

 $
 -

 22,850,947

 $
 2,285

 $
 13,071,655

 $
 ( 10,874,079
)

 $
 2,199,861

 $
 ( 121,184
)

 $
 2,078,677

 Conversion of Warrants to Common Stock

 90,410

 14,338

 14,347

 -

 14,347

 Net income (loss)

 -

 -

 -

 -

 -

 ( 471,386
)

 ( 471,386
)

 104,461

 ( 366,925
)

 Balance at December 31, 2022

 $
 -

 22,941,357

 $
 2,294

 $
 13,085,993

 $
 ( 11,345,465
)

 $
 1,742,822

 $
 ( 16,723
)

 $
 1,726,099

 Balance

 $
 -

 22,941,357

 $
 2,294

 $
 13,085,993

 $
 ( 11,345,465
)

 $
 1,742,822

 $
 ( 16,723
)

 $
 1,726,099

 Treasury stock buybacks

 -

 -

 ( 255,252
)

 ( 25
)

 ( 7,859
)

 -

 ( 7,884
)

 -

 ( 7,884
)

 Conversion of Warrants to Common Stock

 -

 -

 2,000,000

 39,800

 -

 40,000

 -

 40,000

 Surrender of warrants in payment of note receivable

 -

 -

 -

 -

 ( 1,016,879
)

 -

 ( 1,016,879
)

 -

 ( 1,016,879
)

 Equity adjustment on discontinued operations

 -

 -

 -

 -

 -

 -

 -

 16,723

 16,723

 Net income (loss)

 -

 -

 -

 -

 -

 -

 Balance at December 31, 2023

 $
 -

 24,686,105

 $
 2,469

 $
 12,101,055

 $
 ( 8,187,807
)

 $

 $
 -

 $

 Balance

 $
 -

 24,686,105

 $
 2,469

 $
 12,101,055

 $
 ( 8,187,807
)

 $

 $
 -

 $

 *

 Par
 value of Series Q preferred shares is less than $1.

 See
accompanying Notes to Financial Statements

 F- 5

Statements of Cash Flows

 For
The Years Ended December 31, 2023 and 2022

 2023

 2022

 CASH FLOWS FROM OPERATING
 ACTIVITIES:

 Net loss

 $

 $
 ( 366,925
)

 Less net income from discontinued

 ( 77,899
)

 ( 245,185
)

 Adjustments to reconcile
 net income (loss) to net cash provided by (used by) operating activities:

 Depreciation and amortization

 1,706

 2,079

 Bad debt expense

 10,198

 -

 Amortization of discount
 on investment in account receivable

 ( 41,741
)

 ( 56,806
)

 Change in accrued interest
 income

 -

 86,325

 Gain on sale of discontinued
 operation

 ( 4,805,389
)

 -

 (Gain) loss on investment
 in securities at fair value

 2,484

 (Gain) loss on long-term
 investments

 -

 110,772

 Decrease (increase) in
 operating assets

 Finance lease receivable

 -

 306,650

 Accounts receivable - trade

 ( 11,398
)

 -

 Other receivables

 ( 15,000
)

 -

 Prepaid expenses and other
 current assets

 2,867

 -

 Increase (decrease) in
 operating liabilities

 Accounts payable

 ( 4,383
)

 1,481

 Accrued expenses

 72,089

 ( 173,669
)

 Deferred revenue

 -

 ( 16,308
)

 Accrued
 salary, retirement, and benefits - related party

 ( 717,436
)

 26,083

 Net
 cash provided by (used by) operating activities

 ( 2,426,244
)

 ( 324,670
)

 CASH FLOWS FROM INVESTING
 ACTIVITIES:

 Purchase of investment
 securities

 ( 649,847
)

 -

 Proceeds from securities
 sold

 -

 Sale of investment of discontinued
 operation

 6,000,000

 -

 Adjustment on sale of discontinued
 operation

 129,532

 -

 Increase in long-term investments

 ( 10,000
)

 -

 Purchase of contractual
 interest in legal recovery

 -

 396,666

 Purchases of property and
 equipment

 ( 2,291
)

 -

 Proceeds
 from investment in receivable

 118,201

 42,930

 Net
 cash provided by (used by) investing activities

 5,585,595

 439,772

 CASH FLOWS FROM FINANCING
 ACTIVITIES:

 Proceeds from warrants
 converted to common stock

 40,000

 14,347

 Payments on repurchase
 of stock

 ( 7,884
)

 -

 Increase in notes receivable

 ( 1,000,000
)

 -

 Paid in capital adjustment
 - note receivable reduction

 ( 1,016,879
)

 -

 Net
 cash provided by (used by) financing activities

 ( 1,984,763
)

 14,347

 Net change in cash – continued

 1,174,588

 129,449

 Operating cash flow - discontinued operations

 408,928

 497,086

 Investing activities - discontinued operations

 1,480,861

 ( 83,284
)

 Financing activities - discontinued operations

 ( 1,423,008
)

 ( 207,260
)

 Net change in cash

 1,641,369

 335,991

 Cash beginning of period - continued operations

 283,431

 192,475

 Cash beginning of period - discontinued operations

 506,499

 261,464

 Beginning cash

 789,930

 453,939

 Cash - end of period

 2,431,299

 789,930

 Less cash of discontinued operations

 -

 ( 506,499
)

 Ending cash

 $
 2,431,299

 $
 283,431

 SUPPLEMENTARY INFORMATION:

 Cash
 paid for interest – all operations

 64,685

 302,312

 Less Cash paid for interest - discontinued operations

 ( 29,992
)

 ( 42,483
)

 Cash paid for interest – continued operations

 $
 34,693

 $
 259,829

 Cash paid for income taxes – all operations

 15,304

 15,663

 Less Cash paid for income taxes – discontinued operations

 ( 5,784
)

 ( 7,615
)

 Cash
 paid for income taxes – continued operations

 $
 9,520

 $
 8,048

 Right
 of use assets acquired through operating lease liability - all operations

 $
 -

 $
 -

 Right of use assets acquired through finance lease liability - all operations

 -

 431,762

 Less
right of use assets acquired through finance lease liability - discontinued operations

 -

 ( 431,762
)

 Right
 of use assets acquired through finance lease liability - continued operations

 $
 -

 $
 -

and equipment acquired via long-term debt - all operations

 -

 22,480

 Less Property and equipment acquired via long-term debt - all operations

 -

 ( 22,480
)

 Property and
 equipment acquired via long-term debt - continued operations

 $
 -

 $
 -

 See
accompanying Notes to Consolidated Financial Statements

 F- 6

 Notes

 Note
1 - Nature of operations

 Corporate
Structure Overview

Capital, Inc. ("Mentor" or "the Company") was reincorporated under the laws of the State of Delaware in September
2015.

 The
entity was originally founded as an investment partnership in Silicon Valley, California, by the current CEO in 1985 and subsequently
incorporated under the laws of the State of California on July 29, 1994. On September 12, 1996, the Company's offering statement
was qualified pursuant to Regulation A of the Securities Act, and the Company began to trade its shares publicly. On August 21, 1998,
the Company filed for voluntary reorganization, and on January 11, 2000, the Company emerged from Chapter 11 reorganization. The Company
relocated to San Diego, California, and contracted to provide financial assistance and investment into small businesses. On May 22, 2015,
a corporation named Mentor Capital, Inc. ("Mentor Delaware") was incorporated under the laws of the State of Delaware. A
shareholder-approved merger between Mentor and Mentor Delaware was approved by the California and Delaware Secretaries of State and became
effective September 24, 2015, thereby establishing Mentor as a Delaware corporation. In September 2020, Mentor relocated its corporate
office from San Diego, California, to Plano, Texas.

 The
Company's common stock trades publicly under the trading symbol OTCQB: MNTR.

 The Company's current target industry focus includes the classic
energy sectors of oil, gas, coal, uranium, and related ventures. Additionally, the Company has residual investments in legal dispute resolution
services, collecting on an annuity-like financing, and the collection of a judgment that it intends to continue to pursue.

 The
following is a list of subsidiaries of Mentor Capital, Inc. as of December 31, 2023:

of List of Subsidiaries

 Name of Subsidiary

 % of ownership

 State in
 which Incorporated

 Mentor IP, LLC

 100 %

 South Dakota

 Mentor Partner I, LLC

 100 %

 Texas

 Mentor Partner II, LLC

 100 %

 Texas

 TWG, LLC

 100 %

 Texas

 Mentor's
 100 % owned subsidiaries, Mentor IP, LLC ("MCIP"), Mentor Partner I, LLC ("Partner I"), Mentor Partner II, LLC
("Partner II"), and TWG, LLC ("TWG"), are headquartered in Plano, Texas.

 MCIP
held intellectual property and licensing rights related to one United States and coincident Canadian patent associated with vape pens. On October 24, 2023, the Company divested MCIP's intellectual property and licensing rights related to the United States and
the Canadian patent associated with vape pens. The Company received
no payment for its divestment. Patent application national phase maintenance fees were expensed when paid, and there were no assets related
to MCIP patents represented on the consolidated financial statements on December 31, 2023 and 2022. Activity had been limited to payment
of patent application maintenance fees in Canada.

 On
August 27, 2021, the Company and Mentor Partner I entered into a Settlement Agreement and Mutual Release with G FarmaLabs Limited,
its affiliated entities, and guarantors ("G Farma Settlors") to resolve and settle all outstanding claims on an unpaid
finance lease receivable and notes receivable of balances of $ 803,399
and $ 1,045,051,
respectively, plus accrued interest ("Settlement Agreement"). On October 12, 2021, the parties filed a Stipulation for
Dismissal and Continued Jurisdiction with the Superior Court of California in the County of Marin. The Court ordered that it retain
jurisdiction over the parties under Section 664.6 of the California Code of Civil Procedure to enforce the Settlement Agreement
until the performance in full of its terms is met.

 F- 7

 Notes

 In
August 2022, September 2022, and October 2022, the G Farma Settlors failed to make monthly payments, and failed to cure each default
within 10 days' notice from Company pursuant to the Settlement Agreement. On July 11, 2023, the Court entered judgment against
the G Farma Settlors and in favor of Mentor and Partner I in the amount of $ 2,539,597.
The judgment also accrues post-judgment interest at the rate of 10 %
from July 11, 2023 until such time as the judgment is paid in full.

 The
Company has retained the reserve on collections of the unpaid lease receivable balance due to the long history of uncertain payments
from G Farma. Payments from G Farma will be recognized in Other Income as they are received. We will continue to pursue collection
from the G Farma Settlors over time. No recovery payments have been received since October 11, 2022. The $ 2,539,597 judgment
and interest receivable of $ 120,370 for
the twelve months ended December 31, 2023 is fully reserved pending the outcome of the Company's collection process. See Notes
8, 9, and 18.

 On
September 27, 2022, Pueblo West Organics, LLC, a Colorado limited liability company ("Pueblo West") exercised a lease prepayment
option and purchased manufacturing equipment from Partner II for $ 245,369.
On September 28, 2022 Partner II transferred full title to the equipment to Pueblo West. See Note 9.

 On
November 18, 2022, following the filing of a declaratory relief action, Mentor received $ 459,990
from Electrum Partners, LLC ("Electrum") pursuant to a certain November 14, 2022 Settlement Agreement and Mutual
Release, following the Company's October 21, 2022 lawsuit against Electrum and the escrow agent in California Superior Court
for the County of San Mateo. The Company applied $ 196,666
to a certain October 30, 2018, Recovery Purchase Agreement and $ 200,000
to October 31, 2018 and January 28, 2019 Capital Agreements. The Company applied the remaining $ 63,324
to its $ 194,028
equity interest in Electrum; this resulted in a $ 130,704
loss on the Company's investment in Electrum. See Note 10.

 On
December 21, 2018, Mentor paid $ 10,000 to purchase 500,000 shares of NeuCourt, Inc. ("NeuCourt") common stock, representing
approximately 6.13 % of NeuCourt's issued and outstanding common stock at December 31, 2023.

 Since
2003, the Company has held an interest in a facilities operations company, Waste Consolidators Inc. ("WCI"). The Company
purchased a 50% interest in WCI in 2003 and increased its ownership stake by 1% in 2014. On October 4, 2023, the Company sold the
entirety of its ownership interest in WCI for $ 6,000,000.
Following the sale, the Company received no new income from WCI and had no further involvement or continuing influence over its operations. As a result of this sale, our facilities operations segment was
eliminated, and its results of operations, assets, and liabilities were excluded from our continuing operations. Therefore, WCI is
presented as a discontinued operation in our consolidated financial statements. See Note 3.

 Note
2 - Summary of significant accounting policies

 Basis
of presentation

 The
accompanying consolidated financial statements and related notes include the activity of subsidiaries in which a controlling financial
interest is owned. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted
in the United States of America ("GAAP").

 F- 8

 Notes

intercompany balances and transactions have been eliminated in consolidation.

 As
shown in the accompanying financial statements, the Company has an accumulated deficit of ($ 8,187,807)
as of December 31, 2023.

 Ongoing
Capital Formation

 The
Company will endeavor to raise additional capital to fund its acquisitions from both related and unrelated parties to generate
increasing growth and revenues. The Company has 4,250,000
Series D warrants outstanding, and the Company has reset the exercise price to $ 0.02
per share, which is below the current market price. The Company may reverse split the stock to raise the stock price to a level
further above the warrant exercise price. The warrants are specifically not affected and do not split with the shares in the event
of a reverse split. These consolidated financial statements do not include any adjustments that might result from repricing the
outstanding warrants.

 Management's
plans include increasing revenues through acquisition, investment, and organic growth. Management anticipates funding new activities
by raising additional capital through the sale of equity securities and debt.

 Impact
Related to Endemic Factors

 COVID-19
and the measures taken by many countries in response have adversely affected and could, in the future, materially adversely impact
the Company's business, acquisition plans, results of operations, financial condition, and stock price. Although we have not
yet been materially adversely affected as of December 31, 2023, our future financial condition may be materially and adversely
impacted as a result of the ongoing worldwide economic situation, economic sanctions, the impact of inflation, interest rate
increases, tax increases, tariff increases, recession, climate regulation, cybersecurity risks, evolving and sophisticated
cyber-attacks and other attempts to gain access to our information technology systems, increased risk to oil markets, potential
banking crises, the outbreak of war in Ukraine, the Israel-Hamas war, future weakness in the credit markets, increased rates of
default and bankruptcy, political change, and significant liquidity problems for the financial services industry. For example, our
current or potential customers, or the current or potential customers of our partners or affiliates, may delay or decrease spending
with us, may not pay us, or may delay paying us for previously purchased products and services. Also, we, or our partners or
affiliates, may have difficulties in securing additional financing. Additionally, the collectability of our investment in account
receivable was impaired by $ 116,430
on February 15, 2022 due to a reduction in our estimated collection amount for the 2020 annual installment payment, which was
affected by the COVID-19 pandemic, and the terms of the investment were modified, resulting in an additional loss of $ 41,930,
see Note 4.

 Supply chain disruptions, inflation,
interest rate increases, tax increases, recession, high energy prices, and supply-demand imbalances are expected to continue in 2024.

 We
anticipate that current cash and associated resources will be sufficient for us to execute our business plan for five years after the
date these financial statements are issued. The ultimate impact of COVID-19, the outbreak of war in Ukraine, the Israel-Hamas war, potential
cyber-attacks, inflation, interest rate increases, tax increases, and a potential recession on our business, results of operations, cybersecurity,
financial condition, and cash flows are dependent on future developments, which are uncertain and cannot be predicted at this time.

 F- 9

 Notes

 Segment
reporting

 The
Company has determined that there are currently two reportable segments: 1) the historic residual medical operations segment and 2)
the Company's energy segment.

operation

 On
October 4, 2023, the Company's facilities operations segment was sold. Following the sale, the Company received no new income
from WCI and had no further involvement or continuing influence over its operations. As a result, our facilities operations segment was deconsolidated on the date of the sale, and our former facilities
operations segment was reported as a discontinued operation. See Note 3.

 Use
of estimates

 The
preparation of our consolidated financial statements in conformity with GAAP requires management to make estimates, assumptions, and
judgments that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the
date of our consolidated financial statements, and the reported amount of revenues and expenses during the reporting period.

estimates relied upon in preparing these consolidated financial statements include revenue recognition, accounts and notes receivable
reserves, expected future cash flows used to evaluate the recoverability of long-lived assets, estimated fair values of long-lived assets
used to record impairment charges related to investments, goodwill, amortization periods, accrued expenses, and recoverability of the
Company's net deferred tax assets and any related valuation allowance.

 Although
the Company regularly assesses these estimates, actual results could differ materially from these estimates. Changes in estimates are
recorded in the period in which they become known. Acquisitions and divestitures are not announced until certain. The Company bases its
estimates on historical experience and various other assumptions that it believes to be reasonable under the circumstances. Actual results
may differ from management's estimates if past experience or other assumptions do not turn out to be substantially accurate.

 Recent
Accounting Standards

 From
time to time, the FASB, or other standards-setting bodies, issue new accounting pronouncements. Updates to the FASB Accounting Standard
Codifications ("ASCs") are communicated through the issuance of an Accounting Standards Update ("ASU"). Unless
otherwise discussed, we believe that the impact of recently issued guidance, whether adopted or to be adopted in the future, is not expected
to have a material impact on our consolidated financial statements upon adoption.

 Simplifying
the Accounting for Income Taxes – As of January 1, 2021, we adopted ASU No. 2019-12, Simplifying the Accounting for
Income Taxes, which is designed to simplify the accounting for income taxes by removing certain exceptions to the general principles
in Topic 740. ASU No. 2019-12 The adoption of this ASU did not have a material impact on the Company's consolidated financial statements.

 Concentrations
of cash

 The
Company maintains its cash and cash equivalents in bank deposit accounts, which at times may exceed federally insured Federal Deposit
Insurance Corporation limits. The Company has not experienced any losses in such accounts, nor does the Company believe it is exposed
to any significant credit risk on cash and cash equivalents. The Company will continue to monitor its accounts and the banking sector
for potential financial institution risk.

 Cash
and cash equivalents

 The
Company considers all short-term debt securities purchased with a maturity of three months or less to be cash equivalents. The Company
had no short-term debt securities as of December 31, 2023 and 2022.

 F- 10

 Notes

 Accounts
receivable

 Accounts
receivables consist of trade accounts arising in the normal course of business and are classified as current assets and carried at original
invoice amounts less an estimate for doubtful receivables based on historical losses as a percent of revenue in conjunction with a review
of outstanding balances on a quarterly basis. The estimate of allowance for doubtful accounts is based on the Company's bad debt
experience, market conditions, and aging of accounts receivable, among other factors. If the financial condition of the Company's
customers deteriorates, resulting in the customer's inability to pay the Company's receivables as they come due, additional
allowances for doubtful accounts will be required. At December 31, 2023 and 2022, the Company had no allowance for doubtful receivables.

 Investments
in securities at fair value

in securities consists of debt and equity securities reported at fair value. Under ASU 2016-01, " Financial Instruments - Overall:
Recognition and Measurement of Financial Assets and Financial Liabilities," the Company elected to report changes in the fair
value of equity investment in realized investment gains (losses), net.

 Long
term investments

 The
Company's investments in entities where it is a minority owner and does not have the ability to exercise significant influence
are recorded at fair value if readily determinable. If the fair market value is not readily determinable, the investment is recorded
under the cost method. Under this method, the Company's share of the earnings or losses of such investee company is not included
in the Company's financial statements. The Company reviews the carrying value of its long-term investments for impairment each
reporting period.

 Investments
in debt securities

 At
December 31, 2023 and December 31, 2022, the Company held no investments in debt securities. The Company's former investment in
debt securities consisted of two convertible notes receivable from NeuCourt, Inc. On July 15, 2022, all principal and accrued interest
on the notes were converted into a Simple Agreement for Future Equity ("SAFE"). At December 31, 2023 and 2022, the SAFE Purchase
Amount was $ 93,756 and $ 83,756, respectively. See Note 7.

in account receivable, net of discount

 The
Company's investments in accounts receivable is stated at face value, net of unamortized purchase discount. The discount is
amortized to interest income over the term of the exchange agreement. In the fourth quarter of 2020, we were notified that due to
the effect of COVID-19 on the estimated receivable, we may not receive the 2020 installment payment or the full 2021 installment
payment. Due to a reduction in expected collections, the collectability of our investment in account receivable was impaired by
$ 116,430
on February 15, 2022 and the terms of the investment were modified, resulting in an additional loss of $ 41,930,
see Note 4.

 On
January 10, 2023, the Company received the 2022 annual installment payment of $ 117,000. Three additional $ 117,000 annual installment
payments are due for 2023, 2024, and 2025. The Company has retained its impairment reserves and recorded losses on investment due to
a history of uncertain payments. See Notes 4 and 21.

 Credit
quality of notes receivable and finance leases receivable and credit loss reserve

 As
our notes receivable and finance leases receivable are limited in number, our management is able to analyze estimated credit loss reserves
based on a detailed analysis of each receivable as opposed to using portfolio-based metrics. Our management does not use a system of
assigning internal risk ratings to each of our receivables. Rather, each note receivable and finance lease receivable are analyzed quarterly
and categorized as either performing or non-performing based on certain factors including, but not limited to, financial results, satisfying
scheduled payments, and compliance with financial covenants. A note receivable or finance lease receivable will be categorized as non-performing
when a borrower experiences financial difficulty and has failed to make scheduled payments.

 F- 11

 Notes

and equipment

and equipment are recorded at cost less accumulated depreciation. Depreciation is computed using the declining balance method over the
estimated useful lives of various classes of property. The estimated lives of the property and equipment are generally as follows: computer
equipment, 3 years to 5 years; furniture and equipment, 7 years; and vehicles and trailers, 4 years to 5 years. Depreciation on vehicles
used by our discontinued operation to service its customers is included in the cost of goods sold. All other depreciation is included
in selling, general, and administrative costs in the consolidated income statements.

 Expenditures
for major renewals and improvements are capitalized, while minor replacements, maintenance, and repairs, which do not extend the asset
lives, are charged to operations as incurred. Upon sale or disposition, the cost and related accumulated depreciation are removed from
the accounts, and any gain or loss is included in operations. The Company continually monitors events and changes in circumstances that
could indicate that the carrying balances of its property and equipment may not be recoverable in accordance with the provisions of ASC
360, "Property, Plant, and Equipment." When such events or changes in circumstances are present, the Company assesses
the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted
expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes
an impairment loss based on the excess of the carrying amount over the fair value of the assets. See Note 6.

 The
Company reviews intangible assets subject to amortization quarterly to determine if any adverse conditions exist or if a change in circumstances
has occurred that would indicate impairment or a change in the remaining useful life. Conditions that may indicate impairment include,
but are not limited to, a significant adverse change in legal factors or business climate that could affect the value of an asset, a
product recall, or an adverse action or assessment by a regulator. If an impairment indicator exists, we test the intangible asset for
recoverability. For purposes of the recoverability test, we group our amortizable intangible assets with other assets and liabilities
at the lowest level of identifiable cash flows if the intangible asset does not generate cash flows independent of other assets and liabilities.
If the carrying value of the intangible asset (asset group) exceeds the undiscounted cash flows expected to result from the use and eventual
disposition of the intangible asset (asset group), the Company will write the carrying value down to the fair value in the period identified.

 Lessee
Leases

 We
determine whether an arrangement is a lease at inception. Lessee leases are classified as either finance leases or operating leases.
A lease is classified as a finance lease if any one of the following criteria is met: the lease transfers ownership of the asset by the
end of the lease term, the lease contains an option to purchase the asset that is reasonably certain to be exercised, the lease term
is for a major part of the remaining useful life of the asset or the present value of the lease payments equals or exceeds substantially
all of the fair value of the asset. A lease is classified as an operating lease if it does not meet any one of these criteria. Our operating
leases are comprised of office space leases and office equipment. Fleet vehicle leases entered into prior to January 1, 2019, are classified
as operating leases based on an expected lease term of 4 years. Fleet vehicle leases entered into beginning January 1, 2019, for which
the lease is expected to be extended to 5 years, are classified as finance leases. Our leases have remaining lease terms of 1 month to
 48 months. Our fleet finance leases contain a residual value guarantee, which, based on past lease experience, is unlikely to result
in a liability at the end of the lease. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate
based on the information available at the commencement date to determine the present value of lease payments.

 Costs
associated with operating lease assets were recognized on a straight-line basis over the term of the lease, within cost of goods sold
for vehicles used in direct servicing of our discontinued operation customers and in operating expenses for costs associated with all
other operating leases. Finance lease assets were amortized within the cost of goods sold for vehicles used in direct servicing of our
discontinued operation customers and within operating expenses for all other finance lease assets on a straight-line basis over the shorter
of the estimated useful lives of the assets or the lease term. The interest component of a finance lease was included in interest expense
and recognized using the effective interest method over the lease term. Our discontinued operation had agreements that contained both
lease and non-lease components. For vehicle fleet operating leases, we accounted for lease components together with non-lease components
(e.g., maintenance fees).

 F- 12

 Notes

 On
October 4, 2023, the Company sold the entirety of its interest in Waste Consolidators, Inc. ("WCI") by entering into a Stock
Purchase Agreement whereby the shareholders of WCI sold all of the outstanding shares of stock to Ally Waste Services, LLC. Following
the sale, the Company received no new income from WCI and had no further involvement or continuing influence over its operations. Prior
to the sale, goodwill of $ 1,324,142
 was derived from consolidating WCI effective
January 1, 2014, and $ 102,040
 of goodwill was derived from the 2003 acquisition
of a 50 %
interest in WCI. In accordance with ASC 350, "Intangibles-Goodwill and Other," goodwill and other intangible assets
with indefinite lives were no longer subject to amortization but were tested for impairment annually or whenever events or changes in
circumstances indicate that the asset might be impaired prior to the sale. Effective October 4, 2023, on the date of the sale of our
WCI shares, we met the criteria outlined in ASC Topic 205-20 "Discontinued Operations," for our $ 1,426,182
 goodwill to be reduced to $ 0
 and the results of operations and assets and
liabilities for our facilities operations segment were excluded from our continuing operations and presented as a discontinued operation
in our consolidated financial statements. As a result, goodwill in an aggregate amount of $ 1,426,182
was reduced to $ 0.
 No goodwill
is reported in the Company's condensed consolidated balance sheets at December 31, 2023 and 2022.

 Revenue
recognition

 The
Company recognizes revenue in accordance with ASC 606, " Revenue from Contracts with Customers," and FASB ASC Topic
842, " Leases." Revenue is recognized net of allowances for returns and any taxes collected from customers, which are
subsequently remitted to government authorities.

 The
discontinued operation that we sold on October 4, 2023, worked with business park owners, governmental centers, and apartment complexes
to reduce facilities-related costs. Our discontinued operation performed monthly services pursuant to agreements with customers. Customer
monthly service fees were based on our discontinued operation's assessment of the amount and frequency of monthly services requested
by a customer. Our discontinued operation may have also provided additional services, such as apartment cleanout services, large item
removals, or similar services, on an as-needed basis at an agreed-upon rate as requested by customers. All services were invoiced and
recognized as revenue in the month the agreed-on services were performed. Our discontinued operation is deconsolidated and presented as a "discontinued operation" at December
31, 2023 and at December 31, 2022, the prior reporting period.

 For
each finance lease, the Company recognized as a gain the amount equal to (i) the net investment in the finance lease less (ii) the net
book value of the equipment at the inception of the applicable lease. At lease inception, we capitalized the total minimum finance lease
payments receivable from the lessee, the estimated unguaranteed residual value of the equipment at lease termination, if any, and the
initial direct costs related to the lease, less unearned income. Unearned income was recognized as finance income over the term of the
lease using the effective interest rate method.

 The
Company, through its subsidiaries Mentor Partner I, LLC and Mentor Partner II, LLC, was the lessor of manufacturing equipment subject to leases under master leasing agreements. The
leases contained an element of dealer profit, and the lessee bargained purchase options at prices substantially below the subject
assets' estimated residual values at the exercise date for the options. Consequently, the Company classified the leases as
sales-type leases (the "finance leases") for financial accounting purposes. For such finance leases, the Company
reported the discounted present value of (i) future minimum lease payments (including the bargain purchase option, if any) and (ii)
any residual value not subject to a bargain purchase option as a finance lease receivable on its balance sheet and accrued interest
on the balance of the finance lease receivable based on the interest rate inherent in the applicable lease over the term of the
lease. For each finance lease, the Company recognized revenue in an amount equal to the net investment in the lease and cost of
sales equal to the net book value of the equipment at the inception of the applicable lease.

 Basic
and diluted income (loss) per common share

 We
compute net income or loss per share in accordance with ASC 260, " Earnings Per Share." Under the provisions of
ASC 260, basic net income or loss per share includes no dilution and is computed by dividing the net income or loss available to
common stockholders for the period by the weighted average number of shares of Common Stock outstanding during the period. Diluted
net income or loss per share takes into consideration shares of Common Stock outstanding (computed under basic net income or loss
per share) and potentially dilutive securities that are not anti-dilutive.

 There
were 4,250,000 potentially dilutive outstanding warrants as of December 31, 2023 that on a treasury stock basis had the dilutive effect
of 2,887,821 common shares as of December 31, 2023. Outstanding warrants that had no effect on the computation of the dilutive weighted
average number of shares outstanding as their effect would be anti-dilutive were approximately 7,000,000
 as of December 31, 2022.

 Assumed
conversion of Series Q Preferred Stock into Common Stock would be anti-dilutive as of December 31, 2023 and 2022 and is not included
in calculating the diluted weighted average number of shares outstanding.

 F- 13

 Notes

 Income
taxes

 The
Company accounts for income taxes in accordance with accounting guidance now codified as FASB ASC 740, " Income Taxes,"
which requires that the Company recognize deferred tax liabilities and assets based on the differences between the financial statement
carrying amounts and the tax bases of assets and liabilities, using enacted tax rates in effect in the years the differences are expected
to reverse. Deferred income tax benefit (expense) results from the change in net deferred tax assets or deferred tax liabilities. A valuation
allowance is recorded when it is more likely than not that some or all deferred tax assets will not be realized.

 The
Company applies the provisions of ASC 740, " Accounting for Uncertainty in Income Taxes. " The ASC prescribes a recognition
threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be
taken in a tax return. The ASC provides guidance on de-recognition, classification, interest, and penalties, accounting in interim periods,
disclosure, and transition. The Company utilizes a two-step approach to recognizing and measuring uncertain tax positions (tax contingencies).
The first step evaluates the tax position for recognition by determining if the weight of available evidence indicates it is more likely
than not that we will sustain the position on audit, including resolution of related appeals or litigation processes. The second step
measures the tax benefit as the largest amount of more than 50% likely of being realized upon ultimate settlement. The Company did not
identify any material uncertain tax positions on returns that have been filed or that will be filed. The Company did not recognize any
interest or penalties for unrecognized tax provisions during the years ended December 31, 2023 and 2022, nor were any interest or penalties
accrued as of December 31, 2023 and 2022. To the extent the Company may accrue interest and penalties, it elects to recognize accrued
interest and penalties related to unrecognized tax provisions as a component of income tax expense.

 Fair
value measurements

 The
Company adopted ASC 820, " Fair Value Measurement," which defines fair value as the exchange price that would be received
to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability
in an orderly transaction between market participants on the measurement date. The valuation techniques maximize the use of observable
inputs and minimize the use of unobservable inputs.

 The
Fair Value Measurements and Disclosure Topic establishes a fair value hierarchy, which prioritizes the valuation inputs into three broad
levels. These three general valuation techniques that may be used to measure fair value are as follows: Market approach (Level 1) –
which uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.
Prices may be indicated by pricing guides, sale transactions, market trades, or other sources. Cost approach (Level 2) – which
is based on the amount that currently would be required to replace the service capacity of an asset (replacement cost); and the Income
approach (Level 3) – which uses valuation techniques to convert future amounts to a single present amount based on current market
expectations about the future amounts (including present value techniques, and option-pricing models). Net present value is an income
approach where a stream of expected cash flows is discounted at an appropriate market interest rate.

 F- 14

 Notes

 The
carrying amounts of cash, accounts receivable, prepaid expenses and other current assets, accounts payable, customer deposits, and other
accrued liabilities approximate their fair value due to the short-term nature of these instruments.

 The
fair value of available-for-sale investment securities is based on quoted market prices in active markets.

 The
fair value of the investment in account receivable is based on the net present value of calculated interest and principal payments. The
carrying value approximates fair value as interest rates charged are comparable to market rates for similar investments.

 The
fair value of notes receivable is based on the net present value of calculated interest and principal payments. The carrying value approximates
fair value as interest rates charged are comparable to market rates for similar notes.

 The
fair value of long-term notes payable is based on the net present value of calculated interest and principal payments. The carrying value
of long-term debt approximates fair value due to the fact that the interest rate on the debt is based on market rates.

 Note
3 – Discontinued operation

 Acquisition

 Waste
Consolidators, Inc. ("WCI") was a legacy investment that originated when the Company purchased 50 %
of the outstanding shares of WCI on October 1, 2003, in a stock for stock exchange that was originally valued at $ 1,000,000
 and was later reduced to a cost basis of $ 79,200
 on October 28, 2007, pursuant to a purchase price
related addendum between WCI and the Company. Effective January 1, 2014, the Company purchased an additional 1 %
of the outstanding shares of WCI for $ 25,000, which resulted in the Company owning a 51 %
controlling interest in WCI and an amendment to our change in valuation of WCI due to our controlling interest. As a result, WCI was
included in the consolidated financial statements since January 1, 2014, and the Company recognized a fair value of $ 1,250,000
 of non-cash gain on the adjustment to the fair
value of the investment in WCI. This resulted in a total of $ 1,275,000
 investment in WCI in its audited financials for
the year ended December 31, 2014. Additionally, the Company recognized a ($ 47,216)
effect of consolidating our interest in WCI that was previously accounted for at cost prior to December 31, 2014.

 Prior
to acquiring a controlling interest in WCI on January 1, 2014, Mentor accounted for the investment in WCI using the equity method based
on the ownership interest and the Company's limited ability to exercise significant influence from December 31, 2003 to December
31, 2013. Accordingly, the investment was initially recorded at cost with adjustments to the carrying amount of the investment to recognize
our share of the earnings or losses of the investee each reporting period. In accordance with ASC 810-10, " Consolidation –
Overall," Mentor remeasured its previously held equity interest in WCI at the acquisition-date fair value, which was reported
at December 31, 2014 as follows:

of Equity Interest at the Acquisition Date Fair Value

 Cash to acquire an additional
 1% equity interest in WCI

 $
 25,000

 Fair value of 50% interest (a)

 1,250,000

 Investment under
 the equity method

 -

 Total purchase price
 to be allocated

 $
 1,275,000

 (a)
 The estimated fair
value of Mentor's previously held equity interest in WCI is valued at 1.25 times WCI's projected 2014 revenue.

 F- 15

 Notes

 Purchase
price allocation at 51% of WCI assets and liabilities:

of Purchase Price Allocation

 WCI assets and liabilities:

 Current
 assets

 $
 327,238

 51,239

 Other assets

 816,952

 Current liabilities

 ( 112,810
)

 Long-term
 debt

 ( 1,178,977
)

 Net deficit

 ( 96,358
)

 Mentor equity rate

 %

 Mentor portion of liabilities in excess
 of assets

 ( 49,143
)

 1,324,143

 Net assets acquired

 $
 1,275,000

of $ 1,324,143 was derived from consolidating WCI effective January 1, 2014. The remaining $ 102,040 of goodwill is related to our first
acquisition of a 50 % interest in WCI. The Company accounted for its goodwill in accordance with ASC 350, "Intangibles –
Goodwill and Other," which required the Company to test goodwill for impairment annually or whenever events or changes in circumstances
indicate that the carrying value of an asset may not be recoverable, rather than amortize. Goodwill impairment tests consisted of a comparison
of each reporting unit's fair value with its carrying value. Impairment exists when the carrying amount of goodwill exceeds the
implied fair value for each reporting unit. To estimate the fair value, management used valuation techniques, which included the discounted
value of estimated future cash flows. The evaluation of impairment requires the Company to make assumptions about future cash flows over
the life of the asset being evaluated. These assumptions required significant judgment and were subject to change if future events and
circumstances changed. Management determined that no impairment write-downs were required as of December 31, 2021 and 2022.

 Disposal

 On
October 4, 2023, the Company sold the entirety of its interest in WCI by entering into a Stock Purchase Agreement whereby the
shareholders of WCI sold all of the outstanding shares of stock to Ally Waste Services, LLC. Prior to the sale, the Company did not
have any assurances that a sale of WCI was likely to occur. The Company's policy is to not announce anything that is uncertain
or unlikely to occur. Following the sale, the Company reported the results to the public in an October 5, 2023 press release and
Current Report on Form 8-K filed with the Securities and Exchange Commission on October 10, 2023. In connection with the sale, the
Company received net, after WCI debt payoff, $ 5,000,000 in
cash and a one-year unsecured, subordinated, promissory note in the initial principal face amount of $ 1,000,000.
The note accrues interest at 6 %
per annum. At December 31, 2023 we recognized a $ 4,805,389 gain
on our sale of WCI as follows:

 Schedule of gain on sale of WCI

 Cost basis of
 WCI

 Purchase
 price allocation at 51% WCI assets and liabilities

 1,275,000

 Net investment in 51%
 earnings

 326,735

 Net investment in distributions

 ( 407,124
)

 Total
 WCI Cost Basis

 $
 1,194,611

 Sale
 price of WCI

 Payment at Closing

 5,000,000

 Promissory Note Receivable

 1,000,000

 Total WCI Sale Price

 $
 6,000,000

 Gain on sale of WCI

 WCI sale price

 6,000,000

 Less WCI cost basis

 ( 1,194,611
)

 Total gain on sale
 of WCI

 $
 4,805,389

 F- 16

 Notes

 Effective
October 4, 2023, on the date of the sale of WCI, we met the criteria outlined in ASC Topic 205-20 "Discontinued Operations,"
for our $ 1,426,182
 goodwill to be reduced to $ 0
 and the results of operations and assets and
liabilities for our facilities operations segment were excluded from our continuing operations and presented as a discontinued operation
in our consolidated financial statements. As a result, goodwill in an aggregate amount of $ 1,426,182 was reduced to $ 0.

 Consolidation
and Deconsolidation

 Consolidation

 As
a result of the acquisition of our 51 % ownership interest in WCI on January 1, 2014, in accordance with ASC 810-10, " Consolidation
– Overall," we included WCI in our consolidated financial statements and eliminated all significant intercompany balances
and transactions. Net income (loss) attributable to our 49 % non-controlling interest in WCI was excluded from net income (loss) attributable
to Mentor Capital, Inc. in prior annual reports on Form 10-K for and between the years ended December 31, 2014 to December 31, 2022.

 Deconsolidation

 In
accordance with ASC Topic 810-10-40, " Consolidation — Overall – Derecognition - Deconsolidation of a
Subsidiary or Derecognition of a Group of Assets, " a parent company must deconsolidate a subsidiary as of the date the
parent ceases to have a controlling interest in that subsidiary and recognize a gain or loss in net income at that time. As a
result, we deconsolidated WCI from our consolidated financial statements on October 4, 2023 and recognized a gain on the disposal
of discontinued operations totaling $ 4,805,389.
The $ 4,805,389
gain on disposal of discontinued operation represented the amount of our purchase price allocation at 51 %
WCI assets and liabilities, net investment in 51 %
of WCI earnings, and net investment in WCI distributions offset by the sale price as of the disposal date of October 4, 2023. We
have eliminated WCI from our consolidated financials on October 4, 2023. Accordingly, WCI is excluded from the Company's
continuing operations as of December 31, 2023, and the prior period of comparison in this Form 10-K, and WCI's financial
results are presented as a discontinued operation in the Company's consolidated financial statements.

Operation Financial Statement Presentation and Disclosures

 Financial
Statement Presentation

 Due
to the sale of our entire ownership interest in WCI on October 4, 2023, our facilities operation segment was eliminated. Following
our sale of WCI, the Company received no new income from WCI and had no further involvement or continuing influence over its operations. Consequently, we determined that the results from operations and
assets and liabilities associated with our facilities operation segment were to be excluded from our continuing operations and
presented as a discontinued operation in our consolidated financial statements in accordance with ASC Topic 205-20-45,
" Discontinued Operations." As a result, we classified the results from operations of our facilities accessories
segment separately in captions titled "discontinued operations" on our consolidated income statements for the current
and prior year periods. Additionally, assets and liabilities associated with our facilities operations segment as of December 31,
2022, were reclassified from certain amounts reported in prior periods to present separately in captions titled "current
assets of discontinued operations," "property and equipment of discontinued operations," "accumulated
depreciation of discontinued operations," "other assets of discontinued operations" and "current liabilities
of discontinued operations," and "long term liabilities of discontinued operations," to conform to current year
financial statement presentation.

 F- 17

 Notes

Balance Sheets

 The
following is a summary of the assets and liabilities that were sold effective October 4, 2023, and a reconciliation of the assets and
liabilities disclosed in the notes to financial statements that are presented as a discontinued operation on the consolidated balance
sheet as of December 31, 2022:

 Schedule of balance sheet

 October 4,

 December 31,

 2023 (1)

 2022

 ASSETS

 Current assets:

 Cash and cash
 equivalents

 $
 369,387

 $
 506,499

 Accounts receivable

 786,617

 686,870

 Other
 current assets

 19,027

 233,255

 Total
 current assets sold - discontinued operation

 1,169,030

 1,426,625

 179,673

 145,872

 Goodwill (2)

 102,040

 102,040

 Prepaid Admin Fee –

 -

 337,333

 Security deposit

 22,477

 25,575

 Right
 of use asset

 1,884,632

 1,265,486

 Total
 noncurrent assets sold - discontinued operation

 2,009,149

 1,730,434

 Total
 assets

 $
 3,357,852

 $
 3,302,931

 LIABILITIES AND NET ASSETS

 Current liabilities:

 Accounts -payable trade

 $
 38,530

 $
 24,557

 Finance lease liability
 - current

 419,073

 232,058

 Accrued
 expenses

 597,217

 639,373

 Total
 current liabilities sold - discontinued operation

 1,054,820

 895,988

 EIDL loan payable

 51,797

 161,060

 Note payable - Mentor

 -

 1,081,323

 Long term debt

 -

 83,876

 Finance lease liability
 – long-term

 1,069,810

 575,852

 lease liability - long-term

 256,071

 370,164

 Total
 noncurrent liabilities sold - discontinued operation

 1,377,677

 2,272,274

 Total
 liabilities

 2,432,497

 3,168,262

 Total
 net assets of discontinued operation

 $
 925,355

 $
 134,669

 (1)
date of sale, October 4, 2023, we reported our discontinued operations financials as of September 30, 2023.

 (2)
 Effective upon
the date of sale, October 4, 2023, we deconsolidated our discontinued operation and goodwill of $ 102,040 previously reported on our consolidated
financials.

 F- 18

 Notes

 Net
income (loss) from discontinued operations before tax

 The
following is a reconciliation of the major classes of financial statement line items constituting net income (loss) from discontinued
operations before tax from WCI, our discontinued operation, that is disclosed in the notes to the financial statements and presented
in the consolidated statements of net (loss) income for fiscal years December 31, 2023 and 2022:

 Schedule of disposal groups, including discontinued operations

 31,
 2023

 31,
2022

 Revenue

 $
 -

 $

 Cost of sales

 -

 -

 Gross
 profit

 -

 Selling, general and administrative expenses

 1,775,210

 495,400

 ( 1,775,210
)

 ( 460,326
)

 Total
 other income and (expense) (1)

 4,863,129

 ( 145,016
)

 Income (loss) before provision for income taxes

 $
 3,087,919

 ( 605,342
)

 Provision for income taxes

 ( 8,160
)

 ( 6,768
)

 Net income (loss) from continued operations

 3,079,759

 ( 612,110
)

 Net income (loss) from discontinued operations

 77,899

 245,185

 Net income (loss)

 ( 366,925
)

 Gain (loss) attributable to non-controlling interest

 -

 ( 104,461
)

 Net income (loss) attributable to Mentor

 ( 471,386
)

 (1)
 During fiscal year
2023, we recognized a $ 4,805,389 gain on the sale of our discontinued operations.

 Cash
Flow Disclosures

 Prior
to the October 4, 2023 sale date, on September 30, 2023 and on December 31, 2022, our discontinued operation had net cash used in operating
activities totaling $ 333,207 and $ 506,499, accounts receivable of $ 728,657 and $ 633,178, other receivable of $ 20,374 and $ 230,322, prepaid
expenses of $ 82,984 and $ 51,308, property and equipment of $ 392,838 and $ 309,777, operating lease assets of $ 323,875 and $ 370,164, finance
lease assets of $ 1,560,757 and $ 895,323, accrued expenses of $ 523,178 and $ 639,373, finance lease liability of $ 1,488,883 and $ 807,910,
an operating lease liability of $ 323,875 and $ 370,164, an EIDL loan liability of $ 58,031 and $ 161,060, and long term debt of $ 0 and $ 83,876, respectively.

 At
December 31, 2023 we reported a $ 4,805,389 gain on disposal of our discontinued operation, which is reported above in this Note 3, in
our consolidated income statements, and our consolidated statement of cash flows.

 Lease
Commitment Disclosures

 Our
discontinued operation had entered into non-cancellable operating and finance leases for office and warehouse space, computers, furniture,
fixtures, machinery, and vehicles. The following summarizes our discontinued operations' lease liability maturities for operating
and finance leases on the date of sale:

of lease liability

 Maturity
 of lease liabilities
 4, 2023 (1)

 2024

 419,073

 67,804

 2025

 424,735

 74,860

 2026

 388,723

 82,475

 2027

 251,571

 90,670

 2028

 4,781

 8,066

 Total

 1,488,883

 323,875

 Less: Present value
 discount

 ( 419,073
)

 ( 67,804
)

 Total lease liabilities

 $
 1,069,810

 $
 256,071

 (1)
date of sale, October 4, 2023, we reported our discontinued operations financials as of September 30, 2023.

 Term
Debt Disclosures

 Our
discontinued operation had no term debt on the date of the sale

 F- 19

 Notes

 Economic
Injury Disaster Loan Disclosures

 On
July 9, 2020, our discontinued operation received an additional Economic Injury Disaster Loan in the amount of $ 149,900 through the SBA.
The loan was secured by all tangible and intangible personal property of our discontinued operation, bore interest at 3.75 % per annum,
required monthly installment payments of $ 731 beginning July 2021, and matured July 2050. In March 2021, the SBA extended the deferment
period for payments, which extended the initial payment until July 2022. The loan was collateralized by all tangible and intangible assets
of our discontinued operation. Coincident with the sale, the Economic Injury Disaster Loan plus interest was paid in full.

 Other
Receivable Disclosures

 Other
receivable consisted of the following:

of other receivable

 4,

 2023

 31,

 2022

 Employee retention tax credits

 $
 -

 $
 -

 Accrued sales tax receivable from
 customers *

 20,374

 237,243

 Other

 -

 ( 6,921
)

 Total other receivable

 $
 20,374

 $
 230,322

 *
 At December 31, 2022, we
 estimated that our discontinued operation's accrued sales tax receivable was $ 237,243 out of the remaining $ 285,128 that our
 discontinued operation was entitled to collect at year-end. As of September 30, 2023, our discontinued operation received $ 206,671
 from its customers, and management estimated that an additional $ 20,374 in accrued sales tax would be received from our discontinued
 operation's clients. Effective on the date of sale, October 4, 2023, we reported our discontinued operations financials as of
 September 30, 2023.

 In
2022, our discontinued operation received an Employee Retention Tax Credit ("ERTC") in the amount of $ 1,350,161, in conjunction
with our discontinued operation's professional employer organization's receipt and application of the same to our discontinued
operation's leased employees. The ERTC was initially established by Section 2301 of the Coronavirus Aid, Relief and Economic Security
Act of 2020, as amended by Sections 206-207 of the Taxpayer Certainty and Disaster Relief Act and by Division EE of Consolidated Appropriation
Act of 2021 and Section 9651 of American Rescue Plan Act of 2021; which is authorized by Section 3134 of the Internal Revenue Code. The
Consolidated Appropriations Act of 2021 and American Rescue Plan Act of 2021 amendments to the ERTC program provided eligible employers
with a tax credit in an amount equal to 70% of qualified wages (including certain health care expenses) that eligible employers pay their
employees after January 1, 2021 through December 31, 2021, as amended by the Infrastructure Investment and Jobs Act of 2021, which retroactively
ended the ERTC program as of September 30, 2021 for all businesses with the exception of recovery startups. The maximum amount of qualified
wages taken into account with respect to each employee for each calendar quarter is $ 10,000, so the maximum credit that an eligible employer
may claim for qualified wages paid to any employee is $ 7,000 per quarter. The credit is taken against an employer's share of social
security tax reported by our discontinued operation's professional employer organization on Form 941-X for each applicable quarter.
The receipt of the tax credit was expected to improve our discontinued operation's liquidity due to the effects of the credit.
Although our discontinued operation's professional employer organization received credits for wages paid in 2020 and the first
three quarters of 2021, there were no assurances that our discontinued operation or our discontinued operation's professional employer
organization would continue to meet the requirements or that changes in the ERTC regulations including changes in guidance provided by
the IRS with respect to the implementation and operation of the ERTC, will not be adopted that could reduce or eliminate the benefits
that our discontinued operation and our discontinued operation's professional employer organization may qualify for.

 ERTC
income of $ 0 and $ 1,350,161 was reflected in our discontinued operation's other income for the nine months ended September 30,
2023, and the year ended December 31, 2022. Our discontinued operation received the ERTC based on qualitative information submitted.
During the nine months ended September 30, 2023, and the year ended December 31, 2022, $ 0 and $ 1,350,161 were claimed against current
payroll tax liabilities as they became due.

 F- 20

 Notes

 Property,
Plan, and Equipment Disclosures

and equipment for our discontinued operation were comprised of the following on October 4, 2023, and December 31, 2022:

of property, plant and equipment

 4,
 2023
 (1)

 31,

 2022

 Computers

 $
 -

 $
 -

 Furniture and fixtures

 12,761

 12,761

 Machinery and vehicles

 380,077

 297,016

 Gross

 392,838

 309,777

 Accumulated depreciation
 and amortization

 ( 213,165
)

 ( 163,905
)

 Property and equipment of discontinued operations

 Accumulated depreciation of discontinued operations

 Net Property and equipment

 $
 179,673

 $
 145,872

 (1)
date of sale, October 4, 2023, we reported our discontinued operations financials as of September 30, 2023.

 Depreciation
and amortization expenses were $ 49,260 and $ 47,974 for the years ended December 31, 2023 and 2022, respectively. Of these amounts, depreciation
on our discontinued operation's vehicles used to service customer accounts included in the cost of goods sold and was $ 16,325 and
$ 21,204 at October 4, 2023 and December 31, 2022, respectively. All other depreciation was associated with our discontinued operation's
selling, general, and administrative expenses.

 Lessee
Leases Disclosures

 Our
discontinued operation's operating leases were comprised of office space and office equipment leases. Fleet and vehicle leases
were entered into prior to January 1, 2019, and under ASC 840 guidelines, they had 4-year terms and were classified as operating leases.
Fleet leases entered into beginning January 1, 2019, under ASC 842 guidelines, were expected to be extended to 5-year terms and are classified
as finance leases.

 Gross
right of use assets recorded under finance leases related to our discontinued operation's vehicle fleet leases were $ 2,272,984
and $ 1,289,714 as of October 4, 2023 and December 31, 2022, respectively. Accumulated amortization associated with our discontinued operation's
finance leases was $ 712,227 and $ 394,391 as of October 4, 2023 and 2022, respectively.

 Our
discontinued operation's lease costs no longer recognized in our consolidated income statements were as follows:

of lease costs recognized in consolidated statements of operations

 4,

 2023 (1)

 31,

 2022

 Operating lease cost included in
 cost of goods

 $
 -

 $
 13,054

 Operating lease cost
 included in operating costs

 60,256

 54,571

 Total
 operating lease cost (1)

 60,256

 67,625

 Finance lease cost, included in cost of goods:

 Amortization of lease assets

 269,470

 278,006

 Interest on lease liabilities

 56,450

 39,931

 Total finance lease
 cost

 325,920

 317,937

 Short-term lease cost

 -

 -

 Total lease cost

 $
 386,176

 $
 385,562

 (1)
date of sale, October 4, 2023, we reported our discontinued operations financials as of September 30, 2023.

 F- 21

 Notes

 Right
of use asset amortization under our discontinued operations operating agreements were $ 46,289 and $ 223,151 at October 4, 2023 and December
31, 2022.

 Lease
amounts of our discontinued operations at October 4, 2023 were as follows:

of lease amounts of discontinued operations

 4,

 2023 (1)

 31,

 2022

 Weighted-average remaining lease term –
 operating leases

 4.01
 years

 4.75
 years

 Weighted-average remaining lease term –
 finance leases

 3.49
 years

 4.63
 years

 Weighted-average discount rate
 – operating leases

 6.0
 %

 6.0
 %

 Weighted-average discount rate – finance

 7.5
 %

 5.5
 %

 (1)
date of sale, October 4, 2023, we reported our discontinued operations financials as of September 30, 2023.

lease liabilities were as follows:

of finance lease liabilities

 4,

 2023
 (1)

 31,

 2022

 Gross finance lease liabilities

 $
 1,696,301

 $
 897,849

 Less: imputed interest

 ( 207,418
)

 ( 89,939
)

 Present value of finance lease liabilities

 1,488,883

 807,910

 Less: current portion

 ( 419,073
)

 ( 232,058
)

 Long-term finance lease
 liabilities

 $
 1,069,810

 $
 575,852

 (1)
date of sale, October 4, 2023, we reported our discontinued operations financials as of September 30, 2023.

lease liabilities were as follows:

of operating lease liabilities

 4,

 2023
 (1)

 31,

 2022

 Gross operating lease liabilities

 $
 366,918

 $
 428,946

 Less: imputed interest

 ( 43,043
)

 ( 58,782
)

 Present value of operating lease liabilities

 323,875

 370,164

 Less: current portion

 ( 67,804
)

 ( 62,861
)

 Long-term operating
 lease liabilities

 $
 256,071

 $
 307,303

 (1)
date of sale, October 4, 2023, we reported our discontinued operations financials as of September 30, 2023.

 Lease
maturities of our discontinued operation were follows:

 Maturity
of lease liabilities

 Schedule of lease maturities

 12 months
 ending October 4, 2023 (1)

 2024

 $
 419,073

 $
 67,804

 2025

 424,735

 74,860

 2026

 388,723

 82,475

 2027

 251,571

 90,670

 2028

 4,781

 8,066

 Total

 1,488,883

 323,875

 Less: Current maturities

 ( 419,073
)

 ( 67,804
)

 Long-term liability

 $
 1,069,810

 $
 256,071

 (1)
date of sale, October 4, 2023, we reported our discontinued operations financials as of September 30, 2023.

 F- 22

 Notes

 Facilities
Operations Segment Disclosures

 We
sold our entire ownership interest in WCI on October 4, 2023. Following the sale, the Company received no new income from WCI and had no further involvement or continuing influence over its operations. Consequently,
our facilities operations segment was eliminated at the time of sale. Additionally, the results of operations associated with our
facilities operations segment were excluded from our continuing operations and presented as a discontinued operation in our
consolidated financial statements. WCI worked with business park owners, governmental centers, and apartment complexes to reduce
their facility-related operating costs. The WCI segment is now reported as a discontinued operation. Following is our discontinued
operations segment information before income taxes as of October 4, 2023 and December 31, 2022:

 Schedule of segment information

 October 4, 2023 (1)

 Net sales

 $
 6,432,907

 178,854

 62,770

 Property additions

 83,062

 Fixed asset depreciation and amortization

 49,260

 Total Assets

 3,357,852

 December 31, 2022

 Net sales

 $
 7,670,641

 ( 830,098
)

 46,321

 Property additions

 63,089

 Fixed asset depreciation and amortization

 69,176

 Total Assets

 3,302,931

of reconciliation of revenue from segments to consolidated

 4,
 2023
 (1)

 31,
 2022

 Operating loss

 $
 178,854

 $
 ( 830,098
)

 Realized gain (loss) on investments in securities

 Employee retention tax credit (WCI)

 6,921

 1,350,161

 ( 62,770
)

 ( 46,321
)

 Gain (loss) on equipment disposals

 -

 56,455

 Other income

 13,139

 57,473

 Income before income
 taxes

 $
 136,145

 $
 587,675

 (1)
date of sale, October 4, 2023, we reported our discontinued operations financials as of September 30, 2023.

 Note
4 – Investment in account receivable

 On
April 10, 2015, the Company entered into an exchange agreement whereby the Company received an investment in an account receivable with
annual installment payments of $ 117,000 for 11 years through 2026, totaling $ 1,287,000 in exchange for 757,059 shares of Mentor Common
Stock obtained through the exercise of 757,059 Series D warrants at $ 1.60 per share plus a $ 0.10 per warrant redemption price.

 F- 23

 Notes

 The
Company valued the transaction based on the market value of Company common shares exchanged in the transaction, resulting in a 17.87 %
discount from the face value of the account receivable or net present value of $ 0.78 per share, the then current share price
closing. The discount is being amortized monthly to interest over the 11-year term of the agreement. In the fourth quarter of 2020,
we were notified that due to the effect of COVID-19, we might not receive the 2020 installment or the full 2021 installment. Based
on management's collection estimates, we recorded an investment loss of ($ 139,148) on
the investment in account receivable at December 31, 2020. The Company reevaluated estimated collections and recorded a loss on this investment of ($ 41,930) for
the year ended December 31, 2022 and a gain of
$ 22,718 in
the year ended December 31, 2021 in other income on the consolidated income statement.

 On
January 10, 2023, the Company received the 2022 annual installment payment of $ 117,000. Three additional $ 117,000 annual installment
payments are due for 2023, 2024, and 2025. The Company has retained its impairment reserves and recorded losses on investment due to
a history of uncertain payments.

 The
April 10, 2015 account receivable is supported by an exchange agreement and consisted of the following at December 31, 2023 and 2022:

of receivables with imputed interest

 2023

 2022

 Face value

 $
 285,400

 $
 403,600

 Impairment

 -

 -

 Unamortized discount

 ( 46,551
)

 ( 88,291
)

 Net balance

 238,849

 315,309

 Current portion

 -

 -

 Long term portion

 $
 238,849

 $
 315,309

 For
the years ended December 31, 2023 and 2022, $ 41,741 and $ 56,806 of discount amortization are included in interest income.

 Subsequent
to year-end, the Company did not receive the 2023 annual installment payment of $ 117,000 that is due in or around January or February
2024. In March 2024, the Company retained counsel to begin the process of collecting the past due amounts and explore whether the
Company should file suit. See Note 21.

 Note
5 – Note receivable

 On
October 4, 2023, in connection with the sale of the Company's ownership interest in WCI, the Company received a one-year
unsecured, subordinated, promissory note in an initial principal face amount of $ 1,000,000 from
Ally Waste Services, LLC ("Ally") at 6 %
per annum. The note is recorded at the principal face amount of $ 1,000,000 plus
accrued interest of $ 15,000 and
$ 0 at
December 31, 2023 and 2022, respectively. The note is unsecured, subordinated, and junior in right of payment of the indebtedness of
borrowed money and obligations of Ally owed to senior lenders. Subject to the terms of agreements with senior lenders, the note
principal plus accrued interest is payable on October 4, 2024. Ally's failure to pay the principal and accrued interest on
October 4, 2024, among other enumerated events of default, will result in the interest rate retroactively increasing to 12 % per
annum. The note may be set off against any indemnification obligations owed by the Company to Ally, which indemnification
obligations are secondary to indemnification obligations owed by the other WCI selling shareholder to Ally. The Company has received
assurances from Ally that the note will be paid, so management has not impaired the note receivable. If management is given any
indication from Ally or the other selling shareholder of WCI that collection is uncertain, the Company will impair the note
receivable at such time. At December 31, 2023 and 2022, our note receivable consisted of the following:

of Note Receivable

 31,

 2023

 31,

 2022

 October 4, 2023 Ally Waste Services,
 LLC subordinated promissory note receivable, including accrued interest of $ 15,000 and $ 0, at December 31, 2023 and 2022, respectively.
 The note bore interest at 6 % per annum. No payments are required under the note until the maturity date, October 4, 2024. Ally has
 the option to pay the note plus any accrued interest at any time prior to its maturity without penalty. Any prepayment shall be applied
 first to accrued but unpaid interest and then to the outstanding principal.

 $
 1,015,000

 $
 -

 Total note receivable

 $
 1,015,000

 $
 -

 F- 24

 Notes

 Note
6 - Property and equipment

and equipment are comprised of the following at December 31, 2023 and 2022:

of property, plant and equipment

 2023

 2022

 Computers

 $
 33,626

 $
 31,335

 Furniture and fixtures

 14,613

 14,613

 Machinery and vehicles

 -

 -

 Gross Property and equipment

 48,239

 45,948

 Accumulated depreciation
 and amortization

 ( 46,648
)

 ( 44,942
)

 Property and equipment of discontinued operations

 -

 309,777

 Accumulated depreciation of discontinued operations

 -

 ( 163,905
)

 Net Property and equipment

 $
 1,591

 $
 146,878

 Depreciation
and amortization expenses for our continuing operations was $ 1,706
and $ 2,078
for the years ended December 31, 2023 and 2022, respectively. All depreciation is included in selling, general and administrative
expenses in the consolidated income statements.

 Depreciation and amortization expenses for our discontinued operations
were $ 49,260 and $ 47,974 for the years ended December 31, 2023 and 2022, respectively. Of these amounts, depreciation on our discontinued
operation's vehicles used to service customer accounts included in the cost of goods sold and was $ 16,325 and $ 21,204 at October
4, 2023 and December 31, 2022, respectively. All other depreciation was associated with our discontinued operation's selling, general,
and administrative expenses.

 Note
7 – Convertible notes receivable

 On
November 22, 2017, the Company invested $ 25,000 in NeuCourt, Inc. ("NeuCourt") as a convertible note receivable. The note
bore interest at 5 % per annum, originally matured November 22, 2019, and was amended to extend the maturity date to November 22, 2021.
No payments were required prior to maturity. However, at the time the November 22, 2017 note was extended, interest accrued through November
4, 2019, was remitted to Mentor. As consideration for the extension of the maturity date for the $ 25,000 note, a warrant to purchase
up to 25,000 shares of NeuCourt common stock at $ 0.02 per share was issued to Mentor.

 On
October 31, 2018, the Company invested an additional $ 50,000 as a convertible note receivable in NeuCourt, which bore interest at 5 %,
originally matured October 31, 2020, and was amended to extend the maturity date to October 31, 2022. As consideration for the extension
of the maturity date for the $ 50,000 note plus accrued interest of $ 5,132, a warrant to purchase up to 52,500 shares of NeuCourt common
stock at $ 0.02 per share was issued to Mentor. On June 13, 2022, the Company sold $ 2,161 in note principal to a third party, thereby
reducing the principal face value of the note to $ 47,839.

 Principal
and unpaid interest on the Notes could have been converted into a blend of shares of a to-be-created series of Preferred Stock and Common
Stock of NeuCourt (i) on the closing of a future financing round of at least $ 750,000, (ii) on the election of NeuCourt on the maturity
of the Note, or (iii) on the election of Mentor following NeuCourt's election to prepay the Note.

 F- 25

 Notes

 On
July 15, 2022, the November 22, 2017 and October 31, 2018 convertible notes were exchanged for a Simple Agreement for Future Equity ("SAFE").
Prior to the exchange, the Conversion Price for each Note was the lower of (i) 75% of the price paid in the Next Equity Financing, or
the price obtained by dividing a $ 3,000,000
 valuation cap by the fully diluted number of
shares. The number of Conversion Shares to be issued on conversion was the quotient obtained by dividing the outstanding principal and
unpaid accrued interest on a Note to be converted on the date of conversion by the Conversion Price (the "Total Number of Shares"),
The Total Number of Shares consisted of Preferred Stock and Common Stock as follows: (i) That number of shares of Preferred Stock obtained
by dividing (a) the principal amount of each Note and all accrued and unpaid interest thereunder by (b) the price per share paid by other
purchasers of Preferred Stock in the Next Equity Financing (such number of shares, the "Number of Preferred Stock") and (ii)
that number of shares of Common Stock equal to the Total Number of Shares minus the Number of Preferred Stock.

 On
July 15, 2022, the Company and NeuCourt, Inc. entered into an Exchange Agreement by which the $ 25,000 and $ 47,839 principal amounts of
the NeuCourt November 22, 2017 and October 31, 2018 convertible notes and accrued unpaid interest in the amounts of $ 3,518 and $ 9,673,
respectively, were exchanged for a Simple Agreement for Future Equity ("SAFE"), a security providing for the conversion of
the SAFE into shares of NeuCourt common or preferred stock ("Capital Stock") at some future date. As of July 15, 2022, the
Company received SAFEs in the aggregate face amount of $ 86,030 (the "Purchase Amount").

 The
valuation cap of the SAFE is $ 3,000,000 ("Valuation Cap"), and the discount rate is 75 % ("Discount Rate").

 If,
prior to termination, conversion, or expiration of the SAFE, NeuCourt sells a series of preferred stock ("Equity Preferred Stock")
to investors in an equity financing raising not less than $ 500,000, Mentor's SAFE shall be converted into shares equal to the Purchase
Amount divided by the lessor of (x) the price per share of the Equity Preferred Stock multiplied by the Discount Rate and (y) the price
per share equal to the Valuation Cap divided by the number of outstanding shares of NeuCourt on a fully diluted, as-converted basis ("Conversion
Shares"). The Conversion Shares shall consist of (a) the number of shares of Equity Preferred Stock equal to the Purchase Amount
divided by the price per share of the Equity Preferred Stock ("Preferred Stock") and (b) the number of shares of common stock
equal to the Conversion Shares minus the Preferred Stock.

 The
SAFE will expire and terminate upon the earlier to occur of (i) conversion and (ii) repayment. The SAFE may be repaid by NeuCourt
upon sixty (60) days prior notice ("Repayment Notice") to the Company unless the Company elects during that period to
convert the SAFE.

 If
NeuCourt does not close an equity financing round raising $ 500,000 or more prior to expiration or termination of the SAFE, the Company
may elect to convert the SAFE into the number of shares of a to-be-created series of preferred stock equal to the (x) Purchase Amount
divided by (y) the Valuation Cap divided by the number of outstanding shares of NeuCourt on a fully diluted, as-converted basis ("Default
Conversion"). Additionally, if NeuCourt experiences a change of control, initial public offering, ceases operations, or enters
into a general assignment for the benefit of its creditors prior to conversion, termination, or expiration of the SAFE, the Company will
receive the greater of (a) a cash payment equal to the Purchase Amount and (b) the value of the shares issuable on Default Conversion.

 On
July 22, 2022, the Company sold $ 989 of the SAFE Purchase Amount to a third party. On August 1, 2022, the Company sold an additional
$ 1,285 of the SAFE Purchase Amount to a third party, thereby reducing the aggregate outstanding SAFE Purchase Amount to $ 83,756.

 On
January 20, 2023, the Company and NeuCourt entered into a SAFE Purchase Agreement by which the Company invested an additional $ 10,000
in the form of a NeuCourt Simple Agreement for Future Equity under the same terms as the previous July 15, 2022 SAFE Purchase Agreement
between NeuCourt and the Company, increasing the aggregate SAFE Purchase Amount to $ 93,756. At December 31, 2023 and 2022, the SAFE Purchase
Amount was $ 93,756 and $ 83,756, respectively.

 F- 26

 Notes

 Note
8 - Note purchase agreement and consulting agreement with G FarmaLabs Limited

 On
March 17, 2017, the Company entered into a Notes Purchase Agreement with G FarmaLabs Limited ("G Farma"), a Nevada corporation.
Under the Agreement, the Company purchased two secured promissory notes from G Farma in an aggregate principal amount of $ 500,000, both
of which bore interest at 7.42 % per annum, with monthly payments beginning on April 15, 2017 and maturity on April 15, 2022. The two
G Farma notes, as amended by subsequent addenda, are secured by all property, real and personal, tangible, or intangible of G Farma and
are guaranteed by GF Brands, Inc. and two majority shareholders of G Farma. As of March 4, 2019, the Company and G Farma had executed
eight addenda subsequent to the original agreement. Addendum II through Addendum VIII increased the aggregate principal face amount of
the working capital note to $ 990,000 and increased the monthly payments on the working capital note to $ 10,239 per month beginning March
15, 2019. G Farma has not made scheduled payments on the notes receivable since February 19, 2019.

 On
February 22, 2019, the City of Corona Building Department closed access to G Farma's corporate location and posted a notice preventing
entry to the facility; the Company was not informed by G Farma of this incident until March 14, 2019. The notice cited unpermitted modifications
to electrical, mechanical, and plumbing, including all undetermined building modifications, as the reason for the closure. On April 24,
2019, the Company was notified that certain G Farma assets at the corporate location, including equipment leased to G Farma by Mentor
Partner I valued at approximately $ 427,804, were impounded by the Corona Police. This event significantly impacted G Farma's financial
position and its ability to make future payments under the notes purchase agreements and the finance leases receivable, described in
Note 9, due the Company.

 G
Farma has not made scheduled payments on the notes receivable or the G Farma finance lease receivable since February 19, 2019. All arrangements
with G Farma, were placed on non-accrual basis effective April 1, 2019. Accrual of interest on notes receivable and finance leases, as
well as consulting revenue, was suspended April 1, 2019. The notes receivable balances of $ 1,039,501 and $ 1,039,501 at December 31, 2023
and 2022, respectively, are fully reserved and reflected in the consolidated balance sheet as $ 0 and $ 0 at December 31, 2023 and 2022,
respectively.

 On
November 4, 2020, the Court granted Mentor Capital, Inc.'s and Mentor Partner I's motion for summary adjudication as to all
four causes of action: both causes of action against G FarmaLabs Limited for breach of the two promissory notes totaling $ 1,166,570 and
one cause of action against each of Mr. Gonzalez and Ms. Gonzalez related to their duties as guarantors of G FarmaLabs Limited's
obligations under the promissory notes. See legal proceedings described in Note 18.

 On
August 27, 2021, the Company and Mentor Partner I entered into a Settlement Agreement and Mutual Release with the G Farma Entities and guarantors ("G Farma Settlors") to resolve and settle all outstanding claims
("Settlement Agreement"). The
Settlement Agreement requires the G Farma Settlors to pay the Company an aggregate of $ 500,000
plus interest, payable monthly as follows: (i) $500 per month for 12 months beginning on September 5, 2021, (ii) $1,000 per month
for 12 months beginning September 5, 2022, (iii) $2,000 per month for 12 months beginning September 5, 2023, and (iv) increasing by
an additional $1,000 per month on each succeeding September 5th thereafter, until the settlement amount and accrued unpaid interest
are paid in full. Interest on the unpaid balance shall initially accrue at the rate of 4.25% per annum, commencing February 25,
2021, compounded monthly, and shall be adjusted on February 25th of each year to equal the Prime Rate as published in the Wall
Street Journal plus 1%. In the event that the G Farma Settlors fail to make any monthly payment and have not cured two such
defaults within 10 days of notice from the Company, the parties have stipulated that an additional $ 2,000,000
should be added to the amount payable by the G Farma Settlors.

 On
October 12, 2021, the parties filed a Stipulation for Dismissal and Continued Jurisdiction with the Superior Court of California in the
County of Marin. The Court ordered that it retain jurisdiction over the parties under Section 664.6 of the California Code of Civil Procedure
to enforce the Settlement Agreement until the performance in full of its terms is met.

 F- 27

 Notes

 In
August 2022, September 2022, and October 2022, the G Farma Settlors failed to make monthly payments and failed to cure each default
within 10 days' notice from the Company pursuant to the Settlement Agreement. As a result, $ 2,000,000 was
added to the amount payable by the G Farma Settlors in accordance with the terms of the Settlement Agreement. The Company and
Partner I sought entry of a stipulated judgment against the G Farma Settlors for (1) $ 494,450, the remaining amount of the $ 500,000 settlement
amount, which has not yet been paid by the G Farma Settlors plus $ 2,000,000 and
all accrued unpaid interest, (2) the Company's incurred costs, and (3) attorneys' fees paid by the Company to obtain the
judgment.

 On
July 11, 2023, the Court entered judgment against the G Farma Settlors and in favor of Mentor and Partner I in the amount of $ 2,539,597,
which is comprised of $ 2,494,450
in principal (calculated as the aggregate settlement amount, less payments made by the G Farma Settlors, plus the default addition)
plus accrued and unpaid interest of $ 40,219,
costs of $ 1,643,
and attorneys' fees of $ 3,285
incurred by Mentor and Mentor Partner I in connection with obtaining the judgment. The judgment also accrues post-judgment interest
at the rate of 10 %
from July 11, 2023 until such time as the judgment is paid in full.

 The
Company has retained the full reserve on unpaid notes receivable balance and collections of the unpaid lease receivable balance due to
the long history of uncertain payments from G Farma and the G Farma Settlors. Payments from G Farma Settlors will be recognized in Other
Income as they are received. Recovery payments of $ 0 and $ 3,550 are included in other income in the consolidated financial statements
for the year ended December 31, 2023 and 2022, respectively. The $ 2,539,597 judgment and interest receivable of $ 120,370 for the twelve
months ended December 31, 2023 is fully reserved pending the Company's collection process. See Notes 1 and 18.

 Note
9 – Finance leases receivable

Partner I

 Partner
I entered into a Master Equipment Lease Agreement with G FarmaLabs Limited and G FarmaLabs DHS, LLC (the "G Farma Lease Entities")
with guarantees by GFBrands, Inc., formerly known as G FarmaBrands, Inc, Ata Gonzalez and Nicole Gonzalez (collectively, the "G
Farma Lease Guarantors") dated January 16, 2018, and amended March 7, April 4, June 20, and September 7, 2018, and March 4, 2019.
Partner I acquired and delivered manufacturing equipment as selected by G Farma Lease Entities under sales-type finance leases.

 As
discussed in Notes 1 and 8, on February 22, 2019, the City of Corona Building Department closed access to G Farma's corporate location;
the Company was not informed by G Farma of this incident until March 14, 2019. On April 24, 2019, the Company was informed that certain
G Farma assets at its corporate location, including equipment valued at approximately $ 427,804 leased to the G Farma Lease Entities under
the Master Equipment Lease Agreement, was impounded by the Corona Police. This event severely impacted G Farma's ability to pay
amounts due to the Company in the future, and the G Farma lease receivable was put on non-accrual status effective April 1, 2019. In
2019, an impairment of $ 783,880 was recorded. Additional bad debt expense of $ 19,519 was recognized for the year ended December 31, 2020.

 In
2020, the Company repossessed leased equipment under G Farma's control with a cost of $ 622,569 and sold it to the highest offerors
for net proceeds of $ 348,734 after shipping and delivery costs. Net sales proceeds were applied against the finance lease receivable.

 On
August 27, 2021, the Company and Mentor Partner I entered into a Settlement Agreement and Mutual Release with the G Farma Entities to
resolve and settle all outstanding claims, as further discussed in Notes 1, 8, and 18.

 On
October 12, 2021, the parties filed a Stipulation for Dismissal and Continued Jurisdiction with the Superior Court of California in the
County of Marin. The Court ordered that it retain jurisdiction over the parties under Section 664.6 of the California Code of Civil Procedure
to enforce the Settlement Agreement until the performance in full of its terms is met.

 F- 28

 Notes

 In
August 2022, September 2022, and October 2022, the G Farma Settlors failed to make monthly payments and failed to cure each default
within 10 days' notice from the Company pursuant to the Settlement Agreement. As a result, $ 2,000,000 was
added to the amount payable by the G Farma Settlors in accordance with the terms of the Settlement Agreement. The Company and
Partner I sought entry of a stipulated judgment against the G Farma Settlors for (1) $ 494,450, the remaining amount of the $ 500,000 settlement
amount, which has not yet been paid by the G Farma Settlors plus $ 2,000,000 and
all accrued unpaid interest, (2) the Company's incurred costs, and (3) attorneys' fees paid by the Company to obtain the
judgment. On July 11, 2023, the Court entered judgment against the G Farma Settlors and in favor of Mentor and Partner I in the
amount of $ 2,539,597,
which is comprised of $ 2,494,450 principal
(calculated as the aggregate settlement amount, less payments made by the G Farma Settlors, plus the default addition) plus accrued
and unpaid interest of $ 40,219,
costs of $ 1,643,
and attorneys' fees of $ 3,285 incurred
by Mentor and Mentor Partner I in connection with obtaining the judgment. The judgment also accrues post-judgment interest at the
rate of 10 %
from July 11, 2023, until such time as the judgment is paid in full.

 Net
finance leases receivable from G Farma remain fully impaired at December 31, 2023 and 2022. Payment received under this settlement will
first be applied against the notes receivable described in Note 8, and if any additional amounts are recovered, they will then be applied
against the finance leases receivable. There was no finance lease revenue recognized on Partner I finance leases at December 31, 2023
and 2022, respectively. See Note 18.

 Net
finance leases receivable, non-performing, consist of the following at December 31, 2023 and 2022:

 Schedule of net finance leases receivable, non-performing

 2023

 2022

 Gross minimum lease payments receivable

 $
 1,203,404

 $
 1,203,404

 Less: unearned interest

 ( 400,005
)

 ( 400,005
)

 Less: reserve for bad
 debt

 ( 803,399
)

 ( 803,399
)

 Finance leases receivable

 $
 -

 $
 -

Partner II

 Partner
II entered into a Master Equipment Lease Agreement with Pueblo West, dated February 11, 2018, amended on November 28, 2018 and March
12, 2019. Partner II acquired and delivered manufacturing equipment as selected by Pueblo West under sales-type finance leases.

 On
September 27, 2022, Pueblo West exercised its lease prepayment option and purchased the manufacturing equipment for $ 245,369. On September
28, 2022, Partner II transferred full title to the equipment to Pueblo West.

lease revenue recognized on Partner II finance leases for the years ended December 31, 2023 and 2022 was $ 0 and $ 37,659, respectively.

 Note
10 - Contractual interests in legal recovery

was the plaintiff in a certain legal action captioned Electrum Partners, LLC, Plaintiff, and Aurora Inc., Defendant,
in the Supreme Court of British Columbia ("Litigation"). On October 23, 2018, Mentor entered into a Joint Prosecution Agreement
among Mentor, Mentor's corporate legal counsel, Electrum, and Electrum's legal counsel.

 On
October 30, 2018, Mentor entered into a Recovery Purchase Agreement ("Recovery Agreement") with Electrum under which Mentor
purchased a portion of Electrum's potential recovery in the Litigation. Mentor agreed to pay $ 100,000
 of costs incurred in the Litigation, in consideration
for ten percent ( 10 %)
of anything of value received by Electrum as a result of the Litigation ("Recovery") in addition to repayment of its initial
investment. As of December 31, 2021, Mentor had invested an additional $ 96,666
of capital in Electrum for payment of legal retainers and fees in consideration for an additional nine percent ( 9 %)
of the Recovery. On November 18, 2022, Electrum repaid $ 196,666
to
the Company pursuant to a certain November 14, 2022 Settlement Agreement and Mutual Release, following the Company's October 21,
2022 lawsuit against Electrum and the escrow agent in the County of San Mateo.

 F- 29

 Notes

 On
October 31, 2018, Mentor also entered into a secured Capital Agreement with Electrum under which Mentor invested an additional
$ 100,000 of
capital in Electrum. In
consideration for Mentor's investment, Electrum agreed to pay Mentor, on the payment date, the sum of (i) $100,000, (ii) ten
percent (10%) of the Recovery, and (iii) 0.083334% of the Recovery for each full month from October 31, 2018 to the payment date for
each full month that $833 is not paid to Mentor. Payment was secured by all assets of Electrum. The payment date under the October
31, 2018 Capital Agreement was the earlier of November 1, 2021, or the final resolution of the Litigation.
Due to the coronavirus outbreak and the resulting delay in the trial date of the Litigation, on November 1, 2021 the parties amended
the October 31, 2018 Capital Agreement for the purpose of extending the payment to the earlier of November 1, 2023, or the final
resolution of the Litigation and increased the monthly payment payable by Electrum to $ 834.
On November 18, 2022, Electrum repaid $ 100,000 to
the Company pursuant to a certain November 14, 2022 Settlement Agreement and Mutual Release, following the Company's October
21, 2022 lawsuit against Electrum and the escrow agent in the County of San Mateo.

 On
January 28, 2019, Mentor entered into a second secured Capital Agreement with Electrum. Under the second Capital Agreement, Mentor invested
an additional $ 100,000 of capital in Electrum. In consideration for Mentor's investment, Electrum agreed to pay Mentor on the payment
date the sum of (i) $100,000, (ii) ten percent (10%) of the Recovery, and (iii) the greater of (A) 0.083334% of the Recovery for each
full month from the date hereof until the payment date if the Recovery occurs prior to the payment date, and (B) $833 for each full month
from the date hereof until the payment date. The payment date was the earlier of November 1, 2021, and the final resolution of the Litigation.
On November 1, 2021, the parties amended the January 28, 2019 Capital Agreement to extend the payment date to the earlier of November
1, 2023, or the final resolution of the Litigation, and increased the monthly payment payable by Electrum to $ 834. On November 18, 2022,
Electrum repaid $ 100,000 to the Company pursuant to a certain November 14, 2022 Settlement Agreement and Mutual Release, following the
Company's October 21, 2022 lawsuit against Electrum and the escrow agent in the County of San Mateo.

 In
addition, the January 28, 2019 Capital Agreement provides that Mentor may, at any time up to and including 90 days following the payment
date, elect to convert its 6,198 membership interests in Electrum into a cash payment of $ 194,028 plus an additional 19.4 % of the Recovery.
On November 18, 2022, Electrum repaid $ 63,324 to the Company pursuant to a certain November 14, 2022 Settlement Agreement and Mutual
Release, following the Company's October 21, 2022 lawsuit against Electrum and the escrow agent in the County of San Mateo.

 On
or about September 14, 2022, Electrum and Aurora, Inc. settled the Litigation claims and Electrum received CAD $ 800,000, or
approximately USD $ 584,000, in settlement funds from Aurora, Inc. ("Settlement Funds"), which had been placed in
escrow. Pursuant to an escrow agreement entered into by and between Electrum, Mentor, and the escrow agent, Mentor was to be paid amounts
due and owing to it under the Capital Agreements and Recovery Purchase Agreements from the Settlement Funds before any remaining amounts
are to be distributed to Electrum. However, such payment was not received. On or about September 20, 2022, the escrow agent resigned,
and Electrum refused to agree to a successor escrow agent in accordance with the terms of the escrow agreement. On October 21, 2022,
the Company filed suit against the escrow agent, Electrum, and Does 1 through 10, seeking declaratory relief from the California Superior
Court in the County of San Mateo that the escrow agent shall either distribute the Settlement Funds or transfer the Settlement Funds
to the successor escrow agent, all in accordance with the escrow agreement.

 On
November 18, 2022, Electrum repaid $ 459,990 to the Company pursuant to a certain November 14, 2022 Settlement Agreement and Mutual Release,
following the Company's October 21, 2022 lawsuit against Electrum and the escrow agent in the County of San Mateo. The Company
applied $ 196,666 to the Recovery Purchase Agreement, $ 200,000 to the Capital Agreements, and the remaining $ 63,324 to its $ 194,028 equity
interest in Electrum, resulting in a net $ 130,704 loss on the Company's equity investments in Electrum at December 31, 2022.

 F- 30

 Notes

 Note
11 – Investments and fair value

 The
hierarchy of Level 1, Level 2 and Level 3 Assets are listed as follows:

of hierarchy of level 1, level 2 and level 3 assets

 1)

 2)

 3)

 3)

 3)

 Fair
 Value Measurement Using

 Unadjusted
 Quoted Market Prices

 Quoted Prices
 for Identical or Similar Assets in Active Markets

 Unobservable Inputs

 Unobservable Inputs

 Unobservable Inputs

 1)

 2)

 3)

 3)

 3)

 in Securities

 Contractual
 interest Legal Recovery

 in Common Stock Warrants

 Other
 Equity Investments

 Balance at December 31, 2021

 $
 1,009

 $
 -

 $
 396,666

 $
 1,175

 $
 204,028

 Total gains or losses

 Included in earnings
 (or changes in net
 assets)

 ( 833
)

 -

 -

 ( 500
)

 -

 Purchases, issuances, sales,
 and settlements

 Purchases

 -

 -

 -

 -

 83,756

 Issuances

 -

 -

 -

 -

 -

 Sales

 ( 176
)

 -

 -

 -

 -

 Settlements

 -

 -

 ( 396,666
)

 -

 ( 194,028
)

 Balance at December 31, 2022

 -

 $
 -

 $
 -

 $

 $
 93,756

 Beginning balance

 -

 $
 -

 $
 -

 $

 $
 93,756

 Total gains or losses

 Included in earnings
 (or changes in net
 assets)

)

 -

 -

 -

 -

 Purchases, issuances, sales,
 and settlements

 Purchases

 649,847

 -

 -

 -

 10,000

 Issuances

 -

 -

 -

 -

 -

 Sales

 -

 -

 -

 -

 -

 Settlements

 -

 -

 -

 -

 -

 Balance at December 31, 2023

 $

 -

 -

 103,756

 Ending balance

 $

 -

 -

 103,756

 The
amortized costs, gross unrealized holding gains and losses, and fair values of the Company's investment securities classified as
equity securities, at fair value, at December 31, 2023 consist of the following:

of Investment Securities at Fair Value

 Type

 Amortized
 Costs

 Gross
 Unrealized
 Gains

 Gross
 Unrealized
 Losses

 Fair
 Values

 NYSE-listed
 company stock

 $
 649,847

 $
 -

 $
)

 $

 The
portion of unrealized gains and losses for the period related to equity securities still held at the reporting date is calculated as
follows:

of portion of unrealized gains and losses related to equity securities

 2023

 2022

 Year
 Ended December 31,

 2023

 2022

 Net gains and losses recognized
 during the period on equity securities

 $
)

 $

 Less: Net gains (losses)
 recognized during the period on equity securities sold during the period

 -

 Unrealized gains and
 losses recognized during the reporting period on equity securities still held at the reporting date

 $
)

 $
 -

 F- 31

 Notes

 Note
12 – Common Stock warrants

 On
 August 21, 1998, the Company filed for voluntary reorganization with the United States Bankruptcy Court for the Northern District of
California, and on January 11, 2000, the Company's Plan of Reorganization was approved. Among other things, the Company's
Plan of Reorganization allowed creditors and claimants to receive new Series A, B, C, and D warrants in settlement of their prior claims.
The warrants expire on May 11, 2038.

 All
Series A, B, C, and D warrants have been called, and as of December 31, 2023, all Series A, B, and C warrants have been exercised. The Company
intends to allow warrant holders or Company designees, in place of original holders, additional time as needed to exercise the remaining
Series D warrants. The Company may lower the exercise price of all or part of a warrant series at any time. Similarly, the Company could
reverse split the stock to raise the stock price above the warrant exercise price. The warrants are specifically not affected and do
not split with the shares in the event of a reverse split. If the called warrants are not exercised, the Company has the right to designate
the warrants to a new holder in return for a $ 0.10 per share redemption fee payable to the original warrant holders. All such changes
in the exercise price of warrants were provided for by the court in the Plan of Reorganization to provide a mechanism for all debtors
to receive value even if they could not or did not exercise their warrants. Therefore, management believes that the act of lowering the
exercise price is not a change from the original warrant grants, and the Company did not record an accounting impact as the result of
such a change in exercise prices.

 All
Series A and Series C warrants were exercised by December 31, 2014. All Series B warrants were exercised on January 11, 2022. Exercise
prices in effect from January 1, 2015 through December 31, 2022 for Series D warrants were $ 1.60.
On October 14, 2023, the Board of Directors of the Company authorized a reset of the Series D warrants strike price to $ 0.02
 plus a $ 0.10
 per warrant redemption fee, if applicable.

 In
2009, the Company entered into an Investment Banking agreement with Network 1 Financial Securities, Inc. and a related Strategic Advisory
Agreement with Lenox Hill Partners, LLC, with regard to a potential merger with a cancer development company. In conjunction with those
related agreements, the Company issued 689,159 Series H ($ 7) Warrants with a 30 -year life. On November 14, 2022, the 275,647 Series
H Warrants issued to Lenox Hill Partners, LLC were canceled pursuant to a Settlement Agreement. As of December 31, 2023, there were 413,512
Series H ($ 7) Warrants outstanding. The warrants are subject to cashless exercise based upon the ten-day trailing closing bid price preceding
the exercise as interpreted by the Company.

 As
of December 31, 2023, and 2022, the weighted average contractual life for all Mentor warrants was 14.5 years and 15.5 years, respectively,
and the weighted average outstanding warrant exercise price was $ 0.64 and $ 1.94 per share, respectively.

 During
the years ended December 31, 2023 and 2022, 2,000,000 and 90,410 warrants were exercised, and no warrants were issued. The intrinsic
value of outstanding warrants at December 31, 2023 and 2022 was $ 180,200 and $ 0, respectively.

 The
following table summarizes Series B and Series D common stock warrants as of each period:

 Schedule of common stock warrants

 Series
 B

 Series
 D

 B
 and D Total

 Outstanding at December 31,
 2021

 87,456

 6,252,954

 6,340,410

 Issued

 -

 -

 -

 Exercised

 87,456

 2,954

 90,410

 Outstanding at December 31, 2022

 -

 6,250,000

 6,250,000

 Issued

 -

 -

 -

 Exercised

 -

 2,000,000

 2,000,000

 Outstanding at December
 31, 2023

 -

 4,250,000

 4,250,000

 F- 32

 Notes

 Series
E, F, G, and H warrants were issued for investment banking and advisory services during 2009. Series E, F, and G warrants were exercised
in 2014. On November 14, 2022, the 275,647
 Series H Warrants of Lenox Hill Partners, LLC
were canceled pursuant to a Settlement Agreement. As of December 31, 2023, there were 413,512
 Series H ($ 7)
Warrants outstanding. The following table summarizes Series H ($7) warrants as of each period:

 Series
 H
 $7.00
 exercise
 price

 Outstanding at December 31,
 2021

 689,159

 Issued

 -

 Canceled

 275,647

 Exercised

 -

 Outstanding at December 31, 2022

 413,512

 Issued

 -

 Canceled

 -

 Exercised

 -

 Outstanding at December
 31, 2023

 413,512

 On
February 9, 2015, in accordance with Section 1145 of the United States Bankruptcy Code and the Company's Third Amended Plan of
Reorganization, the Company announced a minimum 30-day partial redemption of up to 1% of the already outstanding Series D warrants to
provide for the court specified redemption mechanism for warrants not exercised timely by the original holder or their estates. Company
designees that applied during the 30 days paid 10 cents per warrant to redeem the warrant and then exercised the Series D warrant to
purchase a share of the Company's Common stock at the court-specified formula of not more than one-half of the closing bid price
on the day preceding the 30-day exercise period. In successive months, the authorized partial warrant redemption amount was recalculated,
and the redemption offer was repeated according to the court formula. In the Company's October 7, 2016 press release, Mentor stated
that the 1% redemptions, which were formerly priced on a calendar month schedule, would subsequently be initiated and priced on a random
date schedule after the prior 1% redemption was completed to prevent potential third-party manipulation of share prices at month-end.
The periodic partial redemptions could continue to be recalculated and repeated until such unexercised warrants are exhausted or the
partial redemption is otherwise paused or truncated by the Company. For the years ended December 31, 2023 and 2022, no warrants were
redeemed.

 Note
13 – Warrant redemption liability

 The
Plan of Reorganization provides the right for the Company to call, and the Company or its designee to redeem warrants that are not exercised
timely, as specified in the Plan, by transferring a $ 0.10 redemption fee to the former holders. Certain individuals desiring to become
a Company designee to redeem warrants have deposited redemption fees with the Company that, when warrants are redeemed, will be forwarded
to the former warrant holders through DTCC or at their last known address 30 days after the last warrant of a class is exercised, or
earlier at the discretion of the Company. The Company has arranged for a service to process the redemption fees in offset to an equal
amount of liability.

 In
prior years, Series A, Series B, and Series C redemption fees were distributed through DTCC into holder's brokerage accounts or
directly to the holders. All Series A, Series B, and Series C warrants have been exercised and are no longer outstanding. At December
31, 2021, there were 87,456 Series B warrants outstanding, which were held by Chet Billingsley, the Company's Chief Executive Officer.
On January 11, 2022, Mr. Billingsley exercised his 87,456 Series B warrants in exchange for 87,456 shares of the Company's Common
Stock.

 Once
the Series D warrants have been fully redeemed and exercised, the fees for the Series D warrant series will likewise be distributed.
Mr. Billingsley has agreed to assume liability for paying these redemption fees and, therefore, warrant redemption fees received are
retained by the Company for operating costs. Should Mr. Billingsley be incapacitated or otherwise become unable to pay the warrant redemption
fees, the Company will remit the warrant redemption fees to former holders from amounts due to Mr. Billingsley from the Company, which
are sufficient to cover the redemption fees at December 31, 2023 and 2022.

 F- 33

 Notes

 Note
14 – Stockholders' equity

 Common
Stock

 The
Company was incorporated in California in 1994 and was redomiciled as a Delaware corporation, effective September 24, 2015. There are
 75,000,000 authorized shares of Common Stock at $ 0.0001 par value. The holders of Common Stock are entitled to one vote per share on
all matters submitted to a vote of the stockholders.

 Issuer
Purchases of Equity Securities

 On
August 8, 2014, the Company announced that it was initiating the repurchase of 300,000 shares of its Common Stock (approximately 2% of
the Company's common shares outstanding at that time). As of December 31, 2023, and 2022, 300,000 and 44,748 shares have been repurchased
and retired, respectively.

 Preferred
Stock

has 5,000,000 preferred shares authorized at a $ 0.0001 par value.

 On
July 13, 2017, the Company filed a Certificate of Designation of Rights, Preferences, Privileges and Restrictions of Series Q Preferred
Stock ("Certificate of Designation") with the Delaware Secretary of State to designate 200,000 preferred shares as Series
Q Preferred Stock, such series having a par value of $ 0.0001 per share. Series Q Preferred Stock is convertible into Common Stock, at
the option of the holder, at any time after the date of issuance of such share and prior to notice of redemption of such share of Series
Q Preferred Stock by the Company into such number of fully paid and nonassessable shares of Common Stock as determined by dividing the
Series Q Conversion Value by the Conversion Price at the time in effect for such share.

 The
per share "Series Q Conversion Value," as defined in the Certificate of Designation, shall be calculated by the Company at
least once each calendar quarter as follows: The per share Series Q Conversion Value shall be equal to the quotient of the "Core
Q Holdings Asset Value" divided by the number of issued and outstanding shares of Series Q Preferred Stock. The "Core Q Holdings
Asset Value" shall equal the value, as calculated and published by the Company, of all assets that constitute Core Q Holdings,
which shall include such considerations as the Company designates and need not accord with any established or commonly employed valuation
method or considerations. "Core Q Holdings" consists of all proceeds received by the Company on the sale of shares of Series
Q Preferred Stock and all securities, acquisitions, and business acquired from such proceeds by the Company. The Company shall periodically,
but at least once each calendar quarter, identify, update, account for, and value the assets that comprise the Core Q Holdings.

 The
"Conversion Price" of the Series Q Preferred Stock shall be at the product of 105% and the closing price of the Company's
Common Stock on a date designated and published by the Company. The Series Q Preferred Stock will be available only to accredited, institutional,
or qualified investors.

 The
Company sold and issued 11 shares of Series Q Preferred Stock on May 30, 2018, at a price of $ 10,000 per share, for an aggregate purchase
price of $ 110,000 ("Series Q Purchase Price"). The Company invested the Series Q Purchase Price as capital in Partner II
to purchase equipment to be leased to Pueblo West. On September 27, 2022, Pueblo West exercised its lease prepayment option and purchased
the manufacturing equipment for $ 245,369. On September 28, 2022 Partner II transferred full title to the equipment to Pueblo West. Therefore,
the Core Q Holdings at December 31, 2023 and 2022 include this interest. The Core Q Holdings Asset Value at December 31, 2023 and 2022
was $ 20,843 and $ 20,843 per share, respectively. There was no contingent liability for the Series Q Preferred Stock conversion at December
31, 2023 and 2022.

 At
December 31, 2023 and 2022, the Series Q Preferred Stock could have been converted at the Conversion Price of $ 0.105 and
$ 0.063 per
Mentor common share, respectively, which would be anti-dilutive and therefore are not included in the weighted average share
calculation for these periods.

 F- 34

 Notes

 Note
15 – Accrued salary, accrued retirement, and incentive fee – related party

 The
Company had an outstanding liability to its Chief Executive Officer ("CEO") as follows at December 31, 2023 and 2022:

of outstanding liability

 2023

 2022

 Accrued salaries and benefits

 $
 30,517

 $
 914,072

 Accrued retirement and other benefits

 667,648

 501,529

 Offset by shareholder
 advance

 ( 261,653
)

 ( 261,653
)

 Total
 outstanding liability

 $
 436,512

 $
 1,153,948

 As
approved by resolution of the Board of Directors in 1998, the CEO will be paid an incentive fee and a bonus, which are payable in installments
at the CEO's option. The incentive fee is 1 % of the increase in market capitalization based on the bid price of the Company's
stock beyond the book value at confirmation of the bankruptcy, which was approximately $ 260,000. The bonus is 0.5 % of the increase in
market capitalization for each $ 1 increase in stock price up to a maximum of $ 8 per share ( 4 %) based on the bid price of the stock beyond
the book value at confirmation of the bankruptcy. For the years ended December 31, 2023 and 2022, there was no incentive fee expense.

 Note
16 – Related party transactions

 On
August 10, 2023, Mentor received a $ 50,000 loan from its CEO, which bore interest at 7.8 % per annum, was compounded quarterly, and was
due upon demand. On October 7, 2023, the loan plus accrued interest of $ 545 was paid in full.

 On
March 12, 2021, Mentor received a $ 100,000 loan from its CEO, which bore interest at 7.8 % per annum, was compounded quarterly, and was
due upon demand. On June 17, 2021, and June 5, 2022, Mentor received additional $ 100,000 and $ 50,000 loans from its CEO with the same
terms as the original loan. On December 1, 2022, the loans plus accrued interest of $ 28,024 were paid in full.

 On
August 2, 2023, Mentor called a $ 1,080,000
note receivable from WCI, a related party at such time, plus accrued interest of $ 3,591.
On September 6, 2023, WCI satisfied the note and accrued interest in full. WCI's payment consisted of $ 66,712
cash and a $ 1,016,879
credit from the Company in exchange for the other WCI shareholder's surrender of rights to exercise 2,259,732
Series D warrants of the Company at $ 0.45
per warrant. The Company recorded the $ 1,016,879
warrant credit as a reduction to additional paid in capital in accordance with ASC 480 " Distinguishing Liabilities from
Equity Overall." WCI recorded the $ 1,016,879
credit as a capital contribution because it was derived from the surrender of the WCI non-controlling stockholder's rights to
exercise the Company's 2,259,732
warrants.

 The
note was payable on demand, and the other WCI stockholder was permitted to utilize any of his remaining Mentor warrants as currency to
partially repay the loan at a rate of $ 0.45 per warrant upon the surrender of such remaining unexercised warrants. The note accrued interest
at 0.42 % per annum with annual interest only payments due. The note was issued September 13, 2011, as payment for past amounts owed of
$ 380,000 and included prepaid amounts of $ 700,000 for administrative fees payable to the Company under that certain May 31, 2005 Liquidity
Agreement between the Company and WCI. The WCI note receivable and interest on the Company's financials and the Mentor note payable
and interest on WCI's financials were eliminated in our September 30, 2023 consolidation.

 WCI
deferred fees represented deferred administrative fees relating to the paid $ 1,080,000 note receivable from WCI, a related party at
such time. The Company recognized $ 2,667 in deferred fees per month and an additional $ 318,667 in deferred fees on September 6, 2023,
concurrent with WCI's payment of the note to the Company. The deferred fees on the Company's financials and the deferred
asset on WCI's financials were eliminated in our September 30, 2023 consolidation.

 On
October 4, 2023, we sold off our majority, controlling 51 % interest in WCI for $ 6,000,000. Upon the date of the sale, our legacy investment in WCI
was deconsolidated, and it is now reported as a discontinued operation. See Note 3.

 F- 35

 Notes

 Note
18 – Commitments and contingencies

 On
 May 28, 2019, the Company and Mentor Partner I, LLC filed suit against the G Farma Entities and three guarantors to the G Farma agreements,
described in Notes 1, 8, and 9, in the California Superior Court in and for the County of Marin. The Company primarily sought monetary
damages for breach of the G Farma agreements, including promissory notes, leases, and other agreements, to recover collateral under a
security agreement and to collect from guarantors on the agreements. The Company obtained, in January 2020, a writ of possession to recover
leased equipment within G Farma's possession. On January 31, 2020, all remaining equipment leased to G Farma by Mentor Partner
I was repossessed by the Company. In the quarter ended June 30, 2020, the Company sold all of the recovered equipment, with an original
cost of $ 622,670, for net proceeds of $ 249,481, after deducting shipping and delivery costs. All proceeds from the sale of repossessed
equipment have been applied to the G Farma lease receivable balance that is fully reserved at December 31, 2023 and 2022. Due to the
uncertainty of collection, the Company has recorded reserves against the finance leases receivable described in Note 9 and has fully
impaired all other notes receivables and investments in G Farma described in Note 8.

 On
November 4, 2020, the Court granted Mentor Capital, Inc.'s and Mentor Partner I's motion for summary adjudication as to both
causes of action against G FarmaLabs Limited for liability for breach of the two promissory notes and one cause of action against each
of Mr. Gonzalez, and Ms. Gonzalez related to their duties as guarantors of G FarmaLabs Limited's obligations under the promissory
notes.

 On
August 27, 2021, the Company and Mentor Partner I entered into a Settlement Agreement and Mutual Release with the G Farma Entities and
guarantors (collectively, "G Farma Settlors") to resolve and settle all outstanding claims ("Settlement Agreement").
 The Settlement Agreement requires the G Farma Settlors to pay the Company an aggregate of $ 500,000 plus interest, payable monthly as
follows: (i) $500 per month for 12 months beginning on September 5, 2021, (ii) $1,000 per month for 12 months beginning September 5,
2022, (iii) $2,000 per month for 12 months beginning September 5, 2023, and (iv) increasing by an additional $1,000 per month on each
succeeding September 5th thereafter, until the settlement amount and accrued unpaid interest is paid in full. Interest on the unpaid
balance shall initially accrue at the rate of 4.25%, commencing February 25, 2021, and shall be adjusted on February 25th of each year
to equal the Prime Rate as published in the Wall Street Journal plus 1%. In the event that the G Farma Settlors fail to make any monthly
payment and have not cured such default within 10 days of notice from the Company, the parties have stipulated that an additional $ 2,000,000
will be immediately added to the amount payable by the G Farma Settlors.

 On
October 12, 2021, the parties filed a Stipulation for Dismissal and Continued Jurisdiction with the Superior Court of California in the
County of Marin. The Court ordered that it retain jurisdiction over the parties under Section 664.6 of the California Code of Civil Procedure
to enforce the Settlement Agreement until the performance in full of its terms is met.

 In
August, September, and October 2022, the G Farma Settlors failed to make monthly payments and failed to cure each default within 10
days' notice from the Company pursuant to the Settlement Agreement. As a result, $ 2,000,000
was added to the amount payable by the G Farma Settlors in accordance with the terms of the Settlement Agreement. The Company and
Partner I sought entry of a stipulated judgment against the G Farma Settlors for (1) $ 494,450, the remaining amount of the $ 500,000
settlement amount, which has not yet been paid by the G Farma Settlors plus $ 2,000,000
and all accrued unpaid interest, (2) the Company's incurred costs, and (3) attorneys' fees paid by the Company to obtain
the judgment. On July 11, 2023, the Court entered judgment against the G Farma Settlors and in favor of Mentor and Partner I in the
amount of $ 2,539,597,
which is comprised of $ 2,494,450
in principal (calculated as the aggregate settlement amount, less payments made by the G Farma Settlors, plus the default
addition) plus accrued and unpaid interest of $ 40,219,
costs of $ 1,643,
and attorneys' fees of $ 3,285
incurred by Mentor and Mentor Partner I in connection with obtaining the judgment. The judgment also accrues post-judgment interest
at the rate of 10 %
from July 11, 2023, until such time as the judgment is paid in full.

 The
Company has retained the full reserve on the unpaid notes receivable balance and collections of the unpaid lease receivable balance due
to the long history of uncertain payments from G Farma and the G Farma Settlors. Payments from the G Farma Settlors will be recognized
in Other Income as they are received. Recovery payments of $ 0 and $ 3,550 are included in other income in the consolidated financial statements
for the year ended December 31, 2023 and 2022, respectively. The $ 2,539,597 judgment and interest receivable of $ 120,370 for the year
ended December 31, 2023, is fully reserved pending the outcome of the Company's collection process. See Notes 1, 8, and 9.

 F- 36

 Notes

 Note
19 – Segment Information

 The
Company is an operating, acquisition, and investment business. Subsidiaries in which the Company has a controlling financial
interest are consolidated. The Company generally has two
reportable segments: 1) the historic residual medical operations segment, which included the cost basis of our former membership
interests of Electrum, the former contractual interest in the Electrum legal recovery, the settlement payments receivable from G
Farma and its co-defendants, the former finance lease payments receivable from Pueblo West to Partner II, the operation of
subsidiaries Mentor IP and Partner I, and 2) its classic energy segment which will consist of the Company's operations and
investment in the classic energy space. The classic energy segment includes the fair value of securities investments in (i) oil and gas through Exxon
Mobil Corp. (XOM) stock, Occidental Petroleum Corp. (OXY) stock, and Chevron Corp. (CVX) stock, (ii) uranium through Cameco Corp.
(CCJ) stock, and (iii) coal through Arch Resources, Inc. (ARCH) stock. Additionally, the Company formerly had small investments in
securities listed on the NYSE and NASDAQ, an investment in note receivable from a non-affiliated party, the fair value of
convertible notes receivable and accrued interest from NeuCourt, which on July 15, 2022, was exchanged for a NeuCourt SAFE security
investment that will be carried at cost, and the investment in NeuCourt that is included in the Corporate, Other, and Eliminations
section below. Segment information for our current operating segments is as follows:

 Schedule of segment information

 Energy
 Segment

 Historic

 Segment

 Corporate,
 Other,
 and
 Eliminations

 2023

 Net sales

 $
 -

 $
 -

 $
 -

 $
 -

 -

 ( 1,305
)

 ( 1,773,905
)

 ( 1,775,210
)

 5,292

 -

 69,488

 74,780

 -

 -

 15,847

 15,847

 Property additions

 -

 -

 2,291

 2,291

 Fixed asset depreciation and amortization

 -

 -

 1,706

 1,706

 Total Assets

 2,472

 3,797,006

 4,446,841

 2022

 Net sales

 $
 -

 $
 37,659

 $
 ( 2,585
)

 $

 -

 32,909

 ( 493,235
)

 ( 460,326
)

 -

 -

 58,726

 58,726

 -

 -

 33,878

 33,878

 Property additions

 -

 -

 -

 -

 Fixed asset depreciation and amortization

 -

 -

 2,079

 2,079

 Total Assets

 -

 1,000

 4,992,892

 4,993,892

 The
following table reconciles operating segments and corporate-unallocated operating income (loss) to consolidated income before income
taxes for the years ended December 31, 2023 and 2022, as presented in the consolidated income statements:

of reconciliation of revenue from segments to consolidated

 2023

 2022

 Operating loss

 $
 ( 1,775,210
)

 $
 ( 460,326
)

 Realized gain (loss) on investments in securities

 4,802,905

 ( 170,418
)

 74,780

 58,726

 ( 15,847
)

 ( 33,878
)

 Other income

 1,291

 Income before income
 taxes

 $
 3,087,919

 $
 ( 605,342
)

Operation – Facilities Operations Segment

 As
disclosed in Note 3 of the consolidated financial statements, we sold our entire ownership interest in WCI on October 4, 2023 for
$ 6,000,000. Following
our sale of WCI, we received no new income from WCI and had no further involvement or continuing influence over its operations. Consequently,
our facilities operations segment was eliminated at the time of sale. Additionally, the results of operations associated with our
facilities operations segment were excluded from our continuing operations and presented as a discontinued operation in our
consolidated financial statements. WCI worked with business park owners, governmental centers, and apartment complexes to reduce
their facility-related operating costs. The WCI segment is now reported as a discontinued operation. See Note 3 of the consolidated
financial statements for detailed financial information on our former facilities operations segment.

 F- 37

 Notes

 Note
20 – Income tax

 The
provision (benefit) for income taxes for the years ended December 31, 2023 and 2022 consist of the following:

 Schedule of components of income tax expense (benefit)

 2023

 2022

 Current taxes from continuing operations:

 Federal

 $
 -

 $
 -

 State

 8,160

 6,768

 Total current

 8,160

 6,768

 Taxes from discontinued operations (1):

 Federal
 (1)

 5,783

 7,615

 State
 (1)

 5,783

 7,615

 Tax provision from discontinued operations
 (1)

 13,943

 14,838

 Deferred tax asset:

 Federal

 ( 273,400
)

 107,700

 State

 1,100

 18,300

 Change in valuation

 ( 272,300
)

 ( 126,000
)

 Total provision (benefit)

 $
 13,943

 $
 14,383

 (1)
 We sold our entire
ownership interest in WCI on October 4, 2023 and as a result WCI is excluded from our continuing operations and presented as discontinued
operations. See Note 3.

 The
Company has net deferred tax assets resulting from a timing difference in recognition of depreciation and reserves for uncollectible
accounts receivable and from net operating loss carryforwards.

 At
December 31, 2023, the Company had approximately $ 6,300,000 of federal net operating loss carryforwards, of which approximately $ 3,500,000
can be carried forward indefinitely, and the remaining $ 2,800,000 will begin to expire in 2034 and be fully expired by the year 2037.
The Company has a California net operating loss carryforward of approximately $ 6,500,000 that begins expiring in 2024. Mentor relocated
to Texas in September 2020, and the Company's ability to utilize the California net operating loss carryforwards is dependent on
the future generation of California taxable income.

 The
income tax provision (benefit) differs from the amount computed by applying the U.S. federal statutory corporate income tax rate of 21 %
in 2023 and 2022, respectively, to net income (loss) before income taxes for the years ended December 31, 2023 and 2022 as a result of
the following:

 Schedule of income tax rate reconciliation

 2023

 2022

 Net
 income (loss) before income tax - continuing operations

 $

 3,087,919

 $

 ( 605,342

)

 US
 federal income tax rate

 %

 %

 Computed
 expected tax (benefit) - continuing operations

 648,463

 ( 127,122)

 Net
 Income (loss) before income tax - discontinued operations (1)

 83,682

 252,800

 US
 federal income tax rate

 (1)

 21 %

 21 %

 Computed
 expected tax (benefit) - discontinued operations

 (1)

 17,573

 53,088

 Total
 computed expected tax (benefit)

 (1)

 666,036

 ( 74,034)

 Permanent
 differences and other

 ( 393,736)

 200,034

 Change
 in valuation

 ( 272,300)

 ( 126,000)

 Federal
 income tax provision

 $

 -

 $

 -

 (1)
 We sold our entire
ownership interest in WCI on October 4, 2023 and as a result WCI is excluded from our continuing operations and presented as discontinued
operations. See Note 3.

 F- 38

 Notes

 The
significant components of deferred income tax assets as of December 31, 2023 and 2022 after applying enacted corporate income tax rates
are as follows:

of deferred tax assets

 2023

 2022

 Net Operating Losses carried forward
 from continuing operations

 $
 1,913,000

 $
 1,851,100

 Capital Losses carried forward

 156,600

 371,200

 Deferred - Other

 -

 62,500

 Valuation allowance

 ( 2,069,600
)

 ( 2,284,800
)

 Deferred tax assets

 $
 -

 $
 -

 2023

 2022

 Net
 Operating Losses carried forward from discontinued operations (1)

 $

 -

 $

 57,100

 Capital
 Losses carried forward

 -

 -

 Valuation
 allowance

 -

 ( 57,100)

 Deferred tax assets

 $

 -

 $

 -

 (1)
 We sold our entire
ownership interest in WCI on October 4, 2023 and as a result WCI is excluded from our continuing operations and presented as discontinued
operations. See Note 3.

 The
Company files income tax returns in the U.S. federal jurisdiction and various state and local jurisdictions. All tax years from 2019
to 2022 are subject to examination.

 Note
21 – Subsequent events

 Subsequent
to year end, the Company did not receive a 2023 annual installment payment of $ 117,000
annuity-like investment that is due in or around January or February. The Company has retained its impairment reserves and recorded
losses on investment due to a history of uncertain payments. On March 13, 2024, the Company retained counsel to begin the process of
collecting the past due amounts and explore whether the Company should file suit. Due to a reduction in expected collections, the
collectability of our investment in account receivable was impaired by $ 116,430
on February 15, 2022 and the terms of the investment were modified, resulting in an additional loss of $ 41,930,
see Note 4.

 F- 39