UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K

 Annual
Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 For the fiscal year ended: December 31,
 2023

 OR

 Transition Report Pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934

 For the transition period from _____ to _____

 Commission File Number 33-18099-NY

 QUEST PATENT RESEARCH CORPORATION

 (Exact name of registrant as specified in its charter)

 Delaware

 11-2873662

 (State or other jurisdiction of
 incorporation or organization)

 (IRS Employer
 Identification No.)

 411 Theodore Fremd Ave., Suite 206S
 Rye, NY

 10580-1411

 (Address of principal executive offices)

 (Zip code)

 (888) 743-7577

 (Registrant's telephone number, including area code)

 Securities registered pursuant to Section 12(b)
of the Act: None

 Securities registered pursuant to Section 12(g)
of the Act: None

 Indicate by check mark if
the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

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

 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.

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

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 such shorter period that the registrant was required to submit such
files). Yes No

 Indicate by check mark if
disclosure of delinquent filers in response to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and
will not be contained, to the best registrant's knowledge, in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendments to this Form 10-K.

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.

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.

 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.

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).

the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 State the aggregate market
value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently
completed second fiscal quarter: $ 1,991,492 as of June 30, 2023.

 As of March 20, 2024, the registrant had 5,331,973
shares of common stock outstanding.

 Page

 Item 1.

 Business

 Item 1A.

 Risk Factors

 Item 1B.

 Unresolved Staff Comments

 Item 1C.

 Cybersecurity

 Item 2.

 Properties

 Item 3.

 Legal Proceedings

 Item 4.

 Mine Safety Disclosures

 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

 Item 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

 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

 Item 15.

 Exhibits and Financial Statement Schedules

 Item 16.

 Form 10-K Summary

 As used in this annual report, the terms "we,"
"us," "our," and words of like import, and the "Company" refers to Quest Patent Research Corporation
and its subsidiaries, unless the context indicates otherwise.

 i

 FORWARD-LOOKING STATEMENTS

 This Annual Report on Form 10-K contain "forward-looking
statements," within the meaning of the Private Securities Litigation Reform Act of 1995, all of which are subject to risks and uncertainties.
Forward-looking statements can be identified by the use of words such as "expects," "plans," "will,"
"forecasts," "projects," "intends," "estimates," and other words of similar meaning. One
can identify them by the fact that they do not relate strictly to historical or current facts. These statements are likely to address
our growth strategy, financial results and product and development programs. One must carefully consider any such statement and should
understand that many factors could cause actual results to differ from our forward-looking statements. These factors may include inaccurate
assumptions and a broad variety of other risks and uncertainties, including some that are known and some that are not. No forward-looking
statement can be guaranteed, and actual future results may vary materially.

 These risks and uncertainties, many of which are beyond our control,
include, and are not limited to:

 Our ability to generate revenue from our intellectual property
rights, including our ability to license our intellectual property rights and our ability to be successful in any litigation which we
may commence in order to seek to monetize our intellectual property rights;

 Our ability or perceived ability to obtain necessary financing
for operations and for the monetization of our intellectual property rights;

 Our ability to remain current with respect to our obligations
under patent purchase agreements, the failure of which could result in a default under our agreement with QPRC Finance LLC ("QFL")
and/or QPRC Finance III LLC ("QF3") or, even if the failure does not result in a default, it may affect the willingness of
QF3 to make advances to us under the funding agreement;

 Our ability to generate sufficient proceeds from our intellectual
property rights to enable us to realize any cash flow after payments to our funding sources, including QFL and QF3 under our financing
agreements with QFL and QF3, our restructured agreement with Intelligent Partners, LLC ("Intelligent Partners"), and payments
due to counsel, as well as payment obligations to sellers of intellectual property rights that we acquire;

 Our ability to identify intellectual property for innovative
technologies for which there is a significant potential market which QFL or QF3 is willing to fund and to find other funding sources
if QFL and QF3 are not willing to fund the acquisition of the intellectual property and our ability to negotiate terms for the acquisition
such intellectual property on terms which QFL or QF3 is willing to fund;

 Our ability or perceived ability to obtain necessary financing
for operations;

 The effect of any adverse decision in any action which one
of our subsidiaries may commence, including the award of legal fees in favor of a defendant, which may result in the bankruptcy of the
subsidiary;

 The effects on our business, financial conditions and ownership
of proprietary rights in the event of any default under our agreements with QFL, QF3 or Intelligent Partners;

 The effect of legislation and court decisions on our ability
to generate revenue from patent and other intellectual property rights as well as the market's perception of the effects of such
legislation or court decisions on our business;

 Our ability to reduce the cost of litigation through contingent
fees with counsel;

 The results or anticipated results of litigation by or against
us, including any actions or motions by defendants seeking legal fees or any other recovery from us in the event that a court decision
is against us or otherwise does not uphold our intellectual property rights;

 The effects on us in the event that any party against which
we commence litigation obtains a judgement against one of our subsidiaries and seeks to foreclose on the intellectual property owned
by the subsidiary which may result in a default under our agreements with QFL and QF3.

 The anticipated or actual results of our operations;

 ii

 Events or conditions relating to the enforcement of intellectual
property rights generally;

 The development of a market for our common stock;

 Our ability to retain our key executive officers and identify,
hire and retain additional key employees;

 Any discrepancy between anticipated or projected results
and actual results of our operations;

 Any decline in our stock price which results in our common
stock no longer being traded on the OTCQB which could result in a default under our funding agreements;

 The market's perception as to our ability to continue
to make our filings with the SEC in a timely manner and for our stock to continue to be traded on the OTCQB;

 Actions by third parties to either sell or purchase stock
in quantities which would have a significant effect on our stock price; and

 The sale or the market's perception of the possible
sale by QFL or Intelligent Partners of the shares of common stock which we have registered pursuant to the Securities Act;

 Any damages we may be required to pay in the event that we
do not keep the registration statement covering shares to be sold by owned by Intelligent Partners or issuable upon warrants held by
QFL current and effective without their ability to sell pursuant to Rule 144 or our ability to continue to have our stock traded on the
OTCQB;

 The effect of pandemics or other major outbreaks of disease
or civil disruptions or other events which have the effect of reducing court schedules which results in courts giving a lower priority
to legal action such as those we file and the ability or willingness of defendants to reach a settlement on our claims, and impairment
in the financial condition or bankruptcy of defendants and potential defendants in action which we commenced or may commence; and

 Other matters not within our control.

 In addition, factors that could cause or contribute
to such differences include, but are not limited to, those discussed in this Annual Report on Form 10-K, and in particular, the risks
discussed under the caption "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and
Results of Operations," as well as those discussed in other documents we file with the SEC. We undertake no obligation to revise
or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks and
uncertainties, you are cautioned not to place undue reliance on such forward-looking statements.

 Information regarding market and industry statistics
contained in this Annual Report on Form 10-K is included based on information available to us that we believe is accurate. It is generally
based on industry and other publications that are not produced for purposes of securities offerings or economic analysis. We have not
reviewed or included data from all sources. Forecasts and other forward-looking information obtained from these sources are subject to
the same qualifications and the additional uncertainties accompanying any estimates of future market size, revenue and market acceptance
of products and services. We do not assume any obligation to update any forward-looking statement. As a result, you should not place undue
reliance on these forward-looking statements.

 iii

 ITEM 1. BUSINESS

 Overview

 We are an intellectual property asset management company. Our principal
operations include the acquisition, licensing and enforcement of intellectual property rights that are either owned or controlled by us
or one of our wholly-owned subsidiaries. We currently own, control or manage twenty-two intellectual property portfolios of which we are
currently seeking or may seek monetization with respect to twelve, which principally consist of patent rights. As part of our intellectual
property asset management activities and in the ordinary course of our business, it has been necessary for us or the intellectual property
owner who we represent to initiate, and it is likely to continue to be necessary to initiate, patent infringement lawsuits and engage
in patent infringement litigation. We anticipate that our primary source of revenue will come from the grant of licenses to use our intellectual
property, including primarily licenses granted as part of the settlement of patent infringement lawsuits.

 Intellectual property monetization includes the
generation of revenue and proceeds from the licensing of patents, patented technologies and other intellectual property rights. Patent
litigation is often, and for us has been, a necessary element of intellectual property monetization where a patent owner, or a representative
of the patent owner, seeks to protect its patent rights against the unlicensed manufacture, sale, and use of the owner's patent
rights or products which incorporate the owner's patent rights. In general, we seek to monetize the bundle of rights granted by
the patents through structured licensing and when necessary, enforcement of those rights through litigation, although to date all of our
patent license revenues have resulted from litigation. To date all of our revenue from the licensing of our patents has resulted from
litigation commenced by us.

 We intend to develop our business by acquiring
intellectual property rights, either in the form of ownership of or an exclusive license to the underlying intellectual property. Our
goal is to enter into agreements with inventors of innovative technologies for which there may be a significant market for products which
use or incorporate the intellectual property. We seek to purchase all of, or interests in, intellectual property in exchange for cash,
securities of our company, the formation or a joint venture or separate subsidiary in which the owner has an equity interest, and/or interests
in the monetization of those assets. Our revenue from this aspect of our business can be generated through licensing and, when necessary,
which is typically the case, litigation. We engage in due diligence and a principled risk underwriting process to evaluate the merits
and potential value of any acquisition, partnership or joint venture. We seek to structure the terms of our acquisitions in a manner that
will achieve the highest risk-adjusted returns possible, in the context of our financial condition. In connection with the acquisition
of intellectual property portfolios, we have granted the party providing the financing an interest in any recovery we have with respect
to the intellectual property purchased with the financing, and we expect that we will have to continue to grant such interests until and
unless we have generated sufficient cash from licensing our intellectual property to enable us to acquire additional intellectual property
portfolios without outside financing. However, we cannot assure you that we will ever generate sufficient revenues to enable us to purchase
additional intellectual property without third-party financing.

 We employ a due diligence process before completing
the acquisition of an intellectual property interest. We begin with an investment thesis supporting the potential transaction and then
proceed to test the thesis through an examination of the critical drivers of the value of the underlying intellectual property asset.
Such an examination focuses on areas such as title and inventorship issues, the quality of the drafting and prosecution of the intellectual
property assets, legal risks inherent in licensing programs generally, the applicability of the invention to the relevant marketplace
and other issues such as the effects of venue and other procedural issues. If we require financing to acquire intellectual property, we
will have to satisfy our financing sources, which may be QFL or QF3, that we have the ability to monetize the intellectual property. However,
our financial position may affect our ability to conduct adequate due diligence with respect to intellectual property rights or to acquire
valuable intellectual property. This due diligence effort is conducted by our chief executive officer, who is our only full-time employee.

 It has been necessary to commence litigation in
order to obtain a recovery for past infringement of, or to license the use of, our intellectual property rights. Intellectual property
litigation is very expensive, with no certainty of any recovery. To the extent possible we seek to engage counsel on a contingent fee
or partial contingent fee basis, which significantly reduces our litigation cost, but which also reduces the value of the recovery to
us. We do not have the resources to enable us to fund the cost of litigation. To the extent that we cannot secure counsel on a contingent
basis and cannot fund litigation ourselves, which, considering our financial position, is likely to be the case, we may enter into an
agreement with a third-party, which may be an independent third-party, such as QFL or QF3, to finance the cost of litigation. In view
of our limited cash and our working capital deficiency, we are not able to institute any monetization program that may require litigation
unless we engage counsel on a fully contingent basis, or we obtain funding from third-party funding sources. In these cases, counsel may
be afforded a greater participation in the recovery and the third-party that funds the litigation would be entitled to participate in
any recovery.

 Reverse Split, Change in Authorized Common
Stock

 On July 27, 2022, we amended our amended and restated
certificate of incorporation to (i) decrease the number of authorized shares of common stock from 10,000,000,000 shares to 30,000,000
shares and (ii) effect a one-for-100 reverse split whereby each share of common stock became and was converted into 0.01 share of such
common stock, with fractional shares being rounded up to the next higher whole number of shares. All share and per share information in
this Form 10-K has been retroactively restated to reflect the reverse split and change in authorized common stock.

 Agreements with QF3

 On March 12, 2023, we and our newly formed wholly-owned
subsidiary, Harbor Island Dynamic LLC ("Harbor"), entered into a series of agreements, all dated March 12, 2023, with QF3,
a non-affiliated party, including a prepaid forward purchase agreement (the "Purchase Agreement"), a security agreement (the
"Security Agreement"), a patent security agreement (the "Patent Security Agreement" together with the Security
Agreement, the Patent Security Agreement, and the Purchase Agreement, the "Investment Documents"). The descriptions below
and elsewhere in this Form 10-K relating to our agreements with QF3 are summaries only and are qualified in their entirety by reference
to those agreements which are filed as exhibits to this Form 10-K.

 (i)
 Pursuant to the Purchase Agreement, QF3 agreed to make available
to us a financing facility of: (a) up to $4,000,000 for operating expenses; (b) $3,300,000 to fund the cash payment portion of the purchase
of a patent portfolio from Tower Semiconductor Ltd. ("Tower"); and (c) up to an additional $25,000,000 for the acquisition
of mutually agreed patent rights that we intend to monetize. In return we transferred to QF3 a right to receive a portion of net proceeds
generated from the monetization of those patents. The terms of the Purchase Agreement are described under "QF3 Purchase Agreement."

 (ii)
 On March 17, 2023, we used $3,300,000 of proceeds from the
QF3 financing as the cash payment portion of the purchase of a seven-patent portfolio (the "HID Portfolio") from Tower.

 (iii)
 Pursuant to the Security Agreement, our obligations under
the Purchase Agreement with QF3 are secured by: (a) the value of anything received from the monetization of the intellectual property
rights covered by the Security Agreement; (b) the patents (as defined in the Security Agreement); (c) all general intangibles now or
hereafter arising from or related to the foregoing (a) and (b); and (d) proceeds (including, without limitation, cash proceeds and insurance
proceeds) and products of the foregoing (a)-(c).

 (iv)
 Pursuant to the Patent Security Agreement, we and Harbor
granted QF3 a first priority continuing security interest in and lien upon Collateral covered by the Security Agreement. The Patent Security
Agreement is the instrument that is filed with the United States Patent and Trademark Office and other government agencies to perfect
QF3's security interest in the Collateral.

 QF3 Purchase Agreement

 Pursuant to the Purchase Agreement, QF3 agreed
to make available to us a financing facility of: (a) up to $4,000,000 for operating expenses; (b) $3,300,000 to fund the cash payment
portion of the purchase of a patent portfolio from Tower and (c) up to an additional $25,000,000 for the acquisition of mutually agreed
patent rights that we would intend to monetize. In return we transferred to QF3 the right to receive a portion of net proceeds generated
from the monetization of those patents. After QF3 has a negotiated rate of return, we and QF3 shall share net proceeds equally until QF3
shall have achieved its Investment Return (as defined therein). Thereafter, we shall retain 100% of all net proceeds. Except in an Event
of Default, as defined therein, all payments by us to QF3 pursuant to the Purchase Agreement are non-recourse and shall be paid only if
and after net proceeds from monetization of the patent rights owned or acquire by us are received or are to be received.

 Events of Default include any breach of the Investment
Documents, including non-payment, material misrepresentation, security interest compromise, criminal indictment or felony conviction of
one or our officers or directors, our current chief executive no longer serving as our chief executive or as a director, the occurrence
of any Event of Default under the Restructure Agreement with Intelligent Partners, as defined therein, and our insolvency. In addition
to all rights and remedies available under law and the Investment Documents, upon and Event of Default, QF3 may: (i) declare the Investment
Return immediately due and payable, (ii) except in the event of our insolvency, declare an amount equal to the aggregate amount of the
capital provided pursuant to the Purchase Agreement, plus a late charge, immediately due and payable, or (iii) cease making capital available
to us.

 Under the agreement, QF3 may terminate capital
advances other than in an Event of Default by giving written notice to us in which case QF3's interest in Net Proceeds shall be
an amount equal to the greater of (i) the capital advanced to us plus interest at the prime rate, on the one hand, and (ii) Net Proceeds
received by QF3 prior to the date of such termination.

 Grant of Security Interests

 Pursuant to the Security Agreement and Patent
Security Agreement, payment of our obligations under the Purchase Agreement with QF3 are secured by (a) the value of anything received
from the monetization of the intellectual property rights covered by the Security Agreement; (b) the patents (as defined in the Security
Agreement); (c) all general intangibles now or hereafter arising from or related to the foregoing (a) and (b); and (d) proceeds (including,
without limitation, cash proceeds and insurance proceeds) and products of the foregoing (a)-(c).

 Intercreditor Agreement

 In connection with the agreements with QF3, we,
Harbor, Quest Licensing Corporation ("QLC"), Quest NetTech Corporation ("NetTech"), Mariner IC Inc. ("Mariner"),
Semcon IP Inc. ("Semcon"), IC Kinetics Inc. ("IC"), CXT Systems Inc. ("CXT"), M-Red Inc. ("MRED"),
and Audio Messaging Inc. ("AMI"), collectively, the "Subsidiary Guarantors") entered into an intercreditor agreement
with QF3 and Intelligent Partners which provides for the priority of QF3 in the collateral under the Investment Documents.

 Agreements with QFL and Intelligent Partners

 Set forth below is a discussion of agreements
which we entered into in February 2021 with QFL to provide us with a financing facility, funds to make a payment due to Intelligent Partners
and for working capital and an agreement with Intelligent Partners to restructure our loan agreement and related agreements. The agreement
with Intelligent Partners restated our agreements with United Wireless Holdings, Inc. ("United Wireless") which had been assigned
to Intelligent Partners, an affiliate of United Wireless. The descriptions below and elsewhere in this Form 10-K relating to our agreements
with QFL and Intelligent Partners are summaries only and are qualified in their entirety by reference to those agreements which were filed
as exhibits to this Form 10-K.

 Agreements with QFL

 On February 22, 2021, we entered into a series
of agreements which we entered into in February 2021 with QFL, including a prepaid forward purchase agreement (the "Purchase Agreement"),
a security agreement (the "Security Agreement"), a subsidiary security agreement (the "Subsidiary Security Agreement"),
a subsidiary guaranty (the "Subsidiary Guarantee"), a warrant issue agreement (the "Warrant Issue Agreement"),
a registration rights agreement (the "Registration Rights Agreement") and a board observation rights agreement (the "Board
Observation Rights Agreement" together with the Security Agreement, the Subsidiary Guaranty, the Subsidiary Security Agreement,
Warrant Issuance Agreement, Registration Rights Agreement and the Purchase Agreement, the "Investment Documents") pursuant
to which, at the closing held contemporaneously with the execution of the agreements:

 (i)
 Pursuant to the Purchase Agreement, QFL agreed to make available
to us a financing facility of: (a) up to $25,000,000 for the acquisition of mutually agreed patent rights that we intend to monetize;
(b) up to $2,000,000 for operating expenses; and (iii) $1,750,000 to fund the cash payment portion of the restructure of our obligations
to Intelligent Partners. In return we transferred to QFL a right to receive a portion of net proceeds generated from the monetization
of those patents. During 2021 we requested and received $1,000,000 for working capital. The terms of the Purchase Agreement are described
under "Purchase Agreement."

 (ii)
 We used $1,750,000 of proceeds from the QFL financing as
the cash payment portion of the restructure of our obligations to Intelligent Partners as transferee of United Wireless pursuant to a
restructure agreement (the "Restructure Agreement") between us and Intelligent Partners executed contemporaneously with the
closing of the Investment Documents with QFL. The payment was made directly from QFL to Intelligent Partners. The terms of the Restructure
Agreement are described under "Restructure Agreement."

 (iii)
 Pursuant to the Security Agreement, our obligations under
the Purchase Agreement with QFL are secured by: (a) the proceeds (as defined in the Purchase Agreement); (b) the patents (as defined
in the Purchase Agreement; (c) all general intangibles now or hereafter arising from or related to the foregoing (a) and (b); and (d)
proceeds (including, without limitation, cash proceeds and insurance proceeds) and products of the foregoing (a)-(c).

 (iv)
 Pursuant to the Subsidiary Guaranty, the Subsidiary Guarantors–guaranteed
our obligations to QFL under the Purchase Agreement.

 (v)
 Pursuant to the Subsidiary Security Agreement, the Subsidiary
Guarantors grant QFL a security interest in the proceeds from the future monetization of their respective patent portfolios.

 (vi)
 Pursuant to the Warrant Issue Agreement, we granted QFL ten-year
warrants to purchase a total of up to 962,463 shares of our common stock, with an exercise price of $0.54 per share which may be exercised
through February 18, 2031 on a cash or cashless basis. Exercisability of the Warrant is limited if, upon exercise, the holder would beneficially
own more than 4.99% (the "Maximum Percentage") of our common stock, except that by written notice to us, the holder may change
the Maximum Percentage to any other percentage not in excess of 9.99% provided any such change will not be effective until the 61 st
 day following notice to us. The Warrant also contains certain minimum ownership percentage antidilution rights pursuant to which
the aggregate number of shares of common stock purchasable upon the initial exercise of the Warrant shall not be less than 10% of the
aggregate number of outstanding shares of capital stock of the Company (determined on a fully diluted basis). A portion of any gain from
sale of the shares, net of taxes and costs of exercise, realized prior to the completion of all monetization activities shall be credited
against the total return due to QFL pursuant to the Purchase Agreement.

 (vii)
 We agreed to take all commercially reasonable steps necessary
to regain compliance with the OTCQB eligibility standards as soon as practicable, but in no event later than 12 months from the closing
date. We regained such compliance on May 7, 2021, at which time the common stock recommenced trading on the OTCQB.

 (viii)
 We granted QFL certain registration rights with respect to
the 962,463 shares of common stock issuable upon exercise of the warrant.

 (ix)
 Commencing six months from the closing date, if the shares
owned by QFL cannot be sold pursuant to a registration statement and cannot be sold pursuant to Rule 144 without the Company being in
compliance with the current public information requirements of Rule 144, if the Company is not in compliance with the current public
information requirements, the Company is required to pay damages to QFL.

 (x)
 Pursuant to the Board Observation Rights Agreement, until
the later of the date on which QFL or its affiliates (i) have received the entirety of their Investment Return (as defined in Purchase
Agreement), and (ii) no longer hold any Securities (the "Observation Period"), we granted QFL the right, exercisable at any
time during the Observation Period, to appoint a representative to attend meetings (including, without limitation, telephonic or other
electronic meetings) of the Board or any committee thereof, including executive sessions, in an observer capacity.

 Purchase Agreement

 Pursuant to the Purchase Agreement, QFL agreed
to make available to us a financing facility of: (i) up to $25,000,000 for the acquisition of mutually agreed patent rights that we intend
to monetize; (ii) up to $2,000,000 for operating expenses from which we may, at our discretion, draw up to $200,000 per calendar quarter;
and (iii) $1,750,000 to fund the cash payment portion of the restructure of our obligations to Intelligent Partners. In return we transferred
to QFL the right to receive a portion of net proceeds generated from the monetization of those patents. After QFL has a negotiated rate
of return, we and QFL shall share net proceeds equally until QFL shall have achieved its Investment Return (as defined therein). Thereafter,
we shall retain 100% of all net proceeds. Except in an Event of Default, as defined therein, all payments by the Company to QFL pursuant
to the Purchase Agreement are non-recourse and shall be paid only if and after net proceeds from monetization of the patent rights owned
or acquire by the Company are received, or to be received.

 Events of Default include any breach of the Investment
Documents, including non-payment, material misrepresentation, security interest compromise, criminal indictment or felony conviction of
one or our officers or directors, our current chief executive no longer serving as our chief executive or as a director, the occurrence
of any Event of Default under the Restructure Agreement with Intelligent Partners, as defined therein, and our insolvency. In addition
to all rights and remedies available under law and the Investment Documents, upon and Event of Default, QFL may: (i) declare the Investment
Return immediately due and payable, (ii) except in the event of our insolvency, declare an amount equal to the aggregate amount of the
capital provided pursuant to the Purchase Agreement, plus a late charge, immediately due and payable, or (iii) cease making capital available
to us.

 Under the agreement, QFL may terminate capital
advances other than in an Event of Default by giving written notice to us in which case QFL's interest in Net Proceeds shall be
an amount equal to the greater of (i) the capital advanced to the Company plus interest at the prime rate, on the one hand, and (ii) Net
Proceeds received by the QFL prior to the date of such termination.

 Grant of Security Interests

 Pursuant to the Security Agreement and Subsidiary
Security Agreement, payment of the obligations of the Company under the Purchase Agreement with QFL are secured by (i) the Proceeds (as
defined in the Purchase Agreement); (ii) the Patents; (iii) all General Intangibles now or hereafter arising from or related to the foregoing;
(iv) Proceeds (including, without limitation, Cash Proceeds and insurance proceeds) and products of the foregoing and (v) the proceeds
realized by the relative patent portfolios of the Subsidiary Guarantors. The security interest in proceeds from the CXT and M-RED patents
granted to QFL is junior to the security interest held by the affiliates of Intellectual Ventures Management, LLC (collectively "Intellectual
Ventures") granted to secure the obligations of CXT and MRED pursuant to their patent purchase agreements relating to the purchase
of intellectual property from Intellectual Ventures.

 Registration Rights Agreement

 Pursuant to the Registration Rights Agreement,
we filed a registration statement with the SEC covering 500,000 of the 962,463 shares of common stock issuable upon exercise of the Warrant.
We are also required to file additional Registration Statements (as defined in the Registration Rights Agreement) on the date 60 days
after the date that we receive written notice from any Investor (as defined in the Registration Rights Agreement) that 60% of the Registrable
Securities held by all Investors registered under the immediately preceding registration statement have been sold. The Registration Rights
Agreement provides for us to pay damages in the event that we do not meet the required deadlines.

 Intercreditor Agreement

 In connection with the agreements with QFL and
the agreements with Intelligent Partners described below, we and our Subsidiaries entered into an intercreditor agreement with QFL and
Intelligent Partners which sets forth the priority of QFL in the collateral under the Investment Documents.

 Agreements with Intelligent Partners

 Securities Purchase Agreement and Related Agreements
with United Wireless

 We, together with certain of our subsidiaries,
and United Wireless, entered into a Securities Purchase Agreement dated October 22, 2015 (the "SPA") and related Transaction
Documents, as defined therein, pursuant to which the Company sold 500,000 shares (the "Shares") of our common stock, par value
$0.00003 per share (the "Common Stock") at $5.00 per share, or an aggregate of $250,000; we issued our 10% secured convertible
promissory notes due September 30, 2020 to United, and granted United an option (the "2015 Purchase Option") to purchase up
to an additional 500,000 shares of Common Stock in three tranches at the prices as set forth therein. The 2015 Purchase Option expired
unexercised on September 30, 2020. The Shares are currently owned by Andrew C. Fitton ("Fitton") and Michael Carper ("Carper")
and United Wireless subsequently transferred its note and assigned all of its remaining rights under the agreements to Intelligent Partners,
which is an affiliate of United Wireless and is owned by Fitton and Carper. Our agreements with United Wireless, also included various
monetization proceeds agreements, which we refer to as MPAs, pursuant to which we granted to Intelligent Partners, as the assignee of
United Wireless, rights to the monetization proceeds from revenue generated from certain of our intellectual property, a security agreement
and a registration rights agreement.

 At September 30, 2020, promissory notes in the
aggregate principal amount of $4,672,810 were outstanding. The notes became due by their terms on September 30, 2020, and we did not make
any payment on account of principal of and interest on the notes. As a result, Intelligent Partners had the right to declare a default
under the Notes, and, if Intelligent Partners had taken such action, it would have been necessary for us to seek protection under the
Bankruptcy Act. Subsequent to September 30, 2020, we engaged in negotiations with Intelligent Partners in parallel with our negotiations
with QFL, with a view to restructuring our obligations under the United Wireless agreements, including the Notes, so that we no longer
had any obligations under the Notes or the SPA. These negotiations resulted in the Restructure Agreement, described below, which provided
for the payment to Intelligent Partners of $1,750,000 from the proceeds from our agreements with QFL. We also made interest payments totaling
$117,780 between September 30, 2020 and February 22, 2021, the date we signed the Restructure Agreement with Intelligent Partners. One
of QFL's requirements to provide us with a funding facility was the restructure of our obligations to Intelligent Partners so that
we no longer had any debt obligations to Intelligent Partners. Neither QFL nor any other financing source, would provide us with funding
while Intelligent Partners had a right to call a default under our notes to Intelligent Partners. As part of the restructure of our agreements
with Intelligent Partners, we amended the existing MPAs and granted Intelligent Partners certain rights in the monetization proceeds from
any new intellectual property we acquire, as describe below. Under these MPAs, Intelligent Partners participates in the monetization proceeds
we receive with respect to new patents after QFL has received its negotiated rate of return.

 On or prior to the date of the Restructure Agreement,
Intelligent Partners transferred to Fitton and Carper $250,000 of the Notes (the "Transferred Note"), thereby reducing the
principal amount of the Notes held by Intelligent Partners to $4,422,810.

 On February 22, 2021, we and Intelligent Partners
agreed to extinguish the Note and Transferred Note, and terminate or amend and restate the SPA and Transaction Documents, pursuant to
a series of agreements including: a Restructure Agreement (the "Restructure Agreement"), a Stock Purchase Agreement (the "Stock
Purchase Agreement"), an Option Grant (the "Option Grant"), an Amended and Restated Pledge Agreement (the "Pledge
Agreement"), an Amended and Restated Registration Rights Agreement (the "Registration Rights Agreement"), a Board Observation
Agreement (the "Board Observation Agreement"), a MPA-NA Security Interest Agreement (the "MPA-NA Security Interest Agreement"),
an Amended and Restated Patent Proceeds Security Agreement (the "Patent Proceeds Security Agreement", an Amended and Restated
MPA-CP (the "MPA-CP"), an Amended and Restated MPA-CXT (the "MPA-CXT"), a MPA-MR (the "MPA-MR"), a
MPA-AMI (the "MPA-AMI," and together with the MPA-CP, MPA-CXT and MPA-MR, each a Restructure MPA and together the Restructure
MPAs) and a MPA-NA (the "MPA-NA").

 (i)
 Pursuant to the Restructure Agreement, we paid Intelligent
Partners $1,750,000 at closing, which we received from QFL and which QFL paid directly to Intelligent Partners, and recognized a further
non-interest bearing total monetization proceeds obligation (the "TMPO") of $2,805,000, which shall, from and after the Restructure
Date, be reduced on a dollar for dollar basis by (a) payments to Intelligent Partners pursuant to the restructure agreement, the Restructure
MPAs and the MPA-NA and (b) any election by the Intelligent Partners to pay the Exercise Price of the Restructure Option, in whole or
part, by means of a reduction in the then outstanding TMPO. Further details regarding the TMPO are provided under "TMPO";

 (ii)
 Pursuant to the Stock Purchase Agreement, we issued to Fitton
and Carper, as holders of the Transferred Note, a total of 462,963 shares of common stock at a purchase price of $0.54 per share, which
purchase price was paid by the conversion and in full satisfaction of the Transferred Note (the "Conversion Shares").

 (iii)
 Pursuant to the Option Grant, we granted Intelligent Partners
an option to purchase a total of 500,000 shares of common stock, with an exercise price of $0.54 per share which vests immediately and
may be exercised through February 9, 2026.

 (iv)
 Pursuant to the restructured monetization proceeds agreement,
Intelligent Partners has a right to receive 60% of the net monetization proceeds from the patents currently owned by the Subsidiary Guarantors.
The agreement has no termination provisions, so Intelligent Partners will be entitled to its percentage interest as long as revenue is
generated from the intellectual property covered by the agreement.

 (v)
 Pursuant to the Subsidiary Security Agreement, our obligations
under our agreements with Intelligent Partners, including its obligations under the Restructure Agreement and the Restructure MPAs are
secured by a security interest in the net proceeds realized from the future monetization of the patents currently owned by the eight
subsidiaries named above.

 (vi)
 Pursuant to the MPA-NA-Security Interest Agreement, our obligations
under the MPA-NA are secured by a security interest in net proceeds realized from the future monetization of new patents acquired until
the TMPO is satisfied, provided Intelligent Partners' secured interest shall be limited to its entitlement in Net Proceeds under
the MPA-NA. After satisfaction of the TMPO the security interest in proceeds from new assets shall terminate.

 (vii)
 We granted Intelligent Partners, Andrew Fitton and Michael
Carper certain registration rights with respect to (i) the 500,000 Shares currently owned by Fitton and Carper, which shares are included
in the registration statement that we filed; (ii) the 462,963 Conversion Shares being issued to Fitton and Carper, and (iii) the 500,000
shares of common stock issuable upon exercise of the Restructure Option;

 (viii)
 Commencing six months from the closing date, if the shares
owned by Intelligent Partners cannot be sold pursuant to a registration statement and cannot be sold pursuant to Rule 144 without the
Company being in compliance with the current public information requirements of Rule 144, if the Company is not in compliance with the
current public information requirements, the Company is required to pay damages to Intelligent Partners.

 (ix)
 Pursuant to the Board Observation Rights Agreement, until
the TMPO has been satisfied (the "Observation Period"), we granted Intelligent Partners the option and right, exercisable
at any time during the Observation Period, to appoint a representative to attend meetings of the Board or any committee thereof, including
executive sessions, in an observer capacity.

 Events of Default include (i) a Change of Control
of the Company (ii) any uncured default on payment due to Intelligent Partners in an amount totaling in excess of $275,000, which is not
the subject of a Dispute or other formal dispute resolution proceeding initiated in good faith pursuant to this Agreement or other Restructure
Documents (iii) the filing of a voluntary petition for relief under the United States Bankruptcy Code by Company or any of its material
subsidiaries, (iv) the filing of an involuntary petition for relief under the United States Bankruptcy Code against the Company, which
is not stayed or dismissed within sixty (60) days of such filing, except for an involuntary petition for relief filed solely by Intelligent
Partners, or any Affiliate or member of Intelligent Partners, or (v) acceleration of an obligation in excess of $1 million dollars to
another provider of financing following a final determination by arbitration or other judicial proceeding that such obligation is due
and owing.

 Registration Rights Agreement

 Pursuant to a registration rights agreement, we
granted Intelligent Partners, Andrew Fitton and Michael Carper certain registration rights with respect to (i) the 500,000 Shares currently
owned by Fitton and Carper; (ii) the 462,963 Conversion Shares issued to Fitton and Carper, and (iii) the 500,000 shares of common stock
issuable upon exercise of the Restructure Option. We filed the registration statement with the SEC covering the 500,000 Shares owned by
Fitton and Carper, and the registration statement was declared effective by the SEC.

 Recent Purchase of Intellectual Property from
Intellectual Ventures Entities

 On January 27, 2022, we acquired, by assignment
from Intellectual Ventures Assets 181 LLC and Intellectual Ventures Assets 174 LLC, all right title and interest to four patent portfolios
consisting of fifteen United States patents and three foreign patents for a purchase price of $1,060,000. We requested and received a
capital advance in the amount of the $1,060,000 purchase price from the facility with QFL. The patents were assigned to our wholly owned
subsidiaries Tyche Licensing LLC ("Tyche") and Deepwell IP LLC ("DIP").

 A default under the agreements with the Intellectual
Ventures affiliates could result in a default under our agreements with QFL and QF3, and, even if QFL or QF3 does not declare a default,
QFL or QF3 may be reluctant to finance our intellectual property acquisition if we are in default under any of our patent acquisition
agreements with Intellectual Venture affiliates. Further, it may be necessary for any defaulting subsidiary to seek protection under the
Bankruptcy Act if we are not able to enter into modification agreements with the Intellectual Ventures affiliates.

 Our Organization

 We were incorporated in Delaware on July 17, 1987
under the name Phase Out of America. On September 21, 1997, we changed our name to Quest Products Corporation, and, on June 6, 2007, we
changed our name to Quest Patent Research Corporation. We have been engaged in the intellectual property monetization business since 2008.
Our executive principal office is located at 411 Theodore Fremd Ave., Suite 206S, Rye, New York 10580-1411, telephone (888) 743-7577.
Our website is www.qprc.com. Information contained on or derived from our website, or any other website or any social media does not constitute
a part of this annual report.

 Our Intellectual Property Portfolios

 The real-time mobile data portfolio relates to
the automatic update of information delivered to a mobile device without the need for a manual refreshing. The portfolio is comprised
of U.S. Patent No. 7,194,468 "Apparatus and Method for Supplying Information" and all related patents, patent applications,
and all continuations, continuations-in-part, divisions, extensions, renewals, reissues and re-examinations relating to all inventions
thereof (the "Mobile Data Portfolio").

 Through December 31, 2023, we had not generated
any revenue from the Mobile Data Portfolio and we do not anticipate allocating further resources to monetization of the Mobile Data Portfolio.

 Flexible Packaging – Turtle PakTM

 The Turtle Pak portfolio relates to a cost effective,
high-protection packaging system recommended for fragile items weighing less than ten pounds. The intellectual property consists of two
U.S. patents, U.S. Patent No. RE36,412 and U.S. Patent No. 6,490,844, and the Turtle Pak trademark. Turtle Pak brand packaging
is suited for such uses as electrical and electronic components, medical, dental, and diagnostic equipment, instrumentation products,
and control components. Turtle Pak brand packaging materials are 100% curbside recyclable.

 As the exclusive licensee and manager of the manufacture
and sale of licensed product, we coordinate the manufacture and sale of licensed products to end users; we contract for the manufacture
and assembly of the product components, and we coordinate order receipt, fulfillment and invoicing. We did not generate revenues from
the TurtlePak product for the years ended December 31, 2023 and 2022.

 Universal Financial Data System

 The portfolio describes a universal financial
data system which allows its holder to use the device to access one or more accounts stored in the memory of the device as a cash payment
substitute as well as to keep track of financial and transaction records and data, such as transaction receipts, in a highly portable
package, such as a cellular device (the "Financial Data Portfolio"). The inventive universal data system is capable of supporting
multiple accounts of various types, including but not limited to credit card accounts, checking/debit accounts, and loyalty accounts.
Our wholly-owned subsidiary, Wynn Technologies Inc., acquired US Patent No. 5,859,419, from the owner, Sol Wynn. In January 2001, we filed
a reissue application for the patent, and the United States Patent and Trademark Office issued patent RE38,137. This reissued patent,
which contains 35 separate claims, replaces the original patent, which had seven claims. In February 2011, we entered into a new agreement
with Sol Li (formerly Sol Wynn), pursuant to which we issued to Mr. Li a 35% interest in Wynn Technologies and warrants to purchase up
to 50,000 shares of our common stock at an exercise price of $0.1 per share. These warrants expired unexercised. We also agreed that Mr.
Li would receive 40% of the net licensing revenues generated by Wynn Technologies with respect to this patent, which is the only patent
owned by Wynn Technologies. On December 17, 2018, Wynn Technologies, Inc. granted an exclusive license to the Financial Data Portfolio,
including the right to enforce, to our wholly owned subsidiary, Quest NetTech. Under the agreement, Quest NetTech receives 100% of the
net proceeds, as defined by the agreement.

 We did not generate revenue from the Financial
Data Portfolio in 2023 and 2022, and we do not anticipate allocating further resources to monetization of the Financial Data Portfolio.

 Rich Media

 The rich media portfolio is directed to methods,
systems, and processes that permit typical Internet users to design rich-media production content (i.e., rich-media applications), such
as websites. The portfolio consists of U.S. Patent No. 7,000,180, "Methods, Systems, and Processes for the Design and Creation of
Rich Media Applications via the Internet" and all related patents, patent applications, corresponding foreign patents and foreign
patent applications and foreign counterparts, and all continuations, continuations-in-part, divisions, extensions, renewals, reissues
and re-examinations relating to all inventions thereof (the "Rich Media Portfolio"). In July 2008, we entered into a consulting
and licensing program management agreement with Balthaser Online, Inc., the patent owner, pursuant to which we performed services related
to the establishment and management of a licensing program to evaluate and analyze the relevant market and to obtain licenses for the
Rich Media Portfolio in exchange for management fees as well as an irrevocable entitlement to a distribution of 15% of all proceeds generated
by the Rich Media Portfolio for the remaining life of the portfolio regardless of whether those proceeds are derived from litigation,
settlement, licensing or otherwise. Our 15% distribution right is subject to reduction to 7.5% in the event that we refuse or are unable
to perform the services detailed in the agreement.

 Through December 31, 2023, we had not generated
any revenue from the rich media patents.

 Anchor Structure Portfolio

 This portfolio, which we acquired from IV16 in
October 2015 and transferred to our subsidiary, Mariner IC Inc., consists of two United States patents which relate to technology for
incorporating metal structures in the corners and edges of semiconductor dies to prevent cracking from stresses.

 In March 2016, we entered into a funding agreement
whereby a third-party agreed to provide funds to us to enable us to implement a structured licensing program, including litigation, if
necessary, for the Anchor Structure Portfolio and engaged counsel on a partial contingency basis in connection with a proposed patent
infringement action relating to the Anchor Structure Portfolio. Under the funding agreement, the third-party received an interest in the
proceeds from the settlements relating to this portfolio in 2019. The funding agreement was terminated in 2021.

 We did not generate license fees from the Anchor
Structure Portfolio in 2023 or 2022, and we do not anticipate allocating further resources to monetization of the Anchor Structure Portfolio.

 Power Management/Bus Control Portfolio

 This portfolio, which is the second portfolio
which we acquired from IV16 and transferred to a newly-formed subsidiary, Semcon IP Inc., consists of four United States patents that
cover fundamental technology for adjusting the processor clock and voltage to save power based on the operating characteristics of the
processor and one United States patent that relates to coordinating direct bus communications between subsystems in an assigned channel.

 We did not generate revenue from the Power Management/Bus
Control Portfolio in 2023 or 2022, and we do not anticipate allocating further resources to its monetization.

 Diode on Chip Portfolio

 This portfolio consists of three United States
patents and one pending continuation application which cover technology relating to on-chip temperature measurement for semiconductors.
As of December 31, 2023, we had not generated any revenue from the Diode on Chip portfolio.

 CXT Portfolio

 This portfolio consists of thirty United States
patents which cover technology relating to systems and methods of operating an accessible information database which provides for inventory
evaluation, filtering according to preferences, alternative product recommendations, and access to a database of consumer feedback/evaluation.

 We did not generate revenue from the CXT Portfolio
in 2023 or 2022, and we do not anticipate allocating further resources to monetization of the CXT Portfolio.

 CMOS Portfolio

 This portfolio consists of eleven United States
patents and sixteen foreign patents which cover technology relating to digital image sensor technology systems and methods which PIS acquired
on January 26, 2018.

 We did not generate revenue from the CMOS Portfolio in 2023 or 2022,
and we do not anticipate allocating further resources to its monetization.

 M-RED Portfolio

 This portfolio consists of sixty United States
patents and eight foreign patents which cover technology relating to processor and power management which M-RED acquired on March 15,
2019.

 On April 29, 2019, M-RED brought patent infringement
suits in the U.S. District for the Eastern District of Texas against MediaTek Inc. and Acer Inc. On July 16, 2019, M-Red Inc. brought
a patent infringement suit in the U.S. District for the Eastern District of Texas against Panasonic Corporation. As of December 31, 2020,
all actions were settled and dismissed and revenue for the year ended December 31, 2020 includes revenue from settlements.

 In March 2021, M-RED brought patent infringement
suits in the U.S. District for the Eastern District of Texas against Nintendo Co., Ltd., Mitsubishi Electric Corporation and Xiaomi Corporation
et. al. In April 2021, the case against Nintendo Co., Ltd. was dismissed without prejudice. In August 2021, M-Red Inc. brought a patent
infringement suit in the U.S. District for the Eastern District of Texas against OnePlus Technology (Shenzhen) Co., Ltd. In September
2021, M-RED Inc. brought patent infringement suits in the U.S. District for the Eastern District of Texas against ASRock Inc., Biostar
Microtech International Corp., Giga-Byte Technology Co., Ltd. and Micro-Star International Co. Ltd.

 The actions against Mitsubishi Electric Corporation, ASRock Inc., and Micro-Star
International Co. Ltd. were resolved in 2021. The actions against Xiaomi Corporation et. al., OnePlus Technology (Shenzhen) Co., Ltd.,
Biostar Microtech International Corp., and Giga-Byte Technology Co., Ltd. were resolved in 2022 and our revenue for the year ended December
31, 2022 includes revenue from the related settlements. We do not anticipate allocating further resources to monetization of the M-RED
Portfolio. We did not generate revenue from the M-RED Portfolio in 2023 and we do not anticipate allocating further resources to its monetization.

 Audio Messaging Portfolio

 This portfolio consists of five issued United
States patents and one pending application which generally relate to systems and methods for associating an audio clip with an object
which our wholly-owned subsidiary, Audio Messaging Inc. ("AMI"), acquired in May of 2020. Pursuant to an unsecured non-recourse
funding agreement, a third-party agreed to provide acquisition funding in the amount of $95,000 for the acquisition. Under the funding
agreement, the third-party funder is entitled to a priority return of funds advanced from net proceeds, as defined, recovered until the
funder has received $190,000. The Company has no other obligation to the third-party and has no liability to the funder in the event that
the Company does not generate net proceeds.

 On October 8, 2021, AMI brought patent infringement suits in the U.S. District
for the Eastern District of Texas against ZTE Corporation, Guangdong OPPO Mobile Telecommunications Corp., Ltd. and Beijing Xiaomi Software
Co., Ltd. Those actions were resolved in 2022, and our revenue for the year ended December 31, 2022 includes revenue from related settlements.
We did not generate revenue from the Audio Messaging Portfolio in 2023 and we do not anticipate allocating further resources to its monetization.

 Peregrin Portfolio

 Acquired in February 2021 by our wholly owned
subsidiary, Peregrin Licensing LLC ("PLL"), this portfolio consists of eight issued United States patents which generally
relate to systems and methods for processing inbound and outbound communications, such as, for example, determining the location of a
caller and routing the inbound communication to an entity in the caller's location (the "Peregrin Portfolio"). PLL acquired
the portfolio pursuant to an agreement with Peter K. Trzyna ("PKT") whereby PKT assigned us all right, title, and interest
in a portfolio of eight United States patents, we paid PKT $350,000 at closing and agreed that upon the realization of gross proceeds
from the Peregrin Portfolio we shall make subsequent installment payment or payments in the aggregate amount of $93,900. Thereafter, PKT
is entitled to a percentage of any gross proceeds realized.

 We did not generate revenue from the Peregrin Portfolio in 2023 or 2022
and we do not anticipate allocating further resources to its monetization.

 Taasera Portfolio

 Acquired by our wholly-owned subsidiary, Taasera
Licensing LLC ("TLL"), this portfolio consists of 29 United States patents and two foreign patents which generally relate
to the field of network security (the "Taasera Portfolio"). In June 2021 seven patents were acquired via assignment from Taasera,
Inc. for the purchase price of $250,000. In August 2021 acquired a portfolio of network security patents from Daedalus Blue LLC ("DBL")
consisting of 22 United States patents and 2 foreign patents. Original assignees of the patents acquired from DBL include International
Business Machines Corporation, Internet Security Systems, Inc. and Fiberlink Communications Corporation ("Fiberlink"). ISS
and Fiberlink were acquired by IBM in 2006 and 2013, respectively. In September 2019, IBM divested over 500 United States patent assets,
as well as a number of foreign counterparts in Asia, Europe, and elsewhere, to Daedalus Group, and affiliate of DBL. Pursuant to the acquisition
agreement, DBL is entitled to a portion of the net proceeds from monetization of the TLL portfolio.

 In November 2021, TLL brought patent infringement
suits in the U.S. District for the Eastern District of Texas against Trend Micro Incorporated. In March 2022, Trend Micro, Inc. filed
a complaint against TLL in the U.S. District for the Western District of Texas seeking declaratory judgement of non-infringement of the
patents in suit. In February 2022, TLL brought patent infringement suits in the U.S. District for the Eastern District of Texas against
Checkpoint Software Technologies Ltd. and Palo Alto Networks, Inc. In March 2022, TLL voluntarily dismissed, without prejudice, the action
against Palo Alto Networks, Inc. In March 2022, Palo Alto Networks, Inc. filed a complaint against TLL and the Company in the U.S. District
for the Southern District of New York seeking declaratory judgement of non-infringement of the patents in suit. In May 2022, Trend Micro
Inc. filed a motion with the Panel on Multidistrict Litigation seeking to have the pending actions consolidated into a centralized multidistrict
litigation for pretrial proceedings. In August 2022, the Judicial Panel on Multidistrict Litigation consolidated all actions in the U.S.
District for the Eastern District of Texas. In October 2022, TLL brought patent infringement suits in the U.S. District for the Eastern
District of Texas against Fortinet, Inc., Crowdstrike, Inc. et.al., and Musarubra US, LLC. The actions against Trend Micro Incorporated,
Checkpoint Software Technologies Ltd, Palo Alto Networks, Inc. and Crowdstrike, Inc. were resolved in 2023 and our revenue for the year
ended December 31, 2023 includes revenue from the related settlements.

 Soundstreak Portfolio

 Acquired through our acquisition of all of the
issued and outstanding equity interests of Soundstreak Texas LLC ("STX") in August 2021 for a purchase price consisting of
50% of the net proceeds resulting from monetization of the patent portfolio, this patent portfolio consists of three United States patents
and one pending patent application which generally relate to streaming data (including audio or video) while also storing higher quality
versions of the same data locally. The patented technology has applications in the professional recording industry, digital audio/video
industries, the drone/remote capture industry, the teleconferencing industry, and more.

 In August 2021, STX brought a patent infringement
suit in the U.S. District for the Eastern District of Texas against Yamaha Corporation and Steinberg Media Technologies GMBH. In March
2022, STX brought a patent infringement suit in the U.S. District for the Eastern District of Texas against Parrot SA, Delair SAS, Drone
Volt, SA, EHang Holdings Limited and Flyability SA. In July 2022, STX brought a patent infringement suit in the U.S. District for the
Eastern District of Texas against Fujifilm Holdings Corporation et.al.

 The actions against Yamaha Corporation, Steinberg Media Technologies GMBH,
Parrot SA, Drone Volt, SA, Flyability SA and Delair SAS were resolved in 2022 and revenue for the year ended December 31, 2022 includes
revenue from the related settlements. The matter against Fujifilm Holdings Corporation et. al. was resolved in 2023 and revenue for the
year ended December 31, 2023 includes revenue from the related settlement.

 Multimodal Media Portfolio

 Acquired by our wholly owned subsidiary, Multimodal
Media LLC ("MML"), the Multimodal Media portfolio consists of fifteen United States patents and one pending application which
generally relate to systems and methods of recording and sending interactive messages and voice messages using mobile devices, as well
as completing a communication after an incomplete call (the "Multimodal Media Portfolio"). MML advanced $642,000 at closing
pursuant to an agreement, as amended, with Aawaaz Inc. ("AI"). Under the agreement, MML retains an amount equal to the purchase
price plus any fees incurred out of net proceeds, as defined in the agreement, after which AI is entitled to a percentage of further net
proceeds realized, if any.

 The Multimodal Media Portfolio was originally
developed by Kirusa, Inc., a communications software development company founded in 2001 by Inderpal Mumick together with other technocrats
with a dream of connecting people through the power of voice. Heralded by the invention of Voice SMS, Kirusa, Inc. was born with a vision
to revolutionize the experiences users derived from their mobile phones.

 In November 2021, MML brought patent infringement
suits in the U.S. District for the Eastern District of Texas against ZTE Corporation and Guangdong OPPO Mobile Telecommunications Corp.,
Ltd. In November 2022, MML brought patent infringement suits in the U.S. District for the Eastern District of Texas against Samsung Electronics
Co., Ltd. et al and TCL Technology Group Corporation et al. The actions against ZTE Corporation and Guangdong OPPO Mobile Telecommunications
Corp., Ltd. were resolved in 2023 and revenue for the year ended December 31, 2023 includes revenue from the related settlements.

 LS Cloud Storage Portfolio

 The LS Cloud Portfolio consists of four United
States patents which generally relate to data sharing using distributed cache.

 In March 2022, LSC brought patent infringement suits in the U.S. District
for the Eastern District of Texas against Microsoft Corporation, Google LLC, Cisco Systems, Inc. and Amazon.com, Inc. et.al. The actions
against Microsoft Corporation, Google LLC, Cisco Systems, Inc. and Amazon.com, Inc. et.al. were resolved in 2023 and we do not anticipate
allocating further resources to its monetization.

 Tyche Portfolio

 The Tyche portfolio consists of two United States
patents and related assets relating generally to symmetric inducting devices incorporated in integrated circuits and in particular to
an integrated circuit having symmetric inducting device with a ground shield.

 In May 2022, Tyche brought patent infringement
suits in the U.S. District for the Eastern District of Texas against MediaTek Inc., Realtek Semiconductor Corporation, Texas Instruments
Incorporated, Infineon Technologies AG and STMicroelectronics NV et. al. In May 2022, Tyche voluntarily dismissed, without prejudice,
the action against STMicroelectronics NV et.al. In May 2022, STMicroelectronics, Inc. filed an action for declaratory judgement of non-infringement
in the U.S. District for the Northern District of Texas, the action was dismissed without prejudice in July 2022. In September 2022, the
action against Texas Instruments Incorporated was dismissed with prejudice. The actions against MediaTek Inc. and Infineon Technologies
AG were resolved in 2023 and revenue for the year ended December 31, 2023 includes revenue from the related settlement.

 Deepwell Portfolio

 Acquired in January 2022, the Deepwell portfolio
consists of 12 United States patents and related assets ("Deepwell Portfolio"). Certain of the patents relate generally to
the manufacture and operation of integrated circuits. More particularly, embodiments of the present invention relate to: 1) selectively
coupling Voltage feeds to body bias Voltage in an integrated circuit device; 2) routing body-bias voltage to the MOSFETS (metal oxide
semiconductor field effect transistors). Certain other patents in the portfolio relate generally to method
and system for conservatively managing store capacity available to a processor issuing stores including but not limited to the utilization
of a counter mechanism, whereas the counter mechanism is incremented or decremented based on the occurrence of particular events. In September
2023, Deepwell Tyche brought a patent infringement suit in the U.S. District for the Eastern District of Texas against MediaTek Inc.

 EDI Portfolio

 In July 2022, EDI acquired, via assignment from
Edward D. Ioli Trust, all right title and interest to a portfolio of five United States patents and related applications relating to a
system and method for controlling vehicles and for providing assistance to operated vehicles ("EDI Portfolio") for a purchase
price consisting of 50% of the net proceeds resulting from monetization of the EDI Portfolio.

 HPE Portfolio

 Acquired in July 2022 pursuant to an agreement
with Hewlett Packard Enterprise Development LP and Hewlett Packard Enterprise Company, the HPE portfolio consists of eight United States
Patents across five patent families which relate generally to systems and methods around hardware, software and system security and capabilities
("HPE Portfolio"). We requested and received a capital advance from QFL in the amount of $350,000, which was used to make
payment of the purchase price pursuant to the terms of the purchase agreement. The HPE Portfolio is held by our wholly owned subsidiary,
Flash Uplink LLC.

 HID Portfolio

 Acquired by Harbor in March 2023 from Tower, the
HID Portfolio consists of seven United States Patents which relate generally to the field of fabrication of semiconductor structures and
circuits. We requested and received a capital advance from QF3 in the amount of $3,300,000, which was used to make payment of the purchase
price pursuant to the terms of the purchase agreement. Pursuant to the acquisition agreement, Tower is entitled to a portion of the net
proceeds, if any, from monetization of the HID Portfolio.

 Koyo Portfolio

 Acquired in August 2023 by our wholly owned subsidiary,
Koyo Licensing LLC pursuant to a purchase agreement with Koji Yoden for the acquisition of two United States Patents relating generally
to a user interface at a computing device with a sensitive display ("Koyo Portfolio"). Pursuant to the purchase agreement,
after recovery of the purchase price Mr. Yoden is entitled to a portion of net proceeds, if any, as defined in the purchase agreement.

 Competition

 We encounter and expect to continue to encounter
competition in the areas of intellectual property acquisitions for the sake of licensure from both private and publicly traded companies
that engage in intellectual property monetization activities. Such competitors and potential competitors include companies seeking to
acquire the same intellectual property assets and intellectual property rights that we may seek to acquire. Entities such as Acacia Research
Corporation, Document Security Systems, Inc., Intellectual Ventures, Quarterhill Inc., MOSAID Technologies Inc., VirnetX Holding Corporation,
Network-1 Security Solutions, Interdigital, Inc., IPValue Management Inc., Pendrell Corporation, Inventergy Global, Inc., Netlist Inc.,
Parkervision Inc., Walker Innovation, Inc., Daedalus Group LLC, Netlist Inc. and others derive all or a substantial portion of their revenue
from intellectual property monetization activities, and we expect more entities to enter the market. Most of our competitors have longer
operating histories and significantly greater financial resources and personnel than we have.

 We also compete with venture capital firms, strategic
corporate buyers and various industry leaders for intellectual property and technology acquisitions and licensing opportunities. Many
of these competitors have more financial and human resources than our company. In seeking to obtain intellectual property assets or intellectual
property rights, we seek to both demonstrate our understanding of the intellectual property that we are seeking to acquire or license
and our ability to monetize their intellectual property rights. Our weak cash position and history of losses, together with our low stock
price, may impair our ability to negotiate successfully with the intellectual property owners.

 Other companies may develop competing technologies
that offer better or less expensive alternatives to intellectual property rights that we may acquire and/or license. Many potential competitors
may have significantly greater resources than we do. The development of technological advances or entirely different approaches could
render certain of the technologies owned or controlled by our operating subsidiaries obsolete and/or uneconomical.

 Intellectual Property Rights

 We have twenty-two intellectual property portfolios:
financial data, mobile data, Turtle Pak, anchor structure, power management/bus control, diode on chip, rich media, CXT, CMOS, M-RED,
Audio Messaging, Peregrin, Taasera, Soundstreak, Multmodal Media, LS Cloud, Tyche, Deepwell, EDI, HPE, HID and KOYO. The following table
sets forth information concerning our patents and other intellectual property. Each patent or other intellectual property right listed
in the table below that has been granted is publicly accessible on the Internet website of the U.S. Patent and Trademark Office at www.uspto.gov.
In the table below, the anchor structure portfolio is referred to as Mariner, the power management/bus control portfolio is referred to
as Semcom, the diode on chip portfolio is referred to as IC, the Audio Messaging portfolio is referred to as AMI, the Peregrin portfolio
is referred to as PLL, the Taasera portfolio is referred to as TLL, the Soundstreak portfolio is referred to as STX, the Multimodal Media
portfolio is referred to as MML, the LS Cloud portfolio is referred to as LSC, the Tyche portfolio is referred to as Tyche, the Deepwell
portfolio is referred to as DIP, the EDI portfolio is referred to as EDI, the HPE portfolio is referred to as HPE, the HID Portfolio is
referred to as HID, the Koyo Portfolio is referred to as KOYO.

 Type

 Title

 Financial Data

 RE38,137

 Programmable multiple company credit card system

 1/11/2001

 6/10/2003

 9/28/2015

 7,194,468

 Apparatus and method for supplying information

 4/13/2000

 3/20/2007

 4/13/2020

 9,288,605

 Apparatus and method for supplying information

 11/12/2009

 3/15/2016

 4/13/2020

 9,913,068

 Apparatus and method for supplying information

 3/15/2013

 3/6/2018

 7/20/2021

 US Application

 15/877,820

 Apparatus and method for supplying information

 43123

 5/31/2018

 N/A

 Turtle Pak

 6,490,844

 Film wrap packaging apparatus and method

 6/21/2001

 12/10/2002

 7/10/2021

 Turtle Pak

 US Trademark

 74709827

 Turtle pak - design plus words, letters, and/or numbers

 8/1/1995

 6/4/1996

 N/A

 Mariner

 5,650,666

 Method and apparatus for preventing cracks in semiconductor die

 11/22/1995

 7/22/1997

 11/22/2015

 Mariner

 5,846,874

 Method and apparatus for preventing cracks in semiconductor die

 2/28/1997

 12/8/1998

 11/22/2015

 7,100,061

 1/18/2000

 8/29/2006

 1/18/2020

 7,596,708

 4/25/2006

 9/29/2009

 1/18/2020

 8,566,627

 7/14/2009

 10/22/2013

 1/18/2020

 8,806,247

 12/21/2012

 8/12/2014

 1/18/2020

 Type

 Title

 PCT Application

 PCT/US2001/001684

 1/16/2001

 7/26/2001

 N/A

 Reexam Certificate

 7,100,061C1

 6/13/2007

 8/04/2009

 N/A

 5,978,876

 System and method for controlling communications between subsystems

 4/14/1997

 11/02/1999

 4/14/2017

 IC

 7,118,273

 System for on-chip temperature measurement in integrated circuits

 4/10/2003

 10/10/2006

 4/10/2023

 IC

 7,108,420

 System for on-chip temperature measurement in integrated circuits

 10/07/2004

 9/19/2006

 4/10/2023

 IC

 9,222,843

 System for on-chip temperature measurement in integrated circuits

 9/23/2011

 12/29/2015

 4/10/2023

 IC

 US Application

 16/537,200

 System for on-chip temperature measurement in integrated circuits

 8/09/2019

 11/28/2019

 N/A

 Rich Media

 Patent Proceeds Interest

 7,000,180

 Methods, systems, and processes for the design and creation of rich media applications via the internet

 2/09/2001

 2/14/2006

 10/16/2023

 CXT

 7,103,568

 Online product exchange system

 2/23/2004

 9/05/2006

 8/08/2015

 CXT

 7,933,806

 Online product exchange system with price-sorted matching products

 9/11/2006

 4/26/2011

 8/08/2015

 CXT

 8,024,226

 Product exchange system

 11/06/2006

 4/26/2011

 8/08/2015

 CXT

 5,983,220

 Supporting intuitive decision in complex multi-attributive domains using fuzzy, hierarchial expert models

 11/14/1996

 11/09/1999

 11/14/2016

 CXT

 6,463,431

 Database evaluation system supporting their intuitive decision in complex multi-attributive domains using fuzzy, hierarchial expert models

 6/25/1999

 10/08/2002

 11/14/2016

 CXT

 5,940,807

 Automated and independently accessible inventory information exchange system

 5/28/1997

 8/17/1999

 5/23/2017

 CXT

 6,081,789

 Automated and independently accessible inventory information exchange system

 1/08/1999

 6/27/2000

 5/23/2017

 CXT

 6,601,043

 Automated and independently accessible inventory information exchange system

 6/26/2000

 7/29/2003

 5/23/2017

 Type

 Title

 CXT

 6,011,537

 System for delivering and simultaneously displaying primary and secondary information, and for displaying only the secondary information during interstitial space

 1/27/1998

 1/04/2000

 1/27/2018

 CXT

 7,133,835

 Online exchange market system with a buyer auction and a seller auction

 10/30/1995

 11/07/2006

 5/27/2018

 CXT

 6,412,012

 System, method, and article of manufacture for making a compatibility aware recommendation to a user

 12/23/1998

 6/25/2002

 12/23/2018

 CXT

 6,493,703

 System and method for implementing intelligent online community message board

 5/11/1999

 12/10/2002

 CXT

 6,571,234

 System and method for managing online message

 5/11/1999

 5/27/2003

 CXT

 6,721,748

 Online content provider system and method

 5/13/2002

 4/13/2004

 CXT

 6,778,982

 Online content provider system and method

 2/20/2003

 8/17/2004

 CXT

 6,804,675

 Online content provider system and method

 3/17/2003

 10/12/2004

 CXT

 7,159,011

 System and method for managing an online messaging board

 8/16/2004

 1/02/2007

 CXT

 7,162,471

 Content query system and method

 8/16/2004

 1/9/2007

 CXT

 RE43,835

 Online content tabulating system and method

 2/22/2007

 11/27/2012

 CXT

 RE45,661

 Online content tabulating system and method

 11/20/2012

 9/1/2015

 CXT

 7,065,494

 Electronic customer service and rating system and

 6/25/1999

 6/20/2006

 6/25/2019

 CXT

 7,340,411

 System and method for generating, capturing, and managing customer lead information over a computer network

 10/20/2003

 3/4/2008

 8/2/2021

 CXT

 8,260,806

 Storage, management and distribution of consumer information

 6/29/2007

 9/4/2012

 10/17/2021

 CXT

 7,487,130

 Consumer-controlled limited and constrained access to a centrally stored information account

 1/6/2006

 2/3/2009

 11/7/2021

 CXT

 7,016,877

 Consumer-controlled limited and constrained access to a centrally stored information account

 11/7/2001

 3/21/2006

 2/22/2023

 CXT

 7,257,581

 Storage, management and distribution of consumer information

 8/6/2001

 8/14/2007

 6/2/2023

 CXT

 7,467,141

 Branding and revenue sharing models for facilitating storage, management and distribution of consumer information

 8/20/2001

 12/16/2008

 7/28/2023

 Type

 Title

 CXT

 7,016,875

 Single sign-on for access to a central data repository

 10/9/2001

 3/21/2006

 8/19/2023

 CXT

 8,566,248

 Initiation of an information transaction over a network via a wireless device

 11/20/2001

 10/22/2013

 6/17/2026

 CXT

 9,928,508

 Single sign-on for access to a central data repository

 01/06/2006

 03/27/2018

 12/20/2022

 CMOS

 6,624,404

 CMOS image sensor having enhanced photosensitivity and method for fabricating the same

 11/26/2001

 9/23/2003

 12/30/2019

 CMOS

 KR10-0303774

 Method for fabricating cmos image sensor

 12/30/1998

 7/13/2001

 12/30/2018

 CMOS

 6,348,361

 CMOS image sensor having enhanced photosensitivity and method for fabricating the same

 12/30/1999

 02/19/2002

 12/30/2019

 CMOS

 6,184,055

 CMOS image sensor with equivalent potential diode and method for fabricating the same

 02/26/1999

 02/06/2001

 CMOS

 Chinese Patent

 CNZL99105588.8

 Complementary mos image sensor and making method thereof

 02/28/1999

 10/13/2004

 02/27/2019

 CMOS

 Chinese Patent

 CNZL200310104488.4

 Image sensing device and its manufacturing method

 02/28/1999

 03/26/2008

 02/27/2019

 CMOS

 German Patent

 DE19908457.2

 Photodiode used in cmos image sensing device

 02/26/1999

 11/28/2013

 CMOS

 French Patent

 FR2775541

 Photodiode for use in a cmos image sensor and method for fabricating the same

 08/02/2002

 CMOS

 French Patent

 FR2779870

 Photodiodes for image sensors

 05/13/2005

 CMOS

 United Kingdom Patent

 GB2334817

 Photodiode for use in a cmos image sensor and method for fabricating the same

 07/01/2003

 CMOS

 United Kingdom Patent

 GB2383900

 CMOS image sensor and method for fabricating the same

 08/20/2003

 CMOS

 Japanese Patent

 JP4390896

 CMOS image sensor and manufacture thereof

 10/16/2009

 CMOS

 KR10-0278285

 CMOS image sensor and manufacturing method thereof

 02/24/1999

 10/18/2000

 02/24/2019

 Type

 Title

 CMOS

 Taiwanese Patent

 TWI141677

 CMOS image sensor with equivalent potential diode

 03/22/1999

 10/01/2001

 03/21/2019

 CMOS

 6,180,969

 CMOS image sensor with equivalent potential diode

 02/26/1999

 01/30/2001

 CMOS

 6,563,187

 CMOS image sensor integrated together with memory device

 06/29/1999

 05/13/2003

 06/29/2019

 CMOS

 6,949,388

 CMOS image sensor integrated together with memory device

 05/12/2003

 09/27/2005

 11/09/2019

 CMOS

 KR10-0464955

 CMOS image sensor integrated with memory device

 06/29/1998

 12/24/2004

 06/29/2018

 CMOS

 6,627,929

 Solid state ccd image sensor having a light shielding

 06/13/2001

 09/30/2003

 10/13/2018

 CMOS

 KR10-0263473

 Solid state image device and fabrication method thereof

 02/16/1998

 05/17/2000

 02/16/2018

 CMOS

 6,300,157

 Solid state image sensor and method for fabricating the same

 10/13/1998

 10/09/2001

 10/13/2018

 CMOS

 7,113,203

 Method and system for single-chip camera

 05/07/2002

 09/26/2006

 05/13/2022

 CMOS

 6,706,550

 Photodiode having a plurality of PN junctions and image sensor having the same

 10/16/2002

 3/16/2004

 CMOS

 Japanese Patent

 JP4139931

 Pinned photodiode of image sensor, and its manufacture

 06/28/1999

 6/20/2008

 06/28/2019

 CMOS

 KR10-0275123

 Pinned photodiode of image sensor and manufacturing method thereof

 06/29/1998

 9/19/2000

 06/29/2018

 CMOS

 Taiwanese Patent

 TWI133257

 Photodiode having a plurality of PN junctions and image sensor having the same

 06/30/1999

 5/28/2001

 06/29/2019

 CMOS

 6,489,643

 Photodiode having a plurality of PN junctions and image sensor having the same

 06/28/1999

 12/03/2002

 06/28/2019

 M-RED

 6,853,259

 Ring oscillator dynamic adjustments for auto

 08/15/2001

 2/08/2005

 08/15/2021

 M-RED

 7,068,557

 Ring oscillator dynamic adjustments for auto

 01/25/2005

 6/27/2006

 08/15/2021

 M-RED

 7,209,401

 Ring oscillator dynamic adjustments for auto

 05/02/2006

 4/24/2007

 08/15/2021

 M-RED

 6,221,682

 Method and apparatus for evaluating a known good die using both wire bond and flip-chip interconnects

 05/28/1999

 4/24/2001

 05/28/2019

 M-RED

 RE43,607

 Method and apparatus for evaluating a known good die using both wire bond and flip-chip interconnects

 05/31/2007

 8/28/2012

 12/31/2019

 Type

 Title

 M-RED

 6,177,843

 Oscillator circuit controlled by programmable logic

 05/26/1999

 1/23/2001

 05/26/2019

 M-RED

 6,628,171

 Method, architecture and circuit for controlling and/or operating an oscillator

 01/23/2001

 9/30/2003

 05/26/2019

 M-RED

 6,831,690

 Electrical sensing apparatus and method utilizing an array of transducer elements

 12/07/1999

 12/14/2004

 12/07/2019

 M-RED

 7,511,754

 Electrical sensing apparatus and method utilizing an array of transducer elements

 10/26/2004

 3/31/2009

 02/07/2022

 M-RED

 6,498,399

 Low dielectric-constant dielectric for etchstop in dual damascene backend of integrated circuits

 09/08/1999

 12/24/2002

 09/08/2019

 M-RED

 6,744,311

 Switching amplifier with voltage-multiplying output

 04/23/2002

 6/01/2004

 04/23/2022

 M-RED

 6,646,465

 Programmable Logic Device Including Bi-Directional Shift Register

 02/07/2002

 11/11/2003

 02/07/2022

 M-RED

 6,721,310

 Multiport non-blocking high capacity atm and packet switch

 11/02/2001

 4/13/2004

 11/02/2021

 M-RED

 6,456,183

 Inductor for Integrated Circuit

 02/24/2000

 9/24/2002

 02/24/2020

 M-RED

 6,838,970

 Inductor for Integrated Circuit

 07/26/2002

 1/04/2005

 09/30/2020

 M-RED

 6,459,135

 Monolithic Integrated Circuit Incorporating An Inductive Component And Process For Fabricating Such An Integrated Circuit

 03/15/2000

 10/01/2002

 03/15/2020

 M-RED

 6,388,322

 Article comprising a mechanically compliant bump

 01/17/2001

 5/14/2002

 01/17/2021

 M-RED

 6,458,411

 Method of making a mechanically compliant bump

 10/05/2001

 10/01/2002

 01/17/2021

 M-RED

 6,506,648

 Method of fabricating a high-power RF field effect transistor with reduced hot electron injection and resulting structure

 09/02/1998

 1/14/2003

 06/27/2019

 M-RED

 6,735,422

 Calibrated DC compensation system for a wireless communication device configured in a zero intermediate frequency architecture

 10/02/2000

 5/11/2004

 10/02/2020

 M-RED

 6,674,998

 System and method for detecting and correcting phase error between differential signals

 12/21/2000

 1/06/2004

 10/02/2020

 M-RED

 6,891,440

 Quadrature oscillator with phase error correction

 12/21/2000

 1/06/2004

 08/08/2022

 M-RED

 6,763,228

 Precision automatic gain control circuit

 12/21/2001

 7/13/2004

 10/03/2021

 Type

 Title

 M-RED

 6,748,200

 Automatic gain control system and method for a ZIF architecture

 04/04/2003

 6/08/2004

 10/02/2020

 M-RED

 RE42,799

 Packet acquisition and channel tracking for a wireless communication device configured in a zero intermediate frequency architecture

 06/27/2008

 10/04/2011

 01/22/2023

 M-RED

 6,560,448

 DC compensation system for a wireless communication device configured in a zero intermediate frequency architecture

 10/02/2000

 5/06/2003

 08/29/2021

 M-RED

 6,448,910

 Method and apparatus for convolution encoding and viterbi decoding of data that utilize a configurable processor to configure a plurality of re-configurable processing elements

 03/26/2001

 9/10/2002

 03/26/2021

 M-RED

 7,127,588

 Apparatus and method for an improved performance VLIW processor

 12/05/2000

 10/24/2006

 03/17/2022

 M-RED

 6,757,752

 Micro Controller Development System

 01/14/2002

 6/29/2004

 01/14/2022

 M-RED

 6,509,646

 Apparatus For Reducing An Electrical Noise Inside A Ball Grid Array Package

 05/22/2000

 1/21/2003

 05/22/2020

 M-RED

 6,365,970

 Bond Pad Structure And Its Method Of Fabricating

 12/10/1999

 4/02/2002

 12/10/2019

 M-RED

 6,912,601

 Method of programming PLDs using a wireless link

 06/28/2000

 6/28/2005

 05/11/2022

 M-RED

 6,496,054

 Control signal generator for an overvoltage-tolerant interface circuit on a low voltage process

 05/09/2001

 12/17/2002

 05/09/2021

 M-RED

 6,194,279

 Fabrication method for gate spacer

 06/28/1999

 2/27/2001

 06/28/2019

 M-RED

 6,281,554

 Electrostatic discharge protection circuit

 03/20/2000

 8/28/2001

 03/20/2020

 M-RED

 6,657,263

 MOS transistors having dual gates and self-aligned interconnect contact windows

 06/28/2001

 12/02/2003

 03/24/2020

 M-RED

 6,461,908

 Method of manufacturing a semiconductor device

 04/10/2001

 10/08/2002

 04/10/2021

 M-RED

 6,737,995

 Clock and data recovery with a feedback loop to adjust the slice level of an input sampling circuit

 04/10/2002

 5/18/2004

 04/18/2022

 M-RED

 6,747,522

 Digitally controlled crystal oscillator with integrated coarse and fine control

 05/03/2002

 6/08/2004

 05/17/2022

 M-RED

 6,275,116

 Method, circuit and/or architecture to improve the frequency range of a voltage-controlled oscillator

 06/08/1999

 8/14/2001

 06/08/2019

 Type

 Title

 M-RED

 6,608,763

 Stacking system and method

 09/15/2000

 8/19/2003

 05/24/2021

 M-RED

 6,404,043

 Panel stacking of BGA devices to form three-dimensional modules

 06/21/2000

 6/11/2002

 06/21/2020

 M-RED

 6,472,735

 Three-dimensional memory stacking using anisotropic epoxy interconnections

 04/05/2001

 10/29/2002

 06/27/2020

 M-RED

 6,544,815

 Panel stacking of BGA devices to form three-dimensional modules

 08/06/2001

 4/08/2003

 06/21/2020

 M-RED

 6,566,746

 Panel stacking of BGA devices to form three-dimensional modules

 12/14/2001

 5/20/2003

 06/21/2020

 M-RED

 6,878,571

 Panel stacking of BGA devices to form three-dimensional modules

 12/11/2002

 4/12/2005

 04/30/2021

 M-RED

 6,627,984

 Chip stack with differing chip package types

 07/24/2001

 9/30/2003

 07/24/2021

 M-RED

 6,908,792

 Chip stack with differing chip package types

 10/03/2002

 6/21/2005

 02/21/2022

 M-RED

 6,205,524

 Multimedia arbiter and method using fixed round-robin slots for real-time agents and a timed priority slot for non-real-time agents

 09/16/1998

 3/20/2001

 09/16/2018

 M-RED

 6,157,978

 Multimedia round-robin arbitration with phantom slots for super-priority real-time agent

 01/06/1999

 12/05/2000

 09/16/2018

 M-RED

 6,117,750

 Process for obtaining a layer of single-crystal germanium or silicon on a substrate of single-crystal silicon or germanium, respectively

 12/21/1998

 9/12/2000

 12/21/2018

 M-RED

 6,429,098

 Process for obtaining a layer of single-crystal germanium or silicon on a substrate of single-crystal silicon or germanium, respectively, and multilayer products obtained

 09/11/2000

 8/06/2002

 12/21/2018

 M-RED

 6,134,176

 Disabling a defective element in an integrated circuit device having redundant elements

 11/24/1998

 10/17/2000

 11/24/2018

 M-RED

 6,366,998

 Reconfigurable functional units for implementing a hybrid vliw-simd programming model

 10/14/1998

 4/02/2002

 10/14/2018

 M-RED

 6,401,217

 Method For Error Recognition In A Processor System

 07/22/1998

 6/04/2002

 07/22/2018

 M-RED

 6,169,028

 Method for fabricating metal interconnected structure

 01/26/1999

 1/02/2001

 01/26/2019

 M-RED

 6,190,981

 Method for fabricating metal oxide semiconductor

 02/03/1999

 2/20/2001

 02/03/2019

 M-RED

 6,130,823

 Stackable ball grid array module and method

 02/01/1999

 10/10/2000

 02/01/2019

 Type

 Title

 M-RED

 6,208,004

 Semiconductor device with high-temperature-stable gate electrode for sub-micron applications and fabrication thereof

 08/19/1998

 3/27/2001

 08/19/2018

 M-RED

 6,479,362

 Semiconductor device with high-temperature-stable gate electrode for sub-micron applications and fabrication thereof

 02/14/2001

 11/12/2002

 08/19/2018

 M-RED

 KR10-0796825

 Method of manufacturing a semiconductor device

 04/03/2001

 6/24/2009

 04/03/2021

 M-RED

 British Patent

 GB0930382

 Process for obtaining a layer of single crystal germanium or silicon on single crystal silicon or germanium substrate respectively, and multilayer products thus obtained

 12/09/1998

 8/21/2002

 12/09/2018

 M-RED

 Italian Patent

 IT0930382

 Process for obtaining a layer of single crystal germanium or silicon on single crystal silicon or germanium substrate respectively, and multilayer products thus obtained

 12/09/1998

 8/21/2002

 12/09/2018

 M-RED

 KR10-0633947

 Method of fabricating a high power rf field effect transistor with reduced hot electron injection and resulting structure

 08/17/1999

 10/04/2006

 08/17/2019

 M-RED

 French Patent

 FR2791470

 Monolithic Integrated Circuit Comprising An Inductor And A Method Of Fabricating The Same

 03/23/1999

 6/01/2001

 03/23/2019

 M-RED

 French Patent

 FR2790328

 Inductive Component, Integrated Transformer, In Particular For A Radio Frequency Circuit, And Associated Integrated Circuit With Such Inductive Component Or Integrated Transformer

 02/26/1999

 4/20/2001

 M-RED

 Japanese Patent

 JP4846167

 Method of manufacturing a semiconductor device

 04/03/2001

 10/21/2011

 04/03/2021

 M-RED

 Japanese Patent

 JP5051939

 Electric sensor device, method for generating electric signal from array of converter element

 12/05/2000

 8/03/2012

 12/05/2020

 AMI

 8,280,014

 11/29/2006

 10/02/2012

 11/08/2030

 AMI

 9,088,667

 09/06/2012

 7/21/2015

 06/30/2027

 AMI

 10,033,876

 06/02/2015

 7/24/2018

 11/29/2026

 AMI

 10,348,909

 06/18/2018

 7/09/2019

 11/29/2026

 AMI

 10,938,995

 05/23/2019

 3/02/2021

 11/29/2026

 Type

 Title

 AMI

 US Patent Application

 17/162,354

 System and method for associating audio clips with objects

 01/29/2021

 5/20/2021

 N/A

 PLL

 7,761,371

 Analyzing a credit counseling agency

 07/19/2007

 7/20/2010

 10/19/2020

 PLL

 7,827,097

 System for transferring an inbound communication to one of a plurality of credit-counseling agencies

 10/19/2000

 11/02/2010

 10/23/2024

 PLL

 7,860,785

 Communication system to automatically refer an inbound communication

 07/19/2007

 12/28/2010

 10/19/2020

 PLL

 8,209,257

 System for transferring an inbound communication to one of a plurality of credit-counseling agencies

 11/01/2010

 6/26/2012

 11/27/2020

 PLL

 8,725,630

 Method of processing a phone call

 06/25/2012

 5/13/2014

 10/19/2020

 PLL

 9,948,771

 Using an interactive voice response apparatus

 05/12/2014

 4/17/2018

 12/23/2022

 PLL

 10,230,840

 Method of using an apparatus processing phone call routing

 05/12/2014

 3/12/2019

 01/05/2022

 PLL

 10,735,582

 Apparatus processing phone calls

 03/11/2019

 8/04/2020

 10/19/2020

 TLL

 8,327,441

 System and method for application attestation

 02/17/2012

 12/04/2012

 02/17/2032

 TLL

 8,776,180

 Systems and methods for using reputation scores in network services and transactions to calculate security risks to computer systems and platforms

 7/08/2014

 08/22/2032

 TLL

 8,850,517

 Runtime risk detection based on user, application, and system action sequence correlation

 01/15/2013

 9/30/2014

 01/15/2033

 TLL

 8,850,588

 Systems and methods for providing Mobile security based on dynamic Attestation

 9/30/2014

 08/11/2032

 TLL

 8,990,948

 Systems and methods for orchestrating runtime operational integrity

 3/24/2015

 01/12/2033

 TLL

 9,027,125

 Systems and methods for network flow remediation based on risk correlation

 5/05/2015

 09/02/2032

 TLL

 9,092,616

 Systems and methods for threat identification and remediation

 7/28/2015

 01/25/2033

 TLL

 7,565,549

 System and method for the managed security control of processes on a computer system

 07/03/2007

 7/21/2009

 01/03/2023

 TLL

 7,673,137

 System and method for the managed security control of processes on a computer system

 01/03/2003

 3/02/2010

 06/12/2028

 Type

 Title

 TLL

 8,150,958

 Methods, systems and computer program products for disseminating status information to users of computer resources

 05/05/2004

 4/03/2012

 09/06/2031

 TLL

 8,955,038

 Methods and systems for controlling access to computing resources based on known security vulnerabilities

 08/16/2012

 2/10/2015

 06/13/2026

 TLL

 9,608,997

 Methods and systems for controlling access to computing resources based on known security vulnerabilities

 02/10/2015

 3/28/2017

 06/13/2026

 TLL

 9,923,918

 Methods and systems for controlling access to computing resources based on known security vulnerabilities

 03/27/2017

 3/20/2018

 06/13/2026

 TLL

 20,090,075,861

 On demand virus scan

 12/04/2007

 N/A

 N/A

 TLL

 8,572,738

 On demand virus scan

 12/07/2006

 10/29/2013

 11/08/2030

 TLL

 6,842,796

 Information extraction from documents with regular expression matching

 07/03/2001

 1/11/2005

 05/28/2022

 TLL

 6,928,549

 Dynamic intrusion detection for computer systems

 07/09/2001

 8/09/2005

 08/29/2023

 TLL

 8,180,941

 Mechanisms for priority control in resource allocation

 12/04/2009

 5/15/2012

 10/27/2025

 TLL

 8,055,996

 Lightweight form pattern validation

 11/13/2003

 11/08/2011

 10/06/2027

 TLL

 8,086,835

 Rootkit detection

 06/04/2007

 12/27/2011

 06/19/2030

 TLL

 8,127,356

 System, method and program product for detecting unknown computer attacks

 08/27/2003

 2/28/2012

 12/11/2028

 TLL

 8,135,958

 Method, system, and apparatus for dynamically validating a data encryption operation

 11/22/2005

 3/13/2012

 09/05/2030

 TLL

 8,140,853

 Mutually excluded security managers

 07/01/2008

 3/20/2012

 12/31/2030

 TLL

 8,171,533

 Managing web single sign-on applications

 09/29/2008

 5/01/2012

 03/02/2031

 TLL

 8,819,419

 Method and system for dynamic encryption of a URL

 04/03/2003

 8/26/2014

 10/22/2032

 TLL

 9,118,634

 Dynamic encryption of a universal resource locator

 07/02/2014

 8/25/2015

 04/03/2023

 TLL

 9,628,453

 Dynamic encryption of a universal resource locator

 06/10/2015

 4/18/2017

 04/03/2023

 TLL

 9,860,251

 Dynamic encryption of a universal resource locator

 01/30/2017

 1/02/2018

 04/03/2023

 TLL

 8,769,126

 Expanded membership access control in a collaborative environment

 06/24/2004

 7/01/2014

 07/03/2028

 Type

 Title

 TLL

 European Patent

 EP2727042

 Rules based actions for mobile device management

 07/02/2012

 4/06/2016

 07/02/2032

 TLL

 9,071,518

 Rules based actions for mobile device management

 07/02/2012

 6/30/2015

 07/02/2032

 TLL

 7,631,354

 System security agent authentication and alert

 12/30/2004

 7/06/2006

 07/18/2027

 STX

 7,592,532

 Method and Apparatus for Remote Voice-over or Music Production and Management

 09/27/2005

 9/22/2009

 04/25/2026

 STX

 9,635,312

 Method and Apparatus for Remote Voice-over or Music Production and Management

 12/11/2015

 4/25/2017

 09/27/2025

 STX

 10,726,822

 Method and Apparatus for Remote Digital Content Monitoring and Management

 04/24/2017

 7/28/2020

 09/27/2025

 STX

 11,372,913

 Method and Apparatus for Remote Digital Content Monitoring and Management

 07/27/2020

 6/28/2022

 09/27/2025

 MML

 7,725,116

 Techniques for combining voice with wireless text short message services

 11/25/2006

 5/25/2010

 09/17/2026

 MML

 7,929,949

 Interactive multimodal messaging

 02/03/2009

 4/19/2011

 02/03/2029

 MML

 8,107,978

 Addressing voice SMS messages

 03/27/2008

 1/31/2012

 03/27/2028

 MML

 8,688,150

 Methods for identifying messages and communicating with users of a multimodal message service

 08/12/2005

 4/01/2014

 02/16/2029

 MML

 9,185,227

 Sender driven call completion system

 12/12/2013

 11/10/2015

 12/12/2033

 MML

 9,520,851

 Predictive automatic gain control in a media processing system

 03/12/2015

 12/13/2016

 06/09/2035

 MML

 9,532,191

 Multi-modal transmission of early media notifications

 05/17/2013

 12/27/2016

 05/17/2033

 MML

 9,686,324

 System and method for establishing communication links between mobile devices

 02/27/2014

 6/20/2017

 05/01/2034

 MML

 10,552,030

 10/11/2013

 2/04/2020

 07/05/2035

 MML

 10,884,609

 01/07/2020

 1/05/2021

 10/11/2033

 MML

 11,294,562

 12/10/2020

 4/05/2022

 10/11/2033

 MML

 11,567,653

 03/22/2022

 1/31/2023

 10/11/2033

 Type

 Title

 MML

 11,822,779

 01/30/2023

 11/21/2023

 10/11/2033

 MML

 US Application

 18/473,328

 09/25/2023

 1/11/2024

 N/A

 MML

 8,161,116

 Method and system for communicating a data file over a network

 05/24/2004

 4/17/2012

 08/28/2026

 MML

 8,504,633

 Method and system for communicating a data file

 04/12/2012

 8/06/2013

 05/24/2024

 LSC

 6,549,988

 Data storage system comprising a network of PCs and method using same

 01/22/1999

 4/15/2013

 01/22/2019

 LSC

 8,225,002

 Data storage and data sharing in a network of heterogeneous computers

 03/05/2003

 7/17/2012

 01/22/2019

 LSC

 9,811,463

 Apparatus Including an I/O Interface and a Network Interface and Related Method of Use

 02/23/2017

 11/07/2017

 01/22/2019

 LSC

 10,154,092

 Data Sharing Using Distributed Cache in a Network of Heterogeneous Computers

 01/15/2016

 12/11/2018

 01/15/2016

 EDI

 9,786,163

 04/05/2016

 10/10/2017

 10/10/2021

 EDI

 10,026,310

 09/09/2016

 7/17/2018

 04/05/2036

 EDI

 10,297,146

 07/16/2018

 5/21/2019

 04/05/2036

 EDI

 10,796,566

 05/20/2019

 10/06/2020

 04/05/2036

 EDI

 11,200,796

 10/05/2020

 12/14/2021

 04/05/2036

 EDI

 US Application

 17/548,798

 12/13/2021

 10/27/2022

 N/A

 Tyche

 6,900,087

 Symmetric inducting device for an integrated circuit having a ground shield

 08/21/2003

 5/31/2005

 10/14/2022

 Tyche

 7,084,481

 Symmetric inducting device for an integrated circuit having a ground shield

 05/28/2004

 8/01/2006

 07/13/2022

 DIP

 6,936,898

 Diagonal deep well region for routing body-bias voltage for MOSFETS in surface well regions

 12/31/2002

 8/30/2005

 03/03/2023

 DIP

 7,098,512

 Layout patterns for deep well region to facilitate routing body-bias voltage

 10/10/2003

 8/29/2006

 03/14/2023

 DIP

 7,332,763

 Selective coupling of voltage feeds for body bias voltage in an integrated circuit device

 01/26/2004

 2/19/2008

 07/05/2023

 Type

 Title

 DIP

 7,211,478

 Diagonal deep well region for routing body-bias voltage for MOSFETS in surface well regions

 08/08/2005

 5/01/2007

 12/31/2022

 DIP

 7,645,664

 Layout pattern for deep well region to facilitate routing body-bias voltage

 06/08/2006

 1/12/2010

 12/21/2023

 DIP

 7,323,367

 Diagonal deep well region for routing body-bias voltage for MOSFETS in surface well regions

 05/01/2007

 1/29/2008

 12/31/2022

 DIP

 7,608,897

 Sub-surface region with diagonal gap regions

 01/28/2008

 10/27/2009

 12/31/2022

 DIP

 9,251,865

 Selective coupling of voltage feeds for body bias voltage in an integrated circuit device

 02/11/2008

 2/02/2016

 07/05/2023

 DIP

 8,415,730

 Selective coupling of voltage feeds for body bias voltage in an integrated circuit device

 02/19/2008

 4/09/2013

 07/05/2023

 DIP

 7,149,851

 Method and system for conservatively managing store capacity available to a processor issuing stores

 08/21/2003

 12/12/2006

 10/17/2024

 DIP

 7,606,979

 Method and system for conservatively managing store capacity available to a processor issuing stores

 12/12/2006

 10/20/2009

 08/21/2023

 DIP

 RE44,025

 Apparatus and method for integrated circuit power management

 07/18/2008

 2/19/2013

 09/09/2024

 HPE

 7,962,948

 VIDEO-ENABLED COMMUNITY BUILDING

 04/06/2001

 6/14/2011

 02/17/2026

 HPE

 8,230,497

 Method Of Identifying Software Vulnerabilities On A Computer System

 11/04/2002

 7/24/2012

 09/24/2031

 HPE

 7,353,539

 SIGNAL LEVEL PROPAGATION MECHANISM FOR DISTRIBUTION OF A PAYLOAD TO VULNERABLE SYSTEMS

 01/16/2003

 4/01/2008

 06/02/2025

 HPE

 7,647,327

 Method And System For Implementing Storage Strategies Of A File Autonomously Of A User

 09/24/2003

 1/12/2010

 02/04/2025

 HPE

 7,404,204

 System And Method For Authentication Via A Single Sign-on Server

 02/06/2004

 7/22/2008

 03/02/2026

 HPE

 7,426,633

 System And Method For Reflashing Disk Drive

 05/12/2005

 9/16/2008

 09/15/2026

 HPE

 8,027,333

 IP-based Enhanced Emergency Services Using Intelligent Client Devices

 09/05/2008

 9/27/2011

 08/15/2024

 HPE

 7,440,442

 IP-based Enhanced Emergency Services Using Intelligent Client Devices

 10/21/2003

 10/21/2008

 11/24/2026

 HID

 7,745,886

 Semiconductor on insulator (SOI) switching circuit

 09/29/2008

 6/29/2010

 12/25/2028

 Type

 Title

 HID

 9,412,758

 Semiconductor on insulator (SOI) structure with more predictable junction capacitance and method for fabrication

 09/29/2008

 8/09/2016

 09/29/2028

 HID

 9,245,826

 Anchor vias for improved backside metal adhesion to semiconductor substrate

 01/27/2014

 1/26/2016

 01/27/2034

 HID

 9,147,609

 Through silicon via structure, method of formation, and integration in semiconductor substrate

 03/08/2012

 9/29/2015

 08/28/2032

 HID

 7,772,673

 Deep trench isolation and method for forming same

 03/16/2007

 8/10/2010

 06/27/2028

 HID

 10,622,262

 High performance SiGe heterojunction bipolar transistors built on thin film silicon-on-insulator substrates for radio frequency applications

 10/06/2017

 4/14/2020

 10/06/2037

 HID

 10,991,631

 High performance SiGe heterojunction bipolar transistors built on thin-film silicon-on-insulator substrates for radio frequency applications

 07/02/2018

 4/27/2021

 10/06/2037

 KOYO

 9,116,598

 User interface for use in computing device with sensitive display

 01/01/2013

 8/25/2015

 07/10/2033

 KOYO

 10,969,930

 User interface for use in computing device with sensitive display

 03/09/2020

 4/06/2021

 01/01/2033

 *
 Subject to any terminal disclaimer

 Research and Development

 We did not incur research and development expenses
during 2023 or 2022, since research and development are not part of our business.

 Consulting Contracts

 On February 22, 2021, we entered into advisory
service agreement with three consultants pursuant to which they will provide services to us in connection with the development of our
business. The agreements have a term of ten years and may be terminated by us for cause or upon the death or disability of the consultants.

 Pursuant to the agreements with two of the consultants,
the compensation payable to each of them consists of a restricted stock grant of 100,000 shares of Common Stock which vested in full immediately
upon issuance and a ten-year option to purchase a total of 300,000 shares of Common Stock, which become exercisable cumulatively as follows:

 100,000 shares at an exercise price of $1.00 per share becoming
exercisable upon the commencement of trading of our common stock on the OTCQB which occurred on May 7, 2021.

 100,000 shares at an exercise price of $3.00 per share, becoming
exercisable on the first day on which we file with the SEC a Form 10-K or Form 10-Q which stockholders' equity of at least $5,000,000,
and

 100,000 shares at an exercise price of $5.00 per share becoming
exercisable on the date on which the Common Stock is listed for trading on the Nasdaq Stock Market or the New York Stock Exchange.

 Pursuant to the agreement with the third consultant,
the compensation payable to him consists of a restricted stock grant of 100,000 shares of Common Stock which immediately vests in full
and a ten-year option to purchase 300,000 shares of Common Stock, which becomes exercisable cumulatively as follows:

 100,000 shares at an exercise price of $1.00 per share which
became exercisable on February 22, 2022, which was the first anniversary of the date of the agreement;

 100,000 shares at an exercise price of $3.00 per share which
became exercisable on February 22, 2023, which was the second anniversary of the date of the agreement; and

 100,000 shares at an exercise price of $5.00 per share which
became exercisable on February 22, 2024, which was the third anniversary of the date of the agreement.

 Employees

 As of March 29, 2024, we have two employees, who
are our officers, one of whom works on a part-time basis. Our employees are not represented by a labor union, and we consider our employee
relations to be good.

 ITEM 1A. RISK FACTORS

 An investment in our common stock involves
a high degree of risk. You should carefully consider the risks described below together with all of the other information included in
this annual report before making an investment decision with regard to our securities. The statements contained in this annual report
include forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from
those set forth in or implied by forward-looking statements. The risks set forth below are not the only risks facing us. Additional risks
and uncertainties may exist that could also adversely affect our business, prospects or operations. If any of the following risks actually
occurs, our business, financial condition or results of operations could be harmed. In that case, the trading price of our common stock
could decline, and you may lose all or a significant part of your investment.

 Risks Relating to our Financial Conditions and Operations

 We have a history of losses and are continuing
to incur losses. During the period from 2008, when we changed our business to become an intellectual property management company,
through December 31, 2023, we generated a cumulative loss of approximately $22.6 million on cumulative revenues of approximately $37.0
million, and our losses are continuing. Although we generated in net income in 2023, of approximately $3.6 million on revenues of approximately
$13.2 million, the revenue and net income resulted from one-time, paid-up licenses in consideration for the grant of certain intellectual
property rights for patented technologies owned or controlled by our operating subsidiaries as part of the settlement of patent infringement
lawsuits, and we cannot assure you that we will generate any significant revenue or net income in the future. Our total assets were approximately
$7,274,000 at December 31, 2023, of which approximately $2,972,000 represented the book value of patents we acquired from Tower in March
of 2023. At December 31, 2023, we had a working capital deficiency of approximately $8,335,000.

 Our independent auditors have included a substantial
doubt going concern explanatory paragraph in their report on our financial statements for the year ended December 31, 2023. Because
of our history of losses, deficiency in stockholders' equity, working capital deficiency and the uncertainty of generating revenues
in the future, our independent auditors have included a substantial doubt going concern explanatory paragraph in their report on our financial
statements for the year ended December 31, 2023.

 We require significant funding in order to
develop our business. Our business requires substantial funding to evaluate and acquire intellectual property rights and to develop
and implement programs to monetize our intellectual property rights, including the prosecution of any litigation necessary to enable us
to monetize our intellectual property rights. Our failure to develop and implement these programs could both jeopardize our relationships
under our existing agreements and could inhibit our ability to generate new business, either through the acquisition of intellectual property
rights or through exclusive management agreements. We cannot be profitable unless we are able to obtain the funding necessary to develop
our business, including litigation to monetize our intellectual property, and to pay our ongoing expenses, including compensation to our
chief executive officer, which is $660,000 for 2024, as well as professional expenses and other public company expenses. Although we have
agreements with QFL and QF3 which provide a funding to acquire intellectual property rights, QFL or QF3 must approve any intellectual
property we acquire and, if QFL or QF3 does not fund an intellectual property acquisition, we may not be able to acquire and monetize
the intellectual property. We cannot assure you that we will be able to obtain necessary funding or to develop our business.

 The terms of our agreements with QF3, QFL and
Intelligent Partners may make it difficult for us to generate cash flow from our operations. We have an agreement with QFL pursuant
to which QFL agreed to make available to us a financing facility of (i) up to $25,000,000 for the acquisition of mutually agreed patent
rights that the Company intends to monetize, of which we have received $2,653,000 as of December 31, 2023; (ii) up to $2,000,000 for operating
expenses from which the Company may, at its discretion, draw up to $200,000 per calendar quarter, of which we have drawn down $2,000,000
as of December 31, 2023, and (iii) $1,750,000 which was used to fund the cash payment portion of the restructure of our obligations to
Intelligent Partners. We also have an agreement with QF3 pursuant to which QF3 agreed to make available to us a financing facility of
(i) up to $25,000,000 for the acquisition of mutually agreed patent rights that the Company intends to monetize: (ii) up to $4,000,000
for operating expenses from which the Company may, at its discretion, draw up to $500,000 per calendar quarter, of which we have drawn
down $2,500,000 as of December 31, 2023, and (iii) $3,300,000 which was used to fund purchase of a patent portfolio from Tower. Pursuant
to the QFL and QF3 agreements, QFL and QF3 receive all proceeds payable to us from the monetization of those patents which have been financed
by QFL and QF3, respectively, until QFL and QF3 has received its negotiated rate of return, respectively, then we and QFL and QF3, respectively,
share equally in the proceeds from monetization until QFL and QF3, respectively has received its investment return and thereafter we receive
all of the net proceeds. Pursuant to our restructure agreement with Intelligent Partners, we have an obligation to pay TMPO totaling $2,805,000.
Under our amended monetization proceeds agreements with Intelligent Partners, we pay Intelligent Partners 60% of the net monetization
proceeds from associated intellectual property portfolios. Further, until we have paid Intelligent Partners a total of $2,805,000 under
all of the monetization proceeds agreements, for net proceeds between $0 and $1,000,000 we are to pay Intelligent Partners 10% of the
net proceeds realized from new assets acquired by us, provided, that, if, in any calendar quarter, our net proceeds realized exceed $1,000,000,
Intelligent Partner's entitlement for that quarter shall increase to 30% on the portion of net proceeds in excess of $1,000,000
but less than $3,000,000, and if in the same calendar quarter, net proceeds exceed $3,000,000, Intelligent Partners' entitlement
for that quarter shall increase to 50% on the portion of net proceeds in excess of $3,000,000. These payments come from our share of the
proceeds after QFL and QF3 have recovered their negotiated rate of return, respectively. In these agreements, the monetization proceeds
is determined after payment of contingent legal fees and certain other expenses, including payments due by us to as part of the purchase
price for intellectual property rights. We cannot assure you that, as a result of these provisions, that we will generate any meaningful
cash flow from the intellectual property we acquire. If we do not generate sufficient cash flow from our monetization activities, we may
not be able to fund our operations or continue in business.

 We are dependent upon our chief executive officer.
We are dependent upon Jon Scahill, our chief executive officer and president and sole full-time employee, for all aspects of our business
including locating, evaluating and negotiating and performing due diligence with respect to intellectual property rights from the owners,
managing our intellectual property portfolios, engaging in licensing activities and monetizing the rights through licensing and managing
and monitoring any litigation with respect to our intellectual property as well as defending any actions by potential licensees seeking
a declaratory judgment that they do not infringe. The loss of Mr. Scahill would materially impair our ability to conduct our business.
Although we have an employment agreement with Mr. Scahill, the employment agreement does not ensure that Mr. Scahill will remain with
us.

 Any equity funding we obtain may
result in significant dilution to our stockholders. Because of our financial position, our continuing losses and our negative working
capital from operations, we do not expect that we will be able to obtain any debt financing for our operations. Our stock price has generally
been trading at a price which is less than $1.00 per share for more than the past two years. As a result, it will be very difficult for
us to raise funds in the equity markets. However, in the event that we are able to raise funds in the equity market, the sale of shares
would result in significant dilution to the present stockholders, and even a modest equity investment could result in the issuance of
a very significant number of shares.

 We may be subject to cybersecurity risks.
We will face significant and persistent cybersecurity risks due to the need to protect both our business generally, including our intellectual
property and our negotiations with respect to the the acquisition and monetization of intellectual property rights, as well as the need
to protect the confidentiality of information concerning our personnel and others with whom we conduct business. We will face threats
from bad actors who seek to disrupt our business as well as others who are engaging in malicious activities for profit, to make a political
point or for no particular reason other than creating disruption. Disclosure of certain information as a result of a cybersecurity breach
may result is a breach of privacy laws. The substantial level of harm that could occur to us and those with whom we conduct business were
we to suffer impacts of a material cybersecurity incident requires us to maintain robust governance and oversight of these risks and to
implement mechanisms, controls, technologies, and processes designed to help us assess, identify, and manage these risks.

 While we have not, as of the date of this annual
report, experienced a cybersecurity threat or incident, we cannot assure you that we will not experience such an incident in the future.
Any cybersecurity incidents, whether or not successful, could result in our incurring additional costs related to, for example, rebuilding
our internal systems, implementing additional threat protection measures, responding to regulatory inquiries or actions, paying damages
or making payments to obtain access to our computer systems, or taking other remedial steps with respect to third parties. We cannot assure
you that the steps we are taking will not be successful in preventing a cybersecurity breach, that we will not suffer cybersecurity breaches
or that we will not incur significant expenses in seeking to deal with the consequences of any attempted or successful cybersecurity breaches
or that, if we suffer a material cybersecurity breach that we will be able to continue in business following such breach.

 Risks Relating to Monetizing our Intellectual
Property Rights

 We may not be able to monetize our intellectual
property portfolios. Although our business plan is to generate revenue from our intellectual property portfolios, we have not been
successful in generating any significant positive cash flow from our portfolios, we have not generated any revenues from several of our
intellectual property portfolios and we have ceased allocating resources toward the monetization of several of our portfolios. We cannot
assure you that we will be able to generate any significant revenue from our existing portfolios or that we will be able to acquire new
intellectual property rights that will generate significant revenue.

 If we are not successful in monetizing
our portfolios, we may not be able to continue in business. Although we have ownership of some of our intellectual property, we also
license the rights pursuant to agreements with the owners of the intellectual property. If we are not successful in generating revenue
for those parties who have an interest in the results of our efforts, those parties may seek to renegotiate the terms of our agreements
with them, which could both impair our ability to generate revenue from our intellectual property and make it more difficult for us to
obtain rights to new intellectual property rights. If we continue to be unable to generate revenue from our existing intellectual property
portfolios and any new portfolios we may acquire, we may be unable to continue in business.

 If we are not successful in patent litigation,
the defendants may seek to have the court award attorneys' fees to them against us which could result in the bankruptcy of the plaintiff
subsidiary and may result in a default under our agreements with QFL and QF3. The United States patent laws provide that "the
court in exceptional cases may award reasonable attorney fees to the prevailing party." Although the patents are owned by our subsidiaries
and any judgment would be awarded against the subsidiaries, the subsidiaries have no assets other than the patent rights. Our funding
sources for our patent litigation do not provide for the funding source to pay any judgment against us. Thus, if any defendants obtain
a judgment against one of our subsidiaries, they may seek to enforce their judgment against the patents owned by the subsidiary or seek
to put the subsidiary into bankruptcy and acquire the patents in the bankruptcy proceeding. As a result, it is possible that an adverse
verdict in a petition for legal fees could result in the loss of the patents owned by the subsidiary and a default under our agreements
with QFL and QF3.

 Our inability to acquire intellectual property
portfolios will impair our ability to generate revenue and develop our business. We do not have the personnel to develop patentable
technology by ourselves. Thus, we need to depend on acquiring rights to intellectual property and intellectual property portfolios from
third parties on an ongoing basis. In acquiring intellectual property rights, there are delays in (i) identifying the intellectual property
which we may want to acquire, (ii) negotiating an agreement with the owner or holder of the intellectual property rights, and (iii) generating
revenue from those intellectual property rights which we acquire. During these periods, we will continue to incur expenses with no assurance
that we will generate revenue. We currently hold intellectual property portfolios from which we have not generated any revenue to date,
and we cannot assure you that we will generate revenue from our existing intellectual property portfolios or any additional intellectual
properties which we may acquire.

 We may be unable to enforce our intellectual
property rights unless we obtain third-party funding. Because of the expense of litigation and our lack of working capital, we may
be unable to enforce our intellectual property rights unless we obtain the agreement of a third-party to provide funding in support of
our litigation. We cannot assure you that QFL, QF3 or any other funding source provide us the any necessary funding, and the failure to
obtain such funding may impair our ability to monetize our intellectual property portfolio or continue in business.

 Because we need to rely on third-party funding
sources to provide us with funds to enforce our intellectual property rights we are dependent upon the perception by potential funding
sources of the value of our intellectual property. Because we do not have funds to pursue litigation to enforce our intellectual property
rights, we are dependent upon the valuation which potential funding sources, which currently is QFL and QF3, give to our intellectual
property or any intellectual property we may acquire. In determining whether to provide funding for intellectual property litigation,
the funding sources need to make an evaluation of the strength of our patents, the likelihood of success, the nature of the potential
defendants and a determination as to whether there is a sufficient potential recovery to justify a significant investment in intellectual
property litigation. Typically, such funding sources receive a percentage of the recovery after litigation expenses, and seek to generate
a sufficient return on investment to justify the investment. Under our agreements with QFL and QF3, QFL and QF3 are allocated all of the
net proceeds (after allowable expenses), respectively, until it has received a negotiated return. Unless QFL, QF3 or any other funding
source believes that it will generate a sufficient return on investment, it will not fund litigation. If QFL or QF3 does not fund our
acquisition or monetization of intellectual property we propose to acquire, we cannot assure you that we will be able to negotiate funding
agreements with third-party funding sources on terms reasonably acceptable to us, if at all. Because of our financial condition, we may
only be able to obtain funding on terms which are less favorable to us than we would otherwise be able to obtain.

 Although we have funding agreements with QFL
and QF3, there is no assurance that QFL or QF3 will provide funding for portfolios we are looking to acquire or that we will generate
revenue from any funded litigation. Although the funding sources makes their evaluation as to the likelihood of success, patent litigation
is very uncertain, and we cannot assure you that we will obtain litigation funding or that, if we obtain litigation funding, we will be
successful or that any recovery we may obtain will generate any significant positive cash flow from operations for us.

 Because QFL, QF3 and Intelligent Partners hold
a security interest in almost all of our intellectual property and the proceeds from our intellectual property, we may not be able to
raise funds through a debt financing. Pursuant to our agreements with QFL, QF3 and Intelligent Partners, we granted them a security
interest in the stock of our subsidiaries that hold the intellectual property acquired from Intellectual Ventures and in the proceeds
from the monetization of intellectual property acquired from Intellectual Ventures and our mobile data and financial data portfolios.
The inability to grant a security interest in these assets to a new lender is likely to materially impair our ability to obtain debt financing
for our operations, and may also impair our ability to obtain financing to acquire additional intellectual property rights.

 Because of our financial condition and our
having generated a loss from operations in 2022 and 2021 from our existing portfolios, we may not be able to obtain intellectual property
rights to the most advanced technologies. In order to generate meaningful revenues from intellectual property rights, we need to be
able to identify, negotiate rights to and offer technologies for which there is a developing market. Because of our financial condition
and the terms under which we obtain financing for our litigation, we may be unable to negotiate rights to technology for which there which
will be a strong developing market, or, if we are able to negotiate agreements for such intellectual property, the terms of our purchase
or license may not be favorable to us. Accordingly, we cannot assure you that we will be able to acquire intellectual property rights
to the technology for which there is a strong market demand.

 Potential acquisitions may present risks, and
we may be unable to achieve the financial or other goals intended at the time of any potential acquisition. Our ability to grow depends,
in large part, on our ability to acquire interests in intellectual property, including patented technologies, patent portfolios, or companies
holding such patented technologies and patent portfolios. Accordingly, we intend to engage in acquisitions to expand our intellectual
property portfolios and we intend to continue to explore such acquisitions. Such acquisitions are subject to numerous risks, including
the following:

 our failure to have sufficient funding to enable us to make
the acquisition, together with the terms on which such funding is available, if at all;

 our failure to have sufficient personal to satisfy the seller
that we have the personnel to monetize the assets we propose to acquire;

 dilution to our stockholders to the extent that we use equity
in connection with any acquisition;

 our inability to enter into a definitive agreement with respect
to any potential acquisition, or if we are able to enter into such agreement, our inability to consummate the potential acquisition;

 difficulty integrating the operations, technology and personnel
of the acquired entity;

 our inability to achieve the anticipated financial and other
benefits of the specific acquisition;

 difficulty in maintaining controls, procedures and policies
during the transition and monetization process;

 diversion of our management's attention from other
business concerns, especially considering that we have only one full-time employee/officer who is responsible for performing due diligence,
negotiating agreements, negotiating funding and implementing a monetization program; and

 our failure, in our due diligence process, to identify significant
issues, including issues with respect to patented technologies and intellectual property portfolios, and other legal and financial contingencies.

 If we are unable to manage these risks and other
risks effectively as part of any acquisition, our business could be adversely affected.

 Our acquisition of intellectual property rights
may be time consuming, complex and costly, which could adversely affect our operating results. Acquisitions of patent or other intellectual
property assets, which are and will be critical to the development of our business, are often time consuming, complex and costly to consummate.
We may utilize many different transaction structures in our acquisitions and the terms of such acquisition agreements tend to be heavily
negotiated. As a result, we expect to incur significant operating expenses and may be required to raise capital during the negotiations
even if the acquisition is ultimately not consummated. Even if we are able to acquire particular intellectual property assets, there is
no guarantee that we will generate sufficient revenue related to those intellectual property assets to offset the acquisition costs. We
may also identify intellectual property assets that cost more than we are prepared to spend with our own capital resources. We may incur
significant costs to organize and negotiate a structured acquisition that does not ultimately result in an acquisition of any intellectual
property assets or, if consummated, proves to be unprofitable for us. These higher costs could adversely affect our operating results.

 If we acquire technologies that are in the
early stages of market development, we may be unable to monetize the rights we acquire. We may acquire patents, technologies and other
intellectual property rights that are in the early stages of adoption in the commercial, industrial and consumer markets. Demand for some
of these technologies will likely be untested and may be subject to fluctuation based upon the rate at which companies may adopt our intellectual
property in their products and services. As a result, there can be no assurance as to whether technologies we acquire or develop will
have value that we can monetize. It may also be necessary for us to develop additional intellectual property and file new patent applications
as the underlying commercial market evolves, as a result of which we may incur substantial costs with no assurance that we will ever be
able to monetize our intellectual property.

 Our intellectual property monetization cycle
is lengthy and costly and may be unsuccessful. We expect to incur significant marketing, legal and sales expenses prior to entering
into monetization events that generate revenue and cash flow from operations for us. We will also spend considerable resources educating
potential licensees on the benefits of entering into an agreement with us that may include a non-exclusive license for future use of our
intellectual property rights. Thus, we may incur significant losses in any particular period before any associated revenue stream begins.
If our efforts to convince potential licensees of the benefits of a settlement arrangement are unsuccessful, we may need to continue with
the litigation process or other enforcement action to protect our intellectual property rights and to realize revenue from those rights.
We may also need to litigate to enforce the terms of existing agreements, protect our trade secrets, or determine the validity and scope
of the proprietary rights of others. Enforcement proceedings are typically protracted and complex. The costs are typically substantial,
and the outcomes are unpredictable. Enforcement actions will divert our managerial, technical, legal and financial resources from business
operations.

 We may not be successful in obtaining judgments
in our favor. We have commenced litigation seeking to monetize our intellectual property portfolios and it will be necessary for us
to commence ligation in the future. All litigation is uncertain, and a number of the actions we commenced have been dismissed by the trial
court. We cannot assure you that any litigation will be decided in our favor or that, if damages are awarded or a license is negotiated,
that we will generate any significant revenue from the litigation or that any recovery may be allocated to counsel and third-party funding
source which may result in little if any revenue to us.

 Our financial condition may cause both intellectual
property rights owners and potential licensees to believe that we do not have the financial resources to commence and prosecute litigation
for infringement. Because of our financial condition, both intellectual property rights owners and potential licensees may believe
that we do not have the ability to commence and prosecute sustained and expensive litigation to protect our intellection rights with the
effect that (i) intellectual property rights owners may be reluctant to grant us rights to their intellectual property and (ii) potential
licensees may be less inclined to pay for license rights from us or settle any litigation we may commence on terms which generate any
meaningful monetization.

 Any patents which may be issued to us pursuant
to patent applications which we filed or may file may fail to give us necessary protection. We cannot be certain that patents will
be issued as a result of any pending or future patent applications, or that any of our patents, once issued, will provide us with adequate
protection from competing products. For example, issued patents may be circumvented or challenged, declared invalid or unenforceable,
or narrowed in scope. In addition, since publication of discoveries in scientific or patent literature often lags behind actual discoveries,
we cannot be certain that we will be the first to make additional new inventions or to file patent applications covering those inventions.
It is also possible that others may have or may obtain issued patents that could prevent us from commercializing our products or require
us to obtain licenses requiring the payment of significant fees or royalties in order to enable us to conduct our business. As to those
patents that we may acquire, our continued rights will depend on meeting any obligations to the seller and we may be unable to do so.
Our failure to obtain or maintain intellectual property rights for our inventions would lead to the loss of our investments in such activities,
which would have a material adverse effect on us.

 The provisions of Federal Declaratory Judgment
Act may affect our ability to monetize our intellectual property. Under the Federal Declaratory Judgment Act, it is possible for a
party who we consider to be infringing upon our intellectual property to commence an action against us seeking a declaratory judgment
that such party is not infringing upon our intellectual property rights. In such a case, the plaintiff could choose the court in which
to bring the action and we would be the defendant in the action. Common claims for declaratory judgment in patent cases are claims of
non-infringement, patent invalidity and unenforceability. Although the commencement of an action requires a claim or controversy, a court
may find a letter from us to the alleged infringer seeking a royalty for the use of our intellectual property rights to form the basis
of a controversy. In such a case, the plaintiff, rather than we, would choose the court in which to bring the action and the timing of
the action. In addition, when we commence an action as plaintiff, we may be able to enter into a contingent fee arrangement with counsel,
it is possible that counsel may be less willing to accept such an arrangement if we are the defendant. Further, we would not have the
opportunity of choosing against which party to bring the action. An adverse decision in a declaratory judgment action could significantly
impair our ability to monetize the intellectual property rights which are the subject of the litigation. We have been a defendant in one
declaratory judgment action, which resulted in a settlement. We cannot assure you that potential infringers will not be able to use the
Declaratory Judgment Act to reduce our ability to monetize the patents that are the subject of the action.

 A 2014 Supreme Court decision could significantly
impair business method and software patents. In June 2014, the United States Supreme Court, in Alice v. CLS Bank, struck down patents
covering a computer-implemented scheme for mitigating "settlement risk" by using a third-party intermediary, holding the patent
claims to be ineligible as being drawn to a patent-ineligible abstract idea. The courts have been dealing for many years over what business
methods are patentable. We cannot predict the extent to which the decision in Alice as well as prior Supreme Court decisions dealing with
patents, will be interpreted by courts. To the extent that the Supreme Court decision in Alice gives businesses reason to believe that
business model and software patents are not enforceable, it may become more difficult for us to monetize patents which are held to be
within the ambit of the patents before the Supreme Court in Alice and for us to obtain counsel willing to represent us on a contingency
basis. As a result, the decision in Alice could materially impair our ability to obtain patent rights and monetize those which we do obtain.

 Legislation, regulations or rules related to
obtaining patents or enforcing patents could significantly increase our operating costs and decrease our revenue. We may apply for
patents and may spend a significant amount of resources to enforce those patents. If legislation, regulations or rules are implemented
either by Congress, the United States Patent and Trademark Office, or the courts that impact the patent application process, the patent
enforcement process or the rights of patent holders, these changes could negatively affect our expenses and revenue. For example, new
rules regarding the burden of proof in patent enforcement actions could significantly both increase the cost of our enforcement actions
and make it more difficult to sign licenses without litigation, changes in standards or limitations on liability for patent infringement
could negatively impact our revenue derived from such enforcement actions, and any rules requiring that the losing party pay legal fees
of the prevailing party could also significantly increase the cost of our enforcement actions. United States patent laws were amended
with the enactment of the Leahy-Smith America Invents Act, or the America Invents Act, which took effect on March 16, 2013. The America
Invents Act includes a number of significant changes to U.S. patent law. In general, the legislation attempts to address issues surrounding
the enforceability of patents and the increase in patent litigation by, among other things, establishing new procedures for patent litigation.
For example, the America Invents Act changes the way that parties may be joined in patent infringement actions, increasing the likelihood
that such actions will need to be brought against individual parties allegedly infringing by their respective individual actions or activities.
The America Invents Act and its implementation increases the uncertainties and costs surrounding the enforcement of our patented technologies,
which could have a material adverse effect on our business and financial condition. In addition, the U.S. Department of Justice has conducted
reviews of the patent system to evaluate the impact of patent assertion entities on industries in which those patents relate. It is possible
that the findings and recommendations of the Department of Justice could impact the ability to effectively license and enforce standards-essential
patents and could increase the uncertainties and costs surrounding the enforcement of any such patented technologies.

 Proposed legislation may affect our ability
to conduct our business. There are presently pending or proposed a number of laws which, if enacted, may affect the ability of companies
such as us to generate revenue from our intellectual property rights. Typically, these proposed laws cover legal actions brought by companies
which do not manufacture products or supply services but seek to collect licensing fees based on their intellectual property rights and,
if they are not able to enter into a license, to commence litigation. Although a number of such bills have been proposed in Congress,
we do not know which, if any, bills will be enacted into law or what the provisions will be and, therefore, we cannot predict the effect,
if any, that such laws, if passed by Congress and signed by the president, would provide. However, we cannot assure you that legislation
will not be enacted which would impair our ability to operate by making it more difficult for us to commence litigation against a potential
licensee or infringer. To the extent that an alleged infringer believes that we will not prevail in litigation, it would be more difficult
to negotiate a license agreement without litigation.

 The unpredictability of our revenues may harm
our financial condition. Our revenues from licensing have typically been lump sum payments entered into at the time of the license,
which is typically in connection with the settlement of litigation, and not from licenses that pay an ongoing royalty. Due to the nature
of the licensing business and uncertainties regarding the amount and timing of the receipt of license and other fees from potential infringers,
stemming primarily from uncertainties regarding the outcome of enforcement actions, rates of adoption of our patented technologies, the
growth rates of potential licensees and certain other factors, our revenues, if any, may vary significantly from quarter to quarter, which
could make our business difficult to manage, adversely affect our business and operating results, cause our quarterly results to fall
below market expectations and adversely affect the market price of our common stock.

 Our success depends in part upon our ability
to retain the qualified legal counsel to represent us in patent enforcement litigation. The success of our licensing business may
depend upon our ability to retain the qualified legal counsel to prosecute patent infringement litigation. As our patent enforcement actions
increase, it will become more difficult to find the preferred choice for legal counsel to handle all of our cases because many of these
firms may have a conflict of interest that prevents their representation of us or because they are not willing to represent us on a contingent
or partial contingent fee basis.

 Our reliance on representations, warranties
and opinions of third parties may expose us to certain material liabilities. From time to time, we rely upon the representations and
warranties of third parties, including persons claiming ownership of intellectual property rights, and opinions of purported experts.
In certain instances, we may not have the opportunity to independently investigate and verify the facts upon which such representations,
warranties and opinions are made. By relying on these representation, warranties and opinions, we may be exposed to liability in connection
with the licensing and enforcement of intellectual property and intellectual property rights which could have a material adverse effect
on our operating results and financial condition.

 In connection with patent enforcement actions,
counterclaims may be brought against us, and a court may rule against us in counterclaims which may expose us and our operating subsidiaries
to material liabilities. In connection with patent enforcement actions, it is possible that a defendant may file counterclaims against
us, or a court may rule that we have violated statutory authority, regulatory authority, federal rules, local court rules, or governing
standards relating to the substantive or procedural aspects of such enforcement actions. In such event, a court may issue monetary sanctions
against us or our operating subsidiaries or award attorney's fees and/or expenses to the counterclaiming defendant, which could
be material, and if we or our operating subsidiaries are required to pay such monetary sanctions, attorneys' fees and/or expenses,
such payment could materially harm our operating results, our financial position and our ability to continue in business.

 Trial judges and juries may find it difficult
to understand complex patent enforcement litigation, and as a result, we may need to appeal adverse decisions by lower courts in order
to successfully enforce our patents. It is difficult to predict the outcome of patent enforcement litigation at the trial level. It
is often difficult for juries and trial judges to understand complex, patented technologies, and, as a result, there is a higher rate
of successful appeals in patent enforcement litigation than more standard business litigation. Regardless of whether we prevail in the
trial court, appeals are expensive and time consuming, resulting in increased costs and delayed revenue, and attorneys may be less likely
to represent us in an appeal on a contingency basis especially if we are seeking to appeal an adverse decision. Although we may diligently
pursue enforcement litigation, we cannot predict the decisions made by juries and trial courts.

 More patent applications are filed each year
resulting in longer delays in getting patents issued by the United States Patent and Trademark Office. We hold a number of pending
patents and may file or acquire rights to additional patent applications. We have identified a trend of increasing patent applications
each year, which we believe is resulting in longer delays in obtaining approval of pending patent applications. The application delays
could cause delays in recognizing revenue, if any, from these patents and could cause us to miss opportunities to license patents before
other competing technologies are developed or introduced into the market.

 U.S. Federal courts are becoming more crowded,
and, as a result, patent enforcement litigation is taking longer. Patent enforcement actions are almost exclusively prosecuted in
federal district courts. In May 2017, the United States Supreme Court, in TC Heartland v. Kraft Foods Groups Brands, held that a corporate
defendant may be sued either in its state of incorporation, or where it has committed acts of infringement and has a regular and established
place of business. To the extent that the Supreme Court decision in TC Heartland concentrates patent litigation in districts within states
popular for business incorporation, such as the Federal District Court for the District of Delaware, such courts may become increasingly
crowded. Federal trial courts that hear patent enforcement actions also hear criminal and other civil cases. Criminal cases always take
priority over patent enforcement actions. As a result, it is difficult to predict the length of time it will take to complete any enforcement
action. Moreover, we believe there is a trend in increasing numbers of civil lawsuits and criminal proceedings, and, as a result, we believe
that the risk of delays in patent enforcement actions will have a significant effect on our business in the future unless this trend changes.

 Any reductions in the funding of the United
States Patent and Trademark Office could have an adverse impact on the cost of processing pending patent applications and the value of
those pending patent applications. Our primary assets are our patent portfolios, including pending patent applications before the
United States Patent and Trademark Office. The value of our patent portfolios is dependent upon the issuance of patents in a timely manner,
and any reductions in the funding of the United States Patent and Trademark Office could negatively impact the value of our assets. Further,
reductions in funding from Congress could result in higher patent application filing and maintenance fees charged by the United States
Patent and Trademark Office, causing an unexpected increase in our expenses.

 The rapid development of technology may impair
our ability to monetize intellectual property that we own. In order for us to generate revenue from our intellectual property, we
need to offer intellectual property that is used in the manufacture or development of products. Rapid technological developments have
reduced the market for products using less advanced technology. To the extent that technology develops in a manner in which our intellectual
property is not a necessary element or to the extent that others design around our intellectual property, our ability to license our intellectual
property portfolios or successfully prosecute litigation will be impaired. We cannot assure you that we will have rights to intellectual
property for most advanced technology or that there will be a market for products which require our technology.

 The intellectual property management business
is highly competitive. A large number of other companies seek to obtain rights to new intellectual property and to market existing
intellectual property. Most of these companies have significantly both greater resources that we have and industry contacts which place
them in a better position to generate new business. Further, our financial position, our lack of executive personnel and our inability
to generate revenue from our portfolio can be used against us by our competitors. We cannot assure you that we will be successful in obtaining
intellectual property rights to new developing technologies.

 As intellectual property enforcement litigation
becomes more prevalent, it may become more difficult for us to voluntarily license our intellectual property. We believe that the
more prevalent intellectual property enforcement actions become, the more difficult it will be for us to voluntarily license our intellectual
property rights, and we generally have not been successful in negotiating licenses without litigation. As a result, we may need to increase
the number of our intellectual property enforcement actions to cause infringing companies to license the intellectual property or pay
damages for lost royalties.

 Weak global economic conditions may cause potential
licensees to delay entering into licensing agreements, which could prolong our litigation and adversely affect our financial condition
and operating results. Our business depends significantly on strong economic conditions that would encourage potential licensees to
enter into license agreements for our intellectual property rights. The United States and world economies have recently experienced weak
economic conditions and the recent Russian invasion in Ukraine has exacerbated these conditions, including those resulting from inflation
and supply chain line issues. Uncertainty about global economic conditions poses a risk as businesses may postpone spending in response
to tighter credit, negative financial news and declines in income or asset values. Even if economic conditions improve, the uncertainty
of the economy could have a material adverse effect on the willingness of parties that we believe are infringing on our assets to enter
into settlements or other revenue generating agreements voluntarily.

 If we are unable to adequately protect our
intellectual property, we may not be able to monetize our intellectual property effectively. Our ability to monetize our intellectual
property depends in part upon the strength of the intellectual property and intellectual property rights that we own or may hereafter
acquire in our technologies, brands and content and our ability to protect such intellectual property rights. We rely on a combination
of patent and intellectual property laws and agreements to establish and protect our patent, intellectual property and other proprietary
rights. The efforts we take to protect our patents, intellectual property and other proprietary rights may not be sufficient or effective
at stopping unauthorized use of our patents, intellectual property and other proprietary rights. In addition, effective trademark, patent,
copyright and trade secret protection may not be available or cost-effective in every country in which we have rights. There may be instances
where we are not able to protect or utilize our patent and other intellectual property in a manner that maximizes competitive advantage.
If we are unable to protect our patent assets and intellectual property and other proprietary rights from unauthorized use, the value
of those assets may be reduced, which could negatively impact our business. Our inability to obtain appropriate protections for our intellectual
property may also allow competitors to enter our markets and produce or sell the same or similar products as those covered by our intellectual
property rights. In addition, protecting our intellectual property and intellectual property rights is expensive and diverts our critical
and limited managerial resources. If any of the foregoing were to occur, or if we are otherwise unable to protect our intellectual property
and proprietary rights, our business and financial results could be impaired. Commencing legal proceedings to enforce our intellectual
property rights is burdensome and expensive. In addition, our intellectual property rights could be at risk if we are unsuccessful in,
or cannot afford to pursue, those proceedings. We also rely on trade secrets and contract law to protect some of our intellectual property
rights. We will enter into confidentiality and invention agreements with our employees and consultants. Nevertheless, these agreements
may not be honored and they may not effectively protect our right to our un-patented trade secrets and know-how. Moreover, others may
independently develop substantially equivalent proprietary information and techniques or otherwise gain access to our trade secrets and
know-how.

 Risks Concerning our Common Stock

 If our stock price falls below $0.01 per share,
our common stock may be delisted from OTCQB. On May 23, 2022, we received notice from OTC Markets Group, that, because the bid price
for our common stock had closed below $0.01 per share for more than 30 consecutive days, we no longer met the Standards for Continued
Eligibility under the OTC listing standards and, if this deficiency is not met by August 21, 2022, our stock would be removed from the
OTCQB marketplace, in which event our common stock will be traded on the OTC Pink market. Our registration rights agreement with QFL provides
that, in the event of a failure to comply with certain covenants, which includes the failure of our common stock to be traded on the OTCQB,
in addition to any other remedies available to QFL, we are to pay to QFL an amount in cash equal to 2.0% of the aggregate value of QFL's
Registrable Securities, as defined in the Registration Rights Agreement, whether or not included in such registration statement, on each
of the following dates: (i) the initial day of a maintenance failure; (ii) on the 30th day after the date of such a failure and (iii)
every 30th day thereafter (prorated for periods totaling less than 30 days) until such failure is cured. In July 2022, we amended our
certificate of incorporation to effect a one-for-100 reverse split of our common stock. We subsequently received advice from OTC Markets
Group that the deficiency had been cured. We cannot assure you that we will continue to meet the requirements for continued listing on
the OTCQB, including the maintenance of a bid price of at least $0.01 per share.

 There is a limited market for our common stock,
which may make it difficult for you to sell your stock. Our common stock trades on the OTCQB market under the symbol "QPRC."
The OTCQB market is not a national securities exchange and does not provide the benefits to stockholders which a national exchange provides.
Furthermore, according to the OTC Markets website, the OTCQB "is for early-stage and developing U.S. and international companies.
To be eligible, companies must be current in their reporting and undergo an annual verification and management certification process.
Companies must meet $0.01 bid test and may not be in bankruptcy." There is a limited trading market for our common stock and our
common stock has frequently traded for less than $0.02 per share. On May 23, 2022, we received notice from the OTC Markets Group that
our bid price was less than $0.01 for more than 30 consecutive trading days. As a result of the one-for-100 reverse split, which enabled
our common stock to remain listed on the OTCQB, the number of shares in our public float declined by approximately 99%, and, as of the
date of this annual report, our public float is less than 4,000,000 shares. Accordingly, there can be no assurance as to the liquidity
of any market that may develop for our common stock, the ability of holders of our common stock to sell their shares of our common stock,
or the prices at which holders may be able to sell our common stock. Further, because of the thin float, the reported bid and asked prices
may have little relationship to the price you would pay if you wanted to buy shares or the price you would receive if you wanted to sell
shares.

 Because our common stock is a penny stock,
you may have difficulty selling our common stock in the secondary trading market. Our common stock fits the definition of a penny
stock and therefore is subject to the rules adopted by the SEC regulating broker-dealer practices in connection with transactions in penny
stocks. The SEC rules may have the effect of reducing trading activity in our common stock making it more difficult for investors to purchase
and sell their shares. The SEC's rules require a broker or dealer proposing to effect a transaction in a penny stock to deliver
the customer a risk disclosure document that provides certain information prescribed by the SEC, including, but not limited to, the nature
and level of risks in the penny stock market. The broker or dealer must also disclose the aggregate amount of any compensation received
or receivable by him in connection with such transaction prior to consummating the transaction. In addition, the SEC's rules also
require a broker or dealer to make a special written determination that the penny stock is a suitable investment for the purchaser and
receive the purchaser's written agreement to the transaction before completion of the transaction. The existence of the SEC's
rules may result in a lower trading volume of our common stock and lower trading prices. Further, some broker-dealers will not process
transactions in penny stocks or stocks that are not listed on a stock exchange which will make it difficult for you to purchase or sell
our common stock.

 Our lack of internal controls over financial
reporting may affect the market for and price of our common stock. Our disclosure controls and our internal controls over financial
reporting are not effective because of material weaknesses. Since we became engaged in the intellectual property management business in
2008, we have not had the financial resources or personnel to develop or implement systems that would provide us with the necessary information
on a timely basis so as to be able to implement financial controls. Our continued poor financial condition together with the fact that
we have one full time employee, who is both our chief executive officer and our acting chief financial officer, makes it difficult for
us to implement a system of internal controls over financial reporting, and we cannot assure you that we will be able to develop and implement
the necessary controls. The absence of internal controls over financial reporting may inhibit investors from purchasing our shares and
may make it more difficult for us to raise debt or equity financing.

 Our lack of a full-time chief financial officer
could affect our ability to develop financial controls, which could affect the market price for our common stock. We do not have a
full-time chief financial officer. At present, our chief executive officer, who does not have an accounting background, is also our acting
chief financial officer. We do not anticipate that we will be able to hire a qualified chief financial officer unless our financial condition
improves significantly. The lack of an experienced chief financial officer, together with our lack of internal controls, may impair our
ability to raise money through a debt or equity financing, the market for our common stock and our ability to enter into agreements with
owners of intellectual property rights.

 Our stock price may be volatile and your investment
in our common stock could suffer a decline in value. As of the date of this annual report, there has only been limited trading activity
in our common stock. There can be no assurance that any significant market will ever develop in our common stock. Because of the low public
float and the absence of any significant trading volume, the reported prices may not reflect the price at which you would be able to sell
shares if you want to sell any shares you own or buy shares if you wish to buy share. Further, stocks with a low public float may be more
subject to manipulation than a stock that has a significant public float. The price may fluctuate significantly in response to a number
of factors, many of which are beyond our control. These factors include, but are not limited to, the following, in addition to the risks
described above and general market and economic conditions:

 our low stock price, which may result in a modest dollar
purchase or sale of our common stock having a disproportionately large effect on the stock price;

 the market's perception as to our ability to generate
positive cash flow or earnings from our intellectual property portfolios;

 changes in our or securities analysts' estimate of
our financial performance;

 our ability or perceived ability to obtain necessary financing
for operations and for the monetization of our intellectual property rights;

 the market's perception of the effects of legislation
or court decisions on our business;

 the market's perception that a defendant may obtain
a judgement against a subsidiary and foreclose on the intellectual property of the subsidiary, which may result in a default under our
agreements with QFL and QF3 and, even if a default is not claimed, QFL or QF3 may not provide financing for us;

 the effects or perceived effects of the potential convertibility
of convertible notes issued by us;

 the results or anticipated results of litigation by or against
us;

 the anticipated or actual results of our operations;

 events or conditions relating to the enforcement of intellectual
property rights generally;

 changes in market valuations of other intellectual property
marketing companies;

 any discrepancy between anticipated or projected results
and actual results of our operations;

 the market's perception or our ability to continue
to make our filings with the SEC in a timely manner;

 actions by third parties to either sell or purchase stock
in quantities which would have a significant effect on our stock price; and

 other matters not within our control.

 Raising funds by issuing equity or convertible
debt securities could dilute the value of the common stock and impose restrictions on our working capital. If we were to raise additional
capital by issuing equity securities, either alone or in connection with a non-equity financing, the value of the then outstanding common
stock could decline. If the additional equity securities were issued at a per share price less than the per share value of the outstanding
shares, which is customary in the private placement of equity securities, the holders of the outstanding shares would suffer a dilution
in value with the issuance of such additional shares. Because of the low price of our stock and our working capital deficiency, the dilution
to our stockholders could be significant. We may have difficulty in raising funds through the sale of debt securities because of both
our financial position, the lack of any collateral on which a lender may place a value, and the absence of any history of significant
monetizing of our intellectual property rights. If we are able to raise funds from the sale of debt securities, the lenders may impose
restrictions on our operations and may impair our working capital as we service any such debt obligations.

 Because we have a classified board of directors,
it may be more difficult for a third-party to obtain control of us. As a result of the approval by our stockholders of our amended
and restated certificate of incorporation, our board of directors is a classified board, which means that at each annual meeting, the
stockholder will vote for only one-third of the board. A classified board of directors may make it more difficult for a third-party to
gain control of us which may affect the opportunity of our stockholders to receive any potential benefit which could be available from
a third-party seeking to obtain control over us.

 We do not intend to pay any cash dividends
in the foreseeable future. We have not paid any cash dividends on our common stock and do not intend to pay cash dividends on our
common stock in the foreseeable future.

 ITEM 1B. UNRESOLVED STAFF COMMENTS

 None.

 ITEM 1C. CYBERSECURITY

 Risk Management

 We face significant and persistent cybersecurity
risks due to the need to protect both our business generally, including our proprietary information and proprietary information of others,
our negotiations with both funding sources and potential sellers of intellectual property and the need to protect the confidentiality
of information concerning our personnel and others with whom we conduct business. As a company that owns and seeks to enforce intellectual
property rights, we face threats from bad actors who seek to disrupt the business of companies that seek to monetize intellectual property
rights by commencing litigation as well as others who are engaging in malicious activities for profit, to make a political point or for
no particular reason other than creating disruption. Disclosure of certain information as a result of a cybersecurity breach may result
is a breach of privacy laws. The substantial level of harm that could occur to us were we to suffer impacts of a material cybersecurity
incident requires us to maintain robust governance and oversight of these risks and to implement mechanisms, controls, technologies, and
processes designed to help us assess, identify, and manage these risks.

 While we have not, as of the date of this annual
report, experienced a cybersecurity threat or incident, we cannot assure you that we will not experience such an incident in the future.
Any cybersecurity incidents, whether or not successful, could result in our incurring additional costs related to, for example, rebuilding
our internal systems, implementing additional threat protection measures, responding to regulatory inquiries or actions, paying damages
or making payments to obtain access to our computer systems, or taking other remedial steps with respect to third parties, as well as
incurring significant reputational harm. In addition, these threats are constantly evolving and the bad actors are becoming increasingly
sophisticated, thereby increasing the difficulty of successfully defending against them or implementing adequate preventative measures.
We seek to detect and investigate unauthorized attempts and attacks against our network and to prevent their occurrence and recurrence
where practicable through changes or updates to our internal processes and tools and changes or updates to our products and services;
however, we remain potentially vulnerable to known or unknown threats. In some instances, we and the law firms that represent us in litigation
can be unaware of a threat or incident or its magnitude and effects. Further, there are increasing regulation requirements regarding responses
to cybersecurity incidents, including reporting to regulators, which could subject us to additional liability and reputational harm.

 Governance

 We apply NIST 800-53, which is a standardized
risk management framework for managing and securing our information system. The first step in system authorization is system categorization.
This step creates the baseline security controls, depending on the infrastructure and data type. Different data types require different
levels of security. Examples of information types may be health care data, banking information or client data. In addition to data types,
how and where data is stored is also a consideration when developing security controls. We have applied recommended security controls
to match system categorization. For us, our data would be classified as company confidential. We do not store protected health information,
personal identifiable information, which is information which permits the identity of an individual to whom the information applies to
be reasonably inferred, or client financial information. For storage and processing of data, we use third party storage. We have reviewed
the security of the third party systems as well as the security of law firms that we retain to enforce our intellectual property rights,
and we believe that they comply with our standards. However, we cannot assure you that the steps we have taken will be sufficient.

 Our chief technical officer, Timothy Scahill,
is responsible for our cybersecurity protection. Mr. Scahill is an ISC2 Certified Information System Security Professional.

 ITEM 2. PROPERTIES

 We do not own or lease any real property.

 ITEM 3. LEGAL PROCEEDINGS

 None

 ITEM 4. MINE SAFETY DISCLOSURES.

 Not Applicable

 ITEM 5. MARKET FOR REGISTRANT'S
COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

 Market Information

 Our common stock trades on the OTCQB market under
the symbol QPRC. Any over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and
may not necessarily represent actual transactions.

 Stockholders of Record

 As of March 15, 2024, we had 422 record holders
of our common stock.

 Transfer Agent

 Continental Stock Transfer & Trust Company,
One State Street, 30th floor, New York, New York 10004-1561 is the transfer agent for our common stock.

 Dividends

 We have not paid any cash dividends to date and
do not anticipate or contemplate paying dividends in the foreseeable future. It is the present intention of management to utilize all
available funds for the development of our business.

 Securities Authorized for Issuance
under Equity Compensation Agreements

 The following table gives information concerning
common stock that may be issued upon the exercise of options granted to certain officers, directors and consultants under their respective
individual compensation agreements with us as of December 31, 2023.

 Equity Compensation Agreements Information

 Plan category

 Number of securities to be issued upon
 exercise of outstanding options, warrants and rights

 (#)

 Weighted average exercise price of
 outstanding options, warrants, and rights ($)

 Number of securities remaining available
 for future issuance under equity compensation plans (excluding outstanding options and warrants)

 (#)

 As of December 31, 2023

 Equity compensation plans approved by security holders

 —

 $

 —

 —

 Equity compensation plans not approved by security holders

 1,500,000

 3.00

 1,760,000

 Total

 1,500,000

 $
 3.00

 1,760,000

 Recent Sales of Unregistered Securities

 We did not sell any unregistered securities during
the year ended December 31, 2023.

 ITEM 6. [RESERVED]

 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 The following discussion and analysis of financial
condition and results of operations should be read in conjunction with our consolidated audited financial statements and related notes
included elsewhere in this report. This discussion contains forward-looking statements that involve risks, uncertainties and assumptions.
See "Forward-Looking Statements" and "Risk Factors." Our actual results could differ materially from those anticipated
in the forward-looking statements.

 Overview

 Our principal operations include the development, acquisition, licensing
and enforcement of intellectual property rights that are either owned or controlled by us or one of our wholly owned subsidiaries. We
currently own, control or manage twenty-two intellectual property portfolios, of which we are currently seeking or may seek monetization
with respect to 12, which principally consist of patent rights. As part of our intellectual property asset management activities and in
the ordinary course of our business, it has been necessary for either us or the intellectual property owner who we represent to initiate,
and it is likely to continue to be necessary to initiate patent infringement lawsuits and engage in patent infringement litigation. We
anticipate that our primary source of revenue will come from the grant of licenses to use our intellectual property, including licenses
granted as part of the settlement of patent infringement lawsuits.

 Market and Economic Conditions

 In recent years, the United States and other markets
have experienced cyclical or episodic downturns, and worldwide economic conditions remain uncertain, including, as a result of the COVID-19
pandemic, supply chain disruptions, the Russian invasion of Ukraine, recent attacks by Hamas on Israel from the Gaza Strip and the resultant
action by Israel against Hamas in the Gaza Strip and the potential for broader conflict in the Middle East, instability in the U.S. and
global banking systems, rising fuel prices, increasing interest rates or foreign exchange rates and increased inflation and the possibility
of a recession. We cannot predict the timing, strength, or duration of any future economic slowdown or any subsequent recovery generally,
or in any industry. A significant downturn in economic conditions may adversely affect the intellectual property licensing market including
the financial condition of financing sources and the willingness of potential financing sources to provide funding for our litigation;
a law firms' ability and willingness to provide us with legal services on acceptable contingent fee terms; and the financial condition
and prospects of defendants and potential defendants, which could make it less likely that they would be willing to settle our claim.

 Further, to the extent that holders of intellectual
property rights see these and other macroeconomic factors, they may be reluctant to sell intellectual property to us on terms which are
acceptable to us, if at all.

 We seek to generate revenue from patent licensing
fees relating to our intellectual property portfolio, which includes fees from the licensing of our intellectual property, primarily from
litigation relating to enforcement of our intellectual property rights. All of the revenue for the years ended December 31, 2023 and 2022
was from patent licensing fees, of which approximately 100% was paid to the patent seller, funding sources and legal counsel pursuant
to our agreements with patent sellers, funding sources and legal counsel.

 Because of the nature of our business transactions
to date, we recognize revenues from licensing upon execution of a license agreement following settlement of litigation and not over the
life of the patent. Thus, we would recognize revenue when we receive the license fee or settlement payment. Although we intend to seek
to develop portfolios of intellectual property rights that provide us a continuing stream of revenue, to date we have not been successful
in doing so, and we do not anticipate that we will be able to generate any significant revenue from licenses that provide a continuing
stream of revenue. Thus, to the extent that we continue to generate cash from single payment licenses, our revenue can, and is likely
to, vary significantly from quarter to quarter and year to year and the net income we generated in 2023 may prove to be an aberration.
Our gross profit from license fees reflects the payment of any royalties due in connection with our license.

 It is generally necessary to commence litigation
in order to obtain a recovery for past infringement of, or to license the use of, our intellectual property rights. Intellectual property
litigation is very expensive, with no certainty of any recovery. To the extent possible we seek to engage counsel on a contingent fee
or partial contingent fee basis, which significantly reduces our litigation cost, but which also reduces the value of the recovery to
us. We do not have the resources to enable us to fund the cost of litigation. Because we cannot fund litigation ourselves, we need to
enter into an agreement with a third-party funding source. Our agreements with the funding sources typically provide that the funding
source pays the litigation costs and that the funding source receives a percentage of the recovery, thus reducing our recovery in connection
with any settlement of the litigation. In view of our limited cash and our working capital deficiency, we are not able to institute any
monetization program that may require litigation unless we engage counsel on a fully contingent basis or we obtain funding from third
party funding sources. In these cases, counsel may be afforded a greater participation in the recovery and the third party that funds
the litigation would be entitled to participate in any recovery. To the extent that we have agreements with counsel and/or litigation
funding sources pursuant to which payments made to them represent a portion of the gross recovery, and such payment is contingent upon
a recovery, our revenue from litigation reflects the gross recovery from litigation as licensing fees, and payments to counsel and/or
litigation funding sources are reflected as cost of revenue.

 Agreements with QF3, QFL and Intelligent Partners

 On March 12, 2023, we entered into a funding agreement
with QF3.

 Pursuant to the Purchase Agreement with QF3, QF3
agreed to make available to us a financing facility of: (a) up to $25,000,000 for the acquisition of mutually agreed patent rights that
we intend to monetize, of which no amounts have been received as of December 31, 2023; (b) up to $4,000,000 for operating expenses,
of which the we have requested and received $2,500,000 as of December 31, 2023; and (iii) $3,300,000 to fund the cash payment portion
of the purchase price of a patent portfolio acquired from Tower. In return we transferred to QF3 a right to receive a portion of net proceeds
generated from the monetization of those patents. We used $3,300,000 proceeds from the QF3 financing as the cash payment portion of the
purchase price of a portfolio acquired from Tower. Our obligations to QF3 are secured by the proceeds from the patents acquired with their
funding, the patents and all general intangibles now or hereafter arising from or related to the foregoing and the proceeds and products
of the foregoing. See Item 1. Business – Agreements with QF3 for a description of the agreements with QF3.

 On February 22, 2021, we entered into a funding
agreement with QFL and a restructure agreement with Intelligent Partners.

 Pursuant to the Purchase Agreement with QFL, QFL
agreed to make available to us a financing facility of: (a) up to $25,000,000 for the acquisition of mutually agreed patent rights that
we intend to monetize, of which $2,653,000 has been advanced as of December 31, 2023; (b) up to $2,000,000 for operating expenses,
of which the we have requested and received $2,000,000 as of December 31, 2023; and (iii) $1,750,000 to fund the cash payment portion
of the restructure of our obligations to Intelligent Partners. In return we transferred to QFL a right to receive a portion of net proceeds
generated from the monetization of those patents. We used $1,750,000 of proceeds from the QFL financing as the cash payment portion of
the restructure of our obligations to Intelligent Partners. Our obligations to QFL are secured by the proceeds from the patents acquired
with their funding, the patents and all general intangibles now or hereafter arising from or related to the foregoing and the proceeds
and products of the foregoing. We also granted QFL a ten-year warrant to purchase a total of up to 962,463 shares of our common stock,
with an exercise price of $0.54 per share which may be exercised through February 18, 2031 on a cash or cashless basis, subject to certain
limitations on exercisability. The warrant also contains certain minimum ownership percentage antidilution rights pursuant to which the
aggregate number of shares of common stock purchasable upon the initial exercise of the Warrant shall not be less than 10% of the aggregate
number of outstanding shares of our capital stock (determined on a fully diluted basis). A portion of any gain from sale of the shares,
net of taxes and costs of exercise, realized prior to the completion of all monetization activities shall be credited against the total
return due to QFL pursuant to the Purchase Agreement. We also agreed to take all commercially reasonable steps necessary to regain compliance
with the OTCQB eligibility standards as soon as practicable, but in no event later than 12 months from the closing date, and regained
compliance on May 7, 2021 and we granted QFL registration rights with respect to the common stock issuable upon exercise of the warrants.
We also granted QFL certain board observation rights. Pursuant to the Purchase Agreement, all of the net proceeds from the monetization
of the intellectual property acquired with funds from QFL are paid directly to QFL. After QFL has received a negotiated rate of return,
we and QFL share net proceeds equally until QFL achieves its investment return, as defined in the agreement. Thereafter, we retain 100%
of all net proceeds. Except in an Event of Default, as defined therein, all payments by us to QFL pursuant to the Purchase Agreement are
non-recourse and shall be paid only if and after net proceeds from monetization of the patent rights owned or acquire by us are received,
or to be received.

 Contemporaneously with the execution of the agreements
with QFL, we entered into a restructure agreement with Intelligent Partners to eliminate any obligations we had with respect to the outstanding
notes and the securities purchase agreement. As part of the restructure of our agreements with Intelligent Partners, we amended the existing
MPAs and granted Intelligent Partners certain rights in the monetization proceeds from any new intellectual property we acquire. Under
these MPAs, Intelligent Partners receives a 60% interest in the proceeds from our intellectual property owned by the eight Subsidiary
Guarantors. Intelligent Partners also participates in the monetization proceeds from new intellectual property that we acquire until the
total payments under all the monetization participation agreements equal $2,805,000, as follows: for net proceeds between $0 and $1,000,000,
Intelligent Partners receives 10% of the net proceeds realized from new patents, except that if, in any calendar quarter, net proceeds
realized by us exceed $1,000,000, Intelligent Partners' entitlement for that quarter only shall increase to 30% on the portion of
net proceeds in excess of $1,000,000 but less than $3,000,000. If in the same calendar quarter, net proceeds exceed $3,000,000, Intelligent
Partners' entitlement for that quarter only shall increase to 50% on the portion of net proceeds in excess of $3,000,000. The payments
with respect to the new patents terminate once total payments to Intelligent Partners under all monetization participation agreements
reach $2,805,000. The payments to Intellectual Partners with respect new patents are payable from the proceeds which are allocated to
us under the QFL agreements, which start after QFL has received a negotiated rate of return. See Item 1 Business – Agreements for
Intelligent Partners for a description of the agreements with Intellectual Partners.

 Effects of Possible Delisting of Common Stock
on OTCQB

 On May 23, 2022, we received notice from OTC Markets
Group, that, because the bid price for our common stock had closed below $0.01 per share for more than 30 consecutive days, we no longer
met the Standards for Continued Eligibility under the OTC listing standards and, if this deficiency was not cured by August 21, 2022,
our stock would be removed from the OTCQB marketplace, in which event our common stock will be traded on the OTC Pink market. Our registration
rights agreement with QFL provides that, in the event of a failure to comply with certain covenants, which includes the failure of our
common stock to be traded on the OTCQB, in addition to any other remedies available to QFL, we are to pay to QFL an amount in cash equal
to 2.0% of the aggregate value of QFL's Registrable Securities, as defined in the Registration Rights Agreement, whether or not
included in such registration statement, on each of the following dates: (i) the initial day of a maintenance failure; (ii) on the 30th
day after the date of such a failure and (iii) every 30th day thereafter (prorated for periods totaling less than thirty (30) days) until
such failure is cured. In July 2022, we amended our certificate of incorporation to effect a one-for-100 reverse split of our common stock.
The OTC Markets Group confirmed to us that the deficiency has been cured. We cannot assure you that we will continue to meet the requirements
for continued listing on the OTCQB, including the maintenance of a bid price of at least $0.01 per share.

 Portfolios

 In August 2021, STX brought a patent infringement
suit in the U.S. District for the Eastern District of Texas against Yamaha Corporation and Steinberg Media Technologies GMBH. In March
2022, STX brought a patent infringement suit in the U.S. District for the Eastern District of Texas against Parrot SA, Delair SAS, Drone
Volt, SA, EHang Holdings Limited and Flyability SA. In July 2022, STX brought a patent infringement suit in the U.S. District for the
Eastern District of Texas against FUJIFILM Holdings Corporation et al. The actions against Yamaha Corporation, Steinberg Media Technologies
GMBH, Parrot SA, Drone Volt, SA, Delair SAS and Flyability SA have been resolved, and revenue for the year ended December 31, 2022 includes
revenue from the related settlements. As of December 31, 2023, the matter against FUJIFILM Holdings Corporation et al has been resolved
and revenue for the year ended December 31, 2023 includes revenue from the settlement.

 In September 2021, M-RED Inc. brought patent infringement
suits in the U.S. District for the Eastern District of Texas against Xiaomi Corporation et. al., OnePlus Technology (Shenzhen) Co., Ltd.,
Biostar Microtech International Corp. and Giga-Byte Technology Co., Ltd. All matters were resolved in 2022 and our revenue for the year
ended December 31, 2022 includes revenue from the related settlements. We did not generate revenue from the M-RED Portfolio in 2023 and
do not anticipate allocating further resources to monetization of the M-RED Portfolio.

 In October 2021, AMI brought patent infringement
suits in the U.S. District for the Eastern District of Texas against ZTE Corporation, Guangdong OPPO Mobile Telecommunications Corp.,
Ltd. and Beijing Xiaomi Software Co., Ltd. Those actions were resolved in 2022, and our revenue for the year ended December 31, 2022 includes
revenue from related settlements. We did not generate revenue from the Audio Messaging Portfolio in 2023.

 In November 2021, TLL brought patent infringement
suits in the U.S. District for the Eastern District of Texas against Trend Micro Incorporated. In March 2022, Trend Micro, Inc. filed
a complaint against TLL in the U.S. District for the Western District of Texas seeking declaratory judgement of non-infringement of the
patents in suit. In February 2022, TLL brought patent infringement suits in the U.S. District for the Eastern District of Texas against
Checkpoint Software Technologies Ltd. and Palo Alto Networks, Inc. In March 2022, TLL voluntarily dismissed, without prejudice, the action
against Palo Alto Networks, Inc. In March 2022, Palo Alto Networks, Inc. filed a complaint against TLL and the Company in the U.S. District
for the Southern District of New York seeking declaratory judgement of non-infringement of the patents in suit. In May 2022, Trend Micro
Inc. filed a motion with the Panel on Multidistrict Litigation seeking to have the pending actions consolidated into a centralized multidistrict
litigation for pretrial proceedings. In August 2022, the Judicial Panel on Multidistrict Litigation consolidated all actions in the U.S.
District for the Eastern District of Texas. In October 2022, TLL brought patent infringement suits in the U.S. District for the Eastern
District of Texas against Fortinet, Inc., Crowdstrike, Inc. et.al., and Musarubra US, LLC. As of December 31, 2023, the action against
Fortinet, Inc. has been stayed pending settlement. The actions against Trend Micro Incorporated, Checkpoint Software Technologies Ltd,
Palo Alto Networks, Inc. and Crowdstrike, Inc. were resolved in 2023 and our revenue for the year ended December 31, 2023 includes revenue
from the related settlements.

 In November 2021, MML brought patent infringement
suits in the U.S. District for the Eastern District of Texas against ZTE Corporation and Guangdong OPPO Mobile Telecommunications Corp.,
Ltd. In November 2022, MML brought patent infringement suits in the U.S. District for the Eastern District of Texas against Samsung Electronics
Co., Ltd. et al and TCL Technology Group Corporation et al. In June 2022, MML and AI agreed to amend the Purchase Agreement to add two
additional patent families for an additional $92,000. We requested and received a capital advance from QFL in the amount of $92,000, which
we used to make payment to AI in August 2022 pursuant to the amendment to the Purchase Agreement. The actions against ZTE Corporation
and Guangdong OPPO Mobile Telecommunications Corp., Ltd. were resolved in 2023 and revenue for the year ended December 31, 2023 includes
revenue from the related settlements.

 In January 2022, the we acquired, via assignment
from Intellectual Ventures Assets 181 LLC and Intellectual Ventures Assets 174 LLC, all right title and interest to four patent portfolios
consisting of fifteen United States patents and three foreign patents for a purchase price of $1,060,000. We requested and received a
capital advance in the amount of the $1,060,000 purchase price from the facility with QFL. The patents were assigned to our wholly owned
subsidiaries Tyche Licensing LLC and Deepwell IP LLC.

 In March 2022, LSC brought patent infringement
suits in the U.S. District for the Eastern District of Texas against Microsoft Corporation, Google LLC, Cisco Systems, Inc. and Amazon.com,
Inc. et.al. In November 2022, Google LLC filed a petition before the patent trial and appeal board for inter partes review of US Patent
No. 10,154,092. In March 2023 Cisco Systems, Inc, Microsoft Corporation and Google LLC filed petitions before the patent trial and appeal
board for inter partes review of LSC Portfolio patents. As of December 31, 2023, all actions had been resolved.

 In May 2022, Tyche brought patent infringement
suits in the U.S. District for the Eastern District of Texas against MediaTek Inc., Realtek Semiconductor Corporation, Texas Instruments
Incorporated, Infineon Technologies AG and STMicroelectronics NV et. al. As of December 31, 2023, all actions have been resolved
and revenue for the year ended December 31, 2023 includes revenue from the settlements.

 In July 2022, we entered into a purchase agreement
with Hewlett Packard Enterprise Development LP and Hewlett Packard Enterprise Company for the purchase of eight United States Patents
for a purchase price of $350,000. We paid $35,000 upon execution of the agreement with the balance payable within 30 days. We requested
and received a capital advance from QFL in the amount of $350,000, which was used to make payment of the balance in August 2022 pursuant
to the terms of the purchase agreement. The HPE Portfolio was subsequently assigned to our wholly owned subsidiary, Flash Uplink LLC.

 In July 2022, EDI acquired, via assignment from
Edward D. Ioli Trust, all right title and interest to a portfolio of five United States patents relating to a system and method for controlling
vehicles and for providing assistance to operated vehicles ("EDI Portfolio") for a purchase price consisting of 50% of the
net proceeds resulting from monetization of the EDI Portfolio.

 In March 2023, we entered into a purchase agreement
with Tower for the purchase of seven United States Patents for a purchase price of $3,300,000. We requested and received a capital advance
from QF3 in the amount of $3,300,000 to fund the cash payment portion of the purchase price. Pursuant to the purchase agreement, after
recovery of the purchase price and a negotiated return, Tower is entitled to a portion of net proceeds, if any, as defined in the purchase
agreement.

 In August 2023, we entered into a purchase agreement
with Koji Yoden for the purchase of two United States Patents for a purchase price of $30,000. Pursuant to the purchase agreement, after
recovery of the purchase price Mr. Yoden is entitled to a portion of net proceeds, if any, as defined in the purchase agreement.

 In September 2023, Deepwell brought a patent infringement
suit in the U.S. District for the Eastern District of Texas against MediaTek Inc.

 Results of Operations

 The years ended December 31, 2023 and 2022:

 Year Ended December 31,

 2023

 2022

 Revenues (patent licensing fees)

 $
 13,152,500

 $
 451,194

 Cost of revenue (litigation and licensing expenses)

 5,534,596

 303,671

 Selling, general and administrative expenses

 2,740,554

 1,979,718

 Income (loss) from operations

 4,877,350

 (1,832,195
)

 Other income (expense)

 Change in fair market value of warrant liability

 (136,381
)

 1,490,759

 Interest expense

 (1,061,387
)

 (413,333
)

 Total other income (expense)

 (1,197,768
)

 1,077,426

 Income (loss) before income tax

 3,679,582

 (754,769
)

 Income tax benefit (expense)

 (30,000
)

 1,253

 Net income (loss)

 $

 $
 (753,516
)

 We generated revenues of approximately $13,153,000 for the year ended
December 31, 2023 as compared to approximately $451,000 for the year ended December 31, 2022. Our revenue for the year ended December 31,
2023 was generated from licenses pursuant to the settlement of patent infringement lawsuits in the Tyche, STX, MML and TLL portfolios.
Revenue for the year ended December 31, 2022 was generated from licenses pursuant to the settlement of patent infringement lawsuits in
the M-RED, AMI and STX portfolios. Cost of revenue for the years ended December 31, 2023 and 2022 was approximately $5,535,000 and $304,000,
respectively. The increase in cost of revenues is primarily due to increased litigation and licensing expenses associated with contingent
fees incurred in generating revenues. The timing and amount of our revenue is dependent upon the results of litigation seeking to enforce
our intellectual property rights, and we cannot predict when or whether we will have a recovery and how much of the recovery will be received
by us after payments to legal counsel, to our funding sources, to inventors/former patent owners and to Intelligent Partners who have
an interest in our share of the recovery from certain patent portfolios after deducting payments due to counsel and the litigation funding
source.

 Selling, general, and administrative expenses
for the year ended December 31, 2023 increased by approximately $761,000, or approximately 38%, compared to the year ended December 31,
2022. The increase is primarily due to an increase in compensation expense to the chief executive officer of $660,000. Our principal operating
expenses for the year ended December 31, 2023 were compensation expenses of approximately $960,000, amortization of intangible assets
of approximately $787,000 and professional fees of approximately $696,000. Our principal operating expenses for the year ended December
31, 2022 were compensation expenses of approximately $300,000, amortization of intangible assets of approximately $910,000 and professional
fees of approximately $513,000. We had stock-based compensation costs of approximately $49,000 and $117,000 for the years ended December
31, 2023 and 2022, respectively.

 Other income and expense for the year ended December
31, 2023 included a loss on change in fair value of warrant liability of approximately $136,000. We realized a gain on change in fair
value of warrant liability of approximately $1,491,000 for the year ended December 31, 2022. The fair value of the warrant liability is
affected by the price of our common stock, so the liability increases as the stock price goes up, resulting in an expense, and decreases
as the stock price goes down resulting in income from change in warrant liability. Other expense also reflects interest expense of approximately
$1,061,000 for the year ended December 31, 2023 and approximately $413,000 for the year ended December 31, 2022. The increase in interest
expense reflects the accrued interest payable on the principal amount of QFL and QF3 facilities.

 We incurred income tax benefit (expense) of approximately
$(30,000) and $1,000 for the years ended December 31, 2023 and 2022, respectively.

 As a result of the foregoing, we realized net
income of approximately $3,650,000, or $0.68 per share (basic and diluted), for the year ended December 31, 2023, compared to net loss
of approximately $754,000, or $0.14 per share (basic and diluted), for the year ended December 31, 2022.

 Liquidity and Capital Resources

 At December 31, 2023, we had current assets
of approximately $3,600,000, and current liabilities of approximately $11,935,000. Our current liabilities include funding liabilities
of approximately $7,326,000 payable to QFL and QF3, a non-interest bearing total monetization proceeds obligation (the "TMPO")
to Intelligent Partners in the amount of approximately $2,797,000 under the Restructure Agreement, both of which are only payable from
money generated from the monetization of intellectual property, loans payable of approximately $138,000, accounts payable and accrued
liabilities of approximately $297,000, warrant liability of approximately $282,000, and accrued interest of approximately $1,097,000.
As of December 31, 2023, we have an accumulated deficit of approximately $22,540,000 and a negative working capital of approximately $8,335,000.
Other than salary and pension benefits to our chief executive officer, we do not contemplate any other material operating expense requiring
cash in the near future other than normal general and administrative expenses and legal fees, including expenses relating to our status
as a public company filing reports with the SEC.

 The following table shows the summary cash flows
for the years ended December 31, 2023 and 2022:

 For the Year Ended

 2023

 2022

 Cash flows provided by (used in) operating activities

 $
 1,930,585

 $
 (914,178
)

 Cash flows used in investing activities

 (3,330,000
)

 (1,502,000
)

 Cash flows from financing activities

 1,872,298

 2,241,939

 Net increase (decrease) in cash

 472,883

 (174,239
)

 Cash at beginning of year

 264,840

 Cash at end of year

 $
 563,484

 $

 For the year ended December 31, 2023, cash
flows provided by operating activities was approximately $1,931,000 compared to cash flows used in operating activities of approximately
$914,000 during the year ended December 31, 2022. The increase in cash flows provided by operations of approximately $2,845,000 is
primarily attributable to net income during the year ended December 31, 2023 of approximately $3,650,000, a change in fair market
value of the warrant liability of approximately $136,000 and an increase in accounts receivable of approximately $3,008,000. The outstanding
account receivable of $3,008,250 at December 31, 2023 has been paid in full during the first quarter of 2024.

 During the years ended December 31, 2023 and 2022,
cash flows used in investing activities consisted of $3,330,000 and $1,502,000, respectively for the purchase of patents from third parties.
The increase in cash used in investing activities of $1,828,000 is attributable to additional patents purchased during the year ended
December 31, 2023.

 Cash flows from financing activities for the year
ended December 31, 2023 was approximately $1,872,000 compared to cash flows from financing activities for the year ended December 31,
2022 of approximately $2,242,000. The cash flows from financing activities during the year ended December 31, 2023 includes proceeds
from the funding liability of approximately $6,000,000 offset by the payment of the funding liability of approximately $4,128,000. The
cash flows from financing activities during the year ended December 31, 2022 includes proceeds from the funding liability of approximately
$2,303,000 offset by the payment of the funding liability of approximately $53,000 as well as the payment on related party loans of approximately
$9,000.

 We cannot assure you that we will be successful
in generating future revenues, in obtaining additional debt or equity financing or that such additional debt or equity financing will
be available on terms acceptable to us, if at all, or that we will be able to obtain any third-party funding in connection with any of
our intellectual property portfolios or that we will receive any of the proceeds of any litigation settlements after making all required
payments to counsel and funding sources and payments to Intelligent Partners. We have no credit facilities. Although our agreement provides
for QFL and QF3 to provide us with funding to acquire intellectual property rights, subject to QFL's and QF3's approval, it
does not provide for financing the litigation necessary for the monetization of the intellectual property rights. We do not have any credit
facilities or any arrangements for us to finance the litigation necessary to monetize our intellectual property rights other than contingent
fee arrangements with counsel with respect to our pending litigation. If we do not secure contingent representation or obtain litigation
financing, we may be unable to monetize our intellectual property.

 We cannot predict the success of any pending or
future litigation. Typically, our agreements with the funding sources provide that the funding sources will participate in any recovery
which is generated. We believe that our financial condition, our history of losses and negative cash flow from operations, and our low
stock price make it difficult for us to raise funds in the debt or equity markets.

 As noted below, there is a substantial doubt about
our ability to continue as a going concern.

 Critical Accounting Estimates

 The discussion and analysis of our financial condition
and results of operations is based upon our financial statements that have been prepared in accordance with accounting principles generally
accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that
affect the reported amounts of assets and liabilities. On an on-going basis, we evaluate our estimates. We base our estimates on historical
experience and on other assumptions that we believe to be reasonable under the circumstances, the results of which form our basis for
making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results
may differ from these estimates under different assumptions or conditions.

 Management believes the following critical accounting
policies affect the significant judgments and estimates used in the preparation of our financial statements.

 Intangible Assets

 Intangible assets consist of patents which are amortized using the
straight-line method over their estimated useful lives or statutory lives whichever is shorter and are reviewed for impairment upon any
triggering event that may give rise to the assets ultimate recoverability as prescribed under the guidance related to impairment of long-lived
assets. Costs incurred to acquire patents, including legal costs, are also capitalized as long-lived assets and amortized on a straight-line
basis with the associated patent.

 Patents include the cost of patents or patent
rights (collectively "patents") acquired from third-parties or acquired in connection with business combinations. Patent acquisition
costs are allocated equally across the patents in force at the time of acquisition. Patent acquisition costs are amortized utilizing the
straight-line method over their remaining economic useful lives, ranging from one to ten years. Certain patent application and prosecution
costs incurred to secure additional patent claims that, based on management's estimates, are deemed to be recoverable, are capitalized
and amortized over the remaining estimated economic useful life of the related patent portfolio.

 Warrant Liability

 We reflect a warrant liability with respect to
warrants for which the number of shares underlying the warrants is not fixed until the date of the initial exercise. The amount of the
liability is determined at the end of each fiscal period by using a Black-Scholes option pricing model to estimate the fair value. The
period to period change in the amount of warrant liability is reflected as a gain or loss in warrant liability and is included under other
income (expense).

 Stock-Based Compensation

 We account for stock-based compensation for employees
and non-employees pursuant to ASC 718, "Compensation — Stock Compensation," which prescribes accounting and reporting
standards for all stock-based payment transactions. Transactions include incurring liabilities, or issuing or offering to issue shares,
options and other equity instruments. Stock-based payments to employees, including grants of employee stock options, are recognized as
compensation expense in the financial statements based on their fair values estimated using a Black-Scholes option pricing model. That
expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the
requisite service period (usually the vesting period).

 Revenue Recognition

 Patent Licensing Fees

 The Company recognizes revenue in accordance with
ASC Topic 606, "Revenue from Contracts with Customers". Revenue is recognized when control of the promised goods or services
is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled to in exchange for
those goods or services. Under Topic 606, revenue is recognized when there is a contract which has commercial substance which is approved
by both parties and identifies the rights of the parties and the payment terms.

 For the periods presented, revenue contracts executed
by the Company primarily provided for the payment of contractually determined, one-time, paid-up license fees in consideration for the
grant of certain intellectual property rights for patented technologies owned or controlled by the Company's operating subsidiaries
as part of the settlement of litigation commenced by the Company's subsidiaries. Intellectual property rights granted included the
following, as applicable: (i) the grant of a non-exclusive, retroactive and future license to manufacture and/or sell products covered
by patented technologies, (ii) a covenant-not-to-sue, (iii) the release of the licensee from certain claims, and (iv) the dismissal of
any pending litigation. The intellectual property rights granted were perpetual in nature, extending until the legal expiration date of
the related patents. The individual intellectual property rights are not accounted for as separate performance obligations, as (a) the
nature of the promise, within the context of the contract, is to transfer combined items to which the promised intellectual property rights
are inputs and (b) the Company's promise to transfer each individual intellectual property right described above to the customer
is not separately identifiable from other promises to transfer intellectual property rights in the contract.

 Since the promised intellectual property rights
are not individually distinct, the Company combined each individual IP right in the contract into a bundle of IP rights that is distinct,
and accounted for all of the intellectual property rights promised in the contract as a single performance obligation. The intellectual
property rights granted were "functional IP rights" that have significant standalone functionality. The Company's subsequent
activities do not substantively change that functionality and do not significantly affect the utility of the IP to which the licensee
has rights. The Company's subsidiaries have no further obligation with respect to the grant of intellectual property rights, including
no express or implied obligation to maintain or upgrade the technology, or provide future support or services. The contracts provide for
the grant (i.e., transfer of control) of the licenses, covenants-not-to-sue, releases, and other significant deliverables upon execution
of the contract. Licensees legally obtain control of the intellectual property rights upon execution of the contract. As such, the earnings
process is complete and revenue is recognized upon the execution of the contract, when collectability is probable and all other revenue
recognition criteria have been met. Revenue contracts generally provide for payment of contractual amounts within 30 to 90 days of execution
of the contract. Contractual payments made by licensees are generally non-refundable. The Company does not have any significant payment
terms, as payment is received shortly after goods are delivered or services are provided, therefore there is no significant financing
component or consideration payable to the customer in these transactions.

 The Company's revenue for the year ended December 31, 2023 was
generated from licenses pursuant to the settlement of patent infringement lawsuits in the Tyche, STX, MML and TLL portfolios. Revenue
for the year ended December 31, 2022 was generated from licenses pursuant to the settlement of patent infringement lawsuits in the M-RED,
AMI and STX portfolios.

 Recent Accounting Pronouncements

 Management does not believe that there are any
recently issued, but not effective, accounting standards which, if currently adopted, would have a material effect on our financial statements.

 Going Concern

 We have an accumulated deficit of approximately
$22,540,000 and negative working capital of approximately $8,335,000 as of December 31, 2023. Although we generated net income in
2023, because of our history of losses, our working capital deficiency, the uncertainty of future revenue, our obligations to Intelligent
Partners, QF3, and QFL, our low stock price and the absence of an active trading market in our common stock, our ability to raise funds
in the equity market or from lenders is severely impaired. These conditions, as well as any adverse consequences which would result if
we fail to meet the continued listing requirements of the OTCQB, raise substantial doubt as to our ability to continue as a going concern.
Our revenue is generated exclusively from license fees generated from litigation seeking damages for infringement of our intellectual
property rights. Although we may seek to raise funds and to obtain third-party funding for litigation to enforce its intellectual property
rights, the availability of such funds is uncertain. The financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

 Off-Balance Sheet Arrangements

 We have not entered into any other financial guarantees
or other commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that
are indexed to our shares and classified as stockholder's equity or that are not reflected in our consolidated financial statements.
Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit,
liquidity or market risk support to such entity.

 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 We are a smaller reporting company as defined
by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 The financial statements start on Page F-1.

 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE

 Not Applicable.

 ITEM 9A. CONTROLS AND PROCEDURES

 Management's Conclusions Regarding Effectiveness
of Disclosure Controls and Procedures

 We conducted an evaluation of the effectiveness
of our "disclosure controls and procedures" ("Disclosure Controls"), as defined by Rules 13a-15(e) and 15d-15(e)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as of December 31, 2023, the end of the period covered
by this Annual Report on Form 10-K. The Disclosure Controls evaluation was done under the supervision and with the participation of management,
including our chief executive officer and acting chief financial officer, who is the same person and our sole full-time employee. There
are inherent limitations to the effectiveness of any system of disclosure controls and procedures. Accordingly, even effective disclosure
controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon this evaluation, our chief
executive officer and acting chief financial officer concluded that, due to our limited internal audit function and our very limited staff,
our disclosure controls were not effective as of December 31, 2023, such that the information required to be disclosed by us in reports
filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified
in the SEC's rules and forms and (ii) accumulated and communicated to the chief executive officer and acting chief financial officer,
as appropriate to allow timely decisions regarding disclosure.

 Management's Report on Internal Control
over Financial Reporting

 Our management is responsible for establishing
and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange
Act. Our management is also required to assess and report on the effectiveness of our internal control over financial reporting in accordance
with Section 404 of the Sarbanes-Oxley Act of 2002 ("Section 404"). Management assessed the effectiveness of our internal
control over financial reporting as of December 31, 2023. In making this assessment, we used the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework. During our assessment of the effectiveness
of internal control over financial reporting as of December 31, 2023, management identified material weaknesses related to (i) our internal
audit functions (ii) inadequate levels of review of the financial statements and (iii) a lack of segregation of duties within accounting
functions. Therefore, our internal controls over financial reporting were not effective as of December 31, 2023.

 Management has determined that our internal controls
contain material weaknesses due to the absence of segregation of duties, as well as lack of qualified accounting personnel and excessive
reliance on third-party consultants for accounting, financial reporting and related activities. The lack of any separation of duties,
with the same person, who is our only full time employee, serving as both chief executive officer and acting chief financial officer,
and who does not have an accounting background, makes it unlikely that we will be able to implement effective internal controls over financial
reporting in the near future.

 Due to our size and nature, segregation of all
conflicting duties is not possible. However, to the extent possible, we plan to implement procedures to assure that the initiation of
transactions, the custody of assets and the recording of transactions will be performed by separate individuals if and when we have sufficient
income to enable us to hire such individuals, and we cannot give any assurance that we will be able to hire such personnel. Since we became
engaged in the intellectual property management business in 2008, we have not had the financial resources to develop or implement systems
that would provide us with the necessary information on a timely basis so as to be able to implement financial controls. Our financial
condition makes it difficult for us to implement a system of internal controls over financial reporting.

 Unless we generate significantly greater revenues
on an ongoing basis and employ accounting personnel, it is doubtful that we will be able implement any system which provides us with any
degree of internal controls over financial reporting. Due to the nature of this material weakness in our internal control over financial
reporting, there is more than a remote likelihood that misstatements which could be material to our annual or interim financial statements
could not be prevented or detected.

 A material weakness (within the meaning of PCAOB
Auditing Standard No. 5) is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there
is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected
on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting
that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of our financial
reporting.

 Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to 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 and procedures may deteriorate.

 Changes in Internal Control over Financial
Reporting

 During the period ended December 31, 2023, there
was no change in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that
has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 ITEM 9B. OTHER INFORMATION

 None.

 ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT
INSPECTIONS.

 Not applicable.

 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 The following table presents information with
respect to our officers and directors:

 Name

 Age

 Position(s)

 Jon C. Scahill

 Chief executive officer, president, acting chief financial officer, secretary and director

 Timothy J. Scahill

 Chief technology officer and director

 Dr. William Ryall Carroll

 Ryan T. Logue

 Our board of directors has three classes of directors
– Class I directors, Class II directors and Class III directors. On July 27, 2022, the Company held its 2022 annual meeting of stockholders.
At the meeting, the stockholders voted on the election of two Class I directors, one Class II director and one Class III director.

 Jon C. Scahill, a Class I director, has been president
and chief executive officer since January 2014 and a director since 2007. He was appointed secretary in April 2014. He also served as
president and chief operating officer from May 2007 to December 2013. From December 2006 to May 2007, Mr. Scahill was founder and managing
director of the Urban-Rigney Group, LLC, a private consultancy specializing in new business/new venture development, operations optimization,
and strategic analysis. Prior to launching his consultancy business, Mr. Scahill held numerous positions in sales and marketing, technical
management, and product development in the consumer products/flexible packaging arena. Mr. Scahill holds a B.S. in chemical engineering
from the University of Rochester, an MBA in finance, strategy and operations from Rochester's Simon Graduate School of Business
and a JD from Pace Law School. Mr. Scahill is admitted to practice in New York, Florida and the District of Columbia, and he is a registered
patent attorney admitted to practice before the United States Patent and Trademark Office.

 Timothy J. Scahill, a Class II director, has a
director since October 2014 and our chief technology officer since 2007. As chief technology officer, Mr Scahill is responsible for our
cybersecurity protection. Mr. Scahill is also currently a managing partner of Managed Services Team LLC, an IT services provider. Prior
to Managed Services Team, he was president of Layer 8 Group, Inc. from August 2005 to December 2012, at which time Layer 8 merged with
Structured Technologies Inc. to form Managed Services Team LLC. In his roles he has taken the responsibility for business strategy, acquisition,
execution, as well as financial management. His entrepreneurial acumen and proven record of successful management with sole discretionary
responsibility, demonstrate the scope of his capability and his value to delivering results. He serves on the boards of the Upstate New
York Technology Council, is an investor in Greater Rochester Enterprise, Pariemus Rochester and also serves on the Corporate Advisory
Board for Habitat for Humanity. He is a member of Greater Rochester Enterprise and CEO Roundtable Chair.

 Dr. William Ryall Carroll, a Class III director,
has been a director since October 2014. Dr. Carroll has been associate professor and chairman of the marketing department at St. John's
University College of Business since July 2014. From September 2008 until June 2014, Dr. Carroll was an assistant professor in the marketing
department of St. John's University College of Business. Dr. Carroll is founder, chief executive officer and owner of Raiserve Inc.,
a web-based platform for monetizing non-profit programmatic work in the area of service formed in October 2014. Dr. Carroll's research
focuses on consumer behavior and behavioral decision theory. Dr. Carroll's work has been published in top academic journals including
the Journal of Advertising, Marketing Letters, as well in books such as Psycholinguistic Phenomena in Marketing Communications. In addition
to his research Dr. Carroll has taught Marketing at the executive, graduate and undergraduate level across in the United States, Europe
and Asia. Prior to pursuing his academic career, Dr. Carroll held various marketing positions at NOP Worldwide Marketing Research Company
and Ralston Purina Company. Dr. Carroll earned his BA in Economics from the University of Rochester, his MS in Marketing Research from
the University of Texas in Arlington, and his PhD from City University of New York – Baruch College.

 Ryan T. Logue, a Class I director, is an investment
advisory representative Lincoln Investment, a position he has held since 2019. Prior to joining Lincoln Investment, he spent 16 years
with Morgan Stanley in the private wealth management department. Mr. Logue has spent the majority of his career focused on investing in
both public and private opportunities department. Mr. Logue graduated with a BA from Colgate University and an MBA from Columbia University
and has previously served on the board of the Columbia Alumni Association of Fairfield County.

 Timothy J. Scahill and Jon C. Scahill are first
cousins.

 Director Independence

 Dr. Carroll and Mr. Logue are "independent"
directors based on the definition of independence in the listing standards of the NYSE.

 Code of Ethics

 We have not yet adopted a code of ethics that
applies to our principal executive officers, principal financial officer, principal accounting officer or controller, or persons performing
similar functions, since we have been focusing our efforts on developing our business. We expect to adopt a code as we develop our business.

 Committees of the Board of Directors

 We do not have any committees of our board of
directors.

 Compliance with Section 16(a) of the Securities
Exchange Act of 1934

 Section 16(a) of the Securities Exchange Act of
1934, as amended, requires executive officers and directors of issuers whose securities are registered pursuant to the Securities Exchange
Act and persons who own more than 10% of a registered class of our equity securities to file with the SEC initial statements of beneficial
ownership, reports of changes in ownership and annual reports concerning their ownership of the our common stock and other equity securities,
on Form 3, 4 and 5 respectively. Because our common stock is not registered pursuant to the Securities Exchange Act, our officers, directors
and 10% stockholders are not required to make such filings.

 ITEM 11. EXECUTIVE COMPENSATION

 The following summary compensation table sets
forth information concerning compensation for services rendered in all capacities during the years ended December 31, 2023 and 2022, earned
by or paid to our executive officers.

 Name & Principal Position

 Year

 Salary

 Bonus
 Awards

 Stock
 Awards

 Options/Warrant

 Awards

 Non-Equity

 Plan
 Compensation

 Nonqualified

 Deferred
 Earnings

 All
 Other
 Compensation
 (1)

 Total

 Jon C. Scahill,

 2023

 $
 600,000

 $
 —

 $
 —

 $
 —

 $
 —

 $
 —

 $
 66,000

 $
 666,000

 CEO and President

 2022

 $
 300,000

 $
 —

 $
 —

 $
 —

 $
 —

 $
 —

 $
 61,000

 $
 361,000

 Timothy J. Scahill

 2023

 $
 60,000

 $
 —

 $
 —

 $
 —

 $
 —

 $
 —

 $
 6,600

 $
 66,600

 (1)
 Represents the payments made by the Company under the SEP IRA.

 Employment Agreements

 Pursuant to the restated employment agreement, dated November 30, 2014,
we agreed to employ Jon C. Scahill as president and chief executive officer for a term of three years, commencing January 1, 2014, and
continuing on a year-to-year basis unless terminated by either party on not less than 90 days' notice prior to the expiration of
the initial term or any one-year extension. The agreement provides for an annual salary of $252,000, which may be increased, but not decreased,
by the board or the compensation committee. In March 2023, the board of directors increased Mr. Scahill's annual salary to $600,000,
effective January 1, 2023. Mr. Scahill is entitled to a bonus if we meet or exceed performance criteria established by the compensation
committee, or by the board in the absence of a compensation committee. In August 2016, the board of directors approved annual bonus compensation
to Mr. Scahill equal to 30% of the amount by which our consolidated income before income taxes exceeds $500,000, but, if we are subject
to the limitation on deductibility of executive compensation pursuant to Section 162(m) of the Internal Revenue Code, the bonus cannot
exceed the amount which would be deductible pursuant to Section 162(m). Mr. Scahill is also eligible to participate in any executive incentive
plans which we may adopt. Pursuant to the agreement, we issued to Mr. Scahill warrants to purchase 600,000 shares, representing the warrants
that had been previously covered in his prior employment agreement, but which had never been issued, and we issued to Mr. Scahill a restricted
stock grant for 300,000 shares which vested on January 15, 2015. In the event that we terminate Mr. Scahill's employment other than
for cause or as a result of his death or disability, we will pay him severance equal to his salary for the balance of the term and, if
he received a bonus for the previous year, an amount equal to that bonus, as well as continuation of his insurance benefits. Mr. Scahill
also waived accrued compensation of $1,167,705, representing his accrued salary for periods prior to January 1, 2014. The restated employment
agreement also includes mutual general releases between Mr. Scahill and us. In March 2020, the Company adopted a SEP IRA plan for its
employees. Mr. Scahill is our only employee covered by the plan.

 Pension Benefits

 In March 2020, we adopted a SEP IRA plan for our
employees pursuant to which we deposit into a SEP IRA account of each of our participating employees a percentage of the employee's
compensation, subject to statutory limitations on the amount of the contribution all as set forth in the IRS Form 5305-SEP presented to
and reviewed by the directors of this Corporation. For the year ending December 31, 2023 the percentage was set at 11%. Our Chief Executive
Officer and Chief Technology Officer, who are our only employees, are covered by the plan.

 2017 Equity Incentive Plan

 On November 10, 2017, the board of directors adopted
the 2017 Equity Incentive Plan (the "Plan") pursuant to which 1,500,000 shares of common stock may be issued. In February
2021, the board amended the Plan to increase the number of shares subject to the plan to 5,000,000. The plan provides for the grant of
non-qualified options, stock grants and other equity-based incentives to employees, including officers, directors and consultants. This
summary of the Plan is qualified in its entirety by reference to the plan, a copy of which is filed as an exhibit to this annual report.

 As of December 31, 2023, there were outstanding
options to purchase a total of 2,000,000 shares of common stock, of which options to purchase 600,000 shares were held by Jon Scahill,
our chief executive officer. Of the options held by Mr. Scahill, options to purchase 200,000 shares at an exercise price of $1.00 per
share are currently exercisable, and options to purchase 200,000 shares become exercisable upon each of the following events -- the first
day on which we file a Form 10-K or Form 10-Q which reflects stockholders' equity of at least $5,000,000, and on the date on which
our common stock is listed for trading on the Nasdaq Stock Market or the New York Stock Exchange.

 Also outstanding on December 31, 2023 were options granted to two consultants
at prices from $1.00 to $5.00 which become exercisable as follows:

 100,000 shares at an exercise price of $1.00 per share becoming exercisable
upon the commencement of trading of the Common Stock on the OTCQB which occurred on May 7, 2021.

 100,000 shares at an exercise price of $3.00 per share, becoming exercisable
on the first day on which the Company files a Form 10-K or Form 10-Q which stockholders' equity of at least $5,000,000, and

 100,000 shares at an exercise price of $5.00 per share becoming exercisable
on the date on which the Common Stock is listed for trading on the Nasdaq Stock Market or the New York Stock Exchange.

 Also outstanding on December 31, 2023 were options granted to one consultant
at prices from $1.00 to $5.00 which become exercisable as follows:

 100,000 shares at an exercise price of $1.00 per share became
exercisable on February 22, 2022, which was the first anniversary of the date of the agreement.

 100,000 shares at an exercise price of $3.00 per share became
exercisable on February 22, 2023, which was the second anniversary of the date of the agreement; and

 100,000 shares at an exercise price of $5.00 per share will
become exercisable on February 22, 2024, which will be the third anniversary of the date of the agreement.

 Outstanding Equity Awards at Fiscal Year-End

 The following table sets forth information as
to the outstanding equity awards granted to and held by the officers named in the Summary Compensation Table as of December 31, 2023.

 Option awards

 Name

 Number of securities
 underlying unexercised
 options (#) exercisable

 Number of securities
 underlying unexercised
 options (#) unexercisable

 Equity incentive plan
 awards: Number of
 securities underlying

 unexercised unearned

 options

(#)

 Option exercise

 price

 ($)

 Option expiration date

 Jon Scahill

 200,000

 -

 -

 $
 1.00

 2/22/2031

 200,000
 (1)

 3.00

 2/22/2031

 200,000
 (2)

 5.00

 2/22/2031

 (1)
 This option becomes exercisable on the first day on which we
file a Form 10-K or Form 10-Q which reflects stockholders' equity of at least $5,000,000.

 (2)
 This option becomes exercisable on the date on which the common
stock is listed for trading on the Nasdaq Stock Market or the New York Stock Exchange.

 Directors' Compensation

 We do not have any agreements or formal plan for
compensating our directors for their service in their capacity as directors, although our board has, and may in the future, award stock
grants or options to purchase shares of common stock to our directors. None of our directors received compensation during 2023.

 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS

 The following table provides information as to
shares of common stock beneficially owned as of March 15, 2024, by:

 Each director;

 Each current officer named in the summary compensation table;

 Each person owning of record or known by us, based on information
provided to us by the persons named below, at least 5% of our common stock; and

 All directors and officers as a group.

 For purposes of the following table, "beneficial
ownership" means the sole or shared power to vote, or to direct the voting of, a security, or sole or shared investment power with
respect to a security, or any combination thereof, and the right to acquire such power (for example, through the exercise of warrants
granted by us) within 60 days of March 15, 2024.

 Name and Address (1) of Beneficial Owner

 Amount and Nature

 of Beneficial

 Ownership

 % of Class

 Jon C. Scahill (2)

 1,600,000

 28.9
 %

 Andrew C. Fitton (3)

 1,174,074

 22.0
 %

 Intelligent Partners, LLC (4)

 500,000

 8.6
 %

 Michael R. Carper (5)

 788,889

 14.8
 %

 Dr. William Ryall Carroll

 154,846

 2.9
 %

 Timothy J. Scahill

 151,050

 2.8
 %

 Ryan T. Logue

 54,976

 1.0
 %

 All officers and directors as a group (four individuals)

 1,960,873

 35.4
 %

 (1)
 The address of Jon C. Scahill, Dr. Carroll, Timothy J. Scahill
and Ryan T. Logue is c/o Quest Patent Research Corporation, 411 Theodore Fremd Ave., Suite 206S, Rye, New York 10580-1411.

 (2)
 Represents (a) 1,400,000 shares owned by Mr. Scahill and (b)
200,000 shares issuable upon exercise of options held by Mr. Scahill.

 (3)
 Represents (a) 674,074 shares owned by Mr. Fitton and (b) 500,000
shares issuable upon exercise of an option held by Intelligent Partners. The address for Mr. Fitton and Intelligent Partners is 300 Bowie
St., Apt. 2803 Austin, TX 78703.

 (4)
 Represents 500,000 shares of common stock issuable upon exercise
of options held by Intelligent Partners. Andrew C. Fitton and Michael R. Carper, as the members of Intelligent Partners, have the joint
right to vote and dispose of the shares owned by Intelligent Partners. The address for Mr. Carper is 13218 Tamayo Drive Austin, TX 78729.

 (5)
 Represents (a) 288,889 shares of common stock owned by Mr. Carper
and (b) 500,000 shares of common stock issuable upon exercise of an option held by Intelligent Partners.

 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 Related Transactions

 Reference is made to the discussion of our agreements
with Intelligent Partners, Mr. Fitton and Mr. Carper under "Item 1. Business – Agreements with Intelligent Partners."

 Managed Services Team LLC, an entity for which
Timothy Scahill, our chief technology officer and a director, is a managing partner, provides information technology services to us. We
pay for these services at usual and customary rates. The cost of these services was approximately $0 and $205 for the years ended December
31, 2023 and 2022, respectively.

 During 2023, we contracted with a law firm more
than 10 percent owned by the chief executive officer. The firm is engaged as counsel in connection with general corporate matters, diligence
and maintenance of our patent portfolio. In connection with the engagement, we recorded sales, general and administrative expenses of
approximately $50,000 and $0 for the years ended December 31, 2023 and 2022, respectively.

 During 2023 and 2022, we contracted with a law firm more than 10% owned,
but not controlled, by the father-in-law of the chief executive officer. The firm is engaged on a contingent fee basis and serves as escrow
agent in connection with monetization of our patents in matters where the firm is serving as counsel to us. In connection with the engagement,
we recorded litigation and licensing expenses of approximately $5,316,000 and $85,000 for the years ended December 31, 2023 and 2022,
respectively. Since the services are on a contingent fee basis, no fees are incurred unless there is a recovery. In prior periods, we
engaged a firm at which the father-in-law of the chief executive was formerly a partner. Because his interest in the prior firm was less
than 10%, the prior firm was not considered a related party in prior periods.

 Director Independence

 Dr. Carroll and Mr. Logue are "independent"
directors based on the definition of independence in the listing standards of the NYSE.

 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

 The following table sets forth the fees billed
by our independent accountants, Rosenberg Rich Baker Berman P.A. ("RRBB") for 2023 and 2022 for the categories of services
indicated.

 Fiscal Year Ended

 2023

 2022

 Audit fees – MaloneBailey

 $
 —

 $
 8,000

 Audit fees – RRBB

 100,000

 100,000

 Audit – related fees

 —

 —

 Tax fees

 —

 —

 All other fees – MaloneBailey

 —

 8,000

 Audit fees consist of fees related to professional
services rendered in connection with the audit of our annual financial statements and the review of our quarterly financial statements.

 All other fees relate to professional services
rendered in connection with our registration statement.

 Our policy is to pre-approve all audit and permissible
non-audit services performed by the independent accountants. These services may include audit services, audit-related services, tax services
and other services. Since we do not have an audit committee, the pre-approval is made by the board of directors. Our board approved all
services that our independent accountants provided to us in the past two fiscal years.

 ITEM 15. EXHIBITS

 Exhibit
 No.

 Description

 3.1

 Amended and Restated Articles of Incorporation of the Company.(5)

 3.2

 Bylaws of the Company. (3)

 10.1

 Restated Employment Agreement dated as of November 30, 2014 between the Company and Jon C. Scahill. (1)

 10.2

 Restricted Stock Grant dated October 30, 2014 between the Company and Jon C. Scahill. (1)

 10.3

 Form of warrant issued to former officers and directors. (1)

 10.4

 Form of warrant issued to Mr. Jon C. Scahill. (1)

 10.5

 Indemnification agreement, dated December 8, 2014 between the Company and Jon C. Scahill. (4)

 10.6

 Indemnification agreement, dated December 8, 2014 between the Company and Timothy J. Scahill. (4)

 10.7

 Indemnification agreement, dated December 8, 2014 between the Company and Dr. William Ryall Carroll. (4)

 10.8

 Indemnification agreement, dated February 19, 2021 between the Company and Ryan T. Logue (10)

 10.9

 Patent Sale Agreement, effective July 8, 2015 between Intellectual Ventures Assets 16 LLC and the Company.(2)

 10.10

 2017 Equity Incentive Plan(6)

 10.11

 Purchase Agreement dated February 19, 2021 among the Company and QPRC Finance LLC (7)

 10.12

 Ex. A to Purchase Agreement – Security Agreement dated February 19, 2021 among the Company and QPRC Finance LLC. (7)

 10.13

 Ex. B to Purchase Agreement – Subsidiary Continuing Guaranty Agreement dated February 19, 2021 among Quest Licensing Corporation, Mariner IC Inc., Semcon IP Inc., IC Kinetics Inc., Quest NetTech Corporation, CXT Systems, Inc., M-Red Inc., Audio Messaging Inc. and QPRC Finance LLC. (7)

 10.14

 Ex. C to Purchase Agreement – Subsidiary Patent Proceeds Security Agreement dated February 19, 2021 among the Company, Quest Licensing Corporation, Mariner IC Inc., Semcon IP Inc., IC Kinetics Inc., Quest NetTech Corporation, CXT Systems, Inc., M-Red Inc., Audio Messaging Inc. and QPRC Finance LLC. (7)

 10.15

 Ex. D to Purchase Agreement – Warrant Issuance Agreement dated February 19, 2021 among the Company and QPRC Finance LLC. (7)

 10.16

 Ex. E to Purchase Agreement – Board Observation Rights Agreement dated February 19, 2021 among the Company and QPRC Finance LLC. (7)

 10.17

 Registration Rights Agreement – dated February 19, 2021 among the Company and QPRC Finance LLC. (7)

 10.18

 Form of Warrant – dated February 19, 2021 among the Company and QPRC Finance LLC (7)

 10.19

 Restructure Agreement dated February 19, 2021 among the Company, Quest Licensing Corporation, Mariner IC Inc., Semcon IP Inc., IC Kinetics Inc., Quest NetTech Corporation, CXT Systems, Inc., M-Red Inc., Audio Messaging Inc. Intelligent Partners LLC, Andrew Fitton and Michael Carper. (7)

 10.20

 Ex. A to Restructure Agreement - Stock Purchase Agreement dated February 19, 2021 among the Company, Intelligent Partners LLC, Andrew Fitton and Michael Carper. (7)

 10.21

 Ex. B to Restructure Agreement - Option Grant dated February 19, 2021 among the Company and Intelligent Partners LLC. (7)

 10.22

 Ex. C to Restructure Agreement - Amended and Restated Pledge Agreement dated February 19, 2021 among the Company and Intelligent Partners LLC. (7)

 10.23

 Ex. D to Restructure Agreement - Amended and Restated Registration Rights Agreement dated February 19, 2021 among the Company, Intelligent Partners LLC, Andrew Fitton and Michael Carper. (7)

 10.24

 Ex. E to Restructure Agreement - Board Observation Agreement dated February 19, 2021 among the Company and Intelligent Partners LLC. (7)

 10.25

 Ex. F to Restructure Agreement - Amended and Restated MPA-CP dated February 19, 2021 among the Company, Quest Licensing Corporation, Mariner IC Inc., Semcon IP Inc., IC Kinetics Inc., Quest NetTech Corporation and Intelligent Partners LLC. (7)

 10.26

 Ex. G to Restructure Agreement - Amended and Restated MPA-CXT dated February 19, 2021 among CXT Systems, Inc. and Intelligent Partners LLC. (7)

 10.27

 Ex. H to Restructure Agreement - Monetization Proceeds Agreement dated February 19, 2021 among M-RED Inc. and Intelligent Partners LLC. (7)

 10.28

 Ex. I to Restructure Agreement - Monetization Proceeds Agreement dated February 19, 2021 among Audio Messaging Inc. and Intelligent Partners LLC. (7)

 10.29

 Ex. J to Restructure Agreement - Amended and Restated 2015 Patent Proceeds Security Agreement dated February 19, 2021 among the Company, Quest Licensing Corporation, Mariner IC Inc., Semcon IP Inc., IC Kinetics Inc., Quest NetTech Corporation, CXT Systems, Inc., M-Red Inc., Audio Messaging Inc. and Intelligent Partners LLC. (7)

 10.30

 Ex. K to Restructure Agreement - MPA-NA dated February 19, 2021 among the Company and Intelligent Partners LLC. (7)

 10.31

 Ex. L to Restructure Agreement - MPA-NA Security Interest Agreement dated February 19, 2021 among the Company and Intelligent Partners LLC. (7)

 10.32

 Form of Consulting Agreement (8)

 10.33

 Form of Restricted Stock Agreement (8)

 10.34

 Form of Option Agreement (8)

 10.35

 Purchase Agreement dated March 12, 2023 among the Company and QPRC Finance III LLC (9)

 31.1

 Certification of Chief Executive Officer and Acting Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 32.1

 Section 1350 Certification of the Chief Executive Officer and Acting Chief Financial Officer.

 101.INS

 101.SCH

 101.CAL

 Document.

 101.DEF

 Document.

 101.LAB

 101.PRE

 Document.

 Cover Page Interactive Data File (formatted as Inline

 (1)

 Incorporated by reference to the Form 10-K for the year ended December 31, 2012, which was filed by the Company on December 15, 2014.

 (2)

 Filed as an exhibit to the Company's Form 8-K, which was filed with the SEC on October 28, 2015 and incorporated herein by reference.

 (3)

 Filed as an exhibit to the Company's Form 10-K, for the year ended December 31, 2013, which was filed with the SEC on April 10, 2015.

 (4)

 Filed as exhibit to Amendment No. 1 to the Company's registration statement on Form S-1, which was filed with the SEC on February 3, 2016, and incorporated herein by reference.

 (5)

 Filed as an exhibit to the Company's Form 8-K, which was filed with the SEC on January 26, 2016 and incorporated herein by reference.

 (6)

 Incorporated by reference to the Form 10-K for the year ended December 31, 2017, which was filed by the Company on April 2, 2018.

 (7)

 Filed as an exhibit to the Company's Form 8-K, which was filed with the SEC on February 24, 2021 and incorporated herein by reference.

 (8)

 Incorporated by reference to the Form 10-K for the year ended December 31, 2020, which was filed by the Company on April 15, 2021.

 (9)

 Filed as an exhibit to the Company's Form 8-K, which was filed with the SEC on March 16, 2023 and incorporated herein by reference.

 (10)

 Incorporated by reference to the Form 10-K for the year ended December
31, 2022 which was filed on March 31, 2023.

 Certain confidential information
has been deleted from this Exhibit.

 ITEM 16. FORM 10-K SUMMARY

 Not applicable.

 SIGNATURES

 Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 Date: 3/28/2024

 QUEST PATENT RESEARCH CORPORATION

 By:

 /s/ Jon C. Scahill

 Jon C. Scahill

 Chief Executive Officer and

 Acting Chief Financial Officer

 Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and
on the dates indicated. Each person whose signature appears below hereby authorizes Jon C. Scahill as his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all
capacities to sign any and all amendments to this report, and to file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission.

 Signature

 Title

 Date

 /s/ Jon C. Scahill

 Director, Chief Executive Officer, Acting Chief

 3/28/2024

 Jon C. Scahill

 Financial Officer, and President (Principal Executive,

 Financial and Accounting Officer)

 /s/ Timothy J. Scahill

 3/28/2024

 Timothy J. Scahill

 /s/ Dr. William Ryall Carroll

 3/28/2024

 Dr. William Ryall Carroll

 /s/ Ryan T. Logue

 3/28/2024

 Ryan T. Logue

 QUEST PATENT RESEARCH CORPORATION

 DECEMBER
31, 2023

 Index to Consolidated Financial Statements

 Page

 Report of Independent Registered Public Accounting Firm (Rosenberg Rich Baker Berman P.A. – PCAOB ID: 89)

 Consolidated Balance Sheets as of December 31, 2023 and 2022

 Consolidated Statements of Operations for the years ended December 31, 2023 and 2022

 Consolidated Statements of Changes in Stockholders' Deficit for the years ended December 31, 2023 and 2022

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

 Notes to Consolidated Financial Statements

 F- 1

 REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

 To the Board of Directors and

 Stockholders of Quest Patent Research Corporation

 Opinion on the Financial Statements

 We have audited the accompanying consolidated
balance sheets of Quest Patent Research Corporation and its subsidiaries (the "Company") as of December 31, 2023 and 2022,
and the related consolidated statements of operations, changes in stockholders' deficit, and cash flows for the years then ended,
and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated
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 of America.

 Substantial Doubt about the Company's Ability to Continue
as a Going Concern

 The accompanying consolidated financial statements
have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements,
the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability
to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The consolidated financial
statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect
to that matter.

 Basis for Opinion

 These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial
statements based on our audits. 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 audits 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 audits 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 audits 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 audits provide a reasonable basis for our opinion.

 Critical Audit Matters

 The critical audit matters communicated below
are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated
to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and
(2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter
in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit
matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. We determined
that there were no critical audit matters.

 /s/ Rosenberg Rich Baker Berman, P.A.

 We have served as the Company's auditor since 2021.

 Somerset, New Jersey

 March 28, 2024

 F- 2

CONSOLIDATED BALANCE SHEETS

 2023

 2022

 ASSETS

 Current assets

 Cash and cash equivalents

 $
 563,484

 $

 Accounts receivable, net of allowance for credit losses of $ 0 and $ 0, respectively

 3,008,250

 —

 Other current assets

 28,121

 5,321

 Total current assets

 3,599,855

 95,922

 Patents, net of accumulated amortization of $ 2,412,397 and $ 1,625,846, respectively

 3,674,603

 1,131,154

 Total assets

 $
 7,274,458

 $
 1,227,076

 LIABILITIES AND STOCKHOLDERS' DEFICIT

 Current liabilities

 Accounts payable and accrued liabilities

 296,536

 148,533

 Loans payable

 138,000

 138,000

 Funding liability

 7,325,502

 5,453,204

 Loan payable - related party

 2,796,500

 2,796,500

 Warrant liability

 281,809

 145,428

 Accrued interest

 1,096,985

 904,573

 Total current liabilities

 11,935,332

 9,586,238

 Non-current liabilities

 Loan payable – SBA

 150,000

 150,000

 Purchase price of patents

 53,665

 53,665

 Total liabilities

 12,138,997

 9,789,903

 Commitments and contingencies (Note 10)

 Stockholders' deficit:

 Preferred stock, par value $ 0.00003 per share - authorized 10,000,000 shares - no shares issued and outstanding

 —

 —

 Common stock, par value $ 0.00003 per share; authorized 30,000,000 at December 31, 2023 and 2022; 5,331,973 shares issued and outstanding at December 31, 2023 and December 31, 2022

 Additional paid-in capital

 17,674,985

 17,626,279

 Accumulated deficit

 ( 22,539,912
)

 ( 26,189,494
)

 Total Quest Patent Research Corporation stockholders' deficit

 ( 4,864,767
)

 ( 8,563,055
)

 Non-controlling interest in subsidiary

 Total stockholders' deficit

 ( 4,864,539
)

 ( 8,562,827
)

 Total liabilities and stockholders' deficit

 $
 7,274,458

 $
 1,227,076

 See the accompanying notes to the consolidated financial statements.

 F- 3

 CONDENSED CONSOLIDATED
STATEMENTS OF OPERATIONS

 Year Ended December 31,

 2023

 2022

 Revenues

 Patent licensing fees

 $
 13,152,500

 $
 451,194

 Cost of revenue

 Litigation and licensing expenses

 5,534,596

 303,671

 Gross margin

 7,617,904

 147,523

 Operating expenses

 Selling, general and administrative expenses

 2,740,554

 1,979,718

 Total operating expenses

 2,740,554

 1,979,718

 Income (loss) from operations

 4,877,350

 ( 1,832,195
)

 Other income (expense)

 Change in fair market value of warrant liability

 ( 136,381
)

 1,490,759

 Interest expense

 ( 1,061,387
)

 ( 413,333
)

 Total other income (expense)

 ( 1,197,768
)

 1,077,426

 Income (loss) before income tax

 3,679,582

 ( 754,769
)

 Income tax benefit (expense)

 ( 30,000
)

 1,253

 Net income (loss)

 $

 $
 ( 753,516
)

 Income (loss) per share - basic and diluted

 $
 0.68

 $
 ( 0.14
)

 Weighted average shares outstanding - basic and diluted

 5,331,973

 5,331,973

 See the accompanying notes to the consolidated financial statements.

 F- 4

 CONSOLIDATED
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

 Common Stock

 Additional
 Paid-In

 Accumulated

 Non-controlling

Interest in

 Total
 Stockholders'

 Shares

 Amount

 Capital

 Deficit

 Subsidiaries

 Deficit

 Balances as of December 31, 2021

 5,333,347

 $

 $
 17,508,867

 $
 ( 25,435,978
)

 $

 $
 ( 7,926,723
)

 Stock-based compensation

 —

 —

 117,412

 —

 —

 117,412

 Effect of reverse split

 ( 1,374
)

 —

 —

 —

 —

 —

 Net loss

 —

 —

 —

 ( 753,516
)

 —

 ( 753,516
)

 Balances as of December 31, 2022

 5,331,973

 17,626,279

 ( 26,189,494
)

 ( 8,562,827
)

 Stock-based compensation

 —

 —

 48,706

 —

 —

 48,706

 Net income

 —

 —

 —

 —

 Balances as of December 31, 2023

 5,331,973

 $

 $
 17,674,985

 $
 ( 22,539,912
)

 $

 $
 ( 4,864,539
)

 See the accompanying notes to the consolidated financial statements.

 F- 5

CONSOLIDATED
STATEMENTS OF CASH FLOWS

 Year Ended December 31,

 2023

 2022

 Cash flows from operating activities:

 Net income (loss)

 $

 $
 ( 753,516
)

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

 Change in fair market value of warrant liability

 136,381

 ( 1,490,759
)

 Stock-based compensation

 48,706

 117,412

 Amortization of intangible assets

 786,552

 910,326

 Change in operating assets and liabilities:

 Accounts receivable

 ( 3,008,250
)

 —

 Accrued interest

 192,415

 412,602

 Other current assets

 ( 22,800
)

 6,984

 Accounts payable and accrued liabilities

 147,999

 19,108

 Patents loan payable

 —

 ( 136,335
)

 Net cash provided by (used in) operating activities

 1,930,585

 ( 914,178
)

 Cash flows from investing activities:

 Purchase of intangible assets

 ( 3,330,000
)

 ( 1,502,000
)

 Net cash used in investing activities

 ( 3,330,000
)

 ( 1,502,000
)

 Cash flows from financing activities:

 Payments on loans - related party

 —

 ( 8,500
)

 Proceeds from funding liability

 6,000,000

 2,303,000

 Payment of funding liability

 ( 4,127,702
)

 ( 52,561
)

 Net cash provided by financing activities

 1,872,298

 2,241,939

 Net increase (decrease) in cash and cash equivalents

 472,883

 ( 174,239
)

 Cash and cash equivalents at beginning of period

 264,840

 Cash and cash equivalents at end of period

 $
 563,484

 $

 Non-cash investing and financing activities:

 Interest added to principal

 $
 5,625

 $
 4,895

 Supplemental disclosure of cash flow information:

 Cash paid during the period for:

 Income taxes

 $

 $
 ( 1,253
)

 Interest

 $
 969,930

 $
 —

 See the accompanying notes to the consolidated financial statements.

 F- 6

NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS

 1. DESCRIPTION OF BUSINESS

 The Company is a Delaware corporation, incorporated
on July 17, 1987 and has been engaged in the intellectual property monetization business since 2008.

 As used herein, "we", "us",
"our", the "Company" refer to Quest Patent Research Corporation and its wholly and majority-owned and controlled
operating subsidiaries unless the context indicates otherwise. All intellectual property acquisition, development, licensing and enforcement
activities are conducted by the Company's wholly and majority-owned and controlled operating subsidiaries.

 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Principles of Consolidation and Financial
Statement Presentation

 The consolidated financial statements are prepared
in accordance with U.S. generally accepted accounting principles ("US GAAP") and present the consolidated financial statements
of the Company and its wholly owned and majority owned subsidiaries as of December 31, 2023 and 2022.

 The consolidated financial statements include
the accounts and operations of:

 Quest Patent Research Corporation
("The Company")
 Digital IP Advisors Inc.
("DIPA") (wholly owned) (formerly Quest Licensing Corporation (NY))
 Quest Licensing Corporation
(DE) ("QLC") (wholly owned)
 Quest Packaging Solutions
Corporation ( 90 % owned)
 Quest Nettech Corporation
("NetTech") ( 65 % owned)
 Semcon IP, Inc. ("Semcon")
 Mariner IC, Inc. ("Mariner")
 IC Kinetics, Inc. ("IC")
 CXT Systems, Inc. ("CXT")
 Photonic Imaging Solutions
Inc. ("PIS") (wholly owned)
 M-Red Inc. ("M-Red")
 Audio Messaging Inc. ("AMI")
 Peregrin Licensing LLC ("PLL")
 Taasera Licensing LLC ("TLL")
 Soundstreak Texas LLC ("STX")
 Multimodal Media LLC ("MML")
 LS Cloud Storage Technologies,
LLC ("LSC") (wholly owned)
 Tyche Licensing LLC ("Tyche")
 Deepwell IP LLC ("DIP")
 EDI Licensing LLC ("EDI")
 Koyo Licensing LLC ("Koyo")
 Harbor Island Dynamic LLC
("HID") (wholly owned)
 Flash Uplink LLC ("FUL")

 Significant intercompany transactions and balances
have been eliminated in consolidation.

 The non-controlling interests are presented in
the audited consolidated balance sheets, separately from equity attributable to the shareholders of the Company. During the years ended
December 31, 2023 and 2022, none of the Company's net income or loss was attributable to non-controlling interests.

 Reverse Split, Change in Authorized Common
Stock

 On July 27, 2022, the Company amended its amended
and restated certificate of incorporation. The amendment (i) decreased the number of authorized shares of common stock from 10,000,000,000
shares to 30,000,000 shares and (ii) effected a one-for-100 reverse split whereby each share of common stock, par value $ 0.00003 per
share, became and was converted into 0.01 share of such common stock, with fractional shares being rounded up to the next higher whole
number of shares. All authorized share and share information in these financial statements retroactively reflect the reverse split and
change in authorized common stock.

 F- 7

 Use of Estimates

 In preparing financial statements in conformity
with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions
that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the
financial statements and revenue and expenses during the reporting period. Actual results could differ from those estimates.

 Cash and Cash Equivalents

 The Company considers all highly liquid investments with original
maturity dates of three months or less when purchased, to be cash equivalents. The Company had no cash equivalents as of December 31,
2023 and 2022.

 Accounts Receivable

 Accounts receivable, which generally relate to
licensed sales, are presented on the balance sheet net of estimated uncollectible amounts. The Company records an allowance for estimated
uncollectible accounts in an amount approximating anticipated losses. Individual uncollectible accounts are written off against the allowance
when collection of the individual accounts appears doubtful. The Company did not record an allowance for credit losses at December 31,
2023 and 2022.

 The accounts receivable balance at December 31,
2023 of approximately $ 3,008,000 represents amounts due and payable in connection with the settlement of patent infringement lawsuits.
The amounts were fully guaranteed by the licensee pursuant to the license agreement. The full balance was collected in February 2024.

 Intangible Assets

 Intangible assets consist of patents which are amortized using the
straight-line method over their estimated useful lives or statutory lives whichever is shorter and are reviewed for impairment upon any
triggering event that may give rise to the assets ultimate recoverability as prescribed under the guidance related to impairment of long-lived
assets. Costs incurred to acquire patents, including legal costs, are also capitalized as long-lived assets and amortized on a straight-line
basis with the associated patent.

 Patents include the cost of patents or patent
rights (collectively "patents") acquired from third-parties or acquired in connection with business combinations. Patent
acquisition costs are allocated equally across the patents in force at the time of acquisition. Patent acquisition costs are amortized
utilizing the straight-line method over their remaining economic useful lives, ranging from one to ten years. Certain patent application
and prosecution costs incurred to secure additional patent claims that, based on management's estimates, are deemed to be recoverable,
are capitalized and amortized over the remaining estimated economic useful life of the related patent portfolio.

 Impairment of Long-Lived Assets

 Long-lived assets, including intangible assets
with a finite life, are reviewed for impairment in accordance with Accounting Standards Codification ("ASC") 360, "Property,
Plant, and Equipment" whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable
through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such
impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value. In the event
that management decides to no longer allocate resources to a patent portfolio, an impairment loss equal to the remaining carrying value
of the asset is recorded.

 There were no impairments of long-lived assets
for the year ended December 31, 2023 and 2022.

 Warrant Liability

 The Company reflects a warrant liability with
respect to warrants for which the number of shares underlying the warrants is not fixed until the date of the initial exercise. The amount
of the liability is determined at the end of each fiscal period and the period-to-period change in the amount of warrant liability is
reflected as a gain or loss in warrant liability and is included under other income (expense) in the accompanying consolidated statements
of operations.

 F- 8

 Fair Value of Financial Instruments

 Fair value is defined as the exchange price that
would be received for 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. A fair value hierarchy is used which requires
an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. See Note 5
for information about our warrant liability.

 The fair value hierarchy based on the three levels
of inputs that may be used to measure fair value are as follows:

 Level 1 – Quoted
prices in active markets for identical assets or liabilities.

 Level 2 – Observable inputs
other than Level 1 prices, such as quoted prices for similar assets or liabilities; or other inputs that are observable or can be corroborated
by observable market data for substantially the full term of the assets or liabilities.

 Level 3 – Unobservable
inputs that are supported by little or no market activity and that are financial instruments whose values are determined using pricing
models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires
significant judgment or estimation.

 The carrying value reflected in the consolidated
balance sheets for cash and cash equivalents, accounts receivable, accounts payable and accrued expenses and short-term borrowings approximate
fair value due to the short-term nature of these items. The carrying value of long-term debt approximates fair value since the related
rates of interest approximate current market rates. The fair value of warrant liabilities are classified as Level 3 in the fair value
hierarchy.

 Commitments and Contingencies

 In connection with the investment in certain
patents and patent rights, certain of the Company's operating subsidiaries may execute related agreements which grant to the inventors
and/or former owners of the respective patents or patent rights, the right to receive a percentage of future net revenues (as defined
in the respective agreements) generated as a result of licensing and otherwise enforcing the respective patents or patent portfolios.

retain the services of law firms that specialize in patent licensing and enforcement and patent law in connection with their licensing
and enforcement activities. These law firms may be retained on a contingent fee basis whereby such law firms are paid a percentage of
any negotiated fees, settlements or judgments awarded.

engage with funding sources that provide financing for patent licensing and enforcement. These litigation finance firms may be engaged
on a non-recourse basis whereby such litigation finance firms are paid a percentage of any negotiated fees, settlements or judgments
awarded in exchange for providing funding for legal fees and out of pocket expenses incurred as a result of the licensing and enforcement
activities.

 The economic terms of the inventor agreements,
operating agreements, contingent legal fee arrangements and litigation financing agreements associated with the patent portfolios owned
or controlled by the Company's operating subsidiaries, if any, including royalty rates, contingent fee rates and other terms, vary
across the patent portfolios owned or controlled by such operating subsidiaries and are included in cost of revenues as litigation and
licensing expenses. Inventor/former owner royalties, payments to non-controlling interests, contingent legal fees expenses and litigation
finance expenses fluctuate period to period, based on the amount of revenues recognized each period, the terms and conditions of revenue
agreements executed each period and the mix of specific patent portfolios with varying economic terms and obligations generating revenues
each period. Inventor/former owner royalties, contingent legal fees expenses and litigation finance expenses will continue to fluctuate
and may continue to vary significantly period to period, based primarily on these factors.

 Revenue Recognition

 Patent Licensing Fees

 The Company recognizes revenue in accordance
with ASC Topic 606, "Revenue from Contracts with Customers". Revenue is recognized when control of the promised goods or
services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled to in exchange
for those goods or services. Under Topic 606, revenue is recognized when there is a contract which has commercial substance which is
approved by both parties and identifies the rights of the parties and the payment terms.

 F- 9

 For the periods presented, revenue contracts
executed by the Company primarily provided for the payment of contractually determined, one-time, paid-up license fees in consideration
for the grant of certain intellectual property rights for patented technologies owned or controlled by the Company's operating
subsidiaries as part of the settlement of litigation commenced by the Company's subsidiaries. Intellectual property rights granted
included the following, as applicable: (i) the grant of a non-exclusive, retroactive and future license to manufacture and/or sell products
covered by patented technologies, (ii) a covenant-not-to-sue, (iii) the release of the licensee from certain claims, and (iv) the dismissal
of any pending litigation. The intellectual property rights granted were perpetual in nature, extending until the legal expiration date
of the related patents. The individual intellectual property rights are not accounted for as separate performance obligations, as (a)
the nature of the promise, within the context of the contract, is to transfer combined items to which the promised intellectual property
rights are inputs and (b) the Company's promise to transfer each individual intellectual property right described above to the
customer is not separately identifiable from other promises to transfer intellectual property rights in the contract.

 Since the promised intellectual property rights
are not individually distinct, the Company combined each individual IP right in the contract into a bundle of IP rights that is distinct,
and accounted for all of the intellectual property rights promised in the contract as a single performance obligation. The intellectual
property rights granted were "functional IP rights" that have significant standalone functionality. The Company's subsequent
activities do not substantively change that functionality and do not significantly affect the utility of the IP to which the licensee
has rights. The Company's subsidiaries have no further obligation with respect to the grant of intellectual property rights, including
no express or implied obligation to maintain or upgrade the technology, or provide future support or services. The contracts provide
for the grant (i.e., transfer of control) of the licenses, covenants-not-to-sue, releases, and other significant deliverables upon execution
of the contract. Licensees legally obtain control of the intellectual property rights upon execution of the contract. As such, the earnings
process is complete and revenue is recognized upon the execution of the contract, when collectability is probable and all other revenue
recognition criteria have been met. Revenue contracts generally provide for payment of contractual amounts within 30 to 90 days of execution
of the contract. Contractual payments made by licensees are generally non-refundable. The Company does not have any significant payment
terms, as payment is received shortly after goods are delivered or services are provided, therefore there is no significant financing
component or consideration payable to the customer in these transactions.

 The Company's revenue for the year ended December 31, 2023 was
generated from licenses pursuant to the settlement of patent infringement lawsuits in the Tyche, STX, MML and TLL portfolios. Revenue
for the year ended December 31, 2022 was generated from licenses pursuant to the settlement of patent infringement lawsuits in the M-RED,
AMI and STX portfolios.
 Cost of Revenues

 Cost of revenues mainly includes expenses incurred
in connection with our patent enforcement activities, such as legal fees, consulting costs, patent maintenance, royalty fees for acquired
patents and other related expenses. Cost of revenue does not include expenses related to product development, patent amortization, integration
or support, as these are included in general and administrative expenses.

 Inventor Royalties, Litigation Funding Fees
and Contingent Legal Expenses.

 In connection with the investment in or acquisition
of certain patents and patent rights, certain of the Company's operating subsidiaries may grant the inventors and/or former owners
of the respective patents or patent rights the right to receive a percentage of future net revenues (as defined in the respective agreements)
generated as a result of licensing and otherwise enforcing the respective patents or patent portfolios.

retain the services of law firms that specialize in patent licensing and enforcement and patent law in connection with their licensing
and enforcement activities. These law firms may be retained on a contingent fee basis whereby such law firms are paid a percentage of
any negotiated fees, settlements or judgments awarded.

engage with funding sources that specialize in providing financing for patent licensing and enforcement. These litigation finance firms
may be engaged on a non-recourse basis whereby such litigation finance firms are paid a percentage of any negotiated fees, settlements
or judgments awarded in exchange for providing funding for legal fees and out of pocket expenses incurred as a result of the licensing
and enforcement activities.

 F- 10

 The economic terms of the inventor agreements,
operating agreements, contingent legal fee arrangements and litigation financing agreements associated with the patent portfolios owned
or controlled by the Company's operating subsidiaries, if any, including royalty rates, contingent fee rates and other terms, vary
across the patent portfolios owned or controlled by such operating subsidiaries. Inventor/former owner royalties, payments to non-controlling
interests, contingent legal fees expenses and litigation finance expenses fluctuate period to period, based on the amount of revenues
recognized each period, the terms and conditions of revenue agreements executed each period and the mix of specific patent portfolios
with varying economic terms and obligations generating revenues each period. Inventor/former owner royalties, contingent legal fees expenses
and litigation finance expenses will continue to fluctuate and may continue to vary significantly period to period, based primarily on
these factors.

 Income Taxes

 Deferred income tax assets and liabilities are
recognized for the expected future income tax consequences of events that have been included in the consolidated financial statements
or income tax returns. Deferred income tax assets and liabilities are determined based on differences between the financial statement
and tax bases of assets and liabilities using tax rates in effect for the years in which the differences are expected to reverse.

 In evaluating the ultimate realization of deferred
income tax assets, management considers whether it is more likely than not that the deferred income tax assets will be realized. Management
establishes a valuation allowance if it is more likely than not that all or a portion of the deferred income tax assets will not be utilized.
The ultimate realization of deferred income tax assets is dependent on the generation of future taxable income, which must occur prior
to the expiration of the net operating loss carryforwards.

 The Company also follows the guidance related
to accounting for income tax uncertainties. In accounting for uncertainty in income taxes, the Company recognizes the financial statement
benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following
an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the consolidated financial statements
is the largest benefit that has a greater than 50 % likelihood of being realized upon ultimate settlement with the relevant tax authority.
No liability for unrecognized tax benefits was recorded as of December 31, 2023 and 2022.

 Stock-Based Compensation

 We account for stock-based compensation for employees
and non-employees pursuant to ASC 718, "Compensation — Stock Compensation," which prescribes accounting and reporting
standards for all stock-based payment transactions. Transactions include incurring liabilities, or issuing or offering to issue shares,
options and other equity instruments. Stock-based payments to employees, including grants of employee stock options, are recognized as
compensation expense in the financial statements based on their fair values estimated using a Black-Scholes option pricing model. That
expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the
requisite service period (usually the vesting period).

 Concentration of Credit Risk

 The Company maintains its cash in bank deposit
accounts, which at times, may exceed federally insured limits. The Company has not experienced any such losses in these accounts.

 Net Income (Loss) Per Share

 The Company calculates net income (loss) per
share by dividing income or losses allocated to the Company's stockholders by the weighted average number of shares of common stock
outstanding for the period. Diluted weighted average shares is computed using basic weighted average shares plus any potentially dilutive
securities outstanding during the period using the treasury-stock-type method and the if-converted method, except when their effect is
anti-dilutive. Potentially dilutive securities are out of the money and therefore excluded from the computation of diluted earnings per
share for the year ended December 31, 2023. Because the Company incurred losses for the year ended December 31, 2022, potentially dilutive
securities would be anti-dilutive, and therefore, the diluted net loss per share is the same as the basic net loss per share. The Company's
potentially dilutive securities include 962,463 potential shares of common stock issuable upon exercise of warrants granted to QPRC Finance
LLC ("QFL") in connection with the Purchase Agreement, described in Note 4, 500,000 shares of common stock issuable upon exercise
of stock options granted to Intelligent Partners in connection with the Restructure Agreement described in Note 4 and 600,000 shares
of common stock issuable upon exercise of stock options granted to officers and consultants. See Notes 4, 5 and 6.

 F- 11

 Recent Accounting Pronouncements

 Accounting Pronouncements Recently Adopted

 In June 2016, the FASB issued ASU No. 2016-13,
Financial Instruments: Credit Losses (Topic 326) ("ASU 2016-13"), which requires measurement and recognition of expected losses
for financial assets held. The new standard changes the impairment model for most financial instruments, including trade receivables,
from an incurred loss method to a new forward looking approach, based on expected losses. The estimate of expected credit losses will
require organizations to incorporate considerations of historical information, current conditions, and reasonable and supportable forecasts.
The standards update is effective prospectively for annual and interim periods beginning after December 15, 2022 for private and smaller
reporting companies. The Company adopted ASU 2016-13 on January 1, 2023. The adoption of this standard did not have any impact on these
consolidated financial statements.

 Going Concern

 The Company has an accumulated deficit of approximately
$ 22,540,000 and negative working capital of approximately $ 8,335,000 as of December 31, 2023. Although the Company generated income
in 2023, the Company has a history of losses and can give no assurance that it will generate income in the future. Because of the Company's
history of losses, its working capital deficiency, the uncertainty of future revenue, the Company's obligations to Intelligent
Partners, QF3, and QFL, the Company's low stock price and the absence of an active trading market in its common stock, the ability
of the Company to raise funds in the equity market or from lenders is severely impaired. These conditions, as well as any adverse consequences
which would result from the Company's failure to meet the continued listing requirements of the OTCQB (see Note 10), raise substantial
doubt as to the Company's ability to continue as a going concern. The Company's revenue is generated exclusively from license
fees generated from litigation seeking damages for infringement of the Company's intellectual property rights. Although the Company
may seek to raise funds and to obtain third-party funding for litigation to enforce its intellectual property rights, the availability
of such funds is uncertain. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 3. INTANGIBLE ASSETS

 Intangible assets include patents purchased and
are recorded at their acquisition cost. Intangible assets consisted of the following:

 2023

 2022

 Patents

 $
 6,087,000

 $
 2,757,000

 Disposal

 —

 —

 Subtotal

 6,087,000

 2,757,000

 Less: accumulated amortization

 ( 2,412,397
)

 ( 1,625,846
)

 Net value of intangible assets

 $
 3,674,603

 $
 1,131,154

 Weighted Average Amortization Period (Years)

 5.47

 2.48

 Intangible assets are comprised of patents with
estimated useful lives. The intangible assets at December 31, 2023 represent:

 patents (which were fully amortized at the date of acquisition)
acquired in January 2018 pursuant to an agreement with Intellectual Ventures Assets 62 LLC and Intellectual Ventures Assets 71 LLC "(IV
62/71"), pursuant to which CXT has an obligation to distribute 50 % of net revenues to IV 62/71;

 patents (which were fully amortized at the date of acquisition)
acquired in January 2018 by Photonic Imaging Solutions Inc. ("PIS") from Intellectual Ventures Assets 64 LLC ("IV 64")
pursuant to which PIS is to pay IV 64 (a) 70 % of the first $ 1,500,000 of net revenue, (b) 30 % of the next $ 1,500,000 of net revenue and
(c) 50 % of net revenue in excess of $ 3,000,000;

 F- 12

 patents (which were fully amortized at the date of acquisition)
acquired in May 2020 for a purchase price of $ 95,000 pursuant to an agreement with Texas Technology Ventures 2, LLP ("TTV"),
pursuant to which of the Company retains the first $ 230,000 of net proceeds, as defined in the agreement, after which the company has
an obligation to distribute 50 % of net proceeds to TTV.

 patents (which were fully amortized at the date of acquisition)
acquired in February 2021 pursuant to an agreement with PKT for a purchase price of $ 350,000, pursuant to which $ 350,000 was paid at
closing, and upon the realization of gross proceeds, as defined in the agreement, the Company shall make a subsequent or payments in
the aggregate amount of $ 93,900, representing reimbursement to PKT, as the prosecuting attorney, for legal fees associated with prosecution
of the portfolio, such reimbursement shall be due and payable to PKT from time to time as gross proceeds are realized, if any, and paid
to PKT along with and in proportion to reimbursement to other third parties of costs incurred in realizing gross proceeds. Thereafter,
PKT is entitled to a percentage of gross proceeds realized, if any.

 patents (which were fully depreciated at the date of acquisition)
acquired in May 2021 for a purchase price of $ 250,000.

 patents acquired in October 2021 from AI for a purchase price
of $ 550,000 pursuant to which the Company retains an amount equal to the purchase price plus any fees incurred out of net proceeds, as
defined in the agreement, after which AI is entitled to a percentage of further net proceeds realized, if any; the useful lives of the
patents, at the date of acquisition, was approximately 11 years.

 patents acquired in January 2022 for a purchase price of
$ 1,060,000, the useful lives of the patents, at the date of purchase, was approximately 1 - 2 years.

 patents acquired in July 2022 via assignment from AI for
a purchase price of $ 92,000, the useful lives of the patents, at the date of purchase, was approximately 2 - 4 years.

 patents acquired July 2022 pursuant to an agreement with
Hewlett Packard Enterprise Development LP and Hewlett Packard Enterprise Company for a purchase price of $ 350,000. The useful lives of
the patents, at the date of purchase, was approximately 2 - 9 years.

 patents acquired March 2023 from Tower for a purchase price
of $ 3,300,000 pursuant to which the Company retains an amount equal to the purchase price plus a negotiated return and any fees out of
net proceeds, as defined in the agreement, after which Tower in entitled to a percentage of further net proceeds realized, if any. The
useful lives of the patents, at the date of purchase, was approximately 5 - 15 years.

 patents acquired in August 2023 pursuant to an agreement
with Koji Yoden for a purchase price of $ 30,000. The useful lives of the patents, at the date of purchase, was approximately 9 - 10 years.

 The Company amortizes the costs of intangible
assets over their estimated useful lives on a straight-line basis. Costs incurred to acquire patents, including legal costs, are also
capitalized as long-lived assets and amortized on a straight-line basis with the associated patent.

 The Company assesses intangible assets for any
impairment to the carrying values. As of December 31, 2023, management concluded that there was no impairment to the intangible
assets.

 F- 13

 Amortization expense for patents was approximately
$ 787,000 and $ 910,000 for the years ended December 31, 2023 and 2022, respectively. Amortization expense is included in selling, general
and administration expenses in the accompanying consolidated statement of operations. Future amortization of intangible assets is as
follows:

 Year Ended December 31,

 2024

 $
 636,353

 2025

 540,589

 2026

 500,064

 2027

 464,786

 2028

 397,345

 Thereafter

 1,135,465

 Total

 $
 3,674,603

 4.
 SHORT-TERM DEBT AND LONG-TERM LIABILITIES

 Short-Term Debt

 Loans Payable

 The loans payable represents demand loans made
by former officers and directors, who are third parties and stockholders, whose holdings were insignificant, at December 31, 2023
and 2022, in the amount of $ 138,000. The loans are payable on demand plus accrued interest at 10 % per annum. Accrued interest on these
loans at December 31, 2023 and 2022 was approximately $ 310,000 and $ 296,000, respectively.

 Funding Liabilities

 The following table shows the Company's funding liabilities
to QFL and QF3 at December 31, 2023 and 2022:

 2023

 2022

 Funding liability – QFL

 $
 1,525,502

 $
 5,453,204

 Funding liability – QF3

 5,800,000

 —

 Funding liabilities

 $
 7,325,502

 $
 5,453,204

 Funding Liabilities - QFL

 The QFL funding liabilities at December 31, 2023
and 2022 of $ 1,525,502 and $ 5,453,204, respectively, represent the principal amount of the Company's obligations to QFL pursuant
to a purchase agreement ("Purchase Agreement") dated February 22, 2021 between the Company and QFL, as described below. As
of December 31, 2023, the Company had made total repayments in the amount of approximately $ 4,877,000 since February 22, 2021. Approximately
$ 4,128,000 was repaid during the year ended December 31, 2023. The obligation to QFL has no repayment term since payment is due solely
from a portion of net proceeds generated from the monetization of the Company's intellectual property and has been classified as a current
liability as of December 31, 2023 and 2022. Accrued interest related to this funding liability as of December 31, 2023 and 2022, was
approximately $ 478,000 and $ 600,000, respectively.

 On February 22, 2021, the Company entered into
a series of agreements, all dated February 19, 2021, with QFL, a non-affiliated party, including the Purchase Agreement, a security agreement
(the "Security Agreement"), a subsidiary security agreement (the "Subsidiary Security Agreement"), a subsidiary
guaranty (the "Subsidiary Guaranty"), a warrant issue agreement (the "Warrant Issue Agreement"), a registration
rights agreement (the "Registration Rights Agreement") and a board observation rights agreement (the "Board Observation
Rights Agreement" together with the Security Agreement, the Subsidiary Guaranty, the Subsidiary Security Agreement, Warrant Issuance
Agreement, Registration Rights Agreement and the Purchase Agreement, the "QFL Investment Documents") pursuant to which, at
the closing on February 22, 2021 held contemporaneously with the execution of the agreements:

 (i)
 Pursuant to the Purchase Agreement, QFL agreed to make available
to the Company a financing facility of: (a) up to $ 25,000,000 for the acquisition of mutually agreed patent rights that the Company intends
to monetize, of which $ 2,653,000 has been advanced as of December 31, 2023; (b) up to $ 2,000,000 for operating expenses, of which
the Company has requested and received $ 2,000,000 as of December 31, 2023; and (iii) $ 1,750,000 to fund the cash payment portion
of the restructure of the Company's obligations to Intelligent Partners. In return, the Company transferred to QFL a right to receive
a portion of net proceeds generated from the monetization of those patents.

 F- 14

 (ii)
 The Company used $ 1,750,000 of proceeds from the QFL financing
as the cash payment portion of the restructure of the Company's obligations to Intelligent Partners pursuant to the Restructure
Agreement executed contemporaneously with the closing of the Investment Documents. The payment was made directly from QFL to Intelligent
Partners.

 (iii)
 Pursuant to the Security Agreement, the Company's obligations
under the Purchase Agreement with QFL are secured by: (a) the proceeds (as defined in the Purchase Agreement); (b) the patents (as defined
in the Purchase Agreement); (c) all general intangibles now or hereafter arising from or related to the foregoing (a) and (b); and (d)
proceeds (including, without limitation, cash proceeds and insurance proceeds) and products of the foregoing (a)-(c).

 (iv)
 Pursuant to the Subsidiary Guaranty, eight of the Company's
subsidiaries – (QLC, NetTech, Mariner, Semcon, IC, CXT, M-Red, and AMI, collectively, the "Subsidiary Guarantors")
guaranteed the Company's obligations to QFL under the Purchase Agreement.

 (v)
 Pursuant to the Subsidiary Security Agreement, the Subsidiary
Guarantors granted QFL a security interest in the proceeds from the future monetization of their respective patent portfolios.

 (vi)
 Pursuant to the Warrant Issue Agreement, the Company granted
QFL ten-year warrants to purchase a total of up to 962,463 shares of the Company's common stock, at an exercise price of $ 0.54
per share which may be exercised from the grant date through February 18, 2031 on a cash or cashless basis. Exercisability of the warrant
is limited if, upon exercise, the holder or any of holder's affiliates would beneficially own more than 4.99 % (the "Maximum
Percentage") of the Company's common stock, except that by written notice to the Company, the holder may change the Maximum
Percentage to any other percentage not in excess of 9.99 % provided any such change will not be effective until the 61 st day
following notice to the Company. The warrant also contains certain minimum ownership percentage antidilution rights pursuant to which
the aggregate number of shares of common stock purchasable upon the initial exercise of the warrant shall not be less than 10 % of the
aggregate number of outstanding shares of capital stock of the Company (determined on a fully diluted basis). Because the facility with
QFL has no term, the fair value of the warrants was expensed at the grant date. A portion of any gain from sale of the shares, net of
taxes and costs of exercise, realized prior to the completion of all monetization activities shall be credited against the total return
due to QFL pursuant to the Purchase Agreement. See Notes 5 and 6 for information on the warrant issue and associated liability.

 (vii)
 The Company regained compliance with the OTCQB Eligibility Requirements
on May 7, 2021, at which time the common stock recommenced trading on the OTCQB.

 (viii)
 The Company granted QFL certain registration rights with respect
to the 962,463 shares of common stock issuable upon exercise of the warrant. See Note 5 for information on the warrant issue.

 (ix)
 Pursuant to the Board Observation Rights Agreement, until the
later of the date on which QFL or its affiliates (i) have received the entirety of their Investment Return (as defined in Purchase Agreement),
and (ii) no longer hold any Securities (the "Observation Period"), the Company granted QFL the right, exercisable at any
time during the Observation Period, to appoint a representative to attend meetings (including, without limitation, telephonic or other
electronic meetings) of the Board or any committee thereof, including executive sessions, in an observer capacity.

 On January 27, 2022, the Company acquired, via
assignment from Intellectual Ventures Assets 181 LLC and Intellectual Ventures Assets 174 LLC, all right title and interest to fifteen
United States patents and three foreign patents for a purchase price of $ 1,060,000. The Company requested and received a capital advance
in the amount of the $ 1,060,000 purchase price from QFL. Two of the patents were assigned to Tyche and the balance of the patents were
assigned to DIP.

 In June 2022, MML and AI agreed to amend the
Purchase Agreement to add two additional patent families for an additional $ 92,000. The Company requested and received a capital advance
from QFL in the amount of $ 92,000, which was used to make payment to AI in August 2022 pursuant to the amendment to the Purchase Agreement.

 F- 15

 In July 2022, EDI acquired, via assignment from
Edward D. Ioli Trust, all right title and interest to a portfolio of five United States patents relating to a system and method for controlling
vehicles and for providing assistance to operated vehicles ("EDI Portfolio") for a purchase price consisting of 50 % of the
net proceeds resulting from monetization of the EDI Portfolio.

 In July 2022, the Company entered into a purchase
agreement with Hewlett Packard Enterprise Development LP and Hewlett Packard Enterprise Company for the purchase of eight United States
Patents for a purchase price of $ 350,000. The Company paid $ 35,000 upon execution of the agreement with the balance payable within 30
days. The Company requested and received a capital advance from QFL in the amount of $ 350,000, which was used to make payment of the
balance in August 2022 pursuant to the terms of the purchase agreement.

 The Company requested and received an operating
capital advance in the amount of $ 200,000 and $ 800,000 from QFL pursuant to the Purchase Agreement during the years ended December 31,
2023 and 2022, respectively.

 Funding Liabilities - QF3

 The QF3 funding liabilities at December 31,
2023 of $ 5,800,000 represents the principal amount of the Company's obligations to QF3 pursuant to a purchase agreement ("QF3
Purchase Agreement") dated March 12, 2023 between the Company and QF3, as described below. As of December 31, 2023, the Company
has made no repayments on this funding liability. The obligation to QF3 has no repayment term since the payment is due from net proceeds
generated from the monetization of the Company's intellectual property and has been classified as a current liability as of December 31,
2023. Accrued interest related to this funding liability as of December 31, 2023, was approximately $ 299,000.

 On March 12, 2023, the Company and HID, entered
into a series of agreements, all dated March 12, 2023, with QF3, a non-affiliated party, including a prepaid forward purchase agreement
(the "Purchase Agreement QF3"), a security agreement (the "QF3 Security Agreement"), a patent security agreement
(the "QF3 Patent Security Agreement" together with the QF3 Security Agreement, the QF3 Patent Security Agreement, and the
QF3 Purchase Agreement, the "QF3 Investment Documents") pursuant to which, at the closing held contemporaneously with the
execution of the agreements on March 12, 2023:

 (i)
 Pursuant to the QF3 Purchase Agreement, QF3 agreed to make
available to the Company a financing facility of: (a) up to $ 4,000,000 for operating expenses, of which the Company has requested and
received $ 2,500,000 as of December 31, 2023; (b) $ 3,300,000 to fund the cash payment portion of the purchase of a patent portfolio
from Tower Semiconductor Ltd. ("Tower"); and (c) up to an additional $ 25,000,000 for the acquisition of mutually agreed patent
rights that the Company intends to monetize, of which no amounts have been requested or received as of December 31, 2023. In return,
the Company transferred to QF3 a right to receive a portion of net proceeds generated from the monetization of those patents.

 (ii)
 On March 17, 2023, the Company used $ 3,300,000 of proceeds
from the QF3 financing as the cash payment portion of the purchase of a seven-patent portfolio from Tower (the "HID Portfolio").

 (iii)
 Pursuant to the QF3 Security Agreement and QF3 Patent Security
Agreement, payment of the Company's obligations under the QF3 Purchase Agreement with QF3 are secured by (a) the value of anything received
from the monetization of the intellectual property rights covered by the Security Agreement; (b) the patents (as defined in the Security
Agreement); (c) all general intangibles now or hereafter arising from or related to the foregoing (a) and (b); and (d) proceeds (including,
without limitation, cash proceeds and insurance proceeds) and products of the foregoing (a)-(c).

 In connection with the agreements with QF3, the
Company, HID and the Subsidiary Guarantors entered into an intercreditor agreement with QF3 and Intelligent Partners which sets forth
the priority of QF3 in the collateral under the Investment Documents.

 F- 16

 Loan Payable Related Party

 The loan payable – related party at December 31,
2023 and 2022 represents the current amount of a non-interest bearing total monetization proceeds obligation (the "TMPO")
due to Intelligent Partners, LLC ("Intelligent Partners") of $ 2,796,500 at December 31, 2023 and 2022, pursuant to a restructure
agreement ("Restructure Agreement") dated February 22, 2021 whereby the Company and Intelligent Partners, extinguished the
Company's 10 % Note to Intelligent Partners as transferee of the notes issued to United Wireless Holdings, Inc. ("United Wireless"),
in the amount of $ 4,672,810 pursuant to securities purchase agreement dated October 22, 2015 between the Company and United Wireless.
The notes became due by their terms on September 30, 2020, and the Company did not make any payment on account of principal of and interest
on the notes. Subsequent to September 30, 2020, the Company engaged in negotiations with Intelligent Partners in parallel with the Company's
negotiations with QFL, with a view to restructuring the Company's obligations under the United Wireless agreements, including the
notes, so that the Company no longer had any obligations under the notes or the SPA. These negotiations resulted in the Restructure Agreement,
described below, which provided for the payment to Intelligent Partners of $ 1,750,000 from the proceeds from the Company's agreements
with QFL. As part of the restructure of the Company's agreements with Intelligent Partners, the Company amended the existing MPAs
and granted Intelligent Partners certain rights in the monetization proceeds from any new intellectual property the Company acquires,
as described below. Under these MPAs, Intelligent Partners participates in the monetization proceeds the Company receives with respect
to new patents after QFL has received its negotiated rate of return.

 On or prior to the date of the Restructure Agreement,
Intelligent Partners transferred to Andrew Fitton ("Fitton") and Michael Carper ("Carper") $ 250,000 of the notes
(the "Transferred Note"), thereby reducing the principal amount of the notes held by Intelligent Partners to $ 4,422,810.

 On February 22, 2021, the Company and Intelligent
Partners agreed to extinguish the notes and Transferred Note, and terminate or amend and restate the SPA and Transaction Documents, pursuant
to a series of agreements including: the Restructure Agreement, a Stock Purchase Agreement (the "Stock Purchase Agreement"),
an Option Grant (the "Option Grant"), an Amended and Restated Pledge Agreement (the "Pledge Agreement"), an Amended
and Restated Registration Rights Agreement (the "Registration Rights Agreement"), a Board Observation Agreement (the "Board
Observation Agreement"), a MPA-NA Security Interest Agreement (the "MPA-NA Security Interest Agreement"), an Amended
and Restated Patent Proceeds Security Agreement (the "Patent Proceeds Security Agreement", an Amended and Restated MPA-CP
(the "MPA-CP"), an Amended and Restated MPA-CXT (the "MPA-CXT"), a MPA-MR (the "MPA-MR"), a MPA-AMI
(the "MPA-AMI," and together with the MPA-CP, MPA-CXT and MPA-MR, each a Restructure MPA and together the Restructure MPAs)
and a MPA-NA (the "MPA-NA").

 (i)
 Pursuant to the Restructure Agreement, the Company paid Intelligent
Partners $ 1,750,000 at closing, which the Company received from QFL and which QFL paid directly to Intelligent Partners, and recognized
the TMPO, which shall, from and after the Restructure Date, be reduced on a dollar for dollar basis by (a) payments to Intelligent Partners
pursuant to the Restructure Agreement, the Restructure MPAs and the MPA-NA and (b) any election by the Intelligent Partners to pay the
Exercise Price of the Restructure Option, in whole or part, by means of a reduction in the then outstanding TMPO. The TMPO has been classified
as a current liability as of December 31, 2023.

 (ii)
 Pursuant to the Stock Purchase Agreement, the Company issued
to Fitton and Carper, as holders of the Transferred Note, a total of 462,963 shares of common stock at a purchase price of $ 0.54 per
share, which purchase price was paid by the conversion and in full satisfaction of the Transferred Note (the "Conversion Shares").
See Note 6 for information on the share issue.

 (iii)
 Pursuant to the Option Grant, the Company granted Intelligent
Partners an option to purchase a total of 500,000 shares of common stock, with an exercise price of $ 0.54 per share which vests immediately
and may be exercised through September 30, 2025. See Note 6 for information on the option grant.

 (iv)
 Pursuant to the restructured monetization proceeds agreement,
Intelligent Partners has a right to receive 60 % of the net monetization proceeds from the patents currently owned by the Subsidiary Guarantors.
The agreement has no termination provisions, so Intelligent Partners will be entitled to its percentage interest as long as revenue is
generated from the intellectual property covered by the agreement.

 (v)
 Pursuant to the MPA-NA, until the TMPO has been paid in full,
Intelligent Partners is entitled to receive 10% of the net proceeds realized from new assets acquired by the Company. If, in any calendar
quarter, net proceeds realized exceed $1,000,000, Intelligent Partners' entitlement for that quarter only shall increase to 30%
on the portion of net proceeds in excess of $1,000,000 but less than $3,000,000. If in the same calendar quarter, net proceeds exceed
$3,000,000, Intelligent Partners' entitlement for that quarter only shall increase to 50% on the portion of net proceeds in excess
of $3,000,000. After satisfaction of the TMPO, the MPA-NA and Intelligent Partners' interest in new asset proceeds shall terminate.

 F- 17

 (vi)
 The Company granted Intelligent Partners, Fitton and Carper
certain registration rights with respect to (i) the 500,000 shares currently owned by Fitton and Carper; (ii) the 462,963 Conversion
Shares issued to Fitton and Carper, and (iii) the 500,000 shares of common stock issuable upon exercise of the option. See Note 6.

 (vii)
 Pursuant to the Subsidiary Security Agreement, the Company's
obligations under its agreements with Intelligent Partners, including its obligations under the Restructure Agreement and the Restructure
MPAs are secured by a security interest in the net proceeds realized from the future monetization of the patents currently owned by the
eight subsidiaries named above.

 (viii)
 Pursuant to the MPA-NA-Security Interest Agreement, our obligations
under the MPA-NA are secured by a security interest in net proceeds realized from the future monetization of new patents acquired until
the TMPO is satisfied, provided Intelligent Partners' secured interest shall be limited to its entitlement in Net Proceeds under
the MPA-NA. After satisfaction of the TMPO the security interest in proceeds from new assets shall terminate.

 (ix)
 Pursuant to the Board Observation Rights Agreement, until
the Total Monetization Proceeds Obligation has been satisfied (the "Observation Period"), the Company granted Intelligent
Partners the option and right, exercisable at any time during the Observation Period, to appoint a representative to attend meetings
of the Board or any committee thereof, including executive sessions, in an observer capacity. Intelligent Partners has no right to appoint
a director to the board.

 Events of Default include (i) a Change of Control
of the Company (ii) any uncured default on payment due to Intelligent Partners in an amount totaling in excess of $ 275,000, which is
not the subject of a Dispute or other formal dispute resolution proceeding initiated in good faith pursuant to this Agreement or other
Restructure Documents (iii) the filing of a voluntary petition for relief under the United States Bankruptcy Code by Company or any of
its material subsidiaries, (iv) the filing of an involuntary petition for relief under the United States Bankruptcy Code against the
Company, which is not stayed or dismissed within sixty (60) days of such filing, except for an involuntary petition for relief filed
solely by Intelligent Partners, or any Affiliate or member of Intelligent Partners, or (v) acceleration of an obligation in excess of
$ 1,000,000 to another provider of financing following a final determination by arbitration or other judicial proceeding that such obligation
is due and owing.

 Because of the beneficial ownership percentage
of its principals, Intelligent Partners is treated as a related party.

 Long-Term Liabilities

 Loan Payable – SBA

 The loans payable – SBA balance at December 31,
2023 and 2022 of $ 150,000 represents the total amount due under a secured Economic Injury Disaster Loan from the U.S. Small Business
Association ("SBA") in the aggregate amount of $ 150,000, pursuant to Section 7(b) of the Small Business Act as part of the
COVID-19 relief effort. The Company's obligations on the loan are set forth in the Company's note dated May 14, 2020 which
matures on May 14, 2050 and bears interest at a rate of 3.75 % per annum, payable monthly commencing on November 14, 2022. The Note may
be prepaid by the Company at any time prior to maturity with no prepayment penalties. Funds from the Loan may be used solely as working
capital to alleviate economic injury caused by disaster occurring in the month of January 31, 2020 and continuing thereafter and to pay
Uniform Commercial Code (UCC) lien filing fees and a third-party UCC handling charge of $ 100 which were deducted from the loan amount
stated above. In addition to the loan, as part of the COVID-19 relief effort, the Company obtained an Emergency EIDL Grant from the SBA
in the amount of $ 1,000. The Company is not required to repay the grant.

 Purchase Price of Patents

 The purchase price of patents balance at December 31,
2023 and 2022 of $ 53,665 represents:

 The non-current portion of our obligations under
the unsecured non-recourse funding agreement with a third-party funder entered into in May 2020 whereby the third-party agreed to provide
acquisition funding in the amount of $ 95,000 for the Company's acquisition of the audio messaging portfolio. Under the funding
agreement, the third-party funder is entitled to a priority return of funds advanced from net proceeds, as defined, recovered until the
funder has received $ 53,665. The Company did not make any payments with respect to this obligation in 2023. The Company has no other
obligation to the third-party and has no liability to the funder in the event that the Company does not generate sufficient net proceeds.
Pursuant to ASC 470, the Company recorded this monetization obligation as debt and the difference between the purchase price and total
obligation as a discount to the debt and fully expensed to interest during the period.

 F- 18

 5. WARRANT
LIABILITY

 On February 22, 2021, the Company issued warrants
to purchase 962,463 shares of common stock to QFL (see Note 4) in connection with its funding agreement. If on the date of initial exercise
the aggregate number of warrant shares purchasable upon exercise of the warrant would yield less than an amount equal to 10 % of the aggregate
number of outstanding shares of capital stock of the Company (determined on a fully diluted basis), then the number of warrant shares
shall be increased to an amount equal to 10 % of the aggregate number of outstanding shares of capital stock of the Company (determined
on a fully diluted basis), and therefore the number of shares underlying the warrants is not fixed until the date of the initial exercise.
As such, the warrant issued to QFL requires classification as a liability pursuant to ASC Topic 480, Distinguishing Liabilities from
Equity and is valued at its fair value as of the grant date and re-measured at each balance sheet date with the period-to-period change
in the fair market value of the warrant liability reflected as a gain or loss in warrant liability and included under other income (expense).

 As of December 31, 2023 and 2022, the aggregate
fair value of the outstanding warrant liability was approximately $ 282,000 and $ 145,000, respectively.

 The Company estimated the fair value of the warrant
liability using the Black-Scholes option pricing model using the following key assumptions as of December 31, 2023 and 2022:

 As of

 2023

 2022

 Volatility

 %

 %

 Exercise price

 $
 0.54

 $
 0.54

 Risk-free interest rate

 1.37
 %

 1.37
 %

 Expected dividends

 —

 %

 —

 %

 Expected term

 7.1

 8.1

 The following schedule summarizes the valuation
of financial instruments at fair value in the balance sheets as of December 31, 2023 and 2022:

 Fair Value Measurements as of

 December 31, 2023

 December 31, 2022

 Level 1

 Level 2

 Level 3

 Level 1

 Level 2

 Level 3

 Liabilities

 Warrant liability

 —

 —

 281,809

 —

 —

 145,428

 Total liabilities

 $
 —

 $
 —

 $
 281,809

 $
 —

 $
 —

 $
 145,428

 The following table sets forth a reconciliation
of changes in the fair value of warrant liabilities classified as Level 3 in the fair value hierarchy:

 Fair Value

 Balance at December 31, 2021

 $
 1,636,187

 Gain on subsequent measurement

 ( 1,490,759
)

 Balance at December 31, 2022

 145,428

 Loss on subsequent measurement

 136,381

 Balance at December 31, 2023

 $
 281,809

 See Notes 3 and 5 for information on the warrant
issuance.

 F- 19

 6. STOCKHOLDERS'
EQUITY

 Amendment to Amended and Restated Certificate
of Incorporation

 On July 27, 2022, the Company amended its amended
and restated certificate of incorporation following approval of the amendment by the stockholders at the 2022 annual meeting of stockholders.

 The amendment (i) decreased the number of authorized
shares of common stock from 10,000,000,000 shares to 30,000,000 shares and (ii) effected a one-for-100 reverse split whereby each share
of common stock became and was converted into 0.01 shares of common stock, with fractional shares being rounded up to the next higher
whole number of shares. There was no change in the par value of the common stock.

 All historical share and per share amounts in
these financial statements have been retroactively adjusted to reflect the reverse stock split and change in authorized common stock.

 Amendment to the 2017 Equity Incentive Plan

 On February 19, 2021, the board of directors
amended the 2017 Equity Incentive Plan (the "Plan") increasing the shares the Company can issue under the Plan to 5,000,000
shares of common stock pursuant to non-qualified stock options, restricted stock grants and other equity-based incentives. The amendment
to the Plan and the grants of awards pursuant to the Plan, were effective upon the closing of the agreements with QFL. At December 31,
2023, 1,760,000 shares are available under the plan.

 Issuance of Common Stock and Options

 Issuances to Intelligent Partners

 On February 22, 2021, pursuant to the Restructure
Agreement, Intelligent Partners and its controlling members (Fitton and Carper) agreed to extinguish the notes and Transferred Note,
and terminate or amend and restate the SPA and Transaction Documents and the Company: (i) issued to Fitton and Carper, as holders of
the Transferred Note, pursuant to the Stock Purchase Agreement a total of 462,963 shares of common stock at a purchase price of $ 0.54
per share, which purchase price was paid by the conversion and in full satisfaction of the Company's obligation under the Transferred
Note and is included in the calculation of the repurchase price of the debt; and (ii) granted Intelligent Partners, pursuant to the Option
Grant, an option to purchase a total of 500,000 shares of common stock, with an exercise price of $ 0.54 per share which vested immediately
and may be exercised through September 30, 2025. The Company valued the purchase option at approximately $ 598,000 using the Black-Scholes
pricing model. The Company granted Intelligent Partners, Fitton and Carper certain registration rights with respect to (i) the 500,000
shares currently owned by Fitton and Carper; (ii) the 462,963 Conversion Shares issued to Fitton and Carper, and (iii) the 500,000 shares
of common stock issuable upon exercise of the option. Commencing six months from the closing date, if the shares owned by Fitton, Carper
and Intelligent Partners cannot be sold pursuant to a registration statement and cannot be sold pursuant to Rule 144 without the Company
being in compliance with the current public information requirements of Rule 144, if the Company is not in compliance with the current
public information requirements, the Company is required to pay damages to Intelligent Partners.

 Consulting Agreements

 On February 22, 2021, the Company entered into
advisory service agreement with three consultants pursuant to which they will provide services to the Company in connection with the
development of the Company's business. The agreements have a term of ten years and may be terminated by the Company for cause or
upon the death or disability of the consultants.

 Pursuant to the agreements with two of the consultants,
the compensation payable to each of them consists of a restricted stock grant of 100,000 shares of Common Stock which immediately vests
in full and a ten-year option to purchase a total of 300,000 shares of Common Stock, which become exercisable cumulatively as follows:

 a.
 100,000 shares at an exercise price of $ 1.00 per share becoming exercisable upon the commencement of trading of the Common Stock on the OTCQB. The Company regained such compliance on May 7, 2021, at which time the common stock recommenced trading on the OTCQB.

 b.
 100,000 shares at an exercise price of $ 3.00 per share, becoming exercisable on the first day on which the Company files with the SEC a Form 10-K or Form 10-Q which reports stockholders' equity of at least $ 5,000,000, and

 c.
 100,000 shares at an exercise price of $ 5.00 per share becoming exercisable on the date on which the Common Stock is listed for trading on the Nasdaq Stock Market or the New York Stock Exchange.

 F- 20

 The Company recorded professional fees in the
amount of $ 240,000 as a result the restricted stock grants to these two consultants. The Company determined the fair value of the options
as of the grant date to be approximately $ 720,000 using the Black-Scholes pricing model. The Company determined that the first performance
condition was met and accrued the option expense of approximately $ 240,000 over the period from the grant date to achievement of the
performance condition. The Company did not recognize any option expense for the years ended December 31, 2023 and 2022.

 Pursuant to the agreement with the third consultant,
the compensation payable to the consultant consists of a restricted stock grant of 100,000 shares of Common Stock which immediately vests
in full and a ten-year option to purchase 300,000 shares of Common Stock, which becomes exercisable cumulatively as follows:

 a.
 100,000 shares at an exercise price of $ 1.00 per share became exercisable on February 22, 2022, which was the first anniversary of the date of the agreement;

 b.
 100,000 shares at an exercise price of $ 3.00 per share upon the second anniversary of the agreement; and

 c.
 100,000 shares at an exercise price of $ 5.00 per share upon the third anniversary of the agreement.

 The Company recorded professional fees in the
amount of $ 120,000 as a result the restricted stock grant to the third consultant. The Company determined the fair value of the options
as of the grant date to be approximately $ 360,000 using the Black-Scholes pricing model. The Company recognized option expense of approximately
$ 49,000 and $ 117,000 for the years ended December 31, 2023 and 2022, respectively.

 Compensatory Arrangements of Officers and
Directors

 On February 22, 2021, the board of directors:

 (i)
 Granted restricted stock grants for services rendered and
vesting in full upon grant, to:

 a.
 Jon C. Scahill – 490,000 shares

 b.
 Timothy J. Scahill – 100,000 shares

 c.
 Dr. William R. Carroll - 100,000 shares

 (ii)
 Granted Jon Scahill a ten-year option (the "Option")
to purchase 600,000 shares of Common Stock which become exercisable cumulatively as follows:

 a.
 200,000 shares at an exercise price of $ 1.00 per share becoming
exercisable upon the commencement of trading of the Common Stock on the OTCQB.

 b.
 200,000 shares at an exercise price of $ 3.00 per share, becoming
exercisable on the first day on which the Company files with the SEC a Form 10-K or Form 10-Q which reports stockholders' equity
of at least $ 5,000,000, and

 c.
 200,000 shares at an exercise price of $ 5.00 per share becoming
exercisable on the date on which the Common Stock is listed for trading on the Nasdaq Stock Market or the New York Stock Exchange

 (iii)
 Appointed Ryan T. Logue to the board of directors and granted
Mr. Logue a restricted stock grant of 500,000 shares of common stock which vested upon his acceptance of his appointment as a director.

 The Company recognized compensation expense of
$ 888,000 in conjunction with issuance of common stock to officers and directors during the year ended December 31, 2021. The Company
determined the fair value of the options to be approximately $ 720,000 as of the grant date using the Black-Scholes pricing model. Variables
used in the valuation include (1) discount rate of 1.37 %; (2) term of 10 years; (3) computed volatility of 252 % and (4) zero expected
dividends. The Company did not recognize any option expense for the years ended December 31, 2023 and 2022.

 F- 21

 A summary of the status of the Company's
stock options and changes is set forth below:

 Number of

 Options (#)

 Exercise Price ($)

 Grant Date Fair

Value ($)

 Remaining

 Contractual Life

(Years)

 Balance - December 31, 2021

 2,000,000

 2.39

 1.20

 7.80

 Granted

 —

 —

 —

 —

 Exercised

 —

 —

 —

 —

 Expired

 —

 —

 —

 —

 Cancelled

 —

 —

 —

 —

 Balance - December 31, 2022

 2,000,000

 2.39

 1.20

 6.80

 Granted

 —

 —

 —

 —

 Exercised

 —

 —

 —

 —

 Expired

 —

 —

 —

 —

 Cancelled

 —

 —

 —

 —

 Balance - December 31, 2023

 2,000,000

 2.39

 1.20

 5.80

 Options exercisable at end of period

 1,100,000

 0.97

 1.20

 4.69

 The outstanding options do not have an intrinsic
value as of December 31, 2023 and 2022.

 As of December 31, 2023, there was approximately
$ 947,000 of unrecognized compensation expense related to nonvested stock option awards that is expected to be recognized over a weighted
average expected term of approximately 7.14 years.

 Issuance of Warrants

 A summary of the status of the Company's
warrants and changes is set forth below:

 Number of

 Warrants (#)

 Exercise Price ($)

 Remaining

 Contractual Life

 (Years)

 Balance - December 31, 2021

 962,463

 0.54

 9.14

 Granted

 —

 —

 —

 Exercised

 —

 —

 —

 Expired

 —

 —

 —

 Cancelled

 —

 —

 —

 Balance - December 31, 2022

 962,463

 0.54

 8.15

 Granted

 —

 —

 —

 Exercised

 —

 —

 —

 Expired

 —

 —

 —

 Cancelled

 —

 —

 —

 Balance - December 31, 2023

 962,463

 0.54

 7.14

 The warrants contain certain minimum ownership
percentage antidilution rights pursuant to which the aggregate number of shares of common stock purchasable upon the initial exercise
of the warrant shall not be less than 10 % of the aggregate number of outstanding shares of capital stock of the Company (determined on
a fully diluted basis). The outstanding warrants do not have an intrinsic value as of December 31, 2023 and 2022.

 F- 22

 7. NON-CONTROLLING INTEREST

 The following table reconciles equity attributable
to the non-controlling interest related to Quest Packaging Solutions Corporation.

 2023

 2022

 Balance, beginning of year

 $

 $

 Net loss attributable to non-controlling interest

 —

 —

 Balance, end of year

 $

 $

 8. INCOME TAXES

 The Company uses the liability method, where
deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the
carrying amounts of assets and liabilities for financial and income tax reporting purposes. As of December 31, 2023, the Company
has approximately $ 7,151,711 of net operating loss ("NOL") carry forwards which will begin to expire in 2024. Net operating
loss carryovers may be subject to a limitation on their usage in future periods if the Company experiences a change in ownership as defined
in Internal Revenue Code Section 382.

 In assessing the realizability of deferred tax
assets, Company's management considers whether it is more likely than not that all or a portion of the Company's deferred tax assets
will be realized. The Company's management considers all available evidence, both positive and negative, in making this assessment. Due
to the Company's history of generating losses in recent years, and the lack of objectively verifiable evidence that it will be able to
generate taxable income in future years, the Company's management has determined that a valuation allowance against the Company's deferred
tax assets is necessary. The change in the valuation allowance for the year ended December 31, 2023 is $( 873,118) and is recorded as
a component of income tax expense.

 The Company's deferred tax assets consist of
the following:

 2023

 2022

 Net operating loss carry forward

 $
 1,771,688

 $
 2,713,220

 Intangible assets

 25,712

 162,465

 Stock-Based Compensation

 175,167

 —

 Foreign Tax Credit

 —

 Valuation allowance

 ( 2,002,567
)

 ( 2,875,685
)

 Balance, end of year

 $
 —

 $
 —

 Tax (benefit) expense consisted primarily of
the following:

 2023

 2022

 Federal

 $
 —

 $
 —

 State

 —

 ( 1,253
)

 Foreign

 —

 Deferred

 —

 —

 Total

 $

 $
 ( 1,253
)

 F- 23

 The reconciliation between the effective tax
rate on income before income taxes and the statutory rate for the year ended December 31, 2023 is as follows:

 Tax

 Percentage

 Book income before taxes

 $
 772,712

 21.00
 %

 State taxes, net

 —

 —

 %

 Meals and entertainment

 1,369

 0.04
 %

 Warrant expense

 28,640

 0.78
 %

 Interest expense

 222,891

 6.06
 %

 Change in valuation allowance

 ( 873,118
)

 ( 23.73
)%

 Change in estimate for prior year taxes

 ( 122,495
)

 ( 3.33
)%

 Total

 $

 Effective tax rate

 0.82
 %

 The reconciliation between the effective tax
rate on loss before income taxes and the statutory rate for the year ended December 31, 2022 is as follows:

 Tax

 Percentage

 Book income before taxes

 $
 ( 158,501
)

 21.00
 %

 State taxes, net

 —

 —

 Meals and entertainment

 ( 0.07
)

 Warrant income

 ( 313,059
)

 41.48

 Interest expense

 82,720

 ( 10.96
)

 Change in tax rate

 39,752

 ( 5.27
)

 Change in valuation allowance

 77,946

 ( 10.33
)

 Change in estimate for prior year taxes

 269,329

 ( 35.68
)

 Total

 $
 ( 1,253
)

 Effective tax rate

 0.17
 %

 As of December 31, 2023, the Company's management
believes that it has adequately provided for its tax-related liabilities, and that no liability for unrecognized tax benefits is necessary.
No significant change in the total amount of unrecognized tax benefits is expected within the next twelve months. The Company recognizes
accrued interest and penalties related to unrecognized tax benefits (if any) in tax expenses, as applicable. At December 31, 2023
and 2022, the Company had no accrual for the payment of interest and penalties.

 The statute of limitations for assessment of
income taxes is open for tax years ending December 31, 2020 and later.

 F- 24

 9. RELATED PARTY TRANSACTIONS

 The Company has at various times entered into
transactions with related parties, including officers, directors and major stockholders, wherein these parties have provided services,
advanced or loaned money, or both, to the Company which was needed to support its daily operations. The Company discloses all related
party transactions.

 See Notes 4 and 6 in connection with the Restructure
Agreement dated February 22, 2021 with Intelligent Partners. Because of its ownership percentage, Intelligent Partners is treated as
a related party.

 See Note 6 with respect to share-based compensation
to officers and directors.

 See Note 10 with respect to the employment agreement
with the Company's president and chief executive officer.

 During the year ended December 31, 2022, the
Company contracted with an entity owned by the chief technology officer for the provision of information technology services to the Company.
In June 2022 the chief technology officer sold his interest in the entity. The cost of such services was approximately $ 0 and $ 205 for
the years ended December 31, 2023 and 2022, respectively.

 During 2023, the Company contracted with a law firm more than 10 percent
owned by the chief executive officer. The firm is engaged as counsel in connection with general corporate matters, diligence and maintenance
of the Company's patent portfolio. In connection with the engagement, the Company recorded patent service costs of approximately
$ 50,000 and $ 0 for the years ended December 31, 2023 and 2022, respectively, and these were recorded as part of sales, general and administrative
expenses, per the Consolidated Statements of Operations.

 During the years ended December 31, 2023 and 2022, the Company
contracted with a law firm more than 10 percent owned, but not controlled, by the father-in-law of the chief executive officer. The firm
is engaged on a contingent fee basis and serves as escrow agent in connection with monetization of the Company's patents in matters
where the firm is serving as counsel to the Company. For the years ended December 31, 2023 and 2022, the cost of these services was approximately
$ 5,316,000 and $ 85,000, respectively, and these were recorded as part of litigation and licensing expenses, per the Consolidated Statements
of Operations. Since the services are on a contingent fee basis, no fees are incurred unless there is a recovery.

 10. COMMITMENTS
AND CONTINGENCIES

 Employment Agreements

 Pursuant to a restated employment agreement,
dated November 30, 2014, with the Company's president and chief executive officer, the Company agreed to employ him as president
and chief executive officer for a term of three years, commencing January 1, 2014, and continuing on a year-to-year basis unless terminated
by either party on not less than 90 days' notice prior to the expiration of the initial term or any one-year extension. The agreement
provides for an initial annual salary of $ 252,000, which may be increased, but not decreased, by the board or the compensation committee,
which was increased in 2016 to $ 300,000 and to $ 600,000, effective January 1, 2023. The chief executive officer is entitled to a bonus
if the Company meets or exceeds performance criteria established by the compensation committee. In August 2016, the Company's board
of directors approved annual bonus compensation equal to 30 % of the amount by which the Company's consolidated income before income
taxes exceeds $ 500,000, but, if the Company is subject to the limitation on deductibility of executive compensation pursuant to Section
162(m) of the Internal Revenue Code, the bonus cannot exceed the amount which would be deductible pursuant to Section 162(m). The chief
executive's bonus for 2023 was approximately $ 334,000. The chief executive officer is also eligible to participate in any executive incentive
plans which the Company may adopt.

 SEP IRA Plan

 Pursuant to the SEP IRA plan adopted by the Company
in March 2020, the Company deposited into a SEP IRA account of each of its participating employees a percentage of the employee's
compensation, subject to statutory limitations on the amount of the contribution all as set forth in the IRS Form 5305-SEP. For the years
ending December 31, 2023 and 2022, the percentage was set at 11 % and 20 %, respectively. The Company's chief executive officer
and chief technology officer are the only participants and during the years ended December 31, 2023 and 2022, $ 66,000 and $ 61,000
was deposited into the chief executive officer's SEP IRA account, respectively and $ 6,600 and $ 0 was deposited into the chief technology
officer's SEP IRA account, respectively.

 F- 25

 Inventor Royalties, Contingent Litigation
Funding Fees and Contingent Legal Expenses

 In connection with the investment in certain
patents and patent rights, certain of the Company's operating subsidiaries executed agreements which grant to the former owners
of the respective patents or patent rights, the right to receive inventor royalties based on future net revenues (as defined in the respective
agreements) generated as a result of licensing and otherwise enforcing the respective patents or patent portfolios.

engage third-party funding sources to provide funding for patent licensing and enforcement. The agreements with the third-party funding
sources may provide that the funding source receive a portion of any negotiated fees, settlements or judgments. In certain instances,
these third-party funding sources are entitled to receive a significant percentage of any proceeds realized until the third-party funder
has recouped agreed upon amounts based on formulas set forth in the underlying funding agreement, which may reduce or delay and proceeds
due to the Company.

retain the services of law firms in connection with their licensing and enforcement activities. These law firms may be retained on a
contingent fee basis whereby the law firms are paid on a scaled percentage of any negotiated fees, settlements or judgments awarded based
on how and when the fees, settlements or judgments are obtained.

 Depending on the amount of any recovery, it is
possible that all the proceeds from a specific settlement may be paid to the funding source and legal counsel.

 The economic terms of the inventor agreements,
funding agreements and contingent legal fee arrangements associated with the patent portfolios owned or controlled by the Company's
operating subsidiaries, if any, including royalty rates, proceeds sharing rates, contingent fee rates and other terms, vary across the
patent portfolios owned or controlled by the operating subsidiaries. Inventor royalties, payments to noncontrolling interests, payments
to third-party funding providers and contingent legal fees expenses fluctuate period to period, based on the amount of revenues recognized
each period, the terms and conditions of revenue agreements executed each period and the mix of specific patent portfolios with varying
economic terms and obligations generating revenues each period. Inventor royalties, payments to third-party funding sources and contingent
legal fees expenses will continue to fluctuate and may continue to vary significantly period to period, based primarily on these factors.

 Patent Enforcement and Other Litigation

 Certain of the Company's operating subsidiaries
are engaged in litigation to enforce their patents and patent rights. In connection with these patent enforcement actions, it is possible
that a defendant may request and/or a court may rule that an operating subsidiary has violated statutory authority, regulatory authority,
federal rules, local court rules, or governing standards relating to the substantive or procedural aspects of such enforcement actions.
In such event, a court may issue monetary sanctions against the Company or its operating subsidiaries or award attorney's fees
and/or expenses to a defendant(s), which could be material, and if required to be paid by the Company or its operating subsidiaries,
could materially impair the Company's operating results and financial position and could result in a default under the Company's
obligations to QFL and QF3. Since the operating subsidiaries do not have any assets other than the patents, and the Company does not
have any available financial resources to pay any judgment which a defendant may obtain against a subsidiary, such a judgment may result
in the bankruptcy of the subsidiary and/or the loss of the patents, which are the subsidiaries' only assets.

 Effects of possible delisting of common stock
on OTCQB

 On May 23, 2022, the Company received notice
from OTC Markets Group, that, because the bid price for its common stock had closed below $ 0.01 per share for more than 30 consecutive
days, the Company no longer meets the Standards for Continued Eligibility under the OTC listing standards and, if this deficiency is
not met by August 21, 2022, the Company's common stock will be removed from the OTCQB marketplace, in which event the common stock will
be traded on the OTC Pink market. Our registration rights agreement with QFL provides that, in the event of a failure to comply with
certain covenants, which includes the failure of our common stock to be traded on the OTCQB, in addition to any other remedies available
to QFL, we are to pay to QFL an amount in cash equal to 2.0 % of the aggregate value of QFL's Registrable Securities, as defined
in the Registration Rights Agreement, whether or not included in such registration statement, on each of the following dates: (i) the
initial day of a maintenance failure; (ii) on the 30th day after the date of such a failure and (iii) every 30th day thereafter (prorated
for periods totaling less than thirty (30) days) until such failure is cured. In July 2022 the Company amended its Certificate of Incorporation
to effect a one-for-100 reverse split of its common stock (see Note 6). The OTC Markets Group confirmed to the Company that the deficiency
has been cured. The Company cannot assure it will continue to meet the requirements for continued listing on the OTCQB, including the
maintenance of a bid price of at least $ 0.01 per share.

 No

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