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Item 1. Financial Statements

2022-08-15 compared with 2022-05-16 · 866 added, 603 removed, 185 unchanged (89% of the section changed)

Financial Statements

PATENT RESEARCH CORPORATION AND SUBSIDIARIES

QUEST PATENT RESEARCH CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

Current assets

Accounts receivable

Cash and cash equivalents

Other current assets

19 unchanged sentences

Common stock, par value $ 0.00003 per share;

authorized 10,000,000,000 shares at March 31, 2022 and December 31, 2021;

shares issued and outstanding 533,334,630 at March 31, 2022 and December 31, 2021

authorized 30,000,000 at June 30, 2022 and December 31, 2021;

shares issued and outstanding 5,333,347 at June 30, 2022 and December 31, 2021

Additional paid-in capital

2 unchanged sentences

( 25,435,978 )

Total Quest Patent Research Corporation deficit

Total Quest Patent Research Corporation stockholders’ deficit

( 8,242,527 )

5 unchanged sentences

Total liabilities and stockholders’ deficit

accompanying notes to unaudited condensed consolidated financial statements.

PATENT RESEARCH CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended

See the accompanying notes to the unaudited condensed

consolidated financial statements.

QUEST PATENT RESEARCH CORPORATION AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS

OF OPERATIONS

For the Three Months

Ended June 30,

For the Six Months

Ended June 30,

Patent licensing fees

Operating expenses

Cost of revenue

Litigation and licensing expenses

Operating expenses

Selling, general and administrative expenses

2 unchanged sentences

( 1,053,269 )

( 3,183,196 )

Other income (expense)

9 unchanged sentences

( 5,847,620 )

Income tax expense

$ ( 219,943 )

$ ( 692,634 )

Net loss per share – basic and diluted

$ ( 382,583 )

$ ( 5,849,426 )

Loss per share - basic and diluted

Weighted average shares outstanding – basic and diluted

accompanying notes to unaudited condensed consolidated financial statements.

PATENT RESEARCH CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

See the accompanying notes to the unaudited condensed

consolidated financial statements.

QUEST PATENT RESEARCH CORPORATION AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS

OF CHANGES IN STOCKHOLDERS’ DEFICIT

Non-controlling

Stockholders’

Balances as of December 31, 2020

Balance at January 1, 2021

$ ( 21,281,179 )

3 unchanged sentences

Option issued for debt extinguishment

Stock based compensation

Options granted for compensation

( 5,156,792 )

Balances as of March 31, 2021

Balance at March 31, 2021

( 26,437,971 )

( 9,334,441 )

Option granted for compensation

Balance at June 30, 2021

$ ( 27,130,605 )

$ ( 9,732,245 )

Non-controlling

Stockholders’

Balances as of December 31, 2021

Balance at January 1, 2022

$ ( 25,435,978 )

1 unchanged sentence

Stock-based compensation

Balances as of March 31, 2022

Balance at March 31, 2022

( 25,598,618 )

( 8,047,284 )

accompanying notes to unaudited condensed consolidated financial statements.

PATENT RESEARCH CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended

Stock-based compensation

Balance at June 30, 2022

$ ( 25,818,561 )

$ ( 8,242,299 )

See the accompanying notes to the unaudited condensed consolidated

financial statements.

QUEST PATENT RESEARCH CORPORATION AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Six Months

Ended June 30,

Cash flows from operating activities:

1 unchanged sentence

$ ( 5,849,426 )

Adjustments to reconcile net loss to net cash used in operating activities:

Adjustments to reconcile net loss to cash used in operating activities:

Amortization of debt discount

3 unchanged sentences

Gain on forgiveness of SBA loan

Gain on forgiveness of debt

Amortization of intangible assets

1 unchanged sentence

Loss on debt extinguishment

Changes in operating assets and liabilities:

Change in operating assets and liabilities:

Accounts receivable

Accrued interest

Accrued interest - funding liability

Accrued interest - loans payable

Other current assets

Accounts payable and accrued expenses

Net cash used by operating activities

Cash used from investing activities:

Net cash used in operating activities

Cash flows from investing activities:

Purchase of patents

2 unchanged sentences

( 1,060,000 )

Cash used from financing activities:

Payment on loans – related party

Cash flows from financing activities:

Payments on loans - related party

( 1,750,000 )

Proceeds from third party loan

Repayment of purchase price of patents

Loan payable - third party

Proceeds from funding liability

Payment of funding liability

Payment of purchase price of patents

Net cash provided by financing activities

Net decrease in cash and cash equivalents

Net (decrease)/increase in cash and cash equivalents

Cash and cash equivalents at beginning of period

Cash and cash equivalents at end of period

Supplemental disclosure of cash flow information:

Cash paid during the period for:

Non-cash investing and financing activities:

1 unchanged sentence

Interest added to principal

accompanying notes to unaudited condensed consolidated financial statements.

PATENT RESEARCH CORPORATION

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2022

Options granted for settlement of debt

Supplemental disclosure of cash flow information:

Cash paid during the period for:

See the accompanying notes to the unaudited condensed consolidated financial statements.

QUEST PATENT RESEARCH CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

JUNE 30, 2022

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

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

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.

accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally

accepted in the U.S.

(GAAP) for interim financial information and with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X.

Accordingly, these interim financial statements do not include all of the information and notes required by GAAP for complete financial

All adjustments (consisting of normal recurring items) necessary to present fairly the Company’s consolidated financial

position have been included.

These interim financial statements should be read in conjunction with the consolidated financial statements

and accompanying notes included in our annual report on Form 10-K for the year ended December 31, 2021.

Operating results for the interim

periods presented herein are not necessarily indicative of the results that may be expected for any other interim period or for the entire

Reclassifications have been made to conform with the current year presentation.

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.

The accompanying unaudited condensed consolidated

financial statements have been prepared in accordance with accounting principles generally accepted in the U.S.

(GAAP) for interim financial

information and with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X.

Accordingly, these interim financial statements do

not include all of the information and notes required by GAAP for complete financial statements.

All adjustments (consisting of normal

recurring items) necessary to present fairly the Company’s consolidated financial position have been included.

These interim financial

statements should be read in conjunction with the consolidated financial statements and accompanying notes included in our annual report

on Form 10-K for the year ended December 31, 2021.

Operating results for the interim periods presented herein are not necessarily

indicative of the results that may be expected for any other interim period or for the entire year.

Reclassifications have been made to

conform with the current year presentation.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of consolidation and financial statement presentation

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 March 31,

consolidated financial statements include the accounts and operations of:

Quest Patent Research Corporation (“The Company”)

Principles of Consolidation and Financial Statement

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 June 30, 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)

(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”) (wholly owned)

(wholly owned)

Mariner IC, Inc.

(“Mariner”) (wholly owned)

(wholly owned)

IC Kinetics, Inc.

(“IC”) (wholly owned)

(wholly owned)

CXT Systems, Inc.

(“CXT”) (wholly owned)

Photonic Imaging Solutions Inc.

(wholly owned)

Photonic Imaging Solutions

(“PIS”) (wholly owned)

(“M-Red”) (wholly owned)

(wholly owned)

Audio Messaging Inc.

(“AMI”) (wholly owned)

Peregrin Licensing LLC (“PLL”) (wholly owned)

Taasera Licensing LLC (“TLL”) (wholly owned)

Soundstreak Texas LLC (“STX”) (wholly owned)

Multimodal Media LLC (“MML”) (wholly owned)

LS Cloud Storage Technologies, LLC (“LSC”) (wholly owned)

Tyche Licensing LLC (“Tyche”) (wholly owned) (formed April 14, 2022)

Deepwell IP LLC (“DIP”) (wholly owned) (formed April 14, 2022)

In February 2022, the Company changed the name of Quest Licensing Corporation

to Digital IP Advisors Incorporated.

intercompany transaction and balances have been eliminated in consolidation.

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.

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.

include the cost of patents or patent rights (hereinafter, collectively “patents”) acquired from third-parties or acquired

in connection with business combinations.

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.

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 include under other income (expense).

value of financial instruments

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 4 for information about our warrant liability.

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

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

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.

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.

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.

Company incurred foreign income tax expenses of approximately $ 13,000 and $ 0 for the three months ended March 31, 2022 and the three

months ended March 31, 2021, respectively.

Inventor/Former

Owner Royalties and Contingent Legal/Litigation Finance Expenses

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.

Company’s operating subsidiaries may 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.

Company’s operating subsidiaries may engage with funding sources that provide financing for patent licensing and enforcement.

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.

(wholly owned)

Peregrin Licensing LLC (“PLL”)

(wholly owned)

Taasera Licensing LLC (“TLL”)

(wholly owned)

Soundstreak Texas LLC (“STX”)

(wholly owned)

Multimodal Media LLC (“MML”)

(wholly owned)

LS Cloud Storage Technologies,

LLC (“LSC”) (wholly owned)

Tyche Licensing LLC (“Tyche”)

(wholly owned)

Deepwell IP LLC (“DIP”)

(wholly owned)

In February 2022, the Company changed the name

of Quest Licensing Corporation to Digital IP Advisors Incorporated.

Significant intercompany transaction and balances

have been eliminated in consolidation.

QUEST PATENT RESEARCH CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

JUNE 30, 2022

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.

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 (hereinafter, collectively “patents”) acquired from third-parties or acquired in connection with business combinations.

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

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.

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 condensed consolidated

statements of operations.

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 4 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.

QUEST PATENT RESEARCH CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

JUNE 30, 2022

Inventor/Former Owner Royalties and Contingent

Legal/Litigation Finance Expenses

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.

The Company’s operating subsidiaries may

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.

The Company’s operating subsidiaries may

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

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

Company recognizes revenue in accordance with ASC Topic 606, “Revenue from Contracts with Customers”.

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

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.

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 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

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.

QUEST PATENT RESEARCH CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

JUNE 30, 2022

Cost of Revenue

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.

The Company recognizes stock-based compensation pursuant to ASC 718,

“Compensation — Stock Compensation,” which prescribes accounting and reporting standards for all stock-based payment

transactions in which employee and non-employee services, are acquired.

Transactions include incurring liabilities, or issuing or offering

to issue shares, options and other equity instruments such as employee stock ownership plans and stock appreciation rights.

payments to employees and non-employees, including grants of employee stock options, are recognized as compensation expense in the financial

statements based on their fair values.

That expense is recognized over the period during which an employee or non-employee is required

to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

Loss Per Share

The Company calculates net losses per share by dividing 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.

Because the Company incurred

losses in all periods covered by the financial statements the inclusion of diluted weighted average shares would be anti-dilutive, the

diluted net loss per share is the same as the basic net loss per share.

Potentially dilutive securities are excluded from the computation

of dilutive earnings per share for the three months ended March 31, 2022 and 2021 since the effect would be antidilutive.

The Company’s

potentially dilutive securities include potential common shares related to 96,246,246 warrants granted to QFL in connection with the Purchase

Agreement, 50,000,000 stock options granted to Intelligent Partners in connection with the Restructure Agreement and 60,000,000 stock

options granted to officers and consultants.

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.

Stock-Based Compensation

The Company recognizes stock-based compensation

pursuant to ASC 718, “Compensation — Stock Compensation,” which prescribes accounting and reporting standards for all

stock-based payment transactions in which employee and non-employee services, are acquired.

Transactions include incurring liabilities,

or issuing or offering to issue shares, options and other equity instruments such as employee stock ownership plans and stock appreciation

Stock-based payments to employees and non-employees, including grants of employee stock options, are recognized as compensation

expense in the financial statements based on their fair values.

That expense is recognized over the period during which an employee or

non-employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

Net Loss Per Share

The Company calculates net losses per share by

dividing losses allocated to the Company’s stockholders by the weighted average number of shares of common stock outstanding for

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.

the Company incurred losses in all periods covered by the financial statements the inclusion of diluted weighted average shares would

be anti-dilutive, the diluted net loss per share is the same as the basic net loss per share.

Potentially dilutive securities are excluded

from the computation of dilutive earnings per share for the three and six months ended June 30, 2022 and for the three and six months

ended June 30, 2021 since the effect would be antidilutive.

The Company’s potentially dilutive securities include potential common

shares related to 962,463 warrants granted to QFL in connection with the Purchase Agreement, 500,000 stock options granted to Intelligent

Partners in connection with the Restructure Agreement and 500,000 stock options granted to officers and consultants.

See Notes 3, 4 and

Accounting Pronouncements

does not believe that there are any recently issued, but not effective, accounting standards which, if currently adopted, would have

a material effect on the Company’s financial statements.

As shown in the accompanying financial statements, the Company has

an accumulated deficit of approximately $ 26,363,000 and negative working capital of approximately $ 8,999,000 as of March 31, 2022.

of the Company’s continuing losses, its working capital deficiency, the uncertainty of future revenue, the Company’s obligations

to Intelligent Partners, QPRC Finance LLC (“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.

conditions, together with the effects of the COVID-19 pandemic and the steps taken by the states to slow the spread of the virus and its

effect on its business raise substantial doubt as to the Company’s ability to continue as a going concern.

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, particularly in view of the COVID-19 pandemic, is uncertain.

The financial statements do not include any adjustments that

might result from the outcome of this uncertainty.

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 the Company’s

financial statements.

Going Concern

As shown in the accompanying financial statements,

the Company has an accumulated deficit of approximately $ 25,819,000 and negative working capital of approximately $ 8,990,000 as of June 30,

Because of the Company’s continuing losses, its working capital deficiency, the uncertainty of future revenue, the Company’s

obligations to Intelligent Partners, QPRC Finance LLC (“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, together with the effects of the COVID-19 pandemic and the steps taken by the states to slow the spread of the virus

and its effect on its business as well as any adverse consequences which would result from our failure to remain listed on the OTCQB (see

Note 8), raise substantial doubt as to the Company’s ability to continue as a going concern.

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, particularly

in view of the COVID-19 pandemic, is uncertain.

The financial statements do not include any adjustments that might result from the outcome

of this uncertainty.

QUEST PATENT RESEARCH CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

JUNE 30, 2022

SHORT-TERM DEBT AND LONG-TERM LIABILITIES

following table shows the Company’s short-term and long-term debt at March 31, 2022 and December 31, 2021.

The following table shows the Company’s

short-term and long-term debt at June 30, 2022 and December 31, 2021.

Short-term debt:

6 unchanged sentences

Loans payable - SBA

Gross long-term portion

Net loans payable - SBA

Purchase price of patents

Gross long-term portion

Net purchase price of patents – long-term

loans payable represents demand loans made by former officers and directors, who are unrelated third parties at March 31, 2022, and December

31, 2021, in the amount of $ 138,000 .

Loans Payable

The loans payable represents demand loans made

by former officers and directors, who are unrelated third parties at June 30, 2022 and December 31, 2021, in the amount of $ 138,000 .

The loans are payable on demand plus accrued interest at 10 % per annum.

These third parties

are also stockholders, but their stockholdings are not significant.

The funding liability at March 31, 2022 represents 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 March 31, 2021, the Company had made repayments in the amount of approximately

The obligation to QFL has no repayment term and has been classified as a current liability as of March 31, 2022.

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

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:

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 $ 2,210,000 has been advanced as of March 31, 2022;

up to $ 2,000,000 for operating expenses, of which the Company has requested and received $ 1,200,000 as of March 31, 2022;

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.

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);

These third parties are also stockholders, but their stockholdings

are not significant.

Funding Liability

The funding liability at June 30, 2022 represents

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 June 30, 2022, the Company had made repayments in the amount

of approximately $ 719,000 .

The obligation to QFL has no repayment term and has been classified as a current liability as of June 30,

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 “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 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 $ 2,303,000 has been advanced as of June 30, 2022;

(b) up to $ 2,000,000 for

operating expenses, of which the Company has requested and received $ 1,400,000 as of June 30, 2022;

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.

(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;

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.

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 96,246,246 shares of the Company’s common stock, at an exercise price of $ 0.0054 per share which may be exercised from the date of exercise 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 4 and 5 for information on the warrant issue and associated liability.

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

Company granted QFL certain registration rights with respect to the 96,246,246 shares of common stock issuable upon exercise of the warrant.

Note 5 for information on the warrant issue.

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.

February 26, 2021, the Company entered into an agreement with Peter K.

Trzyna (“PKT”) pursuant to which PKT assigned to the

Company all right, title, and interest in a portfolio of eight United States patents (the “Peregrin Portfolio”).

agreement, the Company paid PKT $350,000 at closing and agreed that upon the realization of gross proceeds, if any, the Company shall

make a second installment payment 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, and paid to PKT along with and in proportion to reimbursement to other third parties of costs incurred

in realizing gross proceeds from the Peregrin Portfolio.

Thereafter, PKT is entitled to a percentage of gross proceeds realized, if any,

from the Peregrin Portfolio.

The Company requested and received a capital advance from QFL in the amount of $350,000 pursuant to the

Purchase Agreement, which was used to make payment to PKT.

May 20, 2021, TLL, entered into an agreement with Taasera, Inc.

to acquire all right, title, and interest in a portfolio of seven United

States patents (the “Taasera Portfolio”) for $250,000.

The Company requested and received a capital advance from QFL in the

amount of $250,000 pursuant to the Purchase Agreement, which was used to make payment to Taasera, Inc.

On October 15, 2021, MML, acquired all right, title, and interest in

a portfolio of nine United States patents (the “MML Portfolio”) for a purchase price of $ 550,000 pursuant to an agreement

with Aawaaz Inc.

(“AI”), pursuant to which 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.

requested and received a capital advance from QFL in the amount of $550,000 pursuant to the Purchase Agreement, which was used to make

payment to AI.

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 .

Company requested and received a capital advance in the amount of the $ 1,060,000 purchase price from the facility with QFL.

patents were assigned to Tyche and the balance of the patents were assigned to DIP.

Company requested and received an operating capital advances in the amount of $ 200,000 and $ 400,000 from QFL pursuant to the Purchase

Agreement for the three months ended March 31, 2022 and 2021, respectively.

Payable Related Party

The loan payable – related party at March 31, 2022 represents

the current amount of a non-interest bearing total monetization proceeds obligation (the “TMPO”) to Intelligent Partners,

LLC (“Intelligent Partners”) of $2,805,000, 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 describe 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 .

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 March 31, 2021.

(ii) Pursuant to the Stock Purchase Agreement, the Company issued to Fitton and Carper, as holders of the Transferred Note, a total of 46,296,296 shares of common stock at a purchase price of $ 0.0054 per share, which purchase price was paid by the conversion and in full satisfaction of the Transferred Note (the “Conversion Shares”).

For purposes of extinguishment, the issuance of the Conversion Shares in full satisfaction of the Transferred Note balance of $ 250,000 is included in the reacquisition price of the debt.

The Company recognized a loss on debt conversion of $ 305,556 which is the difference between the agreed conversion price and the fair value of the Conversion Shares at the date of conversion.

See Note 5 for information on the share issue.

(iii) Pursuant to the Option Grant, the Company granted Intelligent Partners an option to purchase a total of 50,000,000 shares of common stock, with an exercise price of $ 0.0054 per share which vests immediately and may be exercised through September 30, 2025.

The Company valued the option at approximately $ 598,000 using the Black-Scholes pricing model.

The proceeds were allocated to the repurchase price of the debt extinguishment based on its fair value.

and (d) proceeds (including, without limitation, cash proceeds and insurance proceeds) and products of the foregoing (a)-(c).

QUEST PATENT RESEARCH CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

JUNE 30, 2022

(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 date of grant through February 18, 2031 on a cash or cashless

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 61st 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).

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 4 and 5 for information on the warrant issue and associated

(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

On February 26, 2021, the Company entered into

an agreement with Peter K.

Trzyna (“PKT”) pursuant to which PKT assigned to the Company all right, title, and interest in

a portfolio of eight United States patents (the “Peregrin Portfolio”).

Under the agreement, the Company paid PKT $350,000

at closing and agreed that upon the realization of gross proceeds, if any, the Company shall make a second installment payment 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, and paid to PKT

along with and in proportion to reimbursement to other third parties of costs incurred in realizing gross proceeds from the Peregrin Portfolio.

Thereafter, PKT is entitled to a percentage of gross proceeds realized, if any, from the Peregrin Portfolio.

The Company requested and

received a capital advance from QFL in the amount of $350,000 pursuant to the Purchase Agreement, which was used to make payment to PKT.

On May 20, 2021, TLL, entered into an agreement

with Taasera, Inc.

to acquire all right, title, and interest in a portfolio of seven United States patents (the “Taasera Portfolio”)

for $250,000.

The Company requested and received a capital advance from QFL in the amount of $250,000 pursuant to the Purchase Agreement,

which was used to make payment to Taasera, Inc.

On October 15, 2021, MML, acquired all right,

title, and interest in a portfolio of nine United States patents (the “MML Portfolio”) for a purchase price of $ 550,000 pursuant

to an agreement with Aawaaz Inc.

(“AI”), pursuant to which 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,

The Company requested and received a capital advance from QFL in the amount of $550,000 pursuant to the Purchase Agreement, which

was used to make payment to AI.

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 the facility with QFL.

Two of the patents were assigned to Tyche and the balance of

the patents were assigned to DIP.

QUEST PATENT RESEARCH CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

JUNE 30, 2022

In June 2022, MML and AI agreed to amend the Purchase

Agreement to add two additional patent families for an additional $ 93,000 .

The Company requested and received a capital advance from QFL

in the amount of $ 93,000 , which will be used to make payment to AI pending final documentation of the amendment.

The Company requested and received operating capital

advances in the amount of $ 200,000 and $ 400,000 from QFL pursuant to the Purchase Agreement during the three and six months ended June

30, 2022, respectively.

The Company requested and received operating capital advances in the amount of $ 200,000 and $ 600,000 from QFL

pursuant to the Purchase Agreement during the three and six months ended June 30, 2021, respectively.

Loan Payable Related Party

The loan payable – related party at June 30,

2022 and December 31, 2021 represents the current amount of a non-interest bearing total monetization proceeds obligation (the “TMPO”)

to Intelligent Partners, LLC (“Intelligent Partners”) of $2,801,150, 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.

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

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

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 June 30, 2022.

(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”).

For purposes of extinguishment, the issuance of the Conversion Shares in full satisfaction of the Transferred

Note balance of $ 250,000 is included in the reacquisition price of the debt.

The Company recognized a loss on debt conversion of $ 305,556

which is the difference between the agreed conversion price and the fair value of the Conversion Shares at the date of conversion.

Note 5 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.

The Company valued the option at approximately $ 598,000

using the Black-Scholes pricing model.

The proceeds were allocated to the repurchase price of the debt extinguishment based on its fair

See Note 5 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.

(vi) The Company granted Intelligent Partners, Fitton and Carper certain registration rights with respect to (i) the 50,000,000 shares currently owned by Fitton and Carper;

(ii) the 46,296,296 Conversion Shares issued to Fitton and Carper, and (iii) the 50,000,000 shares of common stock issuable upon exercise of the option.

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.

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

QUEST PATENT RESEARCH CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

JUNE 30, 2022

(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

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.

(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;

the 462,963 Conversion Shares issued to Fitton and Carper, and (iii) the 500,000 shares of common stock issuable upon exercise of the

(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.

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.

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.

Company recognized a loss on extinguishment of the note of $ 730,378 reflected as follows:

(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.

The Company recognized a loss on extinguishment of the note of $ 730,378

reflected as follows:

Carrying amount as of the restructure date

10 unchanged sentences

$ ( 730,378 )

of its ownership percentage, Intelligent Partners is treated as a related party.

Because of its ownership percentage, Intelligent Partners is treated

as a related party.

QUEST PATENT RESEARCH CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

JUNE 30, 2022

Loan Payable – SBA - Current Portion

The loans payable-SBA – current portion at March 31, 2022 represents

the current portion of installment payments due under:

The loans payable – SBA - current portion

at June 30, 2022 represents the current portion of installment payments 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.

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.

Long-Term Liabilities

purchase price of patents at March 31, 2022 represents:

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 $ 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.

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.

4 – WARRANT LIABILITY

Company issued warrants to purchase 96,246,246 shares of common stock to QFL (see Note 3) in connection with its funding agreement.

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), 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

of March 31, 2022, and December 31, 2021, the aggregate fair value of the outstanding warrant liability was approximately $ 1,164,580

and $ 1,636,187 , respectively.

Company estimated the fair value of the warrant liability using the Black-Scholes option pricing model using the following key assumptions

as of March 31, 2022 and December 31, 2021:

The purchase price of patents at June 30,

2022 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 $ 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.

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.

The Company issued warrants to purchase 962,463

shares of common stock to QFL (see Note 3) 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.

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 June 30, 2022 and December 31,

2021, the aggregate fair value of the outstanding warrant liability was approximately $ 770,000 and $ 1,636,000 , 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 June 30, 2022 and December 31,

Exercise price

2 unchanged sentences

Expected term

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

QUEST PATENT RESEARCH CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

JUNE 30, 2022

The following schedule summarizes the valuation

of financial instruments at fair value in the balance sheets as of June 30, 2022 and December 31, 2021:

Fair Value Measurements as of

March 31, 2022

June 30, 2022

December 31, 2021

1 unchanged sentence

Total liabilities

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

Fair value at beginning of period

Change in fair value

Ending balance

Notes 3 and 5 for information on the warrant issuance.

5 – STOCKHOLDERS’ EQUITY

to the 2017 Equity Incentive Plan

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 500,000,000 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, to be effective upon the closing of

the agreements with QFL.

of Common Stock and Options

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 46,296,296 shares of common stock at a purchase price of $0.0054 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 50,000,000 shares of common stock, with an exercise price of $0.0054 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

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:

Balance at December 31, 2021

Gain on subsequent measurement

Balance at June 30, 2022

See Notes 3 and 5 for information on the warrant

STOCKHOLDERS’

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

which was held on July 27, 2022.

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) effects 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 of a share of such common stock, with fractional shares being rounded

up to the next higher whole number of shares.

The reverse split is not effective in the marketplace until the reverse split has been cleared

The Company filed an Issuer Company Related Action Notification with FINRA with respect to the reverse split and FINRA is

reviewing the notification.

Until the Company receives FINRA approval, the market price of the Company’s common stock will not reflect

the reverse split.

All historical share and per share amounts reflected

throughout this report have been adjusted to reflect the reverse stock split described above.

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.

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.

Variables used in the valuation include (1) discount rate of 1.37 %;

(2) option life of 5 years;

(3) computed volatility of 252 %

and (4) zero expected dividends.

The Company granted Intelligent Partners, Fitton and Carper certain registration rights with respect

to (i) the 50,000,000 shares currently owned by Fitton and Carper;

(3) computed volatility

of 252 % and (4) zero expected dividends.

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

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.

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.

to the agreements with two of the consultants, the compensation payable to each of them consists of a restricted stock grant of 10,000,000

shares of Common Stock which immediately vests in full and a ten-year option to purchase a total of 30,000,000 shares of Common Stock,

which become exercisable cumulatively as follows:

shares at an exercise price of $0.01 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.

shares at an exercise price of $0.03 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 stockholders’ equity of at least $5,000,000, and

shares at an exercise price of $0.05 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.

Company recorded professional fees in the amount of $240,000 as a result the restricted stock grants to these two consultants.

determined the fair value of the options as of the grant date to be approximately $720,000 using the Black-Scholes pricing model.

used in the valuation include (1) discount rate of 1.37%;

QUEST PATENT RESEARCH CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

JUNE 30, 2022

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:

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.

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

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.

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.

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

The Company determined that the first performance condition will be 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 recognized option expense of approximately

$0 and $120,000 for the three months ended March 31, 2022 and March 31, 2021, respectively.

to the agreement with the third consultant, the compensation payable to the consultant consists of a restricted stock grant of 10,000,000

shares of Common Stock which immediately vests in full and a ten-year option to purchase 30,000,000 shares of Common Stock, which becomes

exercisable cumulatively as follows:

shares at an exercise price of $0.01 per share became exercisable on February 22, 2022, which was the first anniversary of the date of

the agreement;

(3) computed volatility of 252% and (4) zero expected dividends.

The Company determined that the

first performance condition will be 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 three and six months ended June 30,

The Company recognized option expense of approximately $120,000 and $240,000 for the three and six months ended June 30, 2021, respectively.

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:

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 upon the second anniversary of the agreement;

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

Company recorded professional fees in the amount of $120,000 as a result the restricted stock grant to the third consultant.

determined the fair value of the options as of the grant date to be approximately $360,000 using the Black-Scholes pricing model.

used in the valuation include (1) discount rate of 1.37%;

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.

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

The Company recognized option expense of approximately $42,079 and $22,300 for the three months ended March 31, 2022 and March

31, 2021, respectively.

(3) computed volatility of 252% and (4) zero expected dividends.

The Company recognized option expense

of approximately $25,000 and $67,000 for the three and six months ended June 30, 2022, respectively and option expense of approximately

$55,000 and $77,000 for the three and six months ended June 30, 2021, respectively.

QUEST PATENT RESEARCH CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

JUNE 30, 2022

Compensatory Arrangements of Officers and Directors

February 22, 2021, the board of directors:

restricted stock grants for services rendered and vesting in full upon grant, to:

On February 22, 2021, the board of directors:

(i) Granted restricted stock grants for services rendered and

vesting in full upon grant, to:

Scahill – 490,000 shares

1 unchanged sentence

Carroll - 100,000 shares

Jon Scahill a ten-year option (the “Option”) to purchase 60,000,000 shares of Common Stock which become exercisable cumulatively

shares at an exercise price of $0.01 per share becoming exercisable upon the commencement of trading of the Common Stock on the OTCQB.

shares at an exercise price of $0.03 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 stockholders’ equity of at least $5,000,000, and

shares at an exercise price of $0.05 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

Logue to the board of directors and granted Mr.

Logue a restricted stock grant of 5,000,000 shares of common stock which vests

upon his acceptance of his appointment as a director.

Company recognized compensation expense of $888,000 in conjunction with issuance of common stock to officers and directors.

determined the fair value of the options to be approximately $720,000 as of the grant date using the Black-Scholes pricing model.

used in the valuation include (1) discount rate of 1.37%;

(ii) Granted Jon Scahill a ten-year

option (the “Option”) to purchase 600,000 shares of Common Stock which become exercisable cumulatively as follows:

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.

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

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

Logue a restricted stock grant of 500,000 shares of common stock which vests 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.

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

The Company recognized option expense of approximately $ 0 and $ 120,000 for the three months ended March 31, 2022 and March

31, 2021, respectively.

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

(3) computed volatility of 252% and (4) zero expected dividends.

The Company did not recognize any

option expense for the three and six months ended June 30, 2022.

The Company recognized option expense of approximately $120,000 and $240,000

for the three and six months ended June 30, 2021, respectively.

A summary of the status of the Company’s

stock options and changes is set forth below:

Number of Options (#)

Weighted Average Exercise Price ($)

Weighted Average Remaining Contractual Life (Years)

Balance - December 31, 2021

Balance - March 31, 2022

Balance - June 30, 2022

Options exercisable at end of period

intrinsic value of the outstanding options as of March 31, 2022 is $ 430,000 .

of March 31, 2022, there was approximately $ 1,090,000 of unrecognized compensation expense related to nonvested stock option awards that

is expected to be recognized over a weighted average expected term of approximately 8 years.

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

The intrinsic value of the outstanding options

as of June 30, 2022 is approximately $ 130,000 .

As of June 30, 2022, there was approximately

$ 1,090,000 of unrecognized compensation expense related to nonvested stock option awards that is expected to be recognized over a weighted

average expected term of approximately 8 years.

QUEST PATENT RESEARCH CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

JUNE 30, 2022

Issuance of Warrants

A summary of the status of the Company’s

warrants and changes is set forth below:

Number of Warrants (#)

Weighted Average Exercise Price ($)

Weighted Average Remaining Contractual Life (Years)

Balance - December 31, 2021

Balance - March 31, 2022

intrinsic value of the outstanding warrants as of March 31, 2022 is $ 635,225 .

6 – INTANGIBLE ASSETS

assets include patents purchased and are recorded based at their acquisition cost.

Balance - June 30, 2022

The intrinsic value of the outstanding warrants

as of June 30, 2022 is approximately $ 250,000 .

Intangible assets include patents purchased and

are recorded based at their acquisition cost.

Intangible assets consisted of the following:

Weighted Average Amortization Period (Years)

( 4,362,117 )

2 unchanged sentences

Net value of intangible assets

assets are comprised of patents with estimated useful lives.

The intangible assets at March 31, 2022 represent:

● patents acquired in October 2015 for a purchase price of $3,000,000, the useful lives of the patents, at the date of purchase, was 6-10 years;

Intangible assets are comprised of patents with

estimated useful lives.

The intangible assets at June 30, 2022 represent:

● patents acquired in October 2015 for a purchase price of $3,000,000, the useful lives of the patents,

at the date of purchase, was 6-10 years;

these patents were disposed of as of December 31, 2021

patents acquired in July 2017 pursuant to an obligation

to pay 50% of net revenues to IV 34/37 (see Note 3);

● patents acquired in July 2017 pursuant to an obligation to pay 50% of net revenues to IV 34/37 (see Note

the useful lives of the patents, at the date of acquisition, was 5-6 years;

these patents were disposed of as of December 31, 2021.

patents (which were fully amortized at the date of

acquisition) acquired in January 2018 pursuant to an agreement with to 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;

patents acquired in March 2019 pursuant to an obligation

to pay 50% of net revenues to IV 113/108 (see Note 3);

the useful lives of the patents, at the date of acquisition, was approximately

9 years, these patents were disposed of as of December 31, 2021.

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 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.

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

Amortization of patents is included as a selling, general and administrative expense in the accompanying consolidated statements

of operations.

The Company assesses intangible assets for any impairment to the carrying

As of March 31, 2022, management concluded that there was no impairment to the intangible assets.

Amortization expense for patents comprised approximately $ 308,000 and

approximately $ 488,000 for the three months ended March 31, 2022 and March 31, 2021, respectively.

● patents (which were fully amortized at the date of acquisition) acquired in January 2018 pursuant to an

agreement with to 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

● patents acquired in March 2019 pursuant to an obligation to pay 50% of net revenues to IV 113/108 (see

the useful lives of the patents, at the date of acquisition, was approximately 9 years, these patents were disposed of as of

December 31, 2021.

● 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

QUEST PATENT RESEARCH CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

JUNE 30, 2022

● 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,

● 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.

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 June 30, 2022, management concluded that there was no impairment to the intangible assets.

Amortization expense for patents was approximately

$ 205,000 and $ 514,000 for the three and six months ended June 30, 2022, respectively.

Amortization expense for patents was approximately

$ 388,000 and $ 876,000 for the three and six months ended June 30, 2021, respectively.

Amortization expense is included in selling, general,

and administration expenses in the accompanying condensed consolidated statement of operations.

Future amortization of intangible assets

4 unchanged sentences

RELATED PARTY TRANSACTIONS

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 3 and 5 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.

Note 5 with respect to share based compensation to officers and directors.

Note 8 with respect to the employment agreement with the Company’s president and chief executive officer.

the three months ended March 31, 2022 and 2021, the Company contracted with an entity owned by the chief technology officer for the provision

of information technology services to the Company.

For the three months ended March 31, 2022 and 2021, the cost of these services was

approximately $ 115 and $ 115 , respectively.

the three months ended March 31, 2022 and 2021, 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 three months

ended March 31, 2022 and 2021, the cost of these services was approximately $ 28,000 and $ 0 , respectively.

8 – COMMITMENTS AND CONTINGENCIES

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.

In March 2016, the Company’s board of directors increased the chief executive officer’s

annual salary to $300,000, effective January 1, 2016.

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 officer is

also eligible to participate in any executive incentive plans which the Company may adopt.

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 year ending December

31, 2022, the percentage is set at 19 %.

The Company’s president and chief executive officer is the only participant and $ 14,500

and $ 14,500 was deposited into his SEP IRA account for the three months ended March 31, 2022 and 2021, respectively.

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.

such event, a court may issue monetary sanctions against the Company or its operating subsidiaries or award attorney’s fees and/or

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 3 and 5 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 5 with respect to share based compensation

to officers and directors.

See Note 8 with respect to the employment agreement

with the Company’s president and chief executive officer.

During the three and six months ended June 30,

2022 and 2021, the Company contracted with an entity owned by the chief technology officer for the provision of information technology

services to the Company.

The cost of such services was approximately $ 90 and $ 205 for the three and six months ended June 30, 2022, respectively,

and approximately $ 90 and $ 205 for the three and six months ended June 30, 2021, respectively.

During the three and six months ended June 30,

2022 and 2021, 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 three and six months ended June 30, 2022, the cost of

these services was approximately $ 0 and $ 28,000 , respectively.

For each of the three and six months ended June 30, 2021, the cost of these

services was approximately $ 0 .

QUEST PATENT RESEARCH CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

JUNE 30, 2022

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.

2016, the Company’s board of directors increased the chief executive officer’s annual salary to $300,000, effective January

The chief executive officer is entitled to a bonus if the Company meets or exceeds performance criteria established by the compensation

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 officer is also eligible to participate in any executive incentive plans which the Company

Pension Benefits

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.

ending December 31, 2022, the percentage is set at 19 %.

The Company’s president and chief executive officer is the only participant

and $ 14,500 was deposited into his SEP IRA account during the six months ended June 30, 2022.

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

3 unchanged sentences

and/or the loss of the patents, which are the subsidiaries’ only assets.

Effects of possible delisting of common stock

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, our

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 additional 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.

We may not have the funds to make the payment pursuant to the registration rights agreement, and, if QFL seeks

to enforce its rights to the damages, we may seek protection under the Bankruptcy Act.

Further, even if QFL does not seek to enforce it

right to damages, it may not make advances to us until and unless our common stock meets the OTCQB trading requirements.

SUBSEQUENT EVENTS

In July 2022, the Company’s wholly owned

subsidiary, EDI Licensing LLC (“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

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

The Company requested a capital advance from QFL in the amount of $ 350,000 , which will be used to make payment of the balance pursuant

to the terms of the purchase agreement.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements