What changed in this filing

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Item 1. Business

2023-03-31 compared with 2022-04-01 · 456 added, 235 removed, 777 unchanged (47% of the section changed)

48 unchanged sentences

If we require financing to acquire intellectual property, we

will have to satisfy our financing source, which may by QFL, that we have the ability to monetize the intellectual property.

will have to satisfy our financing sources, which may be QFL or QF3, that we have the ability to monetize the intellectual property.

our financial position may affect our ability to conduct adequate due diligence with respect to intellectual property rights or to acquire

valuable intellectual property.

This due diligence effort is conducted by our chief executive officer, who is our only full-time

This due diligence effort is conducted by our chief executive officer, who is our only full-time employee.

It has been necessary to commence litigation in

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basis and cannot fund litigation ourselves, which, considering our financial position, is likely to be the case, we may enter into an

agreement with a third party, which may be an independent third party, such as QFL, to finance the cost of litigation.

In view of our

limited cash and our working capital deficiency, we are not able to institute any monetization program that may require litigation unless

we engage counsel on a fully contingent basis or we obtain funding from third party funding sources.

In these cases, counsel may be afforded

a greater participation in the recovery and the third party that funds the litigation would be entitled to participate in any recovery.

agreement with a third-party, which may be an independent third-party, such as QFL or QF3, to finance the cost of litigation.

of our limited cash and our working capital deficiency, we are not able to institute any monetization program that may require litigation

unless we engage counsel on a fully contingent basis, or we obtain funding from third-party funding sources.

In these cases, counsel may

be afforded a greater participation in the recovery and the third-party that funds the litigation would be entitled to participate in

any recovery.

Reverse Split, Change in Authorized Common

On July 27, 2022, we amended our amended and restated

certificate of incorporation to (i) decrease the number of authorized shares of common stock from 10,000,000,000 shares to 30,000,000

shares and (ii) effect a one-for-100 reverse split whereby each share of common stock became and was converted into 0.01 share of such

common stock, with fractional shares being rounded up to the next higher whole number of shares.

All share and per share information in

this Form 10-K has been retroactively restated to reflect the reverse split and change in authorized common stock.

Recent Development

Agreements with QPRC Finance III LLC (“QF3”)

On March 12, 2023, we and our newly formed wholly-owned

subsidiary, Harbor Island Dynamic LLC (“Harbor”), entered into a series of agreements, all dated March 12, 2023, with QF3,

a non-affiliated party, including a prepaid forward purchase agreement (the “Purchase Agreement”), a security agreement (the

“Security Agreement”), a patent security agreement (the “Patent Security Agreement” together with the Security

Agreement, the Patent Security Agreement, and the Purchase Agreement, the “Investment Documents”).

The descriptions below

and elsewhere in this Form 10-K relating to our agreements with QF3 are summaries only and are qualified in their entirety by reference

to those agreements which are filed as exhibits to this Form 10-K.

(i) Pursuant to the Purchase Agreement, QF3 agreed to make available

to us a financing facility of:

(a) up to $4,000,000 for operating expenses;

(b) $3,300,000 to fund the cash payment portion of the purchase

of a patent portfolio from Tower Semiconductor Ltd.;

and (c) up to an additional $25,000,000 for the acquisition of mutually agreed patent

rights that we intend to monetize.

In return we transferred to QF3 a right to receive a portion of net proceeds generated from the monetization

of those patents.

The terms of the Purchase Agreement are described under “QF3 Purchase Agreement.”

(ii) On March 17, 2023, we used $3,300,000 of proceeds from the

QF3 financing as the cash payment portion of the purchase of a ten-patent portfolio (the “HID Portfolio”) from Tower Semiconductor

(iii) Pursuant to the Security Agreement, our obligations under

the Purchase Agreement with QF3 are secured by:

(a) the value of anything received from the monetization of the intellectual property

rights covered by the Security Agreement;

(b) the patents (as defined in the Security Agreement);

hereafter arising from or related to the foregoing (a) and (b);

and (d) proceeds (including, without limitation, cash proceeds and insurance

proceeds) and products of the foregoing (a)-(c).

(iv) Pursuant to the Patent Security Agreement, we and Harbor

granted QF3 a first priority continuing security interest in and lien upon Collateral covered by the Security Agreement.

The Patent Security

Agreement is the instrument that is filed with the United States Patent and Trademark Office and other government agencies to perfect

QF3’s security interest in the Collateral.

QF3 Purchase Agreement

Pursuant to the Purchase Agreement, QF3 agreed

to make available to us a financing facility of:

(a) up to $4,000,000 for operating expenses;

(b) $3,300,000 to fund the cash payment

portion of the purchase of a patent portfolio from Tower and (c) up to an additional $25,000,000 for the acquisition of mutually agreed

patent rights that we would intend to monetize.

In return we transferred to QF3 the right to receive a portion of net proceeds generated

from the monetization of those patents.

After QF3 has a negotiated rate of return, we and QF3 shall share net proceeds equally until QF3

shall have achieved its Investment Return (as defined therein).

Thereafter, we shall retain 100% of all net proceeds.

Except in an Event

of Default, as defined therein, all payments by us to QF3 pursuant to the Purchase Agreement are non-recourse and shall be paid only if

and after net proceeds from monetization of the patent rights owned or acquire by us are received or are to be received.

Events of Default include any breach of the Investment

Documents, including non-payment, material misrepresentation, security interest compromise, criminal indictment or felony conviction of

one or our officers or directors, our current chief executive no longer serving as our chief executive or as a director, the occurrence

of any Event of Default under the Restructure Agreement with Intelligent Partners, as defined therein, and our insolvency.

to all rights and remedies available under law and the Investment Documents, upon and Event of Default, QF3 may:

(i) declare the Investment

Return immediately due and payable, (ii) except in the event of our insolvency, declare an amount equal to the aggregate amount of the

capital provided pursuant to the Purchase Agreement, plus a late charge, immediately due and payable, or (iii) cease making capital available

Under the agreement, QF3 may terminate capital

advances other than in an Event of Default by giving written notice to us in which case QF3’s interest in Net Proceeds shall be

an amount equal to the greater of (i) the capital advanced to us plus interest at the prime rate, on the one hand, and (ii) Net Proceeds

received by QF3 prior to the date of such termination.

Grant of Security Interests

Pursuant to the Security Agreement and Patent

Security Agreement, payment of our obligations under the Purchase Agreement with QF3 are secured by (a) the value of anything received

from the monetization of the intellectual property rights covered by the Security Agreement;

(b) the patents (as defined in the Security

and (d) proceeds (including,

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

Intercreditor Agreement

In connection with the agreements with QF3, we,

Harbor, Quest Licensing Corporation (“QLC”), Quest NetTech Corporation (“NetTech”), Mariner IC Inc.

Semcon IP Inc.

(“Semcon”), IC Kinetics Inc.

(“IC”), CXT Systems Inc.

(“CXT”), M-Red Inc.

and Audio Messaging Inc.

(“AMI”), collectively, the “Subsidiary Guarantors”) entered into an intercreditor agreement

with QF3 and Intelligent Partners which provides for the priority of QF3 in the collateral under the Investment Documents.

Agreements with QFL and Intelligent Partners

Set forth below is a discussion of agreements which we entered into

in February 2021with QFL to provide us with a financing facility, funds to make a payment due to Intelligent Partners and for working

capital and an agreement with Intelligent Partners to restructure our loan agreement and related agreements.

The agreement with Intelligent

Partners restated our agreements with United Wireless Holdings, Inc.

(“United Wireless”) which had been assigned to Intelligent

Partners, an affiliate of United Wireless.

The descriptions below and elsewhere in this Form 10-K relating to our agreements with QFL

and Intelligent Partners are summaries only and are qualified in their entirety by reference to those agreements which were filed as exhibits

to this Form 10-K.

Summary of Agreements with QFL

Set forth below is a discussion of agreements

which we entered into in February 2021with QFL to provide us with a financing facility, funds to make a payment due to Intelligent Partners

and for working capital and an agreement with Intelligent Partners to restructure our loan agreement and related agreements.

The agreement

with Intelligent Partners restated our agreements with United Wireless Holdings, Inc.

(“United Wireless”) which had been assigned

to Intelligent Partners, an affiliate of United Wireless.

QF3 and QFK are related to each other.

The descriptions below and elsewhere

in this Form 10-K relating to our agreements with QFL and Intelligent Partners are summaries only and are qualified in their entirety

by reference to those agreements which were filed as exhibits to this Form 10-K.

Agreements with QFL

On February 22, 2021, we entered into a series

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to which, at the closing held contemporaneously with the execution of the agreements:

Pursuant to the Purchase Agreement, QFL agreed to make available to us a financing facility of:

(i) Pursuant to the Purchase Agreement, QFL agreed to make available

to us a financing facility of:

(a) up to $25,000,000 for the acquisition of mutually agreed patent rights that we intend to monetize;

(b) up to $2,000,000 for operating expenses;

and (iii) $1,750,000 to fund the cash payment portion of the restructure of our obligations to Intelligent Partners.

In return we transferred to QFL a right to receive a portion of net proceeds generated from the monetization of those patents.

and (iii) $1,750,000 to fund the cash payment portion of the restructure of our obligations

to Intelligent Partners.

In return we transferred to QFL a right to receive a portion of net proceeds generated from the monetization

of those patents.

During 2021 we requested and received $1,000,000 for working capital.

The terms of the Purchase Agreement are described under “Purchase Agreement.”

We used $1,750,000 of proceeds from the QFL financing as the cash payment portion of the restructure of our obligations to Intelligent Partners as transferee of United Wireless pursuant to a restructure agreement (the “Restructure Agreement”) between us and Intelligent Partners executed contemporaneously with the closing of the Investment Documents with QFL.

The terms of the Purchase Agreement are described

under “Purchase Agreement.”

(ii) We used $1,750,000 of proceeds from the QFL financing as

the cash payment portion of the restructure of our obligations to Intelligent Partners as transferee of United Wireless pursuant to a

restructure agreement (the “Restructure Agreement”) between us and Intelligent Partners executed contemporaneously with the

closing of the Investment Documents with QFL.

The payment was made directly from QFL to Intelligent Partners.

The terms of the Restructure Agreement are described under “Restructure Agreement.”

Pursuant to the Security Agreement, our obligations under the Purchase Agreement with QFL are secured by:

The terms of the Restructure

Agreement are described under “Restructure Agreement.”

(iii) Pursuant to the Security Agreement, our obligations under

the Purchase Agreement with QFL are secured by:

(a) the proceeds (as defined in the Purchase Agreement);

(b) the patents (as defined in the Purchase Agreement;

(b) the patents (as defined

in the Purchase Agreement;

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

Pursuant to the Subsidiary Guaranty, eight of our subsidiaries – Quest Licensing Corporation (“QLC”), Quest NetTech Corporation (“NetTech”), Mariner IC Inc.

(“Mariner”), Semcon IP Inc.

(“Semcon”), IC Kinetics Inc.

(“IC”), CXT Systems Inc.

(“CXT”), M-Red Inc.

(“MRED”), and Audio Messaging Inc.(“AMI”), collectively, the “Subsidiary Guarantors”) guaranteed our obligations to QFL under the Purchase Agreement.

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

Pursuant to the Warrant Issue Agreement, we granted QFL ten-year warrants to purchase a total of up to 96,246,246 shares of our common stock, with an exercise price of $0.0054 per share which may be exercised from February 19, 2021 through February 18, 2031 on a cash or cashless basis.

Exercisability of the Warrant is limited if, upon exercise, the holder would beneficially own more than 4.99% (the “Maximum Percentage”) of our common stock, except that by written notice to us, the holder may change the Maximum Percentage to any other percentage not in excess of 9.99% provided any such change will not be effective until the 61 st day following notice to us.

The Warrant also contains certain minimum ownership percentage antidilution rights pursuant to which the aggregate number of shares of common stock purchasable upon the initial exercise of the Warrant shall not be less than 10% of the aggregate number of outstanding shares of capital stock of the Company (determined on a fully diluted basis).

A portion of any gain from sale of the shares, net of taxes and costs of exercise, realized prior to the completion of all monetization activities shall be credited against the total return due to QFL pursuant to the Purchase Agreement.

We agreed to take all commercially reasonable steps necessary to regain compliance with the OTCQB eligibility standards as soon as practicable, but in no event later than 12 months from the closing date.

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

(iv) Pursuant to the Subsidiary Guaranty, the Subsidiary Guarantors–guaranteed

our obligations to QFL under the Purchase Agreement.

(v) Pursuant to the Subsidiary Security Agreement, the Subsidiary

Guarantors grant QFL a security interest in the proceeds from the future monetization of their respective patent portfolios.

(vi) Pursuant to the Warrant Issue Agreement, we granted QFL ten-year

warrants to purchase a total of up to 962,463 shares of our common stock, with an exercise price of $0.54 per share which may be exercised

from February 19, 2021 through February 18, 2031 on a cash or cashless basis.

Exercisability of the Warrant is limited if, upon exercise,

the holder would beneficially own more than 4.99% (the “Maximum Percentage”) of our common stock, except that by written

notice to us, the holder may change the Maximum Percentage to any other percentage not in excess of 9.99% provided any such change will

not be effective until the 61 st day following notice to us.

The Warrant also contains certain minimum ownership percentage

antidilution rights pursuant to which the aggregate number of shares of common stock purchasable upon the initial exercise of the Warrant

shall not be less than 10% of the aggregate number of outstanding shares of capital stock of the Company (determined on a fully diluted

A portion of any gain from sale of the shares, net of taxes and costs of exercise, realized prior to the completion of all monetization

activities shall be credited against the total return due to QFL pursuant to the Purchase Agreement.

(vii) We agreed to take all commercially reasonable steps necessary

to regain compliance with the OTCQB eligibility standards as soon as practicable, but in no event later than 12 months from the closing

We regained such compliance on May 7, 2021, at which time the common stock recommenced trading on the OTCQB.

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

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

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

(viii) We granted QFL certain registration rights with respect to

the 962,463 shares of common stock issuable upon exercise of the warrant.

(ix) Commencing six months from the closing date, if the shares

owned by QFL cannot be sold pursuant to a registration statement and cannot be sold pursuant to Rule 144 without the Company being in

compliance with the current public information requirements of Rule 144, if the Company is not in compliance with the current public

information requirements, the Company is required to pay damages to QFL.

(x) Pursuant to the Board Observation Rights Agreement, until

the later of the date on which QFL or its affiliates (i) have received the entirety of their Investment Return (as defined in Purchase

Agreement), and (ii) no longer hold any Securities (the “Observation Period”), we granted QFL the right, exercisable at any

time during the Observation Period, to appoint a representative to attend meetings (including, without limitation, telephonic or other

electronic meetings) of the Board or any committee thereof, including executive sessions, in an observer capacity.

Purchase Agreement

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Pursuant to the Registration Rights Agreement,

we filed a registration statement with the SEC covering 50,000,000 of the 96,246,246 shares of common stock issuable upon exercise of

We are also required to file additional Registration Statements (as defined in the Registration Rights Agreement) on the

date 60 days after the date that we receive written notice from any Investor (as defined in the Registration Rights Agreement) that 60%

of the Registrable Securities held by all Investors registered under the immediately preceding registration statement have been sold.

The Registration Rights Agreement provides for us to pay damages in the event that we do not meet the required deadlines.

we filed a registration statement with the SEC covering 500,000 of the 962,463 shares of common stock issuable upon exercise of the Warrant.

We are also required to file additional Registration Statements (as defined in the Registration Rights Agreement) on the date 60 days

after the date that we receive written notice from any Investor (as defined in the Registration Rights Agreement) that 60% of the Registrable

Securities held by all Investors registered under the immediately preceding registration statement have been sold.

The Registration Rights

Agreement provides for us to pay damages in the event that we do not meet the required deadlines.

Intercreditor Agreement

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Intelligent Partners which sets forth the priority of QFL in the collateral under the Investment Documents.

Summary of Agreements with Intelligent Partners

Agreements with Intelligent Partners

Securities Purchase Agreement and Related Agreements

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and United Wireless, entered into a Securities Purchase Agreement dated October 22, 2015 (the “SPA”) and related Transaction

Documents, as defined therein, pursuant to which the Company sold 50,000,000 shares (the “Shares”) of our common stock, par

value $0.00003 per share (the “Common Stock”) at $0.05 per share, or an aggregate of $250,000;

Documents, as defined therein, pursuant to which the Company sold 500,000 shares (the “Shares”) of our common stock, par value

$0.00003 per share (the “Common Stock”) at $5.00 per share, or an aggregate of $250,000;

we issued our 10% secured convertible

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MPAs) and a MPA-NA (the “MPA-NA”).

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

(i) Pursuant to the Restructure Agreement, we paid Intelligent

Partners $1,750,000 at closing, which we received from QFL and which QFL paid directly to Intelligent Partners, and recognized a further

non-interest bearing total monetization proceeds obligation (the “TMPO”) of $2,805,000, which shall, from and after the Restructure

Date, be reduced on a dollar for dollar basis by (a) payments to Intelligent Partners pursuant to the restructure agreement, the Restructure

MPAs and the MPA-NA and (b) any election by the Intelligent Partners to pay the Exercise Price of the Restructure Option, in whole or

part, by means of a reduction in the then outstanding TMPO.

Further details regarding the TMPO are provided under “TMPO”;

Pursuant to the Stock Purchase Agreement, we 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”).

Pursuant to the Option Grant, we 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 February 9, 2026.

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.

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

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.

(ii) Pursuant to the Stock Purchase Agreement, we issued to Fitton

and Carper, as holders of the Transferred Note, a total of 462,963 shares of common stock at a purchase price of $0.54 per share, which

purchase price was paid by the conversion and in full satisfaction of the Transferred Note (the “Conversion Shares”).

(iii) Pursuant to the Option Grant, we granted Intelligent Partners

an option to purchase a total of 500,000 shares of common stock, with an exercise price of $0.54 per share which vests immediately and

may be exercised through February 9, 2026.

(iv) Pursuant to the restructured monetization proceeds agreement,

Intelligent Partners has a right to receive 60% of the net monetization proceeds from the patents currently owned by the Subsidiary Guarantors.

The agreement has no termination provisions, so Intelligent Partners will be entitled to its percentage interest as long as revenue is

generated from the intellectual property covered by the agreement.

(v) Pursuant to the Subsidiary Security Agreement, our obligations

under our agreements with Intelligent Partners, including its obligations under the Restructure Agreement and the Restructure MPAs are

secured by a security interest in the net proceeds realized from the future monetization of the patents currently owned by the eight

subsidiaries named above.

(vi) Pursuant to the MPA-NA-Security Interest Agreement, our obligations

under the MPA-NA are secured by a security interest in net proceeds realized from the future monetization of new patents acquired until

the TMPO is satisfied, provided Intelligent Partners’ secured interest shall be limited to its entitlement in Net Proceeds under

After satisfaction of the TMPO the security interest in proceeds from new assets shall terminate.

We granted Intelligent Partners, Andrew Fitton and Michael Carper certain registration rights with respect to (i) the 50,000,000 Shares currently owned by Fitton and Carper, which shares are included in the registration statement that we filed;

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

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

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

(vii) We granted Intelligent Partners, Andrew Fitton and Michael

Carper certain registration rights with respect to (i) the 500,000 Shares currently owned by Fitton and Carper, which shares are included

in the registration statement that we filed;

(ii) the 462,963 Conversion Shares being issued to Fitton and Carper, and (iii) the 500,000

shares of common stock issuable upon exercise of the Restructure Option;

(viii) Commencing six months from the closing date, if the shares

owned by Intelligent Partners cannot be sold pursuant to a registration statement and cannot be sold pursuant to Rule 144 without the

Company being in compliance with the current public information requirements of Rule 144, if the Company is not in compliance with the

current public information requirements, the Company is required to pay damages to Intelligent Partners.

(ix) Pursuant to the Board Observation Rights Agreement, until

the TMPO has been satisfied (the “Observation Period”), we granted Intelligent Partners the option and right, exercisable

at any time during the Observation Period, to appoint a representative to attend meetings of the Board or any committee thereof, including

executive sessions, in an observer capacity.

Events of Default include (i) a Change of Control

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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 Restructure Option.

We filed the registration statement with the SEC covering the 50,000,000 Shares

owned by Fitton and Carper, and the registration statement was declared effective by the SEC.

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

issuable upon exercise of the Restructure Option.

We filed the registration statement with the SEC covering the 500,000 Shares owned by

Fitton and Carper, and the registration statement was declared effective by the SEC.

Effects of the COVID-19 Pandemic on our Business

Although we do not manufacture or sell products,

the COVID-19 pandemic and the work shutdown imposed in the United States and other countries to limit the spread of the virus can have

a negative impact on our business.

Our revenue is generated almost exclusively from license fees generated from litigation seeking damages

for infringement of our intellectual property rights.

The work shutdown has affected the court system, and during much of 2020 and part

of 2021 courts operating on a reduced schedule, and some courts may still not be operating on a full in-person schedule and, even if operating

on a full schedule, have a backlog as a result of the pandemic.

As a result, we believe patent infringement actions are treated as a lower

priority items in allocation of court resources with the effect that deadlines are likely to be postponed which delays may give defendants

an incentive to delay negotiations or offer a lower amount than they might otherwise accept.

In addition, the effect of the COVID-19 and

the public response may adversely affect the financial condition and prospects of defendants and potential defendants, which would make

it less likely that they would be willing to settle our claim or which may result in a defendant or potential defendant reducing or discontinuing

its operations or taking advantage of the Bankruptcy Act.

The COVID-19 pandemic and the response to limit

the spread of the infection may affect the financial condition of financing sources and the willingness of potential financing sources

to provide funding for our litigation.

In addition, these factors may affect a law firms’ ability and willingness to provide us

with legal services on a contingent or partial contingent.

Further, to the extent that holders of intellectual

property rights see these factors impacting our ability to generate revenue from their intellectual property, they may be reluctant to

sell intellectual property to us on terms which are acceptable to us, if at all.

the COVID-19 pandemic and the work shutdown imposed in the United States and other countries to limit the spread of the virus had a negative

impact on our business.

Our revenue is generated almost exclusively from license fees generated from litigation seeking damages for infringement

of our intellectual property rights.

The work shutdown affected the court system, and during much of 2020 and part of 2021 courts operated

on a reduced schedule, and some courts may still have a backlog as a result of the pandemic.

As a result, deadlines are likely to be postponed

which may give defendants an incentive to delay negotiations or offer a lower amount than they might otherwise accept.

In addition, the

effect of the COVID-19 and the public response may have adversely affected the financial condition and prospects of defendants and potential

defendants, which made it less likely that they would be willing to settle our claim.

Purchase of Intellectual Property from Intellectual

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to IV 113/108, as long as we generate revenue from the M-RED Portfolio and that if, on December 31, 2021 cumulative distributions to IV

113/108 total less than $302,113.89, M-RED shall pay the difference between such cumulative amounts and the amount paid to IV 113/108

within ten days after the applicable date.

113/108 total less than $302,114, M-RED shall pay the difference between such cumulative amounts and the amount paid to IV 113/108 within

ten days after the applicable date.

As of December 31, 2021 cumulative distributions to IV 113/108 totaled $302,114.

lives of the patents, at the date of acquisition, was approximately nine years.

Neither we nor any affiliate of M-RED has guaranteed the

minimum payments.

M-RED’s obligations under the agreement with IV 113/108 are secured by a security interest in the proceeds (from

litigation or otherwise) from the M-RED Portfolio.

The patent portfolio which we acquired from IV 113/108 is the M-RED portfolio which

is described under “Business – Our Intellectual Property Portfolios.” Pursuant to the MPA-MR, Intelligent Partners is

entitled to receive 60% of the net proceeds as defined in the agreement.

The useful lives

of the patents, at the date of acquisition, was approximately nine years.

Neither we nor any affiliate of M-RED has guaranteed the minimum

M-RED’s obligations under the agreement with IV 113/108 are secured by a security interest in the proceeds (from litigation

or otherwise) from the M-RED Portfolio.

The patent portfolio which we acquired from IV 113/108 is the M-RED portfolio which is described

under “Business – Our Intellectual Property Portfolios.” Pursuant to the MPA-MR, Intelligent Partners is entitled to

receive 60% of the net proceeds as defined in the agreement.

On January 27, 2022, we acquired, via assignment

from Intellectual Ventures Assets 181 LLC and Intellectual Ventures Assets 174 LLC, all right title and interest to four patent portfolios

consisting of fifteen United States patents and three foreign patents for a purchase price of $1,060,000.

The Company requested and received

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

The patents were assigned to our wholly owned

subsidiaries Tyche Licensing LLC (“Tyche”) and Deepwell IP LLC (“DIP”).

A default under the agreements with the Intellectual

Ventures affiliates could result in a default under our agreements with QFL, and, even if QFL does not declare a default, QFL may be reluctant

to finance our intellectual property acquisition if we are in default under any of our patent acquisition agreements with Intellectual

Venture affiliates.

Further, it may be necessary for any defaulting subsidiary to seek protection under the Bankruptcy Act if we are not

able to enter into modification agreements with the Intellectual Ventures affiliates.

Ventures affiliates could result in a default under our agreements with QFL and QF3, and, even if QFL or QF3 does not declare a default,

QFL or QF3 may be reluctant to finance our intellectual property acquisition if we are in default under any of our patent acquisition

agreements with Intellectual Venture affiliates.

Further, it may be necessary for any defaulting subsidiary to seek protection under the

Bankruptcy Act if we are not able to enter into modification agreements with the Intellectual Ventures affiliates.

Our Organization

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Our website is www.qprc.com.

Information contained on or derived from our website or any other website does not constitute a part of this

annual report.

Information contained on or derived from our website, or any other website does not constitute a part of

this annual report.

Our Intellectual Property Portfolios

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thereof (the “Mobile Data Portfolio”).

Through December 31, 2021, we did not receive

any proceeds from the Mobile Data Portfolio.

Flexible Packaging - Turtle Pak TM

Through December 31, 2022, we had not generated

any revenue from the Mobile Data Portfolio and we do not anticipate allocating further resources to monetization of the Mobile Data Portfolio.

Flexible Packaging – Turtle PakTM

In March 2008, we entered into an agreement with

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RE36,412 and U.S.

Patent No.6,490,844,

and the Turtle Pak TM trademark.

Turtle Pak™ brand packaging is suited for such uses as electrical and electronic components,

medical, dental, and diagnostic equipment, instrumentation products, and control components.

Turtle Pak™ brand packaging materials

are 100% curbside recyclable.

and the Turtle Pak trademark.

Turtle Pak™ brand packaging is suited for such uses as electrical and electronic components, medical,

dental, and diagnostic equipment, instrumentation products, and control components.

Turtle Pak™ brand packaging materials are 100%

curbside recyclable.

As the exclusive licensee and manager of the manufacture

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We did not generate revenues from

the TurtlePak TM product for the years ended December 31, 2021 and 2020.

the TurtlePak™ product for the years ended December 31, 2022 and 2021.

Universal Financial Data System

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These warrants expired unexercised.

We also agreed that

We also agreed that Mr.

Li would receive 40% of the net licensing revenues generated by Wynn Technologies with respect to this patent, which is the only patent

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We did not generate revenue from the Financial

Data Portfolio in 2021.

Our revenue for the year ended December 31, 2020 includes revenue from the Financial Data Portfolio.

Data Portfolio in 2022 and 2021, and we do not anticipate allocating further resources to monetization of the Financial Data Portfolio.

The rich media portfolio is directed to methods,

systems, and processes that permit typical Internet users to design rich-media production content ( i.e.

, rich-media applications),

such as websites.

systems, and processes that permit typical Internet users to design rich-media production content (i.e., rich-media applications), such

The portfolio consists of U.S.

7,000,180, “Methods, Systems, and Processes for the Design and Creation

of Rich Media Applications via the Internet” and all related patents, patent applications, corresponding foreign patents and foreign

7,000,180, “Methods, Systems, and Processes for the Design and Creation of

Rich Media Applications via the Internet” and all related patents, patent applications, corresponding foreign patents and foreign

patent applications and foreign counterparts, and all continuations, continuations-in-part, divisions, extensions, renewals, reissues

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to perform the services detailed in the agreement.

Through December 31, 2021, we did not generate

Through December 31, 2022, we had not generated

any revenue from the rich media patents.

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processor and one United States patent that relates to coordinating direct bus communications between subsystems in an assigned channel.

In March 2016, we entered into a funding agreement

whereby a third party agreed to provide funds to us to enable us to implement a structured licensing program, including litigation if

necessary, for the Power Management/Bus Control Portfolio and engaged counsel on a partial contingency basis in connection with a proposed

patent infringement action relating to the Power Management/Bus Control.

Under the funding agreement, the third party received an interest

in the proceeds from the program.

The funding agreement was terminated in 2022.

Following the execution of the funding agreement

and partial contingency agreement with counsel, in April 2016, Semcon IP Inc.

brought patent infringement suits in the United States District

Court for the Eastern District of Texas against Huawei Technologies, MediaTek Inc., STMicroelectronics Inc., Texas Instruments Incorporated

and ZTE Corporation.

As of December 31, 2018, these actions had been settled and dismissed.

In May 2018, Semcon brought patent infringement

actions in the United States District Court for the Eastern District of Texas against AsusTeK Computer Inc., TCT Mobile International

al., LVMH Moet Hennessy Louis Vuitton, SE, and Shenzhen OnePlus Science & Technology Co., Ltd.

The AsusTeK Computer Inc., TCT Mobile International

al., LVMH Moet Hennessy Louis Vuitton, SE, and Shenzhen OnePlus Science & Technology Co., Ltd., actions were settled in

2020 and our revenue for 2020 includes revenue from these settlements.

We did not generate revenue from the Power Management/Bus Control

Portfolio in 2021 and we do not anticipate allocating further resources to its monetization.

We did not generate revenue from the Power Management/Bus

Control Portfolio in 2022 or 2021, and we do not anticipate allocating further resources to its monetization.

Diode on Chip Portfolio

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As of December

31, 2021, we did not generate any revenue from this portfolio.

31, 2022, we had not generated any revenue from the Diode on Chip portfolio.

CXT Portfolio

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and Neiman Marcus Group Ltd.

were resolved in 2020 and revenue for 2020 includes revenue

from any related settlements.

were resolved in 2020.

In 2021, the HCL matter was settled and dismissed

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the year ended December 31, 2021 includes revenue from the resolution of these matters.

We did not generate revenue from the CXT Portfolio

in 2022, and we do not anticipate allocating further resources to monetization of the CXT Portfolio.

CMOS Portfolio

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on January 26, 2018.

We did not generate revenue from the CMOS Portfolio

in 2021 or 2020.

We did not generate revenue from the CMOS Portfolio in 2022 or 2021,

and we do not anticipate allocating further resources to its monetization.

M-RED Portfolio

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all actions were settled and dismissed and revenue for the year ended December 31, 2020 incudes revenue from settlements.

In March 2021, M-RED brought patent infringement suits in the U.S.

District for the Eastern District of Texas against Nintendo Co., Ltd., Mitsubishi Electric Corporation and Xiaomi Corporation et.

In March 2021, M-RED brought patent infringement

suits in the U.S.

District for the Eastern District of Texas against Nintendo Co., Ltd., Mitsubishi Electric Corporation and Xiaomi Corporation

In April 2021, the case against Nintendo Co., Ltd.

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In August 2021, M-Red Inc.

brought a patent infringement

suit in the U.S.

brought a patent

infringement suit in the U.S.

District for the Eastern District of Texas against OnePlus Technology (Shenzhen) Co., Ltd.

In September 2021, M-RED Inc.

2021, M-RED Inc.

brought patent infringement suits in the U.S.

District for the Eastern District of Texas against ASRock Inc., Biostar Microtech International

Corp., Giga-Byte Technology Co., Ltd.

District for the Eastern District of Texas against ASRock Inc., Biostar

Microtech International Corp., Giga-Byte Technology Co., Ltd.

and Micro-Star International Co.

As of December 31, 2021 the action against Giga-Byte Technology

has been stayed pending settlement.

The actions against Mitsubishi Electric Corporation,

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revenue from any related settlements.

The actions against Xiaomi Corporation et.

al., OnePlus Technology (Shenzhen) Co., Ltd., Biostar

Microtech International Corp., and Giga-Byte Technology Co., Ltd.

were resolved in 2022 and our revenue for the year ended December 31,

2022 includes revenue from any related settlements.

We do not anticipate allocating further resources to monetization of the M-RED Portfolio.

Audio Messaging Portfolio

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and Beijing Xiaomi Software Co., Ltd.

Those actions were resolved in 2022, and our revenue for the year ended December 31, 2022 includes

revenue from related settlements.

Peregrin Portfolio

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from any related settlements.

We did not generate revenue from the Peregrin Portfolio in 2022.

Taasera Portfolio

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District for the Eastern District of Texas against Trend Micro Incorporated.

In February 2022, TLL brought patent infringement

suits in the U.S.

District for the Eastern District of Texas against Checkpoint Software Technologies Ltd.

In March 2022, Trend Micro, Inc.

a complaint against TLL in the U.S.

District for the Western District of Texas seeking declaratory judgement of non-infringement of the

patents in suit.

In February 2022, TLL brought patent infringement suits in the U.S.

District for the Eastern District of Texas against

Checkpoint Software Technologies Ltd.

and Palo Alto Networks, Inc.

In March 2022, TLL voluntarily dismissed, without prejudice, the action

against Palo Alto Networks, Inc.

In March 2022, Palo Alto Networks, Inc.

filed a complaint against TLL and the Company in the U.S.

for the Southern District of New York seeking declaratory judgement of non-infringement of the patents in suit.

In May 2022, Trend Micro

filed a motion with the Panel on Multidistrict Litigation seeking to have the pending actions consolidated into a centralized multidistrict

litigation for pretrial proceedings.

In August 2022, the Judicial Panel on Multidistrict Litigation consolidated all actions in the U.S.

District for the Eastern District of Texas.

In October 2022, TLL brought patent infringement suits in the U.S.

District for the Eastern

District of Texas against Fortinet, inc., Crowdstrike, Inc.

et.al., and Musarubra US, LLC.

Soundstreak Portfolio

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industries, the drone/remote capture industry, the teleconferencing industry, and more.

In August 2021, STX brought a patent infringement suit in the U.S.

In August 2021, STX brought a patent infringement

suit in the U.S.

District for the Eastern District of Texas against Yamaha Corporation and Steinberg Media Technologies GMBH.

In September 2021, STX brought

patent infringement suits in the U.S.

District for the Eastern District of Texas against Sony Group Corporation, Panasonic Corporation,

Olympus Corporation and Nikon Corporation.

2021, STX brought patent infringement suits in the U.S.

District for the Eastern District of Texas against Sony Group Corporation, Panasonic

Corporation, Olympus Corporation and Nikon Corporation.

In March 2022, STX brought a patent infringement suit in the U.S.

the Eastern District of Texas against Parrot SA, Delair SAS, Drone Volt, SA, EHang Holdings Limited and Flyability SA.

The actions against Sony Group Corporation, Panasonic

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revenue from any related settlements.

In March 2022, STX brought a patent infringement suit in the U.S.

for the Eastern District of Texas against Parrot SA, Delair SAS, Drone Volt, SA, EHang Holdings Limited and Flyability SA.

The matters against Yamaha Corporation, Steinberg Media Technologies GMBH, Parrot SA, Drone Volt,

SA, Flyability SA and Delair SAS were resolved in 2022 and revenue for the year ended December 31, 2022 includes revenue from any related

Multimodal Media Portfolio

Acquired by the our wholly owned subsidiary, Multimodal

Media LLC (“MML”) in October 2021, the Multimodal Media portfolio consists of ten United States patents and one pending application

which generally relate to systems and methods of recording and sending interactive messages and voice messages using mobile devices, as

well as completing a communication after an incomplete call (the “Multimodal Media Portfolio”).

Acquired by our wholly owned subsidiary, Multimodal

Media LLC (“MML”), the Multimodal Media portfolio consists of fifteen United States patents and one pending application which

generally relate to systems and methods of recording and sending interactive messages and voice messages using mobile devices, as well

as completing a communication after an incomplete call (the “Multimodal Media Portfolio”).

MML advanced $642,000 at closing

pursuant to an agreement with Aawaaz Inc.

Under the agreement, MML retains an amount equal to the purchase price plus

any fees incurred out of net proceeds, as defined in the agreement, after which AI is entitled to a percentage of further net proceeds

realized, if any.

pursuant to an agreement, as amended, with Aawaaz Inc.

Under the agreement, MML retains an amount equal to the purchase

price plus any fees incurred out of net proceeds, as defined in the agreement, after which AI is entitled to a percentage of further net

proceeds realized, if any.

The Multimodal Media Portfolio was originally

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District for the Eastern District of Texas against ZTE Corporation and Guangdong OPPO Mobile Telecommunications Corp.,

In November 2022, MML brought patent infringement suits in the U.S.

District for the Eastern District of Texas against Samsung Electronics

et al and TCL Technology Group Corporation et al.

LS Cloud Storage Portfolio

We acquired this portfolio through our acquisition

of all of the issued and outstanding equity interests of LS Cloud Storage Technologies LLC (“LSC”) in November 2021, the LS

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

Acquired through our acquisition of all of the

issued and outstanding equity interests of LS Cloud Storage Technologies LLC (“LSC”) in November 2021, the LS Cloud Portfolio

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

In March 2022, LSC brought patent infringement

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and Amazon.com,

In November 2022, Google LLC filed a petition before the patent trial and appeal board for inter partes review of US Patent

Tyche Portfolio

Acquired in January 2022, the Tyche portfolio

consists of two United States patents and related assets relating generally to symmetric inducting devices incorporated in integrated

circuits and in particular to an integrated circuit having symmetric inducting device with a ground shield.

In May 2022, Tyche brought patent infringement

suits in the U.S.

District for the Eastern District of Texas against MediaTek Inc., Realtek Semiconductor Corporation, Texas Instruments

Incorporated, Infineon Technologies AG and STMicroelectronics NV et.

In May 2022, Tyche voluntarily dismissed, without prejudice,

the action against STMicroelectronics NV et .al.

In May 2022, STMicroelectronics, Inc.

filed an action for declaratory judgement of non-infringement

District for the Northern District of Texas, the action was dismissed without prejudice in July 2022.

In September 2022, the

action against Texas Instruments Incorporated was dismissed with prejudice.

As of December 31, 2022 the actions against MediaTek Inc.

and Infineon Technologies AG were stayed pending settlement.

Deepwell Portfolio

Acquired in January 2022, the Deepwell portfolio

consists of 12 United States patents and related assets (“Deepwell Portfolio”).

Certain of the patents relate generally to

the manufacture and operation of integrated circuits.

More particularly, embodiments of the present invention relate to:

1) selectively

coupling Voltage feeds to body bias Voltage in an integrated circuit device;

2) routing body-bias voltage to the MOSFETS (metal oxide

semiconductor field effect transistors).

Certain other patents in the portfolio relate generally to method

and system for conservatively managing store capacity available to a processor issuing stores including but not limited to the utilization

of a counter mechanism, whereas the counter mechanism is incremented or decremented based on the occurrence of particular events

EDI Portfolio

In July 2022, EDI acquired, via assignment from

Ioli Trust, all right title and interest to a portfolio of five United States patents and related applications relating to a

system and method for controlling vehicles and for providing assistance to operated vehicles (“EDI Portfolio”) for a purchase

price consisting of 50% of the net proceeds resulting from monetization of the EDI Portfolio.

HPE Portfolio

Acquired in July 2022 pursuant to an agreement

with Hewlett Packard Enterprise Development LP and Hewlett Packard Enterprise Company, the HPE portfolio consists of eight United States

Patents across five patent families which relate generally to systems and methods around hardware, software and system security and capabilities

(“HPE Portfolio”).

We requested and received a capital advance from QFL in the amount of $350,000, which was used to make

payment of the purchase price pursuant to the terms of the purchase agreement.

We encounter and expect to continue to encounter

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Entities such as Acacia Research

Corporation, Document Security Systems, Inc., Intellectual Ventures, Quarterhill Inc., Conversant Intellectual Property Management Inc.,

VirnetX Holding Corporation, Network-1 Security Solutions, Interdigital, Inc., IPValue Management Inc., Pendrell Corporation, Inventergy

Global, Inc., Netlist Inc., Parkervision Inc., Walker Innovation, Inc., Daedalus Group LLC and others derive all or a substantial portion

of their revenue from intellectual property monetization activities, and we expect more entities to enter the market.

Most of our competitors

have longer operating histories and significantly greater financial resources and personnel than we have.

Corporation, Document Security Systems, Inc., Intellectual Ventures, Quarterhill Inc., MOSAID Technologies Inc., VirnetX Holding Corporation,

Network-1 Security Solutions, Interdigital, Inc., IPValue Management Inc., Pendrell Corporation, Inventergy Global, Inc., Netlist Inc.,

Parkervision Inc., Walker Innovation, Inc., Daedalus Group LLC, Netlist Inc.

and others derive all or a substantial portion of their revenue

from intellectual property monetization activities, and we expect more entities to enter the market.

Most of our competitors have longer

operating histories and significantly greater financial resources and personnel than we have.

We also compete with venture capital firms, strategic

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financial data, mobile data, Turtle Pak, anchor structure, power management/bus control, diode on chip, rich media, CXT, CMOS, M-RED,

Audio Messaging, Peregrin, Taasera, Soundstreak, Multmodal Media and LS Cloud.

The following table sets forth information concerning our

patents and other intellectual property.

Each patent or other intellectual property right listed in the table below that has been granted

is publicly accessible on the Internet website of the U.S.

Audio Messaging, Peregrin, Taasera, Soundstreak, Multmodal Media, LS Cloud, Tyyche, Deepwell, EDI and HPE.

The following table sets forth

information concerning our patents and other intellectual property.

Each patent or other intellectual property right listed in the table

below that has been granted is publicly accessible on the Internet website of the U.S.

Patent and Trademark Office at www.uspto.gov.

In the table below, the

anchor structure portfolio is referred to as Mariner, the power management/bus control portfolio is referred to as Semcom, the diode on

chip portfolio is referred to as IC, the Audio Messaging portfolio is referred to as AMI, the Peregrin portfolio is referred to as PLL,

the Taasera portfolio is referred to as TLL, the Soundstreak portfolio is referred to as STX, the Multimodal Media portfolio is referred

to as MML and the LS Cloud portfolio is referred to as LSC.

Issue / Publication

Financial Data

the table below, the anchor structure portfolio is referred to as Mariner, the power management/bus control portfolio is referred to as

Semcom, the diode on chip portfolio is referred to as IC, the Audio Messaging portfolio is referred to as AMI, the Peregrin portfolio

is referred to as PLL, the Taasera portfolio is referred to as TLL, the Soundstreak portfolio is referred to as STX, the Multimodal Media

portfolio is referred to as MML, the LS Cloud portfolio is referred to as LSC, the Tyche portfolio is referred to as Tyche, the Deepwell

portfolio is referred to as DIP, the EDI portfolio is referred to as EDI, and the HPE portfolio is referred to as HPE.

Issue / Publication Date

Programmable multiple company credit card system

9 unchanged sentences

Adaptive power control

Issue / Publication

Adaptive power control

4 unchanged sentences

Adaptive power control

Issue / Publication Date

Reexam Certificate

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Product exchange system

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

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

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

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

Automated and independently accessible inventory information exchange system

1 unchanged sentence

Automated and independently accessible inventory information exchange system

Issue / Publication Date

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

Issue / Publication

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

16 unchanged sentences

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

Issue / Publication Date

Single sign-on for access to a central data repository

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

Issue / Publication

Single sign-on for access to a central data repository

24 unchanged sentences

CMOS image sensor and manufacturing method thereof

Issue / Publication Date

Taiwanese Patent

6 unchanged sentences

Solid state ccd image sensor having a light shielding layer

Issue / Publication

Korean Patent

15 unchanged sentences

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

Issue / Publication Date

Oscillator circuit controlled by programmable logic

5 unchanged sentences

Programmable Logic Device Including Bi-Directional Shift Register

Issue / Publication

Multiport non-blocking high capacity atm and packet switch

9 unchanged sentences

Precision automatic gain control circuit

Issue / Publication Date

Automatic gain control system and method for a ZIF architecture

6 unchanged sentences

Bond Pad Structure And Its Method Of Fabricating

Issue / Publication

Method of programming PLDs using a wireless link

7 unchanged sentences

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

Issue / Publication Date

Stacking system and method

9 unchanged sentences

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

Issue / Publication

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

5 unchanged sentences

Stackable ball grid array module and method

Issue / Publication Date

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

12 unchanged sentences

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

Issue / Publication

Japanese Patent

7 unchanged sentences

System and method for associating audio clips with objects

Issue / Publication Date

US Patent Application

8 unchanged sentences

Apparatus processing phone calls

Issue / Publication

System and method for application attestation

1 unchanged sentence

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

Systems and methods for providing

Mobile security based on dynamic

Systems and methods for providing Mobile security based on dynamic Attestation

Systems and methods for orchestrating runtime operational integrity

3 unchanged sentences

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

Issue / Publication Date

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

1 unchanged sentence

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

Issue / Publication

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

Korean Patent

20,090,075,861

On demand virus scan

14 unchanged sentences

Expanded membership access control in a collaborative environment

Issue / Publication Date

European Patent

1 unchanged sentence

Rules based actions for mobile device management

System security agent authentication and alert distribution

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

1 unchanged sentence

Method and Apparatus for Remote Digital Content Monitoring and Management

US Application

Method and Apparatus for Remote Digital Content Monitoring and Management

Issue / Publication

Techniques for combining voice with wireless text short message services

8 unchanged sentences

Multi-Gesture Media Recording System

US Application

Multi-gesture Media Recording System

Issue / Publication Date

Method and system for communicating a data file over a network

Method and system for communicating a data file

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

2 unchanged sentences

Data Sharing Using Distributed Cache in a Network of Heterogeneous Computers

Subject to any terminal disclaimer or patent term extension

Automated highway system

US Application

Automated highway system

Symmetric inducting device for an integrated circuit having a ground shield

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

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

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

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

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

Issue / Publication Date

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

Sub-surface region with diagonal gap regions

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

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

Apparatus and method for integrated circuit power management

VIDEO-ENABLED COMMUNITY BUILDING

Method Of Identifying Software Vulnerabilities On A Computer System

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

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

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

System And Method For Reflashing Disk Drive Firmware

Ip-based Enhanced Emergency Services Using Intelligent Client Devices

* Subject to any terminal disclaimer

Research and Development

We did not incur research and development expenses

during 2021 or 2020.

during 2022 or 2021, since research and development are not part of our business.

Consulting Contracts

3 unchanged sentences

Pursuant 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 vested in full

immediately upon issuance and a ten-year option to purchase a total of 30,000,000 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 our common stock on the OTCQB

which occurred on May 7, 2021.

shares at an exercise price of $0.03 per share, becoming exercisable on the first day on which we file with the SEC a Form 10-K or Form

10-Q which stockholders’ equity of at least $5,000,000, and

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.

Pursuant to the agreement with the third consultant, the compensation

payable to him 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 which became exercisable on February 22, 2022, which was the first anniversary of the

date of the agreement;

shares at an exercise price of $0.03 per share upon the second anniversary of the date of the agreement;

shares at an exercise price of $0.05 per share upon the third anniversary of the date of the agreement.

the compensation payable to each of them consists of a restricted stock grant of 100,000 shares of Common Stock which vested in full immediately

upon issuance and a ten-year option to purchase a total of 300,000 shares of Common Stock, which become exercisable cumulatively as follows:

● 100,000 shares at an exercise price of $1.00 per share becoming

exercisable upon the commencement of trading of our common stock on the OTCQB which occurred on May 7, 2021.

● 100,000 shares at an exercise price of $3.00 per share, becoming

exercisable on the first day on which we file with the SEC a Form 10-K or Form 10-Q which stockholders’ equity of at least $5,000,000,

● 100,000 shares at an exercise price of $5.00 per share becoming

exercisable on the date on which the Common Stock is listed for trading on the Nasdaq Stock Market or the New York Stock Exchange.

Pursuant to the agreement with the third consultant,

the compensation payable to him consists of a restricted stock grant of 100,000 shares of Common Stock which immediately vests in full

and a ten-year option to purchase 300,000 shares of Common Stock, which becomes exercisable cumulatively as follows:

● 100,000 shares at an exercise price of $1.00 per share which

became exercisable on February 22, 2022, which was the first anniversary of the date of the agreement;

● 100,000 shares at an exercise price of $3.00 per share which

became exercisable on February 22, 2023, which was the second anniversary of the date of the agreement;

● 100,000 shares at an exercise price of $5.00 per share upon

the third anniversary of the date of the agreement.

As of March 31, 2023, we have no employees other

than our two officers, only one of whom, Mr.

Jon Scahill, our chief executive officer and president, is full time.

Our employees

are not represented by a labor union, and we consider our employee relations to be good.

than our chief executive officer, Mr.

Our employee is not represented by a labor union, and we consider our employee relations

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-K

Item 1. Business