What changed in this filing

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Item 1A. Risk Factors

2026-03-30 compared with 2025-03-26 · 368 added, 372 removed, 335 unchanged (69% of the section changed)

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million, and our losses are continuing.

Although we generated net income in 2023, of approximately $2.3 million on revenues of approximately

$13.2 million, the revenue and net income resulted from one-time, paid-up licenses in consideration for the grant of certain intellectual

property rights for patented technologies owned or controlled by our operating subsidiaries as part of the settlement of patent infringement

lawsuits, and we cannot assure you that we will generate any significant revenue or net income in the future.

Our total assets were approximately

$3,541,000 at December 31, 2024, of which approximately $2,558,000 represented the book value of patents we acquired from Tower in March

At December 31, 2024, we had a working capital deficiency of approximately $11,536,000.

Our total assets were approximately $10,400,000 at December 31, 2025, of which approximately

$7,733,000 represented the net book value of patents we acquired from Monterey in April of 2025.

At December 31, 2025, we had a working

capital deficiency of approximately $27,200,000.

Our independent auditors have included a substantial

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of our history of losses, deficiency in stockholders’ equity, working capital deficiency and the uncertainty of generating revenues

in the future, our independent auditors have included a substantial doubt going concern explanatory paragraph in their report on our financial

statements for the year ended December 31, 2024.

in the future, our independent auditors have included a substantial doubt going concern explanatory paragraph in their report on our

financial statements for the year ended December 31, 2025.

We require significant funding in order to

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Our business requires substantial funding to evaluate and acquire intellectual property rights and to develop

and implement programs to monetize our intellectual property rights, including the prosecution of any litigation necessary to enable us

to monetize our intellectual property rights.

and implement programs to monetize our intellectual property rights, including the prosecution of any litigation necessary to enable

us to monetize our intellectual property rights.

Our failure to develop and implement these programs could both jeopardize our relationships

under our existing agreements and could inhibit our ability to generate new business, either through the acquisition of intellectual property

rights or through exclusive management agreements.

We cannot be profitable unless we are able to obtain the funding necessary to develop

our business, including litigation to monetize our intellectual property, and to pay our ongoing expenses, including compensation to our

chief executive officer, which is $667,500 for 2025, as well as professional expenses and other public company expenses.

Although we have

agreements with QFL and QF3 which provide a funding to acquire intellectual property rights, QFL or QF3 must approve any intellectual

property we acquire and, if QFL or QF3 does not fund an intellectual property acquisition, we may not be able to acquire and monetize

the intellectual property.

under our existing agreements and could inhibit our ability to generate new business, either through the acquisition of intellectual

property rights or through exclusive management agreements.

We cannot be profitable unless we are able to obtain the funding necessary

to develop our business, including litigation to monetize our intellectual property, and to pay our ongoing expenses, including compensation

to our chief executive officer, which is $600,000 for 2026, as well as professional expenses and other public company expenses.

we have agreements with QF3 which provide a funding to acquire intellectual property rights, QF3 must approve any intellectual property

we acquire and, if QF3 does not fund an intellectual property acquisition, we may not be able to acquire and monetize the intellectual

QF3 has not approved any intellectual property acquisition, and we cannot assure you that it will provide additional intellectual

property acquisition financing.

We cannot assure you that we will be able to obtain necessary funding or to develop our business.

The terms of our agreements with QF3, QFL and

Intelligent Partners may make it difficult for us to generate cash flow from our operations .

We have an agreement with QF3 pursuant

to which QF3 agreed to make available to us a financing facility of (i) up to $25,000,000 for the acquisition of mutually agreed patent

rights that the Company intends to monetize:

(ii) up to $4,334,000 for operating expenses from which the Company may, at its discretion,

draw up to $500,000 per calendar quarter, of which we have drawn down $4,334,000 as of December 31, 2024, and (iii) $3,300,000 which was

used to fund purchase of a patent portfolio from Tower.

Although we have paid QFL the money due QFL, QFL continues to have an interest

in the cash flow from patents financed by QFL.

Pursuant to the QFL and QF3 agreements, QFL and QF3 receive all proceeds payable to us

from the monetization of those patents which have been financed by QFL and QF3, respectively, until QFL and QF3 have received their respective

negotiated rate of return, then we and QFL and QF3, respectively, share equally in the proceeds from monetization until QFL and QF3, have

received their respective investment return and thereafter we receive all of the net proceeds.

Pursuant to our restructure agreement with

Intelligent Partners, we have an obligation to pay TMPO totaling $2,805,000.

Under our amended monetization proceeds agreements with Intelligent

Partners, we pay Intelligent Partners 60% of the net monetization proceeds from associated intellectual property portfolios.

until we have paid Intelligent Partners a total of $2,805,000 under all of the monetization proceeds agreements, for net proceeds between

$0 and $1,000,000 we are to pay Intelligent Partners 10% of the net proceeds realized from new assets acquired by us, provided, that,

if, in any calendar quarter, our net proceeds realized exceed $1,000,000, Intelligent Partner’s entitlement for that quarter shall

increase to 30% on the portion of net proceeds in excess of $1,000,000 but less than $3,000,000, and if in the same calendar quarter,

net proceeds exceed $3,000,000, Intelligent Partners’ entitlement for that quarter shall increase to 50% on the portion of net proceeds

in excess of $3,000,000.

These payments come from our share of the proceeds after QFL and QF3 have recovered their negotiated rate of

return, respectively.

In these agreements, the monetization proceeds is determined after payment of contingent legal fees and certain

other expenses, including payments due by us to as part of the purchase price for intellectual property rights.

We cannot assure you that,

as a result of these provisions, that we will generate any meaningful cash flow from the intellectual property we acquire.

generate sufficient cash flow from our monetization activities, we may not be able to fund our operations or continue in business.

We are dependent upon our chief executive officer .

We are dependent upon Jon Scahill, our chief executive officer and president and sole full-time employee, for all aspects of our business

including locating, evaluating and negotiating and performing due diligence with respect to intellectual property rights from the owners,

managing our intellectual property portfolios, engaging in licensing activities and monetizing the rights through licensing and managing

and monitoring any litigation with respect to our intellectual property as well as defending any actions by potential licensees seeking

a declaratory judgment that they do not infringe.

agreement with QPRC Finance covers the purchase of the patent portfolio from Monterey and does not provide for the funding of other intellectual

property rights

The terms of our agreements with QPRC Finance,

QF3, QFL and Intelligent Partners may make it difficult for us to generate cash flow from our operations .

We have an agreement with

QF3 pursuant to which QF3 agreed to make available to us a financing facility of (i) up to $25,000,000 for the acquisition of mutually

agreed patent rights that the Company intends to monetize:

(ii) up to $4,334,000 for operating expenses from which the Company may, at

its discretion, draw up to $500,000 per calendar quarter, of which we have drawn down $4,334,000 as of December 31, 2025, and (iii) $3,300,000

which was used to fund purchase of a patent portfolio from Tower.

We have an agreement with QPRC Financing pursuant to which QPRC Finance

advanced us $9,000,000 for the purchase of the patent portfolio form Monterey and of up to $3,000,000 for operating expenses, of which

approximately $1,500,000 has been drawn down as of December 31, 2025, up to $7,500,000 for patent enforcement costs, including legal

fees subject to budget limitations to be agreed upon in connection with the monetization of the Monterey portfolio, of which approximately

$4,054,000 has been advanced by QPRC Finance.

Although we have paid QFL the money due QFL, QFL continues to have an interest in the cash

flow from patents financed by QFL.

Pursuant to the QPRC Finance, QF3 and QFL agreements, QPRC Finance, QF3 and QFL receive all proceeds

payable to us from the monetization of those patents which have been financed by QFL and QF3, respectively, until QPRC Finance, QF3 and

QFL have received their respective negotiated rate of return, then we and QPRC Finance.

QF3 and QFL, respectively, share in the proceeds

from monetization as provided in the respective agreements.

Pursuant to our restructure agreement with Intelligent Partners, we have

an obligation to pay TMPO totaling $2,805,000.

Under our amended monetization proceeds agreements with Intelligent Partners, we pay Intelligent

Partners 60% of the net monetization proceeds from associated intellectual property portfolios.

Further, until we have paid Intelligent

Partners a total of $2,805,000 under all of the monetization proceeds agreements, for net proceeds between $0 and $1,000,000 we are to

pay Intelligent Partners 10% of the net proceeds realized from new assets acquired by us, provided, that, if, in any calendar quarter,

our net proceeds realized exceed $1,000,000, Intelligent Partner’s entitlement for that quarter shall increase to 30% on the portion

of net proceeds in excess of $1,000,000 but less than $3,000,000, and if in the same calendar quarter, net proceeds exceed $3,000,000,

Intelligent Partners’ entitlement for that quarter shall increase to 50% on the portion of net proceeds in excess of $3,000,000.

These payments come from our share of the proceeds after QPRC Finance, QF3 and QFL have recovered their negotiated rate of return, respectively.

Thereafter, we receive our share of the proceeds as provided in the respective agreements.

We cannot assure you that, as a result of

these provisions, that we will generate any meaningful cash flow from the intellectual property we acquire.

If we do not generate sufficient

cash flow from our monetization activities, we may not be able to fund our operations or continue in business.

We are dependent upon our chief executive

We are dependent upon Jon Scahill, our chief executive officer and president and sole full-time employee, for all aspects

of our business including locating, evaluating and negotiating and performing due diligence with respect to intellectual property rights

from the owners, managing our intellectual property portfolios, engaging in licensing activities and monetizing the rights through licensing

and managing and monitoring any litigation with respect to our intellectual property as well as defending any actions by potential licensees

seeking a declaratory judgment that they do not infringe.

The loss of Mr.

Scahill would materially impair our ability to conduct our business.

Scahill would materially impair our ability to conduct our

Although we have an employment agreement with Mr.

Scahill, the employment agreement does not ensure that Mr.

Scahill will remain with

Any equity funding we obtain may

result in significant dilution to our stockholders .

Because of our financial position, our continuing losses, our negative working

capital from operations, and our low stock price, we do not expect that we will be able to obtain any debt financing for our operations.

Our stock price has generally been trading at a price which is less than $1.00 per share for more than the past two years.

it will be very difficult for us to raise funds in the equity markets.

However, in the event that we are able to raise funds in the equity

market, the sale of shares would result in significant dilution to the present stockholders, and even a modest equity investment could

result in the issuance of a very significant number of shares.

Scahill will remain

Any equity funding we obtain may result in

significant dilution to our stockholders .

Because of our financial position, our continuing losses, our negative working capital

from operations, our low stock price and the lack of revenue for the year ended December 31, 2025, we do not expect that we will be able

to obtain any debt financing for our operations.

Our stock price has generally been trading at a price which is less than $1.00 per share

for more than the past two years.

As a result, it will be very difficult for us to raise funds in the equity markets.

However, in the

event that we are able to raise funds in the equity market, the sale of shares would result in significant dilution to the present stockholders,

and even a modest equity investment could result in the issuance of a very significant number of shares.

We may be subject to cybersecurity risks .

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may result is a breach of privacy laws.

The substantial level of harm that could occur to us and those with whom we conduct business were

we to suffer impacts of a material cybersecurity incident requires us to maintain robust governance and oversight of these risks and to

implement mechanisms, controls, technologies, and processes designed to help us assess, identify, and manage these risks.

The substantial level of harm that could occur to us and those with whom we conduct business

were we to suffer impacts of a material cybersecurity incident requires us to maintain robust governance and oversight of these risks

and to implement mechanisms, controls, technologies, and processes designed to help us assess, identify, and manage these risks.

While we have not, as of the date of this annual

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or making payments to obtain access to our computer systems, or taking other remedial steps with respect to third parties.

We cannot assure

you that the steps we are taking will not be successful in preventing a cybersecurity breach, that we will not suffer cybersecurity breaches

or that we will not incur significant expenses in seeking to deal with the consequences of any attempted or successful cybersecurity breaches

or that, if we suffer a material cybersecurity breach that we will be able to continue in business following such breach.

assure you that the steps we are taking will not be successful in preventing a cybersecurity breach, that we will not suffer cybersecurity

breaches or that we will not incur significant expenses in seeking to deal with the consequences of any attempted or successful cybersecurity

breaches or that, if we suffer a material cybersecurity breach that we will be able to continue in business following such breach.

Risks Relating to Monetizing our Intellectual

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If we are not successful in patent litigation,

the defendants may seek to have the court award attorneys’ fees to them against us which could result in the bankruptcy of the plaintiff

subsidiary and may result in a default under our agreements with QFL and QF3 .

The United States patent laws provide that “the

court in exceptional cases may award reasonable attorney fees to the prevailing party.” Although the patents are owned by our subsidiaries

and any judgment would be awarded against the subsidiaries, the subsidiaries have no assets other than the patent rights.

sources for our patent litigation do not provide for the funding source to pay any judgment against us.

Thus, if any defendants obtain

a judgment against one of our subsidiaries, they may seek to enforce their judgment against the patents owned by the subsidiary or seek

to put the subsidiary into bankruptcy and acquire the patents in the bankruptcy proceeding.

As a result, it is possible that an adverse

verdict in a petition for legal fees could result in the loss of the patents owned by the subsidiary and a default under our agreements

with QFL and QF3.

the defendants may seek to have the court award attorneys’ fees to them against us which could result in the bankruptcy of the

plaintiff subsidiary and may result in a default under our agreements with QPRC Finance, QF3 and QFL .

The United States patent laws

provide that “the court in exceptional cases may award reasonable attorney fees to the prevailing party.” Although the patents

are owned by our subsidiaries and any judgment would be awarded against the subsidiaries, the subsidiaries have no assets other than

the patent rights.

Our funding sources for our patent litigation do not provide for the funding source to pay any judgment against us.

Thus, if any defendants obtain a judgment against one of our subsidiaries, they may seek to enforce their judgment against the patents

owned by the subsidiary or seek to put the subsidiary into bankruptcy and acquire the patents in the bankruptcy proceeding.

it is possible that an adverse verdict in a petition for legal fees could result in the loss of the patents owned by the subsidiary and

a default under our agreements with QPRC Finance, QF3 and QFL.

Our inability to acquire intellectual property

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to develop patentable technology by ourselves.

Thus, we need to depend on acquiring rights to intellectual property and intellectual property

portfolios from third parties on an ongoing basis.

In acquiring intellectual property rights, there are delays in (i) identifying the

intellectual property which we may want to acquire, (ii) negotiating an agreement with the owner or holder of the intellectual property

Thus, we need to depend on acquiring rights to intellectual property and intellectual

property portfolios from third parties on an ongoing basis.

In acquiring intellectual property rights, there are delays in (i) identifying

the intellectual property which we may want to acquire, (ii) negotiating an agreement with the owner or holder of the intellectual property

rights, (iii) obtaining a financing source to enable us to acquire the intellectual property rights, and (iv) generating revenue from

those intellectual property rights which we acquire.

During these periods, we will continue to incur expenses with no assurance that we

will generate revenue.

We currently hold intellectual property portfolios from which we have not generated any revenue to date, and we

cannot assure you that we will generate revenue from our existing intellectual property portfolios or any additional intellectual properties

which we may acquire.

During these periods, we will continue to incur expenses with no assurance that

we will generate revenue.

We currently hold intellectual property portfolios from which we have not generated any revenue to date, and

we cannot assure you that we will generate revenue from our existing intellectual property portfolios or any additional intellectual

properties which we may acquire.

We may be unable to enforce our intellectual

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our litigation.

We cannot assure you that QF3 or any other funding source provide us the any necessary funding, and the failure to obtain

such funding will impair our ability to monetize our intellectual property portfolio or continue in business.

We cannot assure you that QPRC Finance, QF3 or any other funding source, including affiliates of QPRC Finance, QF3 and

QFL, will provide us the any necessary funding, and the failure to obtain such funding will impair our ability to monetize our intellectual

property portfolio or continue in business.

Because we need to rely on third-party funding

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sources of the value of our intellectual property .

Because we do not have funds to pursue litigation to enforce our intellectual property

rights, we are dependent upon the valuation which potential funding sources, which currently is QF3, give to our intellectual property

or any intellectual property we may acquire.

In determining whether to provide funding for intellectual property litigation, the funding

sources need to make an evaluation of the strength of our patents, the likelihood of success, the nature of the potential defendants and

a determination as to whether there is a sufficient potential recovery to justify a significant investment in intellectual property litigation.

Typically, such funding sources receive a percentage of the recovery after litigation expenses, and seek to generate a sufficient return

on investment to justify the investment.

Under our agreements with QFL and QF3, QFL and QF3 are allocated all of the net proceeds (after

allowable expenses), respectively, until it has received a negotiated return.

QFL is no longer providing us with funding for intellectual

property acquisitions but it retains its interest in the assets it funded.

Unless QF3 or any other funding source believes that it will

generate a sufficient return on investment, it will not fund litigation.

If QF3 does not fund our acquisition or monetization of intellectual

property we propose to acquire, we cannot assure you that we will be able to negotiate funding agreements with third-party funding sources

on terms reasonably acceptable to us, if at all.

Because of our financial condition, we may only be able to obtain funding on terms which

are less favorable to us than we would otherwise be able to obtain.

Although we have a funding agreement with QF3,

there is no assurance that QF3 will provide funding for portfolios we are looking to acquire or that we will generate revenue from any

funded litigation .

Although the funding sources makes their evaluation as to the likelihood of success, patent litigation is very

uncertain, and we cannot assure you that we will obtain litigation funding or that, if we obtain litigation funding, we will be successful

or that any recovery we may obtain will generate any significant positive cash flow from operations for us.

Because QFL, QF3 and Intelligent Partners hold

a security interest in almost all of our intellectual property and the proceeds from our intellectual property, we may not be able to

raise funds through a debt financing .

Pursuant to our agreements with QFL, QF3 and Intelligent Partners, we granted them a security

interest in the stock of our subsidiaries that hold the intellectual property covered by their agreements and in the proceeds from the

monetization of such intellectual property.

The inability to grant a security interest in these assets to a new lender, as well as our

financial condition in general, is likely to materially impair our ability to obtain debt financing for our operations, and may also impair

our ability to obtain financing to acquire additional intellectual property rights.

Because we do not have funds to pursue litigation to enforce our intellectual

property rights, we are dependent upon the valuation which potential funding sources, which currently is QF3, give to our intellectual

property or any intellectual property we may acquire.

In determining whether to provide funding for intellectual property litigation,

the funding sources need to make an evaluation of the strength of our patents, the likelihood of success, the nature of the potential

defendants and a determination as to whether there is a sufficient potential recovery to justify a significant investment in intellectual

property litigation.

Typically, such funding sources receive a percentage of the recovery, as defined in the particular agreements, and

seek to generate a sufficient return on investment to justify the investment.

Under our agreements with QPRC Finance, QF3 and QFL, these

funding sources are allocated all of the net proceeds (after allowable expenses), respectively, until they have received a negotiated

QFL is no longer providing us with funding for intellectual property acquisitions but it retains its interest in the assets it

funded and QPRC Finance’s obligations are limited to the Monterey portfolio.

Unless QF3 or any other funding source believes that

it will generate a sufficient return on investment, it will not fund litigation.

QF3 has not funded any intellectual property acquisition

since its initial funding, if QF3 does not fund our acquisition or monetization of intellectual property we propose to acquire, we cannot

assure you that we will be able to negotiate funding agreements with third-party funding sources on terms reasonably acceptable to us,

Because of our financial condition, we may only be able to obtain funding on terms which are less favorable to us than we

would otherwise seek to obtain.

Although we have a funding agreement with

QF3, there is no assurance that QF3 will provide funding for portfolios we are looking to acquire or that we will generate revenue from

any funded litigation .

Although the funding sources makes their evaluation as to the likelihood of success, patent litigation is

very uncertain, and we cannot assure you that we will obtain litigation funding or that, if we obtain litigation funding, we will be

successful or that any recovery we may obtain will generate any significant positive cash flow from operations for us.

Because QPRC Finance, QF3, QFL and Intelligent

Partners hold a security interest in almost all of our intellectual property and the proceeds from our intellectual property, we may

not be able to raise funds through a debt financing.

Pursuant to our agreements with QFL, QF3 and Intelligent Partners, we granted

them a security interest in the stock of our subsidiaries that hold the intellectual property covered by their agreements and in the

proceeds from the monetization of such intellectual property.

The inability to grant a security interest in these assets to a new lender,

as well as our financial condition in general, is likely to materially impair our ability to obtain debt financing for our operations,

and may also impair our ability to obtain financing to acquire additional intellectual property rights.

Because of our financial condition and our

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to the technology for which there is a strong market demand.

Potential acquisitions may present risks, and

we may be unable to achieve the financial or other goals intended at the time of any potential acquisition .

Our ability to grow depends,

in large part, on our ability to acquire interests in intellectual property, including patented technologies, patent portfolios, or companies

holding such patented technologies and patent portfolios.

Accordingly, we intend to seek to engage in acquisitions to expand our intellectual

property portfolios and we intend to continue to explore such acquisitions.

Such acquisitions are subject to numerous risks, including

the following:

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

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

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

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

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

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

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

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

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

Potential acquisitions may present risks,

and we may be unable to achieve the financial or other goals intended at the time of any potential acquisition .

Our ability to grow

depends, in large part, on our ability to acquire interests in intellectual property, including patented technologies, patent portfolios,

or companies holding such patented technologies and patent portfolios.

Accordingly, we intend to seek to engage in acquisitions to expand

our intellectual property portfolios and we intend to continue to explore such acquisitions.

Such acquisitions are subject to numerous

risks, including the following:

failure to have sufficient funding to enable us to make the acquisition, together with the

terms on which such funding is available, if at all;

failure to have sufficient personal to satisfy the seller that we have the personnel to monetize

the assets we propose to acquire;

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

inability to enter into a definitive agreement with respect to any potential acquisition,

or if we are able to enter into such agreement, our inability to consummate the potential

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

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

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

of our management’s attention from other business concerns, especially considering

that we have only one full-time employee/officer who is responsible for performing due diligence,

negotiating agreements, negotiating funding and implementing a monetization program;

failure, in our due diligence process, to identify significant issues, including issues with

respect to patented technologies and intellectual property portfolios, and other legal and

financial contingencies.

If we are unable to manage these risks and other

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negotiated, particularly in view of our financial condition and need to obtain financing for any payments we may be required to make.

As a result, we expect to incur significant operating expenses and may be required to obtain funding during the negotiations even if the

acquisition is ultimately not consummated.

As a result, we expect to incur significant operating expenses and may be required to obtain funding during the negotiations even if

the acquisition is ultimately not consummated.

Even if we are able to acquire particular intellectual property assets, there is no guarantee

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any intellectual property assets or, if consummated, proves to be unprofitable for us.

These higher costs could adversely affect our operating

These higher costs could adversely affect our

operating results.

If we acquire technologies that are in the

early stages of market development, we may be unable to monetize the rights we acquire .

We may acquire patents, technologies and other

intellectual property rights that are in the early stages of adoption in the commercial, industrial and consumer markets.

Demand for some

of these technologies will likely be untested and may be subject to fluctuation based upon the rate at which companies may adopt our intellectual

property in their products and services.

As a result, there can be no assurance as to whether technologies we acquire will have value

that we can monetize.

It may also be necessary for us to develop additional intellectual property and file new patent applications as

the underlying commercial market evolves, as a result of which we may incur substantial costs with no assurance that we will ever be able

to either file the new patent application or monetize our intellectual property.

We may acquire patents, technologies and

other intellectual property rights that are in the early stages of adoption in the commercial, industrial and consumer markets.

for some of these technologies will likely be untested and may be subject to fluctuation based upon the rate at which companies may adopt

our intellectual property in their products and services.

As a result, there can be no assurance as to whether technologies we acquire

will have value that we can monetize.

It may also be necessary for us to develop additional intellectual property and file new patent

applications as the underlying commercial market evolves, as a result of which we may incur substantial costs with no assurance that

we will ever be able to either file the new patent application or monetize our intellectual property.

Our intellectual property monetization cycle

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We will also spend considerable resources educating

potential licensees on the benefits of entering into an agreement with us that may include a non-exclusive license for future use of our

intellectual property rights.

Thus, we may incur significant losses in any particular period before any associated revenue stream begins.

If our efforts to convince potential licensees of the benefits of a settlement arrangement without litigation are unsuccessful, which

is typically the case, we may need to continue with the litigation process or other enforcement action to protect our intellectual property

rights and to realize revenue from those rights.

We may also need to litigate to enforce the terms of existing agreements, protect our

trade secrets, or determine the validity and scope of the proprietary rights of others.

potential licensees on the benefits of entering into an agreement with us that may include a non-exclusive license for future use of

our intellectual property rights.

Thus, we may incur significant losses in any particular period before any associated revenue stream

If our efforts to convince potential licensees of the benefits of a settlement arrangement without litigation are unsuccessful,

which is typically the case, we may need to continue with the litigation process or other enforcement action to protect our intellectual

property rights and to realize revenue from those rights.

We may also need to litigate to enforce the terms of existing agreements, protect

our trade secrets, or determine the validity and scope of the proprietary rights of others.

Enforcement proceedings are typically protracted

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in our favor .

We have commenced litigation seeking to monetize our intellectual property portfolios and it will be necessary for us

to commence ligation in the future.

All litigation is uncertain, and a number of the actions we commenced have been dismissed by the trial

We have commenced litigation seeking to monetize our intellectual property portfolios and it will be necessary for

us to commence ligation in the future.

All litigation is uncertain, and a number of the actions we commenced have been dismissed by the

We cannot assure you that any litigation will be decided in our favor or that, if damages are awarded or a license is negotiated,

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Because of our financial condition, both intellectual property rights owners and potential licensees may believe

that we do not have the ability to commence and prosecute sustained and expensive litigation to protect our intellection rights with the

effect that (i) intellectual property rights owners may be reluctant to grant us rights to their intellectual property and (ii) potential

that we do not have the ability to commence and prosecute sustained and expensive litigation to protect our intellection rights with

the effect that (i) intellectual property rights owners may be reluctant to grant us rights to their intellectual property and (ii) potential

licensees may be less inclined to pay for license rights from us or settle any litigation we may commence on terms which generate any

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or partial contingent fee basis.

The success of our licensing business may depend upon our ability to retain the qualified legal counsel

to prosecute patent infringement litigation.

As our patent enforcement actions increase, it will become more difficult to find the preferred

choice for legal counsel to handle all of our cases because many of these firms may have a conflict of interest that prevents their representation

of us or because they are not willing to represent us on a contingent or partial contingent fee basis.

Because of our financial position,

we are not likely to be able to commence litigation unless the legal fees are on a contingent fee basis unless the funding source pays

the legal fees, which is not usually the case.

The provisions of Federal Declaratory Judgment Act may affect our

ability to monetize our intellectual property .

Under the Federal Declaratory Judgment Act, it is possible for a party who we consider

to be infringing upon our intellectual property to commence an action against us seeking a declaratory judgment that such party is not

infringing upon our intellectual property rights.

In such a case, the plaintiff could choose the court in which to bring the action and

we would be the defendant in the action.

Common claims for declaratory judgment in patent cases are claims of non-infringement, patent

invalidity and unenforceability.

Although the commencement of an action requires a claim or controversy, a court may find a letter from

us to the alleged infringer seeking a royalty for the use of our intellectual property rights to form the basis of a controversy.

a case, the plaintiff, rather than we, would choose the court in which to bring the action and the timing of the action.

when we commence an action as plaintiff, we may be able to enter into a contingent fee arrangement with counsel, it is possible that counsel

may be less willing to accept such an arrangement if we are the defendant.

Further, we would not have the opportunity of choosing against

which party to bring the action.

An adverse decision in a declaratory judgment action could significantly impair our ability to monetize

the intellectual property rights which are the subject of the litigation.

We have been a defendant in one declaratory judgment action,

which resulted in a settlement.

We cannot assure you that potential infringers will not be able to use the Declaratory Judgment Act to

reduce our ability to monetize the patents that are the subject of the action.

The success of our licensing business may depend upon our ability to retain the qualified legal

counsel to prosecute patent infringement litigation.

As our patent enforcement actions increase, it will become more difficult to find

the preferred choice for legal counsel to manage all of our cases because many of these firms may have a conflict of interest that prevents

their representation of us or because they are not willing to represent us on a contingent or partial contingent fee basis.

our financial position, we are not likely to be able to commence litigation unless the legal fees are on a contingent fee basis unless

the funding source pays the legal fees, which is not usually the case.

The provisions of Federal Declaratory Judgment

Act may affect our ability to monetize our intellectual property .

Under the Federal Declaratory Judgment Act, it is possible for

a party who we consider to be infringing upon our intellectual property to commence an action against us seeking a declaratory judgment

that such party is not infringing upon our intellectual property rights.

In such a case, the plaintiff could choose the court in which

to bring the action and we would be the defendant in the action.

Common claims for declaratory judgment in patent cases are claims of

non-infringement, patent invalidity and unenforceability.

Although the commencement of an action requires a claim or controversy, a court

may find a letter from us to the alleged infringer seeking a royalty for the use of our intellectual property rights to form the basis

of a controversy.

In such a case, the plaintiff, rather than we, would choose the court in which to bring the action and the timing of

In addition, when we commence an action as plaintiff, we may be able to enter into a contingent fee arrangement with counsel,

it is possible that counsel may be less willing to accept such an arrangement if we are the defendant.

Further, we would not have the

opportunity of choosing against which party to bring the action.

An adverse decision in a declaratory judgment action could significantly

impair our ability to monetize the intellectual property rights which are the subject of the litigation.

We have been a defendant in

one declaratory judgment action, which resulted in a settlement.

We cannot assure you that potential infringers will not be able to use

the Declaratory Judgment Act to reduce our ability to monetize the patents that are the subject of the action.

A 2014 Supreme Court decision could significantly

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CLS Bank, struck down patents

covering a computer-implemented scheme for mitigating “settlement risk” by using a third-party intermediary, holding the patent

claims to be ineligible as being drawn to a patent-ineligible abstract idea.

The courts have been dealing for many years over what business

methods are patentable.

We cannot predict the extent to which the decision in Alice as well as prior Supreme Court decisions dealing with

patents, will be interpreted by courts.

To the extent that the Supreme Court decision in Alice gives businesses reason to believe that

business model and software patents are not enforceable, it may become more difficult for us to monetize patents which are held to be

within the ambit of the patents before the Supreme Court in Alice and for us to obtain counsel willing to represent us on a contingency

As a result, the decision in Alice could materially impair our ability to obtain patent rights and monetize those which we do obtain.

Legislation, regulations or rules related to

obtaining patents or enforcing patents could significantly increase our operating costs and decrease our revenue .

We may apply for

patents and may spend a significant amount of resources to enforce those patents.

covering a computer-implemented scheme for mitigating “settlement risk” by using a third-party intermediary, holding the

patent claims to be ineligible as being drawn to a patent-ineligible abstract idea.

The courts have been dealing for many years over

what business methods are patentable.

We cannot predict the extent to which the decision in Alice as well as prior Supreme Court decisions

dealing with patents, will be interpreted by courts.

To the extent that the Supreme Court decision in Alice gives businesses reason to

believe that business model and software patents are not enforceable, it may become more difficult for us to monetize patents which are

held to be within the ambit of the patents before the Supreme Court in Alice and for us to obtain counsel willing to represent us on

a contingency basis.

As a result, the decision in Alice could materially impair our ability to obtain patent rights and monetize those

which we do obtain.

Legislation, regulations or rules related

to obtaining patents or enforcing patents could significantly increase our operating costs and decrease our revenue .

for patents and may spend a significant amount of resources to enforce those patents.

If legislation, regulations or rules are implemented

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to conduct our business .

There have been a number of laws which, if enacted, would affect the ability of companies such as us to generate

revenue from our intellectual property rights.

Typically, these proposed laws cover legal actions brought by companies which do not manufacture

products or supply services but seek to collect licensing fees based on their intellectual property rights and, if they are not able to

enter into a license, to commence litigation.

Although a number of such bills have been proposed in Congress, we do not know which, if

any, bills will be enacted into law or what the provisions will be and, therefore, we cannot predict the effect, if any, that such laws,

if passed by Congress and signed by the president, would provide.

However, we cannot assure you that legislation will not be enacted which

would impair our ability to operate by making it more difficult for us to commence litigation against a potential licensee or infringer.

To the extent that an alleged infringer believes that we will not prevail in litigation, it would be more difficult to negotiate a license

agreement without litigation.

There have been a number of laws which, if enacted, would affect the ability of companies such as us to

generate revenue from our intellectual property rights.

Typically, these proposed laws cover legal actions brought by companies which

do not manufacture products or supply services but seek to collect licensing fees based on their intellectual property rights and, if

they are not able to enter into a license, to commence litigation.

Although a number of such bills have been proposed in Congress, we

do not know which, if any, bills will be enacted into law or what the provisions will be and, therefore, we cannot predict the effect,

if any, that such laws, if passed by Congress and signed by the president, would provide.

However, we cannot assure you that legislation

will not be enacted which would impair our ability to operate by making it more difficult for us to commence litigation against a potential

licensee or infringer.

To the extent that an alleged infringer believes that we will not prevail in litigation, it would be more difficult

to negotiate a license agreement without litigation.

The unpredictability of our revenues may harm

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stemming primarily from uncertainties regarding the outcome of enforcement actions, rates of adoption of our patented technologies, the

growth rates of potential licensees and certain other factors, our revenues, if any, may vary significantly from quarter to quarter, which

could make our business difficult to manage, adversely affect our business and operating results, cause our quarterly results to fall

below market expectations and adversely affect the market price of our common stock.

growth rates of potential licensees and certain other factors, our revenues, if any, may vary significantly from quarter to quarter,

with no revenues having been generated in 2025, which could make our business difficult to manage, adversely affect our business and

operating results, cause our quarterly results to fall below market expectations and adversely affect the market price of our common

Our reliance on representations, warranties

and opinions of third parties may expose us to certain material liabilities .

From time to time, we rely upon the representations and

warranties of third parties, including persons claiming ownership of intellectual property rights, and opinions of purported experts.

From time to time, we rely upon the representations

and warranties of third parties, including persons claiming ownership of intellectual property rights, and opinions of purported experts.

In certain instances, we may not have the opportunity to independently investigate and verify the facts upon which such representations,

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It is difficult to predict the outcome of patent enforcement litigation at the trial level.

is often difficult for juries and trial judges to understand complex, patented technologies, and, as a result, there is a higher rate

It is often difficult for juries and trial judges to understand complex, patented technologies, and, as a result, there is a higher rate

of successful appeals in patent enforcement litigation than more standard business litigation.

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As a result, it is difficult to predict the length of time it will take to complete any enforcement

Moreover, we believe there is a trend in increasing numbers of civil lawsuits and criminal proceedings, and, as a result, we believe

that the risk of delays in patent enforcement actions will have a significant effect on our business in the future unless this trend changes.

Moreover, we believe there is a trend in increasing numbers of civil lawsuits and criminal proceedings, and, as a result, we

believe that the risk of delays in patent enforcement actions will have a significant effect on our business in the future unless this

trend changes.

Any reductions in the funding of the United

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Patent and Trademark Office, causing an unexpected increase in our expenses.

The rapid development of technology may impair

our ability to monetize intellectual property that we own .

In order for us to generate revenue from our intellectual property, we

need to offer intellectual property that is used in the manufacture or development of products.

Rapid technological developments have

reduced the market for products using less advanced technology.

To the extent that technology develops in a manner in which our intellectual

property is not a necessary element or to the extent that others design around our intellectual property, our ability to license our intellectual

property portfolios or successfully prosecute litigation will be impaired.

We cannot assure you that we will have rights to intellectual

property for most advanced technology or that there will be a market for products which require our technology.

The rapid development of technology and artificial

intelligence may impair our ability to monetize intellectual property that we own .

In order for us to generate revenue from our intellectual

property, we need to offer intellectual property that is used in the manufacture or development of products.

Rapid technological developments

have reduced the market for products using less advanced technology.

To the extent that technology develops in a manner in which our

intellectual property is not a necessary element or to the extent that others design around our intellectual property, our ability to

license our intellectual property portfolios or successfully prosecute litigation will be impaired.

We cannot assure you that we will

have rights to intellectual property for most advanced technology or that there will be a market for products which require our technology.

The intellectual property management business

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to generate revenue from our portfolio can be used against us by our competitors.

We cannot assure you that we will be successful in obtaining

intellectual property rights to new developing technologies.

We cannot assure you that we will be successful in

obtaining intellectual property rights to new developing technologies.

As intellectual property enforcement litigation

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damages for lost royalties.

Weak global economic conditions may cause potential

licensees to delay entering into licensing agreements, which could prolong our litigation and adversely affect our financial condition

and operating results .

Our business depends significantly on strong economic conditions that would encourage potential licensees to

enter into license agreements for our intellectual property rights.

The United States and world economies have recently experienced weak

economic conditions and the recent Russian invasion in Ukraine has exacerbated these conditions, including those resulting from inflation

and supply chain line issues.

Uncertainty about global economic conditions poses a risk as businesses may postpone spending in response

to tighter credit, negative financial news and declines in income or asset values.

Even if economic conditions improve, the uncertainty

of the economy could have a material adverse effect on the willingness of parties that we believe are infringing on our assets to enter

into settlements or other revenue generating agreements voluntarily.

Weak global economic conditions may cause

potential licensees to delay entering into licensing agreements, which could prolong our litigation and adversely affect our financial

condition and operating results .

Our business depends significantly on strong economic conditions that would encourage potential

licensees to enter into license agreements for our intellectual property rights.

The United States and world economies have recently

experienced weak economic conditions and the recent war in Iran and the Russian invasion in Ukraine has exacerbated these conditions,

including those resulting from inflation and supply chain line issues.

Uncertainty about global economic conditions poses a risk as businesses

may postpone spending in response to tighter credit, negative financial news and declines in income or asset values.

Even if economic

conditions improve, the uncertainty of the economy could have a material adverse effect on the willingness of parties that we believe

are infringing on our assets to enter into settlements or other revenue generating agreements voluntarily.

If we are unable to adequately protect our

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and limited managerial resources.

Although we have obtained financing to commence litigation, we are not likely to be able to obtain financing

to defend actions against us claiming that our intellectual property infringes upon the intellectual property rights of others.

of the foregoing were to occur, or if we are otherwise unable to protect our intellectual property and proprietary rights, our business

and financial results could be impaired.

Commencing legal proceedings to enforce our intellectual property rights is burdensome and expensive.

In addition, our intellectual property rights could be at risk if we are unsuccessful in, or cannot afford to pursue, those proceedings.

Although we have obtained financing to commence litigation, we are not likely to be able to obtain

financing to defend actions against us claiming that our intellectual property infringes upon the intellectual property rights of others.

If any of the foregoing were to occur, or if we are otherwise unable to protect our intellectual property and proprietary rights, our

business and financial results could be impaired.

Commencing legal proceedings to enforce our intellectual property rights is burdensome

and expensive.

In addition, our intellectual property rights could be at risk if we are unsuccessful in, or cannot afford to pursue,

those proceedings.

We also rely on trade secrets and contract law to protect some of our intellectual property rights.

We will enter into confidentiality

and invention agreements with our employees and consultants.

Nevertheless, these agreements may not be honored and they may not effectively

protect our right to our un-patented trade secrets and know-how.

Moreover, others may independently develop substantially equivalent proprietary

information and techniques or otherwise gain access to our trade secrets and know-how.

We will enter

into confidentiality and invention agreements with our employees and consultants.

Nevertheless, these agreements may not be honored and

they may not effectively protect our right to our un-patented trade secrets and know-how.

Moreover, others may independently develop

substantially equivalent proprietary information and techniques or otherwise gain access to our trade secrets and know-how.

Risks Relating to our Common Stock

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our common stock may be delisted from OTCQB .

On May 23, 2022, we received notice from OTC Markets Group, that, because the bid price

for our common stock had closed below $0.01 per share for more than 30 consecutive days, we no longer met the Standards for Continued

Eligibility under the OTCQB listing standards and, if this deficiency is not met by August 21, 2022, our stock would be removed from the

OTCQB marketplace, in which event our common stock would be traded on the OTC Pink market.

Our registration rights agreement with QFL

provides that, in the event of a failure to comply with certain covenants, which includes the failure of our common stock to be traded

on the OTCQB, in addition to any other remedies available to QFL, we are to pay to QFL an amount in cash equal to 2.0% of the aggregate

value of QFL’s Registrable Securities, as defined in the Registration Rights Agreement, whether or not included in such registration

statement, on each of the following dates:

(i) the initial day of a maintenance failure;

(ii) on the 30th day after the date of such a

failure and (iii) every 30th day thereafter (prorated for periods totaling less than 30 days) until such failure is cured.

In July 2022,

we amended our certificate of incorporation to effect a one-for-100 reverse split of our common stock.

We subsequently received advice

from OTC Markets Group that the deficiency had been cured.

We cannot assure you that we will continue to meet the requirements for continued

listing on the OTCQB, including the maintenance of a bid price of at least $0.01 per share, or that if we fail to meet this maintenance

requirement, that we will be able to take any action to regain compliance.

We cannot assure you that we will continue to meet the requirements

for continued listing on the OTCQB, including the maintenance of a bid price of at least $0.01 per share, or that if we fail to meet

this maintenance requirement, that we will be able to take any action to regain compliance.

There is a limited market for our common stock,

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Our common stock fits the definition of a penny

stock and therefore is subject to the rules adopted by the SEC regulating broker-dealer practices in connection with transactions in penny

The SEC rules may have the effect of reducing trading activity in our common stock making it more difficult for investors to purchase

and sell their shares.

The SEC’s rules require a broker or dealer proposing to effect a transaction in a penny stock to deliver

the customer a risk disclosure document that provides certain information prescribed by the SEC, including, but not limited to, the nature

and level of risks in the penny stock market.

The broker or dealer must also disclose the aggregate amount of any compensation received

or receivable by him in connection with such transaction prior to consummating the transaction.

In addition, the SEC’s rules also

require a broker or dealer to make a special written determination that the penny stock is a suitable investment for the purchaser and

receive the purchaser’s written agreement to the transaction before completion of the transaction.

stock and therefore is subject to the rules adopted by the SEC regulating broker-dealer practices in connection with transactions in

penny stocks.

The SEC rules may have the effect of reducing trading activity in our common stock making it more difficult for investors

to purchase and sell their shares.

The SEC’s rules require a broker or dealer proposing to effect a transaction in a penny stock

to deliver the customer a risk disclosure document that provides certain information prescribed by the SEC, including, but not limited

to, the nature and level of risks in the penny stock market.

The broker or dealer must also disclose the aggregate amount of any compensation

received or receivable by him in connection with such transaction prior to consummating the transaction.

In addition, the SEC’s

rules also require a broker or dealer to make a special written determination that the penny stock is a suitable investment for the purchaser

and receive the purchaser’s written agreement to the transaction before completion of the transaction.

The existence of the SEC’s

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our common stock.

Our need to restate our audited financial statements

for 2023 reflects a material weakness in our internal controls over financial reporting and may have an adverse effect on our business.

The Sarbanes-Oxley Act requires, among other things, that we maintain

effective disclosure controls and procedures and internal control over financial reporting.

Our disclosure controls and internal controls

over financial reporting are not effective.

During the preparation of our financial statements for the three months ended March 31, 2024,

on April 30, 2024, our chief executive officer determined that the litigation and licensing expenses for the quarter and year ended December

31, 2023 was understated by $1,371,109 as a result of the failure to recognize legal fees incurred during the fourth quarter of 2023 in

connection with the settlement of litigation during the fourth quarter of 2023.

As a result, our gross margin, income from operations,

income before income taxes and net income were overstated by $1,371,109 resulting in restated net income for the year ended December 31,

2023 of $2,278,473, or $0.43 per share.

We had previously reported net income of $3,649,582, or $0.68 per share, and we restated our financial

statements for the year ended December 31, 2023.

As a result of the restatement, we may be subject to regulatory or other claims and actions,

including a reluctance of potential litigation financing sources to provide us with financing which may have a material effect on our

business and financial condition.

Our lack of internal controls over financial

reporting and our restatement of our 2023 financial statements may affect the market for and price of our common stock .

Our disclosure

controls and our internal controls over financial reporting are not effective because of material weaknesses, which were the root cause

for the error resulting in the restatement of our financial statements for the year ended December 31, 2023.

Since we became engaged in

the intellectual property management business in 2008, we have not had the financial resources or personnel to develop or implement systems

that would provide us with the necessary information on a timely basis so as to be able to implement financial controls.

Our continued

poor financial condition together with the fact that we have one full time employee, who is both our chief executive officer and our acting

chief financial officer, makes it difficult for us to implement a system of internal controls over financial reporting, and we cannot

assure you that we will be able to develop and implement the necessary controls.

The absence of internal controls over financial reporting

may inhibit investors from purchasing our shares and may make it more difficult for us to raise debt or equity financing.

reporting may affect the market for and price of our common stock .

Our disclosure controls and our internal controls over financial

reporting are not effective because of material weaknesses.

Since we became engaged in the intellectual property management business

in 2008, we have not had the financial resources or personnel to develop or implement systems that would provide us with the necessary

information on a timely basis so as to be able to implement financial controls.

Our continued poor financial condition together with

the fact that we have one full time employee, who is both our chief executive officer and our acting chief financial officer, makes it

difficult for us to implement a system of internal controls over financial reporting, and we cannot assure you that we will be able to

develop and implement the necessary controls.

The absence of internal controls over financial reporting may inhibit investors from purchasing

our shares and may make it more difficult for us to raise debt or equity financing.

Further, our previously reported need to restate

our audited financial statements for 2023 reflected a material weakness in our internal controls over financial reporting, which may

have an adverse impact on our business.

Our lack of a full-time chief financial officer

has impacted our ability to develop financial controls, which could affect the market price for our common stock .

We do not have a

full-time chief financial officer.

At present, our chief executive officer, who does not have an accounting background, is also our acting

chief financial officer.

We do not anticipate that we will be able to hire a qualified chief financial officer unless our financial condition

improves significantly.

The lack of an experienced chief financial officer, together with our lack of internal controls, may affect the

market price of and the market price for our common stock and impair our ability to raise money through and to enter into agreements with

owners of intellectual property rights.

We do not have

a full-time chief financial officer.

At present, our chief executive officer, who does not have an accounting background, is also our

acting chief financial officer.

We do not anticipate that we will be able to hire a qualified chief financial officer unless our financial

condition improves significantly.

The lack of an experienced chief financial officer, together with our lack of internal controls, may

affect the market price of and the market price for our common stock and impair our ability to raise money through and to enter into

agreements with owners of intellectual property rights.

Our stock price may be volatile and your investment

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There can be no assurance that any significant market will ever develop in our common stock.

Because of the low public

float and the absence of any significant trading volume, the reported prices may not reflect the price at which you would be able to sell

shares if you want to sell any shares you own or buy shares if you wish to buy share.

Further, stocks with a low public float may be more

subject to manipulation than a stock that has a significant public float.

The price may fluctuate significantly in response to a number

of factors, many of which are beyond our control.

These factors include, but are not limited to, the following, in addition to the risks

described above and general market and economic conditions:

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

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

in our, or if any securities analysts follow our stock, which is not likely because of our stock price and volume and history of losses,

the securities analysts’ estimate of our financial performance;

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

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

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

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

the anticipated or actual results of our operations;

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

changes in market valuations of other intellectual property marketing companies;

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

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

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

other matters not within our control.

Because of the low

public float and the absence of any significant trading volume, the reported prices may not reflect the price at which you would be able

to sell shares if you want to sell any shares you own or buy shares if you wish to buy share.

Further, stocks with a low public float

may be more subject to manipulation than a stock that has a significant public float.

The price may fluctuate significantly in response

to a number of factors, many of which are beyond our control.

These factors include, but are not limited to, the following, in addition

to the risks described above and general market and economic conditions:

low stock price, which may result in a modest dollar purchase or sale of our common stock

having a disproportionately large effect on the stock price;

market’s perception as to our ability to generate positive cash flow or earnings from

our intellectual property portfolios;

in our, or if any securities analysts follow our stock, which is not likely because of our

stock price and volume and history of losses, the securities analysts’ estimate of

our financial performance;

ability or perceived ability to obtain necessary financing for operations and for the monetization

of our intellectual property rights;

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

market’s perception that a defendant may obtain a judgement against a subsidiary and

foreclose on the intellectual property of the subsidiary, which may result in a default under

our agreements with QPRC Finance, QFL and QF3 and, even if a default is not claimed, QPRC

Finance or QF3 may not provide financing for us;

results or anticipated results of litigation by or against us;

anticipated or actual results of our operations;

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

in market valuations of other intellectual property marketing companies;

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

market’s perception or our ability to continue to make our filings with the SEC in

a timely manner;

by third parties to either sell or purchase stock in quantities which would have a significant

effect on our stock price;

matters not within our control.

Raising funds by issuing equity or convertible

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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 1A. Risk Factors