Mentor Capital, Inc.

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

Management has identified a control deficiency regarding its internal control environment due to the Company’s small size and its minimal number of employees. The small size of the Company and its staff may prevent the implementation of adequate controls due to the cost/benefit of such remediation. To mitigate the current limited resources caused by the Company’s limited number of employees and limited size, we rely heavily on direct management oversight, along with legal, MBA, and management, and our audit committee’s reviews.

Based on this evaluation, management has learned that due to the small size of the Company and its limited number of employees, it identified a material weakness in the Company’s internal control over financial reporting related to the lack of sufficient segregation of duties and detailed separate reviews of journal entries that are prepared and reviewed by management and a CPA. Due to the Company’s small size and limited number of employees, certain individuals are responsible for initiating, recording, and reconciling transactions without reviews other than management and our audit committee’s reviews. This control deficiency creates a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements may not be detected or prevented on a timely basis. As a result of the Company’s small size and limited number of employees, management assessed and concluded that the Company’s internal control over financial reporting, internal controls, and disclosure controls was not considered effective as of December 31, 2025. Notwithstanding the material weakness, we believe that our financial statements contained in this report fairly present our financial position, results of operations, and cash flows for the periods covered by this report in all material respects. The Company will continue to seek to remediate any future potential material weaknesses by ensuring that management remains heavily involved in the review of the financials and that the Company continues to work with its legal counsel and audit committee to ensure that its disclosures and financials are compliant. Despite its small size, and the limits of economy that the Company must balance in order to prudently and responsibly steward the Company’s resources, the Company will continue to work towards and aim to ensure that its disclosure controls and procedures are designed at an overall reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to our managers, including our chief executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

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

There have been no changes in internal control over financial reporting in the years ended December 31, 2025 and 2024.

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

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

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

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

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

Management, with the participation of our chief executive officer and principal financial officer, conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting required by Section 404 of the Sarbanes-Oxley Act of 2002 based on the framework set forth in theInternal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.