UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~April~~May 263, 2024 (~~April~~May 248, 2024)

MENTOR CAPITAL, INC.

(Exact name of Registrant as specified in its charter)

Delaware

000-55323

77-0395098

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

5964 Campus Court, Plano, Texas		75093
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (760) 788-4700

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐Securities ~~Soliciting~~registered ~~material~~ pursuant to ~~Rule~~Section ~~14a-~~12(g) ~~under~~of the ~~Exchange~~ Act ~~(17 CFR 240.14a-12)~~:

~~☐ Pre-commencement~~Title ~~communications~~of ~~pursuant~~each toclass ~~Rule~~Trading ~~14d-2~~Symbol(bs) ~~under~~Name ~~the~~of ~~Exchange Act~~each ~~(17~~exchange ~~CFR~~on ~~240.14d-2(b))~~which registered Common stock MNTR OTCQB

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: N/A

Title of each class Trading Symbol(s) Name of each exchange on which registered

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Item 5 4.~~02.~~01 ~~Departure~~Changes ofin ~~Directors~~Registrant’s orCertifying ~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~Accountant

On ~~April~~May 248, 2024, ~~David G. Carlile resigned from~~ the ~~Audit~~relationship ~~Committee~~between ofour ~~the~~Company ~~Board of Directors~~ and ~~resigned from~~ the ~~Board~~firm of ~~Directors of~~BF ~~the~~Borgers ~~Registrant.~~CPA ~~Mr.~~PC ~~Carlile~~(“BF ~~resigned~~Borgers”), atour aindependent ~~meeting~~accountant, was ofdismissed upon the ~~Board~~recommendation of ~~Directors called in order to remove him from~~ the ~~Registrant~~Company’s Audit Committee. Onand ~~April~~by ~~25, 2024 Mr. Carlile delivered a letter to~~ the ~~Registrant~~unanimous ~~which~~approval ~~is attached hereto as Exhibit 1. The Registrant did file its most recent Annual Report without the signature~~ of ~~Mr. Carlile, but substantially disagrees with~~ the ~~other~~Company’s ~~statements made~~Board byof MrDirectors. ~~Carlile in the attached letter.~~

OnIn ~~April~~connection ~~24,~~with ~~2024,~~ the ~~Board~~audit of ~~Directors~~our financial statements as of and for the ~~Registrant~~fiscal ~~appointed~~year ~~Director~~ended ~~Lori~~December ~~Stansfield~~31, ~~CPA~~2023 and 2022, there were no disagreements with BF Borgers on any matter of accounting principles or practices, financial statement disclosure, or auditing scope of procedures, which disagreements, if not resolved to the ~~Audit~~satisfaction ~~Committee~~of BF Borgers, would have caused them to make reference in connection with its reports to the subject matter of the disagreements. No “disagreement” and no “reportable event” leading to a ~~Board~~difference of ~~Directors~~opinion as defined in Item 304(a)(1)(iv) and Item 304(a)(1)(v) of Regulation S-K of the ~~Registrant~~SEC’s rules and regulations have occurred during the fiscal years ended December 31, 2022 and 2023, as of May 8, 2024, or preceding the dismissal of BF Borgers.

The audit report of BF Borgers on our financial statements as of and for the year ended December 31, 2023 and 2022 did not contain an adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope, or accounting principles, other than an explanatory paragraph relating to the Company’s ability to continue as a going concern on the Company’s December 31, 2022 financials.

We have requested that BF Borgers furnish us with a letter addressed to the Commission stating whether it agrees with the above statements. A copy of this letter is included herewith as Exhibit 16.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
17		Resignation Letter of David G. Carlile dated April 24, 2024
16.1		Letter from BF Borgers CPA PC dated May 8, 2024 to the Securities and Exchange Commission regarding statements included in this Form 8-K
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

		Mentor Capital, Inc.
Date:	~~April~~May 268, 2024	By:	/s/ Chet Billingsley
			Chet Billingsley, Chairman and CEO

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