false 2024 FY 0001807893

 2024-06-30

 2025-03-07

 2024-10-01

 spfx: SeriesAConvertiblePreferredStockMember

 spfx: SeriesAConvertiblePreferredStockMember

 spfx: FinanceChargesMember

 spfx: FinanceChargesMember

 spfx: LateChargesMember

 spfx: LateChargesMember

 spfx: OriginationFeesMember

 spfx: OriginationFeesMember

 spfx: StandardPremiumFinanceHoldingsMember

 srt: MinimumMember
 us-gaap: FurnitureAndFixturesMember

 srt: MaximumMember
 us-gaap: FurnitureAndFixturesMember

 srt: MinimumMember
 us-gaap: ComputerEquipmentMember

 srt: MaximumMember
 us-gaap: ComputerEquipmentMember

 us-gaap: LeaseholdImprovementsMember

 stpr: FL

 stpr: FL

 stpr: GA

 stpr: GA

 stpr: NC

 stpr: NC

 stpr: SC

 stpr: SC

 2024-03-31

 us-gaap: OptionMember

 us-gaap: OptionMember

 spfx: WarrantsMember

 spfx: WarrantsMember

 spfx: NotesPayableRelatedPartiesMember

 spfx: NotesPayableRelatedPartiesMember

 spfx: OptionsIncludedInTheCalculationOfDilutedEPSMember

 spfx: OptionsIncludedInTheCalculationOfDilutedEPSMember

 spfx: VestedButAntidilutiveOptionsMember

 spfx: VestedButAntidilutiveOptionsMember

 spfx: NonVestedOptionsMember

 spfx: NonVestedOptionsMember

 spfx: WarrantsIncludedInTheCalculationOfDlutedEPSMember

 spfx: WarrantsIncludedInTheCalculationOfDlutedEPSMember

 spfx: VestedButAntidilutiveWarrantsMember

 spfx: VestedButAntidilutiveWarrantsMember

 us-gaap: FinancingReceivables30To59DaysPastDueMember

 us-gaap: FinancingReceivables60To89DaysPastDueMember

 us-gaap: FinancingReceivablesEqualToGreaterThan90DaysPastDueMember

 spfx: FinancingReceivablesEqualToGreaterThan120DaysPastDueMember

 us-gaap: FinancialAssetPastDueMember

 us-gaap: FinancialAssetNotPastDueMember

 us-gaap: FinancingReceivables30To59DaysPastDueMember

 us-gaap: FinancingReceivables60To89DaysPastDueMember

 us-gaap: FinancingReceivablesEqualToGreaterThan90DaysPastDueMember

 spfx: FinancingReceivablesEqualToGreaterThan120DaysPastDueMember

 us-gaap: FinancialAssetPastDueMember

 us-gaap: FinancialAssetNotPastDueMember

 spfx: ComputerSoftwareMember

 spfx: ComputerSoftwareMember

 us-gaap: AutomobilesMember

 us-gaap: AutomobilesMember

 us-gaap: FurnitureAndFixturesMember

 us-gaap: FurnitureAndFixturesMember

 us-gaap: LeaseholdImprovementsMember

 us-gaap: ComputerEquipmentMember

 us-gaap: ComputerEquipmentMember

 spfx: SecureFacilityLeaseMember

 spfx: OfficeLeaseMember

 2024-03-01

 spfx: OfficeLeaseMember

 2024-02-29
 2024-03-01

 spfx: SecureFacilityLeaseMember

 2022-09-26

 spfx: SecureFacilityLeaseMember

 2022-09-25
 2022-09-26

 spfx: CopierLeaseMember

 2019-10-14

 spfx: CopierLeaseMember

 2019-10-13
 2019-10-14

 spfx: HardwareLeaseMember

 2022-09-29
 2022-09-30

 spfx: HardwareLeaseMember

 2022-09-30

 spfx: ServerLeaseMember

 2021-12-06
 2021-12-07

 2021-02-03

 spfx: InitialFundingMember

 2021-02-03

 2021-02-01
 2021-02-03

 srt: MinimumMember

 2021-10-31

 srt: MaximumMember

 2021-10-31

 2021-10-01
 2021-10-31

 2020-04-18

 2022-06-22

 2022-05-18

 2024-04-12

 2024-04-11
 2024-04-12

 2024-05-13

 us-gaap: NotesPayableOtherPayablesMember

 us-gaap: NotesPayableOtherPayablesMember

 srt: MinimumMember

 srt: MaximumMember

 spfx: StockholdersAndRelatedPartiesMember

 spfx: NotesPayableStockholdersAndRelatedPartiesMember

 spfx: NotesPayableStockholdersAndRelatedPartiesMember

 spfx: ExercisePrice0.80Member

 spfx: ExercisePrice0.80Member

 spfx: ExercisePrice4.50Member

 spfx: ExercisePrice4.50Member

 spfx: ExercisePrice4.95Member

 spfx: ExercisePrice4.95Member

 2022-01-01

 us-gaap: StockOptionMember
 spfx: EquityIncentivePlan2019Member
 spfx: OfficersAndDirectorsMember

 2022-06-28
 2022-06-29

 us-gaap: StockOptionMember
 spfx: OfficersAndDirectorsMember
 spfx: EquityIncentivePlan2019Member

 us-gaap: StockOptionMember
 spfx: CEOAndCFOMember
 spfx: EquityIncentivePlan2019Member

 2022-06-28
 2022-06-29

 us-gaap: SubsequentEventMember

 2025-01-31

 us-gaap: SubsequentEventMember

 2025-01-01
 2025-01-31

 us-gaap: SubsequentEventMember

 2025-02-28

 us-gaap: SubsequentEventMember

 2025-02-01
 2025-02-28

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 ______________________________

 FORM 10-K

 ______________________________

 ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended December 31, 2024

 or

 TRANSITION REPORT PURSUANT TO
 SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 Commission File No. 000-56243

 _____________________________

 Standard Premium Finance Holdings, Inc.

 (Exact name of registrant as specified in its charter)

 Florida

 81-2624094

 (State or other jurisdiction of

incorporation or organization)

 (IRS Employer

Identification No.)

 13590 SW 134th Avenue,
 Suite 214, Miami, FL 33186
 (Address of principal executive offices) (zip code)

 305 - 232-2752

 (Registrant's telephone number, including area
code)

 Securities registered pursuant to Section 12(b)
of the Act: None

 Securities registered pursuant to Section 12(g)
of the Act:

 Common Stock, $.001
par value per share

 (Title of Class)

 Indicate by check mark if the registrant
is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

 Indicate by check mark if the registrant
is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

 Indicate by check mark
whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes No

 Indicate by check mark
whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation
S-T (S. 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit
such files). Yes No

 Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer,"
"smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act:

 Large accelerated
 filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 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.

 Indicate
by check mark whether the Registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

 Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

 Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 The
aggregate market value of the Registrant's common stock held by non-affiliates of the Registrant on June 30, 2024, the
last business day of the Registrant's most recently completed second fiscal quarter, was approximately $ 4,309,009 based upon the
closing bid price of the Company's stock on that date. For this purpose, executive officers and directors of the registrant are
considered affiliates.

 3,001,216
 shares of common stock were issued and outstanding as of March 10, 2025.

 DOCUMENTS INCORPORATED BY REFERENCE

 STANDARD PREMIUM FINANCE HOLDINGS, INC.

 ANNUAL REPORT ON FORM 10-K

 For the Fiscal Year Ended December 31, 2024

 PAGE

 Item 1

 Business

 Item 1A

 Risk Factor

 Item 1B

 Unresolved Staff Comments

 Item 1C

 Cybersecurity

 Item 2

 Properties

 Item 3

 Legal Proceedings

 Item 4

 Mine Safety Disclosures

 Item 5

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6

 [Reserved]

 Item 7

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A

 Quantitative and Qualitative Disclosures about Market Risk

 Item 8

 Financial Statements and Supplementary Data

 Item 9

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item 9A

 Controls and Procedures

 Item 9B

 Other Information

 Item 9C

 Disclosures Regarding Foreign Jurisdictions that Prevent Inspections

 Item 10

 Directors, Executive Officers and Corporate Governance

 Item 11

 Executive Compensation

 Item 12

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13

 Certain Relationships and Related Transactions, and Director Independence

 Item 14

 Principal Accountant Fees and Services

 Item 15

 Exhibit and Financial Statement Schedules

 Item 16

 Form 10-K Summary

 Signatures

 i

 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

 This
Annual Report on Form 10-K contains forward-looking statements within the meaning of the federal securities laws. These statements are
subject to risks and uncertainties. These statements may relate to, but are not limited to, information or assumptions about us, our
capital and other expenditures, dividends, financing plans, capital structure, cash flow, our potential future business acquisitions,
future economic performance, operating income and management's plans, strategies, goals and objectives for future operations and
growth. These forward-looking statements generally are accompanied by words such as "intend," "anticipate," "believe,"
"estimate," "expect," "should," "seek," "project," "plan," "would,"
"could," "can," "may," and similar terms. Any statement that is not a historical fact is a forward-looking
statement. It should be understood that these forward-looking statements are necessarily estimates reflecting the best judgment of senior
management, not guarantees of future performance. They are subject to a number of assumptions, risks and uncertainties that could cause
actual results to differ materially from those expressed or implied in the forward-looking statements. When considering forward-looking
statements, you should keep in mind the risk factors and other cautionary statements described in Part I. "Item 1A. Risk Factors"
in this Annual Report. The Company assumes no obligation to revise or update any forward-looking statements for any reason, except as
required by law.

 Forward-looking statements represent
intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors.
Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied
by those forward-looking statements.

 Each
of the terms "Company", "Standard", and "Standard Premium" as used herein refers collectively to Standard
Premium Finance Holdings, Inc. and its wholly owned subsidiaries, unless otherwise stated.

 ii

 ITEM 1.

 BUSINESS

 Overview

 We were incorporated in the State
of Florida in 1991 under the name Standard Premium Finance Management Corporation. In 2016, we established a holding company structure
under the name Standard Premium Finance Holdings, Inc., a Florida corporation, with Standard Premium Finance Management Corporation as
our wholly-owned subsidiary. Unless the context requires otherwise or unless stated otherwise, references in this registration statement
to the "Company," "Standard Premium," "we," "our" and "us" refer to Standard
Premium Finance Holdings, Inc. and its wholly-owned subsidiary, Standard Premium Finance Management Corporation, on a consolidated basis.

 We are a specialized finance company
that makes collateralized loans to businesses and individuals to finance the insurance premiums they pay on their commercial property
and casualty insurance policies. We began our business in 1991 and are currently licensed to operate in thirty-seven states. We have developed
relationships with insurance agents and brokers located in our market area who offer insurance premium loans as a service to their customers
which we underwrite. We evaluate each insurance premium loan application according to our loan underwriting criteria. Upon our approval
of an insurance premium loan, the borrower makes a down payment, generally 20% to 25% of the annual premium on the financed insurance
policy, and we provide the balance of the annual premium required to purchase the policy. The borrower pays us a fixed monthly amount
over the next nine to eleven months. In the event the borrower defaults on its loan payment obligation, we are contractually authorized
to terminate the insurance policy and receive the amount of the unearned premium paid on the insurance policy. The unearned premium on
the insurance policy represents the portion of the insurance premium subject to return if the policy is cancelled before the full term
of the policy is completed. The unearned premium serves as the collateral for our insurance premium loans and is designed to fully pay
off the balance of the insurance premium loan in the event of a default. We have the contractual right to cancel the insurance policy
and receive the amount of the unearned premium if the borrower defaults on repayment of any loan payment to us. Because of this collateral
security feature of our insurance premium loans, we consider our loans to be of high quality and low risk. Standard Premium commenced
operations in 1991 for the specific purpose of providing financing for property and casualty insurance premiums. Standard Premium:

 maintains current state licenses to operate a premium
finance company,

 meets or exceeds all statutory net worth requirements,

 maintains professional liability insurance with an
A rated major insurance carrier with limits of $500,000, in compliance with all state requirements,

 has secured and maintained computer hardware and licensed
software to conduct its business in a timely fashion,

 has a revolving senior credit line and long-term debt
in the form of subordinated corporate notes to help finance its loan production,

 has secured a long-term lease on office space which
it currently occupies, and which is sufficient to meet future needs,

 has developed a set of working procedures by which
it operates,

 generates daily management control reports,

 has cultivated and maintained relationships with various
independent insurance agents providing the source of all new and renewal business, and

 currently finances approximately $120 million dollars
in insurance premiums annually.

 The Property and Casualty
Insurance Premium Finance Market

 Commercial insurance performs
a critical role in the world economy. Without it, the economy could not function. Insurers protect the economic system from failure by
assuming the risks inherent in the production of goods and services. All businesses share a need for insurance: Without the right insurance
coverage, each could be wiped out by a disaster or a lawsuit. The Insurance Information Institute reported that $416.5 billion of commercial
lines insurance premiums were generated in the U.S. in 2023.

 The insurance premium finance
industry began in Pennsylvania in 1933 and has grown along with the U.S. economy. There are several reasons that an insurance policy buyer
would choose to finance its insurance premiums. Financing an insurance premium is much like any other commercial or consumer purchase.
It is financed based on the insured's decision resulting from current economic trends and other considerations. For some customers,
insurance premium financing is a convenient way to buy insurance without tying up working capital or accessing other credit sources. Other
customers, who do not have the means to pay the premium in full at the time of purchase, consider premium financing a necessity. When
customers finance insurance policies, they enter into a contract with the insurance premium finance company to obtain a loan. The contract
assigns the borrower's rights to all unearned premiums and dividends on the policy to the insurance premium finance company and
appoints the insurance premium finance company as its 'attorney in fact.' The power of attorney signed by the borrower gives
the insurance premium finance company the right to cancel the insurance policy in the event of non-payment of a loan installment and to
receive all unearned premiums and credits from the insurance company. The customer, upon executing the premium financing loan contract,
makes the initial down payment and agrees to pay back the principal with interest in monthly payments. The unearned premium of the insurance
policy provides the collateral for each loan.

 Our Loan Referral Base

 Substantially all of our insurance
premium loans originate from insurance agents and brokers who recommend our insurance premium loan program to their clients who would
like to finance their insurance premiums. We currently market our loans through more than 850 independent insurance brokers and agents
located in thirty-seven states, although most of our loans are made in thirteen (13) states. For risk management purposes, we have a policy
limiting the amount of loans to the customers of any one insurance broker or agent to 5% of our outstanding loan portfolio. We may change
this policy at any time based on then-existing market conditions or otherwise, at the discretion of our CEO.

 Our website includes a secure
portal for our brokers and agents, which allows them to quote premiums, print drafts on our bank account to pay the balance of the insurance
premium due upon initiation of the premium finance loan, and finance agreements online. The drafts and agreements are forwarded to us
for loan underwriting, risk management, and approval. Our brokers and agents do not have the authority to bind us to making a loan.

 We compensate the insurance brokers
and agents for their loan origination service through commissions, if permissible by state law regulated by the states in which we do
business. The commission paid is generally tied to the gross revenue that the loan generates or a fixed per-loan fee. Interest rates are
determined by the size of the loan, and, to a certain degree, the rating of the insurance company as well as the creditworthiness of the
borrower. Typically, a higher interest rate yields a higher commission to the broker. In addition, the Company offers a rewards program
(where permitted by state law) for our insurance brokers and agents. Under the rewards program, points are earned based on the amount
of financed premiums. These points are then redeemable for travel and merchandise. The rewards program is equivalent to 1/10 th
of one percent (.001) of the amount financed and is in addition to payment of commissions.

 We do not have any exclusive
or long-term arrangements with the insurance agents and brokers that make up our referral base and they have other sources of premium
financing at their disposal. We have no contractual relationship with the insurance agents and brokers requiring them to recommend us
to their clients. However, in connection with each premium loan we make, the borrower's agent or broker:

 Certifies that the policies
being financed have been issued and delivered and that the required down payment has been paid by or on behalf of the insured;

 Warrants that the premium finance
agreement evidences a bona fide and legal transaction and that the insured is of legal age and has capacity to contract;

 Warrants that the insured's
signature is genuine, and that the agent or broker has delivered a copy of the premium finance agreement to the insured;

 States that the financed policies
do not contain an audit or reporting form;

 Acknowledges that it is not
affiliated in any capacity or manner with us; and

 Agrees that in the event of
cancellation of the financed policy to remit the gross unearned commissions or unearned premiums to us upon request.

 In the property and casualty
insurance industry, some insurance policies contain provisions for audits or other additional reporting. These provisions may allow the
insurance company to evaluate (audit) the insurance premium after cancellation. Such provisions may delay or reduce the amount of unearned
premium. Since the unearned premium represents the collateral in our loan, this would have a detrimental effect on us. It is Company policy
to avoid financing these types of policies.

 Employees

 As of
December 31, 2024, we had twenty-seven employees, twenty-four of whom were full-time employees. Our full-time employees are covered by
a corporate benefit plan for major medical and hospitalization. None of our employees are members of a labor union or subject to a collective
bargaining agreement. All of our employees are "at will" with no guaranteed period of employment. We believe our employee
relations are satisfactory.

 Our Insurance Premium Loans

 Our insurance premium finance
loans are typically provided to small- and medium-sized businesses to finance the purchase of commercial property and casualty insurance
policies with a one-year term. Insurance premium loans are generally in the range of $1,000 to $100,000 per loan. The customer typically
pays 25% of the annual policy premium at the initiation of coverage and we provide the balance of the premium at that time. Our loans
generally have a nine-to-ten-month term. The purpose of this is two-fold; first, by making the financing term shorter than the policy
term, a small "surplus" of collected funds is developed that helps ensure that the balance due is paid off by refund of the
unearned premium in case of cancellation, and second, it gives the insured a two to three-month break in payments before the policy term
expires and the process repeats for the renewal of the policy.

 Insurance premiums are earned
by the insurance company over the term of the policy. If the policy is terminated prior to completion of the term, a refund of the unearned
portion of the policy premium is made. If the policy was financed, the refund of unearned premiums goes to the insurance premium finance
lender with any amount received by the lender in excess of the amount owed by the borrower being refunded to the borrower.

 The following table illustrates
the "surplus" between the unearned premium and the loan balance based on a typical annual premium of $10,000 with a $2,500
(25%) deposit paid by the borrower at the inception of the loan. In this scenario, the insurance premium finance company advances $7,500
and the borrower repays the loan in 10 monthly payments of $750. Note that interest is excluded in this example to highlight the collateral
on the principal balance.

 Months

in Force

 Payments

Made

 Payment

(Principal Only)

 Principal

Balance

 Unearned

Premium

 "Surplus"

 $0

 $7,500

 $7,890

 $390

 $750

 $6,750

 $7,150

 $400

 $750

 $6,000

 $6,410

 $410

 $750

 $5,250

 $5,670

 $420

 $750

 $4,500

 $4,930

 $430

 $750

 $3,750

 $4,190

 $440

 $750

 $3,000

 $3,450

 $450

 $750

 $2,250

 $2,710

 $460

 $750

 $1,500

 $1,970

 $470

 $750

 $750

 $1,230

 $480

 $750

 $0

 $490

 $490

 Although this is a typical representation
of a loan in our portfolio, we may be undercollateralized depending on certain factors, including, but not limited to, lower down payments,
minimum earned premiums, fully earned fees and taxes, governmental filings, audit provisions, longer payment terms, and other competitive
factors. See Item 1A, Risk Factors, for more information about our loan risks.

 We had $67,173,975 and $63,602,075
in premium finance loans outstanding as of December 31, 2024 and December 31, 2023, respectively. As of December 31, 2024, we had 18,858
active premium finance loans in thirteen states. The following is a summary of our premium loan portfolio as of December 31, 2024:

 State

 Loans

 Total

Premiums

 Down

Payment

 Amount

Financed

 Total

Outstanding

 Florida

 11,899

 104,350,859

 25,073,838

 79,277,021

 44,675,794

 Georgia

 1,889

 15,225,990

 3,934,361

 11,291,629

 6,644,889

 North Carolina

 2,812

 13,130,784

 2,999,627

 10,131,157

 5,328,038

 South Carolina

 1,027

 14,076,290

 2,946,522

 11,129,768

 5,564,436

 Texas

 11,274,360

 3,005,453

 8,268,907

 4,162,549

 All other states

 1,854,586

 428,834

 1,425,752

 798,269

 Grand Total

 18,858

 $159,912,869

 $38,388,635

 $121,524,234

 $67,173,975

 As of December 31, 2023, we had
17,662 active premium finance loans in nine states. The following is a summary of our premium loan portfolio as of December 31, 2023:

 State

 Loans

 Total

Premiums

 Down

Payment

 Amount

Financed

 Total

Outstanding

 Florida

 10,377

 86,767,723

 20,990,069

 65,777,654

 39,014,494

 Georgia

 1,870

 14,811,119

 3,667,559

 11,143,560

 6,423,266

 North Carolina

 3,303

 15,006,785

 3,273,776

 11,733,009

 6,288,727

 South Carolina

 1,108

 12,980,095

 2,621,533

 10,358,562

 6,284,471

 Texas

 11,720,775

 2,979,168

 8,741,607

 5,098,364

 All other states

 927,635

 184,792

 742,843

 492,753

 Grand Total

 17,662

 $ 142,214,132

 $ 33,716,897

 $108,497,235

 $ 63,602,075

 Credit Quality Information

 The following table presents credit-related
information at the "class" level in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards
Codification Topic ("ASC") 310-10-50, Disclosures about the Credit Quality of Finance Receivables and the Allowance
for Credit Losses. A class is generally a disaggregation of a portfolio segment. In determining the classes, the Company considered
the finance receivable characteristics and methods it applies in monitoring and assessing credit risk and performance.

 Our premium finance receivables
portfolio is analyzed in two segments: (1) Due from Insured and (2) Due from Insurance Carrier. The following tables summarize the portfolio
segments by the risk ratings that regulatory agencies utilize to classify credit exposure, and which are consistent with indicators the
Company monitors. Risk ratings are reviewed on a regular basis and are adjusted as necessary for updated information affecting the borrowers'
ability to fulfill their obligations.

 For the Due from Insured segment,
we analyze and rate our receivables based on the amount of unearned premium (i.e. collateral) on a loan based on a "worst case"
cancellation date. Loans that would be undercollateralized as of this assumed cancellation are deemed to be Special Mention loans. For
the Due from Insurance Carrier segment, we analyze and rate our receivables based on the amount of unearned premium (i.e. collateral)
on a loan based on the actual cancellation date. Loans that would be undercollateralized as of the cancellation date are deemed to be
Special Mention loans. The Company monitors the amount at which Special Mention receivables are undercollateralized. The Company strategically
balances its exposure to undercollateralized loans, while staying competitive in the markets it serves.

 The definitions of these ratings
are as follows:

 Pass – finance receivables in this category do not meet the criteria for classification in one of the categories below.

 Special mention – a special mention asset exhibits
 potential weaknesses that deserve management's close attention.

 If left uncorrected, these potential weaknesses may,
 at some future date, result in the deterioration of the repayment prospects.

 Classified – a classified asset ranges from:
 1) assets that are inadequately protected by the current sound worth and

 paying capacity of the borrower, and are characterized
 by the distinct possibility that some loss will be sustained if the deficiencies are not corrected to 2) assets with weaknesses that make
 collection or liquidation in full unlikely on the basis of current facts, conditions, and values. Assets in this classification can be
 accruing or on non-accrual depending on the evaluation of these factors.

 Pass loan collateral in excess of receivable value – the total amount of excess collateral over the receivable on loans classified as "pass" loans. All "pass" loans are fully collateralized based on the value of the unearned premium (i.e. collateral) compared to the unpaid balance of the loan. If a "pass" receivable were to undergo an assumed cancellation as of the respective balance sheet date, the Company would not experience a loss.

 Special mention receivable in excess of collateral value – the total amount of excess receivable over collateral on loans classified as "special mention" loans. All "special mention" loans are undercollateralized based on the value of the unearned premium (i.e. collateral) compared to the unpaid balance of the loan. For the Due from Insured segment, if a "special mention" receivable were to undergo an assumed cancellation as of the respective balance sheet date, the Company would expect to experience a loss. For the Due from Insurance Carrier segment, the "special mention" receivable is expected to produce a loss based on the actual cancellation date as of the respective balance sheet date. An estimate of the anticipated loss of all "special mention" loans is represented by the "'Special mention' receivable in excess of collateral value.

 As of December 31, 2024 and December
31, 2023, the Company considered $520,550 and $200,506, respectively, as lacking collateral adequate for the level of risk associated
with these loans while staying competitive within the industry. Management does not believe any of its receivables would be considered
Classified. The following tables classify our Finance Receivables by risk rating and portfolio segment:

 Segment – Due from Insured

 Pass

 $
 57,190,695

 $
 54,888,633

 Special mention

 2,567,395

 2,880,868

 Classified

 —

 —

 Total

 $
 59,758,090

 $
 57,769,501

 "Pass" loan collateral in excess of receivable value

 20,921,390

 19,442,394

 "Special mention" receivable in excess of collateral value

 99,990

 88,591

 Segment – Due from Insurance Carrier

 Pass

 $
 4,806,766

 $
 4,310,302

 Special mention

 2,609,119

 1,522,272

 Classified

 —

 —

 Total

 $
 7,415,885

 $
 5,832,574

 "Pass" loan collateral in excess of receivable value

 6,607,527

 4,774,298

 "Special mention" receivable in excess of collateral value

 420,561

 111,915

 The Company regularly monitors
each contract for payment status, sending late notices and cancelling contracts at the earliest permissible date allowed by the statutory
cancellation regulations. In maintaining a proper allowance for credit losses, the Company monitors past due accounts and scrutinizes
older receivables, generally over 120 days. However, in this industry, even though accounts may be highly aged and appear stale, they
are still collectible. Unearned premiums on cancelled accounts may be held at insurance companies for varying periods, though they are
still highly collectible. The Company protects its collateral by cancelling policies at the earliest permissible date. The Company regularly
contacts the insurance companies to ensure collectability. The Company manages its allowance conservatively ensuring an allowance balance
that encompasses uncollectible accounts. In the following table, the Company defines "non-performing loans without a specific reserve"
as loans in the Due from Insurance Carrier segment aged over 120 days. All other loans are considered "Performing loans evaluated
collectively." On December 31, 2024 and December 31, 2023, there were no loans with deteriorated credit quality.

 Finance Receivables – Method of individual evaluation:

 Performing loans evaluated individually

 $
 —

 $
 —

 Performing loans evaluated collectively

 64,786,338

 61,688,736

 Non-performing loans without a specific reserve

 2,387,637

 1,913,339

 Non-performing loans with a specific reserve

 —

 —

 Total

 $
 67,173,975

 $
 63,602,075

 Revenue Recognition

 Finance charges on insurance premium
installment contracts are initially recorded as unearned interest and are credited to income monthly over the term of the finance agreement.
An initial service fee, where permissible, and the first month's interest, on a pro rata basis, are recognized as income at the
inception of a contract. The initial service fee can only be charged once to an insured in a twelve-month period. In accordance with industry
practice, finance charges are recognized as income using the "Rule of 78s" method of amortizing finance charge income, which
does not materially differ from the interest method of amortizing finance charge income on short term receivables. Late charges are recognized
as income when charged. Maximum late fee charges are mandated by state regulations. The Company charges late fees at the earliest permissible
date based on the late fee regulations of the state in which the loan originated. Furthermore, the Company charges the maximum permissible
late fee based on the state in which the loan originated. Unearned interest is netted against Premium Finance Contracts and Related Receivables
on the balance sheet for reporting purposes.

 Debt Summary and Sources of Liquidity

 Below is a summary of some of
our debt and sources of liquidity. The discussion below does not discuss all of our debt. Please see the "Management's Discussion
and Analysis of Financial Condition and Results of Operations" as well as our financial statements and the notes to those financial
statements contained elsewhere in Item 8 of this Form 10-K for additional information about debt and sources of liquidity.

 Line of Credit

 On February 3, 2021, the Company
entered into an exclusive twenty-four month loan agreement with First Horizon Bank, our senior lender, for a revolving line of credit
in the amount of $35,000,000, which was immediately funded for $25,974,695 to pay off the prior line of credit. On this date, the prior
line of credit was fully repaid and terminated. The Company recorded $180,350 of loan origination costs. In October 2021, the Company
increased its line of credit with First Horizon Bank from $35,000,000 to $45,000,000. The Company recorded $25,771 of line of credit costs
related to the credit increase. In November 2022, the Company extended the maturity on its line of credit agreement with FHB until November
30, 2025. This extension also changed the Index Rate of the line of credit from 30-Day Libor to 30-Day Secured Overnight Financing Rate
("SOFR"). The Company recorded $117,228 of line of credit costs related to this extension, which is included in the line of
credit balance in the consolidated balance sheet at December 31, 2024.

 At December 31, 2024 and 2023,
the advance rate was 85% of the aggregate unpaid balance of the Company's eligible accounts receivable. The line of credit is secured
by all Company assets and is personally guaranteed by our CEO and two directors of the Company. The line of credit bears interest at 30-Day
SOFR plus 2.55-2.96% per annum (7.30% and 8.09% at December 31, 2024 and 2023, respectively). As of December 31, 2024 and 2023, the amount
of principal outstanding on the line of credit was $41,217,513 and $42,377,736, respectively, and is reported on the consolidated balance
sheet net of $1,445 and $3,021, respectively, of unamortized loan origination fees. Interest expense on this line of credit for the years
ended December 31, 2024 and 2023 totaled approximately $3,056,000 and $3,023,000, respectively. The Company recorded amortized loan origination
fee for the years ended December 31, 2024 and 2023 of $1,576 and $104,701, respectively. For the years ended December 31, 2024 and 2023,
the Company paid a fee based on the unused portion of the line of credit totaling $4,093 and $17,272, respectively, which is included
in interest expense. The Company had availability on this line of credit of $3,756,900 as of December 31, 2024.

 The Company's agreements
with FHB contain certain financial covenants and restrictions. Under these restrictions, all the Company's assets are pledged to
secure the line of credit, the Company must maintain certain financial ratios such as an adjusted tangible net worth ratio, interest coverage
ratio and adjusted leverage ratio. The loan agreement also provides for certain covenants such as audited financial statements, notice
of change of control, budget, permission for any new debt, and copies of filings with regulatory bodies. On November 14, 2023, the Company
executed an amendment of the loan agreement, which provided a waiver of default on its Interest Coverage Ratio as of September 30, 2023.
The amendment also reduced the Minimum Interest Coverage Ratio for the following four quarters through September 30, 2024. Management
believes it was in compliance with the applicable debt covenants as of December 31, 2024 and December 31, 2023.

 Promissory Notes to Unrelated Parties

 These
are notes payable to individuals. The notes have interest payable monthly, ranging from 6% to 8% per annum and are unsecured and subordinated.
The principal is due on various dates through August 31, 2030. The maturity date of these notes automatically extends for periods of three
months to six years unless the note holder requests repayment through written instructions at least ninety days prior to the maturity
date of the note. The automatic maturity extension of these notes is considered a loan modification. Notes totaling $1,029,750 and $1,243,021
were rolled over during the years ended December 31, 2024 and 2023, respectively. Interest expense on the notes totaled approximately
$596,000 and $496,000 during the year ended December 31, 2024 and 2023, respectively. The Company received proceeds on these notes of
$2,269,440 and $350,212 for the years ended December 31, 2024 and 2023, respectively. The Company repaid principal on these notes of $131,500
and $771,576 for the years ended December 31, 2024 and 2023, respectively. In August 2024, the Company exchanged, in a cashless transaction,
$10,000 of these notes for 12,500 shares of common stock at a price of $0.80 per share from the exercise of previously vested incentive
stock options by an employee. There were no gains or losses on this exchange.

 Promissory Notes to Stockholders
and Related Parties

 These are notes payable to stockholders
and related parties. The notes have interest payable monthly of 8% per annum and are unsecured and subordinated. The principal is due
on various dates through November 30, 2028. The maturity date of these notes automatically extends for periods of one to four years unless
the note holder requests repayment through written instructions at least ninety days prior to the maturity date of the note. The automatic
maturity extension of these notes is considered a loan modification. Notes totaling $278,040 and $587,000 were rolled over during the
years ended December 31, 2024 and 2023, respectively. Interest expense on the notes totaled approximately $211,000 and $154,000 during
the years ended December 31, 2024 and 2023, respectively. The Company received proceeds on these notes of $1,028,000 and $190,000 for
the years ended December 31, 2024 and 2023, respectively. The Company repaid principal on these notes of $10,000 and $27,000 for the years
ended December 31, 2024 and 2023, respectively. In August 2024, the Company exchanged, in a cashless transaction, $66,960 of these notes
for 83,700 shares of common stock at a price of $0.80 per share from the exercise of previously vested incentive stock options by an employee.
There were no gains or losses on this exchange.

 Series A Convertible Preferred
Stock

 The Company is authorized to issue
600,000 shares of Series A Convertible Preferred Stock, $.001 par value. As of both December 31, 2024 and 2023, there were 166,000 shares
of Series A convertible preferred stock issued and outstanding for $10.00 per share.

 In the event of any liquidation,
dissolution or winding up of the Company, the holders of preferred stock shall be entitled to receive, prior and in preference to any
distribution of any of the assets of the Company to the holders of common stock, an amount equal to $10 for each share of preferred stock,
plus all unpaid dividends that have been accrued, accumulated or declared. As of December 31, 2024, the total liquidation preference on
the preferred stock is $1,689,050. The Company may redeem the preferred stock from the holders at any time following the second anniversary
of the closing of the original purchase of the preferred stock. The Series A Convertible Preferred Stock can be converted to common stock
at 80% of the prevailing market price over the previous 30-day period at the option of the Company.

 Holders of preferred stock are
entitled to receive preferential cumulative dividends, only if declared by the board of directors, at a rate of 7% per annum per share
of the liquidation preference amount of $10 per share. During the years ended December 31, 2024 and 2023, the Board of Directors has declared
and paid dividends on the preferred stock of $116,200 and $116,200, respectively. As of each of December 31, 2024 and 2023, preferred
dividends are in arrears by $29,050. December 31, 2023 dividends in arrears were declared and paid in January 2024. December 31, 2024
dividends in arrears were declared and paid in January 2025. As of January 2025, all dividends in arrears had been declared and paid.

 Our Customers

 The
majority of our customers are small- to medium-sized businesses seeking property and casualty insurance through local independent insurance
agents. We are currently licensed to operate in thirty-seven states where the premium finance laws are favorable to making insurance premium
finance loans. Premiums on these commercial insurance policies are written on a semi-annual or annual basis exclusively and insurance
premium finance loans are repaid over a maximum of four and eleven consecutive monthly payments, respectively. Substantially all of our
loans are written for a nine- to ten-month term. Premiums on these financed policies typically range between $1,000 to $100,000.
At December 31, 2024 and December 31, 2023, we have 18,858 and 17,662 premium finance loans outstanding, respectively. The types of policies
we finance vary. They are most often motor truck cargo, physical damage and liability, commercial auto, commercial general liability,
commercial package policies, professional liability, and commercial property. Most of the policies we finance are written through local
independent insurance agents. The insurance companies they represent generally do not provide premium installment payment plans.

 Competition

 Our industry is highly competitive
with three types of competitors. Fifteen of our largest competitors are national premium finance firms primarily owned by commercial banks,
which write over 50% of all premium finance loans. A second type of competitor is comprised of regional premium finance companies owned
by entrepreneurs. Our remaining competitors are smaller, local companies, many of which are affiliated with insurance agencies. There
is a low barrier to entry into the business as regulations do not require passing any tests or having substantial capital. A prime requirement
for success in the industry is access to low-cost capital as profits are substantially related to the spread between the cost of capital
and interest earned on premium finance loans. Because of the secure nature of insurance premium finance loans, our industry is intensely
competitive:

 Large National Finance Companies
are owned or affiliated with financial institutions and make up approximately 50% of the financed premiums in the industry today. Since
access to capital is plentiful and the cost of funds are historically low, these finance companies seek the security of the premium finance
industry to get valued returns with minimal risk. However, since these competitors oftentimes lack the agility or desire to develop personal
relationships, they generally seek out the largest premiums solely by offering the lowest rates.

 Regional finance companies compete
for business in smaller regional territories throughout the U.S. These companies are typically owned by entrepreneurs that raise debt
privately and leverage it with a bank or similar asset-based lender. While these regional competitors manage to maintain some of the benefits
of the smaller companies on a relationship level, they lack access to capital enjoyed by large institutionally owned competitors. Thus,
they are limited to modest organic growth with limited exit strategy.

 Smaller locally operated finance
companies generally conduct business in the state in which they are domiciled and typically limit their business to that state, county,
or municipality. These companies are often family-owned and operated and can even be affiliated with an insurance agency or agencies or
even a small insurance company. While these smaller competitors are able to develop personal relationships, owners often lack the experience,
business acumen and access to capital enjoyed by their larger competitors.

 Marketing

 The
servicing of loans for policy premiums of $1,000 to $100,000 can be time consuming and require responsive customer service, but competition
in this segment is less intense. Our customers generally do not have an insurance expert on staff, and they rely on their brokers or agents
to recommend insurance premium finance companies. Our referral base has access to multiple alternate insurance premium finance sources
operating at the national, regional and local level. We believe we compete against our competitors primarily through the quality of our
technology, which allows our agents and brokers to receive a quick response to a loan application and the quality of the personalized
service of the loans which we provide. We believe that we are successful because our technology and customer service helps our referral
sources achieve their own customer satisfaction and retention. We have a website for our customers and agents at www.standardpremium.com.
We have six employees who act as our marketing representatives in the field. They call on our broker and agent base and seek new brokers
and agents to represent us to their clients. Our main marketing activities are the establishment and maintenance of relationships with
our loan referral sources. We do not market or advertise our loan services directly to the parties receiving our loans but rather depend
upon insurance agents and brokers to advise their clients who wish to finance their premiums about our insurance premium loan program.

 Regulation

 In most
states, insurance premium finance companies are regulated by the Insurance Departments or Offices of Insurance Regulation in which they
operate. Each state has specific laws regulating items such as interest rates, late charges, loan terms, forms, audit provisions, cancellation
requirements among others. In addition, each state has the ability to audit each finance company and requires annual reports to be submitted.
We employ a full-time compliance manager as well as retained legal counsel who provide updates to our policies in accordance with changes
to laws in the states where we do business.

 ITEM 1A.

 RISK FACTORS

 An investment
in our common stock involves a high degree of risk and is subject to many uncertainties. These risks and uncertainties may adversely affect
our business, operating results and financial condition. In order to attain an appreciation for these risks and uncertainties, you should
read this Annual Report in its entirety and consider all of the information and advisements contained herein, including the following
risk factors and uncertainties. If any of the following risks occur, our business, operating results and financial condition could be
seriously harmed, and you could lose all or part of your investment.

 We depend on the availability
of significant amounts of credit to meet our liquidity needs and our failure to maintain our sources of credit could materially and adversely
affect our liquidity in the future.

 Our business
model is dependent upon our ability to borrow to maintain and grow our ability to lend money to our customers. On February 3, 2021, we
entered into a new two-year line of credit in the maximum amount of $35 million, which was immediately funded for $25,974,695 to pay off
the prior line of credit lender. In October 2021, the line of credit facility increased by $10 million to a total of $45 million. In November
2022, the term of the line of credit was extended until November 30, 2025. If we fail to renew or replace our line of credit at the expiration
of the current term, or we default on our line of credit, then our ability to continue our lending business at current levels and meet
our other obligations, would be materially adversely affected. Since the amount of money we can borrow on our revolving credit line is
based on a percentage of our entire loan portfolio less certain ineligible items, our other corporate debt (i.e., subordinated and un-subordinated
debt) plus our retained earnings and stockholder equity alone may limit our ability to increase the size of our loan portfolio.

 If our growth requires
us to raise additional capital, that capital may not be available when it is needed, or the cost of that capital may be very high.

 As we
grow, organically and through possible acquisitions, the amount of capital required to support our operations grows as well. We may need
to raise additional capital to support continued growth both organically and through possible acquisitions. Any equity capital we obtain
may result in the dilution of the interests of existing holders of our common stock. Our ability to raise additional capital, if needed,
will depend on conditions in the capital markets at that time which are outside our control and on our financial condition and performance.
If we cannot raise additional capital when needed, or on terms acceptable to us, our ability to expand our operations through organic
growth and possible acquisitions could be materially impaired and our financial condition and liquidity could be materially and negatively
affected.

 Our reliance on third
party insurance agents and brokers to originate our premium finance loans may result in increased exposure to credit risk and fraud.

 Our premium
finance loans are issued primarily through relationships with a large number of unaffiliated insurance agents and brokers. As a result,
risk management and general supervisory oversight may be difficult since we have little direct contact with the borrowers and such loans
may also be more susceptible to third party fraud. In certain cases, insurance agents and brokers may be funded directly on behalf of
the insurance company and/or its affiliates. If the agent or broker fails to remit these funds accordingly, or fails to provide an underlying
insurance policy, there may be little or no collateral. Acts of fraud are difficult to detect and deter, and we cannot assure investors
that our risk management procedures and controls will prevent losses from fraudulent activity.

 If our allowance for credit losses is not sufficient to absorb losses
that may occur in our loan portfolio, our financial condition and liquidity could suffer.

 We
maintain an allowance for credit losses that is intended to absorb credit losses that we expect to incur in our loan portfolio. At each
balance sheet date, our management determines the amount of the allowance for credit losses based on our estimate of probable and reasonably
estimable losses in our loan portfolio, taking into account probable losses that have been identified relating to specific borrowing relationships,
as well as probable losses inherent in the loan portfolio and credit undertakings that are not specifically identified. Because our allowance
for credit losses represents an estimate of inherent losses, there is no certainty that it will be adequate over time to cover credit
losses in the loan portfolio, particularly if there is deterioration in general economic or market conditions or events that adversely
affect specific customers. Although we believe our credit loss allowance is adequate to absorb reasonably estimable losses in our loan
portfolio, if our estimates are inaccurate and our actual loan losses exceed the amount that is anticipated, or if the loss assumptions
we used in calculating our reserves are significantly different from those we actually experience, our financial condition and liquidity
could be materially adversely affected.

 Failures of our information
technology systems may adversely affect our operations.

 We are
increasingly dependent upon computers and other information technology systems to manage our business. We rely upon information technology
systems to process, record, monitor and disseminate information about our operations. In some cases, we depend on third parties to provide
or maintain these systems. While we perform a review of controls instituted by our critical vendors in accordance with industry standards,
we must rely on the continued maintenance of these controls by the outside party, including safeguards over the security of customer data.
Additionally, we must rely on our employees to safeguard access to our information technology systems and avoid inadvertent complicity
with external security threats. Although we take protective measures and endeavor to modify them as circumstances warrant, the security
of our computer systems, software and networks may be vulnerable to breaches, unauthorized access, misuse, computer viruses or other malicious
code and cyberattacks that could have a security impact. If one or more of these events occur, or if any of our financial, accounting
or other data processing systems fail or have other significant shortcomings, this could jeopardize our or our customers' confidential
and other information processed and stored in, and transmitted through, our computer systems and networks or otherwise cause interruptions
or malfunctions in our operations or the operations of our customers or counterparties. We may be required to expend significant additional
resources to modify our protective measures or to investigate and remediate vulnerabilities or other exposures, and we may be subject
to litigation and financial losses that are either not insured against or not fully covered through any insurance maintained by us. Security
breaches in our online systems could also have an adverse effect on our reputation. Our systems may also be affected by events that are
beyond our control, which may include, for example, electrical or telecommunications outages or other damage to our property or assets.
Although we take precautions against malfunctions and security breaches, we cannot assure that such efforts will be adequate to prevent
problems that could materially adversely affect our business, financial condition and results of operations.

 If we are unable to
attract and retain experienced and qualified personnel, our ability to provide high quality service will be diminished, we may lose key
customer relationships, and our results of operations may suffer.

 We believe
that our success depends, in part, on our ability to attract and retain experienced personnel, including our senior management and other
key personnel. The departure of senior manager or other key personnel may damage relationships with certain customers, or certain customers
may choose to follow such personnel to a competitor. The loss of any of our senior managers or other key personnel, or our inability to
identify, recruit and retain such personnel, could materially and adversely affect our business, results of operations and financial condition.
All our employees are "at will" with no fixed term of employment.

 Our lack of contractual
marketing relationships with our loan referral base could adversely affect our revenue, profits and financial condition.

 We do
not have contractual marketing arrangements with the insurance brokers and agents. Since we depend upon the insurance brokers and agents
to refer their customers to us for premium loans, our premium loan volume could decline if our referral base decided to refer their clients
to other sources of premium loans.

 Since our business
is concentrated in Florida, Georgia, North Carolina, South Carolina, and Texas, declines in the economy of these states could adversely
affect our business.

 Our success
depends primarily on the general economic conditions of the specific local markets in which we operate. We provide premium finance loans
to customers primarily in the states of Florida, Georgia, North Carolina, South Carolina, and Texas. The local economic conditions in
these market states significantly impact the demand for our premium finance loans as well as the ability of our customers to repay loans.
Declines in economic conditions, including inflation, recession, unemployment, changes in securities markets or other factors impacting
these local markets, including natural disasters, hurricanes, and pandemics, could, in turn, have a material adverse effect on our financial
condition and results of operations.

 Competition in the
insurance premium finance industry is intense, and some of our competitors have greater financial, technological and other resources than
we currently possess. If we are not able to compete effectively, we may lose market share and our business could suffer.

 We face
intense competition from other insurance premium finance firms. Many competing companies have longer operating histories, greater access
to capital, lower cost of capital, more lending experience, greater name recognition, larger staffs and substantially greater financial,
technical and marketing resources than we currently possess. The superior resources that some of these competitors have available could
allow them to compete successfully against us, which could have a material adverse effect on our business, results of operations, financial
condition, liquidity and prospects.

 We face
competition in financing insurance premiums throughout our market area. Our competitors include national, regional and other community
banks, and a wide range of other financial institutions such as credit unions, insurance companies, factoring companies and other non-bank
financial companies. Many of these competitors have access to cheaper capital, substantially greater resources and market presence than
Standard and, as a result of their size, may be able to offer a broader range of products at better prices.

 If we fail to establish
and maintain proper and effective internal control over financial reporting, our operating results and our ability to operate our business
could be harmed.

 Ensuring
that we have adequate internal financial and accounting controls and procedures in place so that we can produce accurate financial statements
on a timely basis is a costly and time-consuming effort that needs to be re-evaluated frequently. Internal control over financial
reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements in accordance with U.S. GAAP.

 In addition,
we are required to be compliant with public company internal control requirements mandated under Section 302 and 906 of the Sarbanes-Oxley
Act. We implement measures designed to improve our internal controls over financial reporting, including the hiring of accounting personnel
and establishing new accounting and financial reporting procedures to establish an appropriate level of internal controls over financial
reporting. However, we cannot provide assurances that we will be successful in doing so. If we are unable to successfully implement internal
controls over financial reporting, the accuracy and timing of our financial reporting, and our stock price, may be adversely affected
and we may be unable to maintain compliance with the applicable stock market listing requirements.

 Implementing
any appropriate changes to our internal controls may distract our officers and employees, entail substantial costs to modify existing
processes and take significant time to complete. These changes may not, however, be effective in maintaining the adequacy of our internal
controls, and any failure to maintain that adequacy, or consequent inability to produce accurate financial statements on a timely basis,
could increase operating costs and harm the business.

 We do not anticipate
that we will pay any cash dividends on our common stock in the foreseeable future.

 The current
expectation is that for the foreseeable future, we will retain our future earnings to fund the development and growth of our business.
As a result, capital appreciation, if any, of our common stock will be the sole source of gain, if any, for any stockholders for the foreseeable
future.

 Our common stock began trading on the OTCQX
on March 21, 2022 and there is no assurance that an active market will develop or be maintained.

 Our common stock commenced trading
on the OTCQX Best Market under the symbol SPFX on March 21, 2022. We cannot assure that an active trading market for our shares will develop
or be maintained. In the absence of an active trading market for our common stock, stockholders may not be able to sell their shares at
the time that they would like to sell and may have to hold their shares indefinitely.

 We may not realize the anticipated benefits
of any acquisitions that we are able to complete.

 Part of our business strategy
is to grow through potential acquisitions in order to achieve economies of scale. Acquisitions involve several risks, including, but not
limited to:

 it may occur that the acquired company or assets do
not further Standard's business strategy, or that it overpaid for the company or assets, or that industry or economic conditions
change, all of which may require a future impairment charge;

 management may have difficulty integrating the operations
and personnel of the acquired business and may have difficulty retaining the key personnel of the acquired business;

 management may have difficulty incorporating the acquired
services with its existing services;

 there may be customer confusion where Standard's
services overlap with those of entities that are acquired;

 Standard's ongoing business and management's
attention may be disrupted or diverted by transition or integration issues and the complexity of managing geographically and culturally
diverse locations;

 There may be difficulty maintaining uniform standards,
controls, procedures and policies across locations;

 Standard may acquire companies that have material liabilities,
including, among other things, for the failure to comply with insurance laws and regulations;

 the acquisition may result in litigation from terminated
employees or third parties;

 management may experience significant problems or liabilities
associated with service quality, technology and legal contingencies;

 Standard may spend considerable amounts of money (legal,
accounting, diligence, etc.) in seeking an acquisition candidate and never complete the acquisition; and

 acquisition candidate letters of intent may have large
break-up fees if the acquisition is not completed.

 We may not be able to make future acquisitions without obtaining
additional financing.

 To finance any acquisitions, Standard
may, from time to time, issue additional equity securities or incur additional debt. A greater amount of debt or additional equity financing
could be required to the extent that its common stock fails to achieve or to maintain a market value sufficient to warrant its use in
future acquisitions, or to the extent that acquisition targets are unwilling to accept common stock in exchange for their businesses.
Furthermore, the Company would require bank approval of any additional debt or equity financing. Even if Standard were permitted to incur
additional debt or determine to sell equity, management may not be able to obtain additional required capital on acceptable terms, if
at all, which would limit its plans for growth. In addition, any capital they may be able to raise could result in increased leverage
on its balance sheet, additional interest and financing expense, and decreased operating income.

 Compliance with securities
laws.

 The Company's
common stock, preferred stock and promissory notes were sold to investors pursuant to exemptions under the Securities Act of 1933 with
respect to transactions involving limited offers and sales without registration. If the Company should fail to comply with each and every
one of the requirements of the available exemptions from registration, the investors may have the right to rescind their purchase of shares
if they so desire. Compliance is highly technical. There is always the possibility that if any investor or investors should obtain rescission
of their investments, the Company may be required to repurchase the securities. In addition, failure to comply with any of the requirements
for exemption under state securities laws could occasion the same results as a failure to comply with the above-mentioned federal rule
exemptions.

 We depend on the accuracy
and completeness of information we receive about our customers and counterparties to make credit decisions. Reliance on inaccurate or
misleading information may adversely affect our business, operations, and financial condition.

 We rely
on information furnished by or on behalf of customers and counterparties in deciding whether to extend credit or enter into other transactions.
This information could include financial statements, credit reports, and other financial information. We also rely on representations
of those customers, counterparties, or other third parties, such as independent auditors, as to the accuracy and completeness of that
information. Reliance on inaccurate or misleading financial statements, credit reports, or other financial information could have a material
adverse impact on our business, financial condition and results of operations.

 Certain protective provisions of our Series A Convertible Preferred
Stock may prevent us from entering into certain transactions, issuing certain securities or making changes in the rights, preferences,
privileges, qualifications, limitations or restrictions of, or applicable to, the Series A Preferred Stock which may be beneficial to
the holders of our common stock.

 Our Series
A Convertible Preferred Stock has certain protective provisions as set forth in Item 11 herein which may prevent us from engaging in transactions,
including mergers and acquisitions, or taking other actions which alter the provisions of the Series A Convertible Preferred Stock or
issuing other equity securities which may have rights senior to or on parity with the Series A Convertible Preferred Stock, or increasing
the amount of authorized Series A Convertible Preferred Stock even if such matters were beneficial to the holders of our common stock.

 We may cause the Series
A Convertible Preferred Stock to be converted into common stock which may reduce the price of our common stock.

 We may
increase the number of outstanding shares of our common stock by causing the conversion of the Series A Convertible Preferred Stock into
common stock. The issuance of additional shares of our common stock may cause a reduction in the market price of the shares of our common
stock.

 Particular Risks Associated with the Specialized
Insurance Premium Services Industry

 Our premium finance
business may involve a higher risk of delinquency or collection than other lending operations and could expose us to losses.

 We provide
financing for the payment of commercial insurance premiums through our subsidiary Standard Premium Finance Management Corporation. Commercial
insurance premium finance loans involve a unique, and possibly higher, risk of delinquency or collection than other types of loans. These
are initiated primarily through relationships with unaffiliated independent insurance agents. As a result, risk management is critical
and may be difficult. Roughly one-third of all new borrowers fail to make all of their payments. In such an event, we request cancellation
of the insurance policy and anticipate a refund from the insurance company and the agent. Under ideal conditions the down payment made
by the insured should create sufficient equity to pay off our loan in the event of cancellation. However, as a consequence of competitive
market conditions, we may have accepted a down payment that did not fully cover our loan. If, after the unearned premium on a cancelled
policy is fully refunded, there is still an outstanding balance, the insured must be billed directly. The cost of pursuing these funds
often exceeds the amount collected and most often results in write-offs by the Company. Many commercial loans have underwriting provisions
that may affect our collateral. Such instances may include but are not limited to fully earned policy fees or inspection fees, audit provisions,
state reporting requirements, and cancellation limitations. Such circumstances could greatly reduce the unearned premium in the event
of cancellation. Since we depend on the unearned premium for collateral, we could experience greater write-offs and thus, increased risk.

 A Decline in the Economy
in General May Result in a Decrease in Loan Originations.

 Declines
in the economy generally could have an adverse impact on our operating results by reducing the number of businesses purchasing insurance.
Further, those who are currently financing their policies may have more difficulty making their payments, thus raising our default rates.

 Increases in the Secured
Overnight Financing Rate may reduce the profitability of our loans.

 The rate
at which we lend money is set by the state. However, our revolving line of credit, which comprises our senior debt, is based, in part,
on the Secured Overnight Financing Rate ("SOFR"). When the SOFR rate increases, the interest we pay on our line of credit
increases while our interest income continues to be based on the interest rate established at the initiation of each premium finance loan.
Thus, with each increase, the spread between the interest we earn and the interest we pay narrows, reducing our net interest income.

 Changes in Insurance
Law may adversely affect our business.

 Our industry
is subject to laws, rules, and regulations established by the states in which we operate. Any changes in such laws, rules, and regulations
could be detrimental to the premium finance industry, thus having a negative effect on our operating income.

 Aggressive Marketing
by our Competitors may adversely affect our business.

 There
may be changes in the insurance market such as aggressive marketing by other premium finance companies or the emergence of new premium
finance companies. Many insurance companies offer payment plans in-house or through affiliates. This practice could increase. Such an
event would reduce the market share of all independent premium finance companies and would have a negative effect on our company.

 Insurance Company Insolvency
may cause us losses.

 Insurance
companies, although closely regulated by the various states, can also fail. When an insurance company fails, we may have significant exposure.
Such an event would put us at considerable risk. Although most insurance companies are covered through a guarantee fund, there may be
a lengthy delay in recovering these funds, and all funds due to us may not be recovered. Such an event would have a negative effect on
cash flow. In the event of insurance company failure of a carrier not covered under such guarantee fund, our exposure will be much greater.
There are rating services that evaluate the financial condition and stability of insurance companies. We use these to help us lower our
risks. However, conditions for any insurance company can change rapidly and the rating services we use may not give us sufficient warning
of any changes. In such an event, our risk factor could be increased.

 We may experience cash
flow problems due to delays in receiving proceeds from our bank loan or premium finance loan documentation.

 We issue
drafts on our bank account to fund new premium finance loans. These drafts clear our bank on a daily basis. To meet this funding need,
we draw funds on our revolving credit line with our senior lender on a regular basis. Should the senior lender be unable to fund us in
a timely fashion, we would have difficulty in funding these drafts. Failure on our part to cover all or part of these drafts could result
in cancellation or non-issuance of an insurance policy for which we may be liable. Further, if drafts fail to clear our bank it may jeopardize
our relationships with insurance agents and insurance companies, adversely affecting our ability to conduct business in the future. Insurance
agents that do business with our Company have the authority to issue drafts on our bank account to pay a portion of the insured's
premium upon initiation of the premium finance loan. We review these drafts daily to make certain they are all paid to and cashed by proper
parties. Improper items can be returned to the bank and will not be honored. Under normal circumstances, we receive the finance agreement
before the draft is presented to our bank. Frequently however, the draft is presented to our bank before we receive the finance agreement.
Since we cannot draw on our revolving line of credit without first presenting the loan agreement, this may cause a cash flow problem for
us. Such an event temporarily causes us to, in effect, use funds for which no loans have been secured. Such an event can reduce our profitability
and increase risk to the Company. In the event that a draft has not been cashed for an undue period of time, we may have a liability for
the draft, and the insured may have no coverage.

 Business Interruption
from natural disasters, including hurricanes and pandemics.

 In the
event of a natural disaster or other occurrence beyond our control, we may be unable to conduct our normal course of business that could
cause temporary or permanent harm to the Company due to loss of customers, increased defaults on our premium finance loans, interruptions
to our operations, and reduced demand for our premium finance loans.

 Insurance Company Concentration

 To reduce
our exposure, we try to limit the amount of financing we do for any one insurance company. The senior lender providing our revolving credit
line has placed certain limits on the percentage of our business that can be financed with any one insurance company. Although we endeavor
to keep our concentration within the limits authorized by our senior lender, this is not always possible. Market conditions may cause
fluctuations in our concentration, creating disproportionate exposure to one or several insurance companies. Such an event could increase
our risks.

 Our dependance on Insurance
Agents may expose us to losses.

 We are
continually adding new insurance agents to our customer base. Each new agent is screened by us to verify that he or she is licensed and
is in good standing with state authorities. In addition, we attempt to gather as much information as possible to assist us in evaluating
prospective customers. The risk of doing business with a new agent is significantly greater than that of doing business with an agent
with whom we have established a business history.

 Liability Arising from
Wrongful Cancellation of an Insurance Policy

 Through
the normal course of business, we cancel many insurance policies for non-payment. In the event we cancel an insurance policy in error,
we could be deemed liable for claims that would normally be paid by the insurance carrier. Such claims and resultant damages could be
significant. Although we carry professional liability insurance to cover such instances, certain provisions could prevent us from recovering
all or part of our claim.

 ITEM 1B.

 UNRESOLVED STAFF COMMENTS

 None.

 ITEM 1C.

 CYBERSECURITY

 Risk
Management and Strategy

 Cybersecurity
risk management is an essential part of our overall risk management strategy. We have established policies and processes for assessing,
identifying, and managing material risk from cybersecurity threats, and have integrated these processes into our overall risk management
systems and processes. We routinely assess material risks from cybersecurity threats, including any potential unauthorized occurrence
on or conducted through our information systems that may result in adverse effects on the confidentiality, integrity, or availability
of our information systems or any information residing therein.

 We conduct
periodic risk assessments to identify cybersecurity threats, as well as assessments in the event of a material change in our business
practices that may affect information systems that are vulnerable to such cybersecurity threats. These risk assessments include identification
of reasonably foreseeable internal and external risks, the likelihood and potential damage that could result from such risks, and the
sufficiency of existing policies, procedures, systems, and safeguards in place to manage such risks.

 Following
these risk assessments, we redesign, implement, and maintain reasonable safeguards to minimize identified risks; reasonably address any
identified gaps in existing safeguards; and regularly monitor the effectiveness of our safeguards. Primary responsibility for assessing,
monitoring, and managing our cybersecurity risks rests with our Vice President of Technology who reports to our Chief Executive Officer,
to manage the risk assessment and mitigation process.

 As part
of our overall risk management system, we monitor and test our safeguards and train our employees on these safeguards, in collaboration
with IT and management. All personnel are made aware of our cybersecurity policies through training.

 We engage
third parties in connection with our risk assessment processes. These service providers assist us in designing and implementing our cybersecurity
policies and procedures, as well as to monitor and test our safeguards. We require each third-party service provider to certify that it
has the ability to implement and maintain appropriate security measures, consistent with all applicable laws, to implement and maintain
reasonable security measures in connection with their work with us, and to promptly report any suspected breach of its security measures
that may affect our company.

 We have not encountered cybersecurity
challenges that have materially impaired our operations or financial standing. For additional information regarding risks from cybersecurity
threats, please refer to Item 1A. Risk Factors in this annual report on Form 10-K.

 Governance

 One of
the key functions of our board of directors is informed oversight of our risk management process, including risks from cybersecurity threats. Our board of directors is responsible for monitoring and assessing strategic risk exposure, and our executive officers are responsible
for the day-to-day management of the material risks we face. Our board of directors administers its cybersecurity risk oversight function
directly as a whole, as well as through the audit committee.

 Our Chief
Executive Officer and Chief Financial Officer are primarily responsible for assessing and managing our material risks from cybersecurity
threats with assistance from the Vice President of Technology and third-party service providers.

 Our Chief
Executive Officer and Chief Financial Officer oversee our cybersecurity policies and processes, including those described in "Risk
Management and Strategy" above. The cybersecurity risk management program includes tools and activities to prevent, detect, and
analyze current and emerging cybersecurity threats, and plans and strategies to address threats and incidents.

 Our Chief
Executive Officer and Vice President of Technology provide periodic briefings to the Board of Directors regarding our company's
cybersecurity risks and activities, including any recent cybersecurity incidents and related responses, cybersecurity systems testing,
and activities of third parties.

 ITEM 2.

 PROPERTIES

 The corporate headquarters of
the Company are located at 13590 SW 134 th Avenue, Suite 214, Miami, Florida 33186. We lease our general office space at this
location. In February 2024, the Company renewed this lease until February 28, 2027, including the one-year renewal option. We believe
that our existing facilities are adequate for our operations and their locations allow us to efficiently serve our customers.

 ITEM 3.

 LEGAL PROCEEDINGS

 None.

 ITEM 4.

 MINE SAFETY DISCLOSURES

 Not applicable.

 ITEM 5.

 MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 Market Information

 Our common stock is traded on
the OTCQX under the symbol SPFX. Quotes on OTCQX represent inter-dealer prices that do not include retail mark-ups, mark-downs, or commissions,
and may not necessarily represent actual transactions.

 Holders

 As
of March 10, 2025, we had 96 holders of record of our common stock and 3,001,216 shares of common stock outstanding.

 Dividends

 We did not declare or pay dividends
on our common stock in either fiscal year 2024 or 2023. The terms of our current line of credit agreement prohibit us from paying dividends
on our common stock without the consent of the lender. The Company anticipates that, for the foreseeable future, it will retain any earnings
for use in the operations of its business.

 ITEM 6.

 [RESERVED]

 Not required.

 ITEM 7.

 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 Overview

 We are an insurance premium financing
company, specializing primarily in commercial policies. We make it efficient for companies to access financing for insurance premiums.
Enabled by our network of marketing representatives and relationships with insurance agents, we provide a value-driven, customer-focused
lending service.

 We have offered premium financing
since 1991 through our wholly owned subsidiary, Standard Premium Finance Management Corporation. We are generally targeting premium financing
loans from $1,000 to $100,000, with repayment terms ranging from 6 to 10 months, although we may offer larger loans under circumstances
we deem appropriate. Qualified customers may have multiple loans with us concurrently, which we believe provides opportunities for repeat
business, as well as increased value for our customers.

 We originate loans primarily in
Florida, although we operate in several states. Over the past three years, the Company has expanded its operations, and currently is financing
insurance premiums in Arizona, Colorado, Connecticut, Florida, Georgia, Massachusetts, Maryland, Michigan, North Carolina, Pennsylvania,
South Carolina, Texas, and Virginia. Throughout 2023 and 2024, we have obtained additional licenses for a total of thirty-seven states.
We intend to continue to expand our market into new states as part of our organic growth strategy. Loans are originated primarily through
a network of insurance agents solicited by our in-house sales team and marketing representatives.

 We generate the majority of our
revenue through interest income and the associated fees earned from our loan products. We earn interest based on the "rule of 78"
and earn other associated fees as applicable to each loan. These fees include, but are not limited to, a one-time finance charge, late
fees, and NSF fees. Our company charges interest to its customers solely by the Rule of 78. Charging interest per the Rule of 78 is the
industry standard among premium finance loans. The Rule of 78 is a method to calculate the amount of principal and interest paid by each
payment on a loan with equal monthly payments. The Rule of 78 is a permissible method of calculating interest in the states in which we
operate. The Rule of 78 recognizes greater amounts of interest income and lesser amounts of principal repayment during the first months
of the loan, while decreasing interest income and increasing principal repayment during the final months of the loan. Whenever a loan
is repaid prior to full maturity, the Rule of 78 methodology is applied and the borrower is refunded accordingly.

 We rely on a diversified set of
funding sources for the loans we make to our customers. Our primary source of financing has historically been a line of credit at a bank
collateralized by our loan receivables and our other assets. We receive additional funding from unsecured subordinate noteholders that
pays monthly interest to the investors. We have also used proceeds from operating cash flow to fund loans in the past and continue to
finance a portion of our outstanding loans with these funds. See Liquidity and Capital Resources for additional information regarding
our financing strategy.

 The Company's main source
of funding is its line of credit, which represented approximately 63% ($41,216,068) of its capital and total liabilities as of December
31, 2024. As of December 31, 2024, the Company's subordinated notes payable and other loans represented approximately 19% ($12,724,253)
of the Company's capital and total liabilities, operating liabilities provide approximately 7% ($4,554,965) of the Company's
capital and total liabilities, preferred equity provides approximately 2% ($1,660,000) of the Company's capital and total liabilities,
and equity in retained earnings and common paid-in capital represents the remaining 9% ($5,691,697) of the Company's capital and
total liabilities.

 Key Financial and Operating Metrics

 We regularly monitor a series of metrics in order to
measure our current performance and project our future performance. These metrics aid us in developing and refining our growth strategies
and making strategic decisions.

 As of or for the Years Ended December
 31,

 2024

 2023

 Gross Revenue

 $
 12,143,143

 $
 9,723,010

 Originations

 $
 149,509,349

 $
 131,145,594

 Interest Earned Rate

 17.8
 %

 17.0
 %

 Cost of Funds Rate, Gross

 8.36
 %

 8.12
 %

 Cost of Funds Rate, Net

 6.27
 %

 6.09
 %

 Reserve Ratio

 2.78
 %

 2.18
 %

 Provision Rate

 0.84
 %

 0.73
 %

 Return on Assets

 1.35
 %

 0.73
 %

 Return on Equity

 16.57
 %

 9.22
 %

 Gross Revenue

 Gross Revenue represents the sum of interest and finance
income, associated fees and other revenue.

Originations

 Originations represent the total principal amount of
Loans made during the period.

 Interest Earned Rate

 The Interest Earned Rate is the average annual percentage
interest rate earned on new loans.

 Cost of Funds Rate, Gross

 Cost of Funds Rate, Gross is calculated as interest
expense divided by average debt outstanding for the period.

 Cost of Funds Rate, Net

 Cost of Funds Rate, Net is calculated as interest expense
divided by average debt outstanding for the period, net of the interest related tax benefit.

 Reserve Ratio

 Reserve Ratio is our allowance for credit losses at
the end of the period divided by the total amount of principal outstanding on Loans at the end of the period. It excludes net deferred
origination costs and associated fees.

 Provision Rate

 Provision Rate equals the provision for credit losses
for the period divided by originations for the period. Because we reserve for probable credit losses inherent in the portfolio upon origination,
this rate is significantly impacted by the expectation of credit losses for the period's originations volume. This rate is also
impacted by changes in loss expectations for contract receivables originated prior to the commencement of the period.

 Return on Assets

 Return on Assets is calculated as annualized net income
(loss) attributable to common stockholders for the period divided by average total assets for the period.

 Return on Equity

 Return on Equity is calculated as annualized net income
(loss) attributable to common stockholders for the period divided by average stockholders' equity attributable to common stockholders
for the period.

 RESULTS of OPERATIONS

 Results of Operations for the Year ended December 31, 2024 Compared
to the Year ended December 31. 2023

 Summary of Comparative Results

 For the years ended

 Increase/
(Decrease)

($)

 Increase/
(Decrease)

(%)

 Revenues:

 Finance Charges

 $
 10,549,453

 $

 8,285,805

 2,263,648

 27.3
 %

 Late Charges

 1,209,614

 1,067,914

 141,700

 13.3
 %

 Origination Charges

 384,076

 369,291

 14,785

 4.0
 %

 Gross Revenue

 12,143,143

 9,723,010

 2,420,133

 24.9
 %

 Expenses:

 Interest

 4,407,653

 3,798,046

 609,607

 16.1
 %

 Salaries and wages

 2,118,609

 1,767,153

 351,456

 19.9
 %

 Commissions

 1,449,676

 1,150,746

 298,930

 26.0
 %

 Provision for credit losses

 1,254,525

 950,815

 303,710

 31.9
 %

 Professional fees

 372,162

 310,951

 61,211

 19.7
 %

 Postage

 113,529

 114,980

 (1,451
)

 (1.3
 %)

 Insurance

 170,959

 124,484

 46,475

 37.3
 %

 Other operating expenses

 935,891

 792,942

 142,949

 18.0
 %

 Total costs and expenses

 10,823,004

 9,010,117

 1,812,887

 20.1
 %

 Income before income taxes

 1,320,139

 712,893

 607,246

 85.2
 %

 Provision for income taxes

 340,146

 180,491

 159,655

 88.5
 %

 Net income

 447,591

 84.1
 %

 Revenue

 Revenue increased by 24.9% overall or $2,420,133 to
$12,143,143 for the year ended December 31, 2024 from $9,723,010 for the year ended December 31, 2023. The increase in revenue was due
to a 27.3% or $2,263,648 increase in finance charges, a 13.3% or $141,700 increase in revenue from late charges, and a 4.0% or $18,785
increase in origination charges. Revenue from finance charges comprised 86.9% of overall revenue for the year ended December 31, 2024.

 During the year ended December 31, 2024 compared to
the year ended December 31, 2023, the company financed an additional $18,363,755 in new loan originations. This increase was due largely
to increased marketing efforts throughout our established and new states, primarily by hiring additional marketing representatives in
Florida and Texas. The Company also noted a 1,167 increase in the quantity of loan originations to 24,794 new loans for the year ended
December 31, 2024 as compared to 23,627 for the year ended December 31, 2023. The quantity of loan originations is directly correlated
to the increase in origination charge revenue, as the Company immediately recognizes an origination fee on substantially all new loans.

 Under the terms of the
line of credit agreement, the loan receivables and our other assets provide the collateral for the loan. As the receivables increase,
driven by new sales, the company has greater borrowing power, giving it the opportunity to generate additional sales. In November 2022,
the Company extended the maturity of this line of credit until November 30, 2025. See Future Cash Requirements for the Company's
strategy regarding its line of credit.

 Expenses

 Expenses increased by 20.1% or $1,812,887 to $10,823,004
for the year ended December 31, 2024 from $9,010,117 for the year ended December 31, 2023.

 The increase in expenses
was primarily due to increases in the following categories:

 $609,607 increase in interest expense as a result of increases in the line of credit interest rate and increased borrowings on the line of credit to fund growth in the loan portfolio. Due to benchmark interest rate increases adopted by the Federal Reserve Board throughout 2022 and 2023, interest rates throughout the marketplace have increased accordingly. In late 2024, benchmark interest rates decreased, providing some relief to our interest expense during the fourth quarter of 2024. Our line of credit features a variable interest rate based on one-month SOFR with a minimum rate of 3.35%. As of December 31, 2024 and 2023, our line of credit's interest rate was 7.30% and 8.09%, respectively. Throughout the year ended December 31, 2024, the Company typically had increased borrowings on its line of credit as compared to the year ended December 31, 2023. The Company also increased borrowings through subordinated notes payable to $12,032,537 at December 31, 2024 from $8,953,557 at December 31, 2023. This increase in borrowings is due primarily to increased loan originations.

 $351,456 increase in salaries and wages expense as a result of the hiring of additional marketing representatives in Florida, Texas, and the Northeast, as well as increased base salaries and wages for our office staff.

 $303,710 increase in the provision for credit losses as a result of increasing the allowance for credit losses in line with the balance in premium finance contracts receivable from increased new loan originations. The Company maintains a provision for credit losses based on the gross value of its premium finance contracts and related receivable employing historical and forward-looking attributes.

 $298,930 increase in commissions as a result of increased loan originations during the year ended December 31, 2024 as compared to the year ended December 31, 2023.

 Income before Taxes

 Income before taxes increased by $607,246 to $1,320,139 for the year ended
December 31, 2024 from $712,893 for the year ended December 31, 2023. This increase was attributable to the net increases and decreases
as discussed above.

 Income Tax Provision

 Income tax provision increased $159,655 to $340,146
for the year ended December 31, 2024 from $180,491 for the year ended December 31, 2023. This increase was primarily attributable to the
increase in taxable income.

 Net Income

 Net income increased by $447,591 to $979,993 for the
year ended December 31, 2024 from $532,402 for the year ended December 31, 2023. This increase was attributable to the $607,246 increase
in income before taxes, partially offset by the $159,655 increase in the provision for income taxes.

 LIQUIDITY and CAPITAL RESOURCES as of December

 We had $1,716 cash and a working
capital surplus of $14,566,412 at December 31, 2024. A significant working capital surplus is generally expected through the normal course
of business due primarily to the difference between the balance in loan receivables and the related line of credit liability. As discussed
in the Revenues section, the Company's line of credit is currently the primary source of operating funds. In February 2021,
the Company entered into a contract with a new lender, First Horizon Bank, for a two-year $35,000,000 line of credit. In October 2021,
the Company further increased its borrowing power on its line of credit to $45,000,000, an increase of $10,000,000. In November 2022,
the Company extended the maturity of this line of credit until November 30, 2025 and replaced the benchmark rate of the loan from 30-day
LIBOR to 30-day SOFR (Secured Overnight Financing Rate). LIBOR ceased to be published after June 30, 2023. The terms of the amended line
of credit include an interest rate based on the 30-day SOFR rate plus an applicable margin of 2.55% - 2.96%, with a minimum rate of 3.35%.
The applicable margin is based on the Company's ratio of total liabilities to tangible net worth. As of December 31, 2024, the Company's
applicable margin was 2.75%. We believe that we will be able to obtain an extension of our current line of credit or negotiate a replacement
line of credit with no material impact on our operations. We anticipate that the interest rate we pay on our revolving credit agreement
may decrease due to the recently adopted benchmark interest rate decreases by the Federal Reserve Board. Because of the short-term nature
of our loans, we are not bound to any particular loan and its fixed interest rate for a long period of time. Based on our estimates and
taking into account the risks and uncertainties of our plans, we believe that we will have adequate liquidity to finance and operate our
business and repay our obligations as they become due in the next 12 months.

 During
the year ended December 31, 2024, the Company raised an additional $1,028,000 in subordinated notes payable – related parties and
$2,269,440 in subordinated notes payable. During the year ended December 31, 2024, the Company repaid $10,000 of notes payable –
related parties and $131,500 of notes payable. The Company utilizes its cash inflows from subordinated debt as a financing source before
drawing additionally from the line of credit.

 Future Cash Requirements

 As the Company anticipates its
growth patterns to continue, a larger line of credit is paramount to fueling this growth. The Company's line of credit is $45,000,000
and its maturity on its line of credit facility is November 30, 2025. We believe that we will be able to obtain an extension of our current
line of credit or negotiate a replacement line of credit with no material impact on our operations. The Company does not currently have
any offers to extend or replace its line of credit.

 Uses of Liquidity and Capital Resources

 We require cash to fund our operating
expenses and working capital requirements, including costs associated with our premium finance loans, capital expenditures, debt repayments,
acquisitions (if any), pursuing market expansion, supporting sales and marketing activities, and other general corporate purposes. While
we believe we have sufficient liquidity and capital resources to fund our operations and repay our debt, we may elect to pursue additional
financing activities such as refinancing or expanding existing debt or pursuing other debt or equity offerings to provide flexibility
with our cash management and provide capital for potential acquisitions.

 Off-balance Sheet Arrangements

 None.

 Contractual Obligations

 As of December 31, 2024, the Company was contractually obligated as follows:

 Payments Due by Period

 Total

 Less than 1 Year

 1 – 3 Years

 3 – 5 Years

 More than 5 Years

 Line of credit

 $
 41,216,068

 $
 41,216,068

 $
 —

 $
 —

 $
 —

 Subordinated notes payable

 12,032,537

 3,992,940

 7,338,597

 701,000

 —

 Capital lease obligations

 27,393

 13,875

 13,518

 —

 —

 Operating lease obligations

 203,118

 114,230

 88,888

 —

 —

 Purchase obligations

 —

 —

 —

 —

 —

 Other long-term obligations

 45,705

 45,705

 —

 —

 —

 Total contractual obligations

 $
 53,524,821

 $
 45,382,818

 $
 7,441,003

 $
 701,000

 $
 —

 CRITICAL ACCOUNTING POLICIES AND ESTIMATES

 We consider the following to be
our most critical accounting policy because it involves critical accounting estimates and a significant degree of management judgment:

 Allowance for credit losses

 We are subject to the risk of
loss associated with our borrowers' inability to fulfill their payment obligations, the risk that we will not collect sufficient
unearned premium refunds on the cancelled policies on the defaulted loans to fully cover the unpaid loan principal and the risk that payments
due us from insurance agents and brokers will not be paid.

 In developing a measurement of
credit loss, institutions are required to segment financial assets into pools that share similar risk characteristics. The Company retains
a third-party service provider to analyze its loan portfolio and create a financial model to better estimate its allowance for credit
losses within the context of ASC 326, "Financial Instruments – Credit Losses". Management, along with their service
provider, performs an annual analysis to assist with the determination process of how financial assets should be segregated by risk. Based
on this internal risk analysis performed on the Company's historical datasets, assets are designated into asset classes based on
asset codes and other credit quality indicators to provide structure based on similar risk characteristics or areas of risk concentration.
Management, at the recommendation of the service provider, updated its allowance estimation model by including portfolio segmentation
and the application of a separate methodology for each portfolio segment. The Company classifies its portfolio into two segments, (1)
Due from Insured and (2) Due from Insurance Carrier. The segmentation is based on the respective payment and risk characteristics of each
portfolio segment. The Company develops a systematic methodology to determine its allowance for credit losses at the portfolio segment
level.

 The Company utilized the vintage
Probability of Default (PD) method for determining expected future credit losses for the Due from Insured portfolio segment. PD is a measure
of the likelihood that a borrower will default on an asset or other financial obligation. Default refers to the failure by the borrower
to make scheduled payments. Defaults are tracked historically by the percentage of assets in default to assets remaining in the pool by
vintage cohort based on month after origination. Additionally, Loss Given Default (LGD) is a measure of the expected loss on a loan or
asset in the event of default by the borrower. In other words, it is the amount of money that a lender is likely to lose if the borrower
fails to make scheduled payments on the asset. The expectation of future defaults and loss given default are used as the basis for the
allowance for credit losses on each asset by segment. The asset level ACLs are then aggregated by asset segment for reporting purposes.

 The Company utilized the reporting
period loss rate discounted cash flow method for determining expected future credit losses for the Due from Insurance Carrier portfolio
segment. In a DCF model, projected cash flows by asset are adjusted for charge-offs, prepayments and amortization are discounted to their
present value using the effective interest rate. The effective interest rate used in a DCF model is based on the stated rate that is adjusted
for deferred fees and costs, and premiums and discounts. The technique considers future cash flows, adjusted for potential charge-off
and prepayment activity, based on the Company's own historical experience. The difference between the discounted cash flow and the
current amortized cost basis of the asset represents the allowance for credit losses (ACL). These asset-level ACLs are then aggregated
for reporting purposes at the segment level. In a reporting period loss rate model, historical data is viewed from an historical reporting
period perspective and grouped into segments that share similar characteristics, such as asset type, and credit quality. This allows the
model to capture the unique cash flow profile of each segment over the contractual term of each pool.

 Stock-Based Compensation

 We account for stock-based compensation
by measuring and recognizing as compensation expense the fair value of all share-based payment awards made to directors, executives, employees
and consultants, including employee stock options related to our 2019 Equity Incentive Plan and stock warrants based on estimated grant
date fair values. The determination of fair value involves a number of significant estimates. We use the Black Scholes option pricing
model to estimate the value of employee stock options and stock warrants, which requires a number of assumptions to determine the model
inputs. These include the expected volatility of our stock and employee exercise behavior which are based expectations of future developments
over the term of the option.

 ITEM 7A.

 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 Not required.

 ITEM 8.

 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 See Item 15 – Exhibits and Financial Statement
Schedules of this filing.

 ITEM 9.

 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 None.

 ITEM 9A.

 CONTROLS AND PROCEDURES

 Evaluation of Disclosure
Controls and Procedures

 As required
by Rule 13a-15(b) of the Exchange Act, we have evaluated, under the supervision and with the participation of our management, including
our principal executive officer and principal financial officer, the effectiveness of the design and operation of our disclosure controls
and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2024. Our disclosure controls and
procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file or
submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal
financial officer, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized and
reported within the time periods specified in the rules and forms of the SEC. Based upon the evaluation, our principal executive officer
and principal financial officer have concluded that our disclosure controls and procedures were effective at December 31, 2024 at the
reasonable assurance level.

 Management's Report
on Internal Control over Financial Reporting

 Our management
is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under
the Exchange Act. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2024.
In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission
on Internal Control-Integrated Framework (2013 framework). Our management has concluded that our internal control over financial reporting
was effective as of December 31, 2024 based on these criteria. This annual report does not include an attestation report of our independent
registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation
by our independent registered public accounting firm pursuant to section 404(c) of the Sarbanes-Oxley Act of 2002, as amended, that permits
the Company, as a smaller reporting company, to provide only management's report in this annual report.

 Changes in Internal Control
Over Financial Reporting

 There have been no changes in our
internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during our fiscal quarter
ended December 31, 2024 that have materially affected or are reasonably likely to materially affect our internal control over financial
reporting.

 ITEM 9B.

 OTHER INFORMATION

 Insider Adoption or Termination
of Trading Arrangements

 During the fiscal quarter
ended December 31, 2024, none of our directors or officers informed us of the adoption, modification, or termination of a "Rule
10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as those terms are defined in Regulation S-K,
Item 408.

 ITEM 9C.

 DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 None.

 ITEM 10.

 DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

 Directors and Executive Officers of Standard
Premium Finance Holdings, Inc.

 The following table sets
forth the names, ages and titles of our executive officers and directors as of March 10, 2025.

 Name

 Age

 Position

 Chairman, President, Chief Executive Officer

 Chief Financial Officer, Director

 Margaret Ruiz

 Operations Manager, Secretary

 Victor Galliano

 Vice President of Marketing

 Robert Mattucci

 Vice President of Sales

 Scott Howell, MD

 Mark E. Kutne, MD

 John C. Leavitt, DBA

 Christopher Perrucci, ESQ

 James Wall

 Carl C. Hoechner

 Director Tiers

 The Company's Bylaws establishes a tiered Board
of Directors consisting of three tiers of directors, with each tier of directors serving three-year terms that will end in successive
years at the annual meeting of stockholders.

 Directors whose terms will expire at the 2025 annual
meeting of stockholders:

 John C. Leavitt, DBA

 Chirstopher Perrucci, ESQ

 Carl C. Hoechner

 Directors whose terms will expire at the 2026 annual
meeting of stockholders:

 Mark Kutner, MD

 Scott Howell, MD

 Directors whose terms will expire at the 2027 annual
meeting of stockholders:

 James Wall

 Director and Executive Officer Biographies

 William Koppelmann – Chairman, Board of
Directors, President and Chief Executive Officer.

 William Koppelmann has been the Chairman and President
of Standard Premium Finance Holdings, Inc., since its organization in May 2017, is a co-founder, and has been the President of Standard
Premium Finance Management Corporation, since its inception in 1997. An entrepreneur with more than 30 years' experience in the
insurance premium finance industry, he is proficient in receivables management, capital-raising and debt restructuring. He currently oversees
all aspects of the Company's operations. Mr. Koppelmann has served on the board of the Florida Premium Finance Association for more than
15 years. He is the immediate past president, serving in that capacity for three successive terms. Mr. Koppelmann attended Barry University
and Miami Dade College, where he completed his Property and Casualty insurance Certification. He is a member of the Florida Association
of Insurance Agents, Professional Insurance Agents Association, Latin American Insurance Association and Independent Insurance Agents
of Dade County. William Koppelmann is Margaret Ruiz's brother. The Board believes that Mr. Koppelmann
provides essential insight and expertise concerning the business, operations and strategies of the Company that is needed for the Board's
oversight and decision-making responsibilities.

 Brian Krogol –Director, Chief Financial
Officer.

 Brian Krogol has been our Chief Financial Officer
since June 2021. Mr. Krogol joined Standard Premium Finance Holdings, Inc. as Vice President of Accounting in October 2019. Brian Krogol
graduated from the Fisher School of Accounting at the University of Florida with a Master of Accounting (MAcc) in 2011. From 2011-2013,
he worked as an auditor with Grant Thornton, an international organization of independent assurance, tax, and advisory firms, gaining
audit experience with companies in the health care, manufacturing, distribution, hospitality, restaurant, and financial industries, as
well as, experience on 10-Q, 10-K, SOX 404, benefit plan, and IPO engagements for SEC clients, as well as quarter- and year-end engagements
for private clients reporting under US GAAP. Mr. Krogol gained recognition for earning the prestigious Elijah Watt Sells award in 2012
for his performance on the Certified Public Accountant examination. Of more than 92,000 candidates who sat for the examination in 2012,
only thirty-nine candidates met the criteria for this award. On the tailwind of this award, from 2013-2019, Mr. Krogol operated a private
tutoring business, primarily preparing students for the CPA exam, as well as college level accounting, finance, economics, and mathematics
courses. During this period, from 2015 to 2018, Mr. Krogol joined Clutch Prep as Lead Business Instructor, designing and maintaining online
curriculum, including recording instructional videos for undergraduate level accounting, finance, and economic courses. The board believes
that Mr. Krogol provides essential insight into the Company's financial affairs.

 Margaret Ruiz – Operations Manager and Secretary.

 Margaret Ruiz has been our Operations Manager and
Secretary since 2017. Since August 2000, she has served as Operations Manager of Standard Premium Finance Management Corporation. Prior
to joining Standard Premium Finance Management Corporation in August 2000, Margaret Ruiz gained nearly 20 years of commercial banking
experience with SunTrust Bank from 1980 to 1997 and Office Manager at Professional Therapeutic Alternatives from 1997 to 2000. Her early
career in Human Resources was spent in recruiting and employment matters. She was responsible for the nonexempt staffing for SunTrust's
1500 employees. Ruiz is proficient in computer operations, having worked for three years in the bank's data center, acting as liaison
for branch personnel in all aspects of technical issues related to retail banking. Ms. Ruiz is an integral part of the Company's
management, in charge of the day-to-day operations and the supervision of 12 staff members. She oversees the customer service provided
to more than 600 agents and agencies throughout the Southeast United States and Texas. Ms. Ruiz is involved in most aspects of audit requirements
imposed by the Company's lender and governing entities, ensuring compliance by administering strict internal control procedures.
Most notable of Ms. Ruiz's recent accomplishments is the successful overhaul of the operating system, converting over 20,000 customer
records and implementing new procedures. Margaret Ruiz is William Koppelmann's sister.

 Robert Mattucci – Vice President of Sales

 Robert Mattucci has been our Vice President of Sales
since September 2019 overseeing sales throughout the nation. Originally hired as a marketing representative for the west coast of Florida
in 2006, Mr. Mattucci was directly responsible for achieving a 300% growth in sales over a 3-year period in the region. His primary duties
involve the recruitment and training of all new sales personnel. After being promoted to National Sales Manager in 2009, Mr. Mattucci
developed sales operations in Dallas, Atlanta and Charlotte.

 Victor Galliano – Vice President of Marketing

 Victor Galliano has been the Vice President of Marketing
for Holdings since September 2019 and works for SPFMC since 2008. Victor Galliano has over 25 years of sales experience working in the
insurance premium finance industry. In January 2008, Mr. Galliano became regional sales manager for Standard Premium Finance and has been
recognized as the lead sales representative every year thereafter. With his vision and efforts, he was able to expand sales statewide.
In 2012, he was promoted to VP of Sales for Florida and was responsible for developing and implementing a statewide sales strategy that
led to yearly organic growth. During this time, he also helped launch various national sales campaigns and trained junior sales staff
members. In addition, Mr. Galliano earned an MBA, with a specialization in accounting, from St. Thomas University in 2001.

 Scott Howell, MD – Director.

 Dr. Scott Howell has served as a Company director
since 2017. Dr. Howell is currently a practicing physician for more than 25 years. Dr. Howell is board certified in Family Practice, Preventative
Medicine and Public Health and Addiction Medicine. Presently, Dr. Howell advises healthcare organizations with regulatory, product development,
reimbursement and financial modeling for multiple healthcare organizations. Dr. Howell is the medical director at the AIDS Healthcare
Foundation Chronic Care Special Needs Plan (C-SNP) from 2019 to the present. In 2018, Dr. Howell launched 11.2 Healthcare, Inc., a private
healthcare finance consulting organization concentrating on managed care, medical devices and financing of developmental companies. From
2017 to 2018, Dr. Howell was the Chief Medical Officer at Advantmed, a healthcare analytics and delivery organization. From 2015 to 2017,
Dr. Howell was an executive medical director for Heritage Development Organization, for which he participated in national expansion through
joint ventures, mergers & acquisitions and by identifying enterprise-wide clinical solutions. From 2008 to 2015, Dr. Howell was the
National Senior Medical Director and Chief Medical Officer for Network and Population Health at Optum Insight, responsible for risk adjustment,
quality performance, networks, predictive modeling and clinical consulting, including as the Regional Chief Medical Officer (RCMO) for
the Northeast Region of Americhoice, Inc. focusing on the Medicaid and Dual SNP populations. From 2000 to 2008, Dr. Howell was the Medical
Director for Managed Care at the AIDS Healthcare Foundation, the first HIV SNP in the nation, and was responsible for international consulting
in Russia, Ukraine, Guatemala, Honduras, and Haiti. During this period, Dr. Howell was the lead scientific advisor to Management Sciences
for Health, the prime contractor for PEPFAR in Haiti. Dr. Howell has a Master's in Economics from the University of Miami, a Master's
in Public Health and Tropical Medicine, (MPH&TM) from Tulane University, and a Master's in Business Administration (MBA) from
California State University Fresno. Dr. Howell is currently retired from the Air Force after 25 years of service with the rank of Colonel.
His last assignment was with the Office of Secretary of Defense (OSD) at the Department of Defense Inspector General (DoDIG) in Special
Plans and Operations (SPO). The Board believes that Dr. Howell extensive experience in management and consulting brings to the Board and
management perspective on dealing with governmental regulations and growth of its business.

 Mark E. Kutner, MD – Director.

 Dr. Mark E. Kutner has been a Director of Holdings
since its foundation in 2017. Dr. Mark E. Kutner is a practicing physician who maintains a primary care clinical practice in Miami, Florida,
which he began in 1998, and a clinical trials practice begun in 1988. Dr. Kutner is a co-founder and presently the Chairman of the Board
of Directors of PrimeHealth Physicians, the largest independent primary care practice in South Florida. Dr. Kutner was the founder and
is presently Chief Medical Officer of Suncoast Research Group, a clinical trials company since 1994, which has been engaged in phases,
2, 3 and 4 clinical trials for many of the largest pharmaceutical companies in the world and smaller biotech firms who are constantly
developing cutting edge medical technologies. He served on the Board of Directors of Orange ACO, a rapidly growing Medicare ACO from 2015-2018.
Dr. Kutner is also the founder and first Medical Director of the sleep laboratory at Baptist Hospital of Miami. He is presently the chairman
and founding member of Physicians Health Alliance, a value-based management services organization affiliated with United Healthcare. Dr.
Kutner is also a co-founder and Board member of two Florida property casualty companies, America Traditions, and Modern USA Property Casualty.
Other business interests have included a chain of Costa Rican pharmacies, Farmacia Express, which introduced the country to a toll-free
telephone number for the order and delivery of prescriptions to the home, and Colombian sleep labs. Dr. Kutner attended CCNY School of
Biomedical Education and graduated from SUNY Stony Brook with a Medical Doctor degree. He completed a residency in Internal Medicine at
Northwestern University, and a fellowship at Johns Hopkins University School of Medicine in Pulmonary, Critical Care, and Sleep Medicine,
as well as a fellowship at Johns Hopkins School of Hygiene and Public Health in Environmental Health Sciences. He has been board certified
in Critical Care Medicine, Internal Medicine, Pulmonary Medicine and Sleep Medicine. He is affiliated with insurance companies, physicians'
groups, ACOs, hospital groups, and private equity planning the future of healthcare in Florida. The Board believes that Dr. Kutner's
experience as a founder, executive and director of a variety of private companies brings valuable experience to the Board in matters such
as organizational structure, corporate strategy, operational performance measurement and improvement and governance.

 John C. Leavitt, DBA – Director.

 John C. Leavitt has served as a Company director since
2017. Mr. Leavitt is a Certified Project Management Professional ("PMP") as well as Program Management ("PgMP")
with more than 25 years of management, technical and engineering experience in Government DOD, DOS, and NASA IT and Communications systems
such as SATCOM, Commercial RF Systems and telecommunications. Mr. Leavitt is currently employed with the National Aeronautics and Space
Administration (NASA), since July 2016, and is responsible for ensuring desktop computer and communication systems are meeting mission
requirements and configured for launch support under the Office of Chief Information Office within NASA. Previous assignments include
IT Architect for the Commercial Crew Program helping to launch American Astronauts to the International Space Station (ISS). He has managed
multiple complex high-profile projects using PMI-methods and NASA Best practices. As a consultant Mr. Leavitt has assisted in writing
proposals and white papers for customers on large Government and commercial companies such as American Access Technologies, ASRC Aerospace,
MASTEC, SAIC and Yang Engineering. Mr. Leavitt has been a speaker for project management conferences across the US. Mr. Leavitt graduated
magna cum laude with his Bachelor of Science in Engineering Technologies (BS-EET) from the University of Central Florida, earning his
MBA from Keller Graduate School of Management, and Doctorate in Business Administration (DBA) specializing in Information Systems Management
at Walden University. The Board believes that Mr. Leavitt's experience in project management and government contracting assists
the Board and management in strategic planning and managing for growth.

 Christopher Perrucci, Esq, - Director.

 Christopher Perrucci has served as a Company director
since 2017. Mr. Perrucci has been a licensed attorney in Ohio since 1985 and has over 33 years of legal and business experience focused
on contracts, information systems and services, and business management. Currently, Mr. Perrucci engages in the following principal occupations
and organizations: C R Perrucci Co., LPA, Law Firm as a Managing Attorney since 2015; SOI Online, LLC, Online Information Company as the
President/CEO since 2015 and Max Technologies, LLC, Probation/Parole Monitoring as the President/CEO since 2015. In 2002, Mr. Perrucci
founded SOI Online, which provides a retail online service for criminal background checks, OnlineCriminalChecks.com, which he still operates
today as the President. Prior to these engagements, Mr. Perrucci had several notable business successes. In 2012, he founded and operated
Max Technologies, a unique technology-based monitoring system to assist Ohio Courts and Probation Departments, Ohio parolee supervision
and warrant tracking. Mr. Perrucci spent four years with Database Technologies from June 1996 to December 1999, where he served as Vice
President and Director of Business Development, responsible for data acquisition, product and database development, and new business development.
He assisted the company with its transition to DBT Online and its IPO listing on the NYSE. Prior to that, Mr. Perrucci spent 10 years
in product and systems development, licensing, and data acquisition for Lexis-Nexis, the largest legal information company in the world.
Mr. Perrucci also served as President of Intellicorp for four years from January 2000 to April 2004, growing the business from $200k and
two employees into $4m and 25 employees. He recently completed the acquisition of North Carolina Information Data, Inc., an online provider
of retail and wholesale information services to lawyers, bondsman, and general businesses. Mr. Perrucci was born and raised in Indiana
and earned a Bachelor of Science degree in Legal Administration from Ball State University in 1982 and a law degree from the University
of Dayton, School of Law in 1985. The Board believes that Mr. Perrucci's experience in information systems aids the Board and management
in overseeing the Company's information technology functions.

 James Wall – Director.

 James Wall has served as a director of Holdings since
2017 and has been a director on the Board of the Company's Standard Premium Finance Management Corporation subsidiary since 2004. Mr.
Wall was instrumental in the Board of Directors agreeing to change Standard Premium Finance Management Corporation from a sub chapter
"S" corporation to a "C" corporation so that a holding company could be created. In 2005, Mr. Wall retired from a
career as a commercial airline pilot where he worked for American Airlines from 1989 until 2005. Notably, he gained industry experience
as a commercial loan credit analyst during a furlough period with Eastern Airlines, where he was a commercial pilot for Eastern Airlines
from 1973 until its bankruptcy in 1989, also working two years for Atlantic Bank. Mr. Wall joined the United States Navy as a pilot in
1973 and remaining in the Naval Reserve until 1988 when he retired at the rank of Captain. Mr. Wall earned a bachelor's degree from
Wake Forest University, and an MBA from the University of North Florida. The Board believes that Mr. Wall's long-term service as
a director of the Company's subsidiary provides essential insight into the Company's operations as well as institutional memory
that benefits the entire Board as well as management.

 Carl C. Hoechner – Director.

 Carl C. Hoechner has served as a Director for Holdings
since its inception in 2017. Mr. Hoechner invested capital in Standard Premium Finance Management Corporation in 2011 and has served as
a member of its Board of Directors since 2011. As such, Mr. Hoechner has assisted in to raising several million dollars in Subordinated
Notes from many investors. Mr. Hoechner is also an entrepreneur in tourism and real estate. Since 2000 and presently, he has owned and
operated the C.L. Hoechner Overseas Tours, Inc. with most of its operations remaining in Europe. He also actively continues his career
as a real estate developer, remodeling and selling properties to multinational and foreign investors. Mr. Hoechner was born in the US
(Florida), but raised in Oberammergau, DE, Carl Hoechner studied and received the equivalent of a BS in Economics and Tourism from Industry
and Trade Chamber of Munich, located in Munich Germany. As a multinational entrepreneur, Mr. Hoechner moved back to the US in 2001, and
made his primary residence in Miami, Florida. The Board believes that Mr. Hoechner's experience as lead investor in the Company's
subordinated notes provides the Board and management with insight into the interests and concerns of the Company's investors.

 Audit Committee

 The Board adopted its current Audit
Committee Charter on April 25, 2022. The principal functions of the Audit Committee are to review and monitor the Company's financial
reporting and the internal and external audits. The committee's functions include, among other things: (i) to select and replace
the Company's independent registered public accounting firm; (ii) to review and approve in advance the scope and the fees of
our annual audit and the scope and fees of non-audit services of the independent registered public accounting firm; (iii) to receive
and consider a report from the independent registered public accounting firm concerning their conduct of the audit, including any comments
or recommendations they might want to make in that connection; and (iv) to review compliance with and the adequacy of our major accounting
and financial reporting policies and controls. The members of the Audit Committee are currently Scott Howell, MD, Mark Kutner, MD, and
John Leavitt, DBA. The Audit Committee met two times during the fiscal year ended December 31, 2024. The Board has determined that
Messrs. Howell, Kutner and Leavitt are "independent" as defined in the rules of The Nasdaq Stock Market LLC and that Dr. Howell
qualifies as an "audit committee financial expert" as defined in the regulations of the Securities and Exchange Commission.
A copy of the Audit Committee charter is available at

 Delinquent Section 16(a) Reports

 Section 16(a) of the Exchange
Act requires our officers and directors and persons who own more than 10% of our common stock to file reports of ownership and changes
in ownership of our common stock with the SEC. Based on our review of the copies of such reports, we believe that all such reports required
by Section 16(a) of the Exchange Act were in compliance with such filing requirements during the fiscal year ended December 31, 2024,
other than the following:

 Carl Hoechner filed a late Form
4 related to the purchase of Common Stock.

 Code of Ethics

 The Company has adopted a Code
of Ethics which applies to all directors, officers and employees of the Company. A copy of the Code of Ethics is filed as Exhibit 14 to
this Annual Report.

 ITEM 11.

 EXECUTIVE COMPENSATION

 Overview and Objectives

 We believe
our success depends on the continued contributions of our named executive officers. We have established our executive compensation program
to attract, motivate, and retain our key employees in order to enable us to maximize our profitability and value over the long term. Our
policies are also intended to support the achievement of our strategic objectives by aligning the interests of our executive officers
with those of our shareholders through operational and financial performance goals and equity-based compensation. We expect that our compensation
program will continue to be focused on building long-term shareholder value by attracting, motivating and retaining talented, experienced
executives and other key employees. Currently, our Chief Executive Officer oversees the compensation programs for our executive officers.

 Summary Compensation Table

 The following table sets
forth information concerning the compensation of our chief executive officer, our chief financial officer, and our two other most highly
compensated executive officers serving during fiscal 2023 (the "named executive officers")

 Name and Principal Position

 Year

 Salary ($) (1)

 Bonus ($) (2)

 Option Awards ($) (3)

 Total ($)

 William
 Koppelmann,

 2024

 275,000

 7,168

 —

 282,168

 Chief Executive Officer

 2023

 275,000

 7,168

 —

 282,168

 2024

 175,000

 4,601

 —

 179,601

 Chief Financial Officer

 2023

 175,000

 4,566

 —

 179,566

 Victor Galliano

 2024

 192,081

 1,522

 —

 193,603

 Vice President of Sales

 2023

 172,446

 1,522

 —

 173,968

 Robert Mattucci

 2024

 176,740

 3,056

 —

 179,796

 Vice President of Marketing

 2023

 157,823

 3,249

 —

 161,072

 _____________________

 (1)

 Salary and Commissions paid through payroll

 (2)

 Cash bonuses paid through payroll

 (3)

 Fair Value of Option Awards at Grant Date. See Note 12 to the Company's Consolidated Financial Statements for the Years Ended December 31, 2024 and 2023 for details on determination of fair value of Stock Options.

 Outstanding Equity Awards Table

 The following table sets forth outstanding equity
awards for our named executive officers at December 31, 2024.

 OUTSTANDING EQUITY AWARDS
AT FISCAL YEAR END

 Name
 (a)

 of
 securities
 underlying
 unexercised
 warrants (#)
 exercisable (b)

 of
 securities
 underlying
 unexercised
 warrants (#)
 not exercisable (c)

 Equity incentive

 plan awards:
 Number of
 securities
 underlying
 unexercised
 unearned
 options (#) (d)

 Option/warrant

 exercise price
 (e)

 Option/warrant

 expiration date (f)

 25,000

 —

 —

 $
 4.00

 March 31, 2025

 75,000

 —

 —

 $
 12.00

 March 31, 2025

 —

 —

 $
 4.95

 June 28, 2027

 —

 —

 $
 4.50

 June 28, 2032

 5,000

 —

 —

 $
 4.00

 March 31, 2025

 50,000

 —

 —

 $
 12.00

 March 31, 2025

 Victor Galliano

 —

 —

 27,900

 $
 0.80

 February 28, 2030

 Robert Mattucci

 —

 —

 27,900

 $
 0.80

 February 28, 2030

 Note: The stock options issued under the Equity Incentive Plan vest over
a two-year period from the grant date. The warrants all vested upon grant.

 Director Compensation in 2024

 The Company
did not pay any directors compensation for their service on the Board of Directors during the year ended December 31, 2024. Messrs. Koppelmann
and Krogol received compensation for services as executive officers as set forth in the Summary Compensation Table and no compensation
for Board service.

 Employment, Severance
or Change in Control Agreements

 We are
not party to any agreements with our executive officers that provide benefits upon termination of employment. Currently the executive
officers are employed at will with no present arrangements or pledges of the Company's securities which may result in a change of
control of the Company.

 ITEM 12.

 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 The
following table sets forth certain information regarding the beneficial ownership of our common stock and Series A Convertible Preferred
Stock as of March 10, 2025 by (i) each stockholder who is known by the Company to own beneficially more than five percent of any
class of the Company's voting securities, (ii) each current director of the Company, (iii) each of the Company's
current executive officers, and (iv) all executive officers and directors of the Company as a group. Except as indicated in the
footnotes to the table, the listed stockholders hold sole voting and investment power over their respective shares. The information as
to each person or entity is based upon the Company's records and information provided to the Company.

 Name

 Common Stock

 Series A Convertible Preferred
 Stock

 of Shares (a)

 Percent
 of Class (a)

 of Shares

 Percent
 of Class

 William
 Koppelmann

 916,155
 (b)

 21.5
 %

 Brian
 Krogol

 152,600
 (c)

 3.6
 %

 2,000

 1.2
 %

 Carl
 C. Hoechner

 197,100
 (d)

 4.6
 %

 Mark
 Kutner, MD

 241,500
 (e)

 5.7
 %

 50,000

 30.1
 %

 James
 Wall

 103,256
 (f)

 2.4
 %

 Chris
 Perrucci

 91,500
 (g)

 2.1
 %

 John
 Leavitt

 92,500
 (h)

 2.2
 %

 Scott
 Howell, MD

 91,500
 (i)

 2.1
 %

 Victor
 Galliano

 43,259
 (j)

 1.0
 %

 Robert
 Mattucci

 39,303
 (k)

 <1%

 Margaret
 Ruiz

 27,478
 (l)

 <1%

 All
 Officers and Directors as a Group (11 persons)

 1,996,151

 46.8
 %

 Shareholders
 with greater than 5%:

 MaryLea
 Boatwright

 286,748

 6.7
 %

 (a)
 A
 party is deemed to be a beneficial owner of shares that can be acquired by such person within
 60 days from March 10, 2025, upon their exercise of options and warrants. Each beneficial
 owner's percentage of ownership is determined by assuming that options and warrants
 that are held by such party (but not those held by any other party) and are exercisable or
 convertible by such party within 60 days from that date have been so exercised or converted.

 (b)
 Consists of (i) 806,155 shares owned by Mr. Koppelmann directly, (ii) 25,000
shares issuable upon exercise of Class W4 five-year warrants at an exercise price of $4.00 per share, (iii) 75,000 shares issuable upon
exercise of Class W12 five-year warrants at an exercise price of $12.00 per share, and (iv) 10,000 shares issuable upon exercise by Mr.
Koppelmann of five-year stock options at an exercise price of $4.95 per share.

 (c)
 Consists of (i) 87,600 shares owned by Mr. Krogol directly, (ii) 5,000 shares
issuable upon exercise of Class W4 five-year warrants at an exercise price of $4.00 per share, (iii) 50,000 shares issuable upon exercise
of Class W12 five-year warrants at an exercise price of $12.00 per share, and (iv) 10,000 shares issuable upon exercise by Mr. Krogol
of ten-year stock options at an exercise price of $4.50 per share.

 (d)
 Consists of (i) 172,100 shares owned by Mr. Hoechner directly and (ii) 25,000
shares issuable upon exercise of Class W12 five-year warrants at an exercise price of $12.00 per share.

 (e)
 Consists of (i) 126,500 shares owned by Dr. Kutner directly, (ii) 15,000
shares issuable upon exercise of Class W4 five-year warrants at an exercise price of $4.00 per share, (iii) 50,000 shares issuable upon
exercise of Class W12 five-year warrants at an exercise price of $12.00 per share, and (iv) 50,000 shares issuable upon exercise of Class
W4A five-year warrants at an exercise price of $4.00 per share.

 (f)
 Consists of (i) 78,256 shares owned by Mr. Wall directly and (ii) 25,000
shares issuable upon exercise of Class W12 five-year warrants at an exercise price of $12.00 per share.

 (g)
 Consists of (i) 66,500 shares owned by Mr. Perrucci directly and (ii) 25,000
shares issuable upon exercise of Class W12 five-year warrants at an exercise price of $12.00 per share.

 (h)
 Consists of (i) 67,500 shares owned by Mr. Leavitt directly and (ii) 25,000
shares issuable upon exercise of Class W12 five-year warrants at an exercise price of $12.00 per share.

 (i)
 Consists of (i) 66,500 shares owned by Mr. Howell directly and (ii) 25,000
shares issuable upon exercise of Class W12 five-year warrants at an exercise price of $12.00 per share.

 (j)
 Consists of (i) 15,359 shares owned by Mr. Galliano directly and (ii) 27,900
shares issuable upon exercise of ten-year stock options at an exercise price of $0.80 per share.

 (k)
 Consists of (i) 11,403 shares owned by Mr. Mattucci directly and (ii) 27,900
shares issuable upon exercise of ten-year stock options at an exercise price of $0.80 per share.

 (l)
 Consists of (i) 17,478 shares owned by Ms. Ruiz directly and (ii) 10,000
shares issuable upon the exercise of ten-year stock options at an exercise price of $0.80 per share.

 Address of William J. Koppelmann, Carl Christian Hoechner,
Mark Kutner, James Wall, Chris Perrucci, John Leavitt, Scott Howell, Victor Galliano, Robert Mattucci, Margaret Ruiz, and Brian Krogol
is 13590 SW 134 th Avenue, Suite 214, Miami, FL 33186. Address of MaryLea Boatwright is 3889 Admiral Drive, Chamblee, GA 30341.

 Securities Authorized for Issuance Under Equity
Compensation Plans

 On December
17, 2019, our Board of Directors adopted the 2019 Equity Incentive Plan (the "2019 Plan") and the 2019 Plan was approved
by the stockholders on January 8, 2020. The 2019 Plan provides for the award of Stock Options, Stock Purchase Rights, Stock Appreciation
Rights and Common Stock. On June 29, 2022, 20,000 options for the purchase of common stock were granted to designated Officers under the
2019 Plan. Half of these options vested on June 29, 2023, and the other half vest on June 29, 2024. During the years ended December 31,
2024 and 2023, the Company recognized $14,100 and $28,200, respectively, of stock option expense.

 On March 12, 2019, the Board of
Directors authorized the issuance of 1,000,000 common stock purchase warrants for compensation. On June 11, 2021, the Company authorized
400,000 additional warrants and issued 175,000 of these warrants for the purchase of common stock. The 175,000 Class W4A warrants are
issued at $.001 Par Value and exercisable at a strike price of $4 for a period of five (5) years. These outstanding warrants were issued
on June 11, 2021, to designated Officers, Directors, and consultants with a total fair value of $9,275 on the grant date. The warrants
vested immediately. On June 1, 2022, the Company issued 60,000 of previously authorized warrants for the purchase of common stock. The
60,000 Class W4A warrants are issued at $.001 Par Value and exercisable at a strike price of $4 for a period of five (5) years. These
outstanding warrants were issued on June 1, 2022, as compensation to consultants with a total fair value of $10,800 on the grant date.
The warrants vested immediately.

 The following table summarizes
information about our outstanding equity plans as of December 31, 2024.

 Plan Category

 Number of securities to be issued upon exercise of outstanding options and warrants (1)

 Weighted-average exercise price of outstanding options and warrants (2)

 Number of securities remaining available under equity compensation plans (excluding securities reflected in column (1)) (3)(a)

 Equity compensation plans approved by security holders

 1,266,200

 $
 6.31

 457,600

 Equity compensation plans not approved by security holders

 —

 —

 —

 Total

 1,266,200

 $
 6.31

 457,600

 ___________________

 (1)
 Includes 111,200 shares of common stock issuable upon exercise of stock
options, which were issued through the 2019 Plan, and 1,155,000 stock purchase warrants, which were issued under the authorization of
the Board of Directors and approved by the vote of the shareholders.

 (2)
 Includes exercise price of 111,200 outstanding stock options, which were
issued through the 2019 Plan, and 1,155,000 stock purchase warrants, which were issued under the authorization of the Board of Directors
and approved by the vote of the shareholders.

 (3)
 Consists of the 92,600 shares available for future issuance under the 2019
Plan and the 365,000 authorized but unissued common stock purchase warrants.

 (a)
 See Note 13 – Equity in the Notes to Consolidated Financial Statements
included in this Form 10-K for the years ended December 31, 2024 and 2023 for further information.

 ITEM 13.

 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 In
the ordinary course of our business, we may enter into transactions with our directors, officers and 5% or greater stockholders.

 Creation of Holding Company

 In March 2017, the Company entered
into an agreement of share exchange with Standard Premium Finance Management Corporation ("Management") and the shareholders
of Management to facilitate the formation of the Company, which acquired all of the issued and outstanding shares of Management in exchange
for newly issued shares of Company common stock. Each outstanding share of Management common stock was issued 28.4 shares of Company common
stock in the share exchange. As a result, Management became the 100% directly-owned subsidiary of
the Company.

 Agreement
with Bayshore Corporate Finance, LLC

 In
July 2016, the Company entered into a Consulting Agreement with Bayshore Corporate Finance, LLC to
facilitate the Company's business strategy and planning and to advise the Company on financial, mergers and acquisitions and other
matters. Scott Howell, Chris Perrucci, and John Leavitt were managers of Bayshore Corporate Finance, LLC and directors of the Company
at the time the consulting agreement was executed. In December 2019, these directors retired as managers of Bayshore Corporate Finance,
LLC. They had no ownership interest in Bayshore Corporate Finance, LLC. The Company paid Bayshore Corporate Finance, LLC a total of $109,105
in 2024 and $ 67,433 in 2023. The agreement with
Bayshore Corporate Finance, LLC, was terminated on December 24, 2024.

 Lease Agreement
with Marlenko Acquisitions, LLC

 The
Company's headquarter office in Miami, Florida is an office condominium owned by Marlenko Acquisitions, LLC. Director and Officer
William Koppelmann, Secretary Margaret Ruiz and over 5% shareholder MaryLea Boatwright are the owners and managers of Marlenko Acquisitions,
LLC. The Company pays Marlenko rent of $7,472 per month for the facility and pays utilities, taxes and maintenance on the facilities.

 Loans to
the Company by Officers and Directors

 There
are five directors and/or officers that have made loans to the company. Our CEO, William Koppelmann, has advanced loans to the corporation
through various notes totaling $755,000, maturing from 2026 through 2028, at interest of 8%. Mr. James Wall, director, has made advances
of $166,000 that matures in 2025, at interest of 8%. Mr. Robert Mattucci, Vice President, has made advances of $160,000, maturing in 2026
and 2028, at interest of 8%. Mr. Brian Krogol, CFO, has made advances of $188,040, maturing in 2028, at interest of 8%. All interest is
paid on a monthly basis, in arrears and the company is current on its payments.

 Review, Approval or Ratification
of Transactions with Related Persons

 The
Board of Directors is responsible for reviewing related party transactions involving directors, executive officers and shareholders. In
addition, our Board is responsible for approving all related party transactions between us and any officer, director or stockholder that
would potentially require disclosure. The Company has a Business Ethics and Conduct Policy which requires that any potential conflicts
of interest must be reported immediately to the Board of Directors, Chief Executive and the Company's legal counsel.

 Director Independence

 The Company has chosen to measure
the independence of its directors under the definition of independence used by The Nasdaq Stock Market LLC. In determining independence,
the Board reviews and seeks to determine whether directors have any material relationship with the Company, direct or indirect, which
would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The
Board reviews business, professional, charitable and familial relationships of the directors in determining independence. Under such definition,
the board of directors has determined that Carl Hoechner, Mark Kutner, MD, James Wall, Chris Perrucci, John Leavitt, and Scott Howell,
MD, are independent directors.

 ITEM 14.

 PRINCIPAL ACCOUNTANT FEES AND SERVICES

 The following table shows
the aggregate fees billed to us for professional services rendered by Assurance Dimensions and Liggett & Webb, P.A. during the periods
presented:

 Year
 Ended December 31,

 Types of Fees

 2024

 2023

 Audit Fees (1)

 71,070

 64,000

 Audit-Related Fees (2)

 —

 —

 Tax Fees (3)

 2,500

 2,500

 Other Fees (4)

 —

 —

 Total Fees

 73,570

 66,500

 __________

 (1)

 Audit fees consist of fees billed for professional services rendered for the audit of our annual consolidated financial statements and professional services rendered in connection with our filing of our annual Form 10-K, quarterly Form 10-Q, and other services that are normally provided by Assurance Dimensions, LLC, during the periods presented in connection with statutory and regulatory filings or engagements.

 (2)

 Audit-related fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported as audit fees.

 (3)

 Tax fees consist of fees billed for professional services rendered for tax compliance, tax advice and tax planning.

 (4)

 All other fees consist of fees billed for products and services other than the services described in notes (1), (2) and (3) above.

 Audit Committee Pre-Approval
Policies

 The Audit
Committee's policy is to pre-approve all audit services and all permitted non-audit services (including the fees and terms thereof)
to be provided by the Company's independent registered public accounting firm; provided, however, pre-approval requirements for
non-audit services are not required if all such services (1) do not aggregate to more than five percent of total revenues paid by the
Company to its independent registered public accounting firm in the fiscal year when services are provided; (2) were not recognized as
non-audit services at the time of the engagement; and (3) are promptly brought to the attention of the Audit Committee and approved prior
to the completion of the audit by the Audit Committee.

 The Audit
Committee pre-approved all of the fees described above.

 The Audit
Committee has considered whether the provision of the above services other than audit services is compatible with maintaining auditor
independence.

 ITEM 15.

 EXHIBIT AND FINANCIAL STATEMENT SCHEDULES

 (a) Documents filed as
part of this report

 (1) All financial statements

 The following financial statements are filed as part of this report:

 Report of Independent Registered Public Accounting Firm (PCAOB ID # 5036)

 CONSOLIDATED FINANCIAL STATEMENTS:

 Consolidated Balance Sheets as of December 31, 2024 and 2023

 Consolidated Statements of Operations for the years ended December 31, 2024 and 2023

 Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 2024 and 2023

 Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023

 Exhibit Index

 Exhibit Number

 Description

 2.1

 Agreement of Share Exchange dated as of March 22, 2017 by and between Registrant, Standard Premium Finance Management Corporation and the shareholders of Standard Premium Finance Management Corporation. (Incorporated by reference to Exhibit 2.1 to Registrant's Registration Statement on Form 10 filed on January 19, 2021)

 3.1

 Articles of Incorporation of Registrant filed May 12, 2016. (Incorporated by reference to Exhibit 3.1 to Registrant's Registration Statement on Form 10 filed on January 19, 2021)

 3.2

 Articles of Amendment to Registrant's Articles of Incorporation filed May 31, 2016. (Incorporated by reference to Exhibit 3.2 to Registrant's Registration Statement on Form 10 filed on January 19, 2021)

 3.3

 Articles of Amendment to Registrant's Articles of Incorporation filed May 17, 2017. (Incorporated by reference to Exhibit 3.3 to Registrant's Registration Statement on Form 10 filed on January 19, 2021)

 3.4

 By-laws of Registrant. (Incorporated by reference to Exhibit 3.4 to Registrant's Registration Statement on Form 10 filed on January 19, 2021)

 4.1

 Description of Securities. (Incorporated by reference to Exhibit 4.1 to Registrant's Annual Report on Form 10-K filed on March 17, 2023)

 10.1*

 2019 Equity Incentive Plan. (Incorporated by reference to Exhibit 10.1 to Registrant's Registration Statement on Form 10 filed on January 19, 2021)

 10.2*

 Form of Employee Incentive Stock Option Award Agreement. (Incorporated by reference to Exhibit 10.2 to Registrant's Registration Statement on Form 10 filed on January 19, 2021)

 10.3*

 Form of Warrant to Purchase Common Stock. $4.00

 Form of Warrant to Purchase Common Stock. $12.00 (Incorporated
 by reference to Exhibit 10.3 to Registrant's Registration Statement on Form 10 filed on January 19, 2021)

 10.4*

 Schedule of Warrants to Purchase Common Stock issued on April 1, 2020. (Incorporated by reference to Exhibit 10.4 to Registrant's Registration Statement on Form 10 filed on January 19, 2021)

 10.5*

 Consulting Agreement dated August 1, 2016 between Registrant and Bayshore Corporate Finance, LLC. (Incorporated by reference to Exhibit 10.5 to Amendment No. 1 to Registrant's Registration Statement on Form 10 filed on March 2, 2021)

 10.6

 Lease Agreement dated March 1, 2018 between Registrant and Marlenko Acquisitions, LLC. (Incorporated by reference to Exhibit 10.6 to Registrant's Registration Statement on Form 10 filed on January 19, 2021)

 10.7

 Lease
 Agreement dated March 1, 2024 between Registrant and Marlenko Acquisitions, LLC. (Incorporated by reference to Exhibit 10.7 to Registrant's Annual Report on Form 10-K filed on March 15, 2024)

 10.8*

 Schedule of Employee Incentive Stock Options issued on March 1, 2020 and June 29, 2022. (Incorporated by reference to Exhibit 10.7 to Registrant's Annual Report on Form 10-K filed on March 17, 2023)

 10.9

 Loan Agreement dated February 3, 2021 among Standard Premium Finance Management Corporation and First Horizon Bank. (Incorporated by reference to Exhibit 10.9 to Amendment No. 1 to Registrant's Registration Statement on Form 10 filed on March 2, 2021)

 10.10

 First Amendment to Loan Agreement dated October 5, 2021 among Standard Premium Finance Management Corporation and First Horizon Bank. (Incorporated by reference to Exhibit 10.9 to Registrant's Annual Report on Form 10-K filed on March 17, 2023)

 10.11

 Second Amendment to Loan Agreement dated November 30, 2022 among Standard Premium Finance Management Corporation and First Horizon Bank. (Incorporated by reference to Exhibit 10.10 to Registrant's Annual Report on Form 10-K filed on March 17, 2023)

 10.12

 Third
 Amendment to Loan Agreement dated November 14, 2023 among Standard Premium Finance Management Corporation and First Horizon Bank (Incorporated by reference to Exhibit 10.12 to Registrant's Annual Report on Form 10-K filed on March 15, 2024)

 10.13*

 William Koppelmann Employment Contract. (Incorporated by reference to Exhibit 10.2 to Registrant's Form 8-K filed on July 6, 2022)

 10.14*

 Brian Krogol Employment Contract. (Incorporated by reference to Exhibit 10.3 to Registrant's Form 8-K filed on July 6, 2022)

 Code of Ethics. (Incorporated by reference to Exhibit 14.1 to Registrant's Annual Report on Form 10-K filed on March 31, 2021)

 19.1

 Procedures and Guidelines
 Governing Securities Transactions by Company Personnel (Incorporated by reference to Exhibit 10.15 to Registrant's Annual Report on Form 10-K filed on March 15, 2024)

 Subsidiaries of the Registrant. (Incorporated by reference to Exhibit 21 to Registrant's Registration Statement on Form 10 filed on January 19, 2021)

 31.1

 Rule 13a-14(a) / 15d-14(a) Certification of Principal Executive Officer.

 31.2

 Rule 13a-14(a) / 15d-14(a) Certification of Principal Financial Officer.

 32.1

 Section 1350 Certifications of Principal Executive Officer and Principal Financial Officer.

 ______________________________________

 * Indicates a management contract
or compensatory plan or arrangement.

 ITEM 16.

 FORM 10-K SUMMARY

 Not Applicable.

 SIGNATURES

 Pursuant to the requirements
of Section 13 or 15(d) the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

 Date: March 10, 2025

 STANDARD PREMIUM FINANCE HOLDINGS, INC.

 By:

 /s/ William Koppelmann

 Chairman, President and Chief Executive Officer

(Principal Executive Officer)

 By:

 /s/ Brian Krogol

 Chief Financial Officer

(Principal Financial Officer)

 Pursuant to the requirements of the Securities Exchange
Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on
March 10, 2025.

 Signature

 Title

 /s/ William Koppelmann

 Chairman, President, Chief Executive Officer, Director

 (Principal Executive Officer)

 /s/ Brian Krogol

 Chief
 Financial Officer and Director

 (Principal Financial Officer)

 /s/ Scott Howell, MD

 Scott
 Howell, MD

 /s/ Mark E.
 Kutner, MD

 Mark
 E. Kutner, MD

 /s/ John C.
 Leavitt, DBA

 John
 C. Leavitt, DBA

 /s/ Christopher
 Perrucci

 Christopher
 Perrucci

 /s/ James Wall

 James Wall

 /s/ Carl C. Hoechner

 Carl C. Hoechner

 STANDARD PREMIUM
FINANCE HOLDINGS, INC. AND SUBSIDIARY

 CONSOLIDATED
FINANCIAL STATEMENTS

 FOR
THE YEARS ENDED DECEMBER 31, 2024 AND 2023

 Standard
Premium Finance Holdings, Inc. and Subsidiary

 Table
of Contents

 Report of Independent Registered Public Accounting Firm (PCAOB ID: 5036)

 CONSOLIDATED FINANCIAL STATEMENTS:

 Consolidated Balance Sheets as of December 31, 2024 and 2023

 Consolidated Statements of Operations for the years ended December 31, 2024 and 2023

 Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 2024 and 2023

 Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023

 F-7 – F-22

 F- 1

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

 To the Board of Directors and

 Stockholders of Standard Premium Finance Holdings, Inc.

 Opinion on the Financial Statements

 We have audited the accompanying
consolidated balance sheets of Standard Premium Finance Holdings, Inc. and Subsidiary (the Company) as of December 31, 2024 and 2023,
and the related consolidated statements of operations, stockholders' equity and cash flows for each of the years in the two-year
period ended December 31, 2024, and the related notes (collectively referred to as the "consolidated financial statements").
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company
as of December 31, 2024 and 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended
December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

 Basis for Opinion

 These consolidated financial statements
are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audits in accordance
with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether
the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required
to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness
of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our audits included performing procedures
to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide
a reasonable basis for our opinion.

 Critical Audit Matters

 The critical audit matters to be
communicated below, are matters arising from the current period audit of the financial statements that were communicated or required to
be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and
(2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter
in any way our opinion on the financial statements taken as a whole and we are not, by communicating the critical audit matters below,
providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

 Description of the Matter

 During our audit procedures,
we identified that there were significant premium finance contracts accounts receivable as of December 31, 2024 and therefore there was
a question over the adequacy of the allowance for credit losses.

 How we addressed the matter in our
 audit

 The primary procedures we performed
to address this critical audit matter included examining the premium finance contracts and related receivable aging, evaluating management's
assessment of the collectability of accounts receivable, reviewing historical trends and write-offs, and testing the collection of outstanding
balances at year-end. Based on our procedures we deemed the Company's treatment of premium finance contracts and related receivable
and the corresponding allowance for credit losses to be materially appropriate as of December 31, 2024.

 /s/
 Assurance Dimensions

 We
 have served as the Company's auditor since 2022.

 Margate,
 Florida

 March
 10, 2025

 ASSURANCE
DIMENSIONS, LLC

 also d/b/a McNAMARA and
ASSOCIATES, LLC

 TAMPA BAY: 4920
W Cypress Street, Suite 102 | Tampa, FL 33607 | Office: 813.443.5048 | Fax: 813.443.5053

 JACKSONVILLE: 7800
Belfort Parkway, Suite 290 | Jacksonville, FL 32256 | Office: 888.410.2323 | Fax: 813.443.5053

 ORLANDO: 1800 Pembrook
Drive, Suite 300 | Orlando, FL 32810 | Office: 888.410.2323 | Fax: 813.443.5053

 SOUTH FLORIDA: 3111
N. University Drive, Suite 621 | Coral Springs, FL 33065 | Office: 754.800.3400 | Fax: 813.443.5053

 ww.assurancedimensions.com

 "Assurance Dimensions" is the brand name under
which Assurance Dimensions, LLC including its subsidiary McNamara and Associates, LLC (referred together as "AD LLC") and
AbitOs Advisors, LLC ("AbitOs Advisors"), provide professional services. AD LLC and AbitOs Advisors practice as an alternative
practice structure in accordance with the AICPA Code of Professional Conduct and applicable laws, regulations, and professional standards.
AD LLC is a licensed independent CPA firm that provides attest services to its clients, and AbitOs Advisors provide tax and business consulting
services to their clients. AbitOs Advisors, and its subsidiary entities are not licensed CPA firms.

 F- 2

 Standard
Premium Finance Holdings, Inc. and Subsidiary

 Consolidated Balance Sheets

 December 31, 2024 and 2023

 December 31,

 December 31,

 2024

 2023

 ASSETS

 CURRENT ASSETS

 Cash

 $
 1,716

 $

 Premium finance contracts and related receivable, net of allowance for credit
 losses of $ 1,969,007 and $ 1,501,593 at December 31, 2024 and December 31, 2023, respectively

 63,857,557

 60,739,699

 Prepaid expenses and other current assets

 414,411

 307,206

 TOTAL CURRENT ASSETS

 64,273,684

 61,092,144

 Property and equipment, net

 134,179

 122,500

 Operating lease assets

 203,119

 80,840

 Finance lease assets

 25,408

 38,664

 OTHER ASSETS

 Cash surrender value of life insurance

 705,593

 650,237

 Deferred tax asset

 505,000

 391,000

 TOTAL OTHER ASSETS

 1,210,593

 1,041,237

 TOTAL ASSETS

 $
 65,846,983

 $
 62,375,385

 LIABILITIES AND STOCKHOLDERS' EQUITY

 CURRENT LIABILITIES

 Cash overdraft

 $
 328,421

 $
 168,543

 Line of credit, net

 41,216,068

 42,374,715

 Drafts payable

 2,080,810

 2,681,359

 Note payable - current portion

 3,616,940

 2,181,400

 Note payable - stockholders and related parties - current portion

 376,000

 310,000

 Other loans - current portion

 45,705

 92,785

 Operating lease obligation - current portion

 114,230

 50,594

 Finance lease obligation - current portion

 13,875

 13,166

 Accrued expenses and other current liabilities

 1,915,223

 1,555,044

 TOTAL CURRENT LIABILITIES

 49,707,272

 49,427,606

 LONG-TERM LIABILITIES

 Note payable, net of current portion

 5,376,557

 4,684,157

 Note payable - stockholders and related parties, net of current portion

 2,663,040

 1,778,000

 Life insurance policy loan

 646,011

 —

 Other loans, net of current portion

 —

 31,139

 Operating lease obligation, net of current portion

 88,888

 30,246

 Finance lease obligation, net of current portion

 13,518

 27,393

 TOTAL LONG-TERM LIABILITIES

 8,788,014

 6,550,935

 TOTAL LIABILITIES

 58,495,286

 55,978,541

 COMMITMENTS AND CONTINGENCIES (see Note 15)

 —

 STOCKHOLDERS' EQUITY:

 Preferred stock, par value $ 0.001 per share; 20 million shares authorized,

 600,000 shares designated as Series A - convertible, 166,000 issued and outstanding at December 31, 2024 and December 31, 2023

 Common stock, par value $ 0.001 per share; 100 million shares authorized,

 3,001,216 and 2,905,016 shares issued and outstanding at December 31, 2024

and December 31, 2023, respectively

 3,001

 2,905

 Additional paid in capital

 3,502,815

 3,411,851

 Retained earnings

 3,845,715

 2,981,922

 TOTAL STOCKHOLDERS' EQUITY

 7,351,697

 6,396,844

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

 $
 65,846,983

 $
 62,375,385

 See accompanying notes to the consolidated financial
statements

 F- 3

 Consolidated Statements of Operations

 For the
 Year Ended December 31,

 2024

 2023

 REVENUES

 Finance charges

 $
 10,549,453

 $
 8,285,805

 Late charges

 1,209,614

 1,067,914

 Origination fees

 384,076

 369,291

 TOTAL REVENUES

 12,143,143

 9,723,010

 OPERATING COSTS AND EXPENSES

 Interest

 4,407,653

 3,798,046

 Salaries and wages

 2,118,609

 1,767,153

 Commissions

 1,449,676

 1,150,746

 Provision for credit losses

 1,254,525

 950,815

 Professional fees

 372,162

 310,951

 Postage

 113,529

 114,980

 Insurance

 170,959

 124,484

 Other operating expenses

 935,891

 792,942

 TOTAL COSTS AND EXPENSES

 10,823,004

 9,010,117

 INCOME BEFORE INCOME TAXES

 1,320,139

 712,893

 PROVISION FOR INCOME TAXES

 340,146

 180,491

 NET INCOME

 PREFERRED SHARE DIVIDENDS

)

)

 NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS

 $
 863,793

 $
 416,202

 Net income per share attributable to common stockholders

 Basic

 $
 0.29

 $
 0.14

 Diluted

 $
 0.24

 $
 0.13

 Weighted average common shares outstanding

 Basic

 2,942,797

 2,905,016

 Diluted

 4,050,262

 3,294,511

 See accompanying notes to the consolidated financial
statements

 F- 4

 Standard Premium
Finance Holdings, Inc. and Subsidiary

 Consolidated Statements
of Changes in Stockholders' Equity

 For the Years Ended
December 31, 2024 and 2023

 Series
 A Preferred Stock

 Common
 Stock

 Additional
 Paid-in

 Retained

 Total
 Stockholders'

 Shares

 Amount

 Shares

 Amount

 Capital

 Earnings

 Equity

 BALANCE AT DECEMBER 31, 2022

 166,000

 $

 2,905,016

 $
 2,905

 $
 3,383,651

 $
 2,565,720

 $
 5,952,442

 Options issued for services

 —

 —

 —

 —

 28,200

 —

 28,200

 Dividends paid on Series A convertible preferred stock

 —

 —

 —

 —

 —

)

)

 Net income

 —

 —

 —

 —

 —

 BALANCE AT DECEMBER 31, 2023

 166,000

 $

 2,905,016

 $
 2,905

 $
 3,411,851

 $
 2,981,922

 $
 6,396,844

 Options issued for services

 —

 —

 —

 —

 14,100

 —

 14,100

 Common stock issued in exchange for notes payable

 —

 —

 96,200

 76,864

 —

 76,960

 Dividends paid on Series A convertible preferred stock

 —

 —

 —

 —

 —

)

)

 Net income

 —

 —

 —

 —

 —

 BALANCE AT DECEMBER 31, 2024

 166,000

 $

 3,001,216

 $
 3,001

 $
 3,502,815

 $
 3,845,715

 $
 7,351,697

 See accompanying notes to the consolidated financial
statements

 F- 5

 Consolidated Statements of Cash Flows

 For
 the Year Ended December 31,

 2024

 2023

 CASH FLOW FROM OPERATING ACTIVITIES:

 NET INCOME

 $

 $

 ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES:

 Depreciation

 40,477

 25,292

 Amortization of right to use asset - operating lease

 113,056

 115,567

 Amortization of finance lease asset

 13,256

 13,256

 Provision for credit losses

 1,254,525

 950,815

 Amortization of loan origination fees

 1,576

 104,701

 Options issued for services

 14,100

 28,200

 Changes in operating assets and liabilities:

 (Increase)/Decrease in prepaid expenses and other current assets

 ( 107,205
)

 41,589

 (Increase)/Decrease in deferred tax asset, net

 ( 114,000
)

 ( 102,836
)

 Increase/(Decrease) in drafts payable

 ( 600,549
)

 853,475

 Increase/(Decrease) in accrued expenses and other current liabilities

 360,179

 237,345

 Increase/(Decrease) in operating lease liability

 ( 113,057
)

 ( 115,567
)

 Net cash provided by operating activities

 1,842,351

 2,684,239

 CASH FLOWS FROM INVESTING ACTIVITIES:

 Disbursements under premium finance contracts receivable, net

 ( 4,372,383
)

 ( 12,215,611
)

 Payments made on cash surrender value of life insurance

 ( 51,279
)

 ( 46,421
)

 Sale of property and equipment

 19,571

 18,517

 Purchases of property and equipment

 ( 71,727
)

 ( 62,718
)

 Net cash used in investing activities

 ( 4,475,818
)

 ( 12,306,233
)

 CASH FLOWS FROM FINANCING ACTIVITIES:

 Cash overdraft

 159,878

 168,543

 Proceeds of line of credit, net of repayments

 ( 1,160,223
)

 9,556,389

 Proceeds from loan on cash surrender value of life insurance

 641,934

 —

 Proceeds from notes payable

 2,269,440

 350,212

 Repayment of notes payable

 ( 131,500
)

 ( 771,576
)

 Proceeds from notes payable - stockholders and related parties

 1,028,000

 190,000

 Repayment of notes payable - stockholders and related parties

 ( 10,000
)

 ( 27,000
)

 Repayment of finance lease obligation

 ( 13,166
)

 ( 12,494
)

 Proceeds of other loans

 43,000

 —

 Repayment of other loans

 ( 121,219
)

 ( 91,852
)

 Dividends paid on Series A Convertible Preferred Stock

)

)

 Net cash provided by financing activities

 2,589,944

 9,246,022

 NET CHANGE IN CASH

 ( 43,523
)

 ( 375,972
)

 CASH AT THE BEGINNING OF THE PERIOD

 421,211

 CASH AT THE END OF THE PERIOD

 $
 1,716

 $

 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

 Cash paid during the period for:

 Income taxes

 $
 383,842

 $
 78,046

 Interest paid

 $
 4,448,909

 $
 3,704,469

 NON-CASH INVESTING AND FINANCING TRANSACTION:

 Operating lease assets obtained in exchange for lease liabilities

 $
 235,335

 $
 —

 Common stock issued in exchange for notes payable

 $
 76,960

 $
 —

 See accompanying notes to the consolidated financial
statements

 F- 6

 1. Principles of Consolidation and Description
of Business

 Standard Premium Finance Holdings, Inc. ("SPFX"
or the "Holdings") was incorporated on May 12, 2016, pursuant to the laws of the State of Florida. SPFX issued 100,000 shares
of common stock to its founder with a fair value of $ 100 in exchange for services provided.

 Standard Premium Finance Management Corporation ("SPFMC"
or the "Subsidiary") was incorporated on April 23, 1991, pursuant to the laws of the State of Florida, to engage principally
in the insurance premium financing business. The Subsidiary is a licensed insurance premium finance company in thirty-seven states.

 On March 22, 2017, SPFX entered into an agreement
of share exchange with SPFMC and the shareholders of SPFMC common stock to facilitate the formation of SPFX that will own all of the issued
and outstanding shares of SPFMC. The shareholders of SPFMC agreed to exchange SPFMC common stock for newly issued shares of SPFX common
stock. For accounting purposes, this transaction is being accounted for as a merger of entities under common control and has been treated
as a recapitalization of SPFX with SPFMC as the accounting acquirer. The historical financial statements of the accounting acquirer became
the financial statements of the Company. We did not recognize goodwill or any intangible assets in connection with the transaction.

 The accompanying consolidated financial statements
include the accounts of SPFX and its wholly-owned subsidiary SPFMC. SPFX and its Subsidiary are collectively referred to as ("the
Company"). All significant intercompany balances and transactions have been eliminated in consolidation.

 2. Summary of Significant Accounting Policies

 Revenue Recognition

 Finance charges on insurance premium installment contracts
are initially recorded as unearned interest and are credited to income monthly over the term of the finance agreement. An initial service
fee, where permissible, and the first month's interest, on a pro rata basis, are recognized as income at the inception of a contract.
The initial service fee can only be charged once to an insured in a twelve-month period. In accordance with industry practice, finance
charges are recognized as income using the "Rule of 78s" method of amortizing finance charge income, which does not materially
differ from the interest method of amortizing finance charge income on short term receivables. Late charges are recognized as income when
charged. Unearned interest is netted against Premium Finance Contracts and Related Receivables on the balance sheets for reporting purposes.

 The provisions of Financial Accounting Standards Board
("FASB") ASC 606, Revenue from Contracts with Customers ("ASC 606") provide guidance on the recognition, presentation,
and disclosure of revenue in financial statements. ASC 606 outlines the basic criteria that must be met to recognize revenue and provides
guidance for disclosure related to revenue recognition policies. ASC 606 requires revenue to be recognized upon transfer of control of
promised services to customers in an amount that reflects the consideration the Company expects to receive in exchange for services that
are distinct and accounted for as separate performance obligations. In such cases, revenue would be recognized at the time of delivery
or over time for each performance of service. However, the Company follows ASC 835, Interest, and ASC 310, Receivables,
to recognize its finance charge, late charge, and origination fee revenue as these revenue streams are exempt from ASC 606.

 Cash, Cash Equivalents, and Cash Overdraft

 The Company considers short-term interest-bearing
investments with initial maturities of three months or less to be cash equivalents. The Company has no cash equivalents at December 31,
2024 and 2023.

 F- 7

 The Company experienced a cash overdraft of $ 328,421
and $ 168,543 in its group of bank accounts at its primary lender as of December 31, 2024 and 2023, respectively. As this group of bank
accounts is funded by the Company's line of credit (see Note 7), overdrafts are an expected part of the cash cycle. The Company
is not charged any fees for overdrafts as the line of credit funds the operating accounts daily. The Company actively manages its cash
balances to minimize unnecessary interest charges.

 Premium Finance Contracts and Related Receivable

 The Company finances insurance premiums on policies
primarily for commercial enterprises. The Company amortizes these loans over the term of each contract, which varies from three to eleven
monthly payments, and manages these loans on a collective basis based on similar risk characteristics. As of December 31, 2024 and 2023,
the portfolio has an amortized cost basis of $ 67,173,975 and $ 63,602,075, respectively. Repayment terms are structured such that the contracts
will be repaid within the term of the underlying insurance policy, generally less than one year. The contracts are secured by the unearned
premium of the insurance carrier which is obligated to pay the Company any unearned premium in the event the insurance policy is cancelled
pursuant to a power of attorney contained in the finance contract. As of December 31, 2024 and 2023, the amount of unearned premium on
open and cancelled contracts approximated $ 94,200,000 and $ 87,600,000, respectively. The annual percentage interest rates on new contracts
averaged approximately 17.8 % and 17.0 % during the years ended December 31, 2024 and 2023, respectively.

 Allowance for Credit Losses

 In developing a measurement of credit loss, institutions
are required to segment financial assets into pools that share similar risk characteristics. The Company retains a third-party service
provider to analyze its loan portfolio and create a financial model to better estimate its allowance for credit losses within the context
of ASC 326, "Financial Instruments – Credit Losses". Management, along with their service provider, performs an annual
analysis to assist with the determination process of how financial assets should be segregated by risk. Based on this internal risk analysis
performed on the Company's historical datasets, assets are designated into asset classes based on asset codes and other credit quality
indicators to provide structure based on similar risk characteristics or areas of risk concentration. Management, at the recommendation
of the service provider, updated its allowance estimation model by including portfolio segmentation and the application of a separate
methodology for each portfolio segment. The Company classifies its portfolio into two segments, (1) Due from Insured and (2) Due from
Insurance Carrier. The segmentation is based on the respective payment and risk characteristics of each portfolio segment. The Company
develops a systematic methodology to determine its allowance for credit losses at the portfolio segment level.

 The Company utilized the vintage Probability of Default
(PD) method for determining expected future credit losses for the Due from Insured portfolio segment. PD is a measure of the likelihood
that a borrower will default on an asset or other financial obligation. Default refers to the failure by the borrower to make scheduled
payments. Defaults are tracked historically by the percentage of assets in default to assets remaining in the pool by vintage cohort based
on month after origination. Additionally, Loss Given Default (LGD) is a measure of the expected loss on a loan or asset in the event of
default by the borrower. In other words, it is the amount of money that a lender is likely to lose if the borrower fails to make scheduled
payments on the asset. The expectation of future defaults and loss given default are used as the basis for the allowance for credit losses
on each asset by segment. The asset level ACLs are then aggregated by asset segment for reporting purposes.

 The Company utilized the reporting period loss
rate discounted cash flow method for determining expected future credit losses for the Due from Insurance Carrier portfolio segment.
In a DCF model, projected cash flows by asset are adjusted for charge-offs, prepayments and amortization are discounted to their
present value using the effective interest rate. The effective interest rate used in a DCF model is based on the stated rate that is
adjusted for deferred fees and costs, and premiums and discounts. The technique considers future cash flows, adjusted for potential
charge-off and prepayment activity, based on the Company's own historical experience. The difference between the discounted cash
flow and the current amortized cost basis of the asset represents the allowance for credit losses (ACL). These asset-level ACLs are
then aggregated for reporting purposes at the segment level. In a reporting period loss rate model, historical data is viewed from
an historical reporting period perspective and grouped into segments that share similar characteristics, such as asset type, and
credit quality. This allows the model to capture the unique cash flow profile of each segment over the contractual term of each
pool.

 F- 8

 When estimating credit losses, management considers
the need to adjust historical segment loss, default, or prepayment information to reflect the extent to which management expects current
conditions and reasonable and supportable forecasts to differ from the conditions that existed for the period over which historical information
was evaluated and utilized in the model.

 The adjustments to historical loss information may
be qualitative in nature and should reflect changes related to relevant data which reflect differences in current asset specific risk
characteristics, such as differences in underwriting standards, portfolio mix, or asset term within a segment at the reporting date or
when an entity's historical loss information is not reflective of the contractual term of the financial asset or group of financial
assets.

 This can include differences in:

 Nature and volume of the Company's
financial assets.

 The volume, trend and severity
of past-due financial assets, nonaccrual assets, watch, special mention, adversely classified, or independently graded assets, work-outs
and restructurings.

 Changes to the underlying value
or liquidity of collateral on financial assets.

 Management's lending policies
and procedures, including changes in underwriting standards, collections, write-offs and recovery practices.

 The quality of the credit review
system.

 The experience, ability, and
depth of lending, investment, and collections management, as well as other relevant staff.

 The effect of other external
factors, such as competition and regulatory, legal, and technological environments.

 Actual and expected changes
in the general market condition of either the geographical area or industry in which the Company has exposure.

 Actual and expected changes
in international, national, regional, and local economic and business conditions and developments that affect collectability of financial
assets, including the condition of various market segments.

 Additionally, concentration
of credit and external factors such as competition, legal, and regulatory requirements are also assessed to refine the overall estimate
of expected credit losses. This comprehensive approach ensures that the allowance for credit losses accurately reflects management's best
judgment of future losses based on reasonable and supportable forecasts.

 Use of Estimates

 The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Significant estimates include assumptions used in valuation of deferred tax assets, allowance for credit losses, depreciable lives of
property and equipment, and valuation of stock-based compensation.

 Property and Equipment

 Property and equipment are recorded at cost. Depreciation
is computed using the straight-line method over the estimated useful lives of the assets as follows:

 Furniture and equipment 5 - 7 years

 Computer equipment and software 3 - 5 years

 Leasehold improvements 10 years

 F- 9

 Concentration of Credit and Financial Instrument
Risk

 Financial instruments that potentially subject the
Company to concentrations of credit risk are primarily cash and accounts receivable from customers, agents, and insurance companies. The
Company maintains its cash balances at two banks. Accounts at this financial institution are insured by the Federal Deposit Insurance
Corporation up to $ 250,000. Uninsured balances are $ 94,291 and $ 250,200 at December 31, 2024 and 2023, respectively. The Company mitigates
this risk by maintaining its cash balances at a high-quality financial institution. The following table provides a reconciliation between
uninsured balances and cash per the consolidated balance sheet:

 Schedule of reconciliation between
uninsured balances and cash per the consolidated balance sheet

 Uninsured Balance

 $
 94,291

 $
 250,200

 Plus: Insured balances

 250,000

 250,000

 Plus: Balances at other institutions that do not exceed FDIC limit

 1,716

 Plus: Cash overdraft

 328,421

 168,543

 Less: Outstanding checks

 ( 672,712
)

 ( 668,743
)

 Cash per Consolidated Balance Sheet

 $
 1,716

 $

 The Company controls its credit risk in accounts receivable
through credit standards, limits on exposure, by monitoring the financial condition of insurance companies, by adhering to statutory cancellation
policies, and by monitoring and pursuing collections from past due accounts. We cancel policies at the earliest permissible date allowed
by the statutory cancellation regulations.

 Approximately 66 % and 61 % of the Company's business
activity is with customers located in Florida for 2024 and 2023, respectively. Approximately 10 % and 10 % of the Company's business
activity is with customers located in Georgia for 2024 and 2023, respectively. Approximately 8 % and 10 % of the Company's business
activity is with customers located in North Carolina for 2024 and 2023, respectively. Approximately 8 % and 10 % of the Company's
business activity is with customers located in South Carolina for 2024 and 2023, respectively. There were no other significant regional,
industrial or group concentrations during the years ended December 31, 2024 and 2023.

 Cash Surrender Value of Life Insurance

 The Company is the owner and beneficiary of a life
insurance policy on its president. The gross cash surrender value relative to the policy in place at December 31, 2024 and 2023, was $ 705,593
and $ 650,237, respectively. In March 2024, the Company executed a $ 641,934 loan against the life insurance policy. Any death benefit received
would first be reduced by the outstanding loan amount at the time of death. The loan accrues interest at a blended interest rate of 6.64 %,
has no maturity date, and was funded in April 2024. The Company paid interest on this loan of $ 27,884 and $ 0 for the years ended December
31, 2024 and 2023, respectively.

 Amortization of Line of Credit Costs

 Amortization of line of credit costs is computed using
the straight-line method over the life of the loan.

 Fair Value of Financial Instruments

 The Company's carrying amounts of financial
instruments as defined by Financial Accounting Standards Board ("FASB") ASC 825, "Disclosures about Fair Value of Financial
Instruments", including premium finance contracts and related receivables, prepaid expenses, cash surrender value of life insurance,
drafts payable, accrued expenses and other current liabilities, approximate their fair value due to the relatively short period to maturity
for these instruments. The fair value of the line of credit and notes payable are based on current rates at which the Company could borrow
funds with similar remaining maturities and the carrying value approximates fair value.

 Income Taxes

 The provision for income taxes is computed using the
asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of
temporary differences between the financial reporting and tax bases of assets and liabilities and for operating losses and tax credit
carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in
effect for the years in which those tax assets and liabilities are expected to be realized or settled. The Company records a valuation
allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

 F- 10

 Uncertain tax positions are recognized only when the
Company believes it is more likely than not that the tax position will be upheld on examination by the taxing authorities based on the
merits of the position. The Company has no material unrecognized tax benefits and no adjustments to its consolidated financial position,
results of operations or cash flows were required as of December 31, 2024.

 The Company filed consolidated tax returns for the
years ended December 31, 2024 and 2023, which are subject to examination by federal and state tax jurisdictions. The Company's tax
returns for the previous three years remain open for audit by the respective tax jurisdictions. No income tax returns are currently under
examination by taxing authorities. The Company recognizes interest and penalties, if any, related to uncertain tax positions in income
tax expense. The Company did no t have any accrued interest or penalties associated with uncertain tax positions as of December 31, 2024
and 2023.

 Stock-Based Compensation

 The Company accounts for stock-based compensation
in accordance with FASB ASC Topic No. 718, "Stock Compensation," which establishes the requirements for expensing equity awards.
The Company measures and recognizes as compensation expense the fair value of all share-based payment awards based on estimated grant
date fair values. Our stock-based compensation includes issuances made to directors, executives, employees and consultants, which includes
employee stock options related to our 2019 Equity Incentive Plan and stock warrants. The determination of fair value involves a number
of significant estimates. We use the Black-Scholes option pricing model to estimate the value of employee stock options and stock warrants
which requires a number of assumptions to determine the model inputs. These include the expected volatility of our stock and employee
exercise behavior which are based expectations of future developments over the term of the option.

 Earnings per Common Share

 The Company accounts for earnings
(loss) per share in accordance with FASB ASC Topic No. 260 - 10, "Earnings Per Share", which establishes the
requirements for presenting earnings per share ("EPS"). FASB ASC Topic No. 260 - 10 requires the presentation of
"basic" and "diluted" EPS on the face of the statement of operations. Basic EPS amounts are calculated using
the weighted-average number of common shares outstanding during each period. Diluted EPS assumes the exercise of all stock options,
warrants and convertible securities having exercise prices less than the average market price of the common stock during the
periods, using the treasury stock method.

 As of December 31, 2024 and 2023, stock
options to purchase 111,200 and 207,400 shares of common stock were outstanding, respectively, and stock warrants to purchase 1,035,000
and 1,035,000 shares of common stock were outstanding, respectively, as described in Note 12. All outstanding stock options have fully
vested. All outstanding stock warrants vested immediately. In August 2024, the Company exchanged $ 10,000 of notes payable and $ 66,960
of notes payable – related parties for 96,200 shares of common stock at a price of $ 0.80 per share from the exercise of incentive
stock options by two employees. The following table summarizes the effects of the outstanding options and warrants on earnings per share:

 Schedule of outstanding options and warrants on earnings per share

 Options included in the calculation of diluted EPS

 91,200

 197,400

 Vested but antidilutive options

 20,000

 —

 Nonvested options

 —

 Total options outstanding

 207,400

 Warrants included in the calculation of diluted EPS

 —

 635,000

 Vested but antidilutive warrants

 400,000

 Total warrants outstanding

The Series A Convertible Preferred Stock can be converted to common stock at 80% of the prevailing market price over the previous 30-day
period at the option of the Company. This preferred stock is dilutive as of December 31, 2024 and anti-dilutive as of December 31, 2023.

 Leases

 The Company recognizes and measures its leases in
accordance with ASC Topic 842, "Leases". The Company determines if an arrangement is a lease, or contains a lease, at inception
of a contract and when the terms of an existing contract are changed. The Company recognizes a lease liability and a right of use (ROU)
asset at the commencement date of the lease. The lease liability is initially and subsequently recognized based on the present value of
its future lease payments calculated using the Company's incremental borrowing rate.

 F- 11

 Recent Accounting Pronouncements

 In August 2020, the FASB issued ASU 2020-06, Debt
- Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic
815-40) - Accounting for Convertible Instruments and Contracts on an Entity's Own Equity. The ASU simplifies accounting for convertible
instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported
as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions
that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify
for the exceptions. The ASU also simplifies the diluted net income per share calculation in certain areas. The new guidance is effective
for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, and early adoption is permitted.
The Company did not experience any impact on the consolidated financial statements from the adoption of the standard.

 In November 2023, the Financial Accounting Standards
Board ("FASB") issued Accounting Standards Update ("ASU") 2023-07, Improvements to Reportable Segment Disclosures
("ASU 2023-07"), which requires incremental disclosures about reportable segments but does not change the definition of a
segment or the guidance for determining reportable segments. The new guidance requires disclosure of significant segment expenses that
are (1) regularly provided to (or easily computed from information regularly provided to) the chief operating decision maker ("CODM")
and (2) included in the reported measure of segment profit or loss. The new standard also requires companies to disclose the title and
position of the individual (or the name of the committee) identified as the CODM, allows companies to disclose multiple measures of segment
profit or loss if those measures are used to assess performance and allocate resources, and is applicable to companies with a single reportable
segment. The requirements are effective for annual reporting periods beginning on January 1, 2024, and are required to be applied retrospectively.
The Company has adopted the additional disclosure requirements under ASU 2023-07. The additional requirements did not have a material
impact on the financial statements.

 3. Premium Finance Contracts, Related Receivable
and Allowance for Credit Losses

 Premium Finance Contracts and Related Receivable represent
monthly payments due on insurance premium finance contracts. The Company finances insurance policies over periods from three to eleven
months for businesses and consumers who make an initial down payment of, on average, 25 percent of the insurance policy amounts. The entire
amount of the contract is recorded including amounts due for finance charges and services charges. These receivables are reported net
of unearned interest for financial statements purposes. Amounts due from agents represent balances related to (1) an agent's unearned
commission due to a policy cancellation and (2) down payments collected by the agents on behalf of the insured, which are due to us. Upon
cancellation of an insurance premium finance contract, the unearned premium on the contract becomes due from the insurance carrier. The
Company bifurcates its Premium Finance Contracts Receivable into two segments for reporting and allowance calculation purposes. The segments
are (1) Due from Insured and (2) Due from Insurance Carrier.

 At December 31, 2024 and 2023, premium finance contract
and agents' receivable consists of the following:

 Schedule of premium finance contract
and agents receivable

 Description

 Contracts due from insured

 $
 59,758,090

 $
 57,769,501

 Contracts due from insurance carrier

 7,415,885

 5,832,574

 Insurance premium finance contracts gross

 67,173,975

 63,602,075

 Amounts due from agents

 1,059,085

 804,131

 Less: Unearned interest

 ( 2,406,496
)

 ( 2,164,914
)

 Insurance premium finance contract net

 65,826,564

 62,241,292

 Less: Allowance for credit losses

 ( 1,969,007
)

 ( 1,501,593
)

 Total

 $
 63,857,557

 $
 60,739,699

 F- 12

 3. Premium Finance Contracts, Related Receivable
and Allowance for Credit Losses (Continued)

 The allowance for credit losses at December 31, 2024
and December 31, 2023 is as follows:

 Schedule of allowance for credit losses

 Allowance for contracts due from insured

 $
 1,099,338

 $
 953,208

 Allowance for contracts due from insurance carrier

 692,066

 382,949

 Allowance for amounts due from agents

 177,603

 165,436

 Total allowance for credit losses

 $
 1,969,007

 $
 1,501,593

 Activity in the allowance for credit losses
for the years ended December 31, 2024 and 2023, is as follows:

 Schedule of allowance for credit losses activity

 Balance at the beginning of the year

 $
 1,501,593

 $
 1,129,498

 Current year provision

 1,846,860

 1,452,058

 Write-offs charged against the allowance

 ( 1,726,907
)

 ( 1,422,474
)

 Recoveries of amounts previously charged off

 347,461

 342,511

 Balance at end of the year

 $
 1,969,007

 $
 1,501,593

 The Company maintains an allowance that includes the
expected write-offs of principal and interest. Provisions and write-offs per the note disclosures above are displayed at gross amounts,
which include provisions and write-offs of both principal and unearned interest. The write-offs are allocated between the principal (i.e.
provision for credit losses) and interest (i.e. contra-revenue) on the income statement. The following table shows a reconciliation between
the total provision per this note and provision for credit losses on the consolidated statement of operations:

 Schedule of reconciliation between the total
 provision per the note and provision for credit losses

 Current year provision

 $
 1,846,860

 $
 1,452,058

 Less: Contra-revenue

 ( 592,335
)

 ( 501,243
)

 Provision for credit losses

 $
 1,254,525

 $
 950,815

 The aging analyses of past-due contract receivables
as of December 31, 2024 and December 31, 2023 are as follows:

 Schedule of
 aging analyses of past-due contract receivables

 As of December 31, 2024

 30–59
 Days

 60–89
 Days

 90-119
 Days

 Greater
 Than 120 Days

 Total
 Past-Due

 Current

 Grand
 Total

 Premium finance contracts:

 Due from insured

 $
 113,024

 $
 100,104

 $
 5,186

 $
 12,403

 $
 230,717

 $
 59,527,373

 $
 59,758,090

 Due from insurance carrier

 446,035

 400,021

 302,676

 2,387,638

 3,536,370

 3,879,515

 7,415,885

 Total

 $
 559,059

 $
 500,125

 $
 307,862

 $
 2,400,041

 $
 3,767,087

 $
 63,406,888

 $
 67,173,975

 As of December 31, 2023

 30–59
 Days

 60–89
 Days

 90-119
 Days

 Greater
 Than 120 Days

 Total
 Past-Due

 Current

 Grand
 Total

 Premium finance contracts:

 Due from insured

 $
 147,915

 $
 2,241

 $
 7,536

 $
 30,086

 $
 187,778

 $
 57,581,723

 $
 57,769,501

 Due from insurance carrier

 1,041,232

 976,535

 456,897

 1,913,339

 4,388,003

 1,444,571

 5,832,574

 Total

 $
 1,189,147

 $
 978,776

 $
 464,433

 $
 1,943,425

 $
 4,575,781

 $
 59,026,294

 $
 63,602,075

 F- 13

 4. Property and Equipment, Net

 At December 31, 2024 and 2023, the Company's
property and equipment consists of the following:

 Schedule of property and equipment

 Computer Software

 $
 25,857

 $
 26,207

 Automobile

 166,749

 155,881

 Furniture & Fixtures

 17,773

 14,273

 Leasehold Improvements

 116,811

 116,811

 Computer Equipment

 52,535

 73,145

 Property and equipment, gross

 379,725

 386,317

 Accumulated depreciation

 ( 245,546
)

 ( 263,817
)

 Property and equipment, net

 $
 134,179

 $
 122,500

 The Company recorded depreciation expense in other
operating expenses of $ 40,477 and $ 25,292, for the years ended December 31, 2024 and 2023, respectively.

 5. Leases

 The Company accounts for leases in accordance with
ASC Topic 842. The Company used its incremental borrowing rate of 5.25 % for all operating leases as of December 31, 2024 and 2023. In
March 2024, the Company renewed its office lease with Marlenko Acquisitions, LLC. The new two-year lease is identical to the previous
lease and expires on February 28, 2026 with a one-year option to renew. The right-of-use asset and operating lease liability at the execution
of this lease totaled $ 235,335.

 Office lease – On March 1,
2024, the Company entered into a two ( 2) year lease for an office facility located in Miami Florida with an entity controlled by our CEO
and related parties. The lease has a one-time renewal option for one year which management is reasonably certain will be exercised. The
lease is $ 7,048 per month and expires in February 2026, including the renewal option (see Note 14).

 Secure facility lease – On September
26, 2022, the Company entered into a three ( 3) year lease for a secure facility located in Miami, Florida. The lease has no renewal option.
The lease is $ 1,418 per month, with payment increases of 4 % annually, and expires in September 2025. The right-of-use asset and operating
lease liability at the execution of this lease totaled $ 48,979.

 Copier lease – On October
14, 2019 the Company entered into a copier lease. The right to use asset and lease liability at inception of the copier lease was $ 68,799.
The cost of the copier lease is $ 1,116 per month and expired October 14, 2024 with a one-year renewal option, which the Company exercised.

 Hardware lease – On September
30, 2022, the Company entered into a three-year lease for computer hardware. The lease has no renewal option. The lease is $ 664 per month
and expires in September 2025. The right-of-use asset and operating lease liability at the execution of this lease totaled $ 22,059.

 Server lease – On December
7, 2021, the Company entered into a five-year lease for a computer server. The lease contains a bargain purchase option, which the Company
intends to exercise. The Company recorded this lease as a finance lease. The lease payments are $ 1,249 per month through December 2026.

 F- 14

 5. Leases (Continued)

 Supplemental balance sheet information related to leases is
as follows:

 Schedule of lease cost

 Leases

 Classification

 Right-of-use assets

 Operating lease assets

 $
 203,119

 $
 80,840

 Server lease

 Finance lease assets

 25,408

 38,664

 Total lease assets

 $
 228,527

 $
 119,504

 Current operating lease liability

 Current operating lease liabilities

 $
 114,230

 $
 50,594

 Non-current operating lease liability

 Long-term operating lease liabilities

 88,888

 30,246

 Total operating lease liabilities

 $
 203,118

 $
 80,840

 Current finance lease liability

 Current finance lease liabilities

 $
 13,875

 $
 13,166

 Non-current finance lease liability

 Long-term finance lease liabilities

 13,518

 27,393

 Total finance lease liabilities

 $
 27,393

 $
 40,559

 Maturities of lease liabilities as of December 31, 2024 were
as follows:

 Schedule of maturities of lease liabilities

 2025

 $
 130,503

 2026

 98,465

 2027

 14,098

 Total lease payments

 243,066

 Less: imputed interest

 ( 12,555
)

 Present value of lease liabilities

 $
 230,511

 The weighted-average remaining lease term was
 1.96 years and 1.97 years as of December 31, 2024 and December 31, 2023, respectively. For the years ended December 31, 2024 and 2023,
the total operating lease costs was $ 123,814 and $ 123,127, respectively. As of December 31, 2024 and 2023, operating lease payments include
$ 95,746 and $ 27,490, respectively, of cost related to options to extend lease terms that are reasonably certain of being exercised.

 6. Drafts Payable

 Drafts payable outstanding represent unpaid drafts
that have not been disbursed by our senior lender as of the reporting date on insurance premium finance contracts received by the Company
prior to the reporting date. As of December 31, 2024 and 2023, the draft payable balances are $ 2,080,810 and $ 2,681,359, respectively.

 7. Line of Credit

 Relationship with First Horizon Bank ("FHB")

 On February 3, 2021, the Company entered into
an exclusive twenty-four month loan agreement with First Horizon Bank, our senior lender, for a revolving line of credit in the amount
of $ 35,000,000, which was immediately funded for $ 25,974,695 to pay off the prior line of credit. On this date, the prior line of credit
was fully repaid and terminated. The Company recorded $ 180,350 of loan origination costs. In October 2021, the Company increased its
line of credit with First Horizon Bank from $ 35,000,000 to $ 45,000,000. The Company recorded $ 25,771 of line of credit costs related
to the credit increase. In November 2022, the Company extended the maturity on its line of credit agreement with FHB until November 30,
2025. This extension also changed the Index Rate of the line of credit from 30-Day Libor to 30-Day Secured Overnight Financing Rate ("SOFR").
The Company recorded $ 117,228 of line of credit costs related to this extension, which is included in the line of credit balance in the
consolidated balance sheet at December 31, 2024.

 F- 15

 7. Line of Credit (Continued)

 At December 31, 2024 and 2023, the advance rate was
 85 % of the aggregate unpaid balance of the Company's eligible accounts receivable. The line of credit is secured by all Company
assets and is personally guaranteed by our CEO and two directors of the Company. The line of credit bears interest at 30-Day SOFR plus
2.55-2.96% per annum (7.30% and 8.09% at December 31, 2024 and 2023, respectively). As of December 31, 2024 and 2023, the amount of principal
outstanding on the line of credit was $ 41,217,513 and $ 42,377,736, respectively, and is reported on the consolidated balance sheet net
of $ 1,445 and $ 3,021, respectively, of unamortized loan origination fees. Interest expense on this line of credit for the years ended
December 31, 2024 and 2023 totaled approximately $ 3,056,000 and $ 3,023,000, respectively. The Company recorded amortized loan origination
fee for the years ended December 31, 2024 and 2023 of $ 1,576 and $ 104,701, respectively. For the years ended December 31, 2024 and 2023,
the Company paid a fee based on the unused portion of the line of credit totaling $ 4,093 and $ 17,272, respectively, which is included
in interest expense. The Company had availability on this line of credit of $ 3,756,900 as of December 31, 2024.

 The Company's agreements with FHB contain certain
financial covenants and restrictions. Under these restrictions, all the Company's assets are pledged to secure the line of credit,
the Company must maintain certain financial ratios such as an adjusted tangible net worth ratio, interest coverage ratio and adjusted
leverage ratio. The loan agreement also provides for certain covenants such as audited financial statements, notice of change of control,
budget, permission for any new debt, and copies of filings with regulatory bodies. On November 14, 2023, the Company executed an amendment
of the loan agreement, which provided a waiver of default on its Interest Coverage Ratio as of September 30, 2023. The amendment also
reduced the Minimum Interest Coverage Ratio for the following four quarters through September 30, 2024. Management believes it was in
compliance with the applicable debt covenants as of December 31, 2024 and December 31, 2023.

 8. Other Loans

 On April 18, 2020, the Company entered into a $ 271,000
loan with Woodforest National Bank, under a program administered by the Small Business Administration ("SBA") as part of the
Paycheck Protection Program ("PPP") approved under the "Coronavirus Aid, Relief, and Economic Security Act" ("CARES
Act") (Pub. L. No. 116-136). The loan matured in two (2) years and accrued interest at 1 % from the origination of the loan.

 On June 22, 2022, the Company executed a loan
modification with Woodforest National Bank ("WNB") allowing for the repayment of the PPP loan to WNB. The modified loan has
a maturity date of April 18, 2025 with a 1 % fixed interest rate and monthly principal and interest payments of $ 7,801 beginning on May
18, 2022. For the years ended December 31, 2024 and 2023, the Company paid interest on this loan of $ 829 and $ 1,761, respectively, which
is included in interest expense.

 On April 12, 2024, the Company entered into
a $ 43,700 loan agreement with American Express. The loan has a maturity date of April 12, 2025 with a 10.89 % fixed interest rate and
monthly principal and interest payments of $ 3,860 beginning on May 13, 2024. For the years ended December 31, 2024 and 2023, the Company
paid interest on this loan of $ 2,448 and $ 0, respectively, which is included in interest expense.

 As of December 31, 2024 and 2023, the balance
of these loans is as follows:

 Schedule of balance of the loan

 2024

 2023

 Total other loans

 $
 45,705

 $
 123,924

 Less: current maturities

 ( 45,705
)

 ( 92,785
)

 Long-term maturities

 $
 —

 $
 31,139

 F- 16

 9. Notes Payable

 At December 31, 2024 and 2023 the balances of long-term unsecured
notes to unrelated parties are as follows:

 Schedule of the balances of long-term unsecured notes to unrelated parties

 Total notes payable - Others

 $
 8,993,497

 $
 6,865,557

 Less current maturities

 ( 3,616,940
)

 ( 2,181,400
)

 Long-term maturities

 $
 5,376,557

 $
 4,684,157

 Scheduled future maturities of notes payable are as follows:

 Schedule of future maturities of notes payable

 Maturities due within:

 1 year

 $
 3,616,940

 $
 2,181,400

 2 years

 1,685,157

 2,993,500

 3 years

 802,500

 1,393,157

 4 years

 2,187,900

 197,500

 5 years and beyond

 701,000

 100,000

 $
 8,993,497

 $
 6,865,557

 These are notes payable to individuals. The notes
have interest payable monthly, ranging from 6 % to 8 % per annum and are unsecured and subordinated. The principal is due on various dates
through August 31, 2030. The maturity date of these notes automatically extends for periods of three months to six years unless the note
holder requests repayment through written instructions at least ninety days prior to the maturity date of the note. The automatic maturity
extension of these notes is considered a loan modification. Notes totaling $ 1,029,750 and $ 1,243,021 were rolled over during the years
ended December 31, 2024 and 2023, respectively. Interest expense on the notes totaled approximately $ 596,000 and $ 496,000 during the year
ended December 31, 2024 and 2023, respectively. The Company received proceeds on these notes of $ 2,269,440 and $ 350,212 for the years
ended December 31, 2024 and 2023, respectively. The Company repaid principal on these notes of $ 131,500 and $ 771,576 for the years ended
December 31, 2024 and 2023, respectively. In August 2024, the Company exchanged, in a cashless transaction, $ 10,000 of these notes for
 12,500 shares of common stock at a price of $ 0.80 per share from the exercise of previously vested incentive stock options by an employee.
There were no gains or losses on this exchange.

 10. Notes Payable – Stockholders and Related Parties

 At December 31, 2024 and 2023, the balances of long-term
notes payable to stockholders and related parties are as follows:

 Schedule of the balances of long-term notes payable to stockholders and related parties

 Total notes payable - Related parties

 $
 3,039,040

 $
 2,088,000

 Less current maturities

 ( 376,000
)

 ( 310,000
)

 Long-term maturities

 $
 2,663,040

 $
 1,778,000

 Scheduled future maturities of notes payable are as follows:

 Schedule of future maturities of notes payable

 Maturities due within:

 1 year

 $
 376,000

 $
 310,000

 2 years

 1,255,000

 316,000

 3 years

 120,000

 885,000

 4 years

 1,288,040

 72,000

 5 years

 —

 505,000

 $
 3,039,040

 $
 2,088,000

 These are notes payable to stockholders and related
parties. The notes have interest payable monthly of 8 % per annum and are unsecured and subordinated. The principal is due on various dates
through November 30, 2028. The maturity date of these notes automatically extends for periods of one to four years unless the note holder
requests repayment through written instructions at least ninety days prior to the maturity date of the note. The automatic maturity extension
of these notes is considered a loan modification. Notes totaling $ 278,040 and $ 587,000 were rolled over during the years ended December
31, 2024 and 2023, respectively. Interest expense on the notes totaled approximately $ 211,000 and $ 154,000 during the years ended December
31, 2024 and 2023, respectively. The Company received proceeds on these notes of $ 1,028,000 and $ 190,000 for the years ended December
31, 2024 and 2023, respectively. The Company repaid principal on these notes of $ 10,000 and $ 27,000 for the years ended December 31, 2024
and 2023, respectively. In August 2024, the Company exchanged, in a cashless transaction, $ 66,960 of these notes for 83,700 shares of
common stock at a price of $ 0.80 per share from the exercise of previously vested incentive stock options by an employee. There were no
gains or losses on this exchange.

 F- 17

 11. Income Taxes

 The provision for income taxes for the years ended
December 31, 2024 and 2023, consisted of the following:

 Schedule of provision for income taxes

 For the Year Ended December 31,

 2024

 2023

 Statutory rate applied to income before income taxes

 $
 353,047

 $
 193,962

 Increase in income taxes results from:

 Temporary differences

 ( 12,901
)

 ( 1,971
)

 Non-deductible expenses

 —

 ( 11,500
)

 Change in valuation allowance

 —

 —

 Income tax expense

 $
 340,146

 $
 180,491

 Schedule of effective income tax rate reconciliation

 2024

 2023

 Income tax benefit at US statutory rate of 21%

 21.00
 %

 21.00
 %

 Income tax benefit - state

 4.81
 %

 3.80
 %

 Non-deductible expense

 - 0.98
 %

 - 1.61
 %

 Change in temporary differences

 1.01
 %

 - 0.28
 %

 Change in valuation allowance

 0.00
 %

 0.00
 %

 Income tax expense

 25.84
 %

 22.91
 %

 Schedule of deferred tax assets and liabilities

 2024

 2023

 Deferred tax assets:

 Allowance for uncollectible

 $
 454,577

 $
 337,080

 Stock compensation

 27,647

 28,336

 Book to tax depreciation

 22,776

 25,584

 Gross deferred tax assets

 505,000

 391,000

 Valuation allowance

 —

 —

 Net deferred tax assets

 $
 505,000

 $
 391,000

 12. Equity

 Preferred Stock

 As of December 31, 2024 and 2023, the Company was
authorized to issue 20 million shares of preferred stock with a par value of $ 0.001 per share, of which 600,000 shares had been designated
as Series A convertible preferred stock. As of each of December 31, 2024 and 2023, there were 166,000 shares of Series A convertible preferred
stock issued and outstanding.

 F- 18

 12. Equity (Continued)

 In the event of any liquidation, dissolution or winding
up of the Company, the holders of preferred stock shall be entitled to receive, prior and in preference to any distribution of any of
the assets of the Company to the holders of common stock, an amount equal to $ 10 for each share of preferred stock, plus all unpaid dividends
that have been accrued, accumulated or declared. As of December 31, 2024, the total liquidation preference on the preferred stock is
$ 1,689,050. The Company may redeem the preferred stock from the holders at any time following the second anniversary of the closing of
the original purchase of the preferred stock. The Series A convertible preferred stock can be converted to common stock at 80% of the
prevailing market price over the previous 30-day period at the option of the Company.

 Holders of preferred stock are entitled to receive
preferential cumulative dividends, only if declared by the board of directors, at a rate of 7% per annum per share of the liquidation
preference amount of $ 10 per share. During the years ended December 31, 2024 and 2023, the Board of Directors has declared and paid dividends
on the preferred stock of $ 116,200 and $ 116,200, respectively. As of each of December 31, 2024 and 2023, preferred dividends are in arrears
by $ 29,050.

 December 31, 2023 dividends in arrears were declared
and paid in January 2024. December 31, 2024 dividends in arrears were declared and paid in January 2025.

 Common Stock

 As of December 31, 2024 and 2023, the Company was
authorized to issue 100 million shares of common stock with a par value of $ 0.001 per share, of which 3,001,216 and 2,905,016 shares were
issued and outstanding, respectively.

 In August 2024, the Company exchanged $ 10,000 of notes
payable and $ 66,960 of notes payable – related parties for 96,200 shares of common stock at a price of $ 0.80 per share from the
exercise of incentive stock options by two employees.

 Stock Options

 In 2019, the Company's Board of Directors approved
the creation of the 2019 Equity Incentive Plan (the "2019 Plan"). The 2019 Plan provides for the issuance of incentive stock
options to designated employees, certain key advisors and non-employee members of the Board of Directors with the opportunity to receive
grant awards to acquire, in the aggregate, up to 300,000 shares of the Corporation's common stock. The following table summarizes
information about employee stock options outstanding at December 31, 2024:

 Schedule of employee stock options outstanding

 Outstanding
 Options

 Vested
 Options

 Outstanding at December 31, 2024

 Average Remaining Term

 Average Exercise Price

 Exercisable at December 31, 2024

 Average Remaining Term

 Average Exercise Price

 91,200

 5.16

 $
 0.80

 91,200

 5.16

 $
 0.80

 7.50

 4.50

 7.50

 4.50

 2.50

 4.95

 2.50

 4.95

 5.13 years

 $
 1.51

 5.13 years

 $
 1.51

 F- 19

 12. Equity (Continued)

 A summary of information regarding the stock options outstanding
is as follows:

 Schedule of stock options outstanding

 of Shares

 Average Exercise Price

 Average Remaining Contractual Term

 Intrinsic
 Value

 Outstanding at December 31, 2022

 207,400

 $
 0.80

 7.15 years

 —

 Issued

 —

 —

 —

 —

 Exercised

 —

 —

 —

 —

 Outstanding at December 31, 2023

 207,400

 $
 1.18

 7.15 years

 $
 1,091,236

 Issued

 —

 —

 —

 —

 Exercised

 96,200

 $
 0.80

 5.42 years

 $
 76,960

 Outstanding at December 31, 2024

 $
 1.51

 5.13 years

 $
 98,496

 Exercisable at December 31, 2024

 $
 1.51

 5.13 years

 $
 98,496

 In August 2024, the Company exchanged $ 10,000 of notes
payable and $ 66,960 of notes payable – related parties for 96,200 shares of common stock at a price of $ 0.80 per share from the
exercise of incentive stock options by two employees. During the years ended December 31, 2024 and 2023, the Company recognized $ 14,100
and $ 28,200, respectively, of stock option expense. As of December 31, 2024, there was no remaining unvested equity compensation.

 Stock Warrants

 A summary of information regarding the stock
options outstanding is as follows:

 Schedule of stock warrants

 of Shares

 Average Exercise Price

 Average Remaining Contractual Term

 Intrinsic
 Value

 Outstanding at December 31, 2022

 $
 7.09

 2.6 years

 $
 1,549,400

 Issued

 —

 —

 —

 —

 Exercised

 —

 —

 —

 —

 Outstanding at December 31, 2023

 $
 7.09

 1.6 years

 $
 355,600

 Issued

 —

 —

 —

 —

 Exercised

 —

 —

 —

 —

 Outstanding at December 31, 2024

 $
 7.09

 0.6 years

 —

 Exercisable at December 31, 2024

 $
 7.09

 0.6 years

 —

 The warrants vested immediately. During the years
ended December 31, 2024 and 2023, the Company recognized no stock warrant expense.

 13. Employee Benefit Plan

 The Company maintains a qualified retirement profit
sharing plan and a 401(k) retirement plan, which covers substantially all employees. Employees ratably vest in the plan over six years
and the Company's contributions to the profit sharing plan are discretionary. The Company matches a portion of employee contributions
to the 401(k) plan. Total 401(k) matching and profit-sharing plan contributions of $ 62,172 and $ 30,688 were made for the years ended
December 31, 2024 and 2023, respectively.

 F- 20

 14. Related Party Transactions

 The Company has engaged in transactions with related
parties primarily shareholders, officers and directors and their relatives that involve financing activities and services to the Company.
The following discussion summarizes its activities with related parties.

 Office lease

 As discussed in Note 5, the Company entered into
a three-year lease for its office space in Miami, FL with an entity that is controlled by our CEO and related parties. The Company leases
approximately 3,000 square feet of office space. The lease contract expires in February 2026.

 Line of credit

 As discussed in Note 7, the Company secured its primary
financing in part through the assistance of our CEO and two board members who guaranteed the loan to the financial institution. The current
line of credit with First Horizon Bank was initiated at $ 35,000,000. In October 2021, the Company increased its line of credit with First
Horizon Bank from $ 35,000,000 to $ 45,000,000. In November 2022, the Company extended the maturity of its line of credit with First Horizon
Bank until November 30, 2025.

 Notes Payable

 As discussed in Note 10, the Company has been advanced
funds by its shareholders. As of December 31, 2024 and 2023, the amounts advanced were $ 3,039,040 and $ 2,088,000, respectively.

 Stock Options

 As discussed in Note 12, on June 29, 2022, the Company
issued 20,000 stock options to officers and directors under the terms of the 2019 Equity Incentive Plan. The total impact on earnings
from this transaction is $56,400, which is being amortized over 24 months at a rate of $2,350 per month. This transaction will also increase
additional paid-in capital over the same period at the same rate.

 15. Commitments and Contingencies

 On June 29, 2022, the Company signed "at-will"
employment agreements with its CEO and CFO, which include fixed salary increases over the next five years and performance-based equity
compensation. At the execution of the agreements, the Company issued a total of 20,000 stock options for the purchase of common stock
pursuant to its 2019 Equity Incentive Plan. These stock options vest over a two-year period.

 From time-to-time, we may be involved in litigation
or be subject to claims arising out of our operations or content appearing on our websites in the normal course of business. Although
the results of litigation and claims cannot be predicted with certainty, we currently believe that the final outcome of these ordinary
course matters will not have a material adverse effect on our business. Regardless of the outcome, litigation can have an adverse impact
on our company because of defense and settlement costs, diversion of management resources and other factors.

 16. Segment Reporting

 The Company is engaged in a single line of business
as an insurance premium finance company, providing loans to customers for the purchase of insurance. The Company has identified a committee,
the CODM Committee, composed of its Chief Executive Officer and Chief Financial Officer, as the chief operating decision maker ("CODM"),
who uses net income to evaluate the results of the business, predominantly in the forecasting process, to manage the Company. Additionally,
the CODM uses the availability on its line of credit (see Note 7) and prevailing interest rates, which are not a measure of profit and
loss, to make operational decisions while maintaining capital adequacy, such as whether to reinvest profits or pay distributions. The
Company's operations constitute a single operating segment, and therefore, a single reportable segment, because the CODM Committee
manages the business activities using information of the Company as a whole. The accounting policies used to measure the profit and loss
of the segment are the same as those described in the summary of significant accounting policies. The Company's segment revenue and expenses
are in line with what is in the Company's consolidated statements of operations and includes all significant categories that are provided
to the CODM for review. Also, the segment assets are the same as those reported in the Company's consolidated balance sheets.

 F- 21

 17. Subsequent Events

 In January 2025, the Company issued $ 2,000
of notes payable and repaid $ 9,000
of notes payable. In February 2025, the Company issued $ 218,750
of notes payable and repaid $ 10,000 of notes payable.

 In January 2025, the Board of Directors declared and
paid dividends on the Series A convertible preferred stock of $ 29,050.