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 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, 2023

 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)

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

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

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

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

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.

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.

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).

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, 2023, the last business
day of the Registrant's most recently completed second fiscal quarter, was approximately $ 7,315,839
 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.

 shares of common stock were issued and outstanding as of March 15, 2024.

 DOCUMENTS
INCORPORATED BY REFERENCE

 None.

 STANDARD PREMIUM FINANCE HOLDINGS, INC.

 ANNUAL REPORT ON FORM 10-K

 For the Fiscal Year Ended December 31,
2023

 PAGE

 Part
 I

 Item

 Business

 Item
 1A

 Risk
 Factors

 Item
 1B

 Unresolved
 Staff Comments

 Item
 1C

 Cybersecurity

 Item

 Properties

 Item

 Legal
 Proceedings

 Item

 Mine
 Safety Disclosures

 Part
 II

 Item

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

 Item

 [Reserved]

 Item

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

 Item
 7A

 Quantitative
 and Qualitative Disclosures about Market Risk

 Item

 Financial
 Statements and Supplementary Data

 Item

 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

 Part
 III

 Item

 Directors,
 Executive Officers and Corporate Governance

 Item

 Executive
 Compensation

 Item

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

 Item

 Certain
 Relationships and Related Transactions, and Director Independence

 Item

 Principal
 Accountant Fees and Services

 Part
 IV

 Item

 Exhibit
 and Financial Statement Schedules

 Item

 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 the "Company" 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 currently operate in seventeen 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 ten months. In the event the borrower defaults in 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 are 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 80 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 essentially 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 $287.1
billion of commercial lines insurance premiums were generated in the U.S. in 2018.

 The insurance premium finance
industry began in Pennsylvania in 1933 and has grown along with the U.S. economy. It is estimated that approximately 15% of the $250
billion U.S. commercial property and casualty premiums were financed in 2015, generating $40 billion of insurance premium finance loans.

 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

 The bulk of our insurance premium
loans are originated through 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-one states, although most of our loans are made in nine (9) states. For risk management purposes, we have a policy
of 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 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 which are authorized and regulated by the states in which we do business.
The commission paid is generally tied to the gross revenue that the loan generates. For example, 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. Further, the
higher the interest rate the loan generates, the higher the 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 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 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, 2023, we
had twenty-seven employees, six 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 $50,000 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 $63,602,075 and $51,525,950
in premium finance loans outstanding as of December 31, 2023 and December 31, 2022, respectively. 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

 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

 As of December 31, 2022, we had
16,248 active premium finance loans in nine states. The following is a summary of our premium loan portfolio as of December 31, 2022:

 State

 Loans

 Total

 Premiums

 Down

 Payment

 Amount

 Financed

 Total

 Florida

 9,279

 69,048,609

 16,623,792

 52,424,818

 30,241,755

 Georgia

 1,773

 14,608,060

 3,628,853

 10,979,207

 6,265,193

 North
 Carolina

 3,429

 14,018,258

 2,963,710

 11,054,549

 5,953,967

 South
 Carolina

 9,011,346

 1,807,145

 7,204,201

 4,375,526

 Texas

 10,960,007

 2,732,479

 8,227,528

 4,527,292

 All
 other states

 288,739

 68,912

 219,828

 162,217

 Grand
 Total

 16,248

 $ 117,935,019

 $ 27,824,891

 $ 90,110,131

 $ 51,525,950

 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.

 The following table summarizes finance receivables
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.

 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 hypothetical cancellation 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. If a "special mention" receivable were to undergo an assumed cancellation as of the respective balance
 sheet date, the Company would experience a loss. The assumed cancellation of all "special mention" loans would result
 in a loss in the amount of the "'Special mention' receivable in excess of collateral value.

 As of December 31, 2023 and December
31, 2022, the Company considered $200,506 and $231,943, respectively, of lacking collateral as 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. Our Finance Receivables by risk rating:

 Pass

 $
 59,198,935

 $
 48,140,151

 Special mention

 4,403,140

 3,385,899

 Classified

 —

 —

 Total

 $
 63,602,075

 $
 51,525,950

 "Pass" loan collateral in excess of receivable value

 24,216,692

 20,021,347

 "Special mention" receivable in excess of collateral value

 200,506

 231,943

 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 due from the insurance provider over 120 days. All other loans are considered "Performing loans evaluated collectively."
At December 31, 2023 and December 31, 2022, there were no loans with deteriorated credit quality.

 Finance Receivables – Method of impairment calculation:

 December
 31, 2023

 December
 31, 2022

 Performing loans evaluated individually

 $
 —

 $
 —

 Performing loans evaluated collectively

 61,688,736

 50,805,522

 Non-performing loans without a specific reserve

 1,913,339

 720,428

 Non-performing loans with a specific reserve

 —

 —

 Total

 $
 63,602,075

 $
 51,525,950

 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 ("FHB"), 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 with another
lender. 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") in anticipation of the phase-out of Libor on June 30, 2023. The Company recorded
$117,228 of line of credit costs related to this extension.

 At December 31, 2023 and December
31, 2022, 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 (8.09% and 6.87% at December 31, 2023 and 2022, respectively). The terms of the Line of Credit
agreement provide for a minimum interest of 3.35% when the 30-day SOFR falls below 0.50%. As of December 31, 2023 and 2022, the amount
of principal outstanding on the line of credit was $42,377,736 and $32,821,347, respectively, and is reported on the consolidated balance
sheet net of $3,021 and $107,722, respectively, of unamortized loan origination fees. Interest expense on this line of credit for the
years ended December 31, 2023 and 2022 totaled approximately $3,023,000 and $1,554,000, respectively. The Company recorded amortized
loan origination fee for the years ended December 31, 2023 and 2022 of $104,701 and $70,198, respectively. The Company had availability
on this line of credit of $2,662,264 as of December 31, 2023.

 The Company's agreement
with FHB contains 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 senior 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, copy of filings with regulatory bodies, and minimum balances. 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, 2023 and December 31, 2022.

 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 March 31, 2028. The notes roll-over at periods from one to four years on maturity unless the note holder requests
repayment through written instructions within ninety days prior to the expiration date. Notes totaling $1,243,021 and $2,441,523 were
rolled over during the years ended December 31, 2023 and 2022, respectively. Interest expense on these notes totaled approximately $496,000
and $507,000 during the year ended December 31, 2023 and 2022, respectively. The Company received proceeds on these notes of $350,212
and $575,511 for the years ended December 31, 2023 and 2022, respectively. The Company repaid principal on these notes of $771,576 and
$288,400 for the years ended December 31, 2023 and 2022, respectively. In April 2022, the Company exchanged $250,000 of these notes for
25,000 shares of Series A Convertible Preferred Stock at a price of $10.00 per share. 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 March 31, 2028. The notes roll-over at periods from one to four years on maturity unless the note holder requests
repayment through written instructions within ninety days prior to the expiration date. Notes totaling $587,000 and $862,000 were rolled
over during the years ended December 31, 2023 and 2022, respectively. Interest expense on these notes totaled approximately $154,000
and $156,000 during the year ended December 31, 2023 and 2022, respectively. The Company received proceeds on these notes of $190,000
and $35,000 for the years ended December 31, 2023 and 2022, respectively. The Company repaid principal on these notes of $27,000 and
$181,302 for the years ended December 31, 2023 and 2022, respectively. In January 2022, the Company exchanged $20,000 of these notes
payable for 2,000 shares of Series A Convertible Preferred Stock at a price of $10.00 per share. 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, 2023 and 2022, 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, 2023, 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. December 31, 2022 dividends in arrears were declared and paid in January 2023.
March 31, 2023 dividends in arrears were declared and paid in April 2023. June 30, 2023 dividends in arrears were declared and paid in
July 2023. September 30, 2023 dividends in arrears were declared and paid in October 2023. December 31, 2023 dividends in arrears were
declared and paid in January 2024. As of January 2024, 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 currently operate in thirty-one 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 ten consecutive monthly payments, respectively. Substantially all of our loans are written
for a nine- to ten-month term with the balance written for a six-month term. Premiums on these financed policies typically range between
$1,000 to $50,000. At December 31, 2023 and December 31, 2022, we have 17,662 and 16,248 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 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 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 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. Ths, 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 $50,000 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 of their brokers or
agents to recommend insurance premium finance companies. Our referral base has access to multiple alternate insurance premium finance
sources operating in the national, regional and local level. We believe we compete against our competitors primarily on 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
servicing of our 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. The following chart illustrates the relevant rules and regulations for states in which we operate as of December 31,
2023.

 AZ

 FL

 GA

 NC

 SC

 TX

 TN

 VA

 Service
 Charge per contract

 $10

 $20

 $20

 $15

 $20

 >$1,000
 $20

 <$1,000 $25

 4%
 of loan up to $15 max

 $15

 Limit
 on Service Charge

 None

 once
 per

 annum

 None

 None

 Once per

 annum

 None

 once
 per

 annum

 Once
 per contract

 Late
 Charge Minimum (Consumer)

 5% Max.
 $10

 $10

 $1.50

 $1.00

 $1.00

 5%

 None

 Percentage
 (Consumer)

 5%

 NO

 5%

 5%

 5%

 5%

 5%

 5%

 Late
 Charge Minimum (Commercial)

 5%

 $10

 $1.50

 $1.00

 $1.00

 5%

 $2.00

 None

 Percentage
 (Commercial)

 5%

 5%

 5%

 5%

 5%

 5%

 5%

 5%

 Grace
 Period (days)

 Days
 to Cancel

 Cancellation
 Fee

 $15

 $0

 $5 Consumer

 $15 Commercial

 $0

 $0

 $5

 $5

 $0

 Returned
 Check Fee

 $10
 or Actual

 $15

 $20

 Varies

 Filed w

 State

 Varies

 $0

 $20

 Minimum
 amount to Refund to Borrower

 $1

 $1

 $5

 $1

 $3

 $5

 $1

 Not
 specified

 Interest
 Method

 36% up to $1,000

 24% exceeding $1,000

 1%
 Add-on

 1%
 Add-on

 $12 per

 $100

 $12 per

 $100

 Simple

 Simple

 1%
 per month

 Maximum
 Interest Rate

 None

 None

 None

 None

 None

 Changes

 Periodically

 24%

 Changes
 periodically

 Interest
 Refund Method

 Actuarial
 Method

 Rule
 of 78's

 Rule
 of 78's

 Sum
 of Periodic Balances

 Sum
 of Periodic Balances

 Sum
 of Periodic Balances

 Sum
 of Periodic Balances

 Rule
 of 78's

 Collection/Recovery
 Fees

 Allowed

 20%

 No

 No

 No

 No

 15%

 No

 Signature
 Required

 New
 Business Only

 or Agent

 or Agent

 Agent and

 or Agents

 or Agent (w/POA)

 or Agent

 Type
 Font

 pt

 pt

 pt

 Legible

 pt

 Approved

 pt

 Approved

 Reporting
 Period Due

 February
 1st

 March
 1st

 March
 1st

 June
 15th

 March
 1st

 April
 1st

 April
 1st

 July
 1st

 Audit
 Provisions/Terms

 Years

 Years

 Years

 Years

 Years

 Years

 Years

 Not
 specified

 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 was 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 computer 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 of 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 are implementing 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 exchange 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 a number of risks, including:

 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. Issuance of additional shares of our common stock my 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 a 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 goes up, 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 as 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 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 credit line 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 or interruptions
to our operations.

 Insurance Company
Concentration

 To reduce
our exposure, we try to limit the amount of financing we do for any one insurance company. In fact, 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 a disproportionate exposure with 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. If, 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 trainings.

 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 to assess and manage 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 the OTCQX represent inter-dealer prices which do not include retail mark-ups, mark-downs,
or commissions, and may not necessarily represent actual transactions.

 Holders

 As of March 15, 2024, we had 67 holders of record
of our common stock and 2,905,016 shares of common stock outstanding.

 Dividends

 We did not declare or
pay dividends on our common stock in either fiscal year 2023 or 2022. The terms of our current line of credit agreement prohibit us from
paying dividends on our common stock without 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.

 SELECTED FINANCIAL DATA

 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 $50,000, with repayment terms ranging from 6 to 10 months, although we may offer larger loans in cases we deem appropriate.
Qualified customers may have multiple financings with us concurrently, which we believe provides opportunities for repeat business, as
well as increased value to 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, Florida, Georgia, Maryland, North Carolina, Pennsylvania, South Carolina, Texas,
and Virginia. Throughout 2023, we have obtained licenses in fourteen additional states. We intend to continue to expand our market into
new states as part of our organic growth trend. 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 68% ($42,374,715) of its capital and total liabilities as of December
31, 2023. As of December 31, 2023, the Company's subordinated notes payable and PPP loan represented approximately 15% ($9,077,481)
of the Company's capital and total liabilities, operating liabilities provide approximately 7% ($4,526,345) of the Company's
capital and total liabilities, preferred equity provides approximately 3% ($1,660,000) of the Company's capital and total liabilities,
and equity in retained earnings and common paid-in capital represents the remaining 7% ($4,736,844) 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,

 2023

 2022

 Gross Revenue

 $
 9,723,010

 $
 8,156,537

 Originations

 $
 131,145,594

 $
 115,814,579

 Interest Earned Rate

 17.0
 %

 15.3
 %

 Cost of Funds Rate, Gross

 8.12
 %

 5.66
 %

 Cost of Funds Rate, Net

 6.09
 %

 4.25
 %

 Reserve Ratio

 2.18
 %

 2.01
 %

 Provision Rate

 0.73
 %

 0.63
 %

 Return on Assets

 0.73
 %

 1.43
 %

 Return on Equity

 9.22
 %

 18.30
 %

 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, 2023 Compared
to the Year ended December 31. 2022

 Revenue

 Revenue increased by 19.2% overall or $1,566,473
to $9,723,010 for the year ended December 31, 2023 from $8,156,537 for the year ended December 31, 2022. The increase in revenue was
due to a 22.6% or $1,528,025 increase in finance charges, a 2.8% or $28,987 increase in revenue from late charges, and a 2.6% or $9,461
increase in origination charges. Revenue from finance charges comprised 85.2% of overall revenue for the year ended December 31, 2023.

 During the year ended December 31, 2023 compared
to the year ended December 31, 2022, the company financed an additional $15,331,015 in new loan originations. This increase was due largely
to increased marketing efforts throughout our established states. The Company hired two additional marketing representatives in the fourth
quarter of 2023. The Company also noted a 343 increase in the quantity of loan originations to 23,627 new loans for the year ended December
31, 2023 as compared to 23,284 for the year ended December 31, 2022. 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 February 2021,
the Company executed a $35,000,000 line of credit with our current lender, terminating the previous 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. The additional availability on our line of credit was
an essential driver to our increased financed amount of new loan originations during the year ended December 31, 2023 as compared to
the year ended December 31, 2022. See Future Cash Requirements for the Company's strategy regarding its line of credit.

 Expenses

 Expenses increased by 26.1% or $1,865,901 to
$9,010,117 for the year ended December 31, 2023 from $7,144,216 for the year ended December 31, 2022.

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

 $1,470,042
 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. 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, 2023 and 2022, our line of credit's interest rate was 8.09%
 and 6.87%, respectively. Furthermore, as of December 31, 2023, our net borrowings on the
 line of credit have increased by $9,661,090 to $42,374,715 from $32,713,625 at December 31,
 2022. This increase in borrowings is due primarily to increased loan originations.

 $216,775
 increase in the provision for credit losses as a result of maintaining 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.

 $209,930
 increase in salaries and wages expense as a result of increased base salaries and wages for
 our office staff and executives. During 2023, the Company also increased its total headcount
 with the hiring of additional marketing representatives and office staff.

 $173,756
 increase in commissions as a result of increased loan originations during the year ended December 31, 2023 as compared to the year
 ended December 31, 2022.

 These increases in
expenses were partially offset by decreases in the following category:

 $88,334
 decrease in other operating expenses decrease in other operating expenses primarily as a
 result of a decrease in profit sharing accruals. During the second quarter of 2023, the Company
 began offering a 401(k) plan with an employer match as an additional benefit to its employees.
 As a result, the Company transferred the profit-sharing portfolio to the individual employees
 and began making matching contributions in June 2023. Further, the Company experienced general
 price decreases during the year ended December 31, 2023 as compared to the year ended December
 31, 2022.

 $63,193
 decrease in professional fees primarily related to a decrease in the timing of payments for
 audit fees, which are expensed when received, as well as a decrease in stock trading expenses.
 The Company experienced lower stock trading expenses during the year ended December 31, 2023
 as compared to the year ended December 31, 2022 because many one-time expenses were paid
 during 2022 in conjunction to the commencement of trading on OTCQX.

 $57,303
 decrease in insurance expense primarily related to a decrease in premiums on the employee health insurance plan and the increase
 in the cash surrender value of the life insurance policy held by the Company on its CEO. Increases in the cash surrender value of
 the life insurance policy are netted against the premiums paid on the insurance.

 Income before Taxes

 Income before taxes decreased by $299,428 to $712,893 for
the year ended December 31, 2023 from $1,012,321 for the year ended December 31, 2022. This decrease was attributable to the net increases
and decreases as discussed above.

 Income Tax Provision

 Income tax provision decreased $25,699 to $180,491
for the year ended December 31, 2023 from $206,190 for the year ended December 31, 2022. This decrease was primarily attributable to
the decrease in taxable income.

 Net Income

 Net income decreased by $273,729 to $532,402 for
the year ended December 31, 2023 from $806,131 for the year ended December 31, 2022. This decrease was attributable to the $299,428 decrease
in income before taxes, partially offset by the $25,699 decrease in the provision for income taxes.

 LIQUIDITY and CAPITAL RESOURCES as of December
31, 2023

 We had $45,239 cash and a working
capital surplus of $11,664,538 at December 31, 2023. 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, 2023, the Company's
applicable margin was 2.96%. 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. We anticipate that the interest rate we pay on our revolving credit agreement may
rise due to the recently adopted benchmark interest rate increases by the Federal Reserve Board. We believe that we will be able to pass
along a portion of the interest rate increase on loans funded after the interest rate increase so that material effects to our net interest
spread can be mitigated. Furthermore, 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, 2023, the Company raised an additional $190,000 in subordinated notes payable – related parties and
$350,212 in subordinated notes payable. The Company repaid $27,000 of notes payable – related parties and $771,576 of notes payable.
The Company utilizes its 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, the 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. The extended maturity provides stability for the Company's
future cash requirements.

 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, 2023, 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

 $
 42,374,715

 $
 42,374,715

 $
 —

 $
 —

 $
 —

 Subordinated notes payable

 8,953,557

 2,491,400

 5,857,157

 605,000

 —

 Capital lease obligations

 40,559

 13,166

 27,393

 —

 —

 Operating lease obligations

 80,840

 50,594

 30,246

 —

 —

 Purchase obligations

 —

 —

 —

 —

 —

 Other long-term obligations

 123,924

 92,785

 31,139

 —

 —

 Total contractual obligations

 $
 51,573,595

 $
 45,022,660

 $
 5,945,935

 $
 605,000

 $
 —

 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.

 The carrying amount
of the Premium Finance Contracts ("Contracts") is reduced by an allowance for credit losses that are maintained at a level
which, in management's judgment, is adequate to absorb losses inherent in the Contracts. The amount of the allowance is based upon
management's evaluation of the collectability of the Contracts, including the nature of the accounts, credit concentration, trends,
and historical data, specific impaired Contracts, economic conditions, and other risks inherent in the Contracts. The allowance is increased
by a provision for credit losses, which is charged to expense, and reduced by charge-offs, net of recovery.

 In
addition, additional scrutiny is placed on accounts over 120 days to determine whether specific allowances should be maintained. Individual
contracts are written off against the allowance when collection of the individual contracts appears doubtful. The collectability of outstanding
and cancelled contracts is generally secured by collateral in the form of the unearned premiums on the underlying policies and accordingly
historical losses are approximately 1% to 1.5% of the principal amount of loans made each year. The Company considers historical losses
as well as forward-looking attributes in determining the adequacy of the allowance for credit losses. The collectability of amounts due
from agents is determined by the financial strength of the agency.

 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, 2023. 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, 2023 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,
2023. 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, 2023 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, 2023 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, 2023, 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

 Not applicable.

 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 15, 2024.

 Name Age Position

 William Koppelmann 61 Chairman, President, Chief Executive
Officer

 Brian Krogol 35 Chief Financial Officer, Director

 Margaret Ruiz 62 Operations Manager, Secretary

 Victor Galliano 59 Vice President of Marketing

 Robert Mattucci 59 Vice President of Sales

 Scott Howell, MD 59 Director

 Mark E. Kutner, MD 64 Director

 John C. Leavitt, DBA 61 Director

 Christopher Perrucci, ESQ 63 Director

 James Wall 78 Director

 Carl C. Hoechner 62 Director

 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 2024 annual
meeting of stockholders:

 Brian Krogol

 James Wall

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

 John Leavitt

 Chirstopher Perrucci

 Carl C. Hoechner

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

 William Koppelmann

 Mark Kutner, MD

 Scott Howell, MD

 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) since 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 Bachelors 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, 2023. The
Board has determined that Messrs. Howell, Kutner and Leavitt are "independent" as defined in the rules of the 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,
2023.

 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,

 Chief Executive Officer

 2023

 275,000

 7,168

 -

 282,168

 2022

 228,462

 10,323

 27,770

 266,555

 Brian Krogol

 Chief Financial Officer

 2023

 175,000

 4,566

 -

 179,566

 2022

 148,077

 7,235

 28,600

 183,912

 Victor
 Galliano

 Vice President of Sales

 2023

 172,446

 1,522

 -

 173,968

 2022

 175,696

 1,701

 -

 177,397

 Robert
 Mattucci

 Vice President of Marketing

 2023

 157,823

 3,249

 -

 161,072

 2022

 147,561

 4,679

 -

 152,240

 (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, 2023 and 2022 for details on determination of fair value of Stock
 Options. This amount is calculated assuming that the vesting condition requiring continued employment through June 29, 2024 will
 be achieved.

 Outstanding Equity Awards Table

 The following table sets forth outstanding equity
awards for our named executive officers at December 31, 2023.

 OUTSTANDING EQUITY AWARDS
AT FISCAL YEAR END

 Name
 (a)

 Number of
 securities

 underlying
 unexercised
 warrants (#)
 exercisable
 (b)

 Number 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)

 William Koppelmann

 25,000

 —

 —

 $
 4.00

 March 31, 2025

 75,000

 —

 —

 $
 12.00

 March 31, 2025

 $
 4.95

 June 28, 2027

 Brian Krogol

 —

 —

 83,700

 $
 0.80

 February 28, 2030

 $
 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 2023

 The Company did not pay
any directors compensation for their service on the Board of Directors during the year ended December 31, 2023. 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.

 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
15, 2024 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

 Number of Shares (a)

 Percent of Class (a)

 Number of Shares

 Percent of Class

 William Koppelmann

 908,655
 (b)

 22.0
 %

 Brian Krogol

 143,800
 (c)

 3.5
 %

 2,000

 1.2
 %

 Carl C. Hoechner

 196,076
 (d)

 4.7
 %

 Mark Kutner, MD

 241,500
 (e)

 5.8
 %

 50,000

 30.1
 %

 James Wall

 103,256
 (f)

 2.5
 %

 Chris Perrucci

 91,500
 (g)

 2.2
 %

 John Leavitt

 91,500
 (h)

 2.2
 %

 Scott Howell, MD

 91,500
 (i)

 2.2
 %

 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)

 1,977,827

 47.8
 %

 Shareholders with greater than 5%:

 MaryLea Boatwright

 286,748

 6.9
 %

 (a)
 A
 party is deemed to be a beneficial owner of shares that can be acquired by such person within
 60 days from March 15, 2024, 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)
 of (i) 803,655 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) 5,000 shares issuable upon exercise by Mr. Koppelmann of five-year stock
 options at an exercise price of $4.95 per share.

 (c)
 of (i) 100 shares owned by Mr. Krogol directly, (ii) 83,700 shares issuable upon exercise
 by Mr. Krogol of ten-year stock options at an exercise price of $0.80 per share, (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) 5,000 shares issuable upon exercise by Mr.
 Krogol of ten-year stock options at an exercise price of $4.50 per share.

 (d)
 of (i) 171,076 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)
 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)
 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)
 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)
 of (i) 66,500 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)
 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)
 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)
 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)
 of (i) 17,478 shares owned by Ms. Ruiz directly and (ii) 10,000 shares issuable upon 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,
2023 and 2022, the Company recognized $28,200 and $19,878, 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, 2023:

 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

 1,242,400

 $
 6.10

 457,600

 Equity compensation plans not approved by security holders

 —

 —

 —

 Total

 1,242,400

 $
 6.10

 457,600

 (1)
 Includes
 207,400 shares of common stock issuable upon exercise of stock options, which were issued
 through the 2019 Plan, and 1,035,000 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 207,400 outstanding stock options, which were issued through the 2019 Plan,
 and 1,035,000 stock purchase warrants, which were issued under the authorization of the Board
 of Directors and approved by the vote of the shareholders.

 (3)
 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, 2023 and 2022 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 in 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 $67,433 in 2023 and $86,477 in 2022. On June 11, 2021, the Company issued
Bayshore Corporate Finance, LLC 75,000 Class W4A Warrants for the purchase of common stock at $4.00 per share with a total fair value
of $3,975 at the grant date. The Warrants have a term of five (5) years and have a cashless exercise provision.

 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 $202,000, maturing between 2026 and 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 $150,000, maturing in 2024 and 2026, at interest
of 8%. Ms. Margaret Ruiz, Secretary, has made advances of $10,000, maturing in 2024, at interest of 8%. Mr. Brian Krogol, Vice President,
has made advances of $210,000, maturing in 2024, 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

 2023

 2022

 Audit Fees (1)

 64,000

 58,500

 Audit-Related Fees (2)

 —

 —

 Tax Fees (3)

 2,500

 2,500

 Other Fees (4)

 —

 —

 Total Fees

 66,500

 61,000

 __________

 (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,
 2023 and 2022

 Consolidated Statements of Operations for the
 years ended December 31, 2023 and 2022

 Consolidated Statements of Changes in Stockholders'
 Equity for the years ended December 31, 2023 and 2022

 Consolidated Statements of Cash Flows for the
 years ended December 31, 2023 and 2022

 Notes to Consolidated Financial
 Statements

 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*

 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.

 10.8*

 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.

 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)

 10.15

 Procedures
 and Guidelines Governing Securities Transactions by Company Personnel

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

 Subsidiaries
 of the Registrant. (Incorporated by reference to Exhibit 21.1 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 15, 2024

 STANDARD PREMIUM FINANCE HOLDINGS,
 INC.

 By:

 /s/ William Koppelmann

 William
 Koppelmann

 Chairman, President and Chief Executive
 Officer

 (Principal Executive Officer)

 By:

 /s/ Brian Krogol

 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 15, 2024.

 Signature

 Title

 /s/ William
 Koppelmann

 Chairman,
 President, Chief Executive Officer, Director

 William
 Koppelmann

 (Principal
 Executive Officer)

 /s/ Brian Krogol

 Chief Financial Officer and Director

 Brian
 Krogol

 (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, 2023 AND 2022

 Standard
Premium Finance Holdings, Inc. and Subsidiary

 Table
of Contents

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

 – F-2

 CONSOLIDATED FINANCIAL
 STATEMENTS:

 Consolidated Balance Sheets
 as of December 31, 2023 and 2022

 Consolidated Statements
 of Operations for the years ended December 31, 2023 and 2022

 Consolidated Statements
 of Changes in Stockholders' Equity for the years ended December 31, 2023 and 2022

 Consolidated Statements
 of Cash Flows for the years ended December 31, 2023 and 2022

 Notes
 to Consolidated Financial Statements

 – F-24

 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,
2023 and 2022, 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, 2023, 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, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the two-year
period ended December 31, 2023, 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, 2023 and therefore
there was a question over the adequacy of the allowance for credit losses.

 F- 2

 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, 2023.

 /s/ Assurance Dimensions

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

 Margate, Florida

 March 15, 2024

 F- 3

 Consolidated Balance Sheets

 December 31, 2023 and 2022

 December 31,

 December 31,

 2023

 2022

 ASSETS

 CURRENT ASSETS

 Cash

 $
 45,239

 $
 421,211

 Premium finance contracts and related receivable, net of allowance
 for credit losses of $ 1,501,593
 and $ 1,129,498 at
 December 31, 2023 and December 31, 2022, respectively

 60,739,699

 49,474,903

 Prepaid expenses and other current assets

 307,206

 348,795

 TOTAL CURRENT ASSETS

 61,092,144

 50,244,909

 Property and equipment, net

 122,500

 103,591

 Operating lease assets

 80,840

 196,407

 Finance lease assets

 38,664

 51,920

 OTHER ASSETS

 Cash surrender value of life insurance

 650,237

 603,816

 Deferred tax asset

 391,000

 288,164

 TOTAL OTHER ASSETS

 1,041,237

 891,980

 TOTAL ASSETS

 $
 62,375,385

 $
 51,488,807

 LIABILITIES AND STOCKHOLDERS' EQUITY

 CURRENT LIABILITIES

 Cash overdraft

 $
 168,543

 $
 —

 Line of credit, net

 42,374,715

 32,713,625

 Drafts payable

 2,681,359

 1,827,884

 Note payable - current portion

 2,181,400

 1,340,597

 Note payable - stockholders and related parties - current portion

 310,000

 109,000

 Payroll Protection Program loan - current portion

 92,785

 91,852

 Operating lease obligation - current portion

 50,594

 122,554

 Finance lease obligation - current portion

 13,166

 12,494

 Accrued expenses and other current liabilities

 1,555,044

 1,317,699

 TOTAL CURRENT LIABILITIES

 49,427,606

 37,535,705

 LONG-TERM LIABILITIES

 Note payable, net of current portion

 4,684,157

 5,946,324

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

 1,778,000

 1,816,000

 Payroll Protection Program loan, net of current portion

 31,139

 123,924

 Operating lease obligation, net of current portion

 30,246

 73,853

 Finance lease obligation, net of current portion

 27,393

 40,559

 TOTAL LONG-TERM LIABILITIES

 6,550,935

 8,000,660

 TOTAL LIABILITIES

 55,978,541

 45,536,365

 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, 2023 and 2022

 Common stock, par value $ 0.001
 per share; 100 million
 shares authorized, 2,905,016 shares issued
 and outstanding at December 31, 2023 and 2022

 2,905

 2,905

 Additional paid in capital

 3,411,851

 3,383,651

 Retained earnings

 2,981,922

 2,565,720

 TOTAL STOCKHOLDERS' EQUITY

 6,396,844

 5,952,442

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

 $
 62,375,385

 $
 51,488,807

 See accompanying notes to the consolidated financial
statements

 F- 4

 Consolidated Statements of Operations

 For the Year Ended
 December 31,

 2023

 2022

 REVENUES

 Finance charges

 $
 8,285,805

 $
 6,757,780

 Late charges

 1,067,914

 1,038,927

 Origination fees

 369,291

 359,830

 TOTAL REVENUES

 9,723,010

 8,156,537

 OPERATING COSTS AND EXPENSES

 Interest

 3,798,046

 2,328,004

 Salaries and wages

 1,767,153

 1,557,223

 Commissions

 1,150,746

 976,990

 Provision for credit losses

 950,815

 734,040

 Professional fees

 310,951

 374,144

 Postage

 114,980

 110,752

 Insurance

 124,484

 181,787

 Other operating expenses

 792,942

 881,276

 TOTAL COSTS AND EXPENSES

 9,010,117

 7,144,216

 INCOME BEFORE INCOME TAXES

 712,893

 1,012,321

 PROVISION FOR INCOME TAXES

 180,491

 206,190

 NET INCOME

 532,402

 806,131

 PREFERRED SHARE DIVIDENDS

 ( 116,200
)

 ( 89,191
)

 NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS

 $
 416,202

 $
 716,940

 Net income per share attributable to common stockholders

 Basic

 $
 0.14

 $
 0.25

 Diluted

 $
 0.13

 $
 0.21

 Weighted average common shares outstanding

 Basic

 Diluted

 3,294,511

 3,407,949

 See accompanying notes to the consolidated financial
statements

 F- 5

 Consolidated Statements of Changes in Stockholders'
Equity

 Series
 A Preferred Stock

 Common
 Stock

 Additional Paid-in

 Retained

 Total Stockholders'

 Shares

 Amount

 Shares

 Amount

 Capital

 Earnings

 Equity

 BALANCE AT DECEMBER 31, 2021

 99,000

 $

 $
 2,905

 $
 2,682,995

 $
 1,848,780

 $
 4,534,779

 Series A Convertible Preferred Stock issued for cash

 40,000

 —

 —

 399,960

 —

 400,000

 Series A Convertible Preferred Stock issued in exchange for
 note payable

 27,000

 —

 —

 269,973

 —

 270,000

 Warrants issued for services

 —

 —

 —

 —

 10,800

 —

 10,800

 Options issued for services

 —

 —

 —

 —

 19,878

 —

 19,878

 Paid-in capital

 —

 —

 —

 —

 —

 Dividends paid on preferred stock

 —

 —

 —

 —

 —

 ( 89,191
)

 ( 89,191
)

 Net income

 —

 —

 —

 —

 —

 806,131

 806,131

 BALANCE AT DECEMBER 31, 2022

 166,000

 $

 $
 2,905

 $
 3,383,651

 $
 2,565,720

 $
 5,952,442

 Options issued for services

 —

 —

 —

 —

 28,200

 —

 28,200

 Dividends paid on preferred stock

 —

 —

 —

 —

 —

 ( 116,200
)

 ( 116,200
)

 Net income

 —

 —

 —

 —

 —

 532,402

 532,402

 BALANCE AT DECEMBER 31, 2023

 166,000

 $

 $
 2,905

 $
 3,411,851

 $
 2,981,922

 $
 6,396,844

 See
accompanying notes to the consolidated financial statements

 F- 6

 Standard Premium
Finance Holdings, Inc. and Subsidiary

 Consolidated Statements
of Cash Flows

 For the Years Ended
December 31, 2023 and 2022

 For the
 Year Ended December 31,

 2023

 2022

 CASH FLOW FROM OPERATING ACTIVITIES:

 NET INCOME

 $
 532,402

 $
 806,131

 ADJUSTMENTS TO RECONCILE NET INCOME TO CASH

 PROVIDED BY OPERATING ACTIVITIES:

 Depreciation

 25,292

 22,283

 Loss on disposal of property and equipment

 —

 2,167

 Amortization of right to use asset - operating lease

 115,567

 103,585

 Amortization of finance lease asset

 13,256

 13,256

 Provision for credit losses

 950,815

 734,040

 Amortization of loan origination fees

 104,701

 70,198

 Options issued for services

 28,200

 19,878

 Warrants issued for services

 —

 10,800

 Changes in operating assets and liabilities:

 Decrease in prepaid expenses and other current assets

 41,589

 189,344

 (Increase)/Decrease in deferred tax asset, net

 ( 102,836
)

 58,836

 Increase/(Decrease) in drafts payable

 853,475

 ( 107,394
)

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

 237,345

 ( 194,829
)

 Decrease in operating lease liability

 ( 115,567
)

 ( 103,585
)

 Net cash provided by operating activities

 2,684,239

 1,624,710

 CASH FLOWS FROM INVESTING ACTIVITIES:

 Disbursements under premium finance contracts receivable, net

 ( 12,215,611
)

 ( 3,534,670
)

 Payments made on cash surrender value of life insurance

 ( 46,421
)

 ( 43,939
)

 Sale of property and equipment

 18,517

 4,500

 Purchases of property and equipment

 ( 62,718
)

 ( 48,747
)

 Net cash used in investing activities

 ( 12,306,233
)

 ( 3,622,856
)

 CASH FLOWS FROM FINANCING ACTIVITIES:

 Cash overdraft

 168,543

 ( 153,264
)

 Proceeds of line of credit, net of repayments

 9,556,389

 2,167,052

 Proceeds from notes payable

 350,212

 575,511

 Repayment of notes payable

 ( 771,576
)

 ( 288,400
)

 Proceeds from notes payable - stockholders and related parties

 190,000

 35,000

 Repayment of notes payable - stockholders and related parties

 ( 27,000
)

 ( 181,302
)

 Repayment of finance lease obligation

 ( 12,494
)

 ( 11,857
)

 Proceeds from the sale of Series A Convertible Preferred Stock

 —

 400,000

 Repayment of PPP loan

 ( 91,852
)

 ( 55,224
)

 Paid-in capital

 —

 Dividends paid on Series A Convertible Preferred Stock

 ( 116,200
)

 ( 89,191
)

 Net cash provided by financing activities

 9,246,022

 2,398,370

 NET CHANGE IN CASH

 ( 375,972
)

 400,224

 CASH AT THE BEGINNING OF THE YEAR

 421,211

 20,987

 CASH AT THE END OF THE YEAR

 $
 45,239

 $
 421,211

 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

 Cash paid during the year for:

 Income taxes

 $
 78,046

 $
 395,240

 Interest paid

 $
 3,704,469

 $
 2,201,574

 NON-CASH INVESTING AND FINANCING TRANSACTION:

 Debt exchanged for Series A Convertible Preferred Stock

 $
 —

 $
 270,000

 Operating lease assets obtained in exchange for lease liabilities

 $
 —

 $
 71,038

 See
accompanying notes to the consolidated financial statements

 F- 7

 1.
 Principles of Consolidation and Description of Business

 Standard Premium Finance Holdings, Inc.
("SPFH" or the "Holdings") was incorporated on May 12, 2016, pursuant to the laws of the State of Florida. SPFH
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-one states.

 On March 22, 2017, SPFH entered into an
agreement of share exchange with SPFMC and the shareholders of SPFMC common stock to facilitate the formation of SPFH 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 SPFH 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 SPFH 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 SPFH and its wholly-owned subsidiary SPFMC. SPFH 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, ASC 606 exempts items under ASC 835-30 and ASC 310-20 (i.e. finance
charges, late charges and origination fee income for the Company).

 F- 8

 2. Summary of Significant Accounting Policies
(Continued)

 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, 2023 and 2022.

 The Company experienced a cash overdraft of
$ 168,543 in its group of bank accounts at its primary lender
as of December 31, 2023. 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 premium on policies
primarily for commercial enterprises. The term of each contract varies from three to twelve monthly payments. 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, 2023 and 2022,
the amount of unearned premium on open and cancelled contracts totaled $ 87,618,261
 and $ 71,315,354, respectively. The annual percentage interest
rates on new contracts averaged approximately 17.0 %
and 15.3 % during the
years ended December 31, 2023 and 2022, respectively.

 Allowance
for Credit Losses

 The carrying amount of the Premium Finance Contracts
("Contracts") is reduced by an allowance for credit losses that are maintained at a level which, in management's judgment,
is adequate to absorb credit losses inherent in the Contracts. The amount of the allowance is based upon management's evaluation
of the collectability of the Contracts, including the nature of the accounts, credit concentration, trends, historical data, specific
impaired Contracts, current and forecasted economic conditions, and other risks inherent in the Contracts. The allowance is increased
by a provision for credit losses, which is charged to expense, and reduced by charge-offs, net of recovery.

 To estimate expected credit losses on loans that
exhibit similar risk characteristics, the Company considers historical loss information (updated for current conditions and reasonable
and supportable forecasts that affect the expected collectability of the amortized cost basis pool) using a loss-rate approach. The Company
monitors the A.M. Best rating for insurance carriers whose policies are being financed as a factor of the quality of its contract receivables.
As of December 31, 2023, and December 31, 2022, the Company did not expect any material degradation to the ratings of the insurance carriers
it currently underwrites or anticipates underwriting in a way that would affect the allowance for credit losses.

 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

 2. Summary of Significant Accounting Policies
(Continued)

 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.

 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.

 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 approximately $ 250,200 and $ 482,479
 at December 31, 2023 and 2022, 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

 $
 250,200

 $
 482,479

 Plus: Insured balances

 250,000

 250,000

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

 45,239

 17,758

 Plus: Cash overdraft

 168,543

 —

 Less: Outstanding checks

 ( 668,743
)

 ( 329,026
)

 Cash per Consolidated Balance Sheet

 $
 45,239

 $
 421,211

 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 61 %
and 59 %
of the Company's business activity is with customers located in Florida for 2023 and 2022, respectively. Approximately 10 %
and 12 %
of the Company's business activity is with customers located in Georgia for 2023 and 2022, respectively. Approximately 10 %
and 12 %
of the Company's business activity is with customers located in North Carolina for 2023 and 2022, respectively. Approximately 10 %
and 9 %
of the Company's business activity is with customers located in South Carolina for 2023 and 2022, respectively. There were no other
significant regional, industrial or group concentrations during the years ended December 31, 2023 and 2022.

 Cash
Surrender Value of Life Insurance

 The Company is the owner and beneficiary of a life
insurance policy on its CEO. The cash surrender value relative to the policy in place was $ 650,237
 and $ 603,816 at December 31, 2023 and 2022,
respectively.

 F- 10

 2. Summary of Significant Accounting
Policies (Continued)

 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, 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.

 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, 2023 and 2022.

 The Company filed consolidated tax returns for the
years ended December 31, 2023 and 2022, 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, 2023 and 2022.

 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.

 F- 11

 2. Summary of Significant Accounting
Policies (Continued)

 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.

 For each of the years ended December 31,
2023 and 2022, stock options to purchase 207,400
 shares of common stock were outstanding and stock warrants to purchase 1,035,000
 shares of common stock were outstanding as described in Note 12. 93,700
 of the outstanding options vested on March 1, 2021, 93,700
 stock options vested on March 1, 2022, 10,000
 stock options vested on June 29, 2023, and the remaining 10,000
 stock options vest on June 29, 2024. All the stock warrants vested immediately. The following table summarizes the effects of
the outstanding options and warrants on earnings per share:

 Schedule of effects of the outstanding options and
 warrants on earnings per share

 Options included in the calculation of diluted EPS

 197,400

 187,400

 Nonvested options

 20,000

 Total options outstanding

 Warrants included in the calculation of diluted EPS

 635,000

 635,000

 Vested but antidilutive warrants

 400,000

 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 anti-dilutive as of December 31, 2023 and 2022, and excluded from dilutive
earnings per share.

 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.

 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.

 F- 12

 2. Summary of Significant Accounting
Policies (Continued)

 In June 2016, the FASB issued ASU 2016-13, "Financial
Instruments-Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments," which replaces the existing "incurred
loss" model for recognizing credit losses with an "expected loss" model referred to as the CECL model. Under the CECL model,
the Company is required to present certain financial assets carried at amortized cost, such as insurance premium finance loans held for
investment, at the net amount expected to be collected. The measurement of expected credit losses is based on information about past
events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability
of the reported amount. The Company adopted this standard in the first fiscal quarter of 2023. There has been no impact on current earnings
due to the adoption of this standard.

 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
months to one year 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. Receivables from insurance premium finance contracts cancelled are due from the insurance companies.

 At December 31, 2023 and 2022, premium finance contract
and agents' receivable consists of the following:

 Schedule of premium finance contract and agents' receivable

 Description

 Insurance premium finance contracts outstanding

 $
 57,769,501

 $
 45,520,349

 Insurance premium finance contracts cancelled

 5,832,574

 6,005,601

 Insurance premium finance contracts gross

 63,602,075

 51,525,950

 Amounts due from agents

 804,131

 645,648

 Less: Unearned interest

 ( 2,164,914
)

 ( 1,567,197
)

 Insurance premium finance contracts net

 62,241,292

 50,604,401

 Less: Allowance for credit losses

 ( 1,501,593
)

 ( 1,129,498
)

 Total

 $
 60,739,699

 $
 49,474,903

 The allowance for credit losses at December 31, 2023
and December 31, 2022 are as follows:

 Schedule of allowance for credit losses

 Allowance for premium finance contracts

 $
 1,336,157

 $
 1,000,000

 Allowance for amounts due from agents

 165,436

 129,498

 Total allowance for credit losses

 $
 1,501,593

 $
 1,129,498

 F- 13

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

 Activity in the allowance for credit losses
for the years ended December 31, 2023 and December 31, 2022 are as follows:

 Schedule of allowance for credit losses

 Balance at the beginning of the year

 $
 1,129,498

 $
 1,193,757

 Current year provision

 1,669,000

 1,347,475

 Direct write-downs charged against the allowance

 ( 1,639,416
)

 ( 1,513,814
)

 Recoveries of amounts previously charged off

 342,511

 102,080

 Balance at end of the year

 $
 1,501,593

 $
 1,129,498

 The Company maintains its allowance at
gross amounts, which includes allowances for write-offs of unearned revenues. Provisions and write-offs per the note disclosures above
are displayed at gross amounts, which include provisions and write-offs of unearned revenues. These write-offs are appropriately split
between the principal (i.e. provision for credit losses) and interest/fee (i.e. contra-revenue) portions on the income statement. The
following table shows a reconciliation between the total provision per the note disclosures and provision for credit losses on the consolidated
statement of operations:

 Schedule of provision for credit losses

 Current additions to the allowance

 $
 1,669,000

 $
 1,347,475

 Less: Contra-revenues

 ( 718,185
)

 ( 613,435
)

 Provision for credit losses

 $
 950,815

 $
 734,040

 The aging analyses of past-due contract receivables
as of December 31, 2023 and December 31, 2022 are as follows:

 Schedule of aging analyses of past-due contract receivables

 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:

 $
 147,915

 $
 2,241

 $
 7,536

 $
 30,086

 $
 187,778

 $
 57,581,723

 $
 57,769,501

 Cancelled

 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

 As
 of December 31, 2022

 30–59
 Days

 60–89
 Days

 90-119
 Days

 Greater
 Than 120 Days

 Total
 Past-Due

 Current

 Grand
 Total

 Premium finance contracts:

 $
 175,972

 $
 61,678

 $
 22,360

 $
 11,270

 $
 271,280

 $
 45,249,069

 $
 45,520,349

 Cancelled

 1,363,841

 850,939

 340,619

 720,429

 3,275,828

 2,729,773

 6,005,601

 Total

 $
 1,539,813

 $
 912,617

 $
 362,979

 $
 731,699

 $
 3,547,108

 $
 47,978,842

 $
 51,525,950

 F- 14

 4.
 Property and Equipment, Net

 At December 31, 2023 and 2022, the Company's
property and equipment consists of the following:

 Schedule of property and equipment

 Computer Software

 $
 26,207

 $
 26,207

 Automobile

 155,881

 128,614

 Furniture & Fixtures

 14,273

 14,273

 Leasehold Improvements

 116,811

 116,811

 Computer Equipment

 73,145

 62,494

 Property and equipment, gross

 386,317

 348,399

 Accumulated depreciation

 ( 263,817
)

 ( 244,808
)

 Property and equipment, net

 $
 122,500

 $
 103,591

 The Company recorded depreciation expense in other
operating expenses of $ 25,292 and $ 22,283,
respectively for the years ended December 31, 2023 and 2022.

 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, 2023 and December 31, 2022. In September 2022, the Company renewed its secure facility lease
as described below. In September 2022, the Company also entered into a new lease agreement for computer hardware as described below.

 Office lease – On March 1,
2021, 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 2024, including the renewal option (see Note 14). In February 2024, the Company renewed this
lease, which expires in February 2027, including the renewal option.

 Secure facility lease – On
September 11, 2017, the Company entered into a five ( 5)
year lease for a secure facility located in Miami, Florida. The lease had no renewal option. The lease was $ 1,233
 per month and expired in August 2022. 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 Company used its incremental borrowing rate of 5.25 %
to determine the present value of the lease payment. The cost of the copier lease is $ 1,116
 per month and expires October 14, 2024 with a one-year renewal option which the Company expects to exercise.

 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.

 F- 15

 5. Leases (Continued)

 Server lease – On December
7, 2021, the Company entered into a five-year 5
 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 fixed asset and lease liability at inception of the lease was $ 66,281
 and $ 65,801,
respectively. The Company used its incremental borrowing rate of 5.25 %
to determine the present value of the lease payment. The lease payments are $ 1,249
 per month through December 2026.

 Maturities of lease liabilities as of December 31, 2023 were
as follows:

 Schedule of maturities of lease liabilities

 2024

 $
 68,308

 2025

 45,918

 2026

 13,879

 Total lease payments

 128,105

 Less: imputed interest

 ( 6,706
)

 Present value of lease liabilities

 $
 121,399

 Supplemental
balance sheet information related to leases is as follows:

 Schedule of leases

 Leases

 Classification

 December
 31, 2023

 December
 31, 2022

 Right-of-use assets

 Operating lease assets

 $
 80,840

 $
 196,407

 Server lease

 Finance lease assets

 38,664

 51,920

 Total lease assets

 $
 119,504

 $
 248,327

 Current operating lease liability

 Current operating lease liabilities

 $
 50,594

 $
 122,554

 Non-current operating lease liability

 Long-term operating lease liabilities

 30,246

 73,853

 Total operating lease liabilities

 $
 80,840

 $
 196,407

 Current finance lease liability

 Current finance lease liabilities

 $
 13,166

 $
 12,494

 Non-current finance lease liability

 Long-term finance lease liabilities

 27,393

 40,559

 Total finance lease liabilities

 $
 40,559

 $
 53,053

 The weighted-average
remaining lease term was 1.97
 years and 2.40
 years as of December 31, 2023 and December 31, 2022, respectively. For the years ended December
31, 2023 and 2022, the total operating lease costs was $ 123,127
 and $ 114,086,
respectively. As of December 31, 2023 and 2022, operating lease payments include $ 27,490
 and $ 97,978,
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, 2023 and 2022, the draft payable balances are $ 2,681,359
 and $ 1,827,884,
respectively.

 F- 16

 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") in anticipation of the phase-out of Libor
on June 30, 2023. 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, 2023.

 At December 31, 2023
and December 31, 2022, 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 (8.09% and 6.87% at December 31, 2023 and 2022, respectively).
The terms of the Line of Credit agreement provide for a minimum interest of 3.35% when the 30-day SOFR falls below 0.50%. As of December 31, 2023 and 2022, the amount of principal outstanding on the line of credit was $ 42,377,736
 and $ 32,821,347,
respectively, and is reported on the consolidated balance sheet net of $ 3,021
 and $ 107,722,
respectively, of unamortized loan origination fees. Interest expense on this line of credit for the years ended December 31, 2023 and
2022 totaled approximately $ 3,023,000
 and $ 1,554,000,
respectively. The Company recorded amortized loan origination fee for the years ended December 31, 2023 and 2022 of $ 104,701
 and $ 70,198,
respectively. For the years ended December 31, 2023 and 2022, the Company paid a fee based on the unused portion of the line of credit
totaling $ 17,272
 and $ 29,956,
respectively, which is included in interest expense. The Company had availability on this line of credit of $ 2,662,264
 as of December 31, 2023.

 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 senior 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, copy of filings with regulatory bodies, and minimum balances. 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, 2023 and December 31, 2022.

 8.
 PPP Loan

 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 matures in two ( 2)
years and accrues interest at 1 %
from the origination of the loan. After a 6-month deferral, interest and principal payments are due monthly. The Note is subject to partial
or full forgiveness, the terms of which are dictated by the SBA, the CARES Act, section 7(a)(36) of the Small Business Act, all rules
and regulations promulgated thereunder including, without limitation, Interim Final Rule RIN 3245-AH34, subsequent SBA guidance, and
the Code of Federal Regulations.

 F- 17

 8.
PPP Loan (Continued)

 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, 2023 and December 31, 2022, the
Company paid interest on this loan of $ 1,761
 and $ 7,185,
respectively, which is included in interest expense. As of December 31, 2023 and December 31, 2022, the balance of the PPP loan is as
follows:

 Schedule of balance of the PPP loan

 2023

 2022

 Total PPP loan

 $
 123,924

 $
 215,776

 Less current maturities

 ( 92,785
)

 ( 91,852
)

 Long-term maturities

 $
 31,139

 $
 123,924

 9.
 Notes Payable

 At December 31, 2023
and 2022 the balances of long-term unsecured notes to unrelated parties are as follows:

 Schedule of long-term unsecured notes to unrelated parties

 Total notes payable - Others

 $
 6,865,557

 $
 7,286,921

 Less current maturities

 ( 2,181,400
)

 ( 1,340,597
)

 Long-term maturities

 $
 4,684,157

 $
 5,946,324

 Scheduled
future maturities of notes payable are as follows:

 Schedule of future maturities of notes payable

 Maturities due within:

 1 year

 $
 2,181,400

 $
 1,340,597

 2 years

 2,993,500

 1,857,400

 3 years

 1,393,157

 2,586,267

 4 years

 197,500

 1,440,157

 5 years and beyond

 100,000

 62,500

 Total maturities

 $
 6,865,557

 $
 7,286,921

 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 March 31, 2028. The notes roll-over at periods
from one to four years on maturity unless the note holder requests repayment through written instructions within ninety days prior to
the expiration date. Notes totaling $ 1,243,021 and $ 2,441,523 were rolled over during the years ended December 31, 2023 and 2022, respectively. Interest expense on these
notes totaled approximately $ 496,000 and $ 507,000
 during the year ended December 31, 2023 and 2022, respectively. The Company received proceeds
on these notes of $ 350,212 and $ 575,511
 for the years ended December 31, 2023 and 2022, respectively. The Company repaid principal
on these notes of $ 771,576 and $ 288,400
 for the years ended December 31, 2023 and 2022, respectively. In April 2022, the Company exchanged $ 250,000
 of these notes for 25,000
 shares of Series A Convertible Preferred Stock at a price of $ 10.00
 per share. There were no gains or losses on this exchange.

 F- 18

 10.
 Notes Payable – Stockholders and Related Parties

 At December 31, 2023
and 2022, the balances of long-term notes payable to stockholders and related parties are as follows:

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

 Total notes payable - Related parties

 $
 2,088,000

 $
 1,925,000

 Less current maturities

 ( 310,000
)

 ( 109,000
)

 Long-term maturities

 $
 1,778,000

 $
 1,816,000

 Scheduled future maturities
of notes payable are as follows:

 Schedule of future maturities of notes payable

 Maturities due within:

 1 year

 $
 310,000

 $
 109,000

 2 years

 316,000

 775,000

 3 years

 885,000

 166,000

 4 years

 72,000

 875,000

 5 years

 505,000

 —

 Total maturities

 $
 2,088,000

 $
 1,925,000

 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 March 31, 2028. The notes roll-over at periods
from one to four years on maturity unless the note holder requests repayment through written instructions within ninety days prior to
the expiration date. Notes totaling $ 587,000 and $ 862,000 were
rolled over during the years ended December 31, 2023 and 2022, respectively. Interest expense on these notes totaled approximately $ 154,000
 and $ 156,000
 during the year ended December 31, 2023 and 2022, respectively. The Company received proceeds
on these notes of $ 190,000 and $ 35,000
 for the years ended December 31, 2023 and 2022, respectively. The Company repaid principal
on these notes of $ 27,000 and $ 181,302
 for the years ended December 31, 2023 and 2022, respectively. In January 2022, the Company
exchanged $ 20,000
 of these notes payable for 2,000
 shares of Series A Convertible Preferred Stock at a price of $ 10.00
 per share. There were no gains or losses on this exchange.

 F- 19

 11.
 Income Taxes

 The provision for income
taxes for the years ended December 31, 2023 and 2022, consisted of the following:

 Schedule of provision for income taxes

 For the
 Year Ended December 31,

 2023

 2022

 Statutory rate applied to income before income taxes

 $
 193,962

 $
 256,841

 Increase in income taxes results from:

 Temporary differences

 ( 1,971
)

 ( 57,772
)

 Non-deductible expenses

 ( 11,500
)

 7,121

 Change in valuation allowance

 —

 —

 Income tax expense

 $
 180,491

 $
 206,190

 Schedule of Effective Income Tax Rate Reconciliation

 2023

 2022

 Income tax benefit at US statutory rate of 21%

 21.00
 %

 21.00
 %

 Income tax benefit - state

 3.80
 %

 4.37
 %

 Non-deductible expense

 - 1.61
 %

 0.70
 %

 Change in temporary differences

 - 0.28
 %

 - 5.71
 %

 Change in valuation allowance

 0.00
 %

 0.00
 %

 Income tax expense

 22.91
 %

 20.36
 %

 Schedule of Deferred Tax Assets and Liabilities

 2023

 2022

 Deferred tax assets:

 Allowance for uncollectible

 $
 337,080

 $
 253,715

 Stock compensation

 28,336

 11,257

 Book to tax depreciation

 25,584

 23,192

 Gross deferred tax assets

 391,000

 288,164

 Valuation allowance

 —

 —

 Net deferred tax assets

 $
 391,000

 $
 288,164

 F- 20

 12.
 Equity

 Preferred Stock

 As of December 31,
2023 and 2022, 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, 2023 and 2022, there were 166,000
 shares of Series A convertible preferred stock issued and outstanding.

 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, 2023, 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, 2023 and 2022, the Board of Directors has
declared and paid dividends on the preferred stock of $ 116,200
 and $ 89,191,
respectively. As of each of December 31, 2023 and 2022, preferred dividends are in arrears by $ 29,050.

 December 31, 2022 dividends
in arrears were declared and paid in January 2023. December 31, 2023 dividends in arrears were declared and paid in January 2024.

 In January 2022, the
Company exchanged $ 20,000
 of its notes payable for 2,000
 shares of Series A Convertible Preferred Stock at a price of $ 10.00
 per share. On April 30, 2022, the Company issued 65,000
 shares of Series A Convertible Preferred Stock for $ 400,000
 cash and exchanged for $ 250,000
 of its notes payable at a price of $ 10.00
 per share. There were no gains or losses on these exchanges.

 Common Stock

 As of both December
31, 2023 and 2022, the Company was authorized to issue 100
million shares of common stock with a par value of $ 0.001
 per share, of which 2,905,016
 shares were issued and outstanding.

 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 Company's
common stock.

 The following table
summarizes information about employee stock options outstanding at December 31, 2023:

 of employee stock options

 Options

 Vested
 Options

 Exercise
 Price

 Number
 Outstanding at December 31, 2023

 Average Remaining Life

 Average Exercise Price

 Number
 Exercisable at December 31, 2023

 Average Remaining Life

 Average Exercise Price

 $
 0.80

 187,400

 6.17

 $
 0.80

 187,400

 6.17

 $
 0.80

 $
 4.50

 8.50

 $
 4.50

 5,000

 8.50

 4.50

 $
 4.95

 3.50

 $
 4.95

 5,000

 3.50

 4.95

 Outstanding options

 6.15

 $
 1.18

 197,400

 6.15

 $
 1.00

 F- 21

 12.
Equity (Continued)

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

 of stock options outstanding

 Number
 of Shares

 Average Exercise Price

 Average Remaining Contractual Term

 Intrinsic
 Value

 at December 31, 2021

 187,400

 $
 0.80

 8.2
 years

 —

 Issued

 20,000

 $
 4.73

 7.5
 years

 —

 Exercised

 —

 —

 —

 —

 at December 31, 2022

 $
 1.18

 7.15
 years

 $
 1,091,236

 Issued

 —

 —

 —

 —

 Exercised

 —

 —

 —

 —

 at December 31, 2023

 $
 1.18

 6.15
 years

 $
 705,224

 Exercisable
 at December 31, 2023

 197,400

 $
 1.00

 6.16
 years

 $
 704,924

 On June 29, 2022 20,000
of the above options were granted to designated Officers. Half of these options vested on June 29, 2023 and the other half vest on June
29, 2024. During the years ended December 31, 2023 and 2022, the Company recognized $ 28,200
 and $ 19,878,
respectively, of stock option expense.

 The fair value of the
stock options originated in 2022 was determined using the Black Scholes Option Pricing Model based on the following assumptions:

 Schedule of stock options valuation assumptions

 Assumptions

 $4.50
 Strike

 $4.95
 Strike

 (1) dividend yield of

 %

 %

 (2) expected volatility of

 %

 %

 (3) risk-free interest rate of

 3.10
 %

 3.10
 %

 (4) expected life of

 years

 years

 (5) estimated fair value

 $
 4.50

 $
 4.50

 Stock Warrants

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

 of stock warrants

 Number
 of Shares

 Average Exercise Price

 Average Remaining Contractual Term

 Intrinsic
 Value

 at December 31, 2021

 975,000

 $
 7.28

 3.5
 years

 —

 Issued

 60,000

 $
 4.00

 —

 —

 Exercised

 —

 —

 —

 —

 at December 31, 2022

 $
 7.09

 2.6
 years

 $
 1,549,400

 Issued

 —

 —

 —

 —

 Exercised

 —

 —

 —

 —

 at December 31, 2023

 $
 7.09

 1.6
 years

 $
 355,600

 Exercisable
 at December 31, 2023

 $
 7.09

 1.6
 years

 $
 355,600

 F- 22

 12. Equity (Continued)

 The above outstanding
warrants were issued on June 29, 2022, June 11, 2021 and April 1, 2020, to designated Officers, Directors, and consultants with a total
fair value of $ 10,800,
$ 9,275 and
$ 27,200 on
the grant date, respectively. The warrants vested immediately. During the years December 31, 2023 and 2022, the Company recognized $ 0
 and $ 10,800,
respectively, of stock warrant expense.

 The fair value of the
stock options originated in 2022 was determined using the Black Scholes Option Pricing Model based on the following assumptions:

 Schedule of stock options valuation assumptions

 Assumptions

 Grant
 Date

 (1) dividend yield of

 %

 (2) expected volatility of

 %

 (3) risk-free interest rate of

 2.94
 %

 (4) expected life of

 years

 (5) estimated fair value

 $
 1.17

 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 $ 30,688
 and $ 50,000
 were made for the years ended December 31, 2023 and 2022, respectively.

 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.

 14. Related Party
Transactions

 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.

 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, 2023 and 2022, the amounts advanced were $ 2,088,000
 and $ 1,925,000,
respectively.

 F- 23

 14.
Related Party Transactions (Continued)

 Stock Options

 As discussed in Note
12, on March 1, 2020, the Company issued 187,400
 stock options, of which 167,400
 stock options were issued to officers and directors under the terms of the 2019 Equity Incentive
Plan. The
impact on earnings from this transaction was a total of $69,338, amortizing over 24 months at a rate of $2,889 per month.
These options were fully amortized on February 28, 2022. This transaction also increased additional paid-in capital over the same period.

 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
impact on future earnings from this transaction is a total of $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.
 Subsequent Events

 In January 2024, the
Company issued $ 42,000
 of notes payable, repaid $ 15,000
 of notes payable, and issued $ 30,000
 of notes payable (stockholders and related party). In February 2024, the Company repaid $ 17,000
 of notes payable and issued $ 260,000
 of notes payable (stockholders and related party).

 In January 2024, the
Board of Directors declared and paid dividends on the Series A convertible preferred stock of $ 29,050.

 In February 2024, the
Company renewed its lease on its principal office (see Note 5).