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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

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

 For
the fiscal year ended December 31, 2023

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

 For
the transition period from ____________ to _____________

 Commission
File No. 001-40314

 WHERE
FOOD COMES FROM, INC.

 (Exact
name of registrant as specified in its charter)

 Colorado

 43-1802805

 (State
 of incorporation or organization)

 (I.R.S.
 Employer Identification No.)

6 th Street, Suite

 Castle
Rock, CO 80104

 (Address
of principal executive offices, including zip code)

 Registrant's
telephone number, including area code:

 (303) 895-3002

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

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

 Common
Stock, $0.001 par value

 (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 (§ 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. Yes No

 Indicated
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.7252(b)) by the registered
public accounting firm that prepared or issued its audit report. Yes No

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

 Yes
 No

by checkmark 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 Section 240.10D-1(b). Yes
 No

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 voting stock held by non-affiliates of the registrant on June 30, 2023, the last business day of our most
recently completed second fiscal quarter, was $ 32,174,942, based on the closing stock price on June 30, 2023 of $13.83.

 The
number of shares of the registrant's common stock, $0.001 par value per share, outstanding as of February 8, 2024 was 5,487,269.

 DOCUMENTS
INCORPORATED BY REFERENCE: Part III is incorporated by reference from the registrant's Definitive Proxy Statement for its 2024
Annual Meeting of Shareholders to be filed, pursuant to Regulation 14A, within 120 days after the close of the registrant's 2023
fiscal year.

 TABLE
OF CONTENTS

 Page

 PART
 I

 ITEM
 1.

 BUSINESS

 ITEM
 1A.

 RISK
 FACTORS

 ITEM
 1B.

 UNRESOLVED
 STAFF COMMENTS

 ITEM
 1C.

 CYBERSECURITY

 ITEM
 2.

 PROPERTIES

 ITEM
 3.

 LEGAL
 PROCEEDINGS

 ITEM
 4.

 MINE
 SAFETY DISCLOSURES

 PART
 II

 ITEM
 5.

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

 ITEM
 7.

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

 ITEM
 7A.

 QUANTITATIVE
 AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 ITEM
 8.

 FINANCIAL
 STATEMENTS AND SUPPLEMENTARY DATA

 ITEM
 9.

 CHANGES
 IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 ITEM
 9A.

 CONTROLS
 AND PROCEDURES

 ITEM
 9B.

 OTHER
 INFORMATION

 ITEM
 9C.

 DISCLOSURE
 REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 PART
 III

 ITEM
 10.

 DIRECTORS,
 EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 ITEM
 11.

 EXECUTIVE
 COMPENSATION

 ITEM
 12.

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

 ITEM
 13.

 CERTAIN
 RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 ITEM
 14.

 PRINCIPAL
 ACCOUNTING FEES AND SERVICES

 ITEM
 15.
 EXHIBITS,
 FINANCIAL STATEMENT SCHEDULES

 ITEM
 16.

 FORM
 10-K SUMMARY

 SIGNATURES

 PART
I

 ITEM
1. BUSINESS

 GENERAL

 Where
Food Comes From, Inc. and its subsidiaries ("WFCF," the "Company," "our," "we," or "us")
is a leading trusted resource for third-party verification of food production practices in North America. The Company estimates that
is supports more than approximately 17,500 farmers, ranchers, vineyards, wineries, processors, retailers, distributors, trade associations,
consumer brands, chefs and restaurants with a wide variety of value-added services provided through its family of verifiers, including
IMI Global ("IMI"), Where Food Comes From Organic ("WFCFO" - previously International Certification Services
and A Bee Organic), and Validus Verification Services ("Validus"). In order to have credibility, product claims such as gluten-free,
non-GMO, non-hormone treated, humane handling, and others require verification by an independent third-party such as WFCF. The Company's
principal business is conducting both on-site and desk audits to verify that claims being made about livestock, aquaculture, crops and
other food products are accurate.

 Through
SureHarvest Services LLC ("SureHarvest") and Postelsia Holdings, Ltd. ("Postelsia"), we primarily provide a wide
range of professional services and technology solutions that generate incremental revenue specific to the food and agricultural industry
and drive sustainable value creation.

 Finally,
the Company's Where Food Comes From Source Verified retail and restaurant labeling program utilizes the verification of product
attributes to connect consumers directly to the source of the food they purchase through product labeling and web-based information sharing
and education. With the use of Quick Response Code ("QR") technology, consumers can instantly access information about the
producers behind their food.

 WFCF
was founded in 1996 and incorporated in the state of Colorado as a subchapter C corporation in 2006. The Company's shares of common
stock trade on the NASDAQ Capital Market ("NASDAQ"), under the stock ticker symbol, "WFCF."

 The
Company's original name – Integrated Management Information, Inc. (d.b.a. IMI Global) – was changed to Where Food Comes
From, Inc. in 2012 to better reflect the Company's mission. Early growth was attributable to source and age verification services
for beef producers that wanted access to markets overseas following the discovery of "mad cow" disease in the U.S. Over the
years, WFCF has expanded its portfolio to include verification and professional services for most food groups and over 50 programs and
organizations. This growth has been achieved both organically and through the acquisition of other companies.

 BUSINESS
OVERVIEW

 What
We Do

 The
Company is one of the nation's largest independent, third-party traceability and verification providers.

 We
use rigorous verification processes on food production processes to ensure that claims made by food producers and processors are accurate.
We care about food and other agricultural products, how it is grown and raised, the quality of what we eat, what farmers and ranchers
do, and authentically telling that story to the consumer. Our team visits farms and ranches and looks at their plants, animals, and records,
and compares the information we collect to specific standards or claims that farms and ranches want to make about how they are producing
food. Our customers include top-tier players in the food and wine space.

 The
Company also provides a wide range of professional consulting services and technology solutions that generate incremental revenue specific
to the food and agricultural industry and drive sustainable value creation.

 The
Company's business benefits from growing demand by consumers, retailers and government for increased transparency into food production
practices.

 Consumers:
 Due to concerns about social responsibility and sustainability, food safety, and an overall increase in health consciousness, consumers
are demanding more information about the food they purchase.

 Retailers:
 Responding to consumer demands for increased transparency as well as to the negative impact food scandals have on their bottom lines,
retailers are requiring their suppliers to adhere to more stringent traceability and verification of product claims.

 Government
Regulation: Regulations including the U.S. Department of Agriculture's ("USDA")
 Animal Disease Traceability program, international export requirements, non-GMO and gluten-free testing requirements, and ingredient
labeling regulations are all impacting product verification.

 Growth
Strategy

 Due
to organic growth in our portfolio of auditing standards, consumer demand and acquisitions, our sales have grown rapidly from $1.1 million
in 2006 to $25.1 million in 2023, an 18-year compounded annual growth rate ("CAGR") of approximately 19%.

 Our
growth strategy is as follows:

 To cover more food groups
 than any other verification provider. Currently we verify beef, lamb, pork, poultry, seafood, dairy, eggs, fresh produce, nuts and
 grains, wine and finished products. In the future, we hope to further expand our scope within beverages, seafood and other produce.

 To offer solutions for all
 participants in the food supply chain, including feed and input ingredient providers, farmers, producers, packers, auction barns, processors,
 handlers, distributors, restaurants, retailers and consumers.

 To expand on the industry's
 largest solutions portfolio. We currently are verifying or certifying to more than 50 certification standards or guidelines. To our
 knowledge, that is the most in the industry.

 To continue organic growth.
 We leverage our bundling capability to aggressively pursue new customers, while sustaining our recurring revenue model and high retention
 rates.

 To continue growth through
 merger and acquisition opportunities. Through selective acquisitions, we can expand our footprint by adding new customers, services,
 food groups and revenue streams.

 INDUSTRY
BACKGROUND

 The
value-added food industry has been growing rapidly for the past several years in response to increased consumer interest about social
responsibility, sustainability and food safety production practices. We continue to see a growing interest from consumers regarding how
their food is produced. We are in an increasingly global food market with food products traveling around the world, and brands differentiating
themselves in the market. These key drivers are increasing the number of food labeling claims made on food products.

 Natural
and/or organic are examples of food labels that indicate that the food or other agricultural product has been produced in a certain way.
Natural and organic sales are only part of the story of how consumers look for the verification of practices tied to food labeling claims.
Other factors are also becoming increasingly more important to consumers, evidenced on menus and product labels. While not an exhaustive
list, some of the issues that farms, ranches, producers, processors, restaurants and retailers are addressing include how animals are
cared for and handled, how a product's production impacts the environment and societies, and what inputs were used in the production
of food items (like antibiotics).

 As
consumers want more assurance about the trustworthiness of labeling claims, there is a growing trend for verification of practices around
sustainability. As the agriculture, livestock and food industries continue to mature and expand internationally, there is an increasing
need to record, manage, report and verify information regarding the source, age, genetic background, animal husbandry, environmental
stewardship, practices surrounding the people and community, and other credence attributes. We believe verification of labeling claims
by an independent third-party can meet consumer demands and expectations. Third-party verification also benefits producers, processors,
distributors, restaurants, and retailers by addressing marketplace differentiation and global competitiveness.

 Current
Marketplace Opportunities

 Because
of growing demand for increased transparency into food production practices, we believe there are three main market drivers to promote
forward momentum for our business:

 Market
Driver #1 - Consumer awareness and expectations

 Per Steve Stouffer, group
 president of Tyson Fresh Meats, "We recognize the importance of sustainable beef production practices that take care of people,
 the planet and animals. Our goal is to work with ranchers to verify (via a third-party) and, when possible, improve those practices
 so that we can be transparent with our customers and consumers about how cattle in our supply chain are raised."

 Per Priya Khan, Founder and
 CEO of Nutrigold, "concerned consumers often wonder if the claims on product labels are actually true. They want to buy healthy,
 environmentally-friendly products and often pay a premium to do so. It is difficult to know what companies you can trust, and hard
 to tell what you are really getting when you buy. Something an increasing number of companies do to add transparency is use third-party
 verification, so consumers can buy with confidence."

 A 2023 report from The Business
 Research Company projected the global organic food market grew from $259.06 billion in 2022 to $294.54 billion in 2023 at a CAGR of
 13.7%. Major players in the market include General Mills Inc., Nestle, Cargill, Inc., Danone, United Natural Foods Inc. and Amy's
 Kitchen. Increasing health concerns due to the growing number of chemical poisoning cases globally is acting as a driver in the organic
 food market. This is causing consumers to shift their focus towards organic food products.

 Market
Driver #2 - Global competitiveness and risk mitigation among producers, restaurants, and retailers

 Per "Managing Business
 Risk in the Food and Beverage Industry," prepared by Cambashi, Inc., "To compete, midsize companies across the industry
 have stepped up research and development (R&D) to improve on and leverage existing brands and product lines for new applications,
 markets, and regions. The way people eat and what they eat around the globe continually changes, and this is driving co-ops and processors
 to research and develop new types of packaging, a wider variety of flavors, partially prepared options, and facilities dedicated to
 organic, allergy-free, or kosher foods. To support these shifts, companies are building or expanding facilities with state-of-the-art
 technologies and systems for development, testing, processing, and packaging." We can assist companies by providing third party
 verification and other technology solutions to help companies compete on brand innovation.

 Per various experts in the
 Linked In article dated December 18, 2023, "Using third-party certification programs for suppliers can offer several benefits
 for your business, such as enhancing your reputation and credibility, reducing risks and liabilities, improving efficiency and quality,
 and supporting innovation and differentiation. This can be achieved by demonstrating a commitment to ethical and sustainable sourcing,
 avoiding suppliers that violate laws or human rights, accessing new markets and opportunities, and creating value-added products and
 services by working with high-performance suppliers."

 Producers, restaurant chains
 and retailers with dominant market shares and large buying power, like Dannon, Tyson, McDonald's, Chick-Fil-A, Costco, and Wal-Mart,
 are leading the way in prioritizing sustainable food supply initiatives in response to consumer demands. With information literally
 at our fingertips, Google searches and smart phone apps are making it easier to expose where sustainable food supply chains are, and
 where they are not. We believe our technology will play a key role in capturing data to improve processes, yields and communicate our
 customer's values, practices and other initiatives to consumers.

 Producers, packers, distributors
 and retailers understand that verification, identification and traceability are key competitive differentiators. Oftentimes, it is
 necessary for export into international markets, including Korea, Russia, China and the European Union.

 Market
Driver #3 - Government regulation

 On July 15, 2019 the European
 Council approved an agreement to establish a duty-free tariff rate quote (TRQ) exclusively for the United States for High Quality Beef
 ("HQB"). HQB includes a restriction on hormones and must be third party verified. Under the agreement, US ranchers are
 guaranteed an increasingly larger share of Europe's beef market annually, with annual duty-free exports. The annual quota will
 increase from 18,500 metric tons beginning in 2020, growing annually, then stabilizing at 35,000 metric tons in 2026 and beyond. For
 2024, American ranchers have a TRQ of 30,200 metric tons annually, compared to 14,800 metric tons annually for all other eligible countries.
 We believe the EU quota will continue to fuel demand for non-hormone treated cattle ("NHTC").

 Effective February 19, 2019,
 the USDA released a rule establishing the new national mandatory bioengineered ("BE") food disclosure standard ("NBFDS"
 or "Standard"). The Standard requires food manufacturers, importers, and other entities that label foods for retail sale
 to disclose information about BE food and BE food ingredients. As of January 1, 2022, all food manufacturers must comply with the Standard.
 Our work as a Technical Administrator for the Non-GMO Project enables brands to have confidence that their products will align with
 the Standard.

 The Animal Disease Traceability
 ("ADT") Rule promulgated by the USDA primarily covers beef cattle 18 months of age or older. Under the final rule, unless
 specifically exempted, livestock moved interstate must be officially identified and accompanied by an interstate certificate of veterinary
 inspection or other documentation, such as owner-shipper statements or brand certificates. Although animal disease traceability does
 not prevent disease, an efficient and accurate traceability system reduces the number of animals and response time involved in a disease
 investigation. Our traceability solutions and EID tags can track animals from birth to slaughter using technology that offers a comprehensive
 solution that meets and/or exceeds the USDA's ADT Rule.

 Pressure from financial markets
 has also been growing. Investment managers such as BlackRock, as well as financial regulators including the Securities and Exchange
 Commissions and the U.S. Federal Reserve, are pushing companies to disclose sustainability metrics such as emissions across their supply
 chains and draw up plans to decarbonize their operations. We believe our solutions and expertise within the agrifood supply chain can
 assist companies in pursuing and reporting their sustainability strategies.

 REVENUES

 We
offer a wide array of services, including verification, certification, consulting and other professional services, to help food producers,
brands and consumers differentiate certain attributes and production methods in the marketplace. We sell our services directly to customers
at various levels in the agriculture, food and livestock supply chain. Most of our service offerings can be bundled to provide a "one-stop
shop" for customers that have multiple levels of verification and certification needs, such as source verification and food safety
certification. Our customers include some of the largest U.S. beef and pork packers, organic producers and processors, and specialty
retail chains. No single customer generated more than 10% of the Company's consolidated revenue in 2023 or 2022.

 With
each acquisition, we assess the need to disclose discrete information related to our operating segments. Because of the similarities
of certain of our acquisitions that provide certification and verification services, we aggregate operations into one verification and
certification reportable segment. The operating segments included in the aggregated verification and certification segment include IMI
Global, WFCFO and Validus. The factors considered in determining this aggregated reporting segment include the economic similarity of
the businesses, the nature of services provided, production processes, types of customers and distribution methods.

 The
Company also determined that it has a segment offering professional services. SureHarvest, which includes Postelsia, is the sole operating
unit under this reportable segment. This segment includes a wide range of professional consulting, data analysis, reporting and technology
solutions that generate incremental revenue specific to the food and agricultural industry and drive sustainable value creation.

 The
Company's chief operating decision maker (the Company's CEO) allocates resources and assesses the performance of its operating
segments. Segment management makes decisions, measures performance, and manages the business utilizing internal operating segment information.
Performance of operating segments are based on net sales, gross profit, selling, general and administrative expenses and most importantly,
operating income.

 Our
verification and certification service revenues consist of fees charged for verification audits and other
verification and certification related services that the Company performs for customers. Fees earned from our WFCF labeling program
are also included in our verification and certification revenues as it represents a value-added extension
of our source verification. We are recognized and utilized by numerous standard-setting bodies as an accredited verification or certification
service provider. We enable food producers and brands to make certain claims on live animals or packaged food products by verifying that
they are meeting the standards or guidelines associated with the claim(s) they are making. For the years ended December 31, 2023 and
2022, our third-party verification programs provided 77.2% and 70.9% of our total revenue, respectively. While our verification and certification
service revenue continues to improve due to new customer growth and bundling opportunities, we believe we are at a low point of a contraction
phase within the cattle cycle which negatively impacts revenue tied directly to price per head of cattle. We also believe inflationary
pressure on packers, producers, growers, brands, and retailers is putting downward pressure on verified and certified foods as consumers
have switched to lower priced food products.

 Our
product sales are an ancillary part of our verification and certification services and represent sales of cattle identification ear tags.
Our product sales allow us to offer our customers a comprehensive solution. Approximately 15.9% and 17.6% of our total revenue was generated
by the sale of product during the years ended December 31, 2023 and 2022, respectively. We continue to see some new customer growth,
but our customers are ordering less tags due to smaller beef cow herd size. According to the USDA July 2023 statistics, overall beef
cow inventories have declined over 3% compared to last year. We believe we are at a low point of a contraction phase within the cattle
cycle which is negatively impacting revenue tied directly to price per head of cattle.

services includes a wide range of professional consulting, data analysis, reporting and technology solutions that support our verification
business and generate incremental revenue specific to the food and agricultural industry.

 MARKETING

 Our
marketing strategy includes direct marketing, advertising, event sponsorship, and trade show participation. From a public relations perspective,
members of our staff are frequently quoted in industry trade journals and requested as speakers at various industry events as subject
matter experts on the topics of animal identification, traceability, branding, third-party verification and certification, and the USDA
verification programs.

 In
order to reach additional customers, we continually develop strategic marketing partnerships with leading companies in the industry with
complementary abilities and products. We do not currently rely on any third-party contracts with distributors, licensors or manufacturers
in conducting our business.

 We
also use social media sites such as Facebook and Twitter to help promote our business, market our product offerings, and connect consumers
with current topics in the agriculture, livestock and food industries.

 COMPETITION

 The
competition for third-party verification services in the food and agriculture industry is growing more intense, especially within the
organic market. As of December 31, 2023, we estimate that there are approximately eight key competitors serving the food and agricultural
industry, including Quality Assurance International, California Certified Organic Farmers, Oregon Tilth, Organic Crop Improvement Association,
Earth Claims, FoodChain ID, NSF International, SGS and SCS Global Services. Differentiation hinges upon understanding all facets of food
verification and the complex compliance challenges to make product verifications efficient, cost-effective, and seamless. Our core business
and expertise focus on the "on farm" verifications to a variety of standards, guidelines and criteria, including source verification,
natural, animal care and well-being, and sustainability verification.

 SEASONALITY

 Our
business is subject to seasonal fluctuations. Significant portions of our verification and certification service revenue is typically
realized during late May through early October when the calf marketings and the growing seasons are at their peak. Because of the seasonality
of the business and our industry, results for any quarter are not necessarily indicative of the results that may be achieved for any
other quarter or for the full fiscal year.

 Additionally,
the cattle industry is cyclical by nature based on factors impacting current and future supplies such as drought-induced feedlot placements,
higher cow and heifer slaughter, and lower auction receipts. The production lags inherent to this industry lead to long-lasting impacts
of production decisions. For example, increased liquidation implies tighter supplies for next year. Similarly, times of herd expansion
are typically a multi-year period. These cycles typically last roughly 10 years. The beginning of 2023 marks the ninth year of the current
cycle that began in 2014. We are currently in the contraction phase of the cycle after peaking in 2018-2019. How long we continue to
contract will be directly impacted by drought and pasture conditions.

 INTELLECTUAL
PROPERTY

 We
create, own and maintain a variety of intellectual property assets that we believe are among our most valuable assets. Our intellectual
property assets include patents and patent applications related to our innovations, products and services, trademarks related to our
brands, products and services, and other property rights. We also have licensing arrangements when features from our programs are desirable
to incorporate into either a new or an existing technology we offer. We seek to protect our intellectual property right assets through
patent, copyright, trade secret, trademark and other laws of the United States and other countries, and through contractual provisions.
Additional information regarding certain risks related to our intellectual property is included in Part I, Item 1A "Risk Factors"
of this Annual Report on Form 10-K.

 EMPLOYEES

 As
of December 31, 2023, we had 102 total employees, of which 89 were full-time employees. Approximately 78% of our workforce is comprised
of female and other minority employees. Our future success is substantially dependent upon the performance of our key senior management
personnel, as well as our ability to attract and retain highly qualified technical personnel. Additional information regarding certain
risks related to our employees is included in Part I, Item 1A "Risk Factors" of this Annual Report on Form 10-K.

 AVAILABLE
INFORMATION

 Our
corporate website is located at www.wherefoodcomesfrom.com. We make available free of charge on our investor relations website under
"SEC Filings" our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments
to those reports as soon as reasonably practicable after we electronically file or furnish such materials to the U.S. Securities and
Exchange Commission (the "SEC"). Further, a copy of this Annual Report on Form 10-K is located at the SEC's Public
Reference Room at 100 F Street, NE, Room 1580, Washington, D.C. 20549. Information on the operation of the Public Reference Room can
be obtained by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements
and other information regarding our filings at

 INFORMATION
ABOUT OUR EXECUTIVE OFFICERS

 John
Saunders, 52, founded the Company in 1998 and has served as the Chief Executive Officer since then.
Mr. Saunders is also the Chairman of the Board of Directors of the Company and has served in this position since 1998. Previously, Mr.
Saunders was a partner and consultant for Pathfinder Consulting Services, Inc. in Parker, Colorado. An expert in both technology and
the livestock industry, Mr. Saunders is a graduate of Yale University.

 Leann
Saunders, 53, began working for the Company in 2003 and has been the President of the Company since
2008. Mrs. Saunders is also a Director on our Board of Directors and has served in this position since January 2012. Prior to 2003, Mrs.
Saunders worked for PM Beef Holdings ("PM"), an integrated beef company, and developed a supply system for PM's Ranch
to Retail product line and managed PM's USDA Process Verified program. She then served as the company's Vice President of
Marketing and Communications. Prior to joining PM in 1996, Mrs. Saunders worked for McDonald's Corporation as a Purchasing Specialist,
and Hudson Foods Corporation. Mrs. Saunders graduated with a B.S. in Agriculture Business and an M.S. in Beef Industry Leadership from
Colorado State University. Mrs. Saunders currently sits on the Colorado State University Agriculture Dean's Advisory Board, the
University of Nebraska's Engler Agribusiness Entrepreneurship Program Advisory Board, the Board of Directors for the International
Stockmen's Education Foundation and was the Chair for the United States Meat Export Federation for the 2015-2016 year.

 Dannette
Henning, 54, has been the Chief Financial Officer of the Company since January 2008. Prior to her
appointment, she was engaged by the Company as a consultant beginning in November 2007. From 2004 to 2007, Mrs. Henning was the Corporate
Controller for Einstein Noah Restaurant Group. From 2001 to 2003, she served as the Controller for Vari-L Company. Mrs. Henning's
previous experience includes financial management positions with KPMG Peat Marwick, DF&R Restaurant Company, and CSI/CDC Company.
Mrs. Henning is a Certified Public Accountant with more than 30 years of professional experience. She received a B.B.A. degree in Accounting
from the University of Texas at Arlington.

 Jason
Franco, 47, has been the Chief Technology Officer of the Company since August 2021. Previously,
Mr. Franco served as Senior Vice President of Technology since September 2018 when WFCF acquired JVF Consulting, LLC, the consulting
firm Mr. Franco founded in 2004 serving as President. From 2000 to 2004, Mr. Franco worked as a technical application consultant and
integration specialist with Peoplesoft / Oracle. He began his career in 1998 as a software developer with John Deere Special Technologies
Group, where he specialized in traceability applications. He received his B.S. degree in Computer Science from the University of the
Pacific in Stockton, CA.

 Family
Relationships

 John
Saunders, our CEO and Chairman of the Board, is married to Leann Saunders, our President. Both Mr. and Mrs. Saunders serve on our Board
of Directors.

 ITEM
1A. RISK FACTORS

 In
addition to the other information included in this report and our other public filings and releases, the following factors should be
considered when evaluating our business, financial condition, results of operations and prospects:

 We
are in a period of increasing inflation and economic uncertainty

 The
economy is facing inflationary pressures which has resulted in a few challenges for our business, most notably in the form of a tight
labor market where job candidates have considerable bargaining power which has driven wages up. Additionally, we are experiencing higher
labor and benefit related costs to retain our existing personnel. We believe we will continue to see significant pressure in our labor
and benefit related costs which impacts both our gross margins and net income.

 We
also continue to monitor for weakened demand in our professional services business segment due to significant customer concentration.
Increased inflation could place pressure on our customers' timing of approval for consulting projects to move forward. Currently,
it is difficult to estimate the financial impact to this revenue stream, if any. We actively market our sustainability solutions and
services to new types of customers. We believe the growing awareness of environmental, social and governance ("ESG") matters
creates a key opportunity for us because we have the expertise and technology needed to help companies achieve ESG objectives within
the food supply chain.

 Unfavorable
global economic conditions, including any adverse macroeconomic conditions or geopolitical events, including the conflict between Ukraine
and Russia, and the conflict between Israel and Hamas could adversely affect our business, financial condition, results of operations
or liquidity.

 Our
results of operations could be adversely affected by general conditions in the global economy and in the global financial markets. Global
economic and business activities continue to face widespread uncertainties, and global credit and financial markets have experienced
extreme volatility and disruptions in the past several years, including severely diminished liquidity and credit availability, rising
inflation and monetary supply shifts, rising interest rates, labor shortages, declines in consumer confidence, declines in economic growth,
increases in unemployment rates, recession risks, and uncertainty about economic and geopolitical stability. A severe or prolonged economic
downturn, or additional global financial or political crises, could result in a variety of risks to our business, including weakened
demand for our products and/or services or our ability to raise additional capital when needed on acceptable terms, if at all. The extent
of the impact of these conditions on our operational and financial performance, including our ability to execute our business strategies
and initiatives in the expected timeframe, will depend on future developments which are uncertain and cannot be predicted. Any of the
foregoing could harm our business and we cannot anticipate all of the ways in which the current economic climate and financial market
conditions could adversely impact our business. Furthermore, our stock price may decline due in part to the volatility of the stock market
and the general economic downturn.

 We
face risks due to changing weather patterns and other environmental factors

 Over
the past several years, changing weather patterns and climatic conditions have added to the unpredictability and frequency of natural
disasters, such as drought, hailstorms, wildfires and wind, snow and ice storms. Any such extreme weather condition can
negatively impact a significant portion of our customers who produce food (including all major species of animal-based protein or edible
plant variety) in various regions. For example, the drought conditions that impacted nearly one-half of the United States in the first
half of 2022 predominately affected our ranch customers resulting in fewer cattle subject to verification. While this example doesn't
directly affect our audit related revenue, it does impact our product sales and other related supply chain fees due to smaller herd sizes.
We cannot anticipate changes in
weather patterns/conditions, and we cannot predict their impact on our customer's operations if they were to occur.

 Additionally,
the cattle industry is cyclical by nature based on factors impacting current and future supplies such as drought-induced feedlot placements,
higher cow and heifer slaughter, and lower auction receipts. The production lags inherent to this industry lead to long-lasting impacts
of production decisions. For example, increased liquidation implies tighter supplies for next year. Similarly, times of herd expansion
are typically a multi-year period. These cycles typically last roughly 10 years. The beginning of 2023 marks the ninth year of the current
cycle that began in 2014. We are currently in the contraction phase of the cycle after peaking in 2018-2019. How long we continue to
contract will be directly impacted by drought and pasture conditions.

 If
the operating results of our customers are impaired, the financial resources of our customers may limit purchases of our verification
solutions and consulting services. Therefore, our ability to generate revenue is subject to the risks and uncertainties relating to the
financial condition of our customers.

 We
operate in a competitive industry with a limited market characterized by changing technology, frequent introductions of new service offerings,
service enhancements, and evolving industry standards.

 We
compete with many other vendors of products and services designed for tracking cattle and other livestock, for herd management, for crop
production practices and other verification of marketing claims over processed foods. Our competitors range from small start-up companies
to multi-national firms. Our competitors may have significantly more financial, technical and marketing resources than we do. Competition
is likely to intensify as current competitors expand their service offerings and as new companies enter the market. Additionally, competition
may intensify as our competitors enter into business combinations or alliances, and established companies in other market segments expand
to become competitive with our business. Increasing competition may result in reduced margins and the loss of market share. Our competitors
may offer broader service offerings or technologies that are more commercially attractive and gain greater market acceptance than our
current or future products. Additionally, new technology may render our products and services obsolete.

 The
success of our business model depends on the broad acceptance of our technologies into markets that are continuing to develop as a result
of the increasing focus on food safety and assurance.

 We
are currently benefiting from a slow but growing movement among the agriculture, livestock and food industries to source and/or age verify
products, and bundle with other marketing claims such as non-genetically modified foods and beverages. This emerging trend is fueled
in part by consumers' focus on food safety and assurance. However, we can offer no assurances that there will be market acceptance
of our technologies. Furthermore, some of our primary target segments within the agriculture, livestock and food industries are experiencing
unpredictable economic conditions and are expected to continue to struggle with supply, trade and profitability issues in the near term.
Although we believe that our products, if adopted on a wide-scale basis, would have a significant impact on improving the safety, quality
and confidence in the world's food supply, our customers for these products historically have been very slow to change and reluctant
to adopt new technologies and business practices.

 We
face risks of rapidly changing regulations which may negatively impact our programs.

 Regulations
and standards are continually evolving and present a challenging risk. For example, in January 2013, the Japanese government announced
a change to its import requirements on U.S. beef. Because the change enabled a significant increase in the amount of product qualifying
for export to Japan, it negatively impacted the premiums typically seen in the marketplace for source and age verified cattle. In March
2020, the World Health Organization declared a pandemic which negatively impacted certain aspects of our business due to government-mandated
closures and social distancing measures. Due to our commitment to innovation, diversification of our product offerings, and our
strategy of managing profitability, we believe we can quickly minimize the impact of any adverse changes in regulations or verification
standards. While we attempt to mitigate these risks, we can give no assurance that we will be successful in overcoming the potential
negative impact to the results of our operations.

 Increased
scrutiny and changing expectations from stakeholders with respect to the Company's ESG practices may result in additional costs
or risks.

 Companies
across many industries are facing increasing scrutiny related to their environmental, social and governance ("ESG") practices.
Investor advocacy groups, certain institutional investors, investment funds and other influential investors are also increasingly focused
on ESG practices and in recent years have placed increasing importance on the non-financial impacts of their investments. We take social
responsibility very seriously. It's the entire reason we spend day in and day out helping farmers, ranchers and brands around the
world provide transparency to their consumers by communicating authentic, sustainable and traceable stories that directly impact our
future. However, if our ESG practices do not meet investor or other industry stakeholder expectations, which continue to evolve, we may
incur additional costs. Also, our brand, ability to attract and retain qualified employees and business may be harmed.

 We
face risks that highly contagious diseases or viral outbreaks may negatively impact the source of product we are able to verify and/or
impact the efficiency in which we conduct ongoing business operations.

 Today,
infectious disease and viral outbreaks appear to be emerging more quickly than ever. For example, Porcine Epidemic Diarrhea Virus ("PEDv")
negatively impacted the pork/sow industry in 2014 and Highly Pathogenic Avian Influenza, more commonly known as Bird Flu, impacted poultry
operations in 2016 and continues to impact poultry operations today in 2022/2023. In March 2020, the Global Health Organization declared
the outbreak of the Corona Virus as a pandemic in human populations. Contagious diseases or viral outbreaks create increased bio-exclusion
and social distancing considerations in our business.

 These
diseases and viral outbreaks frequently impact our business resulting in some customers requesting postponement of onsite visits. We
work closely with our customers and standard setting bodies to identify innovative solutions and reschedule onsite visits as timely as
possible. We also closely monitor the situation and react accordingly to any future restrictions or limitations, while keeping the interests
of our customers, employees, and business operations in mind.

 We
have created innovative solutions that mitigate the risk of transferring disease but due to uncertainty in the severity and duration
of various diseases and viral outbreaks, we can give no assurance that we will be successful in overcoming the impact to our business
operations, employees, customers, and suppliers which could negatively impact our business revenues, profitability and financial condition.

 In
the event that market demand for third-party verified products declines, our customers may not be able to generate sufficient revenues
to justify the purchase of our verification solutions and consulting services.

 Public
attitudes towards food production practices may be influenced by claims that these products are unsafe for consumption or pose unknown
health risks. For example, decreased demand for beef and other livestock products could have a material adverse effect on the operating
results and financial condition of our existing or prospective customers. If operating results of our customers are impaired, the resources
that our customers can devote to building information systems for tracking cattle and other livestock and herd management are reduced,
which in turn may limit purchases of our verification solutions and consulting services. Therefore, our ability to generate revenue is
subject to the risks and uncertainties relating to the financial condition of our customers.

 We
look for opportunities to expand our presence in international markets in which we may have limited experience, and inherently international
operations are subject to increased risks which could harm our business, operating results and financial condition.

 We
continually seek to expand our product and service offerings in international markets. As we expand into new international markets, we
will have only limited experience in marketing and operating our products and services in such markets. In other instances, we may rely
on the efforts and abilities of foreign business partners in such markets. Certain international markets may develop more slowly than
domestic markets, and our operations in international markets may not develop at a rate that supports our level of investment.

 In
addition to uncertainty about our ability to expand into international markets, there are certain risks inherent in doing business internationally,
including, but not limited to:

 trade barriers and changes
 in trade regulations;

 difficulties in developing,
 staffing and simultaneously managing varying foreign operations as a result of distance, language and cultural differences;

 differing local labor laws
 and regulations;

 longer payment cycles;

 currency exchange rate fluctuations;

 political or social unrest
 or economic instability;

 import or export restrictions;

 seasonal volatility in business
 activity;

 risks related to government
 regulation or required compliance with local laws in certain jurisdictions, including those more fully described above; and

 potentially adverse tax consequences.

 One
or more of these factors could harm our future international operations and consequently could harm our brand, business, operating results
and financial condition.

 Our
business could suffer if we are unsuccessful in making, integrating, and maintaining our acquisitions and investments.

 We
have acquired and invested in a number of companies, and we may acquire or invest in or enter into joint ventures with additional companies.
These transactions create risks such as:

 disruption of our ongoing
 business, including loss of management focus on existing businesses;

 problems retaining key personnel;

 additional operating losses
 and expenses of the businesses we acquired or in which we invested;

 the potential impairment
 of tangible and intangible assets and goodwill, including those that are a result of acquisitions;

 the potential impairment
 of customer and other relationships of the company we acquired or in which we invested or our own customers as a result of any integration
 of operations;

 the difficulty of incorporating
 acquired technology and rights into our offerings and unanticipated expenses related to such integration;

 the difficulty of integrating
 a new company's accounting, financial reporting, management, information and information security, human resource, and other
 administrative systems to permit effective management, and the lack of control if such integration is delayed or not implemented;

 for investments in which
 an acquired company's financial performance is incorporated into our financial results, either in full or in part, the dependence
 on such company's accounting, financial reporting, and similar systems, controls, and processes;

 the difficulty of implementing
 controls, procedures, and policies appropriate for a public company on our acquired companies; and

 potential unknown liabilities
 associated with a company we acquire or in which we invest.

 As
a result of future acquisitions or mergers, we might need to issue additional equity securities, spend our cash, or incur debt, contingent
liabilities, or amortization expenses related to intangible assets, any of which could reduce our profitability and harm our business.
In addition, valuations supporting our acquisitions and strategic investments could change rapidly given the current global economic
climate. We could determine that such valuations have experienced impairments or other-than-temporary declines in fair value which could
adversely impact our financial results.

 Federal,
state or local laws and regulations, or our failure to comply with such laws and regulations, could increase our expenses and expose
us to legal risks.

 We
are subject to a wide range of general and industry-specific laws and regulations imposed by federal, state and local authorities such
as sales tax, intellectual property infringement, zoning and occupancy matters. In addition, various federal and state laws govern our
relationship with, and other matters pertaining to, our employees, including wage and hour laws, laws governing independent contractor
classifications, requirements to provide meal and rest periods or other benefits, family leave mandates, requirements regarding working
conditions and accommodations to certain employees, citizenship or work authorization and related requirements, insurance and workers'
compensation rules and anti-discrimination laws. We believe that we have complied with these laws and regulations; however, there is
a risk that we will become subject to claims that allege we have failed to do so. Any claim that alleges a failure by us to comply with
any of the foregoing laws and regulations may subject us to fines, penalties, injunctions, litigation and/or potential criminal violations,
which could adversely affect our reputation, business, financial condition and operating results.

 Any
changes to the foregoing laws or regulations or any new laws or regulations that are passed or go into effect may make it more difficult
for us to operate our business and in turn adversely affect our operating results.

 We
may also be subject to audits by various taxing authorities. Similarly, changes in tax laws in any of the multiple jurisdictions in which
we operate, or adverse outcomes from tax audits that we may be subject to in any of the jurisdictions in which we operate, could result
in an unfavorable change in our effective tax rate, which could adversely affect our business, financial condition and operating results.

 Our
future success depends upon our ability to obtain and enforce patents; prevent others from infringing on our patents, trademarks and
other intellectual property rights; and operate without infringing upon the patents and proprietary rights of others.

 We
will be able to protect our intellectual property ("IP") from unauthorized use by third parties only to the extent that it
is covered by valid and enforceable patents and trademarks. IP protection generally involves complex legal and factual issues and, therefore,
the enforceability of IP rights cannot be predicted with certainty. Moreover, the laws of some foreign countries do not protect proprietary
rights to the same extent as do the laws of the United States. In the event that IP owned by us does not provide adequate protection,
we may not be able to prevent competitors from offering substantially similar products and services.

 In
the event that third parties claim that our current or future products or services infringe upon their intellectual property, we may
face litigation and be prevented from selling the products and services at issue. Infringement or other claims could be asserted or prosecuted
against us in the future, and it is possible that past or future assertions or prosecutions could harm our business. Litigation either
in defense of our IP rights or in response to infringement claims made by others may be both expensive and time consuming, which in turn
would adversely affect our business.

 A
significant data breach or information technology system disruption could adversely affect our business, financial results, or reputation,
and we may be required to increase our spending on data and system security.

 We
rely heavily on information technology networks and systems, including the Internet, to manage or support a wide variety of important
business processes and activities throughout our operations.

 Our
information technology systems may be susceptible to damage, disruptions or shutdowns due to failures during the process of upgrading
or replacing software, databases or components thereof, power outages, hardware failures, computer viruses, cyber-attacks, ransomware
attacks, malware attacks, malicious employees or other insiders, telecommunications failures, human errors or catastrophic events. Hackers,
foreign governments, cyber-terrorists and cyber-criminals, acting individually or in coordinated groups, may launch distributed denial
of service attacks or other coordinated attacks that may cause service outages, gain inappropriate or block legitimate access to systems
or information, or result in other interruptions in our business. Such attacks are increasing in their frequency, levels of persistence,
levels of sophistication and intensity. In addition, breaches in security could expose us and our customers, or the individuals affected,
to a risk of loss or misuse of proprietary information and sensitive or confidential data, including personal information of customers,
employees and others. Like many other companies, we experience attempted cybersecurity actions on a periodic basis, and the frequency
of such attempts could increase in the future. While we have invested in the protection of data and information technology, there can
be no assurance that our efforts will prevent or quickly identify service interruptions or security breaches. The techniques used by
cybercriminals change frequently, may not be recognized until launched and can originate from a wide variety of sources. We cannot assure
that our data protection efforts and our investment in information technology will prevent significant breakdowns, data leakages or breaches
in our systems or those of our third-party services providers or partners.

 We
also depend on and interact with the information technology networks and systems of third parties for many aspects of our business operations,
including our customers and service providers such as cloud service providers and third-party delivery services. These third parties
may have access to information we maintain about our company, operations, customers, employees and vendors, or operating systems that
are critical to or can significantly impact our business operations. Like us, these third parties are subject to risks imposed by data
breaches and cyber-attacks and other events or actions that could damage, disrupt or close down their networks or systems. Security processes,
protocols and standards that we have implemented and contractual provisions requiring security measures that we may have sought to impose
on such third parties may not be sufficient or effective at preventing such events, which could result in unauthorized access to, or
disruptions or denials of access to, or misuse of, information or systems that are important to our business, including proprietary information,
sensitive or confidential data, and other information about our operations, customers, employees and suppliers, including personal information.

 Any
of these events that impact our information technology networks or systems, or those of acquired businesses, customers, service providers
or other third parties, could result in disruptions in our operations, the loss of existing or potential customers, damage to our brand
and reputation, regulatory scrutiny, and litigation and potential liability for the Company. Among other consequences, our customers'
confidence in our ability to protect data and systems and to provide services consistent with their expectations could be impacted, further
disrupting our operations. Similarly, an actual or alleged failure to comply with applicable U.S. or foreign data protection regulations
or other data protection standards may expose us to litigation, fines, sanctions or other penalties.

 We
have invested and continue to invest in technology security initiatives, information technology risk management and disaster recovery
plans. The cost and operational consequences of implementing, maintaining and enhancing further data or system protection measures could
increase significantly to overcome increasingly intense, complex and sophisticated global cyber threats. Despite our best efforts, we
are not fully insulated from data breaches and system disruptions. There is no assurance that such impacts will not be material in the
future, and our efforts to deter, identify, mitigate and/or eliminate future breaches may require significant additional effort and expense
and may not be successful.

 Our
future success depends to a significant degree upon the continued service of key senior management personnel, in particular, John and
Leann Saunders.

 Both
John and Leann Saunders' reputation and prominence in the field provide us with a strong competitive advantage. While they are
currently bound by employment agreements, we can offer no assurance that John and/or Leann Saunders will be able to continue to work
for us in the event of an unforeseen accident, severe injury or major disease, or on a long-term basis. The loss of key personnel could
have a material adverse effect on our business and operating results.

 Directors,
executive officers, principal stockholders and affiliated entities beneficially own or control a significant amount of our outstanding
common stock and together meaningfully influence our activities.

 As
of February 9, 2024, John Saunders, our Chairman and CEO, and Leann Saunders, our President, beneficially owned in the aggregate approximately
31.7% of our common stock. The Saunders, together with the rest of our Board, beneficially own approximately 60.4% of our common stock.
These directors and officers, if they determine to vote in the same manner, would have a significant impact on the outcome of any matter
requiring approval by our shareholders, including the election of directors and the approval of mergers or other business combination
transactions or terms of any liquidation. This concentration of ownership may have the effect of delaying or preventing a change in control
of our company that may be favored by other shareholders. This could prevent transactions in which shareholders might otherwise recover
a premium for their shares over current market prices.

 We
have not paid any regular cash dividends.

 We
have not declared or paid any cash dividends on our common stock since 2021. Payment of future cash dividends, if any, will be at the
discretion of the Board of Directors and will depend on our financial condition, results of operations, contractual restrictions, business
prospects and other factors that the Board of Directors considers relevant. In the absence of regular dividends, investors will only
see a return on their investment if the value of our common stock appreciates.

 Future
sales of our securities in the public or private markets could adversely affect the trading price of our common stock and our ability
to continue to raise funds in new stock offerings.

 We
have historically used common stock or securities exercisable or convertible into common stock in order to finance our future growth
plans. Future sales of substantial amounts of our securities in the public or private markets would dilute our existing shareholders
and could adversely affect the trading prices of our common stock and impair our ability to raise capital through future offerings of
securities. Alternatively, we may rely on debt financing and assume debt obligations that require us to make substantial interest and
principal payments that could adversely affect our business and future growth potential.

 Our
common stock has traded in low volumes. We cannot predict whether an active trading market for our common stock will ever develop.

 Historically,
our common stock has experienced a lack of trading liquidity. In the absence of an active trading market:

 an investor may have difficulty
 buying and selling our common stock at all or at the price one considers reasonable; and

 market visibility for shares
 of our common stock may be limited, which may have a depressive effect on the market price for shares of our common stock and on our
 ability to raise capital or make acquisitions by issuing our common stock.

 Price
and volume volatility of our publicly traded securities could adversely affect investors' portfolios.

 In
recent months and years, the securities markets in the United States have experienced high levels of price and volume volatility, and
the market prices of securities of many companies have experienced wide fluctuations that have not necessarily been related to the operating
performance or prospects of such companies. It is likely that continual fluctuations in market and share prices will occur. Our shares
of common stock trade on the NASDAQ Stock Market LLC. The price of our common stock has been subject to price and volume volatility in
the past and will likely continue to be subject to such volatility in the future.

 As
a public company, we are subject to complex legal and accounting requirements that require us to incur substantial expenses, and our
financial controls and procedures may not be sufficient to ensure timely and reliable reporting of financial information, which, as a
public company, could materially harm our stock price and listing on the NASDAQ marketplace.

 As
a public company, we are subject to numerous legal, accounting and NASDAQ listing requirements that do not apply to private companies.
The cost of compliance with many of these requirements is substantial, not only in absolute terms but, more importantly, in relation
to the overall scope of the operations of a small company. Failure to comply with these requirements can have numerous adverse consequences,
including, but not limited to, our inability to file required periodic reports on a timely basis, loss of market confidence, delisting
of our securities and/or governmental or private actions against us. We cannot assure you that we will be able to comply with all of
these requirements or that the cost of such compliance will not prove to be a substantial competitive disadvantage as compared with privately
held and larger public competitors.

 The
Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley") requires, among other things, that we maintain effective internal controls
over financial reporting and disclosure controls and procedures. In particular, we must create internal controls and strategies to ensure
those controls are effective at producing accurate financial reports. However, for as long as we are a smaller reporting company, our
independent registered public accounting firm will not be required to attest to the effectiveness of our internal controls over financial
reporting pursuant to Section 404. An independent assessment of the effectiveness of our internal controls over financial reporting could
detect problems that our management's assessment might not. Our compliance with Sarbanes-Oxley requires that we incur substantial
accounting expenses and expend significant management efforts. As a result, management's attention may be diverted from other business
concerns.

 The
effectiveness of our controls and procedures may in the future be limited by a variety of factors, including:

 faulty human judgment and
 simple errors, omissions or mistakes;

 fraudulent action of an individual
 or collusion of two or more people;

 inappropriate management
 override of procedures; and

 the possibility that any
 enhancements to controls and procedures may still not be adequate to assure timely and accurate financial information.

 If
we are not able to comply with the requirements of Sarbanes-Oxley in a timely manner, or if we or our independent registered public accounting
firm identifies deficiencies in our internal control over financial reporting that are deemed to be material weaknesses, we may need
to restate our financial statements and incur remediation expenses. In addition, we may be subject to delisting, investigations by the
SEC and civil or criminal sanctions.

 ITEM
1B. UNRESOLVED STAFF COMMENTS

 None.

 ITEM
1C. CYBERSECURITY

 We
have a cross-departmental approach to addressing cybersecurity risk, including input from employees and our Board of Directors (the "Board").
The Board, Audit Committee, executive and middle management devote significant resources to cybersecurity and risk management processes
to adapt to the changing cybersecurity landscape and respond to emerging threats in a timely and effective manner. Our cybersecurity
risk management program leverages the National Institute of Standards and Technology (NIST) framework, which organizes cybersecurity
risks into five categories: identify, protect, detect, respond and recover. We regularly assess the threat landscape and take a holistic
view of cybersecurity risks, with a layered cybersecurity strategy based on prevention, detection, and mitigation. Assessing, identifying
and managing cybersecurity related risks are integrated into our overall risk management process. We have policies and/or procedures
concerning cybersecurity matters related to encryption standards, antivirus protection, remote access, multifactor authentication, confidential
information and the use of the internet, social media, email and wireless devices. These policies go through an internal review process
and are approved by appropriate members of management.

 The
Company's Chief Technology Officer is responsible for developing and implementing our information security program and reporting
on cybersecurity matters to the Chairman of the Board. Our Chief Technology Officer has over two decades of experience leading cyber
security oversight, while others on our IT security team have cybersecurity experience and/or a college degree with concentrations in
security. We view cybersecurity as a shared responsibility, and we periodically perform simulations and tabletop exercises at a management
level and incorporate external resources and advisors as needed. All employees are required to attend company-wide training which includes
cybersecurity topics several times a year.

 We
have continued to expand investments in IT security, including additional end-user training, using layered defenses, identifying and
protecting critical assets, strengthening monitoring and alerting, and engaging experts. We regularly test defenses by performing simulations
and drills at both a technical level (including through penetration tests) and by reviewing our operational policies and procedures with
third-party experts. At the management level, our IT security team regularly monitors alerts and meets to discuss threat levels, trends
and remediation. We utilize independent expert organizations that employ cybersecurity dashboards that automate the aggregation and analysis
of data points to help us address possible exposures and internal control weaknesses, as well as review recommended areas of action to
improve the quality and maturity of our controls. These tests and assessments are useful tools for maintaining a robust cybersecurity
program to protect our investors, customers, employees, vendors, and intellectual property. We also conduct an annual review of third-party
hosted applications with a specific focus on any sensitive data shared with third parties. The internal business owners of the hosted
applications are required to document user access reviews at least annually and provide from the vendor a System and Organization Controls
(SOC) 1 or SOC 2 report. If a third-party vendor is not able to provide a SOC 1 or SOC 2 report, we take additional steps to assess their
cybersecurity preparedness and assess our relationship on that basis. Our assessment of risks associated with use of third-party providers
is part of our overall cybersecurity risk management framework.

 The
full Board participates in discussions with management and amongst themselves regarding cybersecurity risks. Management provides updates
regarding our cybersecurity program, which includes discussion of management's actions to identify and detect threats, as well
as planned actions in the event of a response or recovery situation. Management also updates the Board on the Company's Cyber Attack
Recovery Plan, which covers, among other things, our approach to material cybersecurity incidents, data privacy and our compliance programs.
To aid the Board with its cybersecurity and data privacy oversight responsibilities, the Board periodically attends presentations on
these topics.

 We
face a number of cybersecurity risks in connection with our business. Although such risks have not materially affected us, including
our business strategy, results of operations or financial condition, to date, we have, from time to time, experienced threats to and
breaches of our data and systems, including malware and computer virus attacks. For more information about the cybersecurity risks we
face, see the risk factor entitled "A significant data breach or information technology system disruption could adversely affect
our business, financial results, or reputation, and we may be required to increase our spending on data and system security" in
Item 1A- Risk Factors.

 ITEM
2. PROPERTIES

 The
Company leases approximately 15,700 square feet of office space for its corporate headquarters. Total rental payments are approximately
$45,500 per month as of December 31, 2023, which includes common area charges, and are subject to annual increases over the term of the
lease. The lease agreement has an initial term of five years plus two renewal periods. The Company has exercised the first renewal period
and is likely to renew for the second renewal period. This space is being leased from a company in which our CEO and President, each
a related party to the Company, have a 24.3% jointly held ownership interest.

 In
September 2017, the Company entered into a lease agreement for our Urbandale, Iowa office space. The lease is for a period of two years
and expired on August 31, 2019. This lease was extended twice (2) for additional 3 year terms, with the current extension terminating
on August 31, 2025. Rental payments are approximately $3,500 per month, which includes common area charges, and are not subject to annual
increases over the term of the lease.

 In
December 2018, the Company entered into a new lease agreement in San Ramon, California for SureHarvest office space. The lease is for
a period of sixty-six months and expires on March 1, 2024. Rental payments are approximately $7,000 per month as of December 31, 2023,
which includes common area charges, and are subject to annual increases over the term of the lease. Management is actively reviewing
its options for renewal or relocation.

 In
June 2021, the Company entered into a new lease agreement in Victoria, British Columbia, Canada for Postelsia office space. The lease
is for a period of two years and expired on May 31, 2023. Currently, the office space is leased on a month-to-month basis and payments
are approximately Canadian dollar 500 per month, which includes common area charges.

 In
December 2021, the Company entered into a lease agreement for the Medina, North Dakota office space. The lease is for sixty-one months
and expires on December 31, 2026. Rental payments are approximately $1,000 per month, which includes common area charges, and are not
subject to annual increases over the term of the lease.

 ITEM
3. LEGAL PROCEEDINGS

 From
time to time, we may become involved in various legal actions, administrative proceedings and claims in the ordinary course of business.
We generally record losses for claims in excess of the limits of purchased insurance in earnings at the time and to the extent they are
probable and estimable.

 There
are currently no material pending proceedings against the Company.

 ITEM
4. MINE SAFETY DISCLOSURES

 Not
applicable.

 PART
II

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

 Market
Information for Common Stock

 The
Company's common stock is traded on the NASDAQ Stock Market LLC under the symbol "WFCF."

 Stockholders

 As
of February 8, 2024, we estimate that there were 63 record holders of our common stock. A significant
number of the outstanding shares of common stock which are beneficially owned by individuals and entities are registered in the name
of Cede & Co. A nominee of The Depository Trust Company, Cede & Co. is a securities depository for banks and brokerage firms.

 Dividends

 For
the years ended December 31, 2023 and 2022, there have been no cash dividends declared or paid.

 Recent
Sales of Unregistered Securities

 There
have been no unregistered sales of securities for the years ended December 31, 2023 and 2022.

 Issuer
Purchases of Equity Securities

 On
September 30, 2019, our Board of Directors approved a plan to buy back up to 2.5 million additional shares of our common stock from the
open market ("Stock Buyback Plan"). Our Stock Buyback Plan has been and will be used to return capital to shareholders and
to minimize the dilutive impact of stock options and other share-based awards. In the future, we may consider additional share repurchases
under our plan based on several factors, including our cash position, share price, operational liquidity, and planned investment and
financing needs. Our Board of Directors did not specify an expiration date for repurchases under the Stock Buyback Plan.

 Activity
for the quarter ended December 31, 2023 is as follows:

 Number
 of

 Shares

 Cost
 of Shares

 (in
 thousands)

 Average

 Cost
 per Share

 Shares purchased - October 2023

 25,530

 $

 $
 13.73

 Shares purchased - November 2023

 22,643

 $
 13.57

 Shares purchased - December 2023

 27,936

 $
 13.51

 Total

 76,109

 $
 1,035

 ITEM
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 Cautionary
Note Regarding Forward-Looking Statements

 This
Annual Report on Form 10-K and other publicly available documents, including the documents incorporated herein and therein by reference,
contain "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation
Reform Act of 1995. Additionally, our officers and representatives may from time to time make forward-looking statements. Forward-looking
statements can be identified by words such as "anticipate," "intend," "plan," "goal,"
"seek," "believe," "project," "estimate," "expect," "strategy,"
"future," "likely," "may," "should," "will" and similar references to future
periods. Examples of forward-looking statements include, among others, statements we make regarding:

 our expectations and beliefs
 about the market and industry and competitive landscape;

 our goals, plans, and expectations
 regarding our operations and properties and results;

 our beliefs about our competitive
 advantages, the diversification of our product offerings, and the keys to our success;

 plans regarding our Stock
 Buyback Plan;

 our beliefs and expectations
 regarding our financial position, ability to finance operations and growth, and pay dividends;

 the amount of financing necessary
 to support operations; and

 our beliefs regarding the
 impact of the adoption of certain accounting standards on our financial statements.

 Forward-looking
statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations
and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy
and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks
and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial
condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these
forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those
indicated in the forward-looking statements include, among others, the following:

 changing technology and evolving
 standards in the livestock and food industry;

 consumer focus on social
 responsibility, sustainability, food safety and assurance;

 competition from other providers
 serving the food and agriculture industry;

 economic and financial conditions
 in the livestock and food industry;

 international export market
 activities, including trade barriers to certain beef and other livestock exports;

 market demand for beef and
 other livestock products;

 seasonal volatility in business
 activity;

 developments and changes
 in laws and regulations, including increased regulation of the livestock and food industry through legislative action and revised rules
 and standards;

 strategic actions, including
 acquisitions and our success in integrating acquired businesses;

 enforceability of our patents,
 trademarks and other intellectual property rights;

 continued service of key
 senior management personnel;

 the impact of government
 regulation on our business, customers, suppliers and employees;

 disruptions of inefficiencies
 in the supply chain, including any impact of inflation and/or regulation; and

 such other factors as discussed
 throughout Part II, "Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations"
 and in Part I, Item 1A. "Risk Factors."

 Any
forward-looking statement made by us in this Annual Report on Form 10-K is based only on information currently available to us and speaks
only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written
or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

 RESULTS
OF OPERATIONS

 Year
Ended December 31, 2023 Compared to Year Ended December 31, 2022

 The
following table shows information for reportable operating business segments:

 Year
 ended December 31, 2023

 Year
 ended December 31, 2022

 Assets:

 $

 1,947

 $

 $

 -

 $

 2,946

 $

 1,947

 $

 $

 -

 $

 2,946

 All
 other assets, net

 3,501

 2,707

 7,132

 13,340

 9,949

 3,182

 2,219

 15,350

 Total
 assets

 $

 5,448

 $

 3,706

 $

 7,132

 $

 16,286

 $

 11,896

 $

 4,181

 $

 2,219

 $

 18,296

 Revenues:

 Verification and certification
 service revenue

 $

 $

 -

 $

 -

 $

 $

 $

 -

 $

 -

 $

 Product sales

 4,001

 -

 -

 4,001

 4,364

 -

 -

 4,364

 services

 -

 1,721

 -

 1,721

 -

 2,871

 -

 2,871

 Total
 revenues

 $

 23,414

 $

 1,721

 $

 -

 $

 25,135

 $

 21,974

 $

 2,871

 $

 -

 $

 24,845

 Costs of revenues:

 Costs of verification and
 certification services

 -

 -

 9,748

 -

 -

 9,748

 Costs of products

 2,272

 -

 -

 2,272

 2,333

 -

 -

 2,333

 Costs
 of professional services

 -

 1,355

 -

 1,355

 -

 2,296

 -

 2,296

 Total
 costs of revenues

 13,258

 1,355

 -

 14,613

 12,081

 2,296

 -

 14,377

 Gross profit

 10,156

 -

 10,522

 9,893

 -

 10,468

 Depreciation & amortization

 -

 -

 Other
 operating expenses

 6,885

 -

 7,191

 6,805

 -

 7,051

 Segment
 operating income/(loss)

 $

 2,805

 $

 (108

)

 $

 -

 $

 2,697

 $

 2,506

 $

 $

 -

 $

 2,652

 Other items to reconcile segment operating
 income/(loss) to net income/(loss):

 Other income/(loss)

 (6

)

 -

 (38

)

 -

 tax benefit/(expense)

 -

 -

 (913

)

 (913

)

 -

 -

 (822

)

 (822

)

 Net income/(loss)

 $

 3,179

 $

 (114

)

 $

 (913

)

 $

 2,152

 $

 2,708

 $

 $

 (822

)

 $

 1,994

and certification service revenues consist of fees charged for verification audits and other verification
and certification related services that the Company performs for customers. F ees earned from our WFCF labeling program are
also included in our verification and certification revenues as it represents a value-added extension of our source verification.
Verification and certification service revenue for the year ended December 31, 2023 increased approximately $1.8 million, or 10.2% compared
to 2022. Overall, the increase is due primarily to increased customer awareness and demand for our product offerings. While our verification
and certification service revenue continues to improve due to new customer growth and bundling opportunities, we believe we are at a
low point of a contraction phase within the cattle cycle which negatively impacts revenue tied directly to price per head of cattle.
We also believe inflationary pressure on packers, producers, growers, brands, and retailers is putting downward pressure on verified
and certified foods as consumers have switched to lower priced food products.

 Our
product sales are an ancillary part of our verification and certification services and represent sales of cattle identification ear tags.
Product sales for the year ended December 31, 2023 decreased approximately $0.4 million or 8.3% compared to 2022. We continue to see
some new customer growth, but our customers are ordering less tags due to smaller beef cow herd size. According to the USDA July 2023
statistics, overall beef cow inventories have declined over 3% compared to last year. We believe we are at a low point of a contraction
phase within the cattle cycle which is negatively impacting revenue tied directly to price per head of cattle.

 Costs
of revenues (for services and product sales) for the verification and certification segment for the year ended December 31, 2023 were
approximately $13.3 million compared to approximately $12.1 million in 2022. Gross margin for the year ended December 31, 2023 decreased
slightly to 43.4% compared to 45.0% in 2022. Our margins are generally impacted by various costs such as cost of products, salaries and
benefits, insurance and taxes. The decline is primarily due to inflationary increases in the costs of products shipped and increases
in compensation related costs due to a tight labor market impacting our margins. New customer growth helps offset to some extent the
inflationary impacts on our margins.

 Selling,
general and administrative expenses for the verification and certification segment for the year ended December 31, 2023 decreased
approximately $36,000 compared to 2022.

services revenue include a wide range of professional consulting, data analysis, reporting and technology solutions that support our
verification business and generate incremental revenue specific to the food and agricultural industry. Our consulting revenue stream
is predominantly project based and not recurring in nature. For the year ended December 31, 2023, professional service revenue decreased
approximately $1.2 million over 2022. The 2022 period included a significant short-term engagement with a Japanese party to promote Japanese
seafood products into the American supply chain during 2022.

 Costs
of revenues for our professional services segment for the years ended December 31, 2023 and 2022 were approximately $1.4 and $2.3 million,
respectively. For the year ended December 31, 2023, gross margin increased to 21.3% from 20.0% in 2022. Because our consulting revenue
is predominately project based, margins are greatly impacted by the timing of the project work and the fixed and/or variable labor necessary
to complete the project. The 2022 margins were negatively impacted by an increased use of contract labor to support the short-term consulting
engagement mentioned above.

 Selling,
general and administrative expenses for the professional services segment for the year ended December 31, 2023 increased
approximately $45,000 compared to 2022.

 Dividend
Income from Progressive Beef, LLC

 On
 August 9, 2018, the Company purchased a ten percent membership interest in Progressive Beef, LLC ("Progressive
Beef") for an aggregate purchase price of approximately $1.0 million. The Company received dividend income of $320,000 and $250,000
for the years ended December 31, 2023 and 2022, respectively, from Progressive Beef representing a distribution of their earnings.

Tax Expense

 For
the years ended December 31, 2023 and 2022, we recorded income tax expense of approximately $0.9 million and $0.8 million, respectively.
The effective tax rate for the year ended December 31, 2023 and 2022 was 29.7% and 28.8%, respectively, compared to a federal corporate
rate of 21.0%.

 Net
Income and Per Share Information

 As
a result of the foregoing, net income for the year ended December 31, 2023 was approximately $2.2 million or $0.39 per basic and per
diluted common share, compared to approximately $2.0 million or $0.34 per basic and $0.33 per diluted common share in 2022.

 Liquidity
and Capital Resources

 At
December 31, 2023, we had cash and cash equivalents of approximately $2.6 million compared to approximately $4.4 million at December
31, 2022. Our working capital at December 31, 2023 was approximately $3.2 million compared to approximately $4.9 million at December
31, 2022.

 Net
cash provided by operating activities during 2023 was approximately $2.8 million compared to $2.7 million during the same period in 2022.
Net cash provided by operating activities is driven by an increase in our net income and adjusted by non-cash items and changes in current
assets and liabilities. Non-cash adjustments primarily include depreciation, amortization of intangible assets, stock-based compensation
expense, bad debt expense, and deferred taxes. Fluctuations are primarily due to operating performance offset by the timing of cash receipts
and cash disbursements. The cash provided by operating activities for 2023 was primarily driven by a decrease in prepaid expenses and
other assets, accounts payable, accrued expenses and other current liabilities and cash used for inventory, offset by an increase in
deferred revenue. The cash provided by operating activities for 2022 was primarily driven by a decrease in deferred revenue and cash
used for inventory, offset by an increase in prepaid expenses and accounts payable.

 Net
cash used in investing activities during 2023 was approximately $0.6 million compared to $0.3 million during 2022. Net cash used in the
2023 period was $0.2 million for the acquisition of Blue Trace, $0.3 million for the acquisition of Upcycled Foods and $0.1 million for
the purchase of equipment and internal use software development. Net cash used in the 2022 period was $0.2 million for the purchase of
digital assets and $0.1 million for the purchase of a vehicle, equipment and software development.

 Net
cash used in financing activities during 2023 was approximately $3.9 million compared to net cash used of $3.4 million in the 2022 period.
Net cash used in the 2023 period was primarily for the repurchase of common shares under the Stock Buyback Plan. Net cash used in the
2022 period was primarily for the repurchase of common shares under the Stock Buyback Plan.

 Over
the past several years, our growth has been funded primarily through cashflows from operations. We continually evaluate all funding options,
including additional offerings of our securities to private, public and institutional investors and other credit facilities as they become
available.

 The
primary driver of our operating cash flow is our third-party verification solutions, specifically the gross margin generated from services
provided. Therefore, we focus on the elements of those operations, including revenue growth, gross margin and long-term projects that
ensure a steady stream of operating profits to enable us to meet our cash obligations. On a weekly basis, we review the performance of
each of our revenue streams focusing on third-party verification solutions compared with prior periods and our operating plan. We believe
that our various sources of capital, including cash flow from operating activities, overall improvement in our performance, and our ability
to obtain additional financing, are adequate to finance current operations as well as the repayment of current debt obligations. We are
not aware of any other event or trend that would negatively affect our liquidity. In the event such a trend develops, we believe that
there are sufficient financing avenues available to us and from our internal cash-generating capabilities to adequately manage our ongoing
business.

 The
culmination of all our efforts has brought significant opportunities to us, including increased investor
confidence and renewed interest in our company, as well as the potential to develop business relationships with long-term strategic
partners. In keeping with our core business, we will continue to review our business model with a focus on profitability, long-term capital
solutions and the potential impact of acquisitions or divestitures, if such an opportunity arises.

 Our
plan for continued growth is primarily based on diversification in our product offerings within national and international markets, as
well as, potential acquisitions. We believe that there are significant growth opportunities available to us because of growing consumer
awareness and demand on a national level. Internationally, a quality verification program is often the only way to overcome import or
export restrictions.

 Debt
Facility

 The
Company has a revolving line of credit ("LOC") agreement which matures April 12, 2025. The LOC provides for $75,080 in working
capital. The interest rate is at the Wall Street Journal prime rate plus 1.50% and is adjusted daily. Principal and interest are payable
upon demand, but if demand is not made, then annual payments of accrued interest only are due, with the principal balance due upon maturity.
As of December 31, 2023 and 2022, the effective interest rate was 10.0% and 9.0%, respectively. The LOC is collateralized by all the
business assets of Where Food Comes From Organic, Inc. ("WFCFO"), a subsidiary of WFCF. As of December 31, 2023 and 2022,
there were no amounts outstanding under this LOC.

 Off
Balance Sheet Arrangements

 As
of December 31, 2023, we had no off-balance sheet arrangements of any type.

 CRITICAL
ACCOUNTING POLICIES AND ESTIMATES

 Below
is a discussion of the accounting policies and related estimates that we believe are the most critical to understanding our consolidated
financial statements, financial condition and results of operations and which require complex management judgments, uncertainties and/or
estimates. The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts
of revenues and expenses during a reporting period; however, actual results could differ from those estimates. Management has discussed
the development, selection and disclosure of the critical accounting policies and estimates with the Audit Committee of the Board of
Directors. Information regarding our other accounting policies is included in Note 2 to our consolidated financial statements set forth
in Item 8 of this Annual Report on Form 10-K.

Recognition

 We
offer a range of products and services to maintain identification, traceability, and verification systems. We conduct both on-site and
desk audits to verify that claims being made about livestock, food, other high-value specialty crops and agricultural products are accurate.
We generate revenue primarily from the sale of our verification solutions, consulting services and hardware sales. We sell our products
and services directly to customers at various levels in the livestock and agricultural supply chains.

and certification service revenue primarily consists of fees charged for verification audits and other verification services that the
Company performs for customers. We recognize revenue utilizing an input method to measure over-time progress of each verification audit
based on the number of audit days performed.

 For
certain of our third-party crop and other processed product audits, we assess a fixed fee for the annual certification period. We recognize
revenue utilizing an input method to measure progress toward satisfaction of the annual assessment based on the percentage of activities/phases
or input reviews completed under the annual assessment.

 Product
sales are primarily generated from the sale of cattle identification ear tags. Revenue
for product sales is recognized upon delivery of the goods to customer, at which point title, custody and risk of loss transfer to the
customer.

 We
had deferred revenue of approximately $1.4 million and $1.2 million at December 31, 2023 and 2022, respectively, primarily related to
the annual certification period for certain of our third-party crop and other processed product audits. The balance of these contract
liabilities at the beginning of the period is expected to be recognized as revenue during 2024.

services fees are derived from a standard rate card by employee level, and we invoice for consulting, data analysis and other reporting
services, monthly, on a time-incurred basis. We recognize revenue over time utilizing the practical expedient that allows us to recognize
revenue in the amount to which we have a right to invoice.

 Other

 Generally,
we do not provide right of return or warranty on product sales or services performed.

 In
connection with the provision of on-site audits, reimbursable expenses are incurred and billed to customers, and such amounts are recognized
on a gross basis as both revenue and cost of revenue.

 Any
amounts collected on behalf of a third-party and remitted in full to that third-party are excluded from the transaction price and, thus,
revenue.

 Our
business is subject to seasonal fluctuations. Significant portions of our verification and certification service revenue is typically
realized during late May through early October when the calf marketings and the growing seasons are at their peak. Although this seasonality
does not impact our policies for revenue recognition, it does generally impact our results of operations by potentially causing an increase
in our profit margins during May through October and decreased margins during November through April. Additionally, the cattle industry
is cyclical by nature based on factors impacting current and future supplies such as drought-induced feedlot placements, higher cow and
heifer slaughter, and lower auction receipts. The production lags inherent to this industry lead to long-lasting impacts of production
decisions. For example, increased liquidation implies tighter supplies for next year. Similarly, times of herd expansion are typically
a multi-year period. These cycles typically last roughly 10 years. The beginning of 2023 marks the ninth year of the current cycle that
began in 2014. We are currently in the contraction phase of the cycle after peaking in 2018-2019. How long we continue to contract will
be directly impacted by drought and pasture conditions.

 Stock-Based
Compensation

 The
Company recognizes all equity-based compensation as stock-based compensation expense based on the fair value of the compensation measured
at the grant date. For stock options, fair value is calculated using the Black-Scholes-Merton option-pricing model. For stock awards,
fair value is the closing stock price for the Company's common stock on the grant date. The expense is recognized over the vesting
period of the grant.

 Calculating
stock-based compensation expense using the Black-Scholes-Merton option-pricing model requires the input of highly subjective assumptions,
including the expected term of the stock-based awards, stock price volatility, and the pre-vesting option forfeiture rate. We consider
many factors when estimating expected forfeitures, including the types of awards, employee classification and historical experience.
Actual forfeitures may differ substantially from our current estimate. Under this pricing model, which incorporates ranges of assumptions
for inputs, our assumptions are as follows:

 Dividend yield is based on our historical policy of not
 paying cash dividends.

 Expected volatility assumptions were derived from our
 actual volatilities.

 The risk-free interest rate is based on the U.S. Treasury
 yield curve in effect at the date of grant with maturity dates approximately equal to the expected term at the grant date.

 The expected term of options
 represents the period of time that options granted are expected to be outstanding giving consideration to vesting schedules, based
 on historical exercise patterns, which we believe are representative of future behavior.

 There
is a risk that our estimates of the fair values may differ from the actual values. It is possible that employee stock options may expire
worthless or otherwise result in zero intrinsic value as compared to the fair values originally estimated on the grant date and reported
in our financial statements. Alternatively, value may be realized from these instruments that are significantly in excess of the fair
values originally estimated on the grant date and reported in our financial statements. The fair value determined using the Black-Scholes-Merton
option-pricing model may not be indicative of the fair value observed in a willing buyer / willing seller market transaction.

 Estimates
of share-based compensation expense are highly subjective as to value and have an impact on our financial statements, but these expenses
will never result in the payment of cash by us. For this reason, and because we do not view share-based compensation as being related
to our operational performance, we exclude estimated share-based compensation expense when internally evaluating our performance.

Taxes

 We
record income taxes under the asset and liability method. Deferred tax assets and liabilities reflect our estimation of the future tax
consequences of temporary differences between the carrying amounts of assets and liabilities for book and tax purposes. We determine
deferred income taxes based on the differences in accounting methods and timing between financial statement and income tax reporting.
Accordingly, we determine the deferred tax asset or liability for each temporary difference based on the enacted tax rates expected to
be in effect when we realize the underlying items of income and expense.

 We
consider the probability of future taxable income and our historical profitability, among other factors, in assessing the amount of the
valuation allowance. Significant judgment is involved in this determination, including projections of future taxable income.

 Our
liability for unrecognized tax benefits contains uncertainties because management is required to make assumptions and to apply judgment
to estimate the exposures associated with our various filing positions.

 Our
effective income tax rate is also affected by changes in tax law, our level of earnings and the results of tax audits.

 As
of December 31, 2023, we concluded that a valuation allowance against our deferred tax assets was not considered necessary. As of December
31, 2023 and 2022, the Company did not have an unrecognized tax liability. Changes in these estimates and assumptions could materially
affect the tax provision as recorded.

 We
perform an impairment test of our goodwill annually or when events and circumstances indicate goodwill might be impaired. Impairment
testing of goodwill is required at the reporting unit level and involves a two-step process. However, we may first assess the qualitative
factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test.

 The
first step of the impairment test involves comparing the estimated fair value of our reporting units with the reporting unit's
carrying amount, including goodwill. If we determine that the carrying value of a reporting unit exceeds its estimated fair value, we
perform a second step to compare the carrying amount of goodwill to the implied fair value of that goodwill. The implied fair value of
goodwill is determined in the same manner as utilized to recognize goodwill in a business combination. If the carrying amount of goodwill
exceeds the implied fair value of that goodwill, an impairment loss would be recognized in an amount equal to the excess.

 We
evaluate our reporting units on an annual basis or when events or circumstances indicate our reporting units might change.

 Application
of the goodwill impairment test requires judgment, including performing the qualitative assessment, the identification of reporting units,
assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value of each reporting
unit.

 Estimating
the fair value of an individual reporting unit requires us to make assumptions and estimates regarding our future plans, industry and
economic conditions and our actual results and conditions may differ over time. Examples of events or circumstances that could have a
negative effect on the estimated fair value of our reporting units include (i) changes in technology or customer demands that were not
anticipated; (ii) competition or regulatory developments in the industry that may adversely affect profitability; (iii) a prolonged weakness
in general economic conditions; (iv) a sustained decrease in share price; (v) volatility in the equity and debt markets which could result
in a higher discount rate; and (vi) the inability to execute our strategy to grow our growth products.

 These
types of analyses contain uncertainties because they require management to make assumptions and to apply judgment to estimate industry
economic factors and the profitability of future business strategies.

 We
have not made any material changes in the accounting methodology used to evaluate impairment of goodwill during the past two years.

 As
of December 31, 2023 and 2022, we had approximately $2.9 million of goodwill.

 During
the fourth quarter of 2023 and 2022, we performed a qualitative assessment on our WFCF, WFCFO, Validus and SureHarvest units and concluded
that the fair value of the reporting units exceeded their carrying value.

 Long-Lived
Assets

 Our
definite-lived intangible assets consist of customer relationships, accreditations, tradenames / trademarks and patents related to our
acquisitions, recorded at estimated fair value. It also consists of our trademark rights and the related costs incurred to obtain the
trademark rights recorded at cost. These definite-lived assets are subject to amortization using the straight-line method over the estimated
useful-lives of the respective assets, which range from two to fifteen years. Estimates of useful-lives are based on the nature of the
underlying assets as well as our experience with similar assets and intended use. We periodically review estimated useful-lives for reasonableness.

 We
evaluate recoverability of long-lived assets, including property and equipment and definite-lived intangible assets, when events or changes
in circumstances indicate that the carrying amount may not be recoverable.

 Assumptions
and estimates about future values and remaining useful-lives can be affected by a variety of factors, including external factors such
as consumer spending habits and general economic trends, and internal factors such as changes in our business strategy and our internal
forecasts.

 We
have not made any material changes in the accounting methodology or useful-lives we use to account for long-lived assets during the past
two years.

 Pursuant
to Accounting Standards Update 2016-02 ("ASU") Topic 842, we determine if an arrangement is a lease at inception. Operating
leases are included in the right-of-use (ROU) assets, current operating lease liabilities and noncurrent operating lease liabilities
in our consolidated balance sheet. Finance leases are included in property and equipment, current finance lease obligations and long-term
finance lease obligations in our consolidated balance sheet.

 ROU
assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease
payments arising from the lease. ROU assets and liabilities are recognized at the lease commencement date based on the estimated present
value of lease payments over the lease term.

 Indefinite-Lived
Assets

 Our
non-amortizable intangible assets which have an indefinite life relate to the trademarks/tradenames and digital assets.

 Trademarks/tradenames
were acquired in the Validus acquisition. Pursuant to Accounting Standards Codification ("ASC") Topic 350, if an intangible
asset is determined to have an indefinite useful life, it shall not be amortized until its useful life is determined to no longer be
indefinite. Accordingly, we evaluate the remaining useful life of an intangible asset that is not being amortized each reporting period
to determine whether events or circumstances continue to support an indefinite useful life.

 In
addition, an intangible asset that is not subject to amortization shall be tested for impairment annually, or more frequently if events
or changes in circumstances indicate that the asset might be impaired. Entities testing an indefinite-lived intangible asset for impairment
have the option of performing a qualitative assessment before calculating the fair value of the asset. If entities determine, on the
basis of qualitative factors, that the likelihood of the indefinite-lived intangible asset being impaired is below a "more-likely-than-not"
threshold (i.e., a likelihood of more than 50 percent), the entity would not need to calculate the fair value of the asset.

 As
of December 31, 2023, there have been no changes to the indefinite life determination pertaining to the trademarks/tradenames intangible
assets. Based on the qualitative assessment on Validus reporting unit, we concluded that the likelihood of the indefinite lived asset
being impaired was below a "more-likely-than-not" threshold.

 Digital
assets or "cryptocurrency" are held as indefinite-lived intangible assets in accordance with ASC Topic 350. We have ownership
of and control over our digital assets and may use a third-party custodial service to secure it. The digital assets are initially recorded
at cost and are subsequently remeasured on the consolidated balance sheet at cost, net of any impairment losses incurred since acquisition,
if applicable.

 We
determine the fair value of our digital assets on a quarterly basis in accordance with ASC Topic 820, Fair Value Measurement,
based on quoted prices on the active exchange(s) that we have determined is the principal market for such assets (Level 1 inputs). We
perform an analysis each quarter to identify whether significant events or changes in circumstances, indicate that it is more likely
than not that our digital assets are permanently impaired. In determining if an impairment has occurred, we consider the lowest market
price of one unit of digital asset quoted on an active exchange since acquiring the digital asset. If the current carrying value of a
digital asset significantly exceeds the fair value so determined, a permanent impairment loss has occurred with respect to the digital
assets in the amount equal to the difference between their carrying values and the price determined.

 As
of December 31, 2023, we have not sold any digital assets and have not recognized an impairment loss for the year ended December 31,
2023. An impairment loss of $62,000 was recognized for the year ended December 31, 2022. As of December 31, 2023 and 2022, the carrying
value of our digital assets held was $0.1 million.

 Business
Combinations

 A
component of our growth strategy has been to acquire businesses that complement our existing operations. We account for business combinations
in accordance with the guidance for business combinations and related literature. Accordingly, we allocate the purchase price of acquired
companies to the tangible and intangible assets acquired and liabilities assumed based upon their estimated fair values at the date of
purchase. The excess of the purchase price over the fair value of the net assets acquired is recorded as goodwill.

 In
determining the fair values of assets acquired and liabilities assumed in a business combination, we use various recognized valuation
methods, including present value modeling and referenced market values (where available). Further, we make assumptions within certain
valuation techniques, including discount rates and the timing of future cash flows. Valuations are performed by management or independent
valuation specialists under management's supervision, where appropriate. We believe that the estimated fair values assigned to
the assets acquired and liabilities assumed are based on reasonable assumptions that marketplace participants would use. However, such
assumptions are inherently uncertain and actual results could differ from those estimates.

 RECENT
ACCOUNTING PRONOUNCEMENTS

 See
Note 2 to our consolidated financial statements set forth in Item 8 of this Annual Report on Form 10-K for a detailed description of
recent accounting pronouncements.

 ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 Not
applicable.

 ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

to Financial Statements

 Page

 Financial
 Statements:

 Report
 of Independent Registered Public Accounting Firm

 Balance Sheets as of December 31, 2023 and 2022

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

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

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

 Notes
 to Consolidated Financial Statements

 Report
of Independent Registered Public Accounting Firm

 To
the Board of Directors and Stockholders of

 Where

 Castle
Rock, Colorado

 OPINION
ON THE FINANCIAL STATEMENTS

 We
have audited the accompanying consolidated balance sheets of Where Food Comes From, Inc. and its subsidiaries (the "Company")
as of December 31, 2023 and 2022, and the related consolidated statements of income, equity, and cash flows, for the years ended December
31, 2023 and 2022, and the related notes (collectively referred to as the "financial statements"). In our opinion, the 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 the years ended December 31, 2023 and 2022, in conformity with accounting principles generally
accepted in the United States of America.

 BASIS
FOR OPINION

 These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
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 audits to obtain
reasonable assurance about whether the 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 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 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 financial statements. We believe that our audits
provide a reasonable basis for our opinion.

 CRITICAL
AUDIT MATTERS

 The
critical audit matters 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) relates to accounts or disclosures that are material to the financial
statements and (2) involved especially challenging, subjective, or complex judgments. The communication of a critical audit matter 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 a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Recognition – Refer to Note 2 to the financial statements

 Critical
Audit Matter Description

 The
Company recognizes revenue upon transfer of control of promised products or services to customers in an amount that reflects the consideration
the Company expects to receive in exchange for those products or services. The Company offers customers the ability to acquire multiple
licenses of software products and services, in its customer agreements through its service and licensing programs.

 Significant
judgment is exercised by the Company in determining revenue recognition for these customer agreements, and includes the following:

 Determination
 of whether products and services are considered distinct performance obligations that should be accounted for separately versus together,
 such as software licenses and related services.

 The
 pattern of delivery (i.e., timing of when revenue is recognized) for each distinct performance obligation.

 Identification
 and treatment of contract terms that may impact the timing and amount of revenue recognized (e.g., length of time for services and
 cancellation terms).

 Determination
 of stand-alone selling prices for each distinct performance obligation and for products and services that are not sold separately.

 Given
these factors and due to the volume of transactions, the related audit effort in evaluating management's judgments in determining
revenue recognition for these customer agreements was extensive and required a high degree of auditor judgment.

 How
the Critical Audit Matter Was Addressed in the Audit

 Our
principal audit procedures related to the Company's revenue recognition for these customer agreements included the following:

 We
 evaluated management's significant accounting policies related to these customer agreements for reasonableness.

 We
 selected a sample of customer agreements and performed the following procedures:

 –

 Obtained
 and read contract source documents for each selection, including master agreements, and other documents that were part of the agreement.

 –

 Tested
 management's identification and treatment of contract terms.

 –

 Assessed
 the terms in the customer agreement and evaluated the appropriateness of management's application of their accounting policies,
 along with their use of estimates, in the determination of revenue recognition conclusions.

 We
 evaluated the reasonableness of management's estimate of stand-alone selling prices for products and services that are not
 sold separately.

 We
 evaluated the appropriateness of certain accounts receivables and deferred revenue items based on the timing of the payment and the
 products and services provided.

 We
 tested the mathematical accuracy of management's calculations of revenue and the associated timing of revenue recognized in
 the financial statements.

– Refer to Note 2 to the financial statements

 Critical
Audit Matter Description

 The
Company reports inventory at the lower of cost or market value, with the cost calculated using the first-in-first out (FIFO) method.
Market value represents the estimated selling price.

 Significant
judgment is exercised by the Company in determining whether inventory is appropriately recorded at the lower of cost or market value,
and includes the following:

 Determination
 of the current market value of the inventory.

 Determination
 of the feasibility of future sale of the inventory, including proper consideration of obsolescence.

 Given
these factors and due to the value of the inventory, the related audit effort in evaluating management's judgments in determining
the valuation of inventory which required a high degree of auditor judgment.

 How
the Critical Audit Matter Was Addressed in the Audit

 Our
principal audit procedures related to the Company's valuation of inventory included the following:

 We
 examined source documentation for the original costs of the inventory, evaluating the reasonableness of the historic cost and volume
 of units recorded by the Company.

 We
 evaluated the reasonableness of management's intent for selling and distributing the inventory, including their current use
 in the livestock industry and associated partners and suppliers.

 We
 evaluated the reasonableness of current market values of the inventory in comparison to original cost.

 /s/
 Causey Demgen & Moore, P.C.

 We
have served as the Company's auditors since 2019.

 Auditor
Firm ID 647

 Denver,
Colorado

 Where

Balance Sheets

 (Amounts in thousands, except per share
 amounts)

 2023

 2022

 Assets

 Current assets:

 Cash and cash
 equivalents

 $
 2,641

 $
 4,368

 Accounts receivable, net
 of allowance

 2,128

 2,172

 1,109

 Prepaid
 expenses and other current assets

 Total current assets

 6,213

 7,891

 Property and equipment, net

 Right-of-use assets, net

 2,296

 2,607

 Equity investments

 1,191

 Intangible and other assets, net

 2,303

 2,340

 Goodwill, net

 2,946

 2,946

 Deferred tax assets,
 net

 Total assets

 $
 16,286

 $
 18,296

 Liabilities and Equity

 Current liabilities:

 Accounts payable

 $

 $

 Accrued expenses and other
 current liabilities

 Deferred revenue

 1,485

 1,278

 Current portion of finance
 lease obligations

 Current
 portion of operating lease obligations

 Total current liabilities

 2,979

 3,037

 Finance lease obligations, net of current portion

 Operating lease obligation,
 net of current portion

 2,447

 2,745

 Total liabilities

 5,467

 5,819

 Commitments and contingencies

 -

 -

 Equity:

 Preferred stock, $ 0.001
 par value; 5,000 shares authorized; none issued or outstanding

 -

 -

 Common stock, $ 0.001 par value; 95,000 shares
 authorized; 6,516 (2023) and 6,501 (2022) shares issued, and 5,503 (2023) and 5,775 (2022) shares outstanding

 Additional paid-in-capital

 12,290

 12,145

 Treasury stock of 1,014 (2023) and 727 (2022)
 shares

 ( 11,219
)

 ( 7,263
)

 Retained
 earnings

 9,741

 7,589

 Total equity

 10,819

 12,477

 Total liabilities and
 stockholders' equity

 $
 16,286

 $
 18,296

 The
accompanying notes are an integral part of these consolidated financial statements.

 Where

Statements of Income

 Year
 ended December 31,

 (Amounts in thousands,
 except per share amounts)

 2023

 2022

 Revenues:

 and certification service revenue

 $

 $

 Product
 sales

 4,001

 4,364

 services

 1,721

 2,871

 Total
 revenues

 25,135

 24,845

 Costs of revenues:

 Costs
 of verification and certification services

 9,748

 Costs of products

 2,272

 2,333

 Costs
 of professional services

 1,355

 2,296

 Total
 costs of revenues

 14,613

 14,377

 Gross
 profit

 10,522

 10,468

 Selling,
 general and administrative expenses

 7,825

 7,816

 Income from operations

 2,697

 2,652

 Other income/(loss):

 Dividend
 income from Progressive Beef

 Gain on
 sale of assets

 Other
 income, net

 Loss on
 foreign currency exchange

 ( 7
)

 ( 38
)

 Impairment
 of digital assets

 -

 ( 62
)

 Interest
 expense

 ( 5
)

 ( 3
)

 Income before income taxes

 3,065

 2,816

 tax expense

 Net
 income

 $
 2,152

 $
 1,994

 Per share - net income

 Basic

 $
 0.39

 $
 0.34

 Diluted

 $
 0.39

 $
 0.33

 Weighted average number of common shares outstanding:

 Basic

 5,485

 5,955

 Diluted

 5,548

 6,035

 The
accompanying notes are an integral part of these consolidated financial statements.

 Where

Statements of Cash Flows

 Year
 ended December 31,

 (Amounts in thousands)

 2023

 2022

 Operating activities:

 Net income

 $
 2,152

 $
 1,994

 Adjustments to reconcile
 net income to net cash provided by operating activities:

 Depreciation and amortization

 Impairment of digital assets

 -

 Gain on sale of assets

 ( 7
)

 ( 12
)

 Stock-based compensation
 expense

 Deferred tax benefit

 ( 59
)

 Bad debt expense

 Changes in operating assets
 and liabilities, net of effect from acquisitions:

 Accounts receivable

 -

 ( 20
)

 ( 221
)

 ( 121
)

 Prepaid expenses and other
 assets

 ( 138
)

 Accounts payable

 ( 73
)

 Accrued expenses and other
 current liabilities

 ( 154
)

 Deferred revenue

 ( 235
)

 Right
 of use assets and liabilities, net

 ( 23
)

 ( 14
)

 Net cash provided by
 operating activities

 2,822

 2,654

 Investing activities:

 Purchase of digital assets

 -

 ( 178
)

 Investment in Blue Trace

 ( 200
)

 -

 Acquisition of Upcycle
 Certification Program

 ( 300
)

 -

 Purchases
 of property, equipment and software development costs

 ( 148
)

 ( 89
)

 Net
 cash used in investing activities

 ( 648
)

 ( 267
)

 Financing activities:

 Repayments of finance lease
 obligations

 ( 13
)

 ( 13
)

 Proceed from stock option
 exercise

 Stock
 repurchase under Stock Buyback Plan

 ( 3,956
)

 ( 3,456
)

 Net
 cash used in financing activities

 ( 3,901
)

 ( 3,433
)

 Net change in cash

 ( 1,727
)

 ( 1,046
)

 Cash at beginning of period

 4,368

 5,414

 Cash at end of period

 $
 2,641

 $
 4,368

 The accompanying
notes are an integral part of these consolidated financial statements.

 Where

Statements of Equity

 Years
ended December 31, 2022 and 2023

 Additional

 Common
 Stock

 Paid-in

 Treasury

 Retained

 (Amounts in thousands)

 Shares

 Amount

 Capital

 Stock

 Earnings

 Total

 Balance at January 1, 2022

 6,071

 $

 $
 11,955

 $
 ( 3,807
)

 $
 5,595

 $
 13,749

 Stock-based compensation expense

 -

 -

 -

 Stock options exercised

 -

 -

 -

 Repurchase of common shares
 under Stock Buyback Plan

 ( 308
)

 -

 -

 ( 3,456
)

 -

 ( 3,456
)

 Net income

 -

 -

 -

 -

 1,994

 1,994

 Balance at December 31, 2022

 5,775

 $

 $
 12,145

 $
 ( 7,263
)

 $
 7,589

 $
 12,477

 Balance

 5,775

 $

 $
 12,145

 $
 ( 7,263
)

 $
 7,589

 $
 12,477

 Stock-based compensation expense

 -

 -

 -

 Stock options exercised

 -

 -

 Repurchase of common shares
 under Stock Buyback Plan

 ( 287
)

 -

 -

 ( 3,956
)

 -

 ( 3,956
)

 Net income

 -

 -

 -

 -

 2,152

 2,152

 Balance at December 31, 2023

 5,503

 $

 $
 12,290

 $
 ( 11,219
)

 $
 9,741

 $
 10,819

 Balance

 5,503

 $

 $
 12,290

 $
 ( 11,219
)

 $
 9,741

 $
 10,819

 The
accompanying notes are an integral part of these consolidated financial statements.

 Where

 Notes

 Note
1 - The Company and Basis of Presentation

 Business
Overview

 Where
Food Comes From, Inc. is a Colorado corporation based in Castle Rock, Colorado ("WFCF", the "Company," "our,"
"we," or "us"). We are an independent, third-party food verification company conducting both on-site and desk
audits to verify that claims being made about livestock, food, other high-value specialty crops and agricultural and aquaculture products
are accurate. We care about food and other agricultural and aquacultural products, how it is grown and raised, the quality of what we
eat, what farmers and ranchers do, and authentically telling that story to the consumer. Our team visits farms and ranches and looks
at their plants, animals, and records, and compares the information we collect to specific standards or claims that farms and ranches
want to make about how they are producing food. We strive to ensure that everyone involved in the food business - from growers and farmers
to retailers and shoppers – can count on WFCF to provide authentic and transparent information about the food we eat and how, where,
and by whom it is produced.

 We
also provide a wide range of professional services and technology solutions that generate incremental revenue specific to the food and
agricultural industry and drive sustainable value creation. Finally, the Company's Where Food Comes From Source Verified retail
and restaurant labeling program utilizes the verification of product attributes to connect consumers directly to the source of the food
they purchase through product labeling and web-based information sharing and education.

 Most
of our customers are located throughout the United States.

 Basis
of Presentation

 Our
consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States
of America ("GAAP"). The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions
that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenues, costs and expenses during the reporting period. Actual results could differ from the
estimates.

 Our
consolidated financial statements include the accounts of all majority-owned or controlled subsidiaries, and all significant intercompany
transactions and amounts have been eliminated. The results of businesses acquired are included in the consolidated financial statements
from the date of the acquisition.

 Note
2 - Summary of Significant Accounting Policies

 Cash
and Cash Equivalents

 We
place our cash with high quality financial institutions. At times, cash balances may exceed the Federal Deposit Insurance Corporation
("FDIC") insurance limit; however, we have not experienced any losses related to balances that exceed such FDIC insurance
limits (currently $ 250,000), and we believe our credit risk is minimal. At times, we may also invest in short-term investments with original
maturities of three months or less, which we consider to be cash and cash equivalents, since they are readily convertible to cash.

 Where

 Notes

Recognition

 We
offer a range of products and services to maintain identification, traceability, and verification systems. We conduct both on-site and
desk audits to verify that claims being made about livestock, food, other high-value specialty crops and agricultural products are accurate.
We generate revenue primarily from the sale of our verification solutions, consulting services and hardware sales. We sell our products
and services directly to customers at various levels in the livestock and agricultural supply chains.

and certification service revenue primarily consists of fees charged for verification audits and other verification services that the
Company performs for customers. We recognize revenue utilizing an input method to measure over-time progress of each verification audit
based on the number of audit days performed.

 For
certain of our third-party crop and other processed product audits, we assess a fixed fee for the annual certification period. We recognize
revenue utilizing an input method to measure progress toward satisfaction of the annual assessment based on the percentage of activities/phases
or input reviews completed under the annual assessment.

 Product
sales are primarily generated from the sale of cattle identification ear tags. Revenue for product sales is recognized upon delivery
of the goods to customer, at which point title, custody and risk of loss transfer to the customer.

services, data analysis and other reporting fees are derived from a standard rate card by employee level, and we invoice for services
monthly on a time-incurred basis. We recognize revenue over time utilizing the practical expedient that allows us to recognize revenue
in the amount to which we have a right to invoice.

 Other

 Generally,
we do not provide right of return or warranty on product sales or services performed.

 In
connection with the provision of on-site audits, reimbursable expenses are incurred and billed to customers, and such amounts are recognized
on a gross basis as both revenue and cost of revenue.

 Any
amounts collected on behalf of a third-party and remitted in full to that third-party are excluded from the transaction price and, thus,
revenue.

 Our
business is subject to seasonal fluctuations. Significant portions of our verification and certification service revenue is typically
realized during late May through early October when the calf marketings and the growing seasons are at their peak. Although this seasonality
does not impact our policies for revenue recognition, it does generally impact our results of operations by potentially causing an increase
in our profit margins during May through October and decreased margins during November through April. Additionally, the cattle industry
is cyclical by nature based on factors impacting current and future supplies such as drought-induced feedlot placements, higher cow and
heifer slaughter, and lower auction receipts. The production lags inherent to this industry lead to long-lasting impacts of production
decisions. For example, increased liquidation implies tighter supplies for next year. Similarly, times of herd expansion are typically
a multi-year period. These cycles typically last roughly 10 years. The beginning of 2023 marks the ninth year of the current cycle that
began in 2014. We are currently in the contraction phase of the cycle after peaking in 2018-2019. How long we continue to contract will
be directly impacted by drought and pasture conditions.

 Where

 Notes

 Disaggregation
of Revenue

 We
have identified three material revenue categories in our business: (i) verification and certification service revenue, (ii) product sales,
and (iii) professional service revenue.

attributable to each of our identified revenue categories is disaggregated in the table below (amounts in thousands).

 Schedule of Revenue Attributable to Each of Our Identified Revenue Categories

 Year
 ended December 31, 2023

 Year
 ended December 31, 2022

 Revenues:

 and certification service revenue

 $

 $
 -

 $
 -

 $

 $

 $
 -

 $
 -

 $

 Product sales

 4,001

 -

 -

 4,001

 4,364

 -

 -

 4,364

 services

 -

 1,721

 -

 1,721

 -

 2,871

 -

 2,871

 Total
 revenues

 $
 23,414

 $
 1,721

 $
 -

 $
 25,135

 $
 21,974

 $
 2,871

 $
 -

 $
 24,845

 As
of December 31, 2023 and 2022, accounts receivable from contracts with customers, net of allowance for doubtful accounts, were approximately
$ 2.1 million and $ 2.2 million, respectively.

 As
of December 31, 2023 and 2022, deferred revenue from contracts with customers were approximately $ 1.5 million and $ 1.3 million, respectively.
The balance of the contract liabilities at December 31, 2022 was recognized as revenue in 2023 and the balance at December 31, 2023 is
expected to be recognized as revenue during 2024.

 The
following table reflects the changes in our contract liabilities during the year ended December 31, 2023 and 2022:

 Schedule of Changes in Contract Liabilities

 Deferred revenue (in thousands):

 2023

 2022

 Deferred revenue January 1

 $
 1,278

 $
 1,513

 Unearned billings

 3,618

 3,733

 recognized

 ( 3,411
)

 ( 3,968
)

 Deferred revenue December

 $
 1,485

 $
 1,278

 Cost
of Revenues

 Salaries
and related fringe benefits directly associated with our verification and certification service revenues are allocated to costs of verification
and certification services.

 Costs
of products primarily represents the cost of livestock EID ear tags generally used in connection with our verification programs.

 Costs
of professional services include direct costs of salaries and related fringe benefits, and fees incurred from other service providers
directly related to our professional services revenue.

 Where

 Notes

 Accounts
Receivable and Allowance for Doubtful Accounts

 Our
receivables are generally due from trade customers. Credit is extended based on our evaluation of the customer's financial condition,
and generally collateral is not required. Accounts receivable are generally due approximately 30 days from the invoice date and are stated
at amounts due from customers, net of an allowance for doubtful accounts. Accounts receivable that are outstanding longer than the contractual
payment terms are considered past due. We determine our allowance by considering a number of factors, including the length of time trade
accounts receivable are past due, our previous loss and payment history, the customer's current ability to pay its obligations
to us and the condition of the general economy and the industry as a whole. We write-off accounts receivable when they become uncollectible,
and payments subsequently received on such receivables are credited to the allowance for doubtful accounts. The allowance for doubtful
accounts was approximately $ 55,000, at December 31, 2023 and 2022.

 At
December 31, 2023 and 2022, no single customer accounted for greater than 10% of our accounts receivable balance.

 Fair
Value Measurements

 ASC
Topic 820, Fair Value Measurements and Disclosure, establishes a hierarchy for inputs used in measuring fair value for financial assets
and liabilities that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable
inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based
on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company's assumptions
of what market participants would use in pricing the asset or liability based on the best information available in the circumstances.
The hierarchy is broken down into three levels based on the reliability of the inputs as follows:

 Level 1: Quoted prices available
 in active markets for identical assets or liabilities;

 Level 2: Quoted prices in active markets for
 similar assets and liabilities that are observable for the asset or liability;

 Level 3: Unobservable pricing inputs that
 are generally less observable from objective sources, such as discounted cash or valuation models.

 The
financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement.
The Company's assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect
the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels.

 The
Company's non-recurring fair value measurements include purchase price allocations for the fair value of assets and liabilities
acquired through business combinations.

 The
acquisition of a group of assets in a business combination transaction requires fair value estimates for assets acquired and liabilities
assumed. The fair value of assets and liabilities acquired through business combinations is calculated using a discounted future cash
flows method. The discounted cash flows are developed using the income approach in which a value (based on management's expectations
for the future) is determined by converting anticipated benefits. The fair value measurements are based on significant inputs not observable
in the market and thus represent fair value measurements which are designated as Level 3 inputs within the fair value hierarchy. Key
assumptions and considerations include:

 a)

 A discount rate range of
 19 - 32 percent;

 b)

 Terminal value based on long-term sustainable
 growth rates of 3 percent;

 c)

 Financial data of comparable companies for
 market participant assumptions; and

 d)

 Consideration of the marketability that market
 participants would consider when measuring the fair value of a non-controlling interest in our acquisition.

 Where

 Notes

 Other
Financial Instruments

 The
carrying value of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate their fair value
due to their short maturities. The carrying values shown for short-term investments, long-term investments and notes payable also approximate
fair value because current interest rates and terms offered to us for similar instruments are substantially the same (Level 2 inputs).

consists of cattle identification ear tags and tag readers, which are recorded at the lower of cost or market value, with the cost calculated
using the first-in-first-out (FIFO) method. Market value represents the estimated selling price.

 We
do not manufacture any of the items in inventory. All items in inventory are finished goods. As of December 31, 2023, there is no indication
of obsolescence or impairment of inventory. No items in inventory have been pledged as security.

 Property
and Equipment

 Property
and equipment are recorded at cost and are depreciated using the straight-line method over the estimated useful-lives of the respective
assets. Leasehold improvements are depreciated over the shorter of the lease term, which generally includes reasonably assured option
periods, or the estimated useful-lives of the assets, in accordance with ASC842. All other property and equipment have depreciable lives
which range from two to seven years. Upon retirement or disposal of assets, the accounts are relieved of cost and accumulated depreciation
and the related gain or loss is reflected in earnings.

and Other Intangible Assets

represents the excess of purchase price over fair value of tangible net assets of acquired businesses at the acquisition date, after
amounts allocated to other identifiable intangible assets. Factors that contribute to the recognition of goodwill include synergies that
are specific to our business and not available to other market participants and are expected to increase net sales and profits; acquisition
of a talented workforce; cost savings opportunities; the strategic benefit of expanding our presence in core and adjacent markets; and
diversifying our product portfolio.

 The
fair values of other identifiable intangible assets are determined using the income approach or fair value measurement. Other intangible
assets include, but are not limited to, developed technology, customer
relationships, accreditations, tradenames/trademarks, patents and digital assets. Intangible assets
with determinable useful-lives are amortized on a straight-line basis over their estimated useful-lives of two to 15 years. Certain acquired
trade names and digital assets are considered to have indefinite lives and are not amortized but are assessed at least annually for potential
impairment as described below.

 Where

 Notes

 Goodwill,
Intangibles and Long-Lived Asset Impairment Tests

 We
perform our annual impairment test for goodwill in the fourth quarter of each year. We consider qualitative indicators of the fair value
of a reporting unit when it is unlikely that a reporting unit has impaired goodwill. In certain circumstances, we may also utilize a
discounted cash flow analysis that requires certain assumptions and estimates be made regarding market conditions and our future profitability.
Indefinite-lived intangible assets are also tested at least annually for impairment by comparing the individual carrying values to the
fair value.

 We
review long-lived assets for indicators of impairment whenever events or changes in circumstances indicate that the carrying amount may
not be recoverable, or at least annually. The evaluation is performed at the lowest level of identifiable cash flows. Undiscounted cash
flows expected to be generated by the related assets are estimated over the asset's useful life based on updated projections. If
the evaluation indicates that the carrying amount of the asset may not be recoverable, any potential impairment is measured based upon
the fair value of the related asset or asset group as determined by an appropriate market appraisal or other valuation technique.

 We
determine the fair value of our digital assets on a quarterly basis based on quoted prices on the active exchange(s) that we have determined
is the principal market for such assets. We perform an analysis each quarter to identify whether significant events or changes in circumstances,
indicate that it is more likely than not that our digital assets are permanently impaired. In determining if an impairment has occurred,
we consider the lowest market price of one unit of digital asset quoted on an active exchange since acquiring the digital asset. If the
current carrying value of a digital asset significantly exceeds the fair value so determined, a permanent impairment loss has occurred
with respect to the digital assets in the amount equal to the difference between their carrying values and the price determined.

 Research
and Development and Software Development Costs

 Research
and development costs are charged to operations as incurred. We did not incur any research and development expense in 2023 and 2022.

 Internal
use software development costs represent the capitalization of certain external and internal computer software costs incurred during
the application development stage. The application development stage is characterized by software design and configuration activities,
coding, testing and installation. Training costs and maintenance are expensed as incurred, while upgrades and enhancements are capitalized
if it is probable that such expenditures will result in additional functionality.

 Website
software development costs related to certain planning and training costs incurred in the development of website software are expensed
as incurred, while application development stage costs are capitalized.

 Advertising
and Marketing Expenses

 Advertising
and marketing costs are expensed as incurred. Total advertising and marketing expenses for the years ended December 31, 2023 and 2022,
were approximately $ 0.3 million and $ 0.2 million, respectively.

 Where

 Notes

Taxes

 We
record income taxes under the asset and liability method. Deferred tax assets and liabilities reflect our estimation of the future tax
consequences of temporary differences between the carrying amounts of assets and liabilities for book and tax purposes. We determine
deferred income taxes based on the differences in accounting methods and timing between financial statement and income tax reporting.
Accordingly, we determine the deferred tax asset or liability for each temporary difference based on the enacted tax rates expected to
be in effect when we realize the underlying items of income and expense. We consider all relevant factors when assessing the likelihood
of future realization of our deferred tax assets, including our recent earnings experience by jurisdiction, expectations of future taxable
income and the carryforward periods available to us for tax reporting purposes, as well as assessing available tax planning strategies.
We may establish a valuation allowance to reduce deferred tax assets to the amount we believe is more likely than not to be realized.
Due to inherent complexities arising from the nature of our businesses, future changes in income tax law, tax sharing agreements or variances
between our actual and anticipated operating results, we make certain judgments and estimates. Therefore, actual income taxes could materially
vary from these estimates.

 The
accounting standard related to income taxes applies to all tax positions and defines the confidence level that a tax position must meet
in order to be recognized in the financial statements. The accounting standard requires that the tax effects of a position be recognized
only if it is "more-likely-than-not" to be sustained by the taxing authority as of the reporting date. If a tax position
is not considered "more-likely-than-not" to be sustained, then no benefits of the position are to be recognized. Differences
between financial and tax reporting which do not meet this threshold are required to be recorded as unrecognized tax benefits. This standard
also provides guidance on the presentation of tax matters and the recognition of potential Internal Revenue Service interest and penalties.
As of December 31, 2023 and 2022, the Company did not have an unrecognized tax liability.

 The
Company classifies penalty and interest expense related to income tax liabilities as an income tax expense. The Company did not incur
any material interest and penalties for the years ended December 31, 2023 and 2022.

 The
Company files income tax returns in the U.S. and various state jurisdictions, and there are open statutes of limitation for taxing authorities
to audit our tax returns from 2020 through the current period.

 Stock-Based
Compensation

 The
Company recognizes all equity-based compensation as stock-based compensation expense based on the fair value of the compensation measured
at the grant date. For stock options, fair value is calculated at the date of grant using the Black-Scholes-Merton option-pricing model.
For stock awards, fair value is the closing stock price for the Company's common stock on the grant date. The expense is recognized
over the vesting period of the grant.

 Calculating
stock-based compensation expense using the Black-Scholes-Merton option-pricing model requires the input of highly subjective assumptions,
including the expected term of the stock-based awards, stock price volatility, and the pre-vesting option forfeiture rate. We consider
many factors when estimating expected forfeitures, including the types of awards, employee classification and historical experience.
Actual forfeitures may differ substantially from our current estimate. Under this pricing model, which incorporates ranges of assumptions
for inputs, our assumptions are as follows:

 Dividend yield is based on
 our historical policy of not paying cash dividends.

 Expected volatility assumptions were derived
 from our actual volatilities.

 The risk-free interest rate is based on the
 U.S. Treasury yield curve in effect at the date of grant with maturity dates approximately equal to the expected term at the grant
 date.

 The expected term of options represents the
 period of time that options granted are expected to be outstanding giving consideration to vesting schedules, based on historical exercise
 patterns, which we believe are representative of future behavior.

 Where

 Notes

 Leases

 In
accordance with ASU 2016-02: Leases (Topic 842), we determine if an arrangement is a lease at inception. Operating leases are included
in the right-of-use (ROU) assets, current operating lease liabilities and noncurrent operating lease liabilities in our consolidated
balance sheet. Finance leases are included in property and equipment, current finance lease obligations and long-term finance lease obligations
in our consolidated balance sheet.

 ROU
assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease
payments arising from the lease. ROU assets and liabilities are recognized at the lease commencement date based on the estimated present
value of lease payments over the lease term.

 As
the discount rates in the Company's lease are not implicit, the Company estimated the incremental borrowing rate based on the rate
of interest the Company would have to pay to borrow a similar amount on a collateralized basis over a similar term.

 Our
lease term includes options to extend the lease when it is reasonably certain that we will exercise that option. Leases with a term of
 12 months or less are not recorded on the balance sheet. Our lease agreements do not contain any residual value guarantees.

 We
have operating and finance leases for corporate offices, other regional offices, and certain equipment. Our leases have remaining lease
terms of 1 year to 15 years, some of which include multiple options to extend the leases for up to 5 years each.

 Recent
Accounting Pronouncements

 The
Financial Accounting Standards Board (FASB) Accounting Standards Codification is the sole source of authoritative GAAP other than SEC
issued rules and regulations that apply only to SEC registrants. The FASB issues an Accounting Standards Update (ASU) to communicate
changes to the codification. The Company considers the applicability and impact of all ASU's. ASU's not listed below were
assessed and determined to be either not applicable or are not expected to have a material impact on the consolidated financial statements.

 Recently
Adopted Accounting Pronouncements

 On
January 1, 2023, we adopted ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement
of Credit Losses on Financial Instruments, which adds a new Topic 326 to the Codification and removes the thresholds that companies apply
to measure credit losses on financial instruments measured at amortized cost, such as loans, receivables, and held-to-maturity debt securities.
The adoption of this update did not have an impact on our Consolidated Financial Statements.

 Where

 Notes

 Recently
Issued Accounting Pronouncements

 In
October 2023, the FASB issued ASU 2023-06, Disclosure Improvements, which will modify the disclosure or presentation requirements of
a variety of Topics in the Codification. The updates align the requirements in the Codification with the SEC's regulations. The
effective date is anticipated to be June 30, 2027. At this time, management has not determined the impact on its financial statements.

 In
November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 28); Improvements to Reportable Segment Disclosures, which improves
reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The Company will
be required to adopt this update January 1, 2024 for annual reporting and January 1, 2025 for quarterly reporting. At this time, management
is determining the extent of enhanced disclosures on its financial statements.

 In
December 2023, the FASB issued ASU 2023-08, Intangibles – Goodwill and Other – Crypto Assets (Subtopic 350-60); Accounting
for and Disclosure of Crypto Assets, which better reflects the economics of crypto assets, measuring those assets at fair value versus
the current cost-less-impairment accounting model. An entity is required to measure crypto assets at fair value with changes recognized
in net income each reporting period and report the crypto asset fair value separately from other intangible assets in the balance sheet.
The Company will be required to adopt this accounting standard January 1, 2025, but may choose to early implement. As of December 31,
2023, management estimates the Company's crypto asset fair value would have been reported at $ 0.3 million and if the standard had
been early implemented, an unrealized gain of approximately $ 0.2 million would have been recognized for the year ending December 31,
2023.

 In
December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740); Improvements to Income Tax Disclosures, which enhance the transparency
and decision usefulness of tax disclosures. The Company will be required to adopt this update January 1, 2025 for annual reporting. At
this time, management is determining the extent of enhanced disclosures on its financial statements.

 Note
3 - Property and Equipment

 The
major categories of property and equipment are as follows as of December 31st:

 Schedule of Property and Equipment

 2023

 2022

 (in thousands)

 Automobiles

 $

 $

 Furniture and office equipment

 Software and tools

 1,466

 1,927

 Website development and other enhancements

 Building and leasehold
 improvements

 Property and equipment, gross

 3,183

 3,646

 Less accumulated depreciation

 2,339

 2,648

 Property and equipment,
 net

 $

 $

 As
of December 31, 2023, the Company disposed of software acquired during the acquisition of SHS in the amount of $ 0.6 million, which was
fully depreciated. Management determined the software was no longer going to be utilized for its intended purpose of external sale.

 Where

 Notes

 Total
depreciation expense for the years ended December 31, 2023 and 2022 was approximately $ 0.3
 million and $ 0.4
 million, respectively. Depreciation expense for
assets recorded under finance leases for the years ended December 31, 2023 and 2022 was approximately $ 15,000 and $ 10,000, respectively.

 Note
4 – Equity Investments

 On
 August 9, 2018, the Company purchased a ten percent membership interest in Progressive Beef, LLC ("Progressive
Beef") for approximately $ 1.0 million funded by a combination of cash and stock of the Company. Where Food Comes From is the primary
certifier for Progressive Beef. As of December 31, 2023 and 2022, the Company received dividend income of approximately $ 0.3 million,
from Progressive Beef representing a distribution of their earnings. The income is reflected within the "other (expense) income"
section of the Company's Consolidated Statements of Income for the years ended December 31, 2023 and 2022. The investment is accounted
for as a financial instrument under ASC 321 and the Company has elected to apply the practical expedient to value the investment at cost
minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or
similar investment of the same issuer. The Company completed a qualitative assessment and determined that there were no impairment indicators
as of December 31, 2023 and 2022.

 On
March 29, 2023, the Company made an equity investment of $ 0.2 million in a private placement of ShellFish Solutions, Inc. dba BlueTrace,
Inc. ("BlueTrace") Series Seed 2 Preferred Stock. The Company accounts for its investment in BlueTrace at cost, in accordance
with Accounting Standard Update ("ASU") 2016-01: Financial Instruments – Overall (Subtopic 825-10): Recognition
and Measurement of Financial Assets and Financial Liabilities.

 Note
5 – Intangible and Other Assets

 The
following table summarizes our intangible assets as of:

 Schedule of Intangible and Other Assets

 Estimated

 2023

 2022

 Useful
 Life

 Intangible assets subject to amortization (in
 thousands):

 Tradenames
 and trademarks

 $

 $

 2.5
 - 8.0 years

 Accreditations

 5.0
 years

 Customer relationships

 3,937

 3,664

 3.0
 - 15.0 years

 Patents

 4.0
 years

 Non-compete
 agreements

 5.0
 years

 Intangible and other assets, gross

 5,520

 5,247

 Less
 accumulated amortization

 3,821

 3,511

 Intangible and other assets, Net

 1,699

 1,736

 Cryptocurrency (not subject
 to amortization)

 Tradenames/trademarks
 (not subject to amortization)

 Intangible assets

 2,280

 2,317

 Other
 assets

 Intangible
 and other assets:

 $
 2,303

 $
 2,340

 In
December 2023, the Company acquired the Upcycled Certified Program from the Upcycled Food Association. Assets acquired included
intellectual property, trademarks and a customer list for $ 0.3 million. The upcycled food movement is closely aligned with broader sustainability
trends in the United States and around the world. This acquisition enables the company to meet growing consumer demand for products that
contain upcycled food ingredients and be part of the food waste solution.

 Where

 Notes

 We
reviewed our long-lived assets for indicators of impairment in 2023 and 2022 and concluded in
each year that no impairments exist. For the period ending December 31, 2023, we have not sold any digital assets and have not recognized
an impairment loss related to our investment in cryptocurrency. As of December 31, 2023 and 2022, the carrying value of our digital assets
held was $ 116,000.

 Amortization
expense for each of the years ended December 31, 2023 and 2022 was approximately $ 0.3 million.

 As
of December 31, 2023, future scheduled amortization of intangible assets is as follows (in thousands):

 Schedule of Future Amortization of Intangible Assets

 2024

 $

 Fiscal
 year ending December 31:

 2024

 $

 2025

 2026

 2027

 2028

 Thereafter

 Intangible
 and other assets, net

 $
 1,699

 Note
6 – Goodwill

 Annual
Impairment Test of Goodwill

 We
performed a qualitative assessment on each of our reporting units for our 2023 annual test and concluded that it was more-likely-than-not
that the fair value of the reporting unit exceeded its carrying value and, therefore, a two-step impairment test was not necessary. The
qualitative assessment compares current performance, expectations and other indicators against what was expected as part of the most
recent Step 1 valuation. Consequently, the key estimates and assumptions related to the most recent Step 1 valuation pertaining to this
reporting unit had not changed since our previous annual report.

 Note
7 – Accrued Expenses and Other Current Liabilities

 The
following table summarizes our accrued expenses and other current liabilities as of (in thousands):

 Schedule of Accrued Expenses and Other Current Liabilities

 2023

 2022

 Income and sales taxes payable

 $

 $

 Payroll related accruals

 Customer deposits

 Professional fees and
 other expenses

 Accrued
 expenses and other current liabilities

 $

 $

 Where

 Notes

 Note
8 - Notes Payable and Lease Obligations

 Unison
Revolving Line of Credit

 The
Company has a revolving line of credit ("LOC") agreement which matures on April 12, 2025. The LOC provides for $ 75,080 in
working capital. The interest rate is at the Wall Street Journal prime rate plus 1.50 % and is adjusted daily. Principal and interest
are payable upon demand, but if demand is not made, then annual payments of accrued interest only are due, with the principal balance
due upon maturity. As of December 31, 2023 and 2022, the effective interest rate was 10.0 % and
 9.0 %, respectively. The LOC is collateralized by all the business assets of WFCFO. As of December 31, 2023 and 2022, there were no amounts
outstanding under this LOC.

 Lease
Obligations

 We
have operating and finance leases for corporate offices, other regional offices, and certain equipment. Our leases have remaining lease
terms of 1 year to 15 years, some of which include multiple options to extend the leases for up to 5 years each.

 The
components of lease expense were as follows (in thousands):

 Schedule of Lease Expense

 2023

 2022

 Year
 Ended December 31,

 2023

 2022

 Operating lease cost

 $

 $

 Finance lease cost

 Amortization of assets

 Interest on finance lease
 obligations

 Variable lease cost

 -

 -

 Total net lease cost

 $

 $

 Included
in the table above, is approximately $ 0.4 million for the years ended December 31, 2023 and 2022, of operating lease cost for our corporate
headquarters. This space is being leased from The Move,
LLC. Our CEO and President, each a related party to WFCF, have a 24.3 % jointly-held ownership interest in The Move, LLC.

 Rent
and lease expense for each of the years ended December 31, 2023 and 2022 was approximately $ 0.7 million.

 Where

 Notes

 Supplemental
balance sheet information related to leases was as follows (in thousands):

 Schedule of Supplemental Balance Sheet Information Related to Leases

 Operating
 leases:

 Related
 Party

 Other

 Total

 Related
 Party

 Other

 Total

 31, 2023

 31, 2022

 Operating
 leases:

 Related
 Party

 Other

 Total

 Related
 Party

 Other

 Total

 Operating lease
 ROU assets

 $
 2,158

 $

 $
 2,245

 $
 2,369

 $

 $
 2,562

 Current operating lease
 liabilities

 Noncurrent operating lease
 liabilities

 2,407

 2,447

 2,656

 2,745

 Total operating lease liabilities

 $
 2,656

 $

 $
 2,745

 $
 2,880

 $

 $
 3,086

 Finance leases:

 31, 2023

 31, 2022

 Right of use
 asset, at cost

 $

 $

 Accumulated
 amortization

 ( 25
)

 ( 25
)

 Right
 of use asset, net

 $

 $

 Current obligations of finance leases

 $

 $

 Finance leases, net
 of current obligations

 Total
 finance lease liabilities

 $

 $

 Weighted average remaining lease term (in years):

 Operating leases

 7.4

 8.2

 Finance leases

 3.7

 4.4

 Weighted average discount rate:

 Operating leases

 5.8
 %

 5.8
 %

 Finance leases

 8.3
 %

 7.8
 %

 Supplemental
cash flow and other information related to leases was as follows (in thousands):

 Schedule of Supplemental Cash Flow Information Related to Leases

 2023

 2022

 Year
 Ended December 31,

 2023

 2022

 Cash paid for amounts included in the measurement
 of lease liabilities:

 Operating cash
 flows from operating leases

 $

 $

 Operating cash flows from
 finance leases

 $

 $

 Financing cash flows from
 finance leases

 $

 $

 Right of use assets obtained in exchange for
 lease liabilities:

 Operating leases

 $
 -

 $

 Maturities
of lease liabilities were as follows (in thousands):

 Schedule of Maturities of Operating Lease and Finance Lease Liabilities

 Years
 Ending December 31st,

 Operating
 Leases

 Finance
 Leases

 2024

 2025

 2026

 2027

 2028

 -

 Thereafter

 1,205

 -

 Total
 lease payments

 3,389

 Less
 amount representing interest

 ( 644
)

 ( 9
)

 Total
 lease obligations

 2,745

 Less
 current portion

 ( 298
)

 ( 14
)

 Long-term
 lease obligations

 $
 2,447

 $

 Where

 Notes

 Note
9 - Income Taxes

 The
provision for income taxes consists of the following (in thousands):

 Schedule of Provision for Income Taxes

 2023

 2022

 31,

 2023

 2022

 Current income tax expense:

 Federal

 $

 $

 State

 Total
 current income tax expense

 Deferred income tax expense / (benefit):

 Federal

 ( 50
)

 State

 ( 8
)

 Total
 deferred income tax expense / (benefit)

 ( 58
)

 Total income tax expense

 $

 $

 The
reconciliation of income taxes calculated at the statutory rates to our effective tax rate is as follows (in thousands):

 Schedule of Reconciliation of Income Taxes

 2023

 2022

 31,

 2023

 2022

 Expected tax expense

 $

 $

 State tax provision, net

 Permanent differences

 Foreign

 Stock options

 ( 1
)

 Other, net

 Total income tax expense

 $

 $

 The
income tax effects of temporary differences that give rise to significant portions of deferred tax assets (liabilities) are as follows
(in thousands):

 Schedule of Deferred Tax Assets (Liabilities)

 2023

 2022

 31,

 2023

 2022

 Deferred tax assets (liabilities):

 Accruals and
 other

 $

 $

 Stock based compensation

 Property and equipment

 Intangibles
 assets

 Net
 deferred tax assets

 Where

 Notes

 Note
10 – Stock Buyback Plan

 On
September 30, 2019, our Board of Directors approved a new plan to buyback up to 2.5 million additional shares of our common stock from
the open market ("Stock Buyback Plan").

 Schedule of Stock Buyback Plan

 (in thousands, except per share
 cost)

 Number
 of Shares

 Cost
 of Shares

 Average
 Cost per Share

 Balance, January 1, 2022

 $
 3,807

 $
 9.09

 Shares purchased during 2022

 3,456

 11.23

 Balance, December 31, 2022

 7,263

 10.00

 Shares purchased during 2023

 3,956

 13.78

 Balance, December 31, 2023

 1,014

 $
 11,219

 $
 11.06

 The
repurchased shares are recorded as part of treasury stock and are accounted for under the cost method.

 Our
Stock Buyback Plan has been and will be used to return capital to shareholders and to minimize the dilutive impact of stock options and
other share-based awards. In the future, we may consider additional share repurchases under our plan based on several factors, including
our cash position, share price, operational liquidity, and planned investment and financing needs.

 Note
11 – Stock-Based Compensation

 In
addition to cash compensation, the Company may compensate certain service providers, including employees, directors, consultants, and
other advisors, with equity-based compensation in the form of stock options and stock awards. The Company recognizes all equity-based
compensation as stock-based compensation expense based on the fair value of the compensation measured at the grant date. For stock options,
fair value is calculated at the date of grant using the Black-Scholes-Merton option-pricing model. For stock awards, fair value is the
closing stock price for the Company's common stock on the grant date. The expense is recognized over the vesting period of the
grant. For the periods presented, all stock-based compensation expense was classified as a component within selling, general and administrative
expense in the Company's consolidated statements of income.

 The
amount of stock-based compensation expense is as follows (in thousands):

 Schedule of Stock-based Compensation Expense

 2023

 2022

 Year ended December 31,

 2023

 2022

 Stock options

 $

 $

 Stock awards

 Total

 $

 $

 Stock-based
 compensation expense

 $

 $

 Where

 Notes

 As
of December 31, 2023, the estimated unrecognized compensation cost from unvested awards which will be recognized ratably over the remaining
vesting phase is as follows (in thousands):

 Schedule of Unrecognized Compensation Cost from Unvested Awards

 Years
 ended December 31st:

 Unvested
 stock options

 Unvested
 restricted stock awards

 Total
 unrecognized compensation expense

 2024

 $

 $
 -

 $

 2025

 -

 -

 -

 $

 $
 -

 $

 Equity
Incentive Plans

 Our
2006 Equity Incentive Plan (the "2006 Plan") and 2016 Equity Incentive Plan (the "2016 Plan," and together with
the 2006 Plan, the "Plans") provide for the issuance of stock-based awards to employees, officers, directors and consultants.
The Plans permit the granting of stock awards and stock options. The vesting of stock-based awards is generally subject to the passage
of time and continued employment through the vesting period.

 Our
2006 Plan provided for the issuance of a maximum of 3.0 million shares of our common stock. The 2006 Plan terminated in September 2016.
As of December 31, 2023, the 2006 Plan had 1,750 awards outstanding.

 Our
2016 Plan was ratified by our shareholders in May 2016 and provides for the issuance of a maximum of 5.0 million shares of our common
stock, of which 4.9 million shares were still available for issuance as of December 31, 2023.

 Stock
Option Activity

 The
Company generally grants stock options to directors, eligible employees and officers as a part of its equity incentive plan. Restrictions
and vesting periods for the stock option grants are set forth in the award agreements. A stock option grant represents an option to purchase
a defined number of shares of the Company's common stock to be released from restrictions upon completion of the vesting period.
The awards typically vest in equal increments over one to three years. Stock option activity during 2023 and 2022 is summarized as follows:

 Schedule
of Stock Option Activity

 Weighted avg.

 Weighted avg.

 Weighted avg.

 remaining

 Number of

 exercise price

 grant date fair

 contractual life

 Aggregate

 awards

 per
 share

 value
 per share

 (in
 years)

 intrinsic
 value

 Outstanding,
 January 1, 2022

 100,235

 $
 8.36

 $
 7.53

 5.88

 $
 620,445

 Granted

 -

 -

 -

 -

 Exercised

 ( 7,750
)

 4.69

 6.06

 2.45

 Expired/Forfeited

 ( 138
)

 7.20

 7.08

 -

 Outstanding,
 December 31, 2022

 92,347

 $
 8.67

 $
 7.77

 5.31

 $
 502,688

 Granted

 -

 -

 -

 -

 Exercised

 ( 12,628
)

 5.31

 5.44

 0.30

 Expired/Forfeited

 ( 6,250
)

 10.20

 10.06

 -

 Outstanding,
 December 31, 2023

 73,469

 $
 8.84

 $
 7.97

 5.07

 $
 346,125

 Exercisable,
 December 31, 2023

 67,796

 $
 8.65

 $
 7.73

 4.86

 346,125

 Unvested,
 December 31, 2023

 5,673

 $
 14.77

 $
 10.90

 7.50

 -

 Where

 Notes

 The
aggregate intrinsic value of stock options represents the total pre-tax intrinsic value (the aggregate difference between the closing
stock price of our common stock on December 31, 2023 and the exercise price for in-the-money options) that would have been received by
the option holders if all in-the-money options had been exercised on December 31, 2023.

 During
the year ended December 31, 2023, a total of 6,250 options were forfeited, of which all were vested. The options were forfeited upon
the employees' termination from the Company. During the year ended December 31, 2022, a total of 138 options were forfeited, all
of which were vested.

 Stock
Activity

 The
Company grants shares of stock to directors, eligible employees and officers as a part of its equity incentive plan. Any restrictions
and vesting periods for the awards are set forth in the award agreements. Each share of stock represents one share of the Company's
common stock. Shares of stock are valued at the closing price of the Company's common stock on the grant date and are recognized
as selling, general and administrative expense over the vesting period of the award.

 During
2023, the Company awarded 2,500 shares of the Company's stock at a fair market value price of $ 13.74 to members of the board of
directors, with immediate vesting.

 During
2022, the Company awarded 1,500 shares of the Company's common stock at a fair market value price of $ 13.45 per share to an employee
of the Company, with immediate vesting. The Company awarded 2,500 shares of the Company's stock at a fair market value price of
$ 14.40 to members of the board of directors, with immediate vesting.

 Note
12 - Basic and Diluted Net Income per Share

 Basic
net income per share was computed by dividing income available to common shareholders by the weighted average number of common shares
outstanding during the period. Diluted net income per share is based on the assumption that all dilutive convertible shares and stock
options were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options, restricted
stock awards and stock awards are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and
as if funds plus unrecognized stock-based compensation obtained thereby were used by the Company to purchase common stock at the average
market price during the period.

 The
following is a reconciliation of the share data used in the basic and diluted income per share computations:

 Schedule of Reconciliation of Basic and Diluted Income Per Share Computations

 (in thousands)

 2023

 2022

 Year
 ended December 31,

 (in thousands)

 2023

 2022

 Basic:

 Weighted average shares outstanding

 5,485

 5,955

 Diluted:

 Weighted average shares outstanding

 5,485

 5,955

 Weighted average effects of dilutive securities

 Total

 5,548

 6,035

 Antidilutive securities:

 The
effect of the inclusion of the antidilutive shares would have resulted in an increase in earnings per share. Accordingly, the weighted
average shares outstanding have not been adjusted for antidilutive shares.

 Where

 Notes

 Note
13 - Related Party Transactions

 In
2023 and 2022, we recorded total net revenue of approximately $ 46,000 and $ 48,000, respectively, from related parties. The related parties
consisted of a business owned by the father of Leann Saunders, our President, and businesses owned by members of our Board of Directors.

 The
Company leases its corporate headquarters from a company in which our CEO and President have a 24.3 % jointly-held ownership interest
(Note 14). Under the related party arrangement, a pproximately
$ 0.5 million was paid in rent and CAM for our corporate headquarters was included in the consolidated statements of income for each of
the years ended December 31, 2023 and 2022.

 Note
14 – Commitments and Contingencies

 Operating
Leases & Lease Incentive Obligation

 The
Company leases approximately 15,700 square feet of office space for its corporate headquarters. This space is being leased from The Move,
LLC in which our CEO and President, each a related party to the Company, have a 24.3 % jointly-held ownership interest. The lease agreement
has an initial term of five years plus two renewal periods, which the Company is more likely than not to renew. Total rental payments
are approximately $ 45,500 per month as of December 31, 2023. The rental payments include common area charges and are subject to annual
increases over the term of the lease.

 The
Company has recorded leasehold improvements of approximately $ 0.8 million, which included approximately $ 0.4 million in lease incentives.
Leasehold improvements are included in property and equipment on the consolidated balance sheets. Lease incentives have been included
in calculating the lease liability recorded on the balance sheet.

 In
September 2017, the Company entered into a new lease agreement for our Urbandale, Iowa office space. The lease was for a period of two
years and expired on August 31, 2019. This lease was extended twice (2) for additional 3 years terms, with the current extension terminating
on August 31, 2025. Rental payments are approximately $ 3,500 per month, which includes common area charges, and are not subject to annual
increases over the term of the lease.

 In
December 2018, we entered into a new lease agreement in San Ramon, California for SureHarvest and JVF office space. The lease is for
a period of sixty-six months and expires on May 1, 2024. Rental payments are approximately $ 7,000 per month as of December 31, 2023,
which includes common area charges, and are subject to annual increases over the term of the lease. Management is actively reviewing
its options for renewal or relocation.

 In
June 2021, the Company entered into a new lease agreement in Victoria, British Columbia, Canada for Postelsia office space. The lease
is for a period of two years and expired on May 31, 2023. Currently, the office space is leased on a month-to-month basis and payments
are approximately Canadian dollar 500 per month, which includes common area charges.

 In
December 2021, the Company entered into a lease agreement for the Medina, North Dakota office space. The lease is for sixty-one months
and expires on December 31, 2026. Rental payments are approximately $ 1,000 per month, which includes common area charges, and are not
subject to annual increases over the term of the lease.

 See
Note 8 of our Consolidated Financial Statements for a detailed description of maturities of lease liabilities related to our leases.

 Where

 Notes

 Legal
Proceedings

 From
time to time, we may become involved in various legal actions, administrative proceedings and claims in the ordinary course of business.
We generally record losses for claims in excess of the limits of purchased insurance in earnings at the time and to the extent they are
probable and estimable.

 Employee
Benefit Plan

 The
Company has established a 401(k) plan for the benefit of our employees. The plan covers substantially all of our employees who have attained
age 21. We may make a discretionary matching contribution in an amount that is determined by our Board of Directors. If a matching contribution
is made, the amount cannot exceed the elective deferral contributions. For each of the years ended December 31, 2023 and 2022, we made
aggregate matching contributions of approximately $ 0.3 and $ 0.2 million, respectively.

 Note
15 – Supplemental Cash Flow Information

 Schedule of Supplemental Cash Flow Information

 2023

 2022

 Year
 ended December 31,

 2023

 2022

 Cash paid during the year:

 Interest expense

 $
 -

 $
 -

 Income taxes

 $

 $
 1,084

 Non-cash investing and financing activities:

 Equipment acquired under
 a finance lease

 $
 -

 $

 Note
16 - Segments

 With
each acquisition, we assess the need to disclose discrete information related to our operating segments. Because of the similarities
of certain of our acquisitions that provide certification and verification services, we aggregate operations into one verification and
certification reportable segment. The operating segments included in the aggregated verification and certification segment include IMI
Global, WFCFO, and Validus. The factors considered in determining this aggregated reporting segment include the economic similarity of
the businesses, the nature of services provided, production processes, types of customers and distribution methods.

 The
Company also determined that it has a professional services reportable segment. SureHarvest, which includes Postelsia, is the sole operating
segment. This segment includes consulting, data analysis and other reporting service revenues.

 The
Company's chief operating decision maker (the Company's CEO) allocates resources and assesses the performance of its operating
segments. Segment management makes decisions, measures performance, and manages the business utilizing internal reporting operating segment
information. Performance of operating segments are based on net sales, gross profit, selling, general and administrative expenses and
most importantly, operating income.

 Where

 Notes

 The
Company eliminates intercompany transfers between segments for management reporting purposes. The following table shows information for
reportable operating segments (in thousands):

 Schedule
of Operating Segments

 Year
 ended December 31, 2023

 Year
 ended December 31, 2022

 Assets:

 $
 1,947

 $

 $
 -

 $
 2,946

 $
 1,947

 $

 $
 -

 $
 2,946

 All other assets, net

 3,501

 2,707

 7,132

 13,340

 9,949

 3,182

 2,219

 15,350

 Total assets

 $
 5,448

 $
 3,706

 $
 7,132

 $
 16,286

 $
 11,896

 $
 4,181

 $
 2,219

 $
 18,296

 Revenues:

 Verification and certification service revenue

 $

 $
 -

 $
 -

 $

 $

 $
 -

 $
 -

 $

 Product sales

 4,001

 -

 -

 4,001

 4,364

 -

 -

 4,364

 Professional services

 -

 1,721

 -

 1,721

 -

 2,871

 -

 2,871

 Total revenues

 $
 23,414

 $
 1,721

 $
 -

 $
 25,135

 $
 21,974

 $
 2,871

 $
 -

 $
 24,845

 Costs of revenues:

 Costs of verification and certification services

 -

 -

 9,748

 -

 -

 9,748

 Costs of products

 2,272

 -

 -

 2,272

 2,333

 -

 -

 2,333

 Costs of professional
 services

 -

 1,355

 -

 1,355

 -

 2,296

 -

 2,296

 Total costs of revenues

 13,258

 1,355

 -

 14,613

 12,081

 2,296

 -

 14,377

 Gross profit

 10,156

 -

 10,522

 9,893

 -

 10,468

 Depreciation & amortization

 -

 -

 Other
 operating expenses

 6,885

 -

 7,191

 6,805

 -

 7,051

 Segment operating
 income/(loss)

 $
 2,805

 $
 ( 108
)

 $
 -

 $
 2,697

 $
 2,506

 $

 $
 -

 $
 2,652

 Other items to reconcile segment operating
 income/(loss) to net income/(loss):

 Other income/(loss)

 ( 6
)

 -

 ( 38
)

 -

 Income tax benefit/(expense)

 -

 -

 ( 913
)

 ( 913
)

 -

 -

 ( 822
)

 ( 822
)

 Net income/(loss)

 $
 3,179

 $
 ( 114
)

 $
 ( 913
)

 $
 2,152

 $
 2,708

 $

 $
 ( 822
)

 $
 1,994

 Note
17 – Subsequent Events

 The
Company has had no material, significant or unusual transactions or events from the financial statement date through the issuance of
the financial statements.

 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

 Our
Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company's "disclosure controls and
procedures" pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In
designing and evaluating the disclosure controls and procedures, our management recognizes that any controls and procedures, no matter
how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design
of disclosure controls and procedures must reflect the fact that there are resource constraints and that our management is required to
apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Based on this evaluation,
our Chief Executive Officer and our Chief Financial Officer concluded that, as of December 31, 2023, our disclosure controls and procedures
were effective.

 Attestation
Report of the Registered Public Accounting Firm

 This
annual report does not include an attestation report of the Company's independent registered public accounting firm regarding internal
control over financial reporting. Management's report was not subject to attestation by the Company's independent registered
public accounting firm pursuant to rules of the SEC that permit the Company to provide only management's report in this annual
report.

 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)
of the Exchange Act. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements
and can only provide reasonable assurance with respect to financial statement preparation. Also, projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.

 There
have not been any changes in the Company's internal control over financial reporting (as such term is defined in Rule 13a-15(f)
under the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect,
the Company's internal control over financial reporting.

 Management
assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2023. In making this assessment,
management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in
Internal Control-Integrated Framework (2013). Based on this assessment, management has concluded that the Company's internal control
over financial reporting was effective as of December 31, 2023.

 ITEM
9B. OTHER INFORMATION

 None.

 ITEM
9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 Not
applicable.

 PART
III

 ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 Information
relating to directors required by Item 10 will be included in our definitive proxy statement with respect to our 2024 Annual Meeting
of Shareholders (the "Proxy Statement"), which will be filed within 120 days after the close of the 2023 fiscal year, and

 Information
relating to compliance with Section 16(a) of the Exchange Act required by Item 10 will be included in our Proxy Statement, which will
be filed within 120 days after the close of the 2023 fiscal year, and is hereby incorporated by reference.

 Information
regarding executive officers is included in Part I of this Annual Report on Form 10-K under the caption "Information About our
Executive Officers."

 Our
Board of Directors has adopted a code of business conduct and ethics (the "Code of Conduct"), which is posted on our website
at www.wherefoodcomesfrom.com. Our Code of Conduct applies to all employees, including our Chief Executive Officer, Chief Financial Officer
and Controller. The Code of Conduct sets forth specific policies to guide the designated officers in their duties. We intend to satisfy
the disclosure requirement under Item 5.05 of Form 8-K regarding any amendment to, or waiver from, a provision of the Code of Conduct
by posting such information on our website, at the address and location specified above.

 ITEM
11. EXECUTIVE COMPENSATION

 This
information will be included in our Proxy Statement, which will be filed within 120 days after the close of the 2023 fiscal year, and

 ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 This
information will be included in our Proxy Statement, which will be filed within 120 days after the close of the 2023 fiscal year, and

 ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 This
information will be included in our Proxy Statement, which will be filed within 120 days after the close of the 2023 fiscal year, and

 ITEM
14. PRINCIPAL ACCOUNTING FEES AND SERVICES

 This
information will be included in our Proxy Statement, which will be filed within 120 days after the close of the 2023 fiscal year, and

 ITEM
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 Exhibit
 Number

 Document
 Name

 2.1

 Asset
 Purchase and Contribution Agreement, dated as of September 16, 2013, by and among Praedium Ventures, LLC; the Members of Praedium
 Ventures, LLC; Where Food Comes From, Inc. and Validus Verification Services LLC

 by reference from Registrant's Current Report on Form 8-K filed September 19, 2013

 2.2

 Asset
 Purchase Agreement, dated as of December 28, 2016, by and among Where Food Comes From, Inc., SureHarvest Services, LLC, SureHarvest,
 Inc. and Jeff Dlott

 by reference from Registrant's Current Report on Form 8-K filed December 30, 2016

 2.3

 Asset
 Purchase Agreement, dated as of May 16, 2018, between Where Food Comes From, Inc. and Sow Organic, LLC

 by reference from Registrant's Quarterly Report on Form 10-Q filed August 14, 2018

 2.4

 Purchase
 Agreement, dated as of August 9, 2018, between Where Food Comes From, Inc. and Progressive Beef, LLC

 by reference from Registrant's Quarterly Report on Form 10-Q filed November 13, 2018

 3.1

 Articles of Incorporation

 Incorporated by reference from Registrant's Registration Statement on Form SB-2 filed April 28, 2006

 3.2

 Articles
 of Amendment

 by reference from Registrant's Current Report on Form 8-K filed December 5, 2012

 3.3

 By-laws of the Registrant

 Incorporated by reference from Registrant's Registration Statement on Form SB-2 filed April 28, 2006

 4.1

 Form of the Registrant's Common Stock Certificate

 by reference from Registrant's Registration Statement on Form SB-2 filed June 22, 2006

 4.2

 Description
 of Registrant's Securities

 by reference from Registrant's Annual Report on Form 10-K filed February 28, 2022

 10.1

 2006 Equity Incentive Plan*

 by reference from Registrant's Registration Statement on Form SB-2 filed April 28, 2006

 10.2

 2016
 Equity Incentive Plan*

 by reference from Registrant's Current Report on Form 8-K filed May 10, 2016

 10.3

 Employment Agreement dated January 1, 2006 between the Registrant and John K. Saunders *

 by reference from Registrant's Registration Statement on Form SB-2 filed April 28, 2006

 10.4

 Employment Agreement dated January 1, 2006 between the Registrant and Leann Saunders *

 by reference from Registrant's Registration Statement on Form SB-2 filed April 28, 2006

 10.5

 Purchase
 and Exchange Agreement, dated as of February 29, 2012, by and among Integrated Management Information, Inc. and International Certification
 Services, Inc.

 by reference from Registrant's Current Report on Form 8-K filed March 2, 2012

 10.6

 Shareholders'
 Agreement, dated as of February 29, 2012, by and among Integrated Management Information, Inc. and International Certification Services,
 Inc. and the selling shareholders.

 by reference from Registrant's Current Report on Form 8-K filed March 2, 2012

 10.7

 Amended
 and Restated Operating Agreement of Validus Verification Services LLC, dated as of September 16, 2013

 by reference from Registrant's Current Report on Form 8-K filed September 19, 2013

 10.8

 Lease
 Agreement between Move LLC and Where Food Comes From, Inc.

 by reference from Registrant's Annual Report on Form 10-K filed February 28, 2017

 10.9

 First
 Amendment to Lease Agreement between Move LLC and Where Food Comes From, Inc.

 by reference from Registrant's Annual Report on Form 10-K filed April 2, 2018

 21.1

 Subsidiaries
 of the Registrant

 Filed

 23.1

 Consent
 of Causey Demgen & Moore, P.C.

 Filed

 31.1

 Certification
 Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 Filed

 31.2

 Certification
 Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 Filed

 32.1

 Certification
 Pursuant to 18 U.S.C. Section 1350 as adopted by Section 906 of the Sarbanes-Oxley Act of 2002

 Furnished

 32.2

 Certification
 Pursuant to 18 U.S.C. Section 1350 as adopted by Section 906 of the Sarbanes-Oxley Act of 2002

 Furnished

 Recovery
 of Incentive-Based Compensation from Executive Officers in Event of Accounting Restatement

 Filed

 The
 following materials from the registrant's Annual Report on Form 10-K for the year ended December 31, 2023, formatted in Inline
 the Consolidated Statements of Cash Flows, (4) Consolidated Statements of Equity and (5) Notes to Consolidated Financial Statements.

 Cover

 *
 Indicates a management contract or compensatory plan or arrangement in which directors or executive officers are eligible to participate.

 ITEM
16. FORM 10-K SUMMARY

 None.

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) of 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:
 February 15, 2024

 Where

 By:

 /s/
 John K. Saunders

 Name:

 John
 K. Saunders

 Title:

 Chief Executive 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 and on the dates indicated.

 Signatures

 Title

 Date

 /s/
 John K. Saunders

 Chairman
 and CEO

 (Principal
 Executive Officer)

 John
 K. Saunders

 /s/
 Leann Saunders

 President
 and Director

 Leann
 Saunders

 /s/
 Dannette Henning

 Chief
 Financial Officer

 (Principal
 Financial Officer)

 Dannette
 Henning

 /s/
 Tom Heinen

 Tom
 Heinen

 /s/
 Pete Lapaseotes

 Pete
 Lapaseotes

 /s/
 Adam Larson

 Adam
 Larson

 /s/
 Graeme P. Rein

 Graeme
 P. Rein

 /s/
 Michael D. Smith

 Michael D. Smith