UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K

 (Mark One)

 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 number: 000-55621

 TEXAS REPUBLIC CAPITAL CORPORATION

 (Exact name of registrant as specified in its charter)

 Texas

 45-5311713

 (State or other jurisdiction of incorporation or organization)

 (I.R.S. Employer Identification Number)

 13215 Bee Cave Parkway, Ste A120

 Austin, Texas 78738

 (Address of principal executive offices)

 ( 512) 330-0099

 (Registrant's telephone number, including area code)

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

 Title of Each Class

 None

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

 Title of Each Class

 Common Stock, $.01 Par Value

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

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

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

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

 Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

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

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller Reporting Company

 Emerging growth company

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

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

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

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

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

 State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter.

 In the absence of an established trading market for the common stock, the registrant is unable to calculate the aggregate market value of the voting stock held by non-affiliates as of the last business day of the registrant's most recently completed second fiscal quarter.

 Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. Common stock $.01 par value as of March 15, 2024: 15,553,619 shares

 DOCUMENTS INCORPORATED BY REFERENCE

 Portions of the registrant's definitive Proxy Statement to be used in connection with its 2024 Annual Meeting of Shareholders, which is expected to be filed with the Securities and Exchange Commission within 120 days after the close of the fiscal year covered by this Form 10-K, are incorporated by reference into Part III of this report.

 Texas Republic Capital Corporation

 Item 1.

 Business

 Item 2.

 Properties

 Item 3.

 Legal Proceedings

 Item 4.

 Mine Safety Disclosures

 Item 5.

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

 Item 7.

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

 Item 8.

 Financial Statements

 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

 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

 Signatures

 Exhibit 21.1

 Exhibit 24.1

 Exhibit 31.1

 Exhibit 31.2

 Exhibit 32.1

 Exhibit 32.2

 Exhibit No. 101.INS

 Exhibit No. 101.SCH

 Exhibit No. 101.CAL

 Exhibit No. 101.DEF

 Exhibit No. 101.LAB

 Exhibit No. 101.PRE

 Exhibit No. 104.FIL

 Item 1. Business

 Business Development

 Texas Republic Capital Corporation (the "Company") is the parent holding company of Texas Republic Life Insurance Company ("TRLIC"), Texas Republic Life Solutions, Inc. ("TRLS"), and Axis Insurance Solutions, LLC ("AIS"). The Company was incorporated in Texas on May 15, 2012, for the primary purpose of forming and capitalizing a life insurance company subsidiary.

 The Texas Department of Insurance approved TRLIC's life insurance charter on August 1, 2016. The Company capitalized TRLIC with $3,000,000 and owns 100% of TRLIC. TRLIC began insurance operations on April 3, 2017 and is currently selling life and annuity products in the state of Texas. In 2018 the Company made additional capital contributions totaling $2,750,000 for the entire year. In 2019 the Company made two more capital contributions to TRLIC. The first contribution consisted of mortgage loans valued at $857,133 and the second one was a $1,300,000 cash contribution. In 2021 and 2022, the Company made additional total capital contributions of $2,100,000 and $2,100,000, respectively. In 2023, the Company made $1,750,000 in total capital contributions. Total capitalization of TRLIC was $13,857,133 at December 31, 2023.

 TRLS, a life and health insurance agency, was incorporated February 1, 2017. The Company capitalized TRLS with $50,000 and owns 100% of TRLS. In 2018 and 2020 the Company made additional capital contributions of $100,000 and $200,000, respectively. In 2021 and 2022, the Company made additional total capital contributions of $50,000 and $150,000, respectively. Total capitalization of TRLS was $550,000 at December 31, 2023.

 AIS, a property & casualty insurance agency, was formed on April 6, 2021. The Company capitalized AIS with $25,000 and owns 100% of AIS.

 Company Capitalization

 From incorporation through April 2, 2017 the Company was involved in the sale of common stock to provide working capital. During this time, the Company completed an organizational offering, three private placement stock offerings and an intrastate public stock offering in the state of Texas. The Company raised $10,336,500 and incurred $1,215,569 of offering costs through the issuance of 12,865,000 shares from the organizational offering and three private placement offerings. The intrastate public stock offering was registered to raise $25,000,000 by offering 5,000,000 shares of its common stock and ended on April 2, 2017. Through this offering the Company raised an additional $10,010,485 and incurred another $1,444,127 of offering costs through the sale of 2,002,097 shares of common stock. On May 31, 2022, the Company began a rights offering to existing shareholders only. The rights offering ended on September 30, 2022. Through this rights offering, the Company raised $4,400,652 and incurred $77,615 of offering costs through the sale of 733,442 shares of its common stock.

 On January 1, 2023, the Company began a six-million-dollar private placement offering with a possible 10% oversubscription. This offering was extended for an additional year and will end on January 1, 2025, unless all of the shares are sold before then or the offering is terminated earlier. These shares will be sold in reliance on the exemption from the registration requirements of the Securities Act of 1933 (the " 1933 Act ") contained in Securities and Exchange Commission ("SEC") Regulation D, Rule 506. No underwriter will be involved in connection with the issuance of these shares, and we will not pay finder's fees in this private placement. The Company has raised $2,694,690 and incurred $26,103 of offering costs from the subscription of 359,292 shares through December 31, 2023 from this offering.

 Financial Information about Segments

 The Financial Accounting Standards Board ("FASB") guidance requires a "management approach" in the presentation of business segments based on how management internally evaluates the operating performance of business units. The Company has evaluated our operations and has determined there is not definitive segregation between corporate and insurance operations or between life and annuity operations. Therefore, the Company reports only consolidated operations.

 Life Insurance and Annuity Operations

 The Company began selling its life insurance and annuity products on April 3, 2017. TRLIC is currently selling two life and three annuity products. The first life product is a modified whole life product with an annuity rider. It is a ten or twenty-year paid-up policy, based on policyholder age, with 50% of the premium deposited into the annuity rider account in years 2-10/20. The second life product is a modified whole life product ("TrueFlex") developed to be marketed through the workplace as a voluntary benefit by payroll deduction. It is a permanent life product and is portable should the employee leave the employer for any reason. The annuity products are 5-year and 10-year fixed annuities. Based on the product selected there is a 5% or 10% premium bonus immediately credited to the account balance which is vested over five or ten years unless surrendered prior to the end of the vesting period.

 TRLIC entered into an administrative services agreement with Landmark Life Insurance Company on July 24, 2019 and it was subsequently assigned to Landmark Admin, LLC ("LA"). The services provided under this agreement include agent support, policy issue, accounting, claims processing and other services incidental to the operations of TRLIC. The agreement was renewed effective December 1, 2023 and is effective for a period of five years and includes a provision that the agreement may be terminated at any time by either party with a 120-day prior notice.

 Competition

 TRLIC operates in a mature and highly competitive industry with hundreds of other life and health insurance company groups in the United States as well as other financial intermediaries such as banks and securities firms who market insurance products. Competition is intense because the life insurance industry is consolidating, with larger, more efficient and more effective organizations emerging from consolidation. In addition, there have been new entrants to the industry over the last few years planning to disrupt with technology.

 Many of these companies have significantly more capital and other resources, superior brand recognition, and maintain higher ratings. Competitive factors are primarily the breadth and quality of products offered, established positions in niche markets, pricing, relationships with distribution channels, commission structures, the perceived stability of the insurer, quality of underwriting and customer experience, scale, and cost efficiencies. Operating results of life insurers are subject to fluctuations, not only from the competitive environment, but also due to economic conditions, interest rate levels, actual policy experience and the performance of investments.

 Management believes that we can be competitive by servicing niche markets that are underserved by larger insurers. The Company believes in democratizing insurance and making it available to everyone. By developing specialized products through product innovation and reducing traditional expense overhead, the Company will reach underinsured segments providing cost effective solutions that fit our clients' needs. Not to mention, the Company is unique in its structure with three different revenue generating subsidiaries. We can make a sale even if our life insurance carrier does not offer the product of an interested customer through our life and health agency. Additionally, we can cross sell all of our policyholders property and casualty insurance through AIS. The Company has also invested in technology to meet the changing demands of the new generations and how they shop for and buy insurance. Plus, the Company's size and age allows us to react quickly to changing market conditions and be agile enough to correct course without too much cost and the hindering of outdated, legacy systems.

 Reinsurance

 TRLIC utilizes reinsurance to cede excess risk allowing management to control exposure to potential losses arising from large risks and providing additional capacity for growth and risk diversification. TRLIC reinsures all amounts of risk on any one life in excess of $50,000 for individual life insurance to our reinsurance partners. The Company works with multiple partners to ensure the best terms and additional diversification.

 Governmental Regulation

 TRLIC is subject to regulation and supervision by the Texas Department of Insurance ("TDI"). The insurance laws of Texas give the TDI broad regulatory authority, including powers to: (i) grant and revoke licenses to transact business; (ii) regulate and supervise trade practices and market conduct; (iii) establish guaranty associations; (iv) license agents; (v) approve policy forms; (vi) approve premium rates for some lines of business; (vii) establish reserve requirements; (viii) prescribe the form and content of required financial statements and reports; (ix) determine the reasonableness and adequacy of statutory capital and surplus and (x) regulate the type and amount of permitted investments.

 TRLIC can be required, under the solvency or guaranty laws of Texas in which it does business, to pay assessments (up to prescribed limits) to fund policyholder losses or liabilities of other insurance companies that become insolvent. These assessments may be deferred or foregone under most guaranty laws if they would threaten an insurer's financial strength and, in certain instances, may be offset against future premium taxes.

 TRLIC dividends available for distribution are based on provisions of the Texas Insurance Code. Without prior approval from the Commissioner of Insurance of Texas dividends to shareholders are limited to the greater of (a) 10% of TRLIC's surplus as regards to policyholders as of December 31, next preceding, or (b) the net gain from operations of the insurer company for the twelve-month period ending December 31, next preceding year.

 There are certain factors specific to the life insurance business which may have an adverse effect on the statutory operating results of TRLIC. One such factor is that the costs associated with issuing a new policy in force are usually greater than the first year's policy premium. Accordingly, in the early years of a new life insurance company, these initial costs and the required provisions for reserves often have an adverse effect on statutory operating results.

 Employees

 Our workforce is our most important asset and a key competitive advantage. As of March 31, 2024, the Company had eleven full-time employees.

 Item 2. Properties

 The Company rents office space for its administrative operations under an agreement that expires in 2027. In determining the present value of lease payments, the Company uses its incremental borrowing rate obtained from its main commercial bank.

 Future payments under operating lease arrangements accounted for under ASC Topic 842 as of December 31, 2023 are as follows:

 2024

 $

 98,810

 2025

 101,773

 2026

 104,831

 2027

 98,723

 Total operating lease payments, undiscounted

 $

 404,137

 Less: interest

 (62,271

)

 Lease liability, at present value

 $

 341,866

 Item 3. Legal Proceedings

 Various legal proceedings to which the Company or a subsidiary of the Company is party arise from time to time in the normal course of business. As of the date hereof, there are no material pending legal proceedings to which the Company or any of its subsidiaries is a party or of which any of its or its subsidiaries' assets or properties are subject.

 Item 4. Mine Safety Disclosures

 Not applicable

 Item 5. Market for Registrant ' s Common Equity, Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities

 (a)

 Market Information

 Trading of the Company's common stock is limited, and an established public market does not exist.

 (b)

 Holders

 As of March 15, 2024, there were approximately 1,684 shareholders of the Company's outstanding common stock.

 (c)

 Dividends

 The Company has not paid any cash dividends since inception (May 15, 2012). The Board of Directors of the Company has not adopted a dividend payment policy; however, dividends must necessarily depend upon the Company's earnings and financial condition, applicable legal restrictions from the Texas Business Organization Code and other factors relevant at the time the Board of Directors considers a dividend policy. Cash available for dividends to shareholders of the Company must initially come from income and capital gains earned on its investment portfolio and dividends paid by the Company's subsidiaries.

 TRLIC dividends available for distribution are based on provisions of the Texas Insurance Code. Without prior approval from the Commissioner of Insurance of Texas dividends to shareholders are limited to the greater of (a) 10% of TRLIC's surplus as regards to policyholders as of December 31, next preceding, or (b) the net gain from operations of the insurer company for the twelve-month period ending December 31, next preceding year.

 (d)

 Securities Authorized for Issuance Under Equity Incentive Plans

 The Company's life subsidiary, TRLIC had an Agent Stock Incentive Plan ("ASIP"). The plan was approved in August 2018 by the Texas State Securities Board. The plan was suspended by the Company in April 2022. The plan awarded shares of Texas Republic Capital Corporation common stock to agents based on certain production levels achieved in sales of life and annuity products. Calculation of awards at year end are based on production for the period of January through December. 7,000 and 12,150 total shares were issued in 2023 and 2022, respectively. The ASIP issued 7,150 of those shares in 2022 based on 2021 production. The Company granted 7,000 and 5,000 total shares in 2023 and 2022, respectively, as part of employment agreements and/or bonuses to employees. In addition, the Company issued stock options to one of its employees at the beginning of 2023. The Company granted a share option of up to 5,000 shares of common stock to this individual. This option award will vest over a 5-year period of continuous service at a rate of 20% per year, and the exercise price is equal to zero.

 (e)

 Performance Graph - Not Required

 (f)

 Related Stockholder Matters

 (i)

 Sale of unregistered equity securities

 The Company sold 4,375,000 common shares at $.02 per share to its organizing shareholders in May of 2012 for total proceeds of $87,500. Subsequently, the Company completed three private placement stock offerings which raised $10,249,000 through the issuance of 8,490,000 shares from the private placement offerings in 2012 and 2013, including a private placement of 2,000,000 shares for $5,000,000 between February and November 2013. The Company incurred $1,215,569 in offering costs to issue these shares. These shares were sold in reliance on the exemption from the registration requirements of the Securities Act of 1933 (the " 1933 Act ") contained in Securities and Exchange Commission ("SEC") Regulation D, Rule 506. No underwriter was involved in connection with the issuance of these shares, and we paid no finder's fees in the private placements.

 On April 2, 2014, the Company commenced an offering of 5,000,000 shares of common stock at $5.00 per share ($25,000,000 maximum) with a 10% over sale provision, in an intrastate public offering registered with the Texas State Securities Board. This offering ended on April 2, 2017 and was sold only to Texas residents pursuant to an exemption from the 1933 Act contained in Section 3(a)(11) of the 1933 Act and Rule 147 promulgated by the SEC. It was sold by issuer agents registered with the Texas State Securities Board. The Company raised $10,010,485 and incurred offering costs of $1,444,127 from the sale of 2,002,097 shares in this offering.

 On May 31, 2022, the Company began a rights offering to existing shareholders only. The rights offering ended on September 30, 2022. Through this rights offering, the Company raised $4,400,652 and incurred $77,615 of offering costs through the sale of 733,442 shares of its common stock. These shares were sold in reliance on the exemption from the registration requirements of the Securities Act of 1933 (the " 1933 Act ") contained in Securities and Exchange Commission ("SEC") Regulation D, Rule 506. No underwriter was involved in connection with the issuance of these shares, and we paid no finder's fees in the private placements.

 On January 1, 2023, the Company began a six-million-dollar private placement offering with a possible 10% oversubscription. This offering was extended for an additional year and will end on January 1, 2025, unless all of the shares are sold before then or the offering is terminated earlier. These shares will be sold in reliance on the exemption from the registration requirements of the Securities Act of 1933 (the " 1933 Act ") contained in Securities and Exchange Commission ("SEC") Regulation D, Rule 506. No underwriter will be involved in connection with the issuance of these shares, and we will not pay finder's fees in this private placement. The Company has raised $2,694,690 and incurred $26,103 of offering costs from the subscription of 359,292 shares through December 31, 2023 from this offering.

 Proceeds have been used for working capital and the capitalization of a life insurance company and other insurance agencies.

 (g)

 Purchases of Equity Securities by Issuer

 Since inception through December 31, 2018, the Company purchased 3,000 shares of the Company's common stock for $15,000 held as treasury stock. Additionally, TRLIC has purchased another 111,000 shares of TRCC common stock at a cost of $118,210 since 2018. The shares were purchased to compensate agents under TRLIC's ASIP. The Company has issued 16,080 treasury shares under the ASIP since inception of the plan and another 51,000 treasury shares as part of employment agreements and/or bonuses to employees. The remaining shares are held as treasury shares in the consolidated financial statements.

 Item 7. Management ' s Discussion and Analysis of Financial Condition and Results of Operations

 Overview

 Texas Republic Capital Corporation ("we", "us", "our", "TRCC" or the "Company") was incorporated in May 2012 as a financial services holding company. We own and operate insurance subsidiaries: a life insurance company, a life insurance agency, and a property & casualty insurance agency. We sell and issue life insurance products and annuity contracts as part of the insurance company. As an insurance provider, we collect premiums and annuity considerations in the current period to pay future benefits to our policy and contract holders. Currently, we only issue our products in the state of Texas. As a life insurance agency and a property & casualty insurance agency, we sell and place insurance products for other insurance carriers. If our life insurance company does not offer products that suit our client's needs, then we can meet their needs through other carrier products sold by our life agency. In addition, we have ability to cross-sell all current and prospective client's property and casualty insurance through the other agency, or the possibility of driving growth for the Company in other markets where participants are not seeking life insurance. The agencies collect commissions on the sale of those products.

 We also realize revenues from our investment portfolio, which is a key component of our operations. The revenues and funds we collect as premiums and annuity considerations from policyholders are invested to ensure future benefit payments under the policy contracts. Life insurance companies earn profits on the investment spread, which reflects the investment income earned on the premiums and annuity considerations paid to the insurer between the time of receipt and the time benefits are paid out under our policies and contracts. Changes in interest rates, changes in economic conditions and volatility in the capital markets can all impact the amount of earnings that we realize from our investment portfolio.

 The Company continues to incur overall losses since inception. These losses were fully expected, planned for, and fell within an expected range when considering the necessary start-up, infrastructure, distribution, and policy issuance costs of a new life insurance company. These losses have resulted from the costs incurred while raising capital and starting a new company, which involves investing in people, technology, infrastructure, marketing, brand awareness, distribution channels, regulatory and filing fees, legal costs, and other overhead expenses related to our operations. We expect to continue to incur operating losses until we achieve a volume of in-force life insurance policies that provide premiums and the associated investment income which are sufficient to cover our operating costs.

 Critical Accounting Policies and Estimates

 Our management's discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements that have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP"). The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. On a continuing basis, we evaluate our estimates and assumptions.

 We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances. The results of these estimates form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We believe the following accounting policies, judgments and estimates are the most critical to the preparation of our consolidated financial statements.

 Investments

 Fixed maturity securities are comprised of bonds that are classified as available-for-sale and are carried at fair value with unrealized gains and losses, net of applicable income taxes, reported in accumulated other comprehensive income (loss). The amortized cost of fixed maturity securities available-for-sale is generally adjusted for amortization of premium and accretion of discount.

 Interest income, as well as the related amortization of premium and accretion of discount, is included in net investment income under the effective yield method.

 The Company monitors all fixed maturity securities on an on-going basis relative to changes in credit ratings, market prices, earnings trends and financial performance, in addition to specific region or industry reviews. The Company evaluates whether a credit impairment exists for fixed maturity securities by considering primarily the following factors: (a) changes in the financial condition of the security's underlying collateral; (b) whether the issuer is current on contractually obligated interest and principal payments; (c) changes in the financial condition, credit rating and near-term prospects of the issuer; and (d) the payment structure of the security. The Company's best estimate of expected future cash flows used to determine the credit loss amount is a quantitative and qualitative process. Quantitative review includes information received from third-party sources such as financial statements, pricing and rating changes, liquidity and other statistical information. Qualitative factors include judgments related to business strategies, economic impacts on the issuer, overall judgment related to estimates and industry factors as well as the Company's intent to sell the security, or if it is more likely than not that the Company would be required to sell a security before recovery of its amortized cost.

 The Company's best estimate of future cash flows involves assumptions including, but not limited to, various performance indicators, such as historical and projected default and recovery rates, credit ratings, and current delinquency rates. These assumptions require the use of significant management judgment and include the probability of issuer default and estimates regarding timing and amount of expected recoveries, which may include estimating the underlying collateral value. In addition, projections of expected future fixed maturity security cash flows may change based upon new information regarding the performance of the issuer. Any credit losses are presented as an allowance rather than as a write-down of available-for-sale fixed maturity securities, with the change in allowance reported in net loss on the consolidated statements of operations.

 Purchases and sales of securities are recorded on a trade-date basis. Interest earned on investments is recorded on the accrual basis and is included in net investment income.

 The Company's mortgage loan portfolio is comprised entirely of residential properties with loan to appraised value ratios below 90%. Mortgage loans are carried at amortized book value. A mortgage loan allowance has been established for any unforeseen losses using an industry approach. While we utilize our best judgment and information available, the ultimate adequacy of this allowance is dependent upon a variety of factors beyond our control, including the performance of the residential mortgage loan portfolio, the economy and changes in interest rates. Our allowance for possible mortgage loan losses consists of specific valuation allowances established for probable losses on specific loans and a portfolio reserve for probable incurred losses but not for specifically identified loans. The fair values for mortgage loans are estimated using discounted cash flow analysis. The discount rate used to calculate fair values was indexed to the SOFR yield curve adjusted for an appropriate credit spread.

 Policy loans are carried at unpaid principal balances. Interest income on policy loans is recognized in net investment income at the contract interest rate when earned.

 The Company's other long-term investments are comprised of lottery prize cash flows holdings held at amortized cost. These investments are categorized as other long-term investments in the statement of financial position and are assignments of the future rights from lottery winners purchased at a discounted price. Payments on these investments are made by state run lotteries. Since state run lotteries are unlikely to default even in the most dire economic situations, no allowance for credit losses are necessary.

 Cash and Cash Equivalents

 Cash and cash equivalents include cash on hand and money market instruments.

 Deferred Policy Acquisition Costs

 Costs that relate to and vary with the successful production of new business are deferred over life of the policy. Deferred acquisition costs (DAC) consist of commissions and policy issuance, underwriting and agency expenses. DAC expenses are amortized primarily over the premium-paying period of life policies and as profits emerge on the annuity products, using the same assumptions as were used in computing liabilities for future policy benefits.

 Deferred Sales Inducement Costs

 Sales inducement costs (SIC) are related to policy bonuses issued on some of the Company's annuity products. SIC is deferred at the issuance of the policy and amortized over the bonus period on a straight-line basis. The amount deferred is based on the difference between the fund value with the bonus and the fund value without the bonus.

 Policyholders ' Account Balances

 The Company's liability for policyholders' account balances represents the contract value that has accrued to the benefit of the policyholder as of the financial statement date. This liability is generally equal to the accumulated account deposits plus applicable bonus and interest credited less policyholders' withdrawals and other charges assessed against the account balance. Interest crediting rates for individual annuities range from 1.55% to 5.50%.

 Future Policy Benefits

 Future policy benefit reserves have been computed by the net level premium method with assumptions as to investment yields, mortality and withdrawals based upon the Company's experience. The preparation of financial statements requires management to make estimates and assumptions that affect the reported amount of policy liabilities and the increase in future policy benefit reserves. Management's judgments and estimates for future policy benefit reserves provide for possible unfavorable deviation. Actual experience may emerge differently from that originally estimated. Any such difference would be recognized in the current year's consolidated statement of operations.

 Recently Adopted and Issued Accounting Pronouncements

 Please refer to the applicable paragraphs in Note 1 of the Notes to Consolidated Financial Statements.

 Income Taxes

 We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets ("DTAs") and deferred tax liabilities ("DTLs") for the expected future tax consequences of events that have been included in the financial statements. Under this method, we determine DTAs and DTLs on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on DTAs and DTLs is recognized in income in the period that includes the enactment date.

 We recognize DTAs to the extent that we believe that these assets are more likely than not to be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, carryback potential if permitted under the tax law, and results of recent operations. If we determine that we would be able to realize our DTAs in the future in excess of their net recorded amount, we would make an adjustment to the DTA valuation allowance, which would reduce the provision for income taxes.

 We record uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) we determine whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.

 Results of Operations – Years Ended December 31, 2023 and 2022

 Revenues

 Revenues are primarily from life insurance premium income and investment income. Realized gains and losses on investment holdings can significantly impact revenues from period to period.

 2023

 2022

 Premiums and other considerations

 $

 2,890,487

 $

 1,991,883

 Net investment income

 2,091,811

 1,711,015

 Net realized investment gains

 3,027

 17,635

 Commission income

 105,992

 506,630

 Total revenues

 $

 5,091,317

 $

 4,227,163

 Total revenues increased by $864,154, or 20%, for the year ended December 31, 2023. This increase was a result of increased new policy sales in the life insurance company and additional net investment income earned. There were reductions in commission income and net realized investment gains compared to the prior year which offset the total revenue growth. Commission income decreased primarily from a one-time large commission payment received in 2022. Net realized investment gains or losses can vary from year to year based on current market conditions at the time of sale. The Company also accepted annuity considerations during 2023 and 2022. Annuity considerations contribute to additional net investment income through increased investments but are not classified as premiums and other considerations under total revenues for GAAP reporting.

 Expenses

 Our expenses relate to operating a financial services holding company, a life insurance company, and two insurance agencies.

 Expenses were $6,480,611 for the year ended December 31, 2023, an increase of $1,103,464, or 21%, from $5,377,147 for the year ended December 31, 2022. Significant expense categories are discussed below.

 Total Benefits and Claims – Claims and benefit expenses were $2,213,000 and $1,654,891 for the twelve months ended December 31, 2023 and 2022, respectively. The increase of $558,109 is primarily related to the increase in death and other benefit payments and interest credited to policyholders which was offset by the decrease in future policy benefits from this year compared to the previous year. This increase is to be expected based on new sales production, increased insurance volume, number of insureds covered, and the passage of time since policy issuance. Furthermore, death and other benefit payments can significantly impact expenses from period to period due to timing.

 Commissions – Commission expenses were $1,857,622 and $1,750,126 for the twelve months ended December 31, 2023 and 2022, respectively. The increase of $107,496 is consistent with new business issued and renewal commissions paid on previously issued business, net of any applicable commission recaptured. The commission in the first year of policy issuance is typically significantly greater than the subsequent years. Conversely, in subsequent years with lower renewal commission rates, the Company should realize additional profits on previously issued business as premiums collected will significantly outweigh any renewal commissions paid.

 Salaries and Employee Benefits – Salary and employee benefits expense increased $278,024 for the year ended December 31, 2023. The increase is primarily related to the increased costs associated with new employee hires, wage increases, and increasing benefits costs consistent with the price increases seen due to inflation pressures over the last year. The Company has hired several new employees since mid-2022 to keep up with our growth. Alternatively, the Company continues to use more external consultants as opposed to hiring new employees for certain tasks and roles. This decision allows us to save on benefit costs, payroll taxes, other employee overhead expenses, and allows us to pay for their time as needed. This decision has helped to reduce the overall increases in salaries and employee benefits.

 Other Expenses – Third-party administration fees and professional fees continue to be two of the larger contributing expenses to the overall total expenses. The Company anticipates that these fees along with other general and administrative expenses will continue to increase over time due to new sales production, increased growth in the overall book of business, and the continued growth of the Company. The professional fees consist of public accounting firm fees, consulting actuarial fees, and the other external consultants mentioned above in the salaries and employee benefits section. However, as the total amounts incurred will increase over time as we grow, the percentage increases from year to year should hopefully decrease as the Company matures and achieves economies of scale.

 Net Loss

 The net loss was $1,389,294, or $(0.09) per share, for the year ended December 31, 2023 compared to a net loss of $1,149,984, or $(0.08) per share, for the year ended December 31, 2022. The $239,310, or 21%, increase in the net loss was primarily attributable to the increases in revenues and expenses described above.

 The weighted average common shares outstanding and subscribed were 15,757,631 and 15,108,340 for the years ending December 31, 2023 and 2022, respectively.

 Financial Position – As of December 31, 2023 and 2022

 Total assets of the Company increased from $40,255,138 as of December 31, 2022 to $42,557,399 as of December 31, 2023, an increase of $2,302,261 or 6% and was primarily attributable to new capital raised in 2023. Assets that increased or decreased materially in 2023 were fixed maturity securities, mortgage loans, other long-term investments, cash and cash equivalents, reinsurance recoverable, deferred acquisition costs, and other assets.

 Total investments decreased by $6,973,138, or 23%. This decrease was primarily due to maturities and payoffs. As a result, cash and cash equivalents increased. All non-operating cash is held in interest bearing cash equivalent accounts.

 We continue to diversify the investment portfolio by our allocation strategy which should provide meaningful risk-adjusted increases to net investment income over the upcoming years and maximize total revenues. In addition, we continue to invest our excess cash in higher yielding investments as suitable options become available. As a result, net investment income increased by 22% for the year ended December 31, 2023 compared to the year ended December 31, 2022.

 The Company also recognized an increase in deferred policy acquisition costs, reinsurance recoverable, and advances and notes receivable as the Company continues to successfully sell more new business. Other assets that materially increased were federal income taxes recoverable on taxes withheld from cash receipts on other long-term investment payments which is included in the other assets line on the consolidated statements of financial position. The federal income taxes recoverable balance is 100% recoverable via tax refunds from the U.S. Government. Amounts recoverable from reinsurers represent the amounts due from our reinsurance partners. This balance continues to grow with the successful production of more and more business and our policy of using reinsurance partners to limit our exposure on any one individual policyholder.

 Policyholder liabilities include benefit reserves for both life and annuity policies, claim reserves, deposit funds and advance premiums. Policyholder liabilities increased $598,254 at December 31, 2023 compared to December 31, 2022. The increase is primarily related to new sales production, increased insurance volume, number of insureds covered, and the passage of time since policy issuance.

 Total shareholder equity of the Company increased from $8,515,506 as of December 31, 2022 to $9,995,531 as of December 31, 2023, an increase of $1,480,025. The increase is mainly due to the additional capital raised during 2023. That increase was primarily offset by the net loss for the year ended December 31, 2023. There was an improvement in net unrealized losses in the investment portfolio at December 31, 2023 compared to December 31, 2022 because of interest rate movements in the market. The Company issued $4,410 of its treasury shares in 2023 which increased total shareholders' equity and helped contribute to the overall increase mentioned above.

 Liquidity and Capital Resources

 Since inception, our operations have been financed primarily through an organizational offering, four private placement offerings, an intrastate public stock offering, and a rights offering to existing shareholders only. Through December 31, 2023, we received $27,442,327 from the sale of 15,912,911 shares and incurred offering costs of $2,763,414. Since inception through December 31, 2018, the Company purchased 3,000 shares of the Company's common stock for $15,000 held as treasury stock. Additionally, TRLIC has purchased another 111,000 shares of TRCC common stock at a cost of $118,210 since 2018. The shares were purchased to compensate agents under TRLIC's Agent Stock Incentive Plan ("ASIP"). The Company has issued 16,080 treasury shares under the ASIP since inception of the plan and another 51,000 treasury shares as part of employment agreements and/or bonuses to employees. The remaining 43,920 shares held by TRLIC and the 3,000 shares held by TRCC total 46,920 shares. These shares are held as treasury shares in the consolidated financial statements.

 We had cash and cash equivalents totaling $11,879,163 as of December 31, 2023. The Company maintains cash and cash equivalents at multiple institutions. The Federal Deposit Insurance Corporation insures interest and non-interest-bearing accounts up to $250,000. Uninsured balances aggregate $1,730,158 as of December 31, 2023. Other funds are invested in mutual funds that invest in U.S. government securities. We monitor the solvency of all financial institutions in which we have funds to minimize the exposure for loss. The Company has not experienced any losses in such accounts.

 Capital provided from the previous offerings and current offering will provide a considerable amount of operating funds for current and future operations of TRCC. The operations of TRLIC should provide ample cash flows from premium income and investment income to meet operating requirements once a sufficient book of business has been established, or new policy sales are turned off, whichever happens first. Life insurance contract liabilities are generally long term in nature and are generally paid from future cash flows. The operations of TRLS and AIS should provide sufficient cash flows from commission income to meet their operating requirements. TRLS and AIS are also less capital intensive than TRLIC since it does not retain any of the policy risks or capital requirements.

 We believe that our existing cash and cash equivalents will be sufficient to fund our anticipated operating expenses and capital expenditures for at least the next 12 months. We have based this estimate upon assumptions that may prove to be wrong, and we could use our capital resources sooner than we currently expect. We are not aware of any commitments or unusual events that could materially affect our capital resources. We are not aware of any current recommendations by any regulatory authority which, if implemented, would have a material adverse effect on our liquidity, capital resources or operations.

 Off-Balance Sheet Arrangements

 The Company does not have any off-balance sheet arrangements.

 SPECIAL NOTE CONCERNING FORWARD-LOOKING STATEMENTS

 Certain statements contained herein are forward-looking statements. The forward-looking statements are made pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, and include estimates and assumptions related to economic, competitive and legislative developments. Forward-looking statements may be identified by words such as "expects," "intends," "anticipates," "plans," "believes," "estimates," "will" or words of similar meaning; and include, but are not limited to, statements regarding the outlook of our business and financial performance. These forward-looking statements are subject to change and uncertainty, which are, in many instances, beyond our control and have been made based upon our expectations and beliefs concerning future developments and their potential effect upon us.

 There can be no assurance that future developments will be in accordance with our expectations, or that the effect of future developments on us will be as anticipated. These forward-looking statements are not a guarantee of future performance and involve risks and uncertainties. There are certain important factors that could cause actual results to differ, possibly materially, from expectations or estimates reflected in such forward-looking statements.

 These factors include among others:

 •

 general economic conditions and financial factors, including the performance and fluctuations of fixed income, equity, real estate, credit capital and other financial markets;

 •

 differences between actual experience regarding mortality, morbidity, persistency, surrenders, investment returns, and our pricing assumptions establishing liabilities and reserves or for other purposes;

 •

 the effect of increased claims activity from natural or man-made catastrophes, pandemic disease, or other events resulting in catastrophic loss of life;

 •

 inherent uncertainties in the determination of investment allowances and impairments and in the determination of the valuation allowance on the deferred income tax asset;

 •

 investment losses and defaults;

 •

 competition in our product lines;

 •

 attraction and retention of qualified employees and agents;

 •

 ineffectiveness of risk management policies and procedures in identifying, monitoring and managing risks;

 •

 the availability, affordability and adequacy of reinsurance protection;

 •

 the effects of emerging claim and coverage issues;

 •

 the cyclical nature of the insurance business;

 •

 interest rate fluctuations;

 •

 changes in our experiences related to deferred policy acquisition costs;

 •

 the ability and willingness of counterparties to our reinsurance arrangements to pay balances due to us;

 •

 rating agencies' actions;

 •

 domestic or international military actions;

 •

 the effects of extensive government regulation of the insurance industry;

 •

 changes in tax and securities law;

 •

 changes in statutory or U.S. generally accepted accounting principles ("GAAP"), practices or policies;

 •

 regulatory or legislative changes or developments;

 •

 the effects of unanticipated events on our disaster recovery and business continuity planning;

 •

 failures or limitations of our computer, data security and administration systems;

 •

 risks of employee error or misconduct;

 •

 the assimilation of life insurance businesses we acquire and the sound management of these businesses; and

 •

 the availability of capital to expand our business.

 It is not our corporate policy to make specific projections relating to future earnings, and we do not endorse any projections regarding future performance made by others. In addition, we do not publicly update or revise forward-looking statements based on the outcome of various foreseeable or unforeseeable developments.

 Item 8. Financial Statements

 TEXAS REPUBLIC CAPITAL CORPORATION AND SUBSIDIARIES

 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

 Consolidated Financial Statements

 Page Number

 Report of Independent Registered Public Accounting Firm (PCAOB ID 718)

 Consolidated Statements of Financial Position

 Consolidated Statements of Operations

 Consolidated Statements of Comprehensive Loss

 Consolidated Statements of Changes in Shareholders' Equity

 Consolidated Statements of Cash Flows

 Report of Independent Registered Public Accounting Firm

 To the Board of Directors and

 Shareholders of Texas Republic Capital Corporation

 Opinion on the Consolidated Financial Statements

 We have audited the accompanying consolidated statements of financial position of Texas Republic Capital Corporation and Subsidiaries (the Company) as of December 31, 2023 and 2022, and the related consolidated statements of operations, comprehensive loss, changes in shareholders' equity, and cash flows for each of the two years in the period ended December 31, 2023, 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 each of the two years in the period ended December 31, 2023, 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 audit 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 entity'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) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

 Amortization of Deferred Policy Acquisition Costs – Refer to Note 1

 Critical Audit Matter Description

 The Company's products include traditional life insurance contracts and annuities in which certain acquisition costs are capitalized and the expenses are deferred into future periods. Management amortizes the capitalized costs of traditional life insurance products over the premium paying period of the products based on assumptions developed and consistent with assumptions used in determining the products future policy benefit liabilities. Annuity products are amortized based on actual and expected future gross profits. The unamortized deferred policy acquisition cost asset was $ 3.4 million as of December 31, 2023.

 The recovery of the unamortized deferred policy acquisition cost asset is dependent on the future profitability of the related products. Management periodically reviews the recoverability by developing an actuarial study of the present value of future profits of the products and reduces the asset when the asset is shown to not be recoverable.

 As a result, the audit of this area requires a high degree of judgment due to the complex nature of determining the amortization for the period and creation of actuarial studies for recoverability.

 How the Critical Audit Matter was Addressed in the Audit

 Our audit procedures related to the amortization of the unamortized deferred policy acquisition cost asset and consideration of the recoverability of the asset included, among others, the following:

 We gained an understanding of the processes utilized and controls implemented in amortizing the deferred policy acquisition costs

 We obtained and reviewed the actuarial recoverability study

 We tested data utilized by management for completeness and accuracy

 We performed various analytical procedures pertaining to the asset and the related amortization

 We engaged an independent actuarial specialist to assist with the review and evaluation of the assumptions and methodologies used by management

 Future Policy Benefit Reserves – Refer to Note 1

 Critical Audit Matter Description

 Liabilities for amounts payable under the Company's life insurance products are recorded as future policy benefits liabilities. Such liabilities are established based on actuarial assumptions at the time policies are issued. Management applies considerable judgment in developing the actuarial assumptions based on expectations of future economic conditions and policyholder behavior. These assumptions are developed at the time the contracts are issued. If actual experience is adverse in nature when compared to the original assumptions in developing the future policy benefits liability, management may be required to establish premium deficiency reserves. The Company's future policy benefits liability was $ 2.2 million as of December 31, 2023.

 The audit of future policy benefits requires a high degree of auditor judgment when considering the complex actuarial assumptions and models utilized by management.

 How the Critical Audit Matter was Addressed in the Audit

 Our audit procedures related to the liability for future policy benefits included the following procedures, among others:

 We gained an understanding of the processes utilized and controls implemented in determining the valuation of future policy benefits

 We tested the completeness and accuracy of the data and the underlying data used by management in developing the valuation

 We performed various analytical procedures

 We engaged an independent actuarial specialist to evaluate the actuarial assumptions and methodologies for reasonableness, to develop an independent estimate of future policy benefits on a sample basis and to evaluate management's development of experience studies

 We have served as the Company's auditor since 2012.

 /s/ Kerber, Eck & Braeckel LLP

 Springfield, Illinois

 April 9, 2024

 Consolidated Statements of Financial Position

 Assets

 Available-for-sale fixed maturity securities at fair value
 (Amortized cost: $ 5,878,911 and $ 8,620,783 as of
 December 31, 2023 and 2022, respectively)

 $

 $

 8,137,190

 Mortgage loans, net of allowance

 15,042,590

 18,573,709

 Policy loans

 15,016

 21,496

 Other long-term investments

 2,873,022

 3,763,011

 Total investments

 23,522,268

 30,495,406

 Cash and cash equivalents

 Accrued investment income

 193,035

 216,677

 Due premium

 21,214

 4,103

 Reinsurance recoverable

 871,690

 370,825

 Deferred policy acquisition costs

 3,380,445

 2,453,849

 Deferred sales inducement costs

 214,885

 445,373

 Advances and notes receivable, net of allowance

 235,682

 66,006

 Leased property – right to use

 341,866

 429,151

 Prepaid assets

 42,621

 40,881

 Intangible assets, net of accumulated amortization

 245,847

 295,017

 Furniture and equipment, net

 19,509

 20,729

 Other assets

 1,589,174

 999,284

 Total assets

 $

 42,557,399

 $

 40,255,138

 Liabilities and Shareholders ' Equity

 Policy liabilities

 Policyholders' account balances

 $

 28,192,706

 $

 28,305,422

 Future policy benefits

 2,235,144

 1,832,092

 Policy claims and other benefits

 1,014,951

 650,182

 Liability for deposit-type contracts

 225,675

 261,855

 Other policyholder liabilities

 28,137

 48,808

 Total policy liabilities

 31,696,613

 31,098,359

 Lease liability

 341,866

 429,151

 Other liabilities

 523,389

 212,122

 Total liabilities

 32,561,868

 31,739,632

 Shareholders ' equity

 Common stock, par value $.01 per share, 25,000,000 shares authorized, 15,600,539
 issued as of December 31, 2023 and 2022,
 15,553,619 and 15,546,619 outstanding as of December 31, 2023 and 2022,
 Respectively, and 359,292 subscribed as of December 31, 2023

 159,598

 156,005

 Additional paid-in capital

 24,519,315

 21,854,321

 Treasury stock, at cost ( 46,920 and 53,920 shares as of December 31, 2023 and 2022 respectively)

 ( 47,720

)

 ( 52,130

)

 Accumulated other comprehensive loss

 ( 287,271

)

 ( 483,593

)

 Accumulated deficit

 ( 14,348,391

)

 ( 12,959,097

)

 Total shareholders ' equity

 9,995,531

 8,515,506

 Total liabilities and shareholders ' equity

 $

 42,557,399

 $

 40,255,138

 Consolidated Statements of Operations

 Years Ended December 31,

 2023

 2022

 Revenues

 Premiums and other considerations

 $

 2,890,487

 $

 1,991,883

 Net investment income

 2,091,811

 1,711,015

 Net realized gains on investments

 3,027

 17,635

 Commission income

 105,992

 506,630

 Total revenues

 5,091,317

 4,227,163

 Benefits, claims and expenses

 Increase in future policy benefits

 261,368

 443,684

 Death and other benefits

 535,354

 377,617

 Interest credited to policyholders

 1,416,278

 833,590

 Total benefits and claims

 2,213,000

 1,654,891

 Policy acquisition costs deferred

 ( 1,459,756

)

 ( 1,412,879

)

 Policy acquisition costs amortized

 533,160

 477,290

 Commissions

 1,857,622

 1,750,126

 Salaries and employee benefits

 2,098,430

 1,820,406

 Office rent

 97,531

 93,882

 Third-party administration fees

 144,266

 38,393

 Travel, meals, and entertainment

 41,697

 53,031

 Professional fees

 525,956

 506,580

 Other general and administrative expenses

 428,705

 395,427

 Total benefits, claims and expenses

 6,480,611

 5,377,147

 $

)

 $

)

 Net loss per common share outstanding

 $

 ( 0.09

)

 $

 ( 0.08

)

 Consolidated Statements of Comprehensive Loss

 Years Ended December 31,

 2023

 2022

 $

)

 $

)

 Other comprehensive income (loss)

 Total net unrealized gains (losses) arising during the period

 199,349

 ( 1,264,031

)

 Less net realized investment gains

 3,027

 17,635

 Net unrealized investment gains (losses)

 196,322

 ( 1,281,666

)

 Total other comprehensive income (loss)

 196,322

 ( 1,281,666

)

 Total comprehensive loss

 $

 ( 1,192,972

)

 $

 ( 2,431,650

)

 Consolidated Statements of Changes in Shareholders ' Equity

 Years Ended December 31, 2023 and 2022

 Common Stock

 $.01 Par

 Value

 Additional

 Paid-in

 Capital

 Treasury

 Stock

 Accumulated

 Other

 Comprehensive

 Income (Loss)

 Accumulated

 Deficit

 Total

 Shareholders'

 Equity

 Balance as of January 1, 2022

 $

 148,671

 $

 17,538,618

 $

 ( 64,280

)

 $

 798,073

 $

 ( 11,809,113

)

 $

 6,611,969

 Common stock shares issued, net of issuance costs

 7,334

 4,315,703

 -

 -

 -

 4,323,037

 Treasury shares issued

 -

 -

 12,150

 -

 -

 12,150

 Other comprehensive loss

 -

 -

 -

 ( 1,281,666

)

 -

 ( 1,281,666

)

 -

 -

 -

 -

)

)

 Balance as of December 31, 2022

 $

 156,005

 $

 21,854,321

 $

 ( 52,130

)

 $

 ( 483,593

)

 $

 ( 12,959,097

)

 $

 8,515,506

 Common stock shares subscribed, net of issuance costs

 3,593

 2,664,994

 -

 -

 -

 2,668,587

 Treasury shares issued

 -

 -

 4,410

 -

 -

 4,410

 Other comprehensive gain

 -

 -

 -

 196,322

 -

 196,322

 -

 -

 -

 -

)

)

 Balance as of December 31, 2023

 $

 159,598

 $

 24,519,315

 $

 ( 47,720

)

 $

 ( 287,271

)

 $

 ( 14,348,391

)

 $

 9,995,531

 Consolidated Statements of Cash Flows

 Years Ended December 31,

 2023

 2022

 Operating activities

 $

)

 $

)

 Adjustments to reconcile net loss to net cash used in operating activities:

 Net accretion of discount and amortization of premium on investments

 ( 311,661

)

 ( 322,626

)

 Net realized capital gains

 ( 3,027

)

 ( 17,635

)

 Provision for depreciation and amortization

 55,938

 53,455

 Policy acquisition costs deferred

 ( 1,459,756

)

 ( 1,412,879

)

 Policy acquisition costs amortized

 533,160

 477,290

 Mortgage loan origination fees deferred

 ( 93,806

)

 ( 51,498

)

 Amortization of mortgage loan origination fees

 20,296

 40,105

 Provision for estimated mortgage loan losses

 ( 18,114

)

 27,202

 Provision for estimated uncollectible advances and notes receivable

 ( 8,222

)

 ( 38,114

)

 Interest credited to policyholders

 1,416,278

 833,590

 Non-cash salary expense

 4,410

 12,150

 Change in assets and liabilities:

 Accrued investment income

 23,642

 ( 26,378

)

 Due premium

 ( 17,111

)

 15,561

 Reinsurance recoverable

 ( 500,865

)

 ( 316,157

)

 Advances and notes receivable

 ( 161,454

)

 239,409

 Prepaid assets

 ( 1,740

)

 ( 26,220

)

 Other assets

 ( 589,890

)

 ( 217,157

)

 Future policy benefits

 403,052

 618,078

 Policy claims

 364,769

 112,968

 Other policy liabilities

 ( 20,671

)

 ( 8,370

)

 Other liabilities

 311,267

 5,961

 Net cash used in operating activities

 ( 1,442,799

)

 ( 1,151,249

)

 Investing activities

 Purchases of furniture and equipment

 ( 5,548

)

 ( 10,440

)

 Purchases of intangible assets

 -

 ( 19,450

)

 Purchases of available for sale securities

 -

 ( 1,461,639

)

 Sales of available for sale securities

 2,760,920

 1,111,464

 Purchases of mortgage loans

 ( 5,293,391

)

 ( 18,524,900

)

 Payments on mortgage loans

 8,923,756

 13,127,078

 Policy loans

 6,480

 ( 21,176

)

 Purchases of other long-term investments

 -

 ( 1,645,721

)

 Payments on other long-term investments

 1,178,006

 1,134,083

 Net cash provided by (used in) investing activities

 7,570,223

 ( 6,310,701

)

 Financing activities

 Proceeds from the subscription and issuance of common stock

 2,668,587

 4,323,037

 Policyholder deposits

 302,777

 590,665

 Policyholder withdrawals

 ( 1,601,282

)

 ( 1,451,914

)

 Deposit-type contracts - deposits

 255,721

 Deposit-type contracts - withdrawals

 ( 36,839

)

 ( 62,636

)

 Net cash provided by financing activities

 1,333,902

 3,654,873

 Increase (decrease) in cash and cash equivalents

 7,461,326

 ( 3,807,077

)

 Cash and cash equivalents, beginning of period

 8,224,914

 Cash and cash equivalents, end of period

 $

 $

 Supplemental disclosure of non-cash financing activities

 Treasury stock issued as compensation

 $

 4,410

 $

 12,150

 Subscriptions receivable for common stock

 52,035

 -

 1. Organization and Significant Accounting Policies

 Nature of Operations

 Texas Republic Capital Corporation (the "Company") is the parent holding company of Texas Republic Life Insurance Company ("TRLIC"), Texas Republic Life Solutions, Inc. ("TRLS"), and Axis Insurance Solutions, LLC ("AIS"). The Company was incorporated in Texas on May 15, 2012, for the primary purpose of forming and capitalizing a life insurance company subsidiary.

 The Texas Department of Insurance approved TRLIC's life insurance charter on August 1, 2016. The Company capitalized TRLIC with $ 3,000,000 and owns 100 % of TRLIC. TRLIC began insurance operations on April 3, 2017 and is currently selling life and annuity products in the state of Texas. In 2018 the Company made additional capital contributions totaling $ 2,750,000 for the entire year. In 2019 the Company made two more capital contributions to TRLIC. The first contribution consisted of mortgage loans valued at $ 857,133 and the second one was a $ 1,300,000 cash contribution. In 2021 and 2022, the Company made additional total capital contributions of $ 2,100,000 and $ 2,100,000, respectively. In 2023, the Company made $ 1,750,000 in total capital contributions. Total capitalization of TRLIC was $ 13,857,133 at December 31, 2023.

 TRLS, a life and health insurance agency, was incorporated February 1, 2017. The Company capitalized TRLS with $ 50,000 and owns 100 % of TRLS. In 2018 and 2020 the Company made additional capital contributions of $ 100,000 and $ 200,000, respectively. In 2021 and 2022, the Company made additional total capital contributions of $ 50,000 and $ 150,000, respectively. Total capitalization of TRLS was $ 550,000 at December 31, 2023.

 AIS, a property & casualty insurance agency, was formed on April 6, 2021. The Company capitalized AIS with $ 25,000 and owns 100 % of AIS.

 From incorporation through April 2, 2017 the Company was involved in the sale of common stock to provide working capital. During this time, the Company completed an organizational offering, three private placement stock offerings and an intrastate public stock offering in the state of Texas. The Company raised $ 10,336,500 and incurred $ 1,215,569 of offering costs through the issuance of 12,865,000 shares from the organizational offering and three private placement offerings. The intrastate public stock offering was registered to raise $ 25,000,000 by offering 5,000,000 shares of its common stock and ended on April 2, 2017. Through this offering the Company raised an additional $ 10,010,485 and incurred another $ 1,444,127 of offering costs through the sale of 2,002,097 shares of common stock. On May 31, 2022, the Company began a rights offering to existing shareholders only. The rights offering ended on September 30, 2022. Through this rights offering, the Company raised $ 4,400,652 and incurred $ 77,615 of offering costs through the sale of 733,442 shares of its common stock.

 On January 1, 2023, the Company began a six-million-dollar private placement offering with a possible 10% oversubscription. This offering was extended for an additional year and will end on January 1, 2025, unless all of the shares are sold before then or the offering is terminated earlier. These shares will be sold in reliance on the exemption from the registration requirements of the Securities Act of 1933 (the " 1933 Act ") contained in Securities and Exchange Commission ("SEC") Regulation D, Rule 506. No underwriter will be involved in connection with the issuance of these shares, and we will not pay finder's fees in this private placement. The Company has raised $ 2,694,690 and incurred $ 26,103 of offering costs from the subscription of 359,292 shares through December 31, 2023 from this offering.

 Basis of Presentation

 The accompanying audited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP").

 Principles of Consolidation

 The consolidated financial statements include the accounts and operations of the Company and its subsidiaries. All intercompany accounts and transactions are eliminated in consolidation.

 Use of Estimates

 The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Although these estimates are based on management's knowledge of current events and actions it may undertake in the future, they may ultimately differ from actual results.

 1. Organization and Significant Accounting Policies (continued)

 Reclassifications

 Certain reclassifications have been made in the prior year financial statements to conform to current year classifications. These reclassifications had no effect on the previously reported net loss or shareholders' equity.

 Investments

 Fixed maturity securities are comprised of bonds that are classified as available-for-sale and are carried at fair value net of any necessary valuation allowance for credit losses with unrealized gains and losses, net of applicable income taxes, reported in accumulated other comprehensive income (loss). The amortized cost of fixed maturity securities available-for-sale is generally adjusted for amortization of premium and accretion of discount.

 Interest income, as well as the related amortization of premium and accretion of discount, is included in net investment income under the effective yield method.

 The Company monitors all fixed maturity securities on an on-going basis relative to changes in credit ratings, market prices, earnings trends and financial performance, in addition to specific region or industry reviews. The Company evaluates whether a credit impairment exists for fixed maturity securities by considering primarily the following factors: (a) changes in the financial condition of the security's underlying collateral; (b) whether the issuer is current on contractually obligated interest and principal payments; (c) changes in the financial condition, credit rating and near-term prospects of the issuer; and (d) the payment structure of the security. The Company's best estimate of expected future cash flows used to determine the credit loss amount is a quantitative and qualitative process. Quantitative review includes information received from third-party sources such as financial statements, pricing and rating changes, liquidity and other statistical information. Qualitative factors include judgments related to business strategies, economic impacts on the issuer, overall judgment related to estimates and industry factors as well as the Company's intent to sell the security, or if it is more likely than not that the Company would be required to sell a security before recovery of its amortized cost.

 The Company's best estimate of future cash flows involves assumptions including, but not limited to, various performance indicators, such as historical and projected default and recovery rates, credit ratings, and current delinquency rates. These assumptions require the use of significant management judgment and include the probability of issuer default and estimates regarding timing and amount of expected recoveries, which may include estimating the underlying collateral value. In addition, projections of expected future fixed maturity security cash flows may change based upon new information regarding the performance of the issuer. Any credit losses are presented as an allowance rather than as a write-down of available-for-sale fixed maturity securities, with the change in allowance reported in net loss on the consolidated statements of operations.

 Purchases and sales of securities are recorded on a trade-date basis. Interest earned on investments is recorded on the accrual basis and is included in net investment income.

 The Company's mortgage loan portfolio is comprised entirely of residential properties with loan to appraised value ratios below 90 %. Mortgage loans are carried at current book value. A mortgage loan allowance has been established for any unforeseen losses using an industry approach, which establishes a reserve for possible loan losses charged to expense which represents, in the Company's judgement, the known and estimated credit losses existing in the loan portfolio. This reserve reduces the carrying value of investment in mortgage loans on the consolidated statement of financial position. The fair values for mortgage loans are estimated using discounted cash flow analysis. The discount rate used to calculate fair values was indexed to the SOFR yield curve adjusted for an appropriate credit spread.

 Policy loans are carried at unpaid principal balances. Interest income on policy loans is recognized in net investment income at the contract interest rate when earned.

 The Company's other long-term investments are comprised of lottery prize cash flows holdings held at amortized cost. Payments on these investments are made by state run lotteries. Since state run lotteries are unlikely to default even in the most dire economic situations, no allowance for credit losses are necessary. Interest income and the accretion of discount are included in net investment income.

 1. Organization and Significant Accounting Policies (continued)

 Cash and Cash Equivalents

 Cash and cash equivalents include cash on hand and money market instruments.

 Deferred Policy Acquisition Costs

 Costs that relate to and vary with the successful production of new business are deferred over the life of the policy. Deferred acquisition costs ("DAC") consist of commissions and policy issuance, underwriting and agency expenses.

 DAC expenses are amortized primarily over the premium-paying period of life policies and as profits emerge on annuity products. Amortization uses the same assumptions as were used in computing liabilities for future policy benefits. There was $ 1,459,756 and $ 1,412,879 of DAC deferred for the twelve months ended December 31, 2023 and 2022, respectively. There was $ 533,160 and $ 477,290 of DAC amortized for the twelve months ended December 31, 2023 and 2022, respectively.

 Deferred Sales Inducement Costs

 Sales inducement costs ("SIC") are related to policy bonuses issued on some of the Company's annuity products. SIC is deferred at the issuance of the policy and amortized over the bonus period on a straight-line basis. The amount deferred is based on the difference between the fund value with the bonus and the fund value without the bonus. There was $ 214,885 and $ 445,373 of SIC deferred at December 31, 2023 and 2022, respectively. For the twelve months ended December 31, 2023 there was $ 0 of SIC deferred and $ 230,488 of SIC amortized. There was $ 0 of SIC deferred and $ 270,780 of SIC amortized during the twelve months ended December 31, 2022.

 Advances and Notes Receivable

 Advances and notes receivable are recorded at unpaid principal balances. Management evaluates the collectability of advances and notes receivable on the specific identification basis. Management had an allowance for possible uncollectable agent balances of $ 7,650 and $ 15,870 as of December 31, 2023 and 2022, respectively.

 Leased Property – Right to Use Asset

 In February 2016, the FASB issued ASU 2016-02, Lease Accounting (Topic 842) ("ASU 2016-02"). Under ASU 2016-02, a lessee is required to recognize assets and liabilities for leases with lease terms of more than twelve months. The Company's home office lease had an original term greater than one year, and the Company recognizes on the balance sheet a right of use ("ROU") operating lease asset and a lease liability, initially measured at the present value of the lease payments. Lease costs are recognized in the income statement over the lease term on a straight-line basis. ROU assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. The Company has a lease asset and liability of $ 341,866 and $ 429,151 as of December 31, 2023 and 2022, respectively.

 Intangible assets

 Intangible assets are stated at cost less accumulated amortization and reflect amounts paid for the Company's computer software costs during the application development stage. The software costs placed in service are amortized using the straight-line method over the seven-year estimated useful life of the software. The asset is tested for impairment at least annually. Subsequent modifications or upgrades to internal-use software are capitalized only to the extent that additional functionality is provided.

 Furniture and Equipment

 Furniture and equipment are carried at cost less accumulated depreciation or amortization. Office furniture, equipment and EDP equipment are recorded at cost or fair value at acquisition less accumulated depreciation or amortization using the straight-line method over a period that approximates the estimated useful life of the respective assets of three to seven years. Expenditures for improvements are capitalized, and expenditures for maintenance and repairs are expensed as incurred. Upon sale or retirement, the cost and related accumulated depreciation and amortization is removed from the related accounts, and the resulting gain or loss, if any, is reflected in income.

 1. Organization and Significant Accounting Policies (continued)

 Policyholders ' Account Balances

 The Company's liability for policyholders' account balances represents the contract value that has accrued to the benefit of the policyholder as of the financial statement date. This liability is generally equal to the accumulated account deposits plus applicable bonus and interest credited less policyholders' withdrawals and other charges assessed against the account balance. Interest crediting rates for individual annuities range from 1.55 % to 5.50 %.

 Future Policy Benefits

 Future policy benefit reserves have been computed by the net level premium method with assumptions as to investment yields, mortality and withdrawals based upon the Company's experience. The preparation of financial statements requires management to make estimates and assumptions that affect the reported amount of policy liabilities and the increase in future policy benefit reserves. Management's judgments and estimates for future policy benefit reserves provide for possible unfavorable deviation. Actual experience may emerge differently from that originally estimated. Any such difference would be recognized in the current year's consolidated statement of operations.

 Common Stock

 Common stock is fully paid, non-assessable and has a par value of $.01 per share.

 Treasury Stock

 Treasury stock, representing shares of the Company's common stock that have been reacquired after having been issued and fully paid, are recorded at cost.

 Federal Income Taxes

 The Company uses the asset and liability method of accounting for income taxes. Deferred income taxes are provided for cumulative temporary differences between balances of assets and liabilities determined under GAAP and balances determined using tax bases.

 Net Loss Per Common Share Outstanding and Subscribed

 Net loss per common share is calculated using the weighted average number of common shares outstanding and subscribed during the year. The weighted average common shares outstanding and subscribed were 15,757,631 and 15,108,340 for the years ending December 31, 2023 and 2022, respectively.

 Related Party Transactions

 The Company entered into an agreement with First Trinity Financial Corporation (FTFC) where FTFC will use its resources to source mortgage loans on real estate and lottery bonds. FTFC will present to the Company investments based on criteria the Company has established. The Company has the option to purchase the presented investment assets directly from the seller or to decline the purchase based on the Company's analysis of the investment. The Chairman of the Company is also the Chairman, President, and Chief Executive Officer of FTFC. The Company paid $ 93,806 and $ 51,498 to FTFC under the agreement for the years ending December 31, 2023 and 2022, respectively.

 The Company entered into a coinsurance reinsurance agreement with Family Benefit Life Insurance Company (FBLIC), which is a subsidiary of FTFC. The Company will cede a portion of new business from our TrueFlex product related to specific groups to FBLIC as mutually agreed upon in advance. This new agreement became effective on January 1, 2022, and as of December 31, 2023 there have been five groups covered under this agreement.

 Subsequent Events

 Management has evaluated subsequent events for recognition and disclosure in the financial statements through the date the financial statements were available to be issued. The Company did not identify any subsequent events requiring recognition or disclosure.

 1. Organization and Significant Accounting Policies (continued)

 Recently Adopted Accounting Pronouncements

 In September 2016, the FASB issued ASU 2016-13, " Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments " ("ASU 2016-13"). ASU 2016-13 changes the way entities recognize impairment of financial assets by requiring immediate recognition of estimated credit losses expected to occur over the remaining life of many financial assets, including, among others, held-to-maturity debt securities, mortgage loans, lottery prize receivables, trade receivables, and reinsurance recoverables. ASU 2016-13 requires a valuation allowance to be calculated on these financial assets and that they be presented on the financial statements net of the valuation allowance. This methodology is referred to as the current expected credit loss model. ASU 2016-13 had an original effective date for fiscal years beginning after December 15, 2019. The FASB recently delayed the effective date of ASU 2016-13 to fiscal years beginning after December 15, 2022 for smaller reporting companies, with early adoption permitted. The adoption of this guidance did not have a material impact on the Company's financial condition and results of operations.

 In March 2022, the FASB issued amendments (Accounting Standards Update 2022-2) for the accounting of troubled debt restructuring and disclosures. The amendments introduce new requirements related to certain modifications of receivables made to borrowers experiencing financial difficulties. The amendments promulgate that an entity must apply specific loan refinancing and restructuring guidance to determine whether a modification results in a new loan or the continuation of an existing loan. The amendments also require that an entity disclose current-period gross write-offs by year of origination for financing receivables and net investment in leases. The amendments in this guidance are effective for fiscal years beginning after December 15, 2022, and should be applied prospectively. The adoption of this guidance did not have a material impact on the Company's results of operations, financial position or liquidity.

 Recently Issued Accounting Pronouncements

 In August 2018, the FASB issued ASU 2018-12 Financial Services-Insurance (Topic 944) - Targeted Improvements to the Accounting for Long-Duration Contracts. This update is aimed at improving the Codification related to long-duration contracts which will improve the timeliness of recognizing changes in the liability for future policy benefits, simplify accounting for certain market-based options, simplify the amortization of deferred acquisition costs, and improve the effectiveness of required disclosures. These updates were originally required to be applied retrospectively to the earliest period presented in the financial statements for periods beginning after December 15, 2020. The FASB has delayed the effective date of ASU 2018-12 to periods beginning after December 15, 2024 for smaller reporting companies, with early adoption permitted. The Company is currently evaluating the impact of this guidance on the Company's financial condition and results of operations.

 In December 2022, the FASB issued amendments (Accounting Standards Update 2022-5) to Accounting Standards Update 2018-12 (Targeted Improvements for Long-Duration Contracts) that originally required an insurance entity to apply a retrospective transition method as of the beginning of the earliest period presented or the beginning of the prior fiscal year if early application was elected. This updated guidance reduces implementation costs and complexity associated with the adoption of targeted improvements in accounting for long-duration contracts that have been derecognized in accordance with Accounting Standards Update 2018-12 before the delayed effective date. Without the amendments in this Update, an insurance entity would be required to reclassify a portion of gains or losses previously recognized in the sale or disposal of insurance contracts or legal entities because of the adoption of a new accounting standard. Because there is no effect on an insurance entity's future cash flows, this reclassification may not be useful to users of financial information. The amendments in this guidance are effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of this guidance on the Company's financial condition and results of operations.

 On July 26, 2023, the U.S. Securities and Exchange Commission adopted this Final Rule (the "Cybersecurity Final Rule") enhancing disclosure requirements for registered companies covering cybersecurity risk and management. The Cybersecurity Final Rule requires registrants to disclose material cybersecurity incidents on Form 8-K within four business days of a determination that a cybersecurity incident is material, and such materiality determination must be made without unreasonable delay. The rule also requires periodic disclosures of, among other things, details on the company's processes to assess, identify, and manage cybersecurity risks, cybersecurity governance, and management's role in overseeing such a compliance program, including the board of directors' oversight of cybersecurity risks. Certain reporting requirements under the Cybersecurity Final Rule become effective as early as December 2023. The Company has not ever had a material cyber security incident but will follow the Cybersecurity Final Rule regarding timely disclosure of a material cyber security incident.

 2. Investments

 Fixed Maturity Securities Available-For-Sale

 Investments in fixed maturity securities available-for-sale as of December 31, 2023 and 2022 are summarized as follows:

 Gross

 Gross

 Amortized

 Fair

 Cost

 Gains

 Losses

 Value

 $

 5,878,911

 $

 14,577

 $

 301,848

 $

 $

 5,878,911

 $

 14,577

 $

 301,848

 $

 Gross

 Gross

 Amortized

 Fair

 Cost

 Gains

 Losses

 Value

 $

 7,144,489

 $

 1,153

 $

 478,242

 $

 6,667,400

 U.S. Treasury securities

 1,476,294

 -

 6,504

 1,469,790

 $

 8,620,783

 $

 1,153

 $

 484,746

 $

 8,137,190

 For securities in an unrealized loss position as of the financial statement dates, the estimated fair value, pre-tax gross unrealized loss and number of securities by length of time that those securities have been continuously in an unrealized loss position as of December 31, 2023 and 2022 are summarized as follows:

 Number of

 Fair Value

 Loss

 Securities

 Less than 12 months

 $

 500,000

 $

 7,082

 Greater than 12 months

 4,578,111

 294,766

 $

 5,078,111

 $

 301,848

 Number of

 Fair Value

 Loss

 Securities

 Less than 12 months

 $

 6,565,489

 $

 478,242

 U.S. Treasury securities

 1,469,790

 6,504

 Greater than 12 months

 -

 -

 -

 $

 8,035,279

 $

 484,746

 As of December 31, 2023, the fixed maturity securities in a loss position had an average fair value to amortized cost ratio of 94.4 %. As of December 31, 2022, the fixed maturity securities in a loss position had an average fair value to amortized cost ratio of 94.3 %.

 As of December 31, 2023 and 2022, there were no fixed maturity securities that were below investment grade as rated by taking the median of Fitch's, Moody's, and Standard and Poor's ratings, respectively.

 2. Investments (continued)

 The Company monitors all fixed maturity securities on an on-going basis relative to changes in credit ratings, market prices, earnings trends and financial performance, in addition to specific region or industry reviews. The Company evaluates whether a credit impairment exists for fixed maturity securities by considering primarily the following factors: (a) changes in the financial condition of the security's underlying collateral; (b) whether the issuer is current on contractually obligated interest and principal payments; (c) changes in the financial condition, credit rating and near-term prospects of the issuer; and (d) the payment structure of the security. The Company's best estimate of expected future cash flows used to determine the credit loss amount is a quantitative and qualitative process. Quantitative review includes information received from third-party sources such as financial statements, pricing and rating changes, liquidity and other statistical information. Qualitative factors include judgments related to business strategies, economic impacts on the issuer, overall judgment related to estimates and industry factors as well as the Company's intent to sell the security, or if it is more likely than not that the Company would be required to sell a security before recovery of its amortized cost.

 The Company's best estimate of future cash flows involves assumptions including, but not limited to, various performance indicators, such as historical and projected default and recovery rates, credit ratings, and current delinquency rates. These assumptions require the use of significant management judgment and include the probability of issuer default and estimates regarding timing and amount of expected recoveries, which may include estimating the underlying collateral value. In addition, projections of expected future fixed maturity security cash flows may change based upon new information regarding the performance of the issuer. Any credit losses are presented as an allowance rather than as a write-down of available-for-sale fixed maturity securities.

 As of December 31, 2023, the Company determined that no allowances for credit losses were necessary for the fixed maturity securities based on the current holdings, the respective economic factors, and the Company's historical experience.

 The unrealized depreciation shown herein are primarily the result of the current interest rate environment rather than credit factors.

 Net unrealized losses included in accumulated other comprehensive loss for investments classified as available-for-sale are summarized as follows:

 2023

 2022

 Unrealized appreciation (depreciation) on available-for-sale securities

 $

 ( 287,271

)

 $

 ( 483,593

)

 Net unrealized appreciation (depreciation) on available-for-sale securities

 $

 ( 287,271

)

 $

 ( 483,593

)

 The amortized cost and fair value of fixed maturity available-for-sale securities as of December 31, 2023, by contractual maturity, are summarized as follows:

 Amortized Cost

 Fair Value

 Due in one year or less

 $

 369,647

 $

 365,911

 Due after one year through five years

 3,107,957

 3,030,304

 Due after five years through ten years

 462,160

 441,894

 Due after ten years

 1,939,147

 1,753,531

 $

 5,878,911

 $

 For the year ended December 31, 2023, the Company received $ 2,760,920 of proceeds from sales and maturities of investments in available-for-sale securities and had $ 3,027 of gross gains and $ 0 of gross losses realized, respectively. For the year ended December 31, 2022, the Company received $ 1,111,464 of proceeds from sales and maturities of investments in available-for-sale securities and had $ 20,643 of gross gains and $ 3,008 of gross losses realized, respectively.

 Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

 2. Investments (continued)

 The amortized cost and fair value of other long-term investments (which consists of lottery prize cash flows) as of December 31, 2023, by contractual maturity, are summarized as follows:

 Amortized Cost

 Fair Value

 Due in one year or less

 $

 1,061,339

 $

 1,133,968

 Due after one year through five years

 1,654,342

 1,720,964

 Due after five years through ten years

 157,341

 174,517

 Total other long-term investments

 $

 2,873,022

 $

 3,029,449

 Other long-term investments by geographic distribution:

 %

 %

 California

 $

 352,011

 12.3

 %

 $

 482,073

 12.8

 %

 Florida

 242,017

 8.4

 305,478

 8.1

 Georgia

 567,542

 19.8

 690,211

 18.3

 Indiana

 63,873

 2.2

 149,263

 4.0

 Massachusetts

 959,906

 33.4

 1,187,513

 31.6

 New York

 344,214

 12.0

 514,540

 13.7

 Ohio

 96,330

 3.3

 120,468

 3.2

 Oregon

 69,619

 2.4

 89,932

 2.4

 Pennsylvania

 177,510

 6.2

 223,533

 5.9

 Total

 $

 2,873,022

 100.0

 %

 $

 3,763,011

 100.0

 %

 Mortgage Loans on Real Estate

 The Company utilizes the ratio of the carrying value of individual mortgage loans compared to the individual appraisal value to evaluate the credit quality of its mortgage loans on real estate (commonly referred to as the loan-to-value ratio). Currently, all of the Company's mortgage loans are loans on residential properties. The Company's mortgage loans on real estate by credit quality using this ratio as of December 31, 2023 and 2022 are summarized as follows:

 Loan-to-value ratio

 80% to 90%

 $

 599,672

 $

 415,486

 70% to 80%

 4,536,084

 4,917,690

 60% to 70%

 5,397,473

 8,745,288

 50% to 60%

 2,091,073

 2,241,720

 Less than 50%

 2,418,288

 2,253,525

 Total

 $

 15,042,590

 $

 18,573,709

 2. Investments (continued)

 Mortgage loans by geographic distribution:

 State

 %

 %

 Alabama

 $

 1,319,136

 8.8

 %

 $

 1,717,499

 9.3

 %

 Arkansas

 -

 -

 210,194

 1.1

 Arizona

 129,506

 0.9

 132,475

 0.7

 California

 389,274

 2.6

 563,448

 3.0

 Colorado

 149,907

 1.0

 152,158

 0.8

 Florida

 1,543,852

 10.2

 1,505,508

 8.1

 Georgia

 352,107

 2.3

 1,167,321

 6.3

 Illinois

 508,180

 3.4

 732,223

 3.9

 Indiana

 594,006

 4.0

 338,596

 1.8

 Kansas

 -

 -

 189,100

 1.0

 Kentucky

 714,820

 4.7

 220,057

 1.2

 Louisiana

 381,584

 2.5

 874,216

 4.7

 Maryland

 255,577

 1.7

 -

 -

 Michigan

 -

 -

 182,941

 1.0

 Missouri

 1,937,755

 12.9

 2,518,454

 13.6

 North Carolina

 277,232

 1.8

 878,212

 4.7

 New Jersey

 434,206

 2.9

 444,162

 2.4

 Ohio

 164,491

 1.1

 -

 -

 Pennsylvania

 297,612

 2.0

 607,020

 3.3

 South Carolina

 509,537

 3.4

 628,601

 3.4

 Tennessee

 1,924,277

 12.8

 3,572,294

 19.2

 Texas

 3,101,034

 20.6

 1,439,182

 7.8

 Virginia

 -

 -

 257,705

 1.4

 Wisconsin

 58,497

 0.4

 242,343

 1.3

 Total

 $

 15,042,590

 100.0

 %

 $

 18,573,709

 100.0

 %

 There were 2 mortgage loans with principal balances of $ 284,185 that were 90 days or more past due and still accruing interest as of December 31, 2023. One of those 2 mortgage loans had a principal balance of $ 75,899 and was in the process of foreclosure as of December 31, 2023. The Company expects to fully recover the principal balance outstanding plus any accrued interest along with all fees and expenses. There were 2 mortgage loans with principal balances of $ 118,218 that were 90 days or more past due and still accruing interest as of December 31, 2022. The Company had a mortgage loan allowance of $ 74,663 and $ 92,777 as of December 31, 2023 and 2022, respectively.

 2023

 2022

 Beginning of year: mortgage loan allowance balance

 $

 92,777

 $

 65,575

 Current year change in provision of estimated mortgage loan losses

 ( 18,114

)

 27,202

 End of year: mortgage loan allowance balance

 $

 74,663

 $

 92,777

 Major categories of net investment income for the years ended December 31, 2023 and 2022 are summarized as follows:

 For the Years Ended December 31,

 2023

 2022

 $

 298,393

 $

 328,818

 Other long-term assets

 288,017

 271,048

 Mortgage loans

 1,222,925

 1,183,591

 Short-term and other investments

 327,376

 132,438

 Gross investment income

 2,136,711

 1,915,895

 Investment expenses

 ( 44,900

)

 ( 204,880

)

 Net investment income

 $

 2,091,811

 $

 1,711,015

 3. Fair Value Measurements

 Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) on the measurement date. The Company also considers the impact on fair value of a significant decrease in volume and level of activity for an asset or liability when compared with normal activity.

 The Company holds fixed maturity securities that are measured and reported at fair market value on the statement of financial position. The Company determines the fair market values of its financial instruments based on the fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value, as follows:

 Level 1 - Quoted prices in active markets for identical assets or liabilities. The Company has no Level 1 assets that would include securities traded in an active exchange market.

 Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. The Company's Level 2 assets and liabilities include fixed maturity securities with quoted prices that are traded less frequently than exchange-traded instruments or assets and liabilities whose value is determined using a pricing model with inputs that are observable in the market or can be derived principally from or corroborated by observable market data. This category generally includes U.S. Government and agency mortgage-backed debt securities and corporate debt securities.

 Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. This category generally includes investments where independent pricing information was not able to be obtained for a significant portion of the underlying assets.

 The Company has categorized its financial instruments, based on the priority of the inputs to the valuation technique, into the three-level fair value hierarchy. If the inputs used to measure the financial instruments fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. A review of fair value hierarchy classifications is conducted on a quarterly basis. Changes in the valuation inputs, or their ability to be observed, may result in a reclassification for certain financial assets or liabilities. Reclassifications impacting the levels of the fair value hierarchy are reported as transfers in and out of the specific level category as of the beginning of the period in which the reclassifications occur.

 The Company's fair value hierarchy for those financial instruments measured at fair value on a recurring basis as of December 31, 2023 and 2022 are summarized as follows:

 Level 1

 Level 2

 Level 3

 Total

 Fixed maturity securities, available-for-sale

 $

 -

 $

 $

 -

 $

 $

 -

 $

 $

 -

 $

 Level 1

 Level 2

 Level 3

 Total

 Fixed maturity securities, available-for-sale

 $

 -

 $

 6,667,400

 $

 -

 $

 6,667,400

 U.S. Treasury securities

 -

 1,469,790

 -

 1,469,790

 $

 -

 $

 8,137,190

 $

 -

 $

 8,137,190

 Fair values for Level 2 assets for the Company's fixed maturity securities available-for-sale are primarily based on prices supplied by a third-party investment service. The third-party investment service provides quoted prices which use observable inputs in developing such rates.

 3. Fair Value Measurements (continued)

 The Company analyzes market valuations received to verify reasonableness and to understand the key assumptions used and the sources. Since the fixed maturity securities owned by the Company do not trade on a daily basis, the third-party investment service prepares estimates of fair value measurements using relevant market data, benchmark curves, sector groupings, and matrix pricing. As the fair value estimates of the Company's fixed maturity securities are based on observable market information rather than market quotes, the estimates of fair value on these fixed maturity securities are included in Level 2 of the hierarchy. The Company's Level 2 investments include corporate bonds and U.S. Treasury securities.

 The Company's fixed maturity securities available-for-sale portfolio is highly liquid and allows for substantially all of the portfolio to be priced through pricing services.

 Fair Value of Financial Instruments

 The carrying amount and fair value of the Company's financial assets and liabilities disclosed, but not carried, at fair value as of December 31, 2023 and 2022 and the level within the fair value hierarchy at which such assets and liabilities are measured on a recurring basis are summarized as follows:

 Financial Instruments Disclosed, But Not Carried, at Fair Value:

 Carrying

 Fair

 Amount

 Value

 Level 1

 Level 2

 Level 3

 Financial assets

 Cash and cash equivalents

 $

 $

 $

 $

 -

 $

 -

 Mortgage loans on real estate

 15,042,590

 13,095,489

 -

 -

 13,095,489

 Policy loans

 15,016

 15,016

 -

 -

 15,016

 Other long-term investments

 2,873,022

 3,029,449

 -

 -

 3,029,449

 Accrued investment income

 193,035

 193,035

 -

 -

 193,035

 Advances and notes receivable

 235,682

 235,682

 -

 -

 235,682

 Total financial assets

 $

 30,238,508

 $

 28,447,834

 $

 $

 -

 $

 16,568,671

 Financial liabilities

 Policyholders' account balances

 $

 28,192,706

 $

 18,105,392

 $

 -

 $

 -

 $

 18,105,392

 Policy claims and other benefits

 1,014,951

 1,014,951

 -

 -

 1,014,951

 Total financial liabilities

 $

 29,207,657

 $

 19,120,343

 $

 -

 $

 -

 $

 19,120,343

 Carrying

 Fair

 Amount

 Value

 Level 1

 Level 2

 Level 3

 Financial assets

 Cash and cash equivalents

 $

 $

 $

 $

 -

 $

 -

 Mortgage loans on real estate

 18,573,709

 17,151,922

 -

 -

 17,151,922

 Policy loans

 21,496

 21,496

 -

 -

 21,496

 Other long-term investments

 3,763,011

 4,011,887

 -

 -

 4,011,887

 Accrued investment income

 216,677

 216,677

 -

 -

 216,677

 Advances and notes receivable

 66,006

 66,006

 -

 -

 66,006

 Total financial assets

 $

 27,058,736

 $

 25,885,825

 $

 $

 -

 $

 21,467,988

 Financial liabilities

 Policyholders' account balances

 $

 28,305,422

 $

 17,854,082

 $

 -

 $

 -

 $

 17,854,082

 Policy claims and other benefits

 650,182

 650,182

 -

 -

 650,182

 Total financial liabilities

 $

 28,955,604

 $

 18,504,264

 $

 -

 $

 -

 $

 18,504,264

 3. Fair Value Measurements (continued)

 The estimated fair value amounts have been determined using available market information and appropriate valuation methodologies. However, considerable judgment was required to interpret market data to develop these estimates. Accordingly, the estimates are not necessarily indicative of the amounts which could be realized in a current market exchange. The use of different market assumptions or estimation methodologies may have a material effect on the fair value amounts.

 The following methods and assumptions were used in estimating the fair value disclosures for financial instruments in the accompanying financial statements and notes thereto:

 Fixed Maturity Securities

 The fair value of fixed maturity securities is based on the principles previously discussed as Level 1, Level 2 and Level 3.

 Cash and Cash Equivalents, Policy loans, Accrued Investment Income and Advances and Notes Receivable

 The carrying value of these financial instruments approximates their fair values due to the expected short-term nature until the cash settlement of these items. Cash and cash equivalents are included in Level 1 of the fair value hierarchy due to their highly liquid nature. Policy loans, accrued investment income, and advances and notes receivable are included in Level 3 of the fair value hierarchy due to little or no availability of market activity for these types of assets.

 Mortgage loans on Real Estate

 The Company's mortgage loan portfolio is comprised of residential properties with loan to appraised value ratios at or below 90 %. The fair values for mortgage loans are estimated using discounted cash flow analyses. For residential mortgage loans, the discount rate used was indexed to the SOFR yield curve adjusted for an appropriate credit spread.

 Other Long-Term Investments

 Other long-term investments are comprised of lottery prize receivables and fair value is derived by using a discounted cash flow approach. Projected cash flows are discounted using the average FTSE Pension Liability Index in effect at the end of each period.

 Policyholders ' Account Balances

 The fair value for liabilities under investment-type insurance contracts (accumulation annuities) is calculated using a discounted cash flow approach. Cash flows are projected using actuarial assumptions and discounted to the valuation date using risk-free rates adjusted for credit risk and the nonperformance risk of the liabilities.

 The fair values for insurance contracts other than investment-type contracts are not required to be disclosed.

 Policy Claims and other benefits

 The carrying amounts reported for these liabilities approximate their fair value.

 4. Intangible Assets

 The Company capitalized certain costs relating to internally developed software.

 Intangible assets as of December 31, 2023 and 2022 is summarized as follows:

 Software

 $

 341,256

 $

 341,256

 Total Intangible assets

 341,256

 341,256

 Less - accumulated amortization

 ( 95,409

)

 ( 46,239

)

 Intangible assets net of accumulated amortization

 $

 245,847

 $

 295,017

 5. Property and Equipment

 Property and equipment as of December 31, 2023 and 2022 is summarized as follows:

 Total property and equipment

 $

 91,451

 $

 85,903

 Less - accumulated depreciation

 ( 71,942

)

 ( 65,174

)

 Property and equipment net of accumulated depreciation

 $

 19,509

 $

 20,729

 6. Income Taxes

 The Company files a consolidated return with its subsidiaries TRLS and AIS. The Company's other subsidiary TRLIC files a separate federal return for life insurance companies. TRLIC is taxed as a life insurance company under the provisions of the Internal Revenue Code. Life insurance companies must file separate tax returns until they have been a member of the consolidated filing group for five years. Certain items included in income reported for financial statement purposes are not included in taxable income for the current period, resulting in deferred income taxes.

 For financial reporting purposes, net loss before income taxes was $ 1,389,294 and $ 1,149,984 for the years ended December 31, 2023 and December 31, 2022. The provision for income taxes consisted of $ 0 current taxes and $ 0 deferred taxes as of December 31, 2023 and December 31, 2022.

 The reconciliation of federal statutory income tax to the Company's provision for income taxes as of December 31, 2023 and December 31, 2022:

 Year Ended December 31,

 Year Ended December 31,

 2023

 2022

 Expected provision at statutory federal rate

 $

 ( 291,752

)

 $

 ( 241,441

)

 Permanent differences

 -

 Deferred true-ups

 ( 100,370

)

 ( 622

)

 Change in valuation allowance

 392,122

 241,992

 Total provision for income taxes

 $

 -

 $

 -

 6. Income Taxes (continued)

 Significant components of the Company's deferred tax assets and liabilities as of December 31, 2023 and December 31, 2022 are as follows:

 Year Ended

 Year Ended

 2023

 2022

 (In thousands)

 Deferred tax assets:

 Net operating loss carryforwards

 $

 3,355

 $

 2,744

 Reserves

 Other

 Gross deferred tax assets

 3,891

 3,374

 Valuation allowance

 ( 3,143

)

 ( 2,791

)

 Net deferred tax assets

 $

 $

 Deferred tax liabilities:

 Investments - unrealized

 Deferred acquisition costs

 ( 637

)

 ( 437

)

 Other

 ( 171

)

 ( 248

)

 Net deferred tax liabilities

 $

 ( 748

)

 $

 ( 583

)

 Net deferred tax asset (liability)

 $

 -

 $

 -

 Management assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing DTAs. A significant piece of objective negative evidence evaluated was the cumulative loss incurred over the three-year period ended December 31, 2023. Such objective evidence limits the ability to consider other subjective evidence, such as our projections for future growth.

 On the basis of this evaluation, as of December 31, 2023, a valuation allowance of $ 3.1 million has been recorded to recognize only the portion of the DTA that is more likely than not to be realized. The amount of the DTA considered realizable, however, could be adjusted if estimates of future taxable income during the carryforward period are reduced or increased or if objective negative evidence in the form of cumulative losses is no longer present and additional weight is given to subjective evidence such as our projections for growth.

 As of December 31, 2023, we had total net operating loss carryforwards of $ 16 million. These net operating loss carryforwards, if unused, will begin to expire in 2031.

 2031-2037

 $

 4,172,660

 Indefinite lived

 11,803,321

 Total

 $

 15,975,981

 We believe that it is more likely than not that the benefit from these NOL carryforwards will not be realized. In recognition of this risk, we have provided a valuation allowance on the DTAs related to these NOL carryforwards.

 Because of the change of ownership provisions of the Tax Reform Act of 1986, use of a portion of our domestic NOL and tax credit carryforwards may be limited in future periods. Further, a portion of the carryforwards may expire before being applied to reduce future income tax liabilities.

 The Company and its subsidiaries have no known uncertain tax benefits within its provision for income taxes. In addition, the Company does not believe it would be subject to any penalties or interest relative to any open tax years and, therefore, have not accrued any such amounts. The Company files U.S. federal income tax returns, income tax returns in various state jurisdictions, and franchise tax returns in the state of Texas. The 2020 through 2022 U.S. federal tax years are subject to income tax examination by tax authorities. The Company classifies any interest and penalties (if applicable) as income tax expense in the financial statements.

 7. Concentrations of Credit Risk

 The Company maintains cash and cash equivalents at multiple institutions. The Federal Deposit Insurance Corporation insures non-interest-bearing accounts up to $ 250,000. Uninsured balances aggregate $ 1,730,158 as of December 31, 2023. The Company monitors the solvency of all financial institutions in which it has funds to minimize the exposure for loss. The Company has not experienced any losses in these accounts and believes it is not exposed to any significant credit risk on cash and cash equivalents.

 8. Stock Incentive Plan

 The Company's life subsidiary, TRLIC had an Agent Stock Incentive Plan ("ASIP"). The plan was approved in August 2018 by the Texas State Securities Board. The plan was suspended by the Company in April 2022. The plan awarded shares of Texas Republic Capital Corporation common stock to agents based on certain production levels achieved in sales of life and annuity products. Calculation of awards are based on production for the previous year ended and issued in the subsequent year. There were 7,000 shares issued in 2023. 12,150 total shares were issued in 2022. The ASIP issued 7,150 of those shares in 2022 based on 2021 production. The Company granted 7,000 and 5,000 total shares in 2023 and 2022, respectively, as part of employment agreements and/or bonuses to employees. In addition, the Company issued stock options to one of its employees at the beginning of 2023. The Company granted a share option of up to 5,000 shares of common stock to this individual. This option award will vest over a 5 -year period of continuous service at a rate of 20% per year, and the exercise price is equal to zero.

 9. Reinsurance

 TRLIC participates in ceded reinsurance in order to provide risk diversification, additional capacity for future growth and limit the maximum net loss potential arising from large risks. TRLIC reinsures all amounts of risk on any one life in excess of $ 50,000 for individual life insurance with our reinsurance partners.

 Statutory reinsurance ceded amounts for TRLIC for 2023 and 2022 are summarized as follows:

 2023

 2022

 Premiums ceded

 $

 1,260,388

 $

 601,372

 Commissions and expense allowances ceded

 915,512

 759,252

 Benefits ceded

 244,598

 230,058

 Reserve credits ceded

 582,168

 146,653

 In force amount ceded

 224,672,000

 194,907,000

 10. Lease Commitment

 The Company rents office space for its administrative operations under an agreement that expires in 2027. In determining the present value of lease payments, the Company uses its incremental borrowing rate obtained from its main commercial bank.

 Future payments under operating lease arrangements accounted for under ASC Topic 842 as of December 31, 2023 are as follows:

 2024

 $

 98,810

 2025

 101,773

 2026

 104,831

 2027

 98,723

 Total operating lease payments, undiscounted

 $

 404,137

 Less: interest

 ( 62,271

)

 Lease liability, at present value

 $

 341,866

 11. Shareholders ' Equity and Statutory Accounting Practices

 TRLIC is domiciled in Texas and prepares its statutory financial statements in accordance with statutory accounting practices prescribed or permitted by the Texas Department of Insurance (TDI). Prescribed statutory accounting practices include publications of the National Association of Insurance Commissioners, state laws, regulations, and general administrative rules. Permitted statutory accounting practices encompass all accounting practices not so prescribed. Statutory accounting practices primarily differ from U.S. GAAP by charging policy acquisition costs to expense as incurred, establishing future policy benefit liabilities using different actuarial assumptions and valuing investments, deferred taxes, and certain assets on a different basis.

 The statutory net loss for TRLIC was $ 1,443,004 and $ 1,368,355 for the years ended December 31, 2023 and 2022, respectively. The statutory capital and surplus of TRLIC was $ 2,970,242 and $ 2,576,675 as of December 31, 2023 and 2022, respectively. TRLIC is subject to Texas laws that limit the amount of dividends insurance companies can pay to stockholders without approval of the TDI. The maximum dividend, which may be paid in any twelve-month period without notification or approval, is limited to the greater of 10 % of statutory surplus as of December 31 of the preceding year or the net gain from operations of the preceding calendar year. Cash dividends may only be paid out of surplus derived from realized net profits. Based on these limitations, there is no capacity for TRLIC to pay a dividend to TRCC. TRLIC has paid no dividends to TRCC.

 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 None

 Item 9A. Controls and Procedures. (This report shall not be deemed to be filed for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section).

 Evaluation of Disclosure Controls and Procedures

 Our management, with the participation of our Chief Executive Officer and Chief Financial Officer ("Certifying Officers"), has evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Securities and Exchange Act of 1934 as amended ("Exchange Act") as of the end of the fiscal period covered by this Annual Report on Form 10-K. Based upon such evaluation, the Certifying Officers have concluded that the Company's disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is made known to management, including our Certifying Officers, as appropriate, to allow timely decisions regarding disclosure and that such information is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms.

 In designing and evaluating our disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operating, can provide only reasonable assurance of achieving the desired control objectives, and our management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

 Management ' s Report on Internal Control over Financial Reporting

 The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting. As of the end of the period covered by this annual report, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Certifying Officers, of the effectiveness of the design and operation of the Company's internal controls over financial reporting as defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934. The standard measures adopted by management in making its evaluation are the measures in the Internal-Control Integrated Framework (2013) published by the Committee of Sponsoring Organizations of the Treadway Commission. Based upon such evaluation, management has determined that internal control over financial reporting was effective as of December 31, 2023.

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

 Limitations on the Effectiveness of Controls

 The Company's management, including the Certifying Officers, does not expect that the disclosure controls and internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

 Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management or board override of the control.

 The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

 Changes to Internal Control over Financial Reporting

 There were no changes in the Company's internal control over financial reporting during the year ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

 Item 9B. Other Information

 None

 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Not applicable.

 Item 10. Directors, Executive Officers and Corporate Governance

 The information required by this Item is incorporated by reference from the Company's proxy statement for the 2024 annual meeting of shareholders to be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934.

 Item 11. Executive Compensation

 The information required by this Item is incorporated by reference from the Company's proxy statement for the 2024 annual meeting of shareholders to be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934.

 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 The information required by this Item is incorporated by reference from the Company's proxy statement for the 2024 annual meeting of shareholders to be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934.

 Item 13. Certain Relationships and Related Transactions, and Director Independence

 The information required by this Item is incorporated by reference from the Company's proxy statement for the 2024 annual meeting of shareholders to be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934.

 Item 14. Principal Accounting Fees and Services

 The information required by this Item is incorporated by reference from the Company's proxy statement for the 2024 annual meeting of shareholders to be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934.

 Item 15. Exhibits

 Exhibit

 Number

 Description of Exhibit

 3.1

 Certificate of Formation

 3.2

 Bylaws

 10.1

 Lease Agreement – October 1, 2014 – September 30, 2017

 10.2

 Mortgage Loan Consulting Agreement between the Company and First Trinity Financial Corporation

 10.3

 Mortgage Loan Purchase Agreement between the Company and First Trinity Financial Corporation

 10.4

 Mortgage Loan Repurchase Guarantee Agreement between the Company and First Trinity Financial Corporation

 10.5

 Administrative Services Agreement between the Company and First Trinity Financial Corporation

 21.1*

 Subsidiaries of Registrant

 24.1*

 Powers of Attorney (included in the signature pages hereto and incorporated herein by reference).

 31.1*

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

 31.2*

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

 32.1*

 Section 1350 Certification of Principal Executive Officer.

 32.2*

 Section 1350 Certification of Principal Financial Officer.

 101.INS**

 101.SCH**

 101.CAL**

 101.DEF**

 101.LAB**

 101.PRE**

 104.FIL**

 * Filed herewith

 ** XBRL Information is furnished and not filed as part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 SIGNATURES

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

 TEXAS REPUBLIC CAPITAL CORPORATION

 Date April 10, 2024

 By:

 /s/ Timothy R. Miller

 Timothy R. Miller

 President and Chief Executive Officer

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

 TEXAS REPUBLIC CAPITAL CORPORATION

 Date April 10, 2024

 By:

 /s/ Shane S. Mitchell

 Shane S. Mitchell

 Chief Financial Officer, Secretary, Treasurer

 SIGNATURES

 In accordance with the requirements of the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 By

 /s/ Timothy R. Miller

 Date

 Timothy R. Miller

 President and Chief Executive Officer

 By

 /s/ William S. Lay

 Date

 William S. Lay, Director

 By

 /s/ Steven D. Braley

 Date

 Steven D. Braley, Director

 By

 /s/ David L. Cleavinger

 Date

 David L. Cleavinger, Director

 By

 /s/ Kenneth R. Davis

 Date

 Kenneth R. Davis, Director

 By

 /s/ J. Pete Laney

 Date

 J. Pete Laney, Director

 By

 /s/ Adrian G. McDonald Jr.

 Date

 Adrian G. McDonald Jr., Director

 By

 /s/ Alvie J. Mitchell Jr.

 Date

 Alvie J. Mitchell Jr., Director

 By

 /s/ Gerald J. Kohout

 Date

 Gerald J. Kohout, Director

 By

 /s/ Gregg E. Zahn

 Date

 Gregg E. Zahn. Director

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