# BRADLEY WOODS & CO. LTD. X-17A-5/A (2024-06-05) — Broker-dealer annual report

- Company: BRADLEY WOODS & CO. LTD.
- Form: X-17A-5/A
- Filed: 2024-06-05
- Period: 2024-02-29
- Accession: 0000013783-24-000005
- CIK: 13783
- File #: 8-28862
- Type: Broker-dealer
- Material weakness: No
- Auditor: Weisberg, Mole', Krantz & Goldfarb LLP
- Auditor location: Woodbury, NY
- Contact: Daniel Ripp
- Phone: 2128269191
- Email: dan.ripp@bradleywoods.com
- Website: bradleywoods.com
- Signed by: Daniel Ripp (President)

Original filing: https://www.sec.gov/Archives/edgar/data/13783/000001378324000005/sofc022924-1.pdf

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, O.C. 20549

## **ANNUAL REPORTS FORM X-17A-5 PART Ill**

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| SEC FILE NUMBER |  |
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| 8-28862         |  |

**FACING PAGE** 

Information Required Pursuant to Rules 17a-5, 17a-12, and 18a-7 under the Securities Exchange Act of 1934

FILING FOR THE PERIOD BEGINNING **03/01 /23** 

MM/00/YY

MM/DD/YY

**A. REGISTRANT IDENTIFICATION** 

NAME oF FIRM: Bradley Woods & Co. Ltd.

TYPE OF REGISTRANT (check all applicable boxes):

~ Broker-dealer D Security-based swap dealer D Major security-based swap participant 0 Check here if respondent is also an OTC derivatives dealer

AND ENDING <sup>02129124</sup>

ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.}

## 845 Third Avenue

|                                                                           | [No. and Street)                                                                            |    |                 |                                            |
|---------------------------------------------------------------------------|---------------------------------------------------------------------------------------------|----|-----------------|--------------------------------------------|
| New York                                                                  |                                                                                             | NY |                 | 10022                                      |
|                                                                           | (State)                                                                                     |    |                 | (Zip Code)                                 |
| PERSON TO CONTACT WITH REGARD TO THIS FILING                              |                                                                                             |    |                 |                                            |
| Daniel Ripp                                                               | 212-826-9191                                                                                |    |                 | dan.ripp@bradleywoods.com                  |
| {Name)                                                                    | (Area Code - Telephone Number)                                                              |    | (Email Address) |                                            |
|                                                                           |                                                                                             |    |                 |                                            |
| INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing* | B. ACCOUNTANT IDENTIFICATION                                                                |    |                 |                                            |
| Weisberg<br>1                                                             | Mole', Krantz & Goldfarb, LLP<br>(Name - if individual, state last, first, and middle name) |    |                 |                                            |
| 185 Crossways Park Drive                                                  | Woodbury                                                                                    |    | NY              | 11797-2040                                 |
| (Address)                                                                 | (City)                                                                                      |    | (State)         | (2ip Code)                                 |
| 12/14/04                                                                  |                                                                                             |    | 2107            |                                            |
| l"<br>of Reg,,,,atioo w th PCAOB)lif applicable)                          |                                                                                             |    |                 | )PCAOB Rog,snatioo Nombe,, a applicable) I |

• Claims for exemption from the requirement that the annual reports be covered by the reports of an independent public account~nt must be supported by a statement of facts and circumstances relied on as the basis of the exemption. See 17 CFR 24O.17a-S(e)(l)(ii), if applicable.

Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid 0MB control number.

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#### OATH OR AFFIRMATION

| I, Daniel Hipp                                                            | , swear (or affirm) that, to the best of my knowledge and bellef, the                                                           |
|---------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------|
| financlal<br>report pertaining<br>to the iirm of Bradley Woods & Co. Lid. | as of                                                                                                                           |
| 2/29<br>2~                                                                | is true and correct. I further swear (or affirm) that neither the company nor any                                               |
| putner,                                                                   | ~<br>officer, director, or equlvalent person, as the case may be, has any proprietary interest in ;my account ch1ssified solely |
| es that oi a customer.                                                    | -----___                                                                                                                        |
|                                                                           |                                                                                                                                 |

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Signature:CCL'--1----o t\_\_\_) Title: **TRICIA** SEWELL t-!ctary />ublk • State ()fNew Yo,~ NO. 01SEOOO0b01 - Q.u.i.llfled ln **Kings** County **My** C:omml,\$ion **E:<plre,\$** fel: **3,** 2027

This filing\*" contains {check all ::ipplicable boxes):

- ~ (a) Statement of financial condition.
- **!!i** (b) Notes to rnnsolidated statement of financial condition.
- 0 (c) Statement of income (loss) or, if there is other comprehensive income in the period(s) presented, a statement of comprehensive income (as defined in§ 210.1-02 of Regulation 5-X).
- 0 (d) Statement of cash flows.
- 0 (e) Statement of changes in stockholders' or partners' or sole proprietor's equity.
- 0 (f) Statement of changes in liabil;ties subordinated to claims of creditors.
- 0 (g) Notes to consoiidated financial statements.
- Cl (h) Computation of net capitcl under 17 CFR 240.1Sc3-1 or 17 CFR 240.l8a· 1, as applic<1ble.
- 0 (i) Comp\1tatior. of tangible net worth under 17 CFR 2~0.18a-2.
- :::J (j) Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.15c3-3.
- ::J (k} Computation for determination of security-based swap reserve requirements pursuant to Exhibit B to 17 CFR 240.15c3-3 or Exhibit A to 17 CFR 240.18a-4, as applicable.
- 0 (I) Computation for Determination of PAB Requirements under Exhibit A to§ 240.15c3-3.
- 0 (m) Information relating to possession or control requirements for customers under 17 CFR 240.15c3•3.
- CJ (n) Information relating to possession or control requirements for security-based swap customers under 17 CFR 24015c3-3(p)j2) or 17 CFR 240.18a--4, as applicable.
- L.J (o) Reconciliations, including appropriate explanations, of the FOCUS Report with computation of net capital or tangible net worth under 17 CFR 240.15c3-1, 17 CFR 240.lSa-l, or 17 CFR 240.18a-2, as applicable, and tile reserve requirements under 17 CFR 240.1Sc3-3 or 17 CFR 240.18a-4, as applicable, if material differences exist, or a statement that no material dirferences exist.
- u iP) Sumr11ary of financial data for subsidiaries not consolidated in the statement of financial condition.
- ~ (q) Oath or affirmation in accordance with 17 CFR 240.17a-S, 17 CFR 240.17a-12, or 17 CFR 240.18a-7, as applicable.
- u Ir) Co111pliance report in accordance with 17 CFR 240.17a-S or 17 CFR 240.18a-7, as applicable.
- 0 (s) Exemption report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable.
- ~ (t) Independent public accountant's report based on an examination of the statement of financial condition.
- CJ {u) Independent public accountant's report based on an examination of the financial report orfinanci;il statements under 17 CFR 240.17a-S, 17 CFR 240.18a-7, or 17 CFR 240.17a-12, as applicable.
- - (vJ lnc:lependent puolic .iccounta nt's report bosed on an examination of certain statements in the compliance report under 17 CH{ 240 l 71l-5 or 17 CFR 240.lSa-7, as applicable.
- ::i (w) Independent public accountant's report based on a review of the exemption report under 17 CFR 240.17a-5 or 17 cm l40.18a-7, as applicable.
- ~ (xl Supf)lemental reports on applying agreed-upon procedures, in accord~nce with 17 CFR 240.15c3-1e or 17 CFR 240.17a-12, a5 apr,licatJle.
- (y) Report desnibing any material inadequacies found to exist or found to have existed since the i:fale ol the previous ;;udit, or u st,,tement ,ha, no material inadequacies exist, under 17 CFR 240.17a-12(k).
- L.c (l) Other:-------------------------------------------

<sup>• •</sup>ro request conjidl'ntinl treotme11/ oj c-ertain porrions of this jillng, see 17 CFR 240.17a-5/e)/3) or 17 CFR 240.18a-7fd)/2). as opphcabk.

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BRADLEY WOODS & CO. LTD. STATEMENT OF FINANCIAL CONDITION FEBRUARY 29, 2024

### BRADLEY WOODS & CO.LTD.

### STATEMENT OF FINANCIAL CONDITION

#### FEBRUARY 29, 2024

### FILED PURSUANT TO RULE 17a-5(e)(3) UNDER THE SECURITIES EXCHANGE ACT OF 1934 AS A PUBLIC DOCUMENT

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

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# **Weisberg, Mole, Krantz & Goldfarb, LLP**

*Certified Public Accountants* 

#### REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FlRM

To the Board of Directors and Shareholder of Bradley Woods & Co, Ltd.

#### *Opinion on the Fimmcial Statement*

We have audited the accompanying statement of financial condition of Bradley Woods & Co, Ltd. as of February 29, 2024, and the related notes ( collectively referred to as the "financiul statement"). ln our opinion, the financial statement presents fairly, in all material respects, the financial pusition of Bradley Woods & Co, Ltd. as of Februmy 29, 2024 in confonnity with accounting principles generally accepted in the United States of America.

#### *Basis/or Opinion*

This financial statement is the responsibility of Brndley Woods & Co, Ltd.'s management. Our responsibility is to express an opinion on Bradley Woods & Co, Ltd.'s financial statement based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Hoard (United States) (PCAOB) and are required to be independent with respect to Bradley Woods & Co, Ltd. in accordrmce with the U.S. federal securities laws and the applicable rules and regulations of the Secmities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assun:mce about whether the financial statement is free of material misstatement, whether due to error or fraud. Our alldit included performing procedmes to assess the risks of material misstatement of the financial statement, 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 audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating tl1c overall presentmion of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

We have served as Bradley Woods & Co, Ltd.'s auditor since\_ 23. Woodbu1y, NY

May 21, 2021

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## BRADLEY WOODS & CO. LTD. STATEMENT OF FINANCIAL CONDlTION FEBRUARY 29, 2024

### ASSETS

| Cash and cash equivalents                                           | 161,845<br>\$          |
|---------------------------------------------------------------------|------------------------|
| Due from clearing broker                                            | 26,919                 |
| Prepaid and other assets                                            | 55,990                 |
| TOTAL ASSETS                                                        | \$<br>244,754          |
| LIABJLITlES AND STOCKHOLDER'S<br>EQUITY                             |                        |
| Liabilities:                                                        |                        |
| Accounts payable and accrued expenses<br>Payable to Retirement Plan | \$<br>70,842<br>85.000 |
| Total Liabilities                                                   | 155,842                |
| Stockholder's<br>Equity:                                            |                        |
| Preferred stock -<br>\$0.01 par value -<br>50 shares authorized,    |                        |
| 50 shares issued and outstanding                                    |                        |
| Common stock -<br>\$0.01 par value -<br>9,950 shares authorized,    |                        |
| 1,000 shares issued and outstanding                                 | 10                     |
| Additional paid-in capital<br>Accumulated deficit                   | 253,625                |
|                                                                     | (164,724)              |

Total Stockholder's Equity 88,912

TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY \$ ?44,754

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

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#### NOTE l. ORGANIZATION AND BUSINESS

Bradley Woods & Co. Ltd. (the "Company") was incorporated in October 2004 under the laws of the State of Delaware. The Company is registered ·with the Securities and Exchange Commission ("SEC") as a broker/dealer pursuant to the Securities Exchange Act of 1934 and is a member of the financial Industry Regulatory Authority ("FINRA").

The Company's principal business is providing investment banking and advisory services.

The Company's business also includes the purchase and sale of securities on behalf of customers as an introducing broker. All securities transactions are cleared through another broker/dealer (the "Clearing Broker") on a fully disclosed basis and, therefore, the Company is exempt from SEC Rule 15c3-3 under paragraph (k)(2)(ii).

#### NOTE2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a. Cash Equivalents

For purposes of the Statement of Cash Flows, the Company considers all highly liquid investments purchased with a maturity of three months or less, as well as money market mutual funds, to be cash equivalents.

#### b. Securities Transactions

Securities transactions and the related revenue and expenses arc recorded on the trade date as if they had settled.

#### c. Revenue Recognition

- 1. Significant Judgments Revenue from contracts with customers includes commission income, fees from investment banking services and advisory fees. The recognition and measurement ofrevenuc is based on the assessment of individual contract terms. Significant judgment is required to detenninc whether performance obligations are satisfied at a point in time or over time: how to allocate transaction prices where multiple performance obligations are identified; when to recognize revenue based on the appropriate measure of the company's progress under the contract; and whether constraints on variable consideration should be applied due to uncertain future events.
- **ii. Investment banking The Con1pany earns ]nvestn1cnt b<1nking fees by**

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acting as a placement agent for client companies raising debt and equity. The investment banking fees earned are based on a percentage of the debt and/or equity raised by the Company for its clients. Contract terms provide for a formulated success fee fixed and due at the closing date and/or variable trailing compensation at specified intervals after the closing date. The ultimate amount of variable trailing compensation is subject to a high degree of uncertainty due to factors outside the control of the Company as well as a wide range of potential compensation outcomes. Management exercises a significant amount of judgement when assessing the significance of these factors as of each reporting date when determining how much variable trailing consideration to recognize as revenue in the respective reporting period. Investment banking fees fixed and due at closing are recognized on the closing date of the transaction. The Company believes the closing date is the appropriate point in time to recognize fixed revenues earned. Prior to closing, the Company's performance obligation under the contract has not been substantially satisfied. Subsequent to the closing date, there are no significant actions which the company needs to take to earn the fixed success fee. Management has not identified and therefore not recognized any variable trailing compensation to which the Company may be entitled to receive after February 29, 2024. The Company may also be compensated, in some cases, with equity instmments issued by clients, usually warrants. Revenue related to equity instmments received is recognized at the fair value of the instrument and revalued as of the reporting date. The company did not own any such equity instruments as of February 29, 2024.

- 111. Advisory fees The Company provides advisory services relating to deal origination, financing strategies, and other financing advisory services. Revenue for advisory arrangements is generally recognized at the point in time that performance under the anangemcnt is completed (the closing date of the transaction) or the contract is cancelled. However, for certain contracts, revenue is recogni7.ed over time for advisory arrangements in which the perfomrnnce obligations are simultaneously provided by the company and consumed by the customer. In some circumstances, significant judgment is needed to determine the timing and measure of progress appropriate for revenue recognition under a specific contract. If applicable, retainers and other fees received fiom customers prior to recognizing revenue vvould be reDected as contract liabilities. At February 29, 2024 there \\'ere no retainers or other fees reflected as contract liabilities.
- 1v. Commissions The Company buys and sells securities on behalf of its customers. Each time a customer enters into a buy or sell transaction the Company charges a commission. Commissions and related clearing expenses are recorded on the trade date (the date that the company fills the order by finding and contnicting with a counterparty and confirms

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the trade with the customer). The Company believes that the performance obligation is satisfied on the trade date because that is when the underlying financial instrument or purchaser is identified, the pricing is agreed upon and the risks and rewards of ownership have been transferred to/from the customer.

### d. .Depreciation

Equipment is stated at cost. Replacements, maintenance, and repairs which do not improve or extend the life of an asset are expensed. Depreciation is calculated using the straight-line m~thod over an estimated useful life of five years.

### e. Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions. The estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and reported amounts of revenue and expenses during the repo1iing period. Actual results could differ from those estimates.

### f. Income Taxes

The Company has elected to be treated as a "C" Corporation and is subject to federal, state and local income taxes. The Company complies with f ASB ASC 740, Income Taxes which requires an asset and liability approach to financial accounting and reporting for income taxes. Defened income tax assets and liabilities are computed for differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on the enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary\_ to reduce the deferred income tax assets to the amount expected to be realized.

ASC 740 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. ASC 740 requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Company's tax returns to determine \Vhether the tax positions are "more-likely-than-not" of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax benefit or expense in the current year. Management has determined that the Company has not taken any uncertain tax positions as of the date of this report.

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### g. Credit Losses

Credit Losses ("ASC 326") impact the impairment model for certain financial assets by requiring a ctment expected loss ("CECL") methodology to estimate expected credit losses over the entire life of the financial asset. The Company has the ability to detennine that there are no expected credit losses in certain circumstances (e.g., based on the credit quality of the customer).

The Company has identified "due from clearing broker" and "commissions receivable" as impacted by the guidance.

### h. Leases

The Company recognizes and measures its leases in accordance with F ASB ASC 842, Leases. The Company defines a sho11-tenn lease as a lease that, at the commencement date, has a lease term of 12 months or less and does not contain an option to purchase the underlying asset and the lease is reasonably certain to exercise. The Company elected to recognize short-term lease payments as an expense on a straight-line basis over the lease term. Related variable lease payments are recognized in the period in which the obligation is incurred. The Company's lease obligations are deemed to be short term.

#### NOTE 3. RECEIVABLE FROM AND PAYABLE TO CLEARING BROKER

The clearing and depository operations for the Company's and customers' securities transactions are provided by a Clearing Broker pursuant to a clearance agreement. Due from Clearing Broker, if any, consists of commission revenue earned as an introducing broker for its customers, net of clearing expenses. Payable to Clearing Broker, if any, consists of unpaid clearing charges and other fees. The Company has a due from Clearing Broker reflected on the statement of financial condition at February 29, 2024 in the amount of \$26,919.

#### NOTE 4. 1-:QUIPMENT

At February 29, 2024, equipment consists of the following:

| Computer equipment             | \$<br>19,334 |
|--------------------------------|--------------|
| Less: Accumulated depreciation | (19,334)     |
|                                | \$<br>0      |

Deprecic1tion expense of \$0 was charged to operations for the year ended February 29. 2024.

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#### NOTE 5. COMMITMENTS AND CONTINGENT LIABILITIES

As pm1 of the Company's arrangement with its Clearing Broker, the Company is provided office space at a cost of up to \$2,600 per month, which is reduced based on clearing expenses paid to the Clearing Broker. Since the clearance agreement can be cancelled with sixty days written notice, the Company has a minimum future rent commitment at February 29, 2024 of \$5,200.

The Company had no equipment rental commitments, no contingent liabilities (except as described in Note 9 below) and had not been named as defendant in any lawsuit at February 29, 2024.

#### NOTE 6. CONCENTRA Tl ON

The Company's financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents. The Company places its cash and cash equivalents with quality institutions. At times, balances may be in excess of the Federal Deposit Insurance Corporation ("FDIC") insurance limit. As off ebruary 29, 2024, the Company's cash balances on deposit did not exceed FDIC insurance limits.

#### NOTE 7. SHARES Of STOCK

Under the Second Amended and Restated Certificate oflncorporation of the Company dated May 14, 2010 (the "Certificate"), 9,950 shares of Common Stock, having a par value of \$0.01 per share, were authorized. Holders of Common Stock are entitled to one vote per share. At February 29, 2024, 1,000 shares of Common Stock are issued and outstanding.

Also under the Certificate, 50 shares of Non-Convertible Preferred Stock, having a par value of \$0.01 per share, were authorized. Dividends are paid at the discretion of the Board of Directors. Holders of the Preferred Stock do not have voting rights. At February 29, 2024, 50 shares of Preferred Stock are issued and outstanding and no dividends have been declared.

#### NOTE 8. NET CAPITAL REQUIREMENTS

The Company is subject to SEC Uniform Net Capital Rule l 5c3-1 which requires the maintenance of minimum net capital and requires that the ratio of aggregate indebtedness to net capital, both as defined, shall not exceed 15 to 1 (and the rule of the "applicable" exchange also provides that equity capital may not be withdrawn or cash dividends paid if the resulting net capital ratio would exceed 10 to 1 ). At February 29, 2024, the Company had net capital of \$32,617 which was

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\$22,228 in excess of its required net capital of\$10,389. The Company's net capital ratio was 4.78 to 1.

#### NOTE 9. OFF BALANCE-SHEET **RlSK**

In the normal course of its business, the Company indemnifies and guarantees certain service providers, such as clearing and custody agents, trnstees and administrators, against specified potential losses in connection with their acting as an agent of, or providing services to, the Company. The maximum potential amount of future payments the Company could be required to make under these indemnifications cannot be estimated. However, the Company believes that it is unlikely it will have to make material payments, if any, under these arrangements and has not recorded any contingent liability in its financial statements.

The Company provides representations and wan-anties to counterpartics in connection with a variety of commercial transactions and occasionally indemnifies them against potential losses caused by the breach of those representations and warranties. The Company may also provide standard indemnifications to some counterparties to protect them in the event additional taxes are owed or payments are withheld, due either to a change in or adverse application of ce11ain tax laws. These indemnifications generally are standard contractual terms and are entered into in the normal course of business. The maximum potential amount of future payments that the Company could be required to make under these indemnifications cannot be estimated. However, the Company believes that it is unlikely it will have to make material payments, if any, under these arrangements and has not recorded any contingent liability in its financial statements.

#### NOTE 10. INCOME TAXES

Deferred tax assets and liabilities reflect the net tax effect of temporary dii1erences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income taxes. There aren·t any significant timing differences between the recognition of income and expense for book and tax purposes. *J\s* such, due to minimal amounts of profit and loss year to year, income taxes are generally immaterial to the financial statements. Accordingly, the Company has not recorded a dcfened tax asset or liability. The statement of operations reflects an income tax provision which represents state and local franchise tax minimum fees due.

#### NOTE 11. SUBSEQUENT EVENTS

Management of the Company has evaluated events and transactions that occurred bel\veen March 1, 2024 and May 21, 2024, which is the date the financial

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statement was available to be issued, for possible disclosure and recognition in the financial statement.


Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.