# NESTLERODE & LOY, INC. X-17A-5 (2025-12-04) — Broker-dealer annual report - Company: NESTLERODE & LOY, INC. - Form: X-17A-5 - Filed: 2025-12-04 - Period: 2025-09-30 - Accession: 0000071088-25-000003 - CIK: 71088 - File #: 8-12629 - Type: Broker-dealer - Material weakness: No - Auditor: RW Group LLC - Auditor location: Landenberg, PA - Contact: Brian Anderson - Phone: 8142386249 - Email: banderson@nestlerode.com - Website: nestlerode.com - Signed by: Brian Anderson (CFO) Original filing: https://www.sec.gov/Archives/edgar/data/71088/000007108825000003/2audit09302025nrl.pdf --- {0}------------------------------------------------ # **NESTLERODE & LOY, INC.** ANNUAL FINANCIAL STATEMENTS SEPTEMBER 30, **2025** {1}------------------------------------------------ **UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549** 0MB APPROVAL 0MB Number: 3235-0123 Expires: Oct. 31, 2023 Estimated average burden hours per response: 12 # **ANNUAL REPORTS FORM X-17A-5 PART Ill** **FACING PAGE** | SEC FILE NUMBER | |-----------------| | | 8-12629 16801 (Zip Code) **Information Required Pursuant to Rules 17a-S, 17a-12, and 18a-7 under the Securities Exchange Act of 1934** FILING FOR THE PERIOD BEGINNING \_\_\_ 10\_/\_0\_1/\_2\_4 \_\_ AND ENDING \_\_\_ 0\_9/\_3\_0\_/2\_5 \_\_ \_ MM/DD/VY MM/DD/VY **A. REGISTRANT IDENTIFICATION** NAME OF FIRM: Nestlerode & Loy, Inc. TYPE OF REGISTRANT (check all applicable boxes): 0 Broker-dealer □ Security-based swap dealer D Check here if respondent Is also an OTC derivatives dealer □ Major security-based swap participant ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) 110 Regent Court, Suite 202 (No. and Street) State College PA (City) (State) PERSON TO CONTACT WITH REGARD TO THIS FILING | Brian
Anderson | 814-238-6249 | banderson@nestlerode.com | |-------------------|-------------------------------|--------------------------| | (Name) | (Area Code -Telephone Number) | (Email Address) | #### **B. ACCOUNTANT IDENTIFICATION** #### INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing\* | | RW Group, LLC | | | | | |------------------------------------------------------------|-----------------------|---------|--------------------------------------------|--|--| | (Name - if individual, state last, first, and middle name) | | | | | | | Cambridge
Road
114 | berg
Landen | PA | 19350 | | | | (Address) | (City) | (State) | (Zip Code) | | | | T"
02/23/2010 | | | 5020 | | | | of Registcatloo with PCAOBl(lf appllcableJ | | | {PCAOB Reglstcatloo N,mbec, If appllcableJ | | | | | FOR OFFICIAL USE ONLY | | | | | | | | | | | | \* Claims for exemption from the requirement that the annual reports be covered by the reports of an independent public accountant must be supported by a statement of facts and circumstances relied on as the basis of the exemption. See 17 CFR 240.17a-S(e)(1)(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. {2}------------------------------------------------ #### **OATH OR AFFIRMATION** | I, | Brian Anderson | | swear {or affirm) that, to the best of my knowledge and belief, the | | |----|--------------------------------------------|---------|-----------------------------------------------------------------------------------|-------| | | financial report pertaining to the firm of | | Nestlerode & Loy, Inc. | as of | | | September 30th | 2~
, | is true and correct. I further swear {or affirm) that neither the company nor any | | | | | | | | partner, officer, director, or equivalent person, as the case may be, has any proprietary interest in any account classified solely as that of a customer. Notary Public *J* #### **This filing\*\* contains (check all applicable boxes):** - QI (a) Statement of financial condition. - D (b) Notes to consolidated statement of financial condition. - QI (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 S-X). - QI (d) Statement of cash flows. - QI (e) Statement of changes in stockholders' or partners' or sole proprietor's equity. - □ (f) Statement of changes in liabilities subordinated to claims of creditors. - QI (g) Notes to consolidated financial statements. - QI (h) Computation of net capital under 17 CFR 240.15c3-1 or 17 CFR 240.18a-l, as applicable. - □ (i) Computation of tangible net worth under 17 CFR 240.18a-2. - □ (j) Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.1Sc3-3. - D (k) Computation for determination of security-based swap reserve requirements pursuant to Exhibit B to 17 CFR 240.1Sc3-3 or Exhibit A to 17 CFR 240.18a-4, as applicable. - D (I) Computation for Determination of PAB Requirements under Exhibit A to§ 240.1Sc3-3. - D (m) Information relating to possession or control requirements for customers under 17 CFR 240.1Sc3-3. - □ (n) Information relating to possession or control requirements for security-based swap customers under 17 CFR 240.1Sc3-3(p)(2) or 17 CFR 240.18a-4, as applicable. - QI (o) Reconciliations, including appropriate explanations, of the FOCUS Report with computation of net capital or tangible net worth under 17 CFR 240.1Sc3-l, 17 CFR 240.18a-1, or 17 CFR 240.18a-2, as applicable, and the 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 differences exist. - D (p) Summary of financial data for subsidiaries not consolidated in the statement of financial condition. - QI (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. - □ (r) Compliance report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - QI (s) Exemption report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - D (t) Independent public accountant's report based on an examination of the statement of financial condition . - QI (u) Independent public accountant's report based on an examination of the financial report or financial statements under 17 CFR 240.17a-S, 17 CFR 240.18a-7, or 17 CFR 240.17a-12, as applicable. - D (v) Independent public accountant's report based on an examination of certain statements in the compliance report under 17 CFR 240.17a-S or 17 CFR 240.18a-7, as applicable. - QI (w) Independent public accountant's report based on a review of the exemption report under 17 CFR 240.17a-S or 17 CFR 240.18a-7, as applicable. - D (x) Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.1Sc3-le or 17 CFR 240.17a-12, as applicable. - D (y) Report describing any material inadequacies found to exist or found to have existed since the date of the previous audit, or a statement that no material inadequacies exist, under 17 CFR 240.17a-12(k). D (z) Other:-------------------------------------- - Title: CFO Commonwealth of Pennsylvania - **Notary Seal** DEANNA K WAKEFIELD • Notary Public Centre County **My** Commiss ion Expires February 12, 2029 Commission Number 1173063 \*\*To request confidential treatment of certain portions of this filing, see 17 CFR 240.17a-5(e)(3) or 17 CFR 240.18a-7(d}(2}, as applicable. {3}------------------------------------------------ #### **Nestlerode & Loy, Inc. Annual Financial Statements Table of Contents September 30, 2025** | Report of Independent Registered Public Accounting Firm | 1 | |--------------------------------------------------------------------------------------------------------|-----------| | Financial Statements: | | | Statement of Financial Condition | 2 | | Statement of Income and Comprehensive Income | 3 | | Statement of Changes In Stockholders' Equity | 4 | | Statement of Cash Flows | 5 | | Notes to Financial Statements | 6 -
12 | | Supplemental Information: | | | Schedule I: Computation of Net Capital Under Rule 15c3-1 of the
Securities and Exchange Act of 1934 | 13 | Page {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) #### **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To the Stockholders of Nestlerode & Loy, Inc. #### **Opinion on the Financial Statements** We have audited the accompanying statement of financial condition of Nestlerode & Loy, Inc., as of September 30, 2025, and the related statements of income, changes in Stockholders' equity, and cash flows for the year ended September 30, 2025 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 Nestlerode & Loy, Inc. as of September 30, 2025, and the resu lts of its operations and its cash flows for the year ended September 30, 2025 in conformity with accounting principles generally accepted in the United States of America. We also have audited the adjustments described in Note 13 that were applied to restate the 2024 financial statements to correct an error. In our opinion, such adjustments are appropriate and have been properly applied. We were not engaged to audit, review, or apply any procedures to the 2024 financia l statements of the Company other than with respect to the adjustments and, accordingly, we do not express an opinion or any other form of assurance on the 2024 financia l statements taken as a whole. #### **Basis for Opinion** These financial statements are the responsibility of Nestlerode & Loy, lnc.'s management. Our responsibility is to express an opinion on Nestlerode & Loy, lnc.'s financial statements based on our aud it. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are requ ired to be independent with respect to Nestlerode & Loy, Inc. in accordance with the U.S. federal securities laws and the applicable ru les and regu lations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards req uire 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. Our audit 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 financia l statements. Our audit 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 audit provides a reasonable basis for our opinion. #### **Supplemental Information** The computation of net capital under Rule 15c3-1 of the Securities and Exchange Act of 1934 has been subjected to audit procedures performed in conjunction with the audit of Nestlerode & Loy, lnc.'s financial statements. The supplemental information is the responsibility of Nestlerode & Loy, lnc.'s management. Our audit procedures included determining whether the supplementa l information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplementa l information, we evaluated whether the supplementa l information, including its form and content, is presented in conformity with 17 C.F.R. §240.17a-5. In our opinion, the computation of net capital under Rule 15c3-1 of the Securities and Exchange Act of 1934 is fairly stated, in all material respects, in relation to the financial statements as a whole. We have served as Nesti erode & Loy, lnc.'s auditor since 2025. Landenberg, Pennsylvania November 25, 2025 {5}------------------------------------------------ # **Nestlerode & Loy, Inc. Statement of Financial Condition September 30, 20,26** | ASSETS | | |--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------| | ASSETS
Cash
Receivables
Prepaid taxes and expenses
Furniture, equipment and leasehold Improvements, at cost, less
accumulated depreciation and amortization of \$123,114 | \$
256,992
106,785
36,889
39,171 | | TOTAL ASSETS | \$
439,837 | | LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Accounts payable
Accrued salaries and wages
Accrued commissions payable
Accrued and with held payroll taxes
Pension payable
Accrued corporate Income taxes
Deferred Income taxes
TOTAL LIABILITIES | \$
6,267
2,636
28,337
8,401
46,000
16,522
7,660
114,813 | | STOCKHOLDERS' EQUITY
Preferred stock
Common stock
Retained earnings
TOTAL STOCKHOLDERS' EQUITY | 20,000
24,200
280,824
325,024 | | TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | \$
4391837 | The accompanying notes are an integral part of these financial statements. {6}------------------------------------------------ # **Nestlerode** & **Loy, Inc. Statement of Income For the year ended September 30, 2025** | REVENUES
Investment advisory revenue
Commissions and distribution fees
Trailing commissions and fees
Service fees and other Income
Interest and Investment Income | \$ 1,638,006
80,259
128,203
3,488
1.214 | |----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------| | TOTAL REVENUES | 1,861,170 | | EXPENSES
Compensation
Employee benefits
Occupancy
Selling and administrative
TOTAL EXPENSES
(LOSS) FROM OPERATIONS | 1,240,212
122,148
93,581
397,805
1,853,746
(2,576) | | PROVISION (BENEFIT) FOR INCOME TAXES
Federal Income tax
State Income tax | 16,828
7,263 | | TOTAL PROVISION (BENEFIT) FOR INCOME TAXES | 24,091 | | NET (LOSS) | \$
(26,667) | The accompanying notes are an Integral part of these financial statements. {7}------------------------------------------------ # Nestlerode and Loy, Inc. Statement of Changes in Stockholders' Equity For the year ended September 30, 2026 | | Common
filQ.Q.h | Preferred
Stock | Retained
Earnings | Total | |-----------------------------------------------|--------------------|--------------------|----------------------|---------------| | BALANCES • BEGINNING (as previously reported) | \$
24,200 | \$
20,000 | \$
245,608 | \$
289,808 | | Prior period adjustment | | | 61,883 | 61,883 | | BALANCES • BEGINNING (as restated) | 24,200 | 20,000 | 307,491 | 351,691 | | NET (LOSS) | | | (26,667) | (26,667) | | BALANCES • ENDING | \$
24,200 | \$
20,000 | \$
. 280,824 | \$
325,024 | The accompanying notes are an Integral part of these financial statements. {8}------------------------------------------------ # **Nestlerode** & **Loy, Inc. Statement of Cash Flows For the year ended September 30, 2025** | CASH FLOWS FROM OPERATING ACTIVITIES | | |---------------------------------------------------------------------------------|----------------| | \$
Net (loss) | (26,667) | | Adjustments to reconcile net (loss) to net cash (used In) operating activities: | | | Depreciation and amortization | 7,714 | | Deferred Income taxes | 4,163 | | (Increase) decrease In: | | | Receivables | (8,318) | | Prepaid taxes and expenses | (12,420) | | Increase (decrease) In: | | | Accounts payable - trade | (3,213) | | Accrued salaries and wages | (136)
1,816 | | Accrued commissions payable | 264 | | Accrued and withheld payroll taxes | 30,000 | | Pension payable | 15,234 | | Accrued corporate taxes | | | NET CASH PROVIDED IN OPERATING ACTIVITIES | 8,438 | | CASH FLOWS FROM INVESTING ACTIVITIES | | | Purchase of furniture, equipment and leasehold Improvements | (21,592) | | NET CASH (USED IN) INVESTING ACTIVITIES | (21,592) | | | | | CASH FLOWS FROM FINANCING ACTIVITIES | | | NET CASH (USED IN) FINANCIN~ ACTIVITIES | 0 | | | | | NET (DECREASE) IN CASH | (13,154) | | | | | - BEGINNING
CASH | 270,146 | | \$
CASH - ENDING | 256,992 | | | | | SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | | | \$
Interest paid | 0 | | \$
Income taxes paid | 4,694 | The accompanying notes are an Integral part of these financial statements. {9}------------------------------------------------ # **NOTE 1** - **Nature of Operations** Nestlerode & Loy, Inc. (formerly Nestlerode & Company, Inc.), (the "Company"), was incorporated on September 17, 1965, for the purpose of providing brokerage and Investment advisory services and Is registered with the Securities and Exchange Commission. The Company maintains an office In State College, PA. # **NOTE 2** - **Summary of Significant Accounting Policies** #### **Use of Estimates** The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the use of estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. I l ### **Cash Equivalents** For purposes of the statement of cash flows, the Company considers all short-term Instruments purchased with a maturity of three months or less to be cash equivalents. There were no cash equivalents on September 30, 2025. #### **Allowance for Credit Losses** The Company operates as a financial services firm and its accounts receivables are primarily derived from asset under management fees from client accounts held at clearing and custodial related companies. At each balance sheet date, the company recognizes an expected allowance for credit losses. In addition, also at each reporting date, this estimate Is updated to reflect any changes in credit risk since the receivable was Initially recorded. This estimate is calculated on apooled basis where similar risk characteristics exist. The allowance estimate is derived from a review of the company's historical losses based on the aging of receivables. This estimate is adjusted for management's assessment of current conditions, reasonable and supportable forecasts regarding future events, and any other factors deemed relevant by the company. The company believes historical loss Information is areasonable starting point in which to calculate the expected allowance for credit losses as the company's clearing and custodial companies have remained constant since the company's Inception. The allowance for credit losses was \$0 for the year ending September 30, 2025. The Company considers accounts receivable of \$106,785 as of September 30, 2025 to be fully collectible. The Company writes off receivables when there is Information that indicates the debtor Is facing significant financial difficulty and there is no possibility of recovery. If any recoveries are made from any accounts previously written off, they will be recognized as Income or an offset to credit loss expense in the year of recovery, In accordance with the entity's accounting policy election. {10}------------------------------------------------ ## **Depreciation and Amortization** Fixed assets are recorded at cost. Furniture and equipment are depreciated using straight-line methods over 5 and 7 years. Leasehold improvements are generally depreciated using the straight line method over 20 years. Computer software costs are amortized using the straight line method over 3 years. Maintenance and repairs are expensed as Incurred and the costs of additions and improvements are capitalized. Depreciation and amortization expenses totaled \$7,714 for the year ended September **30, 2025.** # **Revenue Recognition** Effective January 1, 2018, the Company adopted ASC Topic 606, Revenue from Contracts with Customers ("ASC Topic 606"). The new revenue recognition guidance requires that an entity recognize revenue to depict the transfer of promised goods or services to customers In an amount that reflects the consideration to which the entity expects to be entitled In exchange for those goods or services. The guidance requires an entity to follow a five step model to (a) Identify the contract(s) with a customer, (b) identify the performance obligations In the contract, (c) determine the transaction price, (d) allocate the transaction price to the performance obligations in the contract, and (e) recognize revenue when (or as) the entity satisfies a performance obligation. In determining the transaction price, an entity may include variable considerations only to the extent that It Is probable that a significant reversal In the amount of cumulative revenue recognized would not occur when the uncertainty associated with the variable consideration Is resolved. The revenue recognition guidance does not apply to revenue associated with financial instruments, interest Income and expenses, leasing and insurance contracts. ### Commissions and Distribution Fees The Company buys and sells securities on behalf of its customers. When a customer enters Into such a transaction, the Company charges or receives a commission. Commissions and related clearing expenses are recorded on a trade date basis. The company believes that the performance obligation is satisfied on the trade date because that is when the underlying pricing Is agreed upon, and the risk and rewards of ownership have been transferred to the customer. # Trailing Commissions and Fees The Company incurs distribution costs and receives trailing commissions and fees for the marketing to and servicing of customers who have purchased mutual funds and Insurance products. The trailing commissions and fees revenue are variable in nature and generally based on apercentage of the market value of the customers' investment holdings In trail-ellgible assets as of a given date. The Company has determined that the trailing commissions and fees are constrained and are only recognized as revenue at a point in time when the trail becomes known (usually monthly or quarterly), which is determined by the contractual terms with the product provider. {11}------------------------------------------------ #### Investment Advisory Revenue The Company charges or receives a management fee in connection with management and Investment advisory services performed for customers with managed accounts. The management fee is a percentage of the customer's investment holdings as of a given date (usually end of quarter or end of month), and the performance obligation related to the transfer of services is satisfied over aperiod of time (usually quarterly or monthly). The revenue from the advisory services are recorded when the performance obligation for the period of time covered by the management fee Is earned. Any unearned portions are recorded as deferred revenue, net of associated fees and expenses. #### **Income Taxes** The Company uses an asset and liability approach to financial accounting and reporting of income taxes. Deferred tax assets and liabilities are the expected future tax amounts for the temporary differences between carrying amounts and tax bases of assets and liabillties, computed using enacted tax rates. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense Is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities. Timing differences are due primarily to depreciation on property and equipment. As of September 30, 2025, the Company had no uncertain tax positions that qualify for either recognition or disclosure In the financial statements. Additionally, the Company had no interest and penalties related to Income taxes. The Company Is no longer subject to U.S. federal and state Income tax examinations by tax authorities for years before 2022. #### **Concentrations of Credit Risks** The Company's cash balances In financial Institutions, at times, may exceed the Federal Deposit Insurance Corporation (FDIC) Insured limits. The Company has not experienced any losses and believes It Is not exposed to any significant credit risk . {12}------------------------------------------------ #### **Leases** The Company recognizes and measures its leases In accordance with FASB ASC 842, Leases. The Company Is a lessee of office space. The Company determines If an arrangement Is a lease, or contains a lease, at Inception of a contract and when the terms of an existing contract are changed. The Company recognizes a lease liability and a right of use (ROU) asset at the commencement date of the lease. The lease liability Is Initially and subsequently recognized based on the present value of Its future lease payments. Variable payments are Included In the future lease payments when those variable payments depend on an Index or a rate. The discount rate Is the Implicit rate If known or the Company uses Its incremental borrowing rate. The Implicit rate of our lease Is not readily determinable and accordingly, we use our Incremental borrowing rate based on the Information available at the commencement date for the lease. The Company's Incremental borrowing rate for a lease Is the rate of Interest It would have to pay on a collaterallzed basis to borrow an amount equal to the lease payments under similar terms and In a similar economic environment. The ROU asset Is subsequently measured throughout the lease term at the amount of the remeasured lease liability (i.e., present value of the remaining lease payments), plus unamortized Initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received, and any Impairment recognized. Lease cost for lease payments Is recognized on astraight-line basis over the lease term. The Company has elected, for all underlying classes of assets, to not recognize ROU assets and lease liabilities for short-term leases that have a lease term of 12 months or less at lease commencement, and do not Include an option to purchase the underlying asset that the Company Is reasonably certain to exercise. We recognize lease cost associated with our short-term leases on astraight-line basis over the lease term. The Company made an accounting pollcy election by class of underlying asset, for computers and other office equipment, to account for each separate lease component of a contract and Its associated nonlease components (lessor-provided maintenance) as asingle lease component. ### **NOTE 3** - **Net Capital Requirements** The Company Is subject to the Securities and Exchange Commission Uniform Net Capital Rule (Rule 16c3-1), 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. At September 30, 2025, the Company had net capital of \$175,777, which was \$125,777 in excess of required minimum net capital of \$50,000. The Company's net capital ratio was .65 to 1. {13}------------------------------------------------ # **NOTE 4** - **Segment Reporting** The Company Is engaged In financial services as a securities broker-dealer and a registered Investment advisor, which Is comprised of services Including, financial planning, commission based transactions and Investment management. The Company has Identified Its Chief Executive Officer as the chief operating decision maker ( 11CODM11) 1who uses net income to evaluate the results of the business, . predominately in the forecasting process, to manage the Company. Additionally, the CODM uses excess net capital (See Note 3), which Is not a measure of profit and loss, to make operational decisions while maintaining capital adequacy. The Company's operations constitute a single operating segment and therefore, a single reporting segment, because ,the CODM manages the business activities using Information of the company as a whole. The accounting policies used to measure the profit and loss of the segment are the same as those de\$crlbed in the summary of significant accounting policies (see Note 2). #### **NOTE 6** - **Advertising** ' The Company follows the policy of charging the costs of advertising to expense during the year in which the advertising first takes place. Advertising expense was \$13,710 for the year ended September 30, 2025. i I j f; #### **NOTE 6** - **Pension Plan** The Company maintains a profit sharing 401 (K) plan for the benefit of eligible employees. Eligibility under this plan Is limited to employees of the Company who work at least 1,000 hours a year and have been employed for 1 year. The Company may match up to 100% of the first 3% of contributions made by employees, as well as 50% of contributions between 3% and 5%. The Company may also make profit sharing contributions to the plan at Its discretion. Company contributions totaled \$72,683 under both plans for the year ended September 30, 2025. ### **NOTE 7** - **Related Party Transactions** The Company leases office space under a lease with Harbar Enterprises, a related party that is owned by a majority stockholder of the Company. The total lease payments to Harbar Enterprises for the year ended September 30, 2025 were \$45,840. See Note 1 0. {14}------------------------------------------------ #### **NOTE 8** - **Provision for Income Taxes** Income tax expense (benefit) for the year ended September 30, 2025 consisted of the following: | | Federal | Deferred | Total | | | | |-----------------------------------------------------------------------------------|-----------------------|----------------------|-----------------------|--|--|--| | Federal
State | \$
13,822
6,106 | 3,006
\$
1,157 | \$
16,828
7,263 | | | | | Totals | \$
19,928 | \$
4,163 | 24,091
\$ | | | | | of
the
following
components:
consisted
tax llabllltles
Deferred | | | | | | | | | Federsil | State | Total | | | | | | | | | | | | #### Unrealized holding gains \$ **5,448** Totals \$ 5,448 \$ **2,202** \$ 7,650 \$ **2,202** \$ 7,650 I i #### **NOTE 9** - **Stockholders' Equity** Details of stockholders' equity at September 30, 2025 are as follows: | | Preferred
Stock | Common
Stock | | | |----------------------------------------|--------------------|-----------------|--|--| | Value | \$
20,000 | \$
24,200 | | | | Par
Value | None | None | | | | authorized
Shares | 5,000,000 | 5,000,000 | | | | outstanding
Issued
and
Shares | 2,420,000 | 2,420,000 | | | The common stock Is the voting stock of Nestlerode & Loy, Inc. The preferred stock has no voting rights and Is not entitled to participate in the management. Preferred stock has priority to any distribution of any assets or surplus funds of the Corporation to the holders of common stock. The preferred stock shall be entitled to receive annually a preferred dividend In the amount of five percent (5%) of the book value of the preferred stock determined as of close of the preceding fiscal year of the Corporation. The preferred dividend Is non-cumulative. Preferred stock holders have the option to convert their preferred stock to common stock if the Corporation fails to pay the preferred dividend for six (6) consecutive calendar quarter. The Corporation did not pay any dividends for the period ending September 30, 2025. {15}------------------------------------------------ #### **NOTE 10** - **Leases** The Company has obligations as a lessee for office space on a month to month basis. Payments due under the lease contracts Include fixed payments plus variable payments. The Company's office space lease requires It to make variable payments for the Company's share of the building's property taxes, Insurance, and common area maintenance. #### **NOTE 11** - **Firm Commitments or Contingencies** There are no firm commitments or contingencies. ### **NOTE 12** - **Evaluation of Subsequent Events** Management has evaluated subsequent events through November 24, 2025, the date the financial statements were available to be Issued. # **NOTE 13** - **Prior Period Adjustment** During 2025, the company identified an error In the recognition of revenue and related accounts during the fiscal year ended September 30, 2024. Certain Investment advisory revenue earned In August and September of 2024 were Incorrectly recorded as revenue In October of 2024. As result revenue, expenses, accounts receivable and commissions payable were under reported In the September 30, 204financial statements, and retained earnings as of September 30, 2024 were understated. The correction of this error resulted in an Increase In accounts receivable of \$88,404, increase In accrued commissions payable of \$26,621 and a Increase In retained earnings of \$61,883 as of September 30, **2024.** i b ii t .; ' f l ' ' {16}------------------------------------------------ SUPPLEMENTAL INFORMATION {17}------------------------------------------------ # **Nestlerode** & **Loy, Inc. Schedule** I - **Computation of Net Capital Under Rule 15c3-1 of the Securities and Exchange Act of 1934 September 30, 2025** #### **NET CAPITAL** | Total stockholders' equity | \$ | 325,024 | |-----------------------------------------------------------------------|-----|------------------| | Deduct stockholders' equity not allowable for net capital computation | | | | TOTAL STOCKHOLDERS' EQUITY ALLOWABLE FOR NET CAPITAL COMPUTATION | | 325,024 | | | | | | Deductions | | 733 | | Petty cash | | | | Nonallowable receivables | | 71,303 | | Prepaid taxes and expenses | | 36,889 | | Fixed assets (net of accumulated depreciation and amortization) | | 39,171
1 151 | | Other deductions | | | | TOTAL DEDUCTIONS | | 149,247 | | ADJUSTED NET CAPITAL | _\$ | __ 1,75 ,7 7,7 | | AGGREGATE INDEBTEDNESS | | | | Accounts payable | \$ | 6,267 | | Accrued salaries and wages | | 2,636 | | Accrued commission payable | | 28,337 | | Accrued and withheld payroll taxes | | 8,401 | | Pension payable | | 45,000 | | Corporate taxes payable | | 16,522 | | Deferred Income taxes | | 7,660 | | TOTALAGGREGATEINDEBTEDNESS | _\$ | _=1 14,,8,_1_3 | | Computation of Basic Net Capital | | | | Minimum net capital required (6 2/3% of total aggregate Indebtedness) | ,\$ | _~_7_,6_5_5 | | Minimum dollar net capital required | _\$ | _,.5.,_o.,o,o o | | | | | | Adjusted Net Capital | \$ | 175,777 | | Minimum Net Capital Required (Greater of Above) | | 50,000 | | EXCESS NET CAPITAL | _\$ | __ 1,25,,, 7 7,7 | | Ratio: Aggregate Indebtedness to adjusted net capltal | | .65 to 1 | | | | | #### **RECONCILIATION WITH COMPANY'S COMPUTATION** (Included In Part II of Form X-17A-5 as of September 30, 2025) There were no material differences between the computation of net capital under Rule 16c3-1 In the above computation and the corresponding unaudited Part !IA filing by Nestlerode & Loy, Inc. for the year ended September 30, 2025. {18}------------------------------------------------ # **Nestlerode & Loy, Inc. Exemption Report** **Nestlerode & Loy, Inc.** (the "Company") is a registered broker-dealer subject to Rule 17a-5 promulgated by the Securities and Exchange Commission (17 C.F.R. §240. l 7a-5, "Reports to be made by certain brokers and dealers"). This Exemption Report was prepared as required by 17 C.F.R. § 240.17a-5( d)(l) and ( 4 ). To the best of its knowledge and belief, the Company states the following: (1) The Company claimed an exemption under paragraph (k) of 17 C.F.R. § 240. 15c3-3 under the following provisions of 17 C.F.R. §240.15c3-3 (k)(2)(ii) **and** (2) The Company is filing this Exemption Report relying on **Footnote 74** of the SEC Release No. 34- 70073 adopting amendments to 17 C.F .R. § 240. l 7a-5 because the Company limits its business activities exclusively to effecting securities transactions via subscriptions on a subscription way basis where the funds are payable to the issuer or its agent and not to the Company; **and** the Company: (A) did not directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers, ( other than money or other consideration received and promptly transmitted in compliance with paragraph (a) or (b )(2) of Rule 15c2-4 and/or funds received and promptly transmitted for effecting transactions via subscriptions on a subscription way basis where the funds are payable to the issuer or its agent and not to the Company); (B) did not carry accounts of or for customers; and (C) did not carry P AB (proprietary securities account of a Broker/Dealer) accounts (as defined in Rule 15c3-3) And met the identified exemption provisions throughout the most recent fiscal year without exception. **Nestlerode & Loy, Inc.** I, **Brian Anderson,** swear ( or affirm) that, to my best knowledge and belief, this Exemption Report is true and correct. By: c *.&i;vn..,0m&n£J* Qo/\.,,,,\_..) **Title: CFO** | Dated: | IO | /2 | ) ;w,;2.,5'
---.;.-;---'-----''----='---- | | |--------|----|----|----------------------------------------------|--| | | , | | | | {19}------------------------------------------------ ![](_page_19_Picture_0.jpeg) #### **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To the Stockholders of Nestlerode & Loy, Inc. We have reviewed management's statements, included in the accompanying Rule 1Sc3-3 Exemption Report pursuant to SEC Rule 17a-5, in which (1) Nestlerode & Loy, Inc. (the Company) identified the following provisions of 17 C.F.R. §240.15c3-3(k) under which t he Company claimed the following exemption from 17 C.F.R. §240.15c3-3: (k)(2)(ii) (the "exemption provisions"), and (2) the Company stated that they met the identified exemption provisions throughout the most recent fiscal year without exception. The Company is also filing this Exemption Report because the Company's other business activities contemplated by Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5 are limited to activities exclusively to effecting private placement securities transactions via subscriptions on a subscription wat basis where the funds are payable to the issuer or its agent and not to the Company. In addition, the Company did not directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers (other than money or other co nsideration received and promptly transmitted in compliance with paragraph (a) or (b)(2) of Rule 15c2-4 and/or funds received and promptly transmitted for effecting transactions via subscriptions on a subscription way basis where the funds are payable to the issuer or its agent and not to the Company); did not carry accounts of or for customers; and did not carry PAB accounts (as defined in Rule 15c3-3) throughout the most recent fiscal year ended September 30, 2025 without exception. Nestlerode & Loy, lnc.'s management is responsible for compliance with the exemption provisions and its statements. Our review was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included inquiries and other required procedures to obtain evidence about Nestlerode & Loy, lnc.'s complia nce with the exemption provisions. A review is substantially less in scope than an examination, the objective of which is the expression of an opinion on management's statements. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to management's statements referred to above for them to be fairly stated, in all material respects, based on the provisions set forth in paragraph (k)(2)(ii) of Rule 15c3-3 under the Securities and Exchange Act of 1934 and the Company's other business activities contemplated by Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. §240.17a-5, and related SEC Staff Frequently Asked Questions. Landenberg, Pennsylvania November 25, 2025 Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.