# SPENCER-WINSTON SECURITIES CORPORATION X-17A-5 (2023-08-07) — Broker-dealer annual report - Company: SPENCER-WINSTON SECURITIES CORPORATION - Form: X-17A-5 - Filed: 2023-08-07 - Period: 2023-04-30 - Accession: 0000317847-23-000003 - CIK: 317847 - File #: 8-24995 - Type: Broker-dealer - Material weakness: Yes - Auditor: Remus, Michael, T. - Auditor location: Hamilton, NJ - Contact: Oscar Echman - Phone: 212-840-2444 - Email: oechman@spencerwinston.com - Website: spencerwinston.com - Signed by: Oscar Echman (President) Original filing: https://www.sec.gov/Archives/edgar/data/317847/000031784723000003/annualaudit1.pdf --- {0}------------------------------------------------ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0123 Expires: Oct. 31, 2023 Estimated average burden hours per response: 12 SEC FILE NUMBER 8-24995 ### ANNUAL REPORTS FORM X-17A-5 PART III 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 05/01/2022 MM/DD/YY MM/DD/YY A. REGISTRANT IDENTIFICATION # NAME OF FIRM: Spencer-Winston Securities Corporation TYPE OF REGISTRANT (check all applicable boxes): Broker-dealer Check here if respondent is also an OTC derivatives dealer [] Major security-based swap participant AND ENDING 4/30/2023 ADDRESS OF PRINCIPAL PLACE OF BUSINESS. (Do not use a P.O. box no.) #### 45 West 47th Street - Suite 402 | New York | | 10036 | |----------|---------|------------| | (City) | (State) | (Zip Code) | PERSON TO CONTACT WITH REGARD TO THIS FILING | | Oscar Echman, President 212-840-0817 | | oechman@spencerwinston.com | | |-----------|--------------------------------------|-------------------------------|----------------------------|--| | | | | | | | 113211361 | | Area Code - Telephone Number) | (Email Address) | | #### (Name) #### B. ACCOUNTANT IDENTIFICATION INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing \* Michael T Remus CPA | | (Name - if individual, state last, first, and middle name) | | | |-------------------------------------------------|------------------------------------------------------------|---------|--------------------------------------------| | PO Box 2555 | Harnilton Square | NJ | 08690 | | (Address) | 18 11/23 | (State) | (Zip Code) | | 02/23/2010 | | 3598 | | | Date of Registration with PCAOB) if applicable) | | | (PCAOB Registration Number, if applicable) | | | For Official USE ONLY | | | | | | | | \* Claims for exemption from the requrenent that the annual regorts of an independent public accountant must be supported by a statument of facts and exception as the basis of the exemption. See 17 CFR 240.17a 5(e)[1][ii), il applicable. Persons who are to respond to the collection of internation this form are not required to respond unless the form displays a currently valid OMB control number {1}------------------------------------------------ #### OATH OR AFFIRMATION | | April 30 , 2 922 , is true and correct. I further swear (or affirm) that nether the company nor any | | | |------------------------|------------------------------------------------------------------------------------------------------------------------------------|------------|--| | | partner, officer, director, or equivalent person, as the case may be, has any proprietary interest ip any agoint classified soledy | | | | as that of a customer. | | | | | | GLORIA T. BRAXTON
Notary Public, State of New York | Signature: | | | | No. 01888187044 | | | | | Qualified in Kings County
Commission Expires May 12, 2024 | Title: | | | 20123 | | President | | | Notary Public | | | | - a) (a) Statement of financial condition. - [ ] [b] Notes to consolidated statement of financial condition - (c) Statement of income (loss) or, if there is other comprehensive in the period(s) presented, a statement of comprehensive income (as defined in § 210.1-02 of Regulation S-X). - (d) Statement of cash flows. - @ (c) Statement of changes in stockholders' or partners' or sole proprietor's equity. - [ {{} Statement of changes in liabilities subordinated to claims of creditors. - (g) Notes to consolidated financial statements. - (h) Computation of net capital under 17 CFR 240.15c3 1 or 17 CFR 240.18a-1, as applicable. - [1] 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 240.15c3-3. - [ ] {} 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. - [ ( ) Computation for Determination of PAB Requirements under Exhibit A to § 240.15c3-3. - [m] Information relating to possession or control requirements for customers under 17 CFR 240.15c3-3. - [1] Information relating to possession or control requirements for security-based swap customers under 17 CFR 240.15c3-3(p)(2) or 17 CFR 240.18a-4, as applicable. - [] {o} Reconciliations, including appropriate explanations, of the FOCUS Report with computation of net worth under 17 CFR 240.15c3-1, 17 CFR 240.18a-1, or 17 CFR 240.18a-2, as applicable, and the reserve requirements under 17 CFR 240.15c3-3 or 17 CFR 240.18a-4, as applicable, if material differences exist, or a statement that no material differences exist. - [] {p) Summary of financial data for subsidiaries not consolidated in the statement of financial condition. - (q) Oath or affirmation in accordance with 17 CFR 240.17a-5, 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. - [s] Exemption report in accordance with 17 CFR 240.170 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. - (u) Independent public accountant's report based on an examination of the financial statements under 17 CFR 240.17a-5, 17 CFR 240.18a-7, or 17 CFR 240.17a-17, as applicable. - [1] [v] Independent public accountant's report hased on an examination of certain statements in the compliance report under 17 CFR 240.17a-5 or 17 CFR 240.18a 7, as applicable. - (w) Independent public accountant's report hased on a review of the exemption report under 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - | | {x| Supplemental reports on applying agreed upon procedures, in accordance with 17 CFR 240.17a-12, as applicable. - [ ] [y] Report describing any material inadequaces 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). - [ {z) Other: \*\* To request confidential treatment of this filing, see 17 CFR 240.170-5(e)[3] or 17 CFR 240.18a-7(d)(2), as applicable. {2}------------------------------------------------ ## SPENCER-WINSTON SECURITIES **CORPORATION** #### *FINANCIAL STATEMENTS* *AND* *SUPPLEMENTARY INFORMATION* April 30, 2023 {3}------------------------------------------------ # **MICHAl!:L T. REMUS** *~'P~rl~* P.O. Box 2555 Hamilton Square, NJ 08690 **Tel:** 609-540- 175 1 **Fax:** 609-570-5526 #### Report of Independent Registered Public Accounting Firm To: The Stockholders **Spencer-Winston Securities Corporation** #### **Opinion on the Financial Statements** I have audited the accompanying statement of fi nancial condition of Spencer-Winston Securities Corporation as of April 30, 2023, and the related statements of operations, changes in stockholders equity and cash flows for the year then ended, that arc fil ed pursuant to Rule 17a-5 under the Securities Exchange Act of 1934 and the related notes and schedules (collectively referred to as the financial statements). In my opinion, the financial statements present fairly, in all material respects, the financial position of Spencer-Wi nston Securities Corporation as of April 30, 2023 and its results of operations and its cash nows for the year then ended in conformity with accounting principles generally accepted in the United States or America. #### **Basis for Opinion** These financial statements arc the responsibility of Spencer-Winston Securities Corporation's management. My responsibility is to express an opinion on Spencer-Winston Securities Corporation's fi nancial statements based on my audit. I am a publi c accounting firm registered with the Public Company Acco unting Oversight Board (United States) (PCAOB) and I am required to be independent with respect to Spencer-Winston Securities Corporation in accordance with the U.S. federal securities laws and the app licable rules and regul ations of th e Securities and Exchange Commission and the PCAOB. I conducted my audit in accordance with the standards of the PCAOB. Those standards require that l plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether clue to error or fraud. My 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 financial statements. My audit also included eva luating the accounting principles used and significant estimates made by management, as we ll as evaluatin g the overall presentation of the financial statements. I believe that my audit provides a rca~onable basis for my opinion. #### **Supplemental Information** The Schedul e I, Computation of'Net Cap ital Under SEC Ru le 15c3-1, Schedule II, Computation for Identification of Reserve Requirements Under SEC Ruk l 5c3-3 *(exemption)* and Schedule Ill, Information Relati ng to Possession or Control Requirements Under SEC Rul e l 5c3-3 *(exemption)* has been subj ected to audit procedures performed in conjunction with the audit of Spencer-winston Securities Corporation's financial statements. {4}------------------------------------------------ The supplemental info rmation is the responsibility of Spencer-Winston Securities Corporation's management. My audit procedures included detem1ining whether the supplemental information reconciles to the financial statements e>r the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental infonnation. In forming my opinion on the supplemental information, I evaluated whether the supplemental information, incl uding its form and content, is presented in conformity with 17 C.F.R. §240. l 7a-5. In my opinion, the Schedule I, Computation of Net Capital Under SEC Rule 15c3-l, Schedule II, Computation for Identification ofReserve Requirements Under SEC Rule 15c3-3 *(exemption)* and Schedule TIT, lnformation Relating to Possession or Control Requirements Under SEC Rule 15c3-3 *(exemption)* is fairly stated, in all material respects, in relation to the financial statements as a whole. I have served as Spencer-Winston Securities Corporation's auditor since 2020. Michael T. Remus, CPA Hamilton Square, New Jersey Ju ly 2 1, 2023 {5}------------------------------------------------ #### Spencer-Winston Securities Corporation STATEMENT OF FINANCIAL CONDITION April 30, 2023 #### ASSETS | ਿਰੇ | 257.626 | |-----|---------| | | 151,584 | | | 146,998 | | | 219.180 | | | 5,916 | | | 781,304 | | | | | | 23.375 | | A | 804.679 | | | | #### LIABILITIES AND STOCKHOLDERS' EQUITY #### Current Liabilities | Accounts payable | S | 88.840 | |------------------------------------------|---|---------| | Income tax payable | | 3.133 | | Total Current Liabilities | | 91.973 | | Total Liabilities | | 91,973 | | Commitments and Contingencies (Note 7) | | | | Stockholders Equity | | | | Common stock - No Par Value: 40 shares | | 400 | | authorized, issued and outstanding | | | | Additional paid in capital | | 57,616 | | Retained Earnings | | 654.690 | | Total Stockholders' Equity | | 712,706 | | Total Liabilities & Stockholders' Equity | S | 804,679 | Sec accompanying notes. {6}------------------------------------------------ #### **Spencer-Winston Securities Corporation** STATEMENT OF OPER.J\TlONS Year Ended April 30, 2023 #### REVENUES | Commission income | \$ 2,046,
182 | |--------------------------------|------------------| | Interest and Dividend income | 58
1,878 | | Other income | 53,302 | | Trading income (loss) | (41,562) | | Total Revenues | 2,639,800 | | OPERATING EXPENSES | | | Communication and data service | 13,450 | | Cost of services | 314,934 | | Employee benefits | 2,640 | | Occupancy costs | 105,822 | | Salary expense | 318,937 | | Independent contractor | 1,843,399 | | Regulatory fees | 9,324 | | General & administrative | 52,290 | | Total Expenses | 2,660,796 | | (Loss) From Operations | (20,996) | | Provision for Income Tax | | | Current income tax expense | (3,450) | | | | | Net (Loss) | (24,446)
\$ | | | | Sec accompanying notes. {7}------------------------------------------------ Spencer-Winston Securities Corporation STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY Year Ended April 30, 2023 | | Common
Shares | | Amount | | Additional
Paid In
Capital | | Retained
Earnings | Total | |----------------------------------|------------------|----|--------|----|----------------------------------|---|----------------------|------------| | Beginning Balance at May 1, 2022 | 40 | 69 | 400 | os | 57,616 | A | 679,136 | \$ 737,152 | | Net (Loss) | | | | | | | (24,446) | (24,446) | | Ending Balance at April 30, 2023 | 40 | S | 400 | S | 57.616 | S | 654,690 | 712,706 | See accompanying notes. {8}------------------------------------------------ #### **Spencer-Winston Securities Corporation** STATEMENT OF CASH FLOWS Year Ended !\pril 30, 2023 #### **CASH FLOWS FROM OPERA TING ACTIVITIES** | Net Loss | \$ | (24,446) | |------------------------------------------------------------------------------------------------------------------|----------|----------------------------------------------| | Adjustments to Reconcile Net Loss to Net
Cash Used In Operating Activiti
es: | | | | (.Increase) Decrease in Operating Assets: | | | | Accounts receivable
Securities owned at market value
Due from broker
Prepaid expenses | | 16,973
(7,387)
(43
,744)
(5,406) | | Increase (Decrease) in Operating Liabi
lities:
Accounts payable and accrued expenses
Income tax payable | | (13,784)
3,133 | | Net cash used in operating activities | | (74,661) | | Net decrease in cash | | (74,661) | | Cash at Beginning of Year | | 332,287 | | Cash at End of Y car | \$ | 257,626 | | Supplemental Cash Flows Disclosures
Cash paid for income taxes
Cash paid for interest | \$
\$ | 3,484 | See accompanying notes. {9}------------------------------------------------ #### **SPENCER - WINSTON SECURITIES CORP. NOTES TO FINANCIAL STATEMENTS APRIL 30, 2023** #### **NOTE 1 - ORGANIZATION AND BUSINESS** Spencer - Winston Securities Corp. (the "Company") was incorporated in May 1980 and commenced operations in Sept ember 1980. The Company is a non-clearing broker-dealer and is exempt from provisions of Rule 15c3-3 because all customers' accounts are carri ed by its clearing broker, Wed bush Securities Inc., on a fully disclosed basis. #### **NOTE 2** - **STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES** #### **Basis of Accounting** The books and records of the Company are maintained on t he accrual basis in accordance with accounting principles generally accepted in the United States of America ("GAAP"}, unless otherwise disclosed. #### **Use of Estimates** The preparation of financial statements in conformity with GAAP requires manag·ement to use judgment in t he application of accounting policies including making estimates and assumptions that affect t he reported amou nts of asset s and liabilities, the disclosure of contingent assets and liabi lities and the reported amou nts of revenues and expenses during a reporting period . The most significant assumptions and estimates relate to liabilities, reven ue recognition and the recoverability of trade accou nts receivable. Application of t hese assumptions requires the exercise of judgment as to future uncertainties and, as a result, actual results could differ from these estimates. #### **Cash** Cash cons ists of a demand deposit account held at a fi nancial institution and may at times exceed the insurable amount. Management believes it mitigates its risk by investi ng in a major financial institution and in a fund that is currently U.S. federa l government insured. Recoverability of investments is dependent upon the performance of the issuer. #### **Cash Equivalents** For purposes of the statement of cash flows t he Company considers all short term investments purchased with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents at April 30, 2023. #### **Security Transactions** Proprietary securities transactions in regul ar-way trades are recorded on the trade date, as if they had settled. Profit and loss arising from all securities and commodities transactions entered into for t he account and risk for the Company is recorded on a t rade date basis. Customers' securiti es an d commodities transactions are reported on a settlement date basis wit h related commission income and expenses reported on a trade date basis. {10}------------------------------------------------ #### **SPENCER - WINSTON SECURITIES CORP. NOTES TO FINANCIAL STATEMENTS APRIL 30, 2023** #### **NOTE 2 - STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES- continued** #### **Property and Equipment** Property and equipment are stated at cost. Expenditures for maintenance and repairs are charged to operations as incurred. Significant renovations and replacements which improve and extend the life of the asset are capitalized. When assets are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the accounts, and ga.ins and losses on the disposition, if applicable, are reflected in earn ings. Furniture and fixtures are depreciated over the estimated useful life of the asset, between 5 and 7 years. Computer equ ipment is depreciated over the estimated useful life of the asset, 5 years. #### **Income Taxes** The Company files its tax returns for federal, state and city as a C Corporation. In the accompa nying financial statements provisions have been provided for federal city and state income taxes. For further discussion of income taxes see note 4 below. #### **NOTE 3** - **NET CAPITAL REQUIREMENT** The Company is subject to the Securities and Exchange Commission net capital rule (Rule 15c3 l) which requires that aggregate indebtedness, as defined, shall not be permitted to exceed 15 times net capital, as defined. As of April 30, 2023, t he Company's net capital was \$678,798 which was in excess of the amount required, and had a ratio of aggregate indebtedness to the net capital of approximately 0.1058 to 1. #### **NOTE 4- INCOME TAXES** Income taxes are cal culated based on the tax effects of transactions reported in the financial statements. The primary differences relate to unrealized investment gains and losses which are not recorded for tax purposes. Current year income tax expense consists of t he following: | Federal | | \$ | |-------------------|---|---------| | New York State | | 1,500 | | New York City Tax | - | 1,950 | | | | \$ .MSO | The Company has net operating loss carry forwards that may be offset against future taxable income. The loss carry-forwards at April 30, 2023, total approximately \$438,000. Loss carry forwards incurred prior to 2018 will expire on March 31, 2037. Loss carry forwards incurred in years ending after 2017 can be ca rried forward indefinitely. {11}------------------------------------------------ #### **SPENCER- WINSTON SECURITIES CORP. NOTES TO FINANCIAL STATEMENTS APRIL 30, 2023** #### **NOTE 4 - INCOME TAXES - continued** The Company has determined, based upon available evidence, that it is more likely than not that the net operating loss, deferred tax asset will not be realized and, accordingly, has provided a full valuation allowance. #### **NOTE 5** - **LEASES** The Company rents office space on a month to month basis in two locations. Total rental expense for the year ended April 30, 2023 was \$105,822. #### **NOTE 6 - RELATED PARTY DISCLOSURES** The disclosures of transactions during the year with the related parties are as follows: | Name of Re
lated party | Nature of Transaction | Relation | Amount | |---------------------------|-----------------------|-----------|----------| | Oscar Echman | Salary | President | \$96,000 | #### **NOTE 7** - **COMMITMENTS AND CONTINGENCIES** Pursuant to Securities and Excha nge Commission Rule 15c3-l(e)(2) the Company may not authorize distributions to its stockholders if such distributions cause the Company's net capital to fa ll below 120% of t he Co mpany' s minimum net capita l requirement. As of April 30, 2023, the Company was not in violation of this requ irement. The Company had no lease or eq uipment rental commitments, no underwriting commitments, no contingent liabilities, and had not been named as a defendant in any lawsuit at April 30, 2023, or during the year then ended. #### **NOTE 8 -SUBSEQUENT EVENTS** The Company has evaluated subseq uent events and transactions for potential recognition or disclosure n thefinancial statement through July 21, 2023, the date which the financial statements were available to be issued. {12}------------------------------------------------ Supplementary Information Pursuant to Rule 17a-5 of the Securities Exchange Act of 1934 As of April 30, 2023 {13}------------------------------------------------ #### **SPENCER-WINSTON SECU RlTIES CORPORATION** #### NET C/\PITAL COMPUTATION IN ACCORDANCE WITH RULE 15c 3-1 April 30. 2023 #### **Schedule I** | NET CAPITAL | | |-----------------------------------------------------------------------------------------------------------------------|-----------------| | Assets | \$
804,679 | | Less Liabilities | (9 1,973) | | Total Ownership Equity | 7 12,706 | | Less Non Allowables | (32,5 14) . | | TNC Before Haircuts & Undue Concentrati on | 680, 192 | | Less Haircuts | (21,566) | | Less Undue Concentration | 0 | | NET CAPITAL | 658,626 | | Minimum Required Net Capital | 100,000 | | Excess Net Capital | 558,626
\$ | | AT/NC Ratio
Non A. I. Liabilities | 0. 1396
0.00 | | | | | Reconciliation with Company's Computation (included in
Part ll orForm X-17 A-5 as of April 30, 2023)
As Amended | | | Net Capital, as reported in Company's Part lI unaudi,ed Focus Report | 658,538
\$ | | Net Capital, per above | 658,626 | | Difference | (88)
\$ | There arc no material differences between the net capital re fl ected in the above computation and the net capital refl ected in the Company's FOCUS Report as of April 30, 2023. {14}------------------------------------------------ #### **SPENCER-WINSTON SECURITIES CORPORATION** #### SCHEDULE Il COMPUTATION FOR DETERMINATION OF RESERVE REQUIREMENTS UNDER RULE 15c3-3 (EXEMPTION) #### YEAR ENDED April 30, 2023 Pursuant to Rule 17a-5(d) ( 4) of the audited computations of Net Capital pursuant to Rule 15c 3-1 and computation for Determination of Reserve requirements pursuant to Rule 15c 3-3 submitted by Spencer-Winston Securities Corporation, in my opinion no material differences exist which would materiall y effect the reserve requirements pursuant to Rule 15c 3-3 or its claim for exemption. {15}------------------------------------------------ #### **SPENCER-WINSTON SECU RITIES CORPORATION** #### SCIIEDULE lll INFORMATION RELJ\TlNG TO POSSESSION OR CONTROL REQUlREMENTS (EXEMPTION) #### PURSUANT TO RULE 15c 3-3 of the Securities and Exchange Commission #### As of April 30, 2023 #### **"EXEMPT UNDER 15c3-3(k)(2)(ii)** Pursuant to rul e 15c 3-3 relating to possession or control requirements, Spencer-Winston Securities Corporation has not engaged in the clearing or trading of any securities and did not hold customer funds or securities during the year ended April 30, 2023 and therefore is claiming exemption to this schedule pursuant to paragraph (k)(2)(ii) of SEC Rule l 5c3-3. The firm's minimum net capital requirement pursuant to paragraph (a)(2)(vi) of SEC Rule 15c3-l will be \$100,000. {16}------------------------------------------------ #### **MICHAEL ·r. REMUS** # *~p«Jtu,A~* P 0 . Box 2555 Hamilton Square, NJ 08690 > **Tel:** 609-540- 175 1 **Fax:** 609-570-5526 #### REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM #### To: The Stockholders **Spencer-Winston Securities Corporation** **l** have reviewed management's statements, included in the accompanying Exemption report, in which (1) Spencer-Winston Securities Corporation identified the fo llowing provisions of 17 C.F.R. §15c3-3(k) under which Spencer-Winston Securities Corporation claimed an exemption from 17 C.F.R. §240. l 5c3-3: under-k(2)(ii), (the "exemption provisions") and (2) Spencer-Winston Securities Corporation stated that Spencer-Winston Securities Corporation met the identified exemption provisions throughout the most recent fiscal year without exception. Spencer-Winston Securities Corporation management is responsible for compliance with the exemption provisions and its statements. My 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 Spencer-Winston Securities Corporation compliance 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, 1 do not express such an opinion. Based on my review, I am 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 Exchange Act of 1934. Michael T. Remus, CPA Hamilton Square, New Jersey July 21 , 2023 {17}------------------------------------------------ #### Spencer-Winston Securities Corporation #### Exemption Report pursuant to SEC Rule 17a-5 For the Year Ended April 30, 2023 #### Spencer-Winston Securities Corporation Exemption Report Spencer-Winston Securities Corporation (the "Company") is a registered broker-dealer subject to Rule 17a-5 promulgated by the Securities and Exchange Commission (17 C.F.R & 240,17a-5. "Reports to be made by certain broker dealers"). This Exemption Report was prepared as required by 17 C F R & 240. 17a-5(d) (1) and (4). To the best of ils knowledge and belief for the year ended April 30, 2023. the Company states the following: - · The Company claimed an exemption from 17 C.F.R & 240.15c3-3 under the following provision of 17 C.F.R & 15c3-3(k)(2)(ii) - · Management is responsible for compliance with the exemption provision. The Company met the requirements of the identified exemption provision throughout the most recent fiscal year without exception. Spencer-Winston Securities Corporation 1. Oscar Echman, swcar (of allirn) that to my best knowledge and belief, this Exemption Report is true and correct By: Oscar Echman President {18}------------------------------------------------ # **.OM ICHAEL T. REMUS** *eettt#ed'P~rt~* P.O. Box 2555 Hamilton Square, NJ 08690 > **Tel:** 609-540-1 751 **Fax:** 609-570-5 526 July 21, 2023 Spencer-Winston Securities Corporation In connection with my audit of thc financial statements and supplemental information of Spencer-Winston Securities Corporation (the Company) for th e year ended April 30, 2023 I will issue my report thereon dated July 2 1, 2023. Professional standards require that l provide you with the following information related to my audit. *1'he standard defines those charged with govc:r11ance as the persons "with resp onsibility.for overseeing ihc strategic dll"ection of" the enri(v and its oh/1gatio11s relared to the accountability of the entiry. In accordance with PCAOB Rule* 3501 *audit cornmittee* · *"means the person(,;) who oversee(s) the accounting and finan cial reporting processes o/the enti(v and audits o/the\_financial statements of the entity. "* #### Si6mificant and Criti cal Accounting Policies and Practices Management is responsibl e for the selection and use of appropriate accounting policies. In accordance with Lhc terms of our engagement letter, I will advise management about the appropriateness of accounting polic ies and their application. The Company's significant accounting policies are disclosed in the notes to the financial statements as required by general ly accepted accounting principles pursuant to Rule l 7a-5 under the Securities and Exchange Act of l 934. No new accounting policies were adopted and the application of existing accounting pol icies was not changed during Year. I noted no transactions entered into by the Company during the year for which accounting policies are controversial or for which there is a lack of authoritative guidance or consensus or diversity in practice. #### *There were no significant proposed audit adjustmenrs to the Company 's General Ledger.* Critical accounting policies and practices are those that are both most important to the portrayal of the Company's financial condition and results and require management's most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. The critical accounting pol icics used by the Company in *its* 2023 financial statements are described in Note 2 Lo the financial statements and relate to the policies the Company uses to account for revenue recognition whi ch is always considered significant. Certain financial statement disclosures are particularly sensitive because of their significance to financial statement users. The most sensitive disclosurc(s) affecting the financial statements was (were): #### *None noted. The.financial statement disclosures are neutral, consistent, and clear.* Accounti ng estimates arc an integral part of the fin ancial statements prepared by management and are based on management's knowledge and experience about past and current events and assumptions about future events. Critical accounting estimates arc estimates for which (l) the nature of the estimate is material due to the levels of subj ectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (2) the impact of the estimate on financial condition or {19}------------------------------------------------ operating performance is material. The Company 's critical accounting estimate(s) affecting the financial statements was (were): #### *None noted* #### Significant Unusual Transactions For purposes of this letter, professional slandards define *signUicant unusual transactions* as transactions that arc outside the normal course of business for the Company or that otherwise appear to be unusual due to their timing, size or nature. I noted no significant unusual transactions during my audit. *I noted no transactions entered into hy the Company during the y ear .for which there is a lack o.f authoritative guidance or consensus. ALI significan t transactions (if any) have been recognized in the financial statements in the proper p eriod.* #### Related-party Relationships and Transactions As part of my audit, l cYal uatcd the Company's identifi cation of, accounting for, and disclosure of the Company's relations hips and transactions with related paiiies as required by professional standards. I noted no related parties or related-party relationships or transactions that were previously undisclosed to me, significant related-party transactions that have not been approved in accordance with the Company's policies or procedures or for which exceptions to the Company's poli cies or procedures were granted; or significant related-party transactions that appeared to lack a business purpose. #### Oual i ty of the Company's Financial Reporting Management is responsible not only for the appropriateness of the accounting policies and practices, but also for the quality of such poli cies and practices. My responsibility under professional standards is to eva luate the qualitative aspects of the company's accounting practices, including potential bias in management's judgments about the amounts and disclosures in the financial statements, and to communi cate the results of my evaluation and my conclusions to you. - a. There were no misstatements brought to management's attention during the audit. - b. There were no additional adjusting entries proposed by management. - c. There was no bias in the selection and application of accounting principles. - d. There was no bias in accounting estimates and there were no critical accounting estimates that were not folly disclosed. - e. The financial statement disclosures arc neutral. consistent, and clear. - f. There were no significant or unusual transactions noted during the audit. - g. The presentation 01 the financial statemen ts and the related disclosures are in conformity with GAAP. #### Uncorrected and Corrected Misstatements Professional standards require us to accumulate misstatements identified during the audit, other than those that are clearly trivial, and to communicate accumulated misstatements to management. There were no misstatements communicated to management duri ng the audit. *There was one proposed audit adjuslmenL('i) to the Company's General Ledger.* {20}------------------------------------------------ Note: Uncorrected misstatemen~s or the matters underlying them (if any) could potentially cause future period financial statements to be materially misstated, even though, in my judgment, such uncorrected misstatements are immaterial to the financial statements under audit. #### Auditor's Report In connection with the audit of the financial statements, I have provided you a draft of my auditor's report and accompanying financial statements and have discussed it with you. #### Exceptions to Exemption Provisions In connection with my review of the Company's .Exemptions Schedule's, 11 and 111, I did not identify any e;ceptions to the exemption provisions that would cause the Company's assertions not to be fairly stated, in all material respects. #### Disagreements with Management For purposes of this letter, professional standards define a disagreement with management as a matter, whether or not resolved to my satisfaction, concerning a financial accounting, reporting, or auditing matter that could be significant to the financial statements or the auditor's report. lam pleased to report that no disagreements with management arose during the course of my audit. #### Difficulties Encountered in Performing the Audi~ I encountered no significant difficulties in dealing with management in performing and completing my audit. #### *Management Representation* I have requested certain representations from management that are included in the management representation letter dated July 21, 2023. This date represents the date that the Company's financial statements, including disclosures were prepared and that management has taken responsibility for them. #### *A copy of that letter is attached* #### *Management Consultations with Other Independent Accountant* In some cases, management may deci cen requested or for any other purpose. The procedures I performed and my find ings arc as fo llows: - 1. Compared listed assessment payments on SIPC-7 with respective cash disbursements journals, noting no differences; - 2.. Compared the amounts reported on the audited Form X- 17 A-5 for the year ended April 30, 2023, as applicable, with the amounts reported in Form SIPC-7 for the year ended April 30, 2023, noting no material differences; - 3. Compared any adjustments reported in Form SIPC-7 with supporting schedules and working papers, noting no material differences. and - 4. Proved the arithmetical accuracy of the calculations reflected in Form SIPC-7 and in the related schedu les and working papers supporting the adjustments, noting no differences. I was not engaged to, and did not conduct an examination, the objective of which would be the expression of an opinion on compliance with the applicable instructions of the Form SIPC -7. Accordingly, I do not express such an opinion. Had l performed additional procedures, other matters might have come to my attention that would have been reported to you. This report is intended solely for the information and use of the specified parties listed above and is not intended to be and should not be used by anyone other than these specified parties. Michael T. Remus, CPA Hamilton Square, New Jersey July 21, 2023 {24}------------------------------------------------ #### **SPENCER-WINSTON SECURITIES CORPORATION** #### **SIPC General Assessment Reconciliation** **April 30, 2023** | General Assessment Calculation | | |---------------------------------|-----------------| | | | | Total Revenue | \$
2,639,800 | | Additions | 4
1,562 | | Deductions | (650,642) | | SIPC Net Operating Reven
ues | 2,030,720 | | Rate | 0.0015 | | General Assessment Due | 3,046 | | Less Payments: SIPC 6 | (1,253) | | Plus: interest | | | Remaining Assessment Due | 1,793 | | Paid with SIPC 7 | (2,246) | | Balance Due (Overpayment) | \$
(453) | There is no material difference between the SlPC-7 and this reconciliation. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.