# SPENCER-WINSTON SECURITIES CORPORATION X-17A-5 (2026-06-30) — Broker-dealer annual report
- Company: SPENCER-WINSTON SECURITIES CORPORATION
- Form: X-17A-5
- Filed: 2026-06-30
- Period: 2025-04-30
- Accession: 0000317847-26-000004
- CIK: 317847
- File #: 8-24995
- Type: Broker-dealer
- Material weakness: No
- Auditor: Ferrara CPA
- 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/317847/000031784726000004/spencerwinstonafs4302025.pdf
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| | UNITED STATES | | | | | |
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| SECURITIES AND EXCHANGE COMMISSION | 0MB Number: 3235-0123 | | | | | |
| | | l:xpires:Nov. 30, 2026
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| | SEC FILE NUMBER | | | | | |
| | ANNUAL REPORTS
FORM X-17A-5 | | | 8-24995 | | |
| | PART Ill | | | | | |
| | FACING PAGE | | | | | |
| lnforr~ation Required Pursuant to Rules 17a-5, 17a-12, and 18a-7 under the Securities uchange Act of 1934 | | | | | | |
| FILING FOR THE PERIOD BEGINNING 01-05-2024 | | AND ENDING 04-30-2025 | | | | |
| | MM/ 00/YY | | | MM / DD/YY | | |
| | A. REGISTRANT IDENTIFICATION | | | | | |
| NAME OF FIRM: SPENCER WINSTON SECURITIES CORP | | | | | | |
| TYPE OF REGISTRANT (check all applicable boxes):
l!J Broker-dealer
• Check h.ere if respondent is also an OTC derivatives dealer | • Security-based swap dealer | :::J Major security-based swap participant | | | | |
| ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) | | | | | | |
| 45WEST 47 STREET | | SUITE402 | | | | |
| | {No. and Street} | | | | | |
| NEW YORK | | NEW YORK | | 10036 | | |
| (City) | (State) | | | (Zip Co de) | | |
| PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | | |
| OSCAR ECHMAN | 212-840-2444 | | | oechman@spencerwinston.com | | |
| {Name) | (Area Code -Telephone Number) | | (Email Address) | | | |
| | B. ACCOUNTANT IDENTIFICATION | | | | | |
| INDEPENDENT PUBUC ACCOUNTANT whose reports are contained in this filing•
Ferrara CPA | | | | | | |
| | (Name - if individual, state last, first, and middle name) | | | | | |
| PO BOX 2555 | HAMIL TON SQUARE | | NJ | 08690 | | |
| (Address) | (City} | | (State) | (Zip Code) | | |
| 12/17/2024 | | 7259 | | | | |
| {O3t0 o f Re i•tratlo n .with PCAOB if a_e~p l_ica_ b_le~) | _________
FOR OFFICIAL USE ONLY | | | _ , , .J l'CAOB Registration NUml:le[, if ap licable) ,, | | |
| | | | | | | |
| | | | | | | |
| * Claims for exemption from the requirement that the annual reports be covered by the reports of an independent public | | | | | | |
**Persons who are to respond to the collection of Information contained** In **this form are not required to resp.ond unless the form displays a currently valid 0MB control number.**
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#### **OATH OR AFFIRMATION**
| ·
4/30 | 2~
finandal report pertaining to the firm of SPENCER WINSTON SECURITIES CORP
• | | . . • . • . as of
. . •
. • • •
is true and correct, I further swear { or affirm) that neither the company nor any |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------|-------------|--------------------------------------------------------------------------------------------------------------------------------------------------|
| | | | ~£/
partner, officer, dire ct or, or equiv a I ent person, as the case may be, has any proprietary Interest in any account 9,,assified solely |
| as that of a customer. | | | ·
. /'z |
| | | | R~ |
| | | Signature: | (/1%/1' |
| | | | |
| i | | Title: | 7
·•·· |
| · | Tanvir Ahmed
Notary Public | PRESIDENT · | |
| ~-,-----,----,--~ | State of New Jersey | | |
| _- blit
"'·
-
' ½ , | My Commission Expires Jan. 31, 2021 | | |
| '<\,.-.:=
Thie'lftlll•~'ion~ins(check all applicable .boxes); | | | |
| a.i-}~t~
. iii i
ent of firtancial condition | | | |
| D (ti~~et | to consolidated statement of financial condition. | | |
| Iii (t)"-Stateitrent.of.income(loss) or, if there ls other comprehensive income in the period(s) presented, a .statement of | | | |
| | co~-~~hensive.income (as defi.ned in§ 210.1--02 of Regulation s~xJ. | | |
| !ill ·· (d) Statemenfofcashflows, . | | | |
| !ill | Ce> Statement of changes in: stockholders' or partners' or sole proprJetor's equity. | | |
| D (fl Statement of changes in liabllittes su bordlnated to clalrns of creditors. · | | | |
| (g) Notes to consolidated financial statements.
Iii | | | |
| Iii | (h> computation ofoet capital under 17 CFR 240.15c3-l or 17 CFR 240.18a-1, as applicable. | | |
| (i) Computation of tangible net worth under17 CFR 240.183-2.
D
. 0) Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CfR240.15c3-3. | | | |
| | | | D · (kJ Computation fordetermlnatfon of sec;urity-basedswap reserve requirements pursu;mt to Exhlblt a to 17 CFR 240,15c3.3 or |
| Exhibit A to 17 CFR 240.18a-4, as applh:able. | | | |
| (I) Computation fat Determination of PAB Requrrements under Exhibit A to§ 240.1Sc3-3.
D | | | |
| Iii (m) Information relatlng to possession or control requirements for customers under 17 CFR 240.15c3-3. ·
| | | |
| ,
D
(n) Information .refating to possession or control requirements for security,baserl swap customers under 17 CFR | :: :: | | |
| 240.15c3-3(p)(2) or 17 CFR 240.18a-4; as applicable. | | | |
| | | | ii {o} Recoociliations, including appropriate explanations, of the FOCUS Report with computation of net capital or tangible net |
| | | | worth under 17 CFR 240.1Sc3~1, 17 CPR 240.lSa-1, or 17 CFR 240.18a-2, as applicable, and the reserve requirements under17 |
| exist. | | | CFR 240.15c3-3 or 17 CFR 240.18a'4, as applicable, if mater/al differences exist, ora stat-ement that no material differences · |
| | | | |
| D h>) Summary of finandal data for subsrdlaries not consolidated in the statement offlnancial condition. | | | |
| (q)()ath or affirmation In accordance with 17 Cf~ 240.17a-5, 17 CFR 240.17a•12, or 17 CFR240.l8a·7, anpplicable.
!ill
0 | | | |
| (r}Complian(;e report in accordanc;e With 17 CfR 240.17a-5 or 17 CfR 240,18a-7, as applicable.
Iii · (s) Eiemption report In accordance with 17 CFR 240,1 ?a-S or 17 CFR 240.18a-7, as applicable. | | | |
| (t) Independent public accountant's report based on an examination of the statement.ofs:.na.ndal.condition. | | | |
| CJ | | | ii (u) Independent public accountant's report based on an examination of the financial report or financialstatements under 17 |
| CFR ~40.17a-5, 17 CFR 240.18;;~7, or 17 CFR 240.17a-12, as applicable. | | | |
| 0 | | | (v) Independent public accountant's report based on an examination of certain statements in the compliimce report under 17 |
| t.FR 240.17a-5 or 17 CFR 240.18a.,7, as applicable. | | | · |
| Iii
· (w) lndep.endent public accountant's. rer,ort
CF'R 240.18a-7, as applicable. | | | ·based on a re.view of the e,)(ern,,tion report under 17 cm 240.17a-!: q.r :P |
| D
as. applicable. | | | (x)Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.15c3-le or 17 CFR 240.178-12, |
| D | | | (y) Report describing any materiaUnadequacies found to exist or found to have existed since the date of the previous audit, or |
*\*"'To request confidential treatment of certain port.ions of this filing, see 17 CFR 240.17a-5{e)(3) or 17 CFR 240.18a-7{d)(2), as applicable.*
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## SPENCER-WINSTON SECURITIES CORPORATION (SEC I.D. No. 8-24995)
Report Pursuant to Rule 17a-5 of
The Securities and Exchange Commission
*Financial Statements and Supplemental Schedules*
As of and for the Year Ended April 30, 2025
(Including Report of Independent Registered Public Accounting Firm)
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# **Ferrara CPA** *'P«dtk A~*
100 Horizon Center Blvd Hamilton, NJ 08691 **Tel:** 609-865-5391
#### 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 financial condition of Spencer-Winston Securities Corporation as of April 30, 2025, and the related statements of income, changes in stockholders equity and cash flows for the year then ended, that are filed pursuant to Rule 17a-5 under the Securities Exchange Act of 1934 and the related notes (collectively referred to as the financial statements). In my opinion, the financial statements present fairly, in all material respects, the financial position of Spencer-Winston Securities Corporation as of April 30, 2025 and its results of operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.
#### **Basis for Opinion** ·
These financial statements are the responsibility of Spencer-Winston Securities Corporation's management. My responsibility is to express an opinion on Spencer-Winston Securities Corporation's financial statements based on my audit. I am a public accounting firm registered with the Public Company Accounting 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 applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
I conducted my audit in accordance with the standards of the PCAOB. Those standards require that I 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. 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 evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. I believe that my audit provides a reasonable basis for my opinion.
#### **Supplemental Information**
The Schedule I, Computation of Net Capital Under SEC Rule 15c3-1, Schedule II, Computation for Identification of Reserve Requirements Under SEC Rule 15c3-3 *(exemption)* and Schedule III, Information Relating to Possession or Control Requirements Under SEC Rule 15c3-3 *(exemption)* has been subjected to audit procedures perfonned in conjunction with the audit of Spencer-wins ton Securities Corporation's financial statements.
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The supplemental information is the responsibility of Spencer-Winston Securities Corporation's management. My audit procedures included determining whether the supplemental 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 my opinion on the supplemental information, I evaluated whether the supplemental information, including its form and content, is presented in conformity with 17 C.F.R. §240.17a-5. In my opinion, the Schedule I, Computation ofNet Capital Under SEC Rule 15c3-l, Schedule II, Computation for Identification ofReserve Requirements Under SEC Rule 15c3-3 *(exemption)* and Schedule III, Information 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 2025.
Ferrara CPA Hamilton, New Jersey July 21, 2025
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#### **Spencer-Winston Securities Corporation**
STATEMENT OF FINANCIAL CONDITION
April 30, 2025
#### **ASSETS**
| Current Assets | |
|----------------------------------|-----------------|
| Cash | \$
284,399 |
| Accounts receivable | 422,049 |
| Securities owned at Market Value | 498,346 |
| Due from Broker | 118,884 |
| ?repaid expenses | 393 |
| Current Assets | 1,324,071 |
| Other Assets | |
| Security deposits | 13,310 |
| Total Assets | \$
1,337,381 |
#### **LIABILITIES AND STOCKHOLDERS' EQUITY**
Current Liabilities
| Accounts payable | 321,109
\$ |
|------------------------------------------|---------------|
| Income tax payable | 7,794 |
| Total Current Liabilities | 328,903 |
| Total Liabilities | 328,903 |
| Commitmenl,· 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 | 950,462 |
| Total Stockholders' Equity | 1,008,478 |
| Total Liabilities & Stockholders' Equity | \$ 1,337,381 |
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#### **Spencer-Winston Securities Corporation**
STATEMENT OF INCOME Year Ended April 30, 2025
#### REVENUES
| Commission income | \$ 3,987,822 |
|--------------------------------|---------------|
| Interest and Dividend income | 743,032 |
| Other income | 56,814 |
| Trading income | 8,605 |
| Total Revenues | 4,796,273 |
| OPERA TING EXPENSES | |
| Communication and data service | 11,402 |
| Cost of services | 432,857 |
| Employee benefits | 3,122 |
| Occupancy costs | 103,350 |
| Salary expense | 424,572 |
| Independent contractor | 3,565,659 |
| Regulatory fees | 18,107 |
| General & administrative | 39,060 |
| Total Expenses | 4,598,129 |
| Income From Operations | 198,144 |
| Provision for Income Tax | |
| Current income tax expense | (11,265) |
| Net Income | 186,879
\$ |
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## **Spencer-Winston Securities Corporation** STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY
Year Ended April 30, 2025
| | | | | | Additional | | | | |
|----------------------------------|------------------|----|---------|----|------------|----------|----------|----|--------------|
| | Common | | | | Paid In | | Retained | | |
| | Shares
Amount | | Capital | | Earnings | | Total | | |
| Beginning Balance at May I, 2024 | 40 | \$ | 400 | \$ | 57,616 | \$ | 763,583 | \$ | 821,599 |
| Net Income | | | | | | | 186,879 | | 186,879 |
| Ending Balance at April 30, 2025 | 40 | \$ | 400 | \$ | 57,616 | \$
=- | 950,462 | | \$ 1,008,478 |
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## **Spencer-Winston Securities Corporation** STATEMENT OF CASH FLOWS Year Ended April 30, 2025
### **CASH FLOWS FROM OPERATING ACTMTIES**
| Net Income | \$
186,8~} |
|-----------------------------------------------|---------------|
| Adjustments to Reconcile Net Income to Net | |
| Cash Provided By Operating Activities: | |
| (Increase) Decrease in Operating Assets: | |
| Accounts receivable | (41,906) |
| Securities owned at market value | (130,381) |
| Due from broker | 12,069 |
| Prepaid expenses | 302 |
| Security deposit | 10,065 |
| Increase (Decrease) in Operating Liabilities: | |
| Accounts payable and accrued expenses | 27,832 |
| Income tax payable | 7,794 |
| Net cash provided by operating activities | 72,654 |
| Net increase in cash | 72,654 |
| Cash at Beginning of Year | 211,745 |
| Cash at End of Year | \$
284,399 |
| | |
| Supplemental Cash Flows Disclosures | |
| Cash paid for income taxes | \$
3,471 |
| Cash paid for interest | \$ |
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## **SPENCER- WINSTON SECURITIES COR.i). NOTES TO FINANCIAL STATEMENTS APRIL 30, 2025**
## **NOTE 1- ORGANIZATION AND BUSINESS**
Spencer - Winston Securities Corp. (the "Company") was incorporated in May 1980 and commenced operations in September 1980. The Company is a non-clearing broker-dealer and is exempt from provisions of Rule 15c3-3 because all customers' accounts are carried by its clearing broker, Wedbush 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 the 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 management to use judgment in the application of accounting policies including making estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosurt- of contingent assets and liabilities and the reported amounts of revenues and expenses during a reporting period. The most significant assumptions and estimates relate to liabilities, revenue recognition and the recoverability of trade accounts receivable. Application of these assumptions requires the exercise of judgment as to future uncertainties and, as a result, actual results could differ from these estimates.
#### **Cash**
Cash consists of a demand deposit account held at a financial institution and may at times exceed the insurable amount. Management believes it mitigates its risk by investing in a major financial institution and in a fund that is currently U.S. federal government insured. Recoverability of investments is dependent upon the performance of the issuer.
#### **Cash Equivalents**
For purposes of the statement of cash flows the 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, 2025.
#### **Commission Receivable**
Commissions receivable, are presented in the accompanying Statement of Financial Condition, are recorded net of an allowance for credit losses, if applicable. The allO\,·ance for credit losses (if any) is based on the Company's expectation of the collectability of the receivable utilizing the current expected credit loss framework.
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## **SPENCER- WINSTON SECURITIES CORP. NOTES TO FINANCIAL STATEMENTS APRIL 30, 2025**
#### **NOTE 2 - STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES - continued**
#### **Commission Receivable -** *continued*
The Company considers factors such as historical experience, credit quality, age of balances and current and future economic conditions that may affect the Company's expectation of the collectability in determining the allowance for credit losses. Generally, the Company's expectation is that the credit risk associated with commissions receivable is not significant until they are 90 days past due on the contractual arrangement. Management does not believe that an allowance is required as of April 30, 2025.
#### **Security Transactions**
Proprietary securities transactions in regular-way trades are recorded on the trade date, as if they had settled. Profit and loss arising from all securities and commoditie£ transactions entered into for the account and risk for the Company is recorded on a trade date basis. Customers' securities and commodities transactions are reported on a settlement date basis with related commission income and expenses reported on a trade date basis.
#### **Marketable securities, at fair value**
The Company's investments consist of equity securities (common stock) and US Treasury Bills due May 2025 and July 2025 and are classified as a level 1 asset in the fair value hierarchy.
#### **Income Taxes**
The Company files its tax returns for federal, state and city as a C Corporation. In the accompanying 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 l 5c3- 1) which requires that aggregate indebtedness, as defined, shall not be permitted to exceed 15 times net capital, as defined. As of April 30, 2025, the Company's net capital was \$966,194 which was in excess of the amount required, and had a ratio of aggregate indebtedness to the net capital of approximately 0.3404 to 1.
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## **SPENCER- WINSTON SECURITIES CORP. NOTES TO FINANCIAL STATEMENTS APRIL 30, 2025**
#### **NOTE 4 - INCOME TAXES**
Income taxes are calculated 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 the following:
| Federal | | \$
7,794 |
|-------------------|---|---------------|
| New York State | | 1,959 |
| New York City Tax | - | 1,512 |
| | | \$
I 1,265 |
The Company has net operating loss carry forwards that may be offset against 80% of each years future taxable income. The loss carry-forwards at April 30, 2025, total approximately \$205,000. Loss carry forwards incurred prior to 2018 will expire on March 31, 2037. Loss carry forwards incurred in years ending after 2017 can be carried forward indefinitely.
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, 2025 was \$103,350.
#### **NOTE 6 - RELATED PARTY DISCLOSURES**
The disclosures of transactions during the year with the related parties are as follows:
| Name of Related party | Nature of Transaction | Relation | Amount |
|-----------------------|-----------------------|-----------|------------|
| Oscar Echman | Salary | President | \$ 165,000 |
#### **NOTE 7 - COMMITMENTS AND CONTINGENCIES**
Pursuant to Securities and Exchange Commission Rule **l** 5c3-l ( e )(2) the Company may not authorize distributions to its stockholders if such distributions cause the Company's net capital to fall below 120% of the Company's minimum net capital requirement. As of April 30, 2025, the Company was not in violation of this requirement.
The Company had no lease or equipment rental commitments (other than as disclosed in Note 5 above), no underwriting commitments, no contingent liabilities, and had not been named as a defendant in any lawsuit at April 30, 2025, or during the year then ended.
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## **SPENCER- WINSTON SECURITIES COR"·. NOTES TO FINANCIAL STATEMENTS APRIL 30, 2025**
#### **NOTE 8** - **SEGMENT REPORTING**
The Company is engaged in a single line of business as a securities broker-dealer, providing investment banking services and executing transactions in stocks and option markets, all within one line of business. The Company has identified its CEO as the chief operating decision maker ("CODM"), who uses net income to evaluate the results of the business, predominantly 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, such as whether to reinvest profits or pay dividends. The Company's operations constitute a single operating segment and therefore, a single reportable 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 described in the summary of significant accounting policies.
#### **NOTE 9** - **SUBSEQUENT EVENTS**
The Company has evaluated subsequent events and transactions for potential recognition or disclosure in the financial statement through July 21, 2025 the date which the financial statements were available to be issued.
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## Supplementary Information
Pursuant to Rule 17a-5 of the
Securities Exchange Act of 1934
As of April 30, 2025
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#### **SPENCER-WINSTON SECURITIES CORPORATION**
#### NET CAPITAL COMPUTATION IN ACCORDANCE WITH RULE 15c 3-1 April 30, 2025
#### **Schedule I**
#### NET CAPITAL
| | Assets | \$ 1,337,381 |
|------------|----------------------------------------------------------------------------------------------------------|---------------|
| | Less Liabilities | (328,903) |
| | Total Ownership Equity | 1,008,478 |
| | Less Non Allowables | (16,738) |
| | TNC Before Haircuts & Undue Concentration | 991,740 |
| | Less Haircuts | (25,546) |
| | Less Undue Concentration | 0 |
| | NET CAPITAL | 966,194 |
| | Minimum Required Net Capital | 100,000 |
| | Excess Net Capital | \$
866,194 |
| | Al/NC Ratio | 0.3404 |
| | Non A.I. Liabilities | 0.00 |
| As Amended | Reconciliation with Company's Computation (included in
Part II of Form X-l 7A-5 as of April 30, 2025) | |
| | Net Capital, as reported in Company's Part II unaudited Focus Report | \$
965,653 |
| | Net Capital, per above | 966,194 |
| Difference | | \$
(541) |
There are no material differences between the net capital reflected in the above computation and the net capital reflected in the Company's FOCUS Report as of April 30, 2025.
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## **SPENCER-WINSTON SECURITIES CORPORATION**
## SCHEDULE II COMPUTATION FOR DETERMINATION OF RESERVE REQUIREMENTS UNDER RULE 15c3-3 (EXEMPTION)
## YEAR ENDED April 30, 2025
Pursuant to Rule l 7a-5(d) (4) of the audited computations ofNetCapitalpursuant 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 materially effect the reserve requirements pursuant to Rule 15c 3-3 or its claim for exemption.
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#### **SPENCER-WINSTON SECURITIES CORPORATION**
## SCHEDULE III INFORMATION RELATING TO POSSESSION OR CONTROL REQUIREMENTS (EXEMPTION)
## PURSUANT TO RULE 15c 3-3 of the Securities and Exchange Commission
## As of April 30, 2025
#### **"EXEMPT UNDER 15c3-3(k)(2)(ii)**
Pursuant to rule 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, 2025 and therefore is claiming exemption to this schedule pursuant to paragraph (k)(2)(ii) of SEC Rule 15c3-3.
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## **Ferrara CPA** *~P~rl~*
100 Horizon Center Blvd Hamilton, NJ 08691
**Tel:** 609-865-5391
## REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
## To: The Stockholders **Spencer-Winston Securities Corporation**
I have reviewed management's statements, included in the accompanying Exemption report, in which (1) Spencer-Winston Securities Corporation identified the following provisions of 17 C.F .R. § 15c3-3(k) under which Spencer-Winston Securities Corporation claimed an exemption from 17 C.F.R. §240.15c3-3: 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 Overs'ight Board (United States) and, accordingly, included inquiries and other required procedures to obtain evidence about Spencer-Winstor: 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, I 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.
Ferrara CPA Hamilton, New Jersey July 21, 2025
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## **+Spencer,,, Winston Secudties Corporation**
## **Exemption Report pursuant to SEC Rllle 17a-5 For the Year Ended AprUJO, 2025**
## . *Spencgr'""Winston Securities Coreoration Exemptit>n lJ:eport*
Spencer-Win.ston Securities Corporation (the "Companf') is .a. registered broker-dealer ···.·· subject to Rule 17a-5 promulgated by the Securities and Exchange Commission(17C.F,R & 240.17a-5, "Reports to be made by certain broker dealers"). ThisExeiµption Report was prepared as required by17 C.F.R & 240. 17a-S(d) (1) and(4). To the best ofitsknowledge and belief for the.year ended April 30, 2025, 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
I, Oscar Ecbman, swear (or affirm) that, to my best knowledge anu belief, this Exemption Report is true. and C()ttect.
By: *L* · *7*~····. · · • .~.i / /. · *7*
Oscar Echman President
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## **Ferrara CPA** *~'P~rt~*
100 Horizon Center Blvd Hamilton, NJ 08691
**Tel:** 609-865-5391
July 29, 2025
Spencer-Winston Securities Corporation
In connection with my audit of the financial statements and supplemental information of Spencer-Winston Securities Corporation (the Company) for the year ended April 30, 2025 and **l** will issue my report thereon dated July 21, 2025. Professional standards require that I provide you with the following information related to my audit.
*The standard defines those charged with governance as the persons "with responsibility for overseeing the strategic direction of the entity and its obligations related to the accountability of the entity. In accordance with PCAOB Rule 3501 audit committee' "means the person(s) who oversee(s) the accounting and financial reporting processes of the entity and audits of the financial statements of the entity."*
## Significant and Critical Accounting Policies and Practices
Management is responsible for the selection and use of appropriate accounting policies. In accordance with the terms of our engagement letter, I will advise management about the appropriateness of accounting policies and their application. The Company's significant accounting policies are disclosed in the notes to the financial statements as required by generally accepted accounting principles pursuant to Rule 17a-5 under the Securities and Exchange Act of 1934. No new accounting policies were adopted and the application of existing accounting policies 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 adjustments 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 policies used by the Company in its 2025 financial statements are described in Note 2 to the financial statements and relate to the policies the Company uses to account for revenue recognition which is always considered significant.
C'~rtain financial statement disclosures are particularly sensitive because of their significance to financial statement users. The most sensitive disclosure(s) affecting the financial statements was (were):
#### *None noted. The.financial statement disclosures are neutral, consistent, and clear.*
Accounting estimates are an integral part of the financial 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 are estimates for which ( 1) the nature of the estimate is material due to the levels of subjectivity 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
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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 standards define *significant unusual transactions* as transactions that are 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 by the Company during the year frr which there is a lack of authoritative guidance or consensus. All significant transactions (if any) have been recognized in the financial statements in the proper period.*
## Related-party Relationships and Transactions
As part of my audit, I evaluated the Company's identification of, accounting for, and disclosure of the Company's relationships and transactions with related parties 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 policies or procedures were granted; or significant related-party transactions that appeared to lack a business purpose.
## Quality 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 policies and practices. My responsibility under professional standards is to evaluate 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 communicate 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 managemem.
- 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 fully disclosed.
- e. The financial statement disclosures are neutral, consistent, and clear.
- f. There were no significant or unusual transactions noted during the audit.
- g. The presentation of the financial statements 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 during the audit.
*There was one proposed audit adjustment(s) to the Company's General Ledger.*
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Note: Uncorrected misstatements or the matters underlying them (if any) could potentially cause future period financial statements to be materially misstated, even though, in my iudgment, 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, II and III, I did not identify any exceptions 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. I am pleased to report that no disagreements with management arose during the course of my audit.
## Difficulties Encountered in Performing the Audit
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, 2025. 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 decide to consult with other accountants about auditing and accounting matters, similar to obtaining a "second opinion" on certain situations. If a consultation involves application of an accounting principle to the Company's financial statements or a determination of the type of auditor's opinion that may be expressed on those statements, our professional standards require the consulting accountant to check with me to determine that the consultant has all the relevant facts.
*To my knowledge, there were no such consultations with other accountants.*
## *Other Audit Findings or Issue*
T generally discuss a variety of matters, including the application of accounting principles and auditing standards, with management each year prior to retention as the Company's auditor. However, these discussions occurred in the normal course of my professional relationship and my responses were not a condition to my retention.
However, I should bring the following items to your attention:
#### *Bank Statements- Valley National Bank* & *Citi Bank*
Operating Account. Copies of all cancelled checks and or wire transfers orders should be kept in a permanent file for a period of not less than three years, the first two years in an accessible place as required pursuant to the General Rules & regulations promulgated under the Securities & Exchange Act of 1934 -
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Rule l 7a-4 (Records to be preserved by Certain Exchange Members, Brokers and Dealers). All Bank Statements (all accounts) should be downloaded and kept in pdf format in a permanent file.
The Company is in Compliance with this requirement.
Recommendation
Management should consider using Quickbooks accounting software.
## Supplemental Information
Based on the regulatory requirements of SEC Rule l 7a-5, the Company presents information that accompanies the financial statements. I subjected that supplemental information to audit procedures in accordance with *AS 2701, Auditing Supplemental Information Accompanying Audited Financial Statements* (link) . Based on my audit procedures performed, the supplemental information is fairly stated, in all material respects, in relation to the financial statements taken as a whole.
## *Closing*
This information is intended solely for the use of the members of Spencer-\\, L'lSton Securities Corporation and those charged with governance of the Company and is not intended to be and should not be used by anyone other than these specified parties.
If you feel that there are others within the Company who meet the criteria specified above and to whom this letter should be communicated to, please advise in writing the individual(s) name and position and I will forward a copy of this letter to them.
Sincerely,
Ferrara CPA
Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.