# VASILIOU & COMPANY INC. X-17A-5 (2026-03-02) — Broker-dealer annual report - Company: VASILIOU & COMPANY INC. - Form: X-17A-5 - Filed: 2026-03-02 - Period: 2025-12-31 - Accession: 0000801626-26-000001 - CIK: 801626 - File #: 8-36698 - Type: Broker-dealer - Material weakness: No - Auditor: Salberg & Company, PA - Auditor location: Boca Raton, FL - Contact: Robert Gilman - Phone: 561-771-0036 - Signed by: Basil Vasiliou (Chairman) Original filing: https://www.sec.gov/Archives/edgar/data/801626/000080162626000001/vas25auditedfs.pdf --- {0}------------------------------------------------ FINANCIAL STATEMENTS AND REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM DECEMBER 31, 2025 {1}------------------------------------------------ #### UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0123 Expires: Nov. 30, 2026 Estimated average burden hours per response: 12 # PART III ANNUAL REPORTS FORM X-17A-5 | SEC FILE NUMBER | |-----------------| |-----------------| | Information Required Pursuant to Rules 17a-5, 17a-12, and 18a-7 under the Securities Exchange Act of 1934 | FACING PAGE | | | | | | |---------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------|---------------------------------------|--------------------------------------------|--|--|--| | | | | | | | | | FILING FOR THE PERIOD BEGINNING | MM/DD/YY | AND ENDING | MM/DD/YY | | | | | | A. REGISTRANT IDENTIFICATION | | | | | | | NAME OF FIRM: | | | | | | | | TYPE OF REGISTRANT (check all applicable boxes):
Broker-dealer
Security-based swap dealer
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.) | | | | | | | | | | | | | | | | (No and Street) | | | | | | | | | | | | | | | | (City) | (State) | | (Zip Code) | | | | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | | | | | | | | | | | | (Name) | (Area Code - Telephone Number) | (Email Address) | | | | | | | B. ACCOUNTANT IDENTIFICATION | | | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing* | | | | | | | | | (Name - if individual, state last, first, and middle name) | | | | | | | | | | | | | | | (Address) | (City) | (State) | (Zip Code) | | | | | | | | | | | | | (Date of Registration with PCAOB)(if applicable) | FOR OFFICIAL USE ONLY | | (PCAOB Registration Number, if applicable) | | | | Claims for exemption from the requirement that the annual reports be covered by the reports of an independent public accountant must be supported by astatement of facts and circumstances relied on as the basis of the exemption. See 17 CFR 240.17a-5(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 OMB control number. {2}------------------------------------------------ | Basil Vasiliou | | | | | swear (or affirm) that, to the best of my knowledge and belief, the | | |----------------|--|--|------------------------------------------------------------------------------------------------------------------------------------|--|---------------------------------------------------------------------|-------| | | | | financial report pertaining to the firm of Vasiliou & Company, Inc. | | | as of | | 12/31 | | | 2 025 , 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 soled | | | | | Signature: | | | |--------------|--|--| | Title: | | | | Chairman/CEO | | | - - - - - - - - - - - - - - - - - - - - - - - - - - - {3}------------------------------------------------ # **CONTENTS** | Page(s) | |-----------------------------------------------------------------------------------------------------------------| | Report of Independent
Registered Public Accounting
Firm
(PCAOB ID 106)
1-2 | | Financial Statements | | Statement of Financial Condition
3
Statement of Operations
4 | | Statement of Changes in Stockholder's Equity

5 | | Statement of Cash Flows

6 | | Notes to Financial Statements
7-10 | | Supplementary Information | | Schedule I -
Computation of Net Capital Under Rule 15c3-1 of the Securities and Exchange
Commission
11 | | Supplementary
Note Pursuant to Rule 17a-5 of the Securities Exchange Act of 1934
12 | | Report of Independent Registered Public Accounting Firm on Rule 15c3-3 Exemption Report
13 | | Rule 15c3-3 Exemption Report

14 | {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) # **Report of Independent Registered Public Accounting Firm** To the stockholder and the board of directors of: Vasiliou & Company, Inc. # **Opinion on the Financial Statements** We have audited the accompanying statement of financial condition of Vasiliou & Company, Inc. (the "Company") as of December 31, 2025, the related statements of operations, changes in stockholder's equity, and cash flows for the year then ended and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and the results of its 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 the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. 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 financial 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. {5}------------------------------------------------ ### **Supplemental Information** The information contained in Schedule 1 and Supplementary Note has been subjected to audit procedures performed in conjunction with the audit of the Company's financial statements. The supplemental information is the responsibility of the Company's management. Our 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 our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with Rule 17a-5 of the Securities Exchange Act of 1934. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole. SALBERG & COMPANY, P.A. We have served as the Company's auditor since 2014*.* Boca Raton, Florida February 27, 2026 {6}------------------------------------------------ # **STATEMENT OF FINANCIAL CONDITION** #### **December 31, 2025** #### **ASSETS** | Cash | \$
25,371
1,244 | |-----------------------------------------------------------------------------------------------|-----------------------| | Prepaid assets
Total assets | \$
26,615 | | Liabilities | | | Accounts payable and accrued expenses | \$
7,918 | | Due to officer | 3,719 | | Total liabilities | 11,637 | | Commitments and contingencies (Note 8) | | | Stockholder's equity | | | Common stock, \$0.01 par value, 1,000 shares authorized,
100 shares issued and outstanding | 1 | | Additional paid-in capital | 1,622,464 | | Accumulated deficit | (1,607,487) | | Total stockholder's equity | 14,978 | | | | | TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY | \$
26,615 | {7}------------------------------------------------ # **STATEMENT OF OPERATIONS** ### **Year Ended December 31, 2025** | Revenues | \$
- | |----------------------------------|----------------| | Expenses | | | Professional and consulting fees | 16,442 | | Office expenses | 1,414 | | Regulatory fees | 538 | | Pension plan administration | 2,000 | | Other | 1,128 | | Net loss | \$
(21,522) | {8}------------------------------------------------ # **STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY** #### **Year Ended December 31, 2025** | | Common
Shares | Stock | Amount | Additional
Paid in
Capital | Accumulated
Deficit | Total | |-----------------------------|------------------|-------|--------|----------------------------------|------------------------|--------------------| | Balances, beginning of year | 100 | \$ | 1 | \$ 1,598,967 | \$(1,585,965) | \$ 13,003 | | Contributions
Net loss | -
- | | -
- | 23,497
- | -
(21,522) | 23,497
(21,522) | | Balances, end of year | 100 | \$ | 1 | \$ 1,622,464 | \$(1,607,487) | \$ 14,978 | {9}------------------------------------------------ ### **STATEMENT OF CASH FLOWS** #### **Year Ended December 31, 2025** | Cash flows from operating activities
Net loss
Adjustments to reconcile net loss to net cash used in | \$
(21,522) | |----------------------------------------------------------------------------------------------------------------|----------------| | operating activities: | | | Changes in operating assets and liabilities:
Receivables from clearing broker
Increase in prepaid assets | (872) | | Securities owned, at fair value
Increase in accounts payable and accrued expenses | 9,325 | | Net cash used in operating activities | (13,069) | | Cash flows from financing activities: | | | Capital contributions | 15,317 | | Net cash provided by financing activities | 15,317 | | Net increase in cash | 2,248 | | Cash, beginnning of year | 23,123 | | Cash, end of year | \$
25,371 | | Supplemental disclosure of cash flow information: | | | Cash paid for interest | \$
- | | Taxes paid during the year | \$
- | | Non-cash investing and financing activity: | | | Payments by officer to company vendors | \$
8,129 | | Forgiveness of due to officer as capital contribution | \$
8,180 | {10}------------------------------------------------ ### **NOTES TO FINANCIAL STATEMENTS** **December 31, 2025** #### **1. Nature of business and summary of significant accounting policies** #### *Nature of Business* Vasiliou & Company, Inc. (the "Company") is a broker-dealer formed under the Securities Exchange Act and registered with the Securities and Exchange Commission (the "SEC") and is a member of the Financial Industry Regulatory Authority, Inc, ("FINRA"). The Company's business activities are private placement of securities and best efforts underwriting. The Company has not been active for the current year. #### *Basis of Presentation* The financial statements have been prepared pursuant to Rule 17a-5 of the Securities and Exchange Commission Act of 1934. The classification and reporting of items appearing in the financial statements are consistent with that rule. #### *Cash and Cash Equivalents* Cash consists of deposits with banks and all highly liquid investments with maturities of three months or less, that are not segregated and deposited for regulatory purposes. There were no cash equivalents at December 31, 2025. #### *Revenue Recognition* All revenues are recorded in accordance with Accounting Standards Codification (ASC) 606 "Revenue from Contracts with Customers", which is recognized when: (i) a contract with a client has been identified, (ii) the performance obligation(s) in the contract have been identified, (iii) the transaction price has been determined, (iv) the transaction price has been allocated to each performance obligation in the contract, and (v) the Company has satisfied the applicable performance obligation. The Company's revenues from contracts with customers are recognized when the performance obligations are satisfied at an amount that reflects the consideration expected to be received in exchange for such services. Best efforts underwriting and selling group fees and private placements are earned from revenue arising from securities offerings in which the Company acts as a selling group member. Revenue is recognized on the trade date (the date on which the Company purchases the securities from the issuer) for the portion the Company is contracted to buy. The Company believes that the trade date is the appropriate point in time to recognize revenue for securities underwriting transactions as there are no significant actions which the Company needs to take subsequent to this date. There were no securities transactions in 2025. #### *Income Taxes* The Company has elected to be treated as an "S" Corporation for Federal income tax purposes. As such, the individual stockholder is liable for federal tax on corporate income and receives the benefit of corporate losses. #### *Uncertain Tax Positions* In accordance with GAAP, the Company is required to determine whether a tax position of the Company is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. De-recognition of a tax benefit previously recognized could result in the Company recording a tax liability {11}------------------------------------------------ ### **NOTES TO FINANCIAL STATEMENTS** **December 31, 2025** #### **1. Nature of business and summary of significant accounting policies (continued)** #### *Uncertain Tax Positions (continued)* that would reduce stockholder's equity. This policy also provides guidance on thresholds, measurement, derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition that is intended to provide better financial statement comparability among different entities. Based on its analysis, the Company has determined that this policy does not have a material effect on the Company's financial statements. However, management's conclusions regarding this policy may be subject to review and adjustment at a later date based on factors including, but not limited to, on-going analysis of and changes to tax laws, regulation and interpretations thereof. The Company recognizes interest, if any, related to unrecognized tax benefits in income tax expense. No interest or penalties have been recorded for the year ended December 31, 2025. The Company is generally no longer subject to U.S. Federal or State examinations by tax authorities for years beginning before 2021. #### *Segment Reporting* The Company follows Accounting Standard Update 2023-07-Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07"), which expands reportable segment information by requiring companies to disclose on an annual and interim basis, significant reportable segment expenses that are regularly reported to the Chief Operating Decision Maker ("CODM") and included within each reported measure of the segment's profit or loss. ASU 2023-07 also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM makes decisions about allocating resources to segments and evaluating performance. The Company has one reportable segment: Brokerage, which generates revenue from customers by charging fees, commissions, and other income for the services it provides to its customers. Such revenue streams are further described earlier in this footnote disclosure under the Revenue Recognition caption. In connection with this, the Company has identified the Chairman as the CODM, who uses net loss to evaluate the results of the business and how to allocate resources based on net loss in managing the operations of the Company. Additionally, the CODM may also use excess net capital, which is not a measure of profit and loss, to make operational decisions while maintaining capital adequacy to meet the Company's regulatory requirements, such as whether to reinvest profits or declare dividends to the stockholder. The measurement of segment income, expenses, and net income (loss) reviewed by the CODM is reported in the accompanying statement of operations. The measurement of segment assets and liabilities are reported in the accompanying statement of financial condition as total assets and total liabilities. 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. For the year ended December 31,2025, the Company operates in a single segment and the CODM is the Chairman. #### *Use of Estimates* The preparation of financial statements in conformity with GAAP requires the Company's management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. {12}------------------------------------------------ ### **NOTES TO FINANCIAL STATEMENTS** **December 31, 2025** ### **1. Nature of business and summary of significant accounting policies (continued)** #### *Recent Accounting Pronouncement* The Company follows Accounting Standard Update 2024-03-Dissaggreagation of Income Statement Expenses, which requires disclosure of specified expense categories included within the income statement. Expenses primarily include professional fees, regulatory fees and insurance fees. #### **2. Net capital requirement** The Company is a member of FINRA and is subject to the SEC's Uniform Net Capital Rule 15c3-1. This rule requires maintaining a minimum net capital and that the ratio of aggregate indebtedness to net capital, both as defined, shall not exceed 15 to 1, and that equity capital may not be withdrawn, or cash dividends paid if the resulting ratio of aggregate indebtedness to net capital would exceed 10 to1. At December 31, 2025, the Company's net capital was \$13,734 which was \$8,734 in excess of its minimum requirement of \$5,000. The ratio of aggregate indebtedness to net capital was 84.73%. #### **3. Retirement Plan** The Company has a defined contribution retirement plan, which covers all employees that meet certain eligibility requirements. Contributions to the plan are made at the discretion of the Company's Board of Directors. The Company made no contributions to the plan during the year ended December 31, 2025 but did pay a processing fee. ### **4. Off-Balance Sheet and Concentrations of Credit Risk** The Company maintains its cash balances with one financial institution which is insured by the Federal Insurance Corporation ("FDIC"). The Company's cash balances may exceed the FDIC coverage of \$250,000. The Company has not experienced any losses in such accounts and believes it is not subject to any significant credit risk on cash. No cash balances exceeded FDIC limits at December 31, 2025. #### **5. Rule 15c3-3** The Company, relying on footnote 74 to SEC release 30-70073, does not claim an exemption from SEC Rule 15c3-3. ### **6. Related party transactions** The Company occupies office space owned by the sole stockholder. No rent was charged to the Company in 2025. At December 31, 2025 the sole officer was owed \$3,719 for vendor invoices he paid on behalf of the Company. See Note 9 for capital transactions. ### **7. Clearing Broker** The Company did not have a clearing arrangement for 2025. {13}------------------------------------------------ ### **NOTES TO FINANCIAL STATEMENTS** **December 31, 2025** ### **8. Commitments and contingencies** The Company is exposed to various asserted and unasserted potential claims encountered in the normal course of business. In the opinion of management, the resolution of these matters will not have a material effect on the Company's financial position or results of operations. ## **9. Stockholder Equity** During 2025, contributions made by the sole stockholder amounted to \$23,497 which consisted of \$15,317 of cash and \$8,180 of forgiveness of due to officer. #### **10. Subsequent events** The Company has evaluated subsequent events through February 27, 2026, whereupon the financial statements were available to be issued. There were no reportable subsequent events. {14}------------------------------------------------ # **SCHEDULE I** **COMPUTATION OF NET CAPITAL UNDER RULE 15c3-1 OF THE SECURITIES AND EXCHANGE COMMISSION** | December 31, 2025 | | |------------------------------------------------------|--------------| | Net capital, stockholder's equity | \$
14,978 | | Less nonallowable assets
Prepaid expenses | 1,244 | | | 13,734 | | Net capital before haircuts | 13,734 | | Haircuts
Security position | - | | Net capital | \$
13,734 | | Minimum net capital required (under SEC Rule 15c3-1) | \$
5,000 | | Excess net capital | \$
8,734 | | Aggregate Indebtedness | \$
11,637 | | Ratio of aggregate indebtedness to net capital | 84.73% | There are no material differences between the computation of net capital presented above and the computation of net capital in the Company's unaudited Form X-17A-5, Part II-A filing as of December 31, 2025, as amended. See Report of Independent Registered Public Accounting Firm. {15}------------------------------------------------ **Supplementary Note Pursuant to Rule 17a-5 of the Securities and Exchange Act of 1934** # **December 31, 2025** Vasiliou & Company, Inc does not claim an exemption under paragraph (k) of 17 C.F.R. § 240.15c3-3, and is relying on Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5 because the Company limits it business activities exclusively to (1) Private placement of securities (2) Best efforts underwriting (cannot act or be identified as acting in a Firm Commitment Underwriting in any capacity) and the Company (1) 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 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); (2) did not carry accounts of or for customers; (3) did not carry PAB accounts (as defined in Rule 15c3-3) throughout the most recent fiscal year without exception. See Report of Independent Registered Public Accounting Firm. {16}------------------------------------------------ ![](_page_16_Picture_0.jpeg) # **Report of Independent Registered Public Accounting Firm** To the Board of Directors and the Stockholder of Vasiliou & Company, Inc. We have reviewed management'sstatements, included in the accompanying Rule 15c3-3 Exemption Report pursuant to SEC Rule 17a-5, in which (1) Vasiliou & Company, Inc. (the Company) did not claim an exemption under paragraph (k) of 17 C.F.R. §240.15c3-3, 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. § 240.17a-5 because the Company limits its business activities exclusively to: A) Private placement of securities B) Best Efforts Underwriter (cannot act or be identified as acting in a Firm Commitment Underwriting in any capacity) 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 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; 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 without exception. Vasiliou & Company, Inc.'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 Vasiliou & Company, Inc.'s 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, 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 upon the Company's 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. SALBERG & COMPANY, P.A. Boca Raton, Florida February 27, 2026 {17}------------------------------------------------ Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.