# WATERFORD CAPITAL, INC. X-17A-5 (2026-01-29) — Broker-dealer annual report

- Company: WATERFORD CAPITAL, INC.
- Form: X-17A-5
- Filed: 2026-01-29
- Period: 2025-11-30
- Accession: 0000828400-26-000003
- CIK: 828400
- File #: 8-39210
- Type: Broker-dealer
- Material weakness: No
- Auditor: Sanville & CO
- Auditor location: Dallas, TX
- Contact: David OConnor
- Phone: 2143636920
- Email: david@waterfordcapital.com
- Website: waterfordcapital.com
- Signed by: David OConnor (President)

Original filing: https://www.sec.gov/Archives/edgar/data/828400/000082840026000003/waterfordcapitainc2.pdf

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UI\IITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM X-17A=5 PARTIII FACING PAGE 0MB APPROVAL 0MB Number: 3235-0123 Expires: Nov. 30, 2026 Estimated average burden hours per response: I 2 SEC FILE NUMBER 8-39210 lnforrnation Required Pursuant to Rules 17a-5, 17a-12, and 18a-7 under the Securities Exchange Act of 1934 FILING FOR THE PERIOD BEGINNING 12/01 /24 MM/DD/VY AND ENDING 11 /30/25 MM/DD/VY A. REGISTRANT IDENTIFICATION r\JAME oF FIRM: Waterford Capital, Inc. TYPE OF REGISTRANT (check all applicable boxes): ~ Broker-dealer □ Security-based swap dealer :J 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.) Midway Road, Suite 138 (No. and Street) Addison Texas 75001 (City) (State) (Zip Code) PERSON TO CONTACT WITH REGARD TO THIS FILING o· Connor 214.363.6920 david@waterfordcapital.com (Name) (Area Code -Telephone Number) (Email Address) B. ACCOUNTANT IDENTIFICATION lf\JDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing\* Company, LLC (Name - if individual, state last, first, and middle name) 325 North Saint Paul St. Suite 3100 Dallas TX 75201 (Address) (City) (State) (Zip Code) 18/2003 169 (Da,e of Registration with PCAOB)(if applicable) FOR OFFICIAL USE ONLY **(PCAOB Re<stcat;oo Nombe,,** If **applicable(** I \* Claims for exemption frorn the requirement that the annual reports be covered by the reports of an independent public

accountant rnust be supported by a statement 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 0MB control number.

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#### **OATH OR AFFIRMATIOI\I**

| 1, David o· Connor                                                 | swear (or affirm) that, to the best of ~y knowledge and belief, the                                                                 |
|--------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------|
| financial report pertaining to the firm of Watertord Capital, Inc. | as of                                                                                                                               |
| 2~<br>11 /30                                                       | is true and correct. I further swear (or affirm) that neither the company nor any                                                   |
|                                                                    | partner, officer, director, or equivalent person, as the case may be, has any proprietary interest in any account classified solely |
| as that of a customer.                                             |                                                                                                                                     |
|                                                                    |                                                                                                                                     |
|                                                                    |                                                                                                                                     |

- This filing':'\* cont ains (check all applicable boxes): ~ (a) Statement of financial condition.
- 0 (b) Notes to consolidated statement of financial condition.
- § (c) Statement of income (loss) or, if there is other comprehensive income in the period(s) presented, a statement of comprehensive income (as defined in§ 210.1-02 of Regulation S-X).
- g (d) Statement of cash flows.
- § (e) Statement of changes in stockholders' or partners' or sole proprietor's equity.
- '.::J (f) Statement of changes in liabilities subordinated to claims of creditors.
- (g) Notes to consolidated financial statements.
- g (h) Computation of net capital under 17 CFR 240.15c3-1 or 17 CFR 240,18a-l, as applicable.
- ;:J (i) Computation of tangible net worth under 17 CFR 240.18a-2.
- § (j) Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.15c3-3.
- =i (k) Computation for determination of security-based swap reserve requirements pursuant to Exhibit B to 17 CFR 240.15c3-3 or Exh ibit A to 17 CFR 240.18a-4, as applicable.
- :=i (I) Computation for Determination of PAB Requirements under Exhibit A to§ 240.15c3-3.
- gj (m) Information relating to possession or control requirements for customers under 17 CFR 240.15c3-3.
- '.:J (n) 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.
- i;l (o) Reconciliations, including appropriate explanations, of the FOCUS Report with computation of net capital or tangible net worth under 17 CFR 240.15c3-1, 17 CFR 240.18a-l, 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.
- =i (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 240.17a-12, or 17 CFR 240.18a-7, as applicable.
- 0 (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 240.17a-5 or 17 CFR 240.18a-7, as applicable.
- D (t) Independent public accountant's report based on an examination of the statement of financial condition .
- ;;:;j (u) Independent public accountant's report based on an examination of the financial report or financial statements under 17 CFR 240.17a-5, 17 CFR 240.18a-7, or 17 CFR 240.17a-12, as applicable.
- =:i (v) Independent public accountant's report based 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 pu blic accountant's report based on a review of the exemption report under 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable.
- D (x) Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.15c3-le or 17 CFR 240.17a-12, as appl icable.
- D {y) Report describing any material inadequacies found to exist or found to have existed since the date of the previous audit, or a statement that no material inadequacies exist, under 17 CFR 240.17a-12(k). D (z) Other:------------------------------------------
- 

<sup>,:,&#</sup>x27;-'To request confidential treatment of certain portions of this filing, see 17 CFR 240.17a-5(e}(3} or 17 CFR 240.18a-7(d}(2}, as applicable.

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WATERFORD CAPITAL, INC. REPORT PURSUANT TO RULE 17a-5(d) YEAR ENDED NOVEMBER 30, 2025

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#### WATERFORD CAPITAL, INC.

## CONTENTS

|                                                                                                      |                                                                                                                                                                                                           | PAGE  |  |
|------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------|--|
| REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                                              |                                                                                                                                                                                                           |       |  |
| STATEMENT OF FINAI\JCIAL CONDITION                                                                   |                                                                                                                                                                                                           | 3     |  |
| STATEMENT OF OPERATIONS                                                                              |                                                                                                                                                                                                           |       |  |
| STATEMENT OF CHANGES 11\J STOCKHOLDER'S EQUITY                                                       |                                                                                                                                                                                                           |       |  |
| STATEMENT OF CASH FLOWS                                                                              |                                                                                                                                                                                                           |       |  |
| f\lOTES TO FINANCIAL STATEMENTS                                                                      |                                                                                                                                                                                                           |       |  |
| SUPPLEMENTAL INFORMATION                                                                             |                                                                                                                                                                                                           |       |  |
| Schedule I:                                                                                          | Computation of Net Capital Under Rule 15c3-1<br>of the Securities and Exchange Commission                                                                                                                 | 10-11 |  |
|                                                                                                      | Schedule II & Ill: Computation For Determination Of Reserve Requirements<br>and Information Relating to Possession or Control Requirements<br>Under Rule 15c3-3 of the Securities and Exchange Commission | 12    |  |
| REVIEW REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM<br>ot\J MANAGEMENT'S EXEMPTION REPORT |                                                                                                                                                                                                           |       |  |

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![](_page_4_Picture_0.jpeg)

## **Report of Independent Registered Public Accounting Firm**

To the Board of Directors and Those Charged With Governance Waterford Capital, Inc.

#### **Opinion on the Financial Statements**

We have audited the accompanying statement of financial condition of Waterford Capital, Inc. (the Company) as of November 30, 2025, the related statements of operations, changes in stockholder's equity, and cash flows for the year then ended, and the related notes to the financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of November 30, 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 fin ancial 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 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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

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.

#### **Supplemental Information**

The supplementary information contained in Schedule I, Computation of Net Capital Under SEC Rule 15c3-1, Schedule II, Computation for Determination of Reserve Requirements Under SEC Rule 15c3-3, and Schedule 111, Information Relating to the Possession or Control Requirements Under SEC Rule 15c3-3 has been subjected to audit procedures performed in conjunction with the audit of the Company's financial statements. The supplemental information is the

> 325 North Saint Paul Street Suite 3100 Dallas, Texas 75201 214.738.1998

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responsibi!ity 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 17 C.F.R. § 240.17a-5. In our opinion, the supplementary information contained in Schedule I, Computation of l\let Capital Under SEC Rule 15c3-1, Schedule 11, Computation for Determination of Reserve Requirements Under SEC Rule 15c3-3, and Schedule Ill, Information Relating to the Possession or Control Requirements Under SEC Rule 15c3-3 is fairly stated, in all material respects, in relation to the financial statements as a whole.

We have served as the Company's auditor since 2019.

s~ ~~L/J3

Sanville & Company, LLC Dallas, Texas January 8, 2026

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## WATERFORD CAPITAL, INC. Statement of Financial Condition November 30, 2025

# ASSETS

| Cash<br>Receivable from broker-dealers                                                                                                                                                 | \$<br>27,522<br>10,957 |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------|
| Total assets                                                                                                                                                                           | \$<br>38,479           |
| LIABILITIES AND STOCKHOLDER'S EQUITY                                                                                                                                                   |                        |
| Liabilities<br>Accounts payable                                                                                                                                                        | \$<br>4,119            |
| Total liabilities                                                                                                                                                                      | 4,119                  |
| Stockholder's equity<br>Common stocl<, 500,000 shares<br>authorized with \$.0·1 par value,<br>101,000 shares issued and outstanding<br>Additional paid-in capital<br>Retained earnings | 1,010<br>32,770<br>580 |
| Total stockholder's equity                                                                                                                                                             | 34,360                 |
| Total liabilities & stocl<holder's equity                                                                                                                                              | \$<br>38.479           |

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# WATERFORD CAPITAL, INC. Statement of Operations For the Year Ended November 30, 2025

| Revenues                                       |             |
|------------------------------------------------|-------------|
| Securities commissions                         | \$<br>1,575 |
| Revenue from sale of Investment Company shares | 58          |
| Revenue from investment banking                | 3,764,143   |
| Interest income                                | 352         |
|                                                | 3}66,128    |
|                                                |             |
| Expenses                                       |             |
| Compensation and benefits                      | 3,735,894   |
| Professional fees                              | 10,420      |
| Regulatory fees                                | 9,954       |
| Occupancy and equipment costs                  | 3,000       |
| Other expenses                                 | 7,507       |
|                                                | 3,766,775   |
| Net loss before income taxes                   | (647)       |
| Federal income tax expense                     |             |
|                                                |             |
| Net loss                                       | \$<br>/647) |

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## WATERFORD CAPITAL, INC. Statement of Changes in Stockholder's Eguitt For the Year Ended November 30, 2025

|                                  | Shares     | Common<br>Stock |    | Additional<br>Paid in<br>Capital |    | Retained<br>Earnings<br>(Deficit) |  | Total  |  |
|----------------------------------|------------|-----------------|----|----------------------------------|----|-----------------------------------|--|--------|--|
| Balances at<br>November 30, 2024 | 101,000 \$ | 1,010 \$        |    | 32,770                           | \$ | 1,227 \$                          |  | 35,007 |  |
| Net Loss                         |            |                 |    |                                  |    | (647)                             |  | (647)  |  |
| Balances at<br>November 30, 2025 | 101,000 \$ | 1,010           | \$ | 32,770                           | \$ | 580 \$                            |  | 34,360 |  |

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# WATERFORD CAPITAL. INC. Statement of Cash Flows For the Year Ended November 30, 2025

| Cash flows from operating activities<br>Net Loss<br>Adjustments to reconcile net income to net cash<br>provided (used) by operating activities: |    | (647)        |
|-------------------------------------------------------------------------------------------------------------------------------------------------|----|--------------|
| Change in assets and liabilities:<br>Decrease in receivable from clearing broker<br>Increase in accounts payable                                |    | 251<br>1 612 |
| Net cash provided by operating activities                                                                                                       |    | 1 216        |
| from investing activities<br>Cash                                                                                                               |    |              |
| Net cash provided by investing activities                                                                                                       |    |              |
| Cash flows from financing activities                                                                                                            |    |              |
| Net cash provided by financing activities                                                                                                       |    |              |
| Net increase in cash                                                                                                                            |    | 1,216        |
| Cash at beginning of year                                                                                                                       |    | 26,306       |
| Cash at end of year                                                                                                                             | \$ | 27.522       |
| Supplemental Disclosure of Cash Flow Information                                                                                                |    |              |
| (received} during the year for:<br>Cash                                                                                                         |    |              |
| Interest                                                                                                                                        | \$ |              |
| Income taxes                                                                                                                                    |    |              |

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# WATERFORD CAPITAL, INC. Notes to Financial Statements November 30, 2025

# Note 1 - Summarv of Siqnificant Accounting Policies

Waterford Capital, Inc. (the "Company") is a broker-dealer in securities registered with the Securities and Exchange Commission ("SEC") and is a member of the Financial Industry Regulatory Authority ("FINRA"). The Company operates under ("SEC") Rule 15c3-3 (k)(2)(ii) for a portion of its operating activities and is considered a "non-covered firm" by relying on footnote 74 to SEC Release 34-70073 for the other portion of its operating activities, which provides that all funds and securities belonging to the Company's customers would be handled by a clearing broker-dealer or that the Company does not receive customer funds or securities to complete transactions. The Company is a Texas corporation, and its customers are located throughout the United States.

## Recognition

Security transactions (and related commission revenue and expense) are recorded on a trade date basis as securities transactions occur.

The Company provides financial advisory and transaction related services to its customers. The benefits of the Company's services are generally transferred to the Company's customers over time as the customers simultaneously receive and consume the benefits as the Company performs the service. The Company's contracts are usually cancellable by either party at any time and the considerations typically include retainer fees and success fees. Retainer fees are generally fixed and charged on a month-to-month basis recognized over the month in which the advisory services are performed. However, success fees are variable and subject to constraints, and are typically not recognized until there is a transaction completion date, due to the uncertainty associated with those events.

#### Absences

Compensated absences have not been accrued because the amount cannot be reasonably estimated.

#### Receivable From Broker-Dealers and Clearing Organizations

Receivables from brol<er-dealers and clearing organizations are generally collected in full in the month following theil· accrual. As such, management has not recorded an allowance for doubtful accounts on these receivables. The Company advances funds to its registered representatives as determined necessary by management. The advances are generally recouped upon the following commission payment cycle. Management records an allowance for bad debts based on a collectability review of specific accounts. Any receivables deemed uncollectible are written off against the allowance. As of November 30, 2024, there were no amounts receivable from registered representatives.

Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due. The provision for federal income taxes differs from the expected amount using statutory rates because certain expenses included in the determination of net income are nondeductible for tax reporting purposes. The expense from the current year income has been reported in these financial statements.

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## WATERFORD CAPITAL, INC. Notes to Financial Statements November 30, 2025

## Note 1 - Summary of Siqnificant Accounting Policies, continued

Any potential interest and penalty associated with a tax contingency, should one arise, would be included as a component of income tax expense in the period in which the assessment arises.

The Company's federal and state income tax returns are subject to examination over various statutes of limitations generally ranging from three to five years from the date of filing.

## Use of Estirnates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent 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.

#### Note 2 - Net Capital Requirements

Pursuant to the net capital provisions of Rule 15c3-1 of the Securities Exchange Act of 1934, the Company is required to maintain a minimum net capital, as defined under such provisions. Net capital and the related net capital ratio may fluctuate on a daily basis. As of November 30, 2025, the Company had net capital of approximately \$34,360 and net capital requirements of \$5,000. The Company's ratio of aggregate indebtedness to net capital was :12 to 1. The Securities and Exchange Commission permits a ratio of no greater than 15 to 'I.

#### Note 3 - Commitments and Contingencies

Included in the Company's clearing agreement with its clearing broker-dealer is an indemnification clause. This clause relates to instances where the Company's customers fail to settle security transactions. In the event this occurs, the Company will indemnify the clearing broker-dealer to the extent of the net loss on the unsettled trade.

As of November 30, 2025, the management of the Company had not been notified by the clearing brokerdealer, nor were they otherwise aware of any potential losses relating to this indemnification.

## Note 4 - Transactions with Affiliates

The Company has entered into an expense sharing agreement with Waterford Capital Investment Advisory Services, LLC (WCIAS) as a related party. During the year ended November 30, 2025, the Company paid rent to its related party totaling approximately \$3,000.

#### Note 5 - Segment Reporting

The Accounting Standards Update (ASU) 2023-07 issued by the Financial Accounting Standards Board

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# WATERFORD CAPITAL, INC. Notes to Financial Statements November 30, 2025

# Note 5 - Seqrnent RetJorting, continued

(FASB) introduced enhancements to segment reporting requirements for public entities, including brokerdealers. The update aimed at improving the transparency and usefulness of financial disclosures for investors and other stakeholders. ASU 2023-07 disclosure requirements are effective for fiscal years starting after December 15, 2024. The chief operating decision maker is the President of the Company and determined that no additional disclosures are required as the Company has only one reportable segment.

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Supplemental Information

Pursuant to Rule 17 a-5 of the

Securities Exchange Act of 1934

as of

November 30, 2025

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## Schedule I

## WATERFORD CAPITAL. INC. Computation of Net Capital Under Rule 15c3-1 of the Securities and Exchange Commission As of November 30, 2025

| Total stockholder's equity qualified for net capital                               | \$<br>34,360 |
|------------------------------------------------------------------------------------|--------------|
| Add:<br>Other deductions or allowable credits                                      |              |
| Total capital and allowable subordinated liabilities                               | 34,360       |
| Deductions and/or charges                                                          |              |
| i\Jet capital before haircuts on securities positions                              | 34,360       |
| Haircuts on securities (computed, where applicable,<br>pursuant to Rule 15c3-1 (D) |              |
| Net capital                                                                        | \$<br>34.360 |
| INDEBTEDNESS                                                                       |              |
| Items included in statement of financial condition:                                |              |
| Accounts payable                                                                   | \$<br>4,119  |
| Total aggregate indebtedness                                                       | \$<br>4 119  |

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## **Schedule** I (continued)

## WATERFORD CAPITAL INC. Computation of Net Capital Under Rule 15c3-1 of the Securities and Exchanqe Commission As of November 30, 2025

## **COMPUTATION OF BASIC NET CAPITAL** REQUIREMENT

| Minimum net capital required (6 2/3% of total<br>aggregate indebtedness)                     | \$        | ?75    |
|----------------------------------------------------------------------------------------------|-----------|--------|
| Minimum dollar net capital requirement of<br>reporting broker or dealer                      | \$        | 5 000  |
| Net capital requirement (greater of above two<br>minimum requirement amounts)                |           | 5 000  |
| Net capital in excess of required minimum                                                    |           | 29,360 |
| Excess net capital at 1000%                                                                  | \$        | 28.360 |
| Ratio: Aggregate indebtedness to net capital<br>RECONCILIATION WITH COMPA['IJY'S COMPUTATION | 0.12 to 1 |        |

There were no differences in the computation of net capital under Rule 15c3-1 from the Company's computation.

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# Schedule II & Iii

# WATERFORD CAPITAL, INC. Computation For Determination Of Reserve Requirements And Information Relating To Possession Or Control Requirements Under Rule i 5c3-3 of the Securities and Exchange Commission November 30, 2025

The Company is exempt from Securities Exchange Commission ("SEC") Rule 15c3-3 pursuant to both the exemptive provisions of sub-paragraph (k)(2)(ii) and is considered a "Non-Covered Firm" from 15c3-3 by relying on footnote 7 4 to SEC Release 34-70073 and therefore, is not required to maintain a "Special reserve bank account for the Exclusive benefit of customers."

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Report of Independent Registered Public Accounting Firm

On Management's Exemption Report

Required By SEC Rule 17a-5

Year Ended November 30, 2025

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#### **Report of Independent Registered Public Accounting Firm**

To the Board of Directors and Those Charged With Governance Waterford Capital, Inc.

We have reviewed the accompanying Exemption Report of Waterford Capital, Inc. (the Company) as of and for the fiscal year ended November 30, 2025, in which management asserts that:

1. Pursuant to paragraph (k)(2)(ii) of 17 C.F.R. § 240.15c3-3, the Company claimed an exemption from 17 C.F.R. § 240.15c3-3 throughout the fiscal year ended November 30, 2025;

2. The Company limited its securities business activities throughout the fiscal year ended November 30, 2025 to: (1) acting as a mutual fund retailer (2) private placement of securities (3) mergers and acquisitions; and

3. Tl1roughout the fiscal year ended November 30, 2025, the Company: (i) did not receive, hold, or owe funds or securities for or to customers (except amounts received and promptly transmitted in accordance with 17 C.F.R. § 240.15c2-4(a) or (b)(2)); (ii) did not carry accounts of or for customers; and (iii) did not carry proprietary accounts of other broker-dealers (as defined in 17 C.F.R. § 240.15c3-3).

Management of the Company is responsible for the assertions in the Exemption Report and for compliance with the applicable requirements.

We conducted our review in accordance with attestation standards established by the Public Company Accounting Oversight Board (United States). A review is substantially less in scope than an examination, the objective of which is the expression of an opinion on management's assertions. Accordingly, we do not express such an opinion.

Based on our review, nothing came to our attention that caused us to believe that management's assertions referred to above are not fairly stated, in all material respects, based on the criteria set forth in paragraph (k)(2)(ii) of Ru le 15c3-3 under the Securities Exchange Act of 1934.

~:::!m;.:1:77' LLC

Dallas, Texas January 8, 2026

325 North Saint Paul Street Suite 3100 Dallas, Texas 75201 214.738.1998

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## **Waterford Capital, Inc. Exemption Report**

Watertord Capital, Inc. (the "Company'} is a reg istered broker-dealer subject to Rule 17a-5 promulgated by the Securities and Exchange Commission (17 C.F.R. §240.1 ?a-5, "Reports to be made by certain brokers and dealers"). This Exemption Report was prepared as required by 17 C.F.R. §240.17a-5(d)(1) and (4). To the best of its knowledge and belief, the Company states the fol lowing:

The Company claimed an exemption from 17 C.F.R. §240.15c3-3 under the following provisions of 17 C.F.R. §240.15c3-3(k)(2)(ii).

The Company met the identified exemption provisions in 17 C.F.R. §240.15c3-3(k) th roughout the most recent fiscal year without exception.

The Company is considered "Non-Covered Firm" exempt from 17 C.F.R. §240.15c3-3 and is filing an Exemption Report relying on footnote 74 to SEC Release 34-70073, and as discussed in Q&A 8 of the related FAQ issued by the SEC staff. The Company limits its business activities exclusively to: (1) acting a mutual fund retailer (2) the private placement of securities (3) mergers and acquisitions.

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 in compliance with paragraph (a) or (b)(2) of Rule 15c2-4; (2) did not carry accounts of orfor customers; and (3) did not carry PAB accounts (as defined in Rule 15c3-3), throughout the most recent fiscal year without exception.

I, David O' Connor, swear (or affirm) that, to my best knowledge and belief, this exemption report is true and correct.

Regards,

-~:;· ,--

0 ) n\_~,n CEO '-~ l) ~

Date of Report: January 6, 2026

~ , -~ '


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