# ALLEN C. EWING & CO. X-17A-5/A (2024-04-04) — Broker-dealer annual report

- Company: ALLEN C. EWING & CO.
- Form: X-17A-5/A
- Filed: 2024-04-04
- Period: 2023-12-31
- Accession: 0000861345-24-000003
- CIK: 861345
- File #: 8-42393
- Type: Broker-dealer
- Material weakness: No
- Auditor: VICTOR MOKUOLU CPA PLLC
- Auditor location: Houston, TX
- Contact: GARY CUCCIA
- Phone: 732-713-9607
- Signed by: David Jackson (CEO)

Original filing: https://www.sec.gov/Archives/edgar/data/861345/000086134524000003/edgarallenewing2.pdf

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# ALLEN C. EWING & CO.

# REPORT ON AUDIT OF FINANCIAL STATEMENTS

DECEMBER 31, 2023

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#### **ALLEN C. EWING & CO.**

## FINANCIAL STATEMENTS, FORM X-17A-5, PART III, SUPPLEMENTAL INFORMATION, AND REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

### DECEMBER 31, 2023

### CONTENTS

| FORM X-17A-5, PART III  1 - 2                                         | PAGE |
|-----------------------------------------------------------------------|------|
| REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  3 - 4        |      |
| FINANCIAL STATEMENTS                                                  |      |
| Statement of Financial Condition                                      | 5    |
| Statement of Operations                                               | 6    |
| Statement of Changes in Stockholder's Equity                          | 7    |
| Statement of Cash Flows                                               | 8    |
| Notes to Financial Statements  9 - 13                                 |      |
| Computation of Net Capital Under SEC rule 15c3-1, Schedule II and III | 14   |
| Report of Independent Registered Public Accounting Firm               | 15   |
| Broker-Dealer's Exemption Report                                      | 16   |

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#### **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**

To the Shareholders and Board of Directors Allen C. Ewing & Co.

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

We have audited the accompanying statement of financial condition of Allen C. Ewing & Co., as of December 31, 2023, and the related statement of operations, changes in stockholders' equity, and cash flows for the year ended December 31, 2023, and the related notes to the financial statements (collectively referred to as the "financial statements").

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of Allen C. Ewing & Co. as of December 31, 2023, and the results of its operations and its cash flows for the year ended December 31, 2023 in accordance 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.

#### **Report on Supplemental Information**

The Schedule I, Computation of Net Capital, Schedule II, Computation of Aggregate Indebtedness and Excess Capital, and Schedule III, Computation for Determination of Reserve Requirements, all under SEC Rule 15c3-1 have been subject to audit procedures performed in conjunction with the audit of Allen C. Ewing & Co.'s financial statements. The supplemental information is the responsibility of Allen C. Ewing & Co.'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 C.F.R. 240.17a-5, or other criteria. In our opinion, the Schedule I, Computation of Net

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# VICTOR MOKUOLU, CPA PLLC **Accounting | Advisory | Assurance & Audit | Tax**

Capital, Schedule II, Computation of Aggregate Indebtedness and Excess Capital, and Schedule III, Computation for Determination of Reserve Requirements, all under SEC Rule 15c3-1 are fairly stated, in all material respects, in relation to the financial statements as a whole.

We have served as the Company's auditor since 2023.

Houston, Texas,

**PCAOB ID: 6771** April 1, 2024

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# **ALLEN C. EWING & CO. STATEMENT OF FINANCIAL CONDITION AS OF DECEMBER 31, 2023**

#### **ASSETS**

| Cash and cash equivalents                                                         | \$          | 95,038    |
|-----------------------------------------------------------------------------------|-------------|-----------|
| Accounts receivable                                                               |             | 3,063     |
| Office Equipment - net of depreciation                                            |             | 1,214     |
| Prepaid expenses and other assets                                                 |             | 8,080     |
| TOTAL ASSETS                                                                      | \$          | 107,395   |
| LIABILITIES AND STOCKHOLDER'S EQUITY                                              |             |           |
| LIABILITIES                                                                       |             |           |
| Accounts payable and accrued expenses                                             | \$          | 427       |
| SBA EIDL Loan (Note 14)                                                           |             | 75,230    |
| TOTAL LIABILITIES                                                                 |             | 75,657    |
| STOCKHOLDER'S EQUITY                                                              |             |           |
| Common stock, \$0.10 par value; 15,000 shares authorized; 5,100 shares issued and |             |           |
| outstanding                                                                       |             | 510       |
| Additional paid-in capital                                                        |             | 1,921,684 |
| Accumulated Deficit                                                               | (1,890,456) |           |
| TOTAL STOCKHOLDER'S EQUITY                                                        |             | 31,738    |
| TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY                                        | \$          | 107,395   |

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# **ALLEN C. EWING & CO. STATEMENT OF OPERATIONS YEAR ENDED DECEMBER 31, 2023**

| REVENUES                                 |                 |
|------------------------------------------|-----------------|
| Commissions                              | \$<br>243,803   |
| Investment Banking Revenues              | 13,613          |
| Management consulting fees               | 16,610          |
| Retainer Fee                             | 38,000          |
| Administrative Fees                      | 47,292          |
| Interest and dividends                   | 554             |
|                                          |                 |
| TOTAL REVENUES                           | 359,872         |
|                                          |                 |
| EXPENSES                                 |                 |
| Salary, commissions and benefits expense | 542,473         |
| Regulatory fees                          | 15,580          |
| Occupancy                                | 21,935          |
| General and administrative expenses      | 40,253          |
| Professional fees                        | 21,300          |
|                                          |                 |
| TOTAL EXPENSES                           | 641,541         |
|                                          |                 |
| NET LOSS                                 | \$<br>(281,669) |

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# **ALLEN C. EWING & CO. STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY YEAR ENDED DECEMBER 31, 2023**

| BALANCE - BEGINNING OF YEAR | \$<br>245,407 |
|-----------------------------|---------------|
| Net loss                    | (281,669)     |
| Contributions               | 78,000        |
| Distributions               | (10,000)      |
| BALANCE - END OF YEAR       | \$<br>31,738  |

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# **ALLEN C. EWING & CO. STATEMENT OF CASH FLOWS YEAR ENDED DECEMBER 31, 2023**

#### OPERATING ACTIVITIES

| Net loss                                                                      | \$<br>(281,669) |
|-------------------------------------------------------------------------------|-----------------|
| Adjustments to reconcile net income to net cash used in operating activities: |                 |
| Depreciation and amortization                                                 | 958             |
| Decrease (Increase) in operating assets:                                      |                 |
| Accounts receivable                                                           | 4,937           |
| Due from Ewing Capital Partners                                               | 300             |
| Prepaid expenses and other assets                                             | (856)           |
| Decrease in operating liabilities:                                            |                 |
| Accrued expenses and other liabilities                                        | ( 668)          |
| Commission payable                                                            | -               |
| TOTAL ADJUSTMENTS                                                             | 4,671           |
| NET CASH USED IN OPERATING ACTIVITIES                                         | (276,998)       |
| FINANCING ACTIVITIES                                                          |                 |
| Principal Payments on EIDL Loan                                               | (3,108)         |
| Stockholder contributions                                                     | 78,000          |
| Stockholder distributions                                                     | (10,000)        |
| NET CASH PROVIDED BY FINANCING ACTIVITIES                                     | 64,892          |
| INVESTING ACTIVITIES                                                          |                 |
| Purchase of office equipment                                                  | (1,634)         |
| NET CASH USED BY INVESTING ACTIVITIES                                         | (1,634)         |
|                                                                               |                 |
| NET DECREASE IN CASH AND CASH EQUIVALENTS                                     | ( 213,740)      |
| CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR                                 | \$<br>308,778   |
| CASH AND CASH EQUIVALENTS - END OF YEAR                                       | \$<br>95,038    |
| Interest paid                                                                 | \$<br>2,892     |

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### **NOTE 1: ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**

A summary of the Firm's significant accounting policies consistently applied in the preparation of the accompanying financial statements are as follows:

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

- a. Nature of Operations— ALLEN C. EWING & CO. a Florida C corporation (the Firm), is a registered broker/dealer with the Securities and Exchange Commission (SEC) and is a member of the Financial Industry Regulatory Authority (FINRA) and the Securities Investor Protection Corporation (SIPC). The Firm provides sales of life insurance and annuities, fund management and investment banking services, which includes advisory services to clients on corporate finance matters, mergers, acquisitions, private placement, and valuations of securities for institutions located primarily in the Southeast United States.
- b. Cash Equivalents—For purposes of the statement of cash flows, the Firm considers all highly liquid debt instruments with maturities of three months or less when purchased to be cash equivalents. There were no cash equivalents at December 31, 2023.
- c. Use of Estimates—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, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
- d. Concentrations of Credit Risk—The Firm places its cash in accounts with a local financial institution. At times, balances in these accounts may exceed FDIC insured limits. The Firm has not experienced any losses on such accounts and management does not believe that it is exposed to any significant credit risk on cash.
- e. Accounts Receivable— Accounts Receivable consists primarily of commission receivables recorded at the original invoice amount net of allowances for contractual adjustments and estimated uncollectible accounts, if any, and do not bear interest. Normally accounts receivable are due within 30 days after the date of the invoice. Receivables more than 90 days old are considered past due. The Firm determines if an allowance for doubtful accounts is required based on historical write-off experience. Past due balances are reviewed individually for collectability. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential recovery is considered remote.
- f. Advertising—The Firm's advertising costs are expensed as incurred. There were minimal advertising costs incurred during the year ending December 31, 2023.
- g. Revenue Recognition— Fee revenue includes recurring professional services that are paid for the duration of the engagement, and success fees earned on completed mergers and acquisition transactions. Professional service revenues are recorded at the time services are performed, while success fees are recorded when the transaction is completed, and the income is reasonably determinable.
- h. Commissions—Commissions and related expenses are recorded on a trade-date basis as the securities transaction occurs.

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#### **NOTE 1: ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont)**

i. Property and Equipment—Property and equipment are recorded at cost. Depreciation is provided on the straight-line and accelerated methods. Maintenance and minor repairs are charged to operations when incurred. When assets are retired or sold, the related costs and accumulated depreciation are removed from the accounts and the resulting gain or loss is reflected in current operations. Estimated useful lives for depreciation are between 3 and 10 years.

In accordance with authoritative guidance, the Firm reviews the carrying value of long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Recoverability of long-lived assets is measured by comparing the carrying amount of the asset or asset group to the undiscounted cash flows that the asset or asset group is expected to generate. If the undiscounted cash flows of such assets are less than the carrying amount, the impairment to be recognized is measured by the amount by which the carrying amount, if any, exceeds its fair value. No impairments were deemed to exist at December 31, 2023.

- j. Investments—Investments are recorded at fair value in accordance with FASB ASC 820, Fair Value Measurement.
- k. Income Taxes—The Firm records a deferred tax liability or asset based on the difference between financial statement and tax basis of assets and liabilities as measured by the anticipated tax rates which will be in effect when these differences reverse. The measurement of deferred tax assets is reduced, if necessary, by the amount of any tax benefits that, based on available evidence, are not expected to be realized.

The Firm evaluates its tax position for any uncertainties based on the technical merits of the position taken in accordance with authoritative guidance. The Firm recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be upheld on examination by taxing authorities. The Firm has analyzed tax positions taken, or expected to be taken, that would require recognition of a liability or disclosure in the financial statements and no adjustments are required.

l. Revenue Recognition—Private placement fees are earned by assisting customers in raising capital from private investors. Private placement revenues are recognized when the terms of the engagement have been fulfilled.

Commissions are earned on sales of mutual fund shares, life insurance policies and variable annuities and are received directly from the related fund or issuer. All commission revenue is recognized when earned.

Investment banking fees are earned by providing advisory services to clients on corporate finance matters, including mergers and acquisitions and the issuance of public stock. Investment banking revenues are recognized when earned.

Management consulting services revenue are recognized as the related services are rendered.

### **NOTE 2: COMMISSION RECEIVABLES AND PAYABLES FROM AND TO BROKERS**

Receivables from brokers represent commissions due and accrued to the Firm from their correspondents.

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`

#### **NOTE 3: EXEMPTION UNDER RULE 15c3-3**

The Firm claims an exemption under Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. §240.17a-5. During the year ended December 31, 2023 there were no amounts to be reported pursuant to the possession or control requirements under Rule 15c3-3, and the Firm is in compliance with their stated exemptive provisions, and thus is exempt from the provisions of Rule 15c3-3.

#### **NOTE 4: INCOME TAX EXPENSE**

The Firm has elected to be treated as an C Corporation for tax purposes.

Accounting principles generally accepted in the United State of America require the Firm to examine its tax positions for uncertain positions. Management is not aware of any tax positions that are more likely than not to change in the next twelve months or that would not sustain an examination by applicable taxing authorities.

The Firm's policy is to recognize penalties and interest as incurred in its Statement of Income, there were none for the year ended December 31, 2023.

The firm's federal and state income tax returns are subject to examination by the applicable tax authorities, generally for three years after the later of the original or extended due date.

#### **NOTE 5: NET CAPITAL REQUIREMENTS**

The Firm is required to maintain a minimum net capital under Rule 15c3-1 of the Securities and Exchange Commission. Net capital required under the rule is the greater of \$5,000 or 6 2/3 percent of the aggregate indebtedness of the Firm. At December 31, 2023, net capital as defined by the rules, equaled \$19,210. The ratio of aggregate indebtedness to net capital was 1:1. Net capital in excess of the minimum required was \$14,166.

#### **NOTE 6: RECONCILIATION PURSUANT TO RULE 17A-5(D)(4)**

There were no material reconciling items between the December 31, 2023 unaudited FOCUS report and this audit, in the computation of Net Capital under Rule 15c3-1.

#### **NOTE 7: POSSESSION OR CONTROL REQUIREMENT UNDER RULE 15c3-3**

Information relating to possession or control requirements is not applicable to the Firm as the Firm qualified for exemption under Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. §240.17a-5.

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#### **NOTE 8: FILING REQUIREMENTS**

There were no liabilities subordinated to claims of creditors during the year ended December 31, 2023. Accordingly, no Statement of Changes in Liabilities Subordinated to Claims of Creditors has been included in these financial statements as required by rule 17a-5 of the Securities and Exchange Commission.

#### **NOTE 9: INCOME TAXES**

`

The Firm is classified as a limited liability company and all taxes pass through to the stockholders. The Company implemented ASC 740-10-65-1 for uncertain tax positions. For the year ended December 31, 2023, the Company had no uncertain tax positions.

The components of the Firm's deferred tax assets consisted of the following at December 31, 2023:

| Net Operating Loss:      | \$ 420,481 |
|--------------------------|------------|
| Valuation allowance      | (420,481)  |
| Deferred tax assets, net | \$<br>0    |

Based on the available objective evidence, the Firm believe it is more likely than not that the deferred tax assets will not be realizable. Accordingly, the Firm provided for a full valuation allowance against its deferred tax assets at December 31, 2022. The firm has total net operating loss carryforwards available to offset future taxable income of approximately \$2,000,481. To the extent not used, these loss carryforwards will begin to expire in 2027.

The components of the Firm's deferred tax assets consisted of the following at December 31, 2023:

#### **NOTE 10: RELATED PARTY TRANSACTIONS**

The Firm, is a wholly-owned subsidiary of Alpha Street Holdings, LLC. There is a receivable due from a registered representative of \$3,063 at December 31, 2023.

### **NOTE 11: COMMITMENTS AND BUSINESS CONCENTRATIONS**

Concentrations—Financial instruments which potentially subject the Firm to a concentration of credit risk consist principally of cash and cash equivalents. Cash and cash equivalents balances are exposed to credit risk since the Firm periodically maintains balances more than federally insured limits. The Firm does not believe it is exposed to any significant credit risk on these deposits.

Leases—The Firm leases a facility on a month to month basis. Lease expense was \$20,057 for the year ended December 31, 2023 and has been included under the caption of general and administrative expenses on the accompanying statement of operations.

### **NOTE 12: CONTINGENCIES AND GUARANTEES**

The Firm has no commitments, contingencies or guarantees that may result in a loss or future obligation for the year ending December 31, 2023.

There are no claims that we are aware of that the Firm may be asserted against Allen C. Ewing & Co.

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`

### **NOTE 13: NOTES PAYABLE AND LONG-TERM DEBT**

During July 2020, the Firm entered into a financing agreement with the US Small Business Administration (SBA) in the amount of \$100,000. Payments were deferred until July 2021, however the Firm begin making repayments in December 2020. The loan is payable over a 30 year term with monthly payments of \$488.00, including interest at 3.75% per annum, secured by all future assets of the Firm. There is no penalty for prepayment.

Aggregate principal payments for the next 5 years and thereafter are as follows:

| Year ending December 31,               |              |
|----------------------------------------|--------------|
| 2024                                   | \$<br>3,082  |
| 2025                                   | 3,199        |
| 2026                                   | 3,321        |
| 2027                                   | 3,448        |
| 2028                                   | 3,580        |
| Therafter                              | 58,600       |
| Total long term debt and notes payable | \$<br>75,230 |

#### **NOTE 14: SUBSEQUENT EVENTS**

In January 2024 a capital contribution of \$75,000 was made to the Firm. The funds were used to repay the US Small Business Administration loan referenced in Note 13.

Management has evaluated subsequent events through \$SULO 2024, the date which the report of the independent registered accounting firm was available to be issued.

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#### **ALLEN C. EWING & CO. COMPUTATION OF NET CAPITAL REQUIREMENTS FOR THE YEAR ENDED DECEMBER 31, 2023 SCHEDULE I, II, Ill**

#### *SCHEDULE I: COMPUTATION OF NET CAPITAL UNDER RULE 15c3-1*

| Total ownership equity from Statement of Financial Condition   | \$<br>31,567      |
|----------------------------------------------------------------|-------------------|
| less nonallowable assets from Statement of Financial Condition | (12,357)          |
| Total ownership equity qualified for Net Capital               | \$<br>19,210      |
| Haircuts on securities<br>Net Capital                          | \$<br>-<br>19,210 |

#### *SCHEDULE II: COMPUTATION OF AGGREGATE INDEBTEDNESS AND EXCESS CAPITAL UNDER RULE 15c3-1*

| Aggregate indebtedness<br>Net Capital required based on aggregate indebtedness (6-2/3%}                                              | \$<br>75,657<br>5,044 |
|--------------------------------------------------------------------------------------------------------------------------------------|-----------------------|
| COMPUTATION OF BASIC NET CAPITAL REQUIREMENT<br>Minimum dollar net capital requirement of reporting broker or dealer                 |                       |
|                                                                                                                                      | 5,000                 |
| Excess net capital                                                                                                                   | \$<br>14,166          |
| COMPUTATION OF AGGREGATE INDEBTEDNESS<br>(a} - 10% of total aggregate indebtedness<br>(b} - 120% of minimum net capital requirements | 7,566                 |
|                                                                                                                                      | 6,000                 |
| Net Capital less the greater of (a) or (b}                                                                                           | \$<br>11,644          |
| Percentage of Aggregate Indebtedness to Net Capital                                                                                  | 393.84%               |

#### *SCHEDULE Ill: COMPUTATION FOR DETERMINATION OF RESERVE REQUIREMENTS UNDER RULE 15c3-3 AND INFORMATION RELATING TO THE POSSESSION OR CONTROL REQUIREMENTS UNDER RULE 15c3-1*

ALLEN C. EWING & CO. does not carry customer accounts as defined by the Securities Exchange Act of 1934 under Section (a}(l} of Rule 15C3-3. Therefore ALLEN C. EWING & CO. is exempt from the provisions of this rule.

#### *FOCUS PART /IA FILING RECONCILIATION BETWEEN AUDITED AND UNAUDITED NET CAPITAL*

At December 31, 2023, there were no material differences between audited net capital, above, and net capital reported in the Firm's Part II (unaudited) FOCUS report.

*THE ACCOM PANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEM ENTS.*

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

To the Shareholders Allen C. Ewing & Co.

Allen C. Ewing & Co. ("the Company") is a registered broker/dealer subject to Rule 17a-5 promulgated by the Securities and Exchange Commission (SEC), is a member of the Financial Industry Regulatory Authority (FINRA) and the Securities Investor Protection Corporation (SIPC).

We have reviewed management's statements, included in the accompanying Exemption Report ("Exemption Report") pursuant to SEC Rule 17a-5, in which Allen C. Ewing & Co. does not claim exemption under paragraph (k) of 17 C.F.R. § 240.15c3-3 and Allen C. Ewing & Co. states it has met the exemption provisions throughout the fiscal year ended December 31, 2023 without exception.

Allen C. Ewing & Co. 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 its business activities exclusively to (1) effecting securities transactions via subscription way basis where the funds are payable to the issuer or its agent and not the Company; (2) receiving transaction-based compensation for identifying potential merger and acquisition opportunities for clients, referring securities transactions to other broker-dealers; and (3) participating in distributions of securities (other than firm commitment underwritings) in accordance with the requirements of paragraphs {a) or (b)(2) of Rule 15c2-4; and the Company

- o did not directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers, (other than funds 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);
- o did not carry accounts of or for customers;
- o did not carry proprietary accounts (as defined in Rule 15c3-3).

Allen C. Ewing & Co.'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 Allen C. Ewing & Co.'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 on the provisions set forth in paragraph k of Rule 15c3-3 under the Securities Exchange Act of 1934.

Houston, Texas **April 1, 2024**

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### **EXEMPTION REPORT YEAR ENDING DECEMBER 31, 2023**

Allen C. Ewing & Co. (the "Company") is a registered broker-dealer subject to Rule l 7a-5 promulgated by the Securities and Exchange Commission (17 C.F.R. §240.l 7a-5, "Reports to be made by certain brokers and dealers"). This Exemption Report was prepared as required by 17 C.F.R §240.l 7a-5(d)(l) and (4). To the best of its knowledge and belief, the Company states the following:

- I. The Company does 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 :{l) effecting securities transactions via subscription way basis where the funds are payable to the issuer or its agent and not the Company; {2) receiving transaction-based compensation for identifying potential merger and acquisition opportunities for clients, referring securities transactions to other broker-dealers; (3) participating in distributions of securities (other than firm commitment underwritings) in accordance with the requirements of paragraphs {a) or (b)(2) of Rule 15c2-4; and the Company
	- a. did not directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers (other than money or other consideration received and promptly transmitted in compliance with paragraph {a) or (b)(2) of Rule subscriptions on a subscription way basis where the funds are payable to the issuer or its agent and not to the Company;
	- b. did not carry accounts of or for customers; and
	- c. did not carry PAB accounts (as defined in Rule 15c3-3) through the most recent fiscal year without exception.

These assertions are the responsibility of management. The Company acknowledges it is also management's responsibility for compliance with the identified exemption provisions throughout the year ending December 31, 2023.

The Company has made available to the accountants all records and other information relevant to the Company's assertions, including all communications from regulatory agencies, internal auditors, others who perform an equivalent function, compliance functions, and other auditors concerning possible exceptions to the exemption provisions, received through the date of the review report.

There were no events or other factors that might significantly affect the broker's or dealer's compliance with the identified exemption provisions.

### **Allen C. Ewing & Co.**

**I, David Jackson III,** affirm that to my best knowledge and belief, this Exemption Report is true and

accurate. By: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Date: February 13, 2024


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