# L.M. KOHN & COMPANY X-17A-5 (2025-12-29) — Broker-dealer annual report - Company: L.M. KOHN & COMPANY - Form: X-17A-5 - Filed: 2025-12-29 - Period: 2025-09-30 - Accession: 0000870260-25-000003 - CIK: 870260 - File #: 8-43303 - Type: Broker-dealer - Material weakness: Yes - Auditor: UHY, LLP - Auditor location: Cincinnati, OH - Contact: Angela Boehm - Phone: 513-792-0301 - Email: larryk@lmkohn.com - Website: lmkohn.com - Signed by: Larry Kohn (CCO) Original filing: https://www.sec.gov/Archives/edgar/data/870260/000087026025000003/Public.pdf --- {0}------------------------------------------------ **UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549** | ANNUAL
REPORTS | |-------------------| | X-17A-5
FORM | | Ill
PART | | SEC FILE NUMBER | | |-----------------|--| | 8-43303 | | | Information
Required Pursuant | | FACING PAGE
to Rules 17a-5, 17a-12, and 18a-7 under the | | | Securities Exchange Act of
1934 | | |---------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------|---------------------------------------------------------------------|------------------|------------------------|------------------------------------|--| | | | 10/01/2024
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MM/DD/YY | | Non4 | 09/30/2025
MM/DD/YY | | | FILING FOR THE PERIOD BEGINNING | | | | | | | | | | A. REGISTRANT IDENTIFICATION | | | | | | AM
L.M.
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TYPE OF REGISTRANT
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ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not | applicable
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is also an OTC derivatives | boxes):
Major
D
swap
dealer
dealer
use a P.O. box | no.) | security-based
swap | participant | | | 10151
Carver
Rd., | Ste | 100 | | | | | | | | (No. and Street) | | | | | | Cincinnat
i | | OH | | | 45242 | | | (City) | | (State) | | | (Zip Code) | | | REGARD
PERSON TO CONTACT WITH
TO THIS FILING | | | | | | | | Larry
Kohn
(513)
792-0301
M.
x204 | | | | larryk@lmkohn.com | | | | (Name) | | (Area Code -Telephone
Number) | | (Email Address) | | | | | | B. ACCOUNTANT IDENTIFICATION | | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose
UHY
LLP | | contained
reports
are | in this | filing | | | | (Name -if | | individual, state
last,
first, | and middle name) | | | | | Ste
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Kemper
Rd.,
E. | 150 | Cincinnat
i | | OH | 45249 | | | (Address) | | (City) | | (State) | (Zip Code) | | | 07-01-2004 | | | 1195 | | | | | of
Registration
with
(Date
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 a statement offacts and circumstances relied on as the basis ofthe exemption. See 17 CFR 240.17a-S(e}(l)(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.** {1}------------------------------------------------ #### **OATH OR AFFIRMATION** | | OATH OR AFFIRMATION | | | |-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------|-----------------------------------------------------------------------------| | I, Larry M. Kohn
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Larry M. Kohn | ## **This filingcontains (check all applicable boxes):** i (a) Statement of financial condition. - - □ (b) Notes to consolidated statement of financial condition. - i (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 5 210.1-02 of Regulation S-X). i (d) Statement of cash flows. - - i (e) Statement of changes in stockholders' or partners' or sole proprietor's equity. - □ (f) Statement of changes in liabilities subordinated to claims of creditors. - i (g) Notes to consolidated financial statements. - ie (h) Computation of net capital under 17 CFR 240.15c3-1 or 17 CFR 240.18a-1, as applicable. - □ (i) Computation of tangible net worth under 17 CFR 240.18a-2. - i (j) Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.15c3-3. - D (k) Computation for determination of security-based swap reserve requirements pursuant to Exhibit B to 17 CFR 240.15c3-3 or Exhibit A to 17 CFR 240.18a-4, as applicable. - □ (I) Computation for Determination of PAB Requirements under Exhibit A to \$240.15c3-3. - i (m) Information relating to possession or control requirements for customers under 17 CFR 240.15c3-3. - □ (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. - ~ (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-1, or 17 CFR 240.18a-2, as applicable, and the reserve requirements under 17 CFR 240.15c3-3 or 17 CFR 240.18a-4, as applicable, if material differences exist, or a statement that no material differences exist. - D (p) Summary of financial data for subsidiaries not consolidated in the statement of financial condition. - Ee (a) Oath or affirmation in accordance with 17 CFR 240.17a-5, 17 CFR 240.17a-12, or 17 CFR 240.18a-7, as applicable. - D (r) Compliance report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - Ee (s) Exemption report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - □ (t) Independent public accountant's report based on an examination of the statement of financial condition. - ~ (u) Independent public accountant's report based on an examination of the financial report or financial statements under 17 CFR 240.17a-5, 17 CFR 240.18a-7, or 17 CFR 240.17a-12, as applicable. - □ (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. i (w) Independent public 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. - ) Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.15c3-1e or 17 CFR 240.17a-12, as applicable. - □ (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: \_ - - *\*\*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.* {2}------------------------------------------------ Financial Statements September 30, 2025 With Report of Independent Registered Public Accounting Firm {3}------------------------------------------------ #### REPORT CONTENTS September 30, 2025 #¥k¥#¥¥¥¥#¥¥k¥¥¥¥¥ | Title | Page | |---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------| | Registered
Independent
Accounting
of
Firm
Report
Public | 1-2 | | of
Condition
Statement
Financial | 3 | | Statement
of
Income | 4 | | Statement
Equity
of
Shareholders' | 5 | | Statement
of
Cash Flows | 6 | | Notes
Statements
to
Financial | 7-16 | | Supplementary
Information | | | -
Computation
Capital
ofthe
of
Net
15c3-1
Schedule
under
Rule
I
Securities
of
Act
Exchange
1934 | 17 | | Ill -
Computation
Determination
Requirements
of
Schedules
for
Reserve
II and
and
Relating
Information
Control
Requirements
to
Pursuant
to
or
Possession
of
Securities
of
the
Act
Rule
15c3-3
Exchange
1934 | 18 | | Registered
Of
of
Independent
Accounting
Report
Firm
Public
on Review
Management's
Exemption
Pursuant
of
to
Report
Rule
15c3-3
Sec
Securities
of
the
Act
Exchange
1934 | 19-20 | ¥kk¥¥###k¥#¥i¥¥¥# {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) #### **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To the Board of Directors and Shareholders of L.M. Kohn & Company #### **Opinion on the Financial Statements** We have audited the accompanying statement offinancial condition of L.M. Kohn & Company (the "Company") as of September 30, 2025, the related statements of income, changes in shareholders' equity, and cash flows for the year then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, except for the effects of the adjustments, if any, as might have been determined to be necessary had the Company's service organizations' System and Organization Controls (SOC) 1, Type 2 reports covered a sufficient period of the Company's fiscal year, as described below, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of September 30, 2025, and the results of its operations and cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. The Company was unable to provide us with SOC 1, Type 2 reports for the Company's service organizations covering a sufficient portion of the audit period, and we were unable to obtain sufficient appropriate audit evidence through alternative procedures. As a result, we were unable to satisfy ourselves as to the amount of management and advisory income stated at \$14,576,410, 12b-1 fees and asset-based income stated at \$3,852,718, and rebate revenue stated at \$1,032,026, including related receivables stated at \$330,871, nor the resulting commission expense stated at \$13,170,932 and related payables stated at \$172,580. #### **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. Except as discussed above, 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}------------------------------------------------ #### **Auditor's Report on Supplemental Information** The Schedule I, Computation of Net Capital Under SEC Rule 15c3-1 of the Securities Exchange Act of 1934, Schedule II, Computation for Determination of Reserve Requirements, and Schedule Ill, Information Relating to Possession or Control Requirements Pursuant to Rule 1Sc3-3 of the Securities Exchange Act of 1934 (collectively, the "supplemental information") 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 ofthe 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-S. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole. *Hyr* We have served as L.M. Kohn & Company's auditor since 2024. Cincinnati, Ohio December 23, 2025 {6}------------------------------------------------ #### **STATEMENT OF FINANCIAL CONDITION** #### At September 30, 2025 #### **ASSETS** | Cash Equivalents
Cash and
Deposits
with
Organizations
Clearing
-
Receivables | \$ 8,061,319
25,000 | |---------------------------------------------------------------------------------------------------|------------------------| | Organizations
Clearing
Broker-Dealers
and | 207,792 | | Customers
Advisory | 123,079 | | Representatives
Registered | 869 | | Total
Receivables | 331,740 | | Deposit
Federal
Tax | 320,956 | | Prepaid
Expenses | 80,218 | | -
Equipment
Net
Property, | 15,416 | | Intangibles
Client
- Net
List | 733,833 | | Use Asset
Right
of | 326,579 | | Other
Assets | 8,618 | | TOTAL ASSETS | 9,903,679 | | LIABILITIES
AND
SHAREHOLDERS'
EQUITY | | | LIABILITIES | | | Commissions
Payable | 172,580 | | Other
Liabilities | 124,029 | | Lease Liability | 333,783 | | Note
Payable | 247,341 | | LIABILITIES
TOTAL | 877,733 | | EQUITY
SHAREHOLDERS' | | | Authorized,
Stock;
Shares
Common
Par
Value,
No
100 | | | Outstanding
and
Issued
Contributed | 5,000 | | Capital | 3,000 | | Retained
Earnings | 9,017,946 | | SHAREHOLDERS'
TOTAL
EQUITY | 9,025,946 | | TOTAL LIABILITIES
SHAREHOLDERS'
EQUITY
AND | 9,903,679 | The accompanying notes to financial statements are an integral part ofthese statements. 3 {7}------------------------------------------------ #### **STATEMENT OF INCOME** For the Year Ended September 30, 2025 #### **REVENUE** | Management
Advisory
Income
and | 14,576,410
\$ | |----------------------------------------------------------|------------------| | Asset
12b-1
Income
Fees
and
Based | 3,852,718 | | Commission
Income | 2,361,971 | | Other
Revenue | 1,365,212 | | Interest
Income | 247,380 | | TOTAL
REVENUE | 22,403,691 | | EXPENSES | | | -
Commissions
Non
Employee | 13,170,972 | | Compensation
Benefits
Employee
and | 3,207,793 | | Administrative
General
Selling,
Expenses
and | 1,043,673 | | Technology | 668,818 | | Licenses
and
Fees | 277,023 | | Occupancy | 236,691 | | Insurance
Bond
and | 152,434 | | TOTAL
EXPENSES | 18,757,404 | | NET INCOME | 3,646,287 | The accompanying notes to financial statements are an integral part of these statements. 4 {8}------------------------------------------------ #### **STATEMENT OF SHAREHOLDERS' EQUITY** | | Common
Stock | Contributed
Capital | Retained
Earnings | Total
Shareholders'
Equity | |------------------------------------------|-----------------|------------------------|----------------------|----------------------------------| | -
October
Balance
1, 2024 | 5,000
\$ | 3,000
\$ | 6,171,659
\$ | 6,179,659
\$ | | Net
Income | | | 3,646,287 | 3,646,287 | | Distributions
to
Shareholders | | | (800,000) | (800,000) | | -
September
2025
Balance
30, | 5,000 | 3,000 | 9,017,946 | 9,025,946 | For the Year Ended September 30, 2025 {9}------------------------------------------------ #### **STATEMENT OF CASH FLOWS** For the Year Ended September 30, 2025 | FROM
CASH FLOWS
ACTIVITIES
OPERATING | | |----------------------------------------------------------------------|-----------------| | Net
Income | \$
3,646,287 | | Adjustments
to
to
Net
Net
Reconcile
Income
Cash | | | Activities:
Operating
from
Flows | | | Depreciation
Amortization
and
Expense | 178,505 | | Amortization
ROU Asset | 2,102 | | Interest
Imputed | 11,445 | | Liabilities:
in Assets
Changes
and | | | Deposits
Increase
in | (81,167) | | Receivables
Decrease
in | 239,771 | | in Prepaid
Increase
Expenses | (20,466) | | Decrease
Commissions
Payable
in | (154,372) | | Other
Liabilities
Decrease
in | (25,961) | | FLOWS
FROM
ACTIVITIES
OPERATING
NET CASH | 3,796,144 | | | | | CASH FLOWS
INVESTING
ACTIVITIES
FROM | | | FLOWS
INVESTING
ACTIVITIES
FROM
NET CASH | | | | | | CASH FLOWS
ACTIVITIES
FROM
FINANCING | | | Distributions
to
Shareholders | (800,000) | | Note
Payments
Payable
on | (250,000) | | FLOWS
FINANCING
ACTIVITIES
FROM
NET CASH | (1,050,000) | | | | | NET CHANGE
EQUIVALENTS
IN CASH
AND
CASH | 2,746,144 | | | | | CASH AND CASH EQUIVALENTS
AT BEGINNING
OF YEAR | 5,315,175 | | | | | CASH AND
CASH EQUIVALENTS
AT END
OF YEAR | 8,061,319 | | | | | SUPPLEMENTAL
CASH FLOW
INFORMATION | | | PAID
CASH
FOR
TAXES | \$ | | PAID
INTEREST
FOR
CASH | | | | | The accompanying notes to financial statements are an integral part ofthese statements. 6 {10}------------------------------------------------ #### **NOTES TO FINANCIAL STATEMENTS** #### For the Year Ended September 30, 2025 ### **NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES** L.M. Kohn & Company (the "Company") is a fully-disclosed introducing broker-dealer, located in Cincinnati, Ohio. By acting as a securities broker-dealer for independent registered investment representatives, the Company's primary source of revenue is derived from investment advisory fees, servicing fees (12b-1 fees and asset-based income), and commissions. The Company also derives revenues from providing private portfolio management and brokerage services to individuals and institutional investors in a variety of industries. The Company is registered with the Securities and Exchange Commission (SEC) and is a member of the Financial Industry Regulatory Authority (FINRA). It is the policy of the Company to employ U.S. generally accepted accounting principles in the preparation of its financial statements. A summary of the Company's significant accounting policies follows: ## ACCOUNTING ESTIMATES- The preparation of financial statements in conformity with U.S. generally accepted accounting principles 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. ## REVENUE RECOGNITION- Revenues are recognized when control of the promised services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. Revenues are analyzed to determine whether the Company is the principal (i.e., reports revenues on a gross basis) or agent (i.e., reports revenues on a net basis} in the contract. Principal or agent designations depend primarily on the control an entity has over the product or service before control is transferred to a customer. The indicators of which party exercises control include primary responsibility over performance obligations, inventory risk before the good or service is transferred and discretion in establishing the price. Commission revenue represents sales commissions generated by the advisors for their clients' purchases and sales of securities on exchanges and over-the-counter, as well as purchases of other investment products. The Company views the selling, distribution and marketing, or any combination thereof, of investment products to such clients as a single performance obligation to the product sponsors. The Company is the principal for commission revenue, as it is responsible for the execution of the clients' purchases and sales, and maintains relationships with the product sponsors. Advisors assist the Company in performing its obligations. Accordingly, total commission revenues are reported on a gross basis. {11}------------------------------------------------ #### **NOTES TO FINANCIAL STATEMENTS** #### For the Year Ended September 30, 2025 ### **NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES** (Continued) The Company generates two types of commission revenue: sales-based commission revenue that is recognized at the point of sale on the trade date and trailing commission revenue that is recognized over time as earned. Sales-based commission revenue varies by investment product and is based on a percentage of an investment product's current market value at the time of purchase. Trailing commission or 12b-1 fees and asset-based revenue is generally based on a percentage of the current market value of clients' investment holdings in trail-eligible assets, and is recognized over the period during which services, such as ongoing support, are performed. As trailing commission revenue is based on the market value of clients' investment holdings, the consideration is variable and an estimate of the variable consideration is constrained due to dependence on unpredictable market impacts. The constraint is removed once the investment holdings value can be determined. Management and advisory revenue represent fees charged to advisors' clients' accounts on the Company's corporate advisory platform. The Company provides ongoing investment advice, and performs administrative services for these accounts. This series of performing obligations transfers control of the services to the client over time as the services are performed. This revenue is recognized ratably over time to match the continued delivery of the performance obligations to the client over the life of the contract. The advisory revenue generated from the Company's corporate advisory platform is based on a percentage of the market value of the eligible assets in the clients' advisory accounts. As such, the consideration for this revenue is variable and an estimate of the variable consideration is constrained due to dependence or unpredictable market impacts on client portfolio values. The constraint is removed once the portfolio value can be determined. The Company provides advisory services to clients on its corporate advisory platform through the advisor. The Company is the principal in these arrangements and recognizes advisory revenue on a gross basis, as the Company is responsible for satisfying the performance obligations, carries the inventory risk and has control over determining the fees. Advisors can assist the Company in performing its obligations. Other revenue primarily includes marketing allowances received from certain financial product manufacturers, contract and licensing fees, and other miscellaneous revenues, and are recognized at a point in time. Also included in other revenues are rebates from money market accounts which are recognized over time. Revenue recognized at point in time totaled \$2,695,157 and revenue recognized over time totaled \$19,461,154. ## CASH AND CASH EQUIVALENTS- The Company considers all highly liquid investments with a maturity ofthree months or less at the date of acquisition to be cash equivalents. 8 {12}------------------------------------------------ #### **NOTES TO FINANCIAL STATEMENTS** For the Year Ended September 30, 2025 ## **NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES** (Continued) ## DEPOSITS WITH CLEARING ORGANIZATIONS- The Company is required to maintain a deposit with each of its clearing organizations, which allows the company to serve as an "introducing broker" into the clearing organizations system. These amounts are not able to be withdrawn from the clearing organizations and, therefore, have been restricted. ## RECEIVABLES - Receivables from clearing organizations are stated at the amount billed and represent uncollateralized obligations due under normal trade terms requiring payment within 30 days. Receivables from broker-dealer services are stated at amounts billed directly from investment companies and represent amounts due to the Company within 30 days. Certain advances are made periodically to registered representatives that are non-interest bearing. Management reviews the accounts receivable and records an allowance for bad debts when considered necessary. Based on these reviews, management has determined that an allowance is not necessary at September 30, 2025. The Company accounts for estimated credit losses on financial assets measured at an amortized cost basis and certain off-balance sheet credit exposures in accordance with FASB ASC 326-20, *Financial Instruments - Credit Losses.* FASS ASC 326-20 requires the Company to estimate expected credit losses over the life of its financial assets and certain off-balance sheet exposures as of the reporting date based on relevant information about past events, current conditions, and reasonable and supportable forecasts. The Company records the estimate of expected credit losses as an allowance for credit losses. For financial assets measured at an amortized cost basis the allowance for credit losses is reported as a valuation account on the balance sheet that adjusts the asset's amortized cost basis. Changes in the allowance for credit losses are reported in Credit Loss expense. ## PROPERTY AND EQUIPMENT - Furniture and equipment are stated at cost and are depreciated over the estimated useful lives of the related assets ranging from three to seven years. Leasehold improvements are stated at cost and are amortized over the lesser of the economic useful life of the improvement or the term of the lease. Depreciation and amortization are provided on the straight-line method. ### INTANGIBLES - Intangibles consist of a Client List purchased December 16, 2022. The list is being amortized on a straight-line basis over the estimated useful life of seven years. The Client List is reviewed annually for any impairments and there were no impairment indicators at September 30, 2025. The Company assesses long-lived assets for impairment when events or changes in circumstances indicated that their carrying amounts may not be recoverable. Recoverability is evaluated by comparing the value of the asset group to the estimated undiscounted future cash flows expected from the asset group. If the carrying value is not recoverable, an impairment loss is recognized for the amount by which the carrying value exceeds fair value. No impairment losses were recognized for the year ended September 30, 2025. 9 {13}------------------------------------------------ #### **NOTES TO FINANCIAL STATEMENTS** #### For the Year Ended September 30, 2025 ### **NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES** (Continued) ## COMMISSIONS PAYABLE- Commissions payable represents amounts due to independent sales representatives. Amounts owed to the independent sales representatives have been calculated by the Company based on the terms agreed to between the Company and the independent sales representative and are generally payable within 30 days. ## INCOME TAXES - The Company has elected to be taxed in accordance with Subchapter S of the Internal Revenue Code (IRC) and applicable state law. As such, the Company is not generally liable for federal or state income taxes on its taxable income. Accordingly, no provision for income taxes is included in the accompanying financial statements. The Company maintains a tax deposit with the Internal Revenue Service to retain its fiscal year of September 30. The company recognizes and measures its unrecognized tax benefits in accordance with FASB ASC 740, Income Taxes. Under that guidance the Company assesses the likelihood, based on their technical merit, that tax positions will be sustained upon examination based on the facts, circumstances and information available at the end of each period. The measurement of unrecognized tax benefits is adjusted when new information is available, or when an event occurs that requires a change. ## RIGHT OF USE ASSET - Effective October 1, 2019 the Company adopted FASB ASC 842 leases, which requires right-of-use ("ROU") assets and lease liabilities to be recorded on the balance sheet for leases. The guidance specifies that at the inception of a contract, an entity must determine whether the contract is or contains a lease. The contract is or contains a lease if the contract conveys the right to control the use of the property, plant, or equipment for a designated term in exchange for consideration. Leases will be classified as either finance or operating. This distinction will be relevant for the pattern of expense recognition in the income statement. The Company has operating leases that primarily relate to real property. As a practical expedient, the Company has elected to not capitalize leases with a term of 12 months or less without a purchase option that it is likely to exercise. Also, as a practical expedient for disclosure, the Company has elected to not separate lease and non-lease components on operating leases. Lease components are payment items directly attributable to the use ofthe underlying asset, while non-lease components are explicit elements of a contract not directly related to the use of the underlying asset, including pass through operating expenses such as common area maintenance, real estate taxes and utilities. {14}------------------------------------------------ #### **NOTES TO FINANCIAL STATEMENTS** ### For the Year Ended September 30, 2025 ## **NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES** (Continued) ROU assets and lease liabilities are recognized on the Statement of Financial Position at the present value of the future lease payments over the life of the lease term. As implicit rates for leases are not determinable, the Company uses discount rates based on incremental borrowing rates, on a collateralized basis, for the respective underlying assets, for terms similar to the respective leases. Lease costs are included as Occupancy expense in the Statement of Income. Fixed base payments on operating leases paid directly to the lessor are recorded as lease expense on a straight-line basis. Related variable payments based on usage, changes in an index or market rate are expensed as incurred. ## **NOTE 2- PROPERTY AND EQUIPMENT** Fixed assets consist of the following at September 30, 2025: | Furniture
Fixtures
and | \$ | 101,857 | |----------------------------------------------------|----|-----------| | Equipment | | 67,672 | | Improvements
Leasehold | | 11,450 | | Total | | 180,979 | | Accumulated
Depreciation
Amortization
and | | (165,563) | | -
Property
Equipment
Net
and | | 15,416 | Depreciation and amortization expense totaled \$4,129 for this fiscal year ended September 30, 2025. # **NOTE 3-INTANGIBLES** Intangibles consist of the following: | Client
Lists | \$1,220,633 | |-----------------------------|-------------| | Accumulated
Amortization | (486,800) | | -
Intangibles
Net | 733,833 | Amortization expense totaled \$174,376 for the fiscal year ended September 30, 2025. Amortization expense is expected to be \$174,376 for each of the next four years and \$36,329 in year five when fully amortized. {15}------------------------------------------------ #### **NOTES TO FINANCIAL STATEMENTS** #### For the Year Ended September 30, 2025 ## **NOTE 4 - ACCOUNTS RECEIVABLE FROM CUSTOMERS CONTRACTS** Accounts Receivable from Customer Contracts: | of
Beginning
Year | \$
457,267 | |-------------------------|---------------| | of
Year
End | \$
271,470 | ## **NOTE 5 - LEASES** The Company has entered into two non-cancellable operating lease agreements for office space that expires in September 2026 and May 2028. The leases will not be renewed at the end ofterm. Rental expense under the agreements totaled \$236,691 for the year ended September 30, 2025. The Company leases other storage on a month-to-month basis. Future minimum rental payments under non-cancellable operating leases as of September 30, 2025 are as follows: | 2026 | 158,488 | |----------------------------|----------| | 2027 | 114,551 | | 2028 | 77,374 | | Total | 350,413 | | Less Imputed
Interest | (16,630) | | Total
Lease Liabilities | 333,783 | Because we generally do not have access to the rate implicit in the lease, we utilized our incremented borrowing rate of 4.0% and 3.94% as the discount rate. The weighted average remaining lease term is two years and weighted average discount rate is 3.97%. ## **NOTE 6 -SUBORDINATED BORROWINGS** The Company had no liabilities subordinated to the claim of general creditors during the year. Therefore, no statement of changes in liabilities subordinated to the claim of general creditors is presented in these financial statements. {16}------------------------------------------------ #### **NOTES TO FINANCIAL STATEMENTS** For the Year Ended September 30, 2025 ## **NOTE 7 -NOTE PAYABLE** The company entered into a Note Payable due D.L. Baker & Co., Inc. dated December 16, 2022. The note has no stated interest rate and is due January 6, 2026, the note was discounted at 4%. Future discounted payments are as follows: 2026 247,341 The full amount of the note at September 30, 2025 was \$250,000. Interest expense for the year ended September 30, 2025 was \$11,445. # **NOTE 8-NET CAPITAL REQUIREMENTS** The Company is subject to the Securities and Exchange Commission Uniform Net Capital rule (SEC Rule 15c3-1), which requires the maintenance of minimum net capital and requires that the ratio of aggregate indebtedness to net capital, both as defined, may not exceed 15 to 1. The Rule also provides that equity capital may not be withdrawn or cash dividends paid ifthe resulting net capital ratio would exceed 10 to 1. The Company's minimum net capital requirement is the greater of \$50,000 or 6 2/3% of its aggregate indebtedness. At September 30, 2025, the Company had net capital as computed under Rule 15c3-1, of \$7,607,508 which was \$7,557,508 In excess of the minimum net capital requirement. The Company had aggregate indebtedness of \$551,153 as of September 30, 2025, and the ratio of aggregate indebtedness to net capital, as defined, was .07 to 1. ## **NOTE 9 - RETIREMENT PLAN** The Company maintains a Simple IRA plan and provides 100% matching on employee contributions up to 3% of the employee's salary. The Company made matching contributions of \$67,811 in the year ended September 30, 2025. {17}------------------------------------------------ #### **NOTES TO FINANCIAL STATEMENTS** ### For the Year Ended September 30, 2025 ## **NOTE 10- EXEMPTION FROM RULE 15c3-3** The Company acts as an introducing broker or dealer, promptly transmitting all funds and delivering all securities received in connection with its activities as a broker or dealer and does not otherwise hold funds or securities for customers or owe money or securities to them. The Company operates under Section (k)(2)(ii) and Footnote 74 of Rule 15c3-3 of the Securities Exchange Act of 1934 and, therefore, claims exemption from the requirements of Rule 15c3-3. ## **NOTE 11 - FINANCIAL INSTRUMENTS, CONCENTRATIONS, AND RISK** Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents, and receivables. The Company places its cash investments with high-credit-quality financial institutions located in Cincinnati, Ohio. In addition, the Company maintains cash accounts with the clearing organizations. Management does not believe significant concentrations of credit risk exists with respect to these financial instruments. Cash deposits from time to time may exceed federally insured limits. At September 30, 2025 deposits exceeded insured limits by \$7,256,165. The Company's activities involve the execution, settlement, and financing of various customer securities transactions through a clearing broker. These activities may expose the Company to offbalance sheet risk in the event the customer or other broker is unable to fulfill its contractual obligations. In the event counterparties do not fulfill their obligations, the Company may be required to purchase, or sell, financial instruments underlying the contract, which could result in a loss. ## **NOTE 12- CONTINGENCIES** The Company is subject to various litigation and regulatory matters. It is the opinion of management that the outcome of these proceedings typically has no material adverse effect on the financial position ofthe Company. The sale ofthe business may cause liabilities of \$300,000 to be paid, which were part of the Asset purchase agreement. See Note 13. {18}------------------------------------------------ #### **NOTES TO FINANCIAL STATEMENTS** For the Year Ended September 30, 2025 ### **NOTE 13 - ASSET PURCHASE AGREEMENT** The company acquired assets from D.L. Baker & Co., Inc. in December 2022 for a purchase price of \$1,300,000. There is a potential bonus payment to the seller of \$300,000 if certain conditions are met on November 30, 2026. Due to the uncertainty of payment, no liability has been recorded at September 30, 2025. Consideration paid was \$1,300,000 less imputed interest of \$59,369 resulting in a note payable of \$1,240,633. The purchase was recorded as follows: | Property
Equipment
and | \$20,000 | |------------------------------|-------------------| | Intangibles | 1,220,633 | | of
Right
Use Asset | 75,575 | | Lease Liability | (75,575) | | Total | ,
240,633
1 | ## **NOTE 14 - SUBSEQUENT EVENTS** The Company has evaluated the impact of events that have occurred subsequent to September 30, 2025, and through December 23, 2025, the date the financial statements were issued for the purposes of recognition and disclosure in the financial statements. ### **NOTE 15 - SALE OF BUSINESS** The Company entered into a sale agreement to sell its operations with a closing date set for December 5, 2025. In connection with the transaction, L.M. Kohn & Co. will sell substantially all of the assets of its advisory and broker deal business to Wealth Enhancement Group, LLC. Buyer is assuming the accounts payable incurred in the ordinary course of business and all liabilities and obligations arising after the Closing Date under those contracts assumed by the Buyer. Effective as of 10/3/2025, FINRA issued a continuing membership application approval letter. Buyer has indicated that there are plans to hire Seller's employees upon closing. The expected consideration to be paid at Closing consist of \$5.5Min cash, and tax deferred equity ownership in the Buyer's affiliate with a value of \$5.8M. Seller is also eligible to receive additional transition, retention and growth earnout consideration post-Closing if certain revenue targets are achieved; totaling up to \$22M. In connection with the sale of the business, the Seller will cease operations of its advisory business and wind down its business about 1 year after Closing. {19}------------------------------------------------ #### **NOTES TO FINANCIAL STATEMENTS** #### For the Year Ended September 30, 2025 ## **NOTE 16 - BROKER DEALER- REPORTABLE SEGMENT INFORMATION** The Company is engaged in a single line of business as a securities broker-dealer, which is comprised of several classes of services, including trading and investment advisory services. The Company has identified its President as the chief operation decision make (CODM), who uses net income to evaluate the results of the business, predominantly in the forecasting process, to manage the Company. Additionally, the CODM uses excess net capital, which is not a measure of profit and loss, to make operational decisions while maintaining capital adequacy, such as whether to reinvest profits or pay dividends. The Company's operations constitute two geographic segments, the CODM manages the business activities using this information. The accounting policies used to measure the profit and loss of the segment are the same as those described in the summary of significant accounting policies. | September
ended
2025
Year
30,
Revenue | Cleveland
\$ 801,299 | Cincinnati
\$ 21,602,392 | |----------------------------------------------------------|-------------------------|-----------------------------| | Less: | | | | -
Employee
Commissions
Non | 0 | 13,170,972 | | Compensation
Benefits
Employee
and | 389,187 | 2,818,606 | | Administrative
General
Selling,
Expenses
and | 204,903 | 838,770 | | Technology | 5,199 | 663,619 | | Licenses
and
Fees | | 277,023 | | Occupancy | 48,692 | 187,999 | | Insurance
Bond
and | | 152,434 | | NET INCOME | 153,318 | 3,492,969 | {20}------------------------------------------------ #### **L.M. KOHN** & **COMPANY SCHEDULE** I **COMPUTATION OF NET CAPITAL UNDER RULE 15c3-1 OF THE SECURITIES EXCHANGE ACT of 1934** At September 30, 2025 | NET CAPITAL | | |---------------------------------------------------------------------------------------------------------|-----------------| | Total
Equity
Shareholders' | \$
9,025,946 | | -
Capital
Equity
Net
not
Deduct
Shareholders'
Allowable
for | | | Total
Equity
Capital
Shareholders'
Qualified
Net
for | 9,025,946 | | Liabilities
Subordinated
Creditors
of
to
Claims
General | | | in Computation
Capital
of
Net
Allowable | | | Other
(Deductions)
Credits
Allowable
or | | | Capital
Total
Subordinated
Liabilities
Allowable
and | 9,025,946 | |
and/or
Charges
Deductions | | | Assets:
Non-Allowable | | | Greater
than
Receivables
Days
30 | 2 | | Other
Receivables | 70,925 | | Net
Payables
Advisory
12B-1
Receivables
above
and
Fees | 26,376 | | Representatives
Registered
from
Receivables | 869 | | Tax Deposit
Federal | 320,956 | | Equipment,
Property
Net
and | 15,416 | | -
Intangibles
Net | 733,833 | | Other
Assets
Prepaid
Expenses
and | 88,835 | | Haircuts
Capital
on Securities
Positions
Net
before | 7,768,734 | | on Securities
[Computed,
Haircuts
15c301(f)]
Pursuant
to
where
Applicable,
Rule | | | Investment
Securities:
Trading
and | | | Investments
Market
Money | 161,226 | | | | | NET CAPITAL | 7,607,508 | | | | | INDEBTEDNESS
AGGREGATE | | | tems
in Statement
of
Condition:
Financial
Included
I | | | Commissions
Payable | 172,580 | | Liabilities
Other | 124,029 | | Lease Liability
of
Right
of
Use Assets
Net
in Excess | 7,203 | | Note
Payable | 247,341 | | Total | 551,153 | | COMPUTATION
REQUIREMENT
NET CAPITAL
OF BASIC | | | 6 2/3
Greater
Aggregate
of
Indebtedness
% of
or
\$50,000: | | | 6 2/3%
Indebtedness
Aggregate
of | 50,000 | | Capital
Requirement
Net
Minimum
Dollar | 50,000 | | Capital
Excess Net | 7,557,508 | | Capital
Capital
Excess Net
at
of
Net
Minimum
120% | 7,557,508 | | Ratio
Indebtedness
Aggregate
Capital
of
to
Net | 07to1 | **Note:** There are no material differences between the preceding computation and the Company's corresponding unaudited Part IIA of form X-17A4-5 at September 30, 2025. See Report of Independent Registered Public Accounting Firm. 17 {21}------------------------------------------------ #### **L.M. KOHN** & **COMPANY SCHEDULES** II **and** Ill - **COMPUTATION FOR DETERMINATION OF RESERVE REQUIREMENTS AND INFORMATION RELATING TO POSSESSION OR CONTROL REQUIREMENTS PURSUANT TO RULE 15c3-3 OF THE SECURITIES EXCHANGE ACT OF 1934** At September 30, 2025 The Company is not required to present the schedules "Computation for Determination of Reserve Requirements Under Rule 15c3-3" and "Information for Possession of Control Requirements under Rule 15c3-3" as it meets the exemptive provisions of Rule 15c3-3 under Section (k)(2)(ii) and Footnote 74 of the Rule. See Report of Independent Registered Public Accounting Firm. 18 {22}------------------------------------------------ ![](_page_22_Picture_0.jpeg) #### **Report of Independent Registered Public Accounting Firm** To the Board of Directors and Shareholders L.M. Kohn & Company Cincinnati, Ohio We have reviewed management's statements, included in the accompanying Management's Exemption Report Pursuant to 15c3-3, in which (1) L.M. Kohn & Company ("the Company") identified the following provision of 17 C.F.R. \$ 15c3-3(k) under which the Company claimed an exemption from 17 C.F.R. S 240.15c3-3: (k)(2)(ii), (the "exemption provision") and (2) the L.M. Kohn & Company stated that the Company met the identified exemption provision throughout the most recent fiscal year without exception. The Company is also filing this Exemption Report because the Company's other business activities contemplated by Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5 are limited to direct mutual fund and variable annuity business where the funds are payable to the issuer or its agent and not to the Company. 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. L.M. Kohn & Company's management is responsible for compliance with the exemption provision and for compliance contemplated by Footnote 74 of SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5 and related SEC Staff Frequently Asked Questions and its statements throughout the year ended September 30, 2025. 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 L.M. Kohn & Company's compliance with the exemption provision and the provisions of 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. 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 conditions set forth in paragraph (k)(2)(ii) of Rule 15c3-3 under the Securities Exchange Act of 1934 and the Company's other 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. *Kl4us* Cincinnati, Ohio December 23, 2025 An independent member of UHY International {23}------------------------------------------------ #### **MANAGEMENT'S EXEMPTION REPORT PURSUANT TO RULE 15c3-3 OF THE SECURITIES EXCHANGE ACT OF 1934** L.M. Kohn & Company the "Company" is a registered broker-dealer subject to Rule 17a-5 promulgated by the Securities and Exchange Commission (17 C.F.R. 5240.17a-5, "Reports to be made by certain brokers and dealers"). This Exemption Report was prepared as required by 17 C.F.R. §240.17a-S(d)(l) and (4). To the best of its knowledge and belief, the Company states the following: (1) 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). (2) The Company met the identified exemption provisions in 17 C.F.R. § 240.153c3-3(k)(2)(ii) throughout the most recent fiscal year without exception. (3) The Company is also filing this Exemption Report because the Company's other business activities contemplated by Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-S are limited to mutual funds and variable annuities, in accordance with the requirements of paragraphs (a) or (b)(2) of Rule 15c2-4. 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 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); (2) did not carry accounts of or for customers; and (3) did not carry PAB accounts (as defined in Rule 15c3-3) throughout the most recent fiscal year without exception. L.M. Kohn & Company I, La M. Kol n, affirm that, to my best knowledge and belief, this Exemption Report is true and Ch ie Executive Officer December 23, 2025 See Report of Independent Registered Public Accounting Firm. 20 Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.