# NOLAN SECURITIES CORP. X-17A-5/A (2024-04-18) — Broker-dealer annual report

- Company: NOLAN SECURITIES CORP.
- Form: X-17A-5/A
- Filed: 2024-04-18
- Period: 2022-12-31
- Accession: 0000870702-24-000002
- CIK: 870702
- File #: 8-43354
- Type: Broker-dealer
- Material weakness: No
- Auditor: Fulvio and Associates, LLP
- Auditor location: New York, NY
- Contact: Leonard Schwalb
- Phone: 2125355628
- Email: lschwalb@nolansecurities.com
- Website: nolansecurities.com
- Signed by: Bruce Kelly (CEO)

Original filing: https://www.sec.gov/Archives/edgar/data/870702/000087070224000002/nolpub.pdf

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### KELLY SECURITIES CORPORATION

### DiB/A

# NOLAN SECURITIES *CORV*  RESTATED FINA.'\iCIAL STATEMENT

DECEMBER 31, 2022

This report is tiled as a PUBLIC document in accordance with Rule 17a-5(e)(3) under the Securities Exchange Act of 1934.

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**UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549** 

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# **ANNUAL REPORTS FORM X-17A-5 PART** Ill

| SEC FILE NUMBER |
|-----------------|
| 8-43354         |

**FACING PAGE** 

**Information Required Pursuant to Rules 17a-5, 17a-12, and 18a-7 under the Securities Exchange Act of 1934** 

FILING FOR THE PERIOD BEGINNING **O 1/01/2022** 

MM/DD/YY

MM/DD/YY

**A. REGISTRANT IDENTIFICATION** 

# NAME oF FIRM : Nolan Securities Corporation

TYPE OF REGISTRANT (check all applicable boxes):

[!] Broker-dealer □ Security-based swap dealer □ Check here if respondent is also an OTC derivatives dealer □ Major security-based swap participant

AND ENDING **12/31/2022** 

ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.)

|  | 535 Main Road |  |
|--|---------------|--|
|  |               |  |

|                                              | (No. and Street)                                                          |         |                              |  |
|----------------------------------------------|---------------------------------------------------------------------------|---------|------------------------------|--|
| Monterey                                     | MA                                                                        |         | 01245                        |  |
| (City)                                       | (State)                                                                   |         | (Zip Code)                   |  |
| PERSON TO CONTACT WITH REGARD TO THIS FILING |                                                                           |         |                              |  |
| Leonard Schwalb                              | 212-535-5628                                                              |         | lschwalb@nolansecurities.com |  |
| (Name)                                       | (Area Code - Telephone Number)                                            |         | (Email Address)              |  |
|                                              | 8. ACCOUNTANT IDENTIFICATION                                              |         |                              |  |
|                                              | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing* |         |                              |  |
| Fulvio and Associates, LLP                   |                                                                           |         |                              |  |
|                                              | (Name - if individual, state last, first, and middle name)                |         |                              |  |
| 5 West 37th Street                           | New York                                                                  | NY      | 10018                        |  |
| (Address)                                    | (City)                                                                    | (State) | (Zip Code)                   |  |

December 20, 2018 6529 rte of Regfatrntlo, with PCAOB)llf applicable) **(PCAOB Reglstrntlo, Nomb,,,** If **applicable)** I

**FOR OFFICIAL USE ONLY** 

\* 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 of facts and circumstances relied on as the basis of the 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.** 

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## **OATH OR AFFIRMATION**

| I, Bruce P Kelly                                                                                                                 | swear (or affirm) that, to the best of my knowledge and belief, the               |  |  |
|----------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------|--|--|
| financial report pertaining to the firm of Nolan Securities Corporation                                                          | as of                                                                             |  |  |
| 2~<br>12/31                                                                                                                      | is true and correct. I further swear (or affirm) that neither the company nor any |  |  |
| partner, off~~\\'Wtft1.1t.r equivalent person, as the case may be, has any proprietary interest in any account classified solely |                                                                                   |  |  |

![](_page_2_Picture_2.jpeg)

Title: CHIEF EXECUTIVE OFFICER

**Notary** p~8LJC, 51'1'1~,,,,, ... '''""""'''

## **This filing\*\* contains (check all applicable boxes):**

- ~ (a) Statement of financial condition.
- ~ (b) Notes to consolidated statement of financial condition.
- D (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).
- □ (d) Statement of cash flows.
- □ (e) Statement of changes in stockholders' or partners' or sole proprietor's equity.
- □ (f) Statement of changes in liabilities subordinated to claims of creditors.
- □ (g) Notes to consolidated financial statements.
- □ (h) Computation of net capital under 17 CFR 240.15c3-1 or 17 CFR 240.18a-1, as applicable.
- D (i) Computation of tangible net worth under 17 CFR 240.18a-2.
- D (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.
- D (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.
- D (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.
- ~ (q) Oath or affirmation in accordance with 17 CFR 240.17a-S, 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.
- □ (s) Exemption report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable.
- **liiii** (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.
- D (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.
- D (x) Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.15c3-le 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.

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# **FU L VI O** & A S S O C I AT E S . L.L.P.

*Certified Public Accountants* New Yi>rk Office:

5 West 37th Street, 4th Floor NewYork, New York 10018 TEL: 212-490-3113 l'AX; 212-575-5159 www.fulviollp.com

Connecticut Office: 95B R.owayton Avenue Rowayton, CT 06853 TEL: 20'1-857-4400 FAX; 203-857-0280

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

To the Stockholder

of Kelly Securities Corporation D/B/ A Nolan Securities Corporation

## Opinion on the Financial Statement

We have audited the accompanying statement of financial condition of Kelly Securities Corporation D/B/A Nolan Securities Corporation (the "Company") as of December 31, 2022, and the related notes (collectively referred to as the "financial statement"). In our opinion, the financial statement presents fairly, in all material respects, the financial position of the Company as of December 31, 2022 in conformity with accounting principles generally accepted in the United States of America.

## **Basis** for Opinion

This financial statement is the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statement 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 statement is 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 statement, 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 statement. 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 statement. We believe that our audit provides a reasonable basis for our opinion.

## **Emphasis of Matter**

During March 2024 we discovered that fees receivable at December 31, 2022 were incorrectly stated. This financial statement is restated due to the correction of an error in order to properly present fees receivable as of December 31, 2022. This does not qualify our opinion. Refer to restated financials statement Note 12.

We have served as the Company's auditor since 2018.

New York, New York

April 14, 2023, except for Note 12, as to which the date is April 15, 2024

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## KELLY SECURITIES CORPORATION DIBIA NOLAN SECURITIES CORPORATION REST A TED STATEMENT OF FINANCIAL CONDITION DECEMBER 31, 2022

| Cash and cash equivalents                                   | \$       | -'!,99,073                     |
|-------------------------------------------------------------|----------|--------------------------------|
| Fees receivable                                             |          | 135,160                        |
| Fixed assets (net of accumulated depreciation of \$138,053) |          | 41,891                         |
| TOTAL ASSETS                                                |          |                                |
| LIABILITIES AND STOCKHOLDER'S EQUITY                        |          |                                |
| Accounts payable and accrued expenses                       |          | 31,233                         |
| Consulting fees payable                                     |          | 5,592<br>·------ •<br>,        |
|                                                             |          |                                |
| TOT AL LIABILITIES                                          |          |                                |
| Stockholder's equity                                        |          |                                |
| Common stock, no par value, 100 shares authorized           |          |                                |
| issued and outstanding                                      |          | 5                              |
| Additional paid-in-capital                                  |          | 556,674                        |
| Retained earnings                                           |          | 821620~                        |
| Total stockholder's equity                                  |          | 639,299                        |
| TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY                  | •-<br>\$ | 676,124<br>~· .,.,,. ~ ;:'70;- |

The accompanying notes are an integral part of this restated financial statement.

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## KELLY SECURITIES CORPORATION D/B/ A NOLA:.'\J SECURITIES CO RPO RA TJON NOTES TO RESTATED FINANCIAL STATEMENT DECEMBER 31, 2022

#### NOTE!. ORGANIZATION AND NATURE OF BUSINESS

Kelly Securities Corporation D/B/A Nolan Securities Corporation (the "Company") is a broker/dealer, registered with the Securities and Exchange Commission (the ''SEC'') and is a member of the Financial Industry Regulatory Authority, Inc. (t1ie "FINRA").

The Company's purpose is to advise other companies on a11 financial matters, including advice on :financing, securities offerings and private placement of securities. The Company does not carry customer accounts or perform custodial functions related to customer securities.

#### NOTE2. SUMMARY OF SXGNIFICANT ACCDUNTNG POLICIES

The restated financial statemer.ts have been prepared in accordance with accounting principles generally accepted in the United StF.tes ofAmerica(U.S. GAAP).

### Cash and cash eguivalents

All short-term investments with an original maturity of three months or less arc considered to be cash e,.,uivalents, The Company maintains cash balances in bank accounts which, at times, exceed the FDIC insurance limits.

### Revenue Recognition

The Company recognizes revenue from its services on a pro~rata basis over the term of the contract, which approximates vvhen sen,jees are performed, in compliance with foe newiy effective revenue recogniticn rules. The core principal of the standard is that an entity should recognize revenue to depict the transfer of promised goods and services to customers in an amount that reflects the consideration to whkh the entity expects to be entiiled in exchange for t110se goods and services.

Revenues under Topic 606 require financial a<lvisory and placemen, fees to be recognized either at a "point in time" o.- "over time", depending on the facts and circumstances of the arrangement, and evaluated using a five-step model.

Investment banking foes are recorded upon either the closing of the transaction or a \v:ritten commitment from the investor. Consulting fee income is recorded when processed, as applicable, calculated in either case as a percentage of the capital commitmentmade by an investor.

The cos: of fixed assets is depreciated over their estimated m,eful lives on a straight line basis. Fixed assets costing \$1,000 or less ar~ expensed.

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## KELLY SECURITIES CORPORATION D/B/A NOLAN SECURITIES CORPORATION NOTES TO RESTATED FINANCIAL STATEMENT DECEMBER 31, 2022 (continued)

## NOTE 2.

## SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

F ASB ASC 820 defines fair value, establishes a frame\.vork for measuring fair value, and establishes a fair value hierarchy which prioritizes the inputs to valuation techniques. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability, or in the absence of a principal market, the most advantageous market Va!Uation techniques that are consistent with the market, income or cost approach, as specified by F ASB ASC 820, are used to measure fair value,

The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value jnto three broad levels:

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities the Company has the ability to access.

Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable .for the asset or liability, ei.ther directly or indirectly.

Level 3 are unobservable inputs for the asset or liability and rely on management's own assumptions about the assumptions that market participants would use in pricing the asset or liability. The unobservable inputs should be developed based on the best information available in the circumstances and may include the Company's own data.

FASB ASC 820, *Fair Value Measurement* has no material effect on these restated financial statement.

The Company did not hold any securities as of December 31, 2022.

The Company is engaged in various investment ai1d brokerage activities in which counterpartics primarily include broker-dealers, banks, and other financial institutions, In the event counterparties do not fulfill their obiigations, the Company may be exposed to risk. TI1e risk of default depends on the creditworthiness of the counterparty or issuer of the instrument. It is the Company's policy to review, as necessary, the credit standing of each counterparty. During the year ended December 31, 2022, the Company earned fee income from three clients, of which one client accounted for approximately 94% . At December 3 I, 2022, one client accounted for all of the total fees receivable.

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## KELLY SECURJTJES CORPORATION D/B/A NOLAN SECURITIES CORPORATION NOTES TORES TA TED FINANCIAL STATEMENT DECEMBER 31, 2022 ( continued)

#### NOTE3. JNCOME TAXES

For income tax. purposes, the shareholder has elected that the Company be treated as an "S" corporation under Subchapter S of the Internal Revenue Code and for state income taxes. Accord;ngly, no provision has been made for both Federal and state income taxes sirn;e the net income or Joss of the Company is to be included in the tax return of the individual shareholder.

The Company recognizes and measures its unrecognized tax benefits in accordance ·with ASC Topic 740, *Income Taxes.* Under that guidance the Company &ssesses 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 the period. The measurement of unrecognized tax benefos is adjusted when new 1nformation is available, or when an event occurs that requires a change.

The Company has determined that there are no uncertain tax positions which require adjustment or disclosure on the restated financial statement.

#### NOTE4. NET CAPITAL REQUIREMENTS

The Company is subject to the SEC Uniform Net Capital Rule (SEC Rule 15c3-I), which requires the maintenance of minimum net capita! and require!l that the rntio of aggregate indebtedness to net capital, both as defined, shall not exceed 15 to l (and the rule of the 'applicable' exchange also provides that equity capital may not be withdrawn or cash dividends paid if the resulting net capital ratio would exceed 10 to 1 ). At December 31, 2022, the Company had net capita! of \$462,248 "vhich was \$457,248 in excess of its required net capital of \$5,000. The Company's net capital ratio was .08 to i.

#### NOTE 5. FIXED ASSETS

Fixed assets at December 31, 2022 consist of the foJlowing:

|                                |                | Estimated Useful Life |
|--------------------------------|----------------|-----------------------|
| Automobile                     | \$ l !4,614    | 5 Yrs.                |
| Office equipment               | 13,079         | 3-5 Yrs.              |
| Furniture and fixtures         | 37,452         | 7 Yrs.                |
| Artwork                        | ___ l~,799_    | 7 Yrs.                |
|                                | l 79,SL1,,     |                       |
| Less: Accumulated Depreciation | (138,053,      |                       |
|                                | \$<br>'11 ,891 |                       |

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## KELLY SECURITIES CORPORATION D/B/A NOLAN SECURlTIEB CORPORA TlON NOTES TO RE STATED FINANCIAL STATEMENT DECEMBER 31, 2022 (continued)

#### NOTE5. FIXED ASSETS (continued)

Fixed assets are recorded at cost. The cosi of fixed assets is depreciated over the estirnated useful lives of the related a.ssets utilizing the straight <sup>0</sup> line method.

#### NOTE6. RELATED PARTY TRANSACTIONS

For the year ended December 31, 2022, consulting fees of \$1{)3,388 ,vere paid to relat~d parties.

#### NOTE 7. OFF BALANCE SHEET RISK

The Company provides representations and warranties to cou.nterparties in connectlon v.,.i.th a variety of commerciai transactions and occasionaHy indemnifies them against potential losses caused by the breach of those representations and warranties. The Company may also provide standard indemnifications to some counterparties to protect them in the event additional taxes are owed or payments are withheld, due eiiher to a ch&nge in or adverse application of cert:c.in tax la'ws. These indemnifications generally arc standard contractual terms a;;,d are entered into in the normal course of business. The maximum potential amount of future payments that the Company could be required to make under these indemnifications cannot be estimated. Hmvever, the Company believes that it is unlikely it wm have to make material payments under these arrangements and has not recorded any contingent liability in the restated financial statement for these indemnifications.

### NOTE8. **ITSE ()F ESTlJ~f;\Tlt:S** < - -~•'" · ""v o,s,;·•-W<W- - .,~ -

The preparation of restated financial statement m conformity with U.S). GAAP req(1ires the Company's management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disdosure of contingent assets and liabilities at the date of the restated financial statements and t11e repo1ted amounts of revenue and expenses d.uri-:1g the reporting period. Actual results could differ from those estimates.

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## KELLY SECURITIES CORPORA TJON D/8/ *A.* NOLAN SECURITIES CORPORATION 1°JOTBS TO RESTATED FINANCIAL STATEMENT DECEMBER 31, 2022 ( contiimed)

#### NOTE9. GUARANTEES

FASB ASC 460, *GuaranteeJ~* requires the Company to disclose information about its obligations under certain gw,xantee arrangements. F ASB ASC 460 defines guarantees as contracts and indemnification agreements that contingently require a guarantor to make payments i:o the guaranteed party based on changes in an underlying factor (such as an interest or foreign exchange rate, security or commodity price, an index or the occurreni::e or nonoccurrcnce of a specified event) related to an asset, liability, or equity secm·ity cf a gL,aranteed party. This guidance &iso defines guarantees as contracts that contingently require the guarantor to make paymenls to the guaranteed party based on another failure to perform under an agreement, as we!J as indfrect guarantees of the indebtedness of others.

Except for the indemnifications described in Note 7, the Company has issued no guarantees at December 31, 2022 or during the year then ended.

#### NOTE 10. COMi'vll'TMENTS AND CONTLNGENT UABILlTIES

The Compimy had no lease or equipment rental commitments, no underwriting commitments, no contingent liabilities, and had not been narned as defendant in any lawsuit at December 31, 2022 or dudng the year them ended.

### NOTE IL SHORT-TERM LOAN RECEIVABLE

It is the Company's policy to mab advances to commissioned brokers. These advances are repaid as commissions are earned. As of Decen1ber 31. 2022 the Company has no outstanding advances.

#### NO'IE 12. RESTATEMENTOFPREVIOUSLY JSSUED FJNANCL.\L STATEMENT

In March 2024, subsequent to the issuance of the audited financial statement as ot and for the year ended December 31, 2022, an error was discovered in the timing of the recording of rC\'enue and the related fees receivable. TI1is resulted in an understatement of revenues and fees receivable of 5135,000.

### NOTE 13. SUBSEQUENT EVENTS

Subsequent events have been evaluated through April 1-1, 202 which is the date the restated financial statement were available to be issued .. From January 1,2023 through Aprii 14, 2023, no events were identified whfoh require disclosure.


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