# THE STRATEGIC ALLIANCE CORPORATION X-17A-5 (2026-03-09) — Broker-dealer annual report - Company: THE STRATEGIC ALLIANCE CORPORATION - Form: X-17A-5 - Filed: 2026-03-09 - Period: 2025-12-31 - Accession: 0000911028-26-000004 - CIK: 911028 - File #: 8-46341 - Type: Broker-dealer - Material weakness: No - Auditor: Forvis Mazars, LLP - Auditor location: Charlotte, NC - Contact: Misty Thornburg - Phone: 704-991-1229 - Email: mthornburg@uwharrie.com - Website: uwharrie.com - Signed by: Christy D. Stoner (President/CEO) Original filing: https://www.sec.gov/Archives/edgar/data/911028/000091102826000004/x-17a-5_annual_report.pdf --- {0}------------------------------------------------ | OMB APPROVAL | | |--------------------------|----| | OMB Number: 3235-0123 | | | Expires: Nov. 30, 2026 | | | Estimated average burden | | | hours per response: | 12 | ![](_page_0_Figure_4.jpeg) | | (No. and Street) | | |----------------------------------------------|---------------------------------------------------------------------------|-------------------------| | Albemarle | NG | 28001 | | (City) | (State) | (Zip Code) | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | Misty Thornburg | 704/983-5959 | mthornburg@uwharrie.com | | (Name) | (Area Code - Telephone Number) | (Email Address) | | | B. ACCOUNTANT IDENTIFICATION | | | | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing* | | | 4350 Congress Street Suite 900 | Charlotte | NG | 28209 | |--------------------------------------------------|-----------------------|---------|--------------------------------------------| | (Address) | (City) | (State) | (Zip Code) | | 10/16/2003 | | 686 | | | (Date of Registration with PCAOB)(if applicable) | | | (PCAOB Registration Number, if applicable) | | | FOR OFFICIAL USE ONLY | | | | | | | | {1}------------------------------------------------ | Signature: | | |-------------------------|--| | Title:
President/CEO | | - - - - - - - - - - - - - - - - - - - - - - - - - - - {2}------------------------------------------------ # **THE STRATEGIC ALLIANCE CORPORATION** ## **FINANCIAL REPORT** **Years Ended December 31, 2025 and 2024** {3}------------------------------------------------ | Table of Contents | Page No. | |----------------------------------------------------------------------------------------------------------------------------------|----------| | Report of Independent Registered Public Accounting Firm | 3 | | Financial Statements | | | Statements of Financial Condition | 4 | | Statements of Operations | 5 | | Statements of Changes in Stockholder's Equity | 6 | | Statements of Cash Flows | 7 | | Notes to Financial Statements | 8 | | Supplementary Information | | | Schedule 1 – Computation of Aggregate Indebtedness and Net Capital and
Net Capital Under rule 15c3-1 ……………………………………………………………. | 14 | | Schedule 2 – Additional Notes ……………………………………………………………. | 15 | | Management's Assertions Regarding Exemption Provisions ……………………… | 16 | | Exemption Review Report .……………………………………………………………… | 17 | | Report of Independent Public Accounting Firm on Applying
Agreed-Upon Procedures | 18 | | Securities Investor Protection Corporation SIPC-7 General Assessment
Reconciliation Form …………………………………………………………………………. | 20 | {4}------------------------------------------------ ![](_page_4_Picture_1.jpeg) ### **Report of Independent Registered Public Accounting Firm** Audit Committee and Board of Directors of Uwharrie Capital Corp and its wholly-owned subsidiary, The Strategic Alliance Corporation Albemarle, North Carolina #### *Opinion on the Financial Statements* We have audited the accompanying statement of financial condition of The Strategic Alliance Corporation (the "Company") a wholly-owned subsidiary of Uwharrie Capital Corp, as of December 31, 2025 and 2024, the related statements of operations, changes in stockholder's equity, and cash flows for the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America. #### *Basis for Opinion* These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. 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 audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits 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 audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. #### *Supplemental Information* The supplemental information contained in Schedule 1 – Computation of Aggregate Indebtedness and Net Capital and Net Capital Under rule 15c3-1 and Schedule 2 – Additional Notes has been subjected to audit procedures performed in conjunction with the audit of the Company's financial statements. The supplemental information is the responsibility of the Company's management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with 17 CFR §240.17a-5. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole. **We have served as the Company's auditor since 1996 Charlotte, North Carolina March 2, 2026** Forvis Mazars, LLP is an independent member of Forvis Mazars Global Limited {5}------------------------------------------------ #### **THE STRATEGIC ALLIANCE CORPORATION STATEMENTS OF FINANCIAL CONDITION December 31, 2025 and 2024** | | 2025 | | 2024 | | | |---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------|-----------------------------------------------|------|---------------------------------------------|--| | ASSETS
Cash and cash equivalents
Due from affiliates (Note C)
Cash surrender value of life insurance
Prepaid expenses
Furniture, equipment, and leasehold improvements, net of
accumulated depreciation of \$43,057 | \$ | 1,127,437
34,371
660,658
48,642
- | \$ | 979,158
50,469
649,211
51,745
- | | | Total assets | \$ | 1,871,108 | \$ | 1,730,583 | | | LIABILITIES
Accounts payable and accrued liabilities
Due to affiliates (Note C) | \$ | 264,192
20,280 | \$ | 271,483
17,155 | | | Total liabilities | | 284,472 | | 288,638 | | | STOCKHOLDER'S EQUITY
Common stock, \$1.00 par value: 10,000,000 shares authorized;
1,184,561 shares issued and outstanding
Additional paid-in capital
Accumulated deficit | | 1,184,561
945,439
(543,364) | | 1,184,561
945,439
(688,055) | | | Total stockholder's equity | | 1,586,636 | | 1,441,945 | | | Total liabilities and stockholder's equity | \$ | 1,871,108 | \$ | 1,730,583 | | See accompanying notes to the financial statements. {6}------------------------------------------------ #### **THE STRATEGIC ALLIANCE CORPORATION STATEMENTS OF OPERATIONS Years Ended December 31, 2025 and 2024** | | 2025 | 2024 | | |--------------------------------------------------------------------|--------------------------|-------------------------|--| | Revenues
Revenue share income
Management fee income (Note C) | \$
626,182
120,489 | \$
329,311
99,275 | | | Total revenue | 746,671 | 428,586 | | | Expenses
Salaries and commissions
General and administrative | 107,940
474,788 | 42,488
364,143 | | | Total expenses | 582,728 | 406,631 | | | Operating income | 163,943 | 21,955 | | | Other Revenues
Interest income
Other | 7,765
11,447 | 8,199
11,586 | | | Total other revenue | 19,212 | 19,785 | | | Income before income tax
Income tax expense | 183,155
38,464 | 41,740
10,185 | | | Net Income | \$
144,691 | \$
31,555 | | See accompanying notes to the financial statements. {7}------------------------------------------------ #### **THE STRATEGIC ALLIANCE CORPORATION STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY Years Ended December 31, 2025 and 2024** | | | Common Stock | Additional | | Total | | |----------------------------|-----------|--------------|--------------------|--------------|-------------------------------------|--| | | Shares | Amount | Paid-in
Capital | Deficit | Accumulated Stockholder's
Equity | | | Balance, December 31, 2023 | 1,184,561 | \$ 1,184,561 | \$ 945,439 | \$ (719,610) | \$ 1,410,390 | | | Net income | - | - | - | 31,555 | 31,555 | | | Balance, December 31, 2024 | 1,184,561 | \$ 1,184,561 | \$ 945,439 | \$ (688,055) | \$ 1,441,945 | | | Net income | - | - | - | 144,691 | 144,691 | | | Balance, December 31, 2025 | 1,184,561 | \$ 1,184,561 | \$ 945,439 | \$ (543,364) | \$ 1,586,636 | | See accompanying notes to the financial statements. {8}------------------------------------------------ #### **THE STRATEGIC ALLIANCE CORPORATION STATEMENTS OF CASH FLOWS Years Ended December 31, 2025 and 2024** | | 2025 | | 2024 | | |-------------------------------------------------------------------------------------------------------------------------------------------------------|------|-------------------------------------|------|------------------------------------| | Cash flows from operating activities
Net income
Adjustments to reconcile net income to net cash
provided by operating activities: | \$ | 144,691 | \$ | 31,555 | | Depreciation and amortization
Increase in cash surrender value of life insurance
Change in assets and liabilities: | | -
(11,447) | | 908
(11,586) | | Decrease in due from affiliates
Decrease in prepaid expenses
Decrease in accrued expenses and accounts payable
Increase in due to affiliates | | 16,098
3,103
(7,291)
3,125 | | 13,711
11,345
(16,616)
95 | | Net cash provided by operating activities | | 148,279 | | 29,412 | | Net increase in cash and cash equivalents | | 148,279 | | 29,412 | | Cash and cash equivalents, beginning of year | | 979,158 | | 949,746 | | Cash and cash equivalents, end of year | | \$ 1,127,437 | \$ | 979,158 | {9}------------------------------------------------ #### **NOTE A - NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES** #### **Nature of Business** The Strategic Alliance Corporation (the Company) is a North Carolina corporation formed on May 1, 1989 for the purpose of conducting business as a broker-dealer in securities. The Company is wholly owned by Uwharrie Bank. On June 24, 1993, the Company's application for broker-dealer status was granted by the Securities and Exchange Commission (SEC). The Company was granted broker-dealer status by the National Association of Securities Dealers (NASD) on October 25, 1993. In 2007, NASD merged into the Financial Industry Regulatory Authority (FINRA), and the Company is now regulated by FINRA. The Company serves primarily individual and institutional customers throughout the State of North Carolina. The Company's membership agreement with FINRA was updated May 22, 2024. The Company operates as a non-covered firm under the provisions of Footnote 74 to SEC Release 34-70073, and is therefore not subject to the remaining provisions of Rule 15c3-3. The Company is considered a non-clearing firm as, effective April 6, 2005, it began outsourcing substantially all of its brokerage services to Private Client Services (PCS), a broker-dealer registered with the Securities and Exchange Commission. The Company's business is limited to the aforementioned networking arrangement with PCS and the private placement of securities. A summary of the Company's significant accounting policies follows: #### **Revenue and Expense Recognition** The Company's revenue share income consists of commissions received by the Company pursuant to a third-party brokerage agreement with PCS. Revenue share income and related expenses are recorded on a trade-date basis, as that is when the underlying financial instrument or purchaser is identified, pricing is agreed upon and the risks and rewards of ownership have been transferred to/from the customer. Placement fees related to the Company's investment banking activities are recognized as revenue upon the successful closing of the transaction, as that is when the performance obligation is complete under the agreement and the revenue can be reasonably determined as consideration amounts are known and not subject to significant reversal. No placement fee income was received for the years ended December 31, 2025 and 2024. Under an agreement with affiliates, the Company earns a management fee that is based on time spent by the Company's staff on paperwork, customer contact, execution of trades for each of the affiliates, and shared expenses, and is billed and recognized as revenue monthly. #### **Cash Equivalents** For purposes of the statement of financial condition, the Company defines cash equivalents as short-term, highly liquid debt instruments purchased with a maturity of three months or less. Cash equivalents are carried at cost which approximates fair value. Substantially all of the balance in cash and cash equivalents are held at Uwharrie Bank, a related company. Balances held at Uwharrie Bank in excess of \$250,000 are not insured by the Federal Deposit Insurance Corporation. Management monitors the funds on deposit and no loss has occurred or is expected to occur. {10}------------------------------------------------ #### **NOTE A - NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Continued)** #### **Furniture, Equipment and Leasehold Improvements** Furniture, equipment and leasehold improvements are stated at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method over estimated useful lives of three to seven years. #### **Income Taxes** The Company is a member of a group that files a consolidated tax return for federal income tax purposes. The Company files a separate unconsolidated tax return for state income tax purposes. The members of the consolidated group allocate payments to any member of the group for the income tax reduction resulting from the member's inclusion in the consolidated return, or the member makes payments for its allocated share of the consolidated income tax liability. This allocation approximates the increase or decrease in consolidated income taxes resulting from each member's taxable income or loss, computed at the effective tax rate of the consolidated group. The Company does not have any uncertain tax positions. The Company classifies interest and penalties related to income tax assessments, if any, in income tax expense in the statement of operations. Fiscal years ending on or after December 31, 2022 are subject to examination by federal and state tax authorities. In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures," which enhanced income tax disclosure requirements. Under the new guidance, entities must disclose additional information in specified categories for federal, state and foreign income taxes with respect to the reconciliation of the effective tax rate to the statutory rate (rate reconciliation). Greater detail is also required about individual reconciling items in the rate reconciliation to the extent the impact of those items exceeds a specified threshold. Additionally, the amendments require that entities must disaggregate income taxes paid, net of refunds received, for federal, state and foreign taxes and further disaggregate for specific jurisdictions to the extent the related amounts exceed a quantitative threshold. The quantitative threshold is equal to 5% or more of the amount determined by multiplying pretax income (loss) from continuing operations by the applicable statutory rate. ASU 2023-09 became effective for the Company on January 1, 2025. The Company has adopted the ASU on a prospective basis as presented in Note E. #### **Use of Estimates** The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the 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. #### **Subsequent Events** The Company evaluated the effect subsequent events would have on the financial statements through March 2, 2026, which is the date the financial statements were issued. {11}------------------------------------------------ ### **NOTE B - NET CAPITAL REQUIREMENTS** The Company is subject to the SEC uniform net capital rule (Rule 15c3-1), which requires the maintenance of a minimum amount of net capital and that the ratio of aggregate indebtedness to net capital, both as defined, shall not exceed 15 to 1. Rule 15c3-1 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, 2025, the Company had net capital and minimum net capital requirements of \$521,081 and \$18,965, respectively. At December 31, 2024, the Company had net capital and minimum net capital requirements of \$487,581 and \$19,243, respectively. The Company's net capital ratio (ratio of aggregate indebtedness to net capital) was .55 to 1 and .59 to 1 at December 31, 2025 and December 31, 2024, respectively. ### **NOTE C - TRANSACTIONS WITH AFFILIATES** The Company provides management and administrative support services to an insurance agency, BOS Agency, Inc. ("BOS Agency"), and a registered investment advisor, Uwharrie Investment Advisors, Inc. ("UIA"), affiliated through common ownership. The Company receives management fees in exchange for these services. Management fee income amounted to \$120,489 and \$99,275 for the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025 and 2024, amounts due the Company for such services were \$9,549 and \$8,025, respectively. As of December 31, 2025 and 2024, amounts due the Company for its allocation of income tax reduction as a result of the Company's inclusion in the consolidated tax return were \$23,980 and \$42,444, respectively. The Company also receives management and administrative support services from Uwharrie Bank, which wholly owns the Company, and from UIA. The Company paid \$92,200 and \$78,955 in 2025 and 2024, respectively, and is included in the caption "General and administrative" in the accompanying statements of operations. The Company also collects revenues on behalf of BOS Agency and remits those revenues to the related insurance agency. As of December 31, 2025 and 2024, amounts due to our affiliates related to services provided by our affiliates and our affiliates' share of revenue streams were \$20,279 and \$17,155, respectively. The Company had cash held at Uwharrie Bank in the amounts of \$1,029,136 and \$884,136 at December 31, 2025 and 2024, respectively. ### **NOTE D – SEGMENT REPORTING** The chief operating decision maker ("CODM") of the Company is the chief executive officer. The CODM is responsible for allocating resources and assessing the performance of the Company and its operating segments. Segments are defined as components of an enterprise for which discrete financial information is available and evaluated regularly by the CODM. The Company has one reportable segment that provides broker-dealer services for individuals and institutional customers. Net income is the primary measure of segment profit and loss reviewed by the CODM to assess business performance and resource allocation. Net Income is also used to review and approve the Company's operating budget and financial forecasts. Net income is reported on the accompanying Statement of Operations, and the measure of segment assets is presented on the accompanying Statement of Financial Condition. The accounting policies used to measure the profit and loss of the segment are the same as those described in the summary of accounting policies in Note A. {12}------------------------------------------------ #### **NOTE E – INCOME TAXES** Cash paid for income taxes, net of refunds, disaggregated by taxing jurisdiction is summarized in the following table for the year ended December 31, 2025. | | 2025 | |-------------------------------------|--------------| | Federal | \$
17,000 | | States
North Carolina
Foreign | 3,000
- | | Total | \$
20,000 | Pretax income is entirely related to domestic activities as the Company did not have any foreign operations. The significant components of income tax expense from continuing operations for the years ended December 31, 2025 and 2024 are as follows: | | 2025 | 2024 | |-----------------------------------------------------------|--------------|--------------| | Current tax expense: | | | | Federal | \$
34,589 | \$
9,060 | | State | 3,875 | 500 | | Total | 38,464 | 9,560 | | Deferred tax expense (benefit): | | | | Federal | - | 646 | | State | - | (21) | | Total | - | 625 | | Net provision for income taxes from continuing operations | \$
38,464 | \$
10,185 | The Company did not have any income tax expense (benefit) in foreign jurisdictions. The difference between the provision for income taxes and the amounts computed by applying the statutory federal income tax rate of 21% to income before taxes is summarized below in accordance with ASU 2023-09: | | 2025 | % of Pretax
Income | |-----------------------------------------------------------------------------------------------------------------------------------|------------------------|---------------------------| | Tax computed at the statutory federal rate
State income taxes, net of federal benefit (a)
Nontaxable or nondeductible items | \$
38,463
3,061 | 21.00%
1.67% | | Officers life insurance
Other
Other adjustments | (2,349)
57
(768) | -1.28%
0.03%
-0.42% | | Provision for income taxes | \$
38,464 | 21.00% | (a) State taxes in North Carolina make up the majority (greater than 50%) of the tax effect in this category. {13}------------------------------------------------ #### **NOTE E – INCOME TAXES (Continued)** The difference between the provision for income taxes and the amounts computed by applying the statutory federal income tax rate of 21% to income before taxes is summarized below before the adoption of ASU 2023-09: | | 2024 | |-----------------------------------------------------------------------------------|--------------| | Tax computed at the statutory federal rate
Increase (decrease) resulting from: | \$
10,183 | | State income taxes, net of federal benefit | 378 | | Officers life insurance | (6,186) | | Other | 5,810 | | Provision for income taxes | \$
10,185 | Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company had no deferred tax assets or liabilities at December 31, 2025 and 2024. {14}------------------------------------------------ #### **SUPPLEMENTARY INFORMATION** {15}------------------------------------------------ ### **THE STRATEGIC ALLIANCE CORPORATION** **COMPUTATION OF AGGREGATE INDEBTEDNESS AND NET CAPITAL UNDER RULE 15c3-1 Years Ended December 31, 2025 and 2024** | | 2025 | 2024 | |---------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------|------------------------------------------------| | Aggregate indebtedness
Items included in statement of financial condition
Accounts payable, accrued expenses and | | | | amounts due to affiliates
Minimum required net capital | \$
284,472
\$
18,965 | \$
288,638
\$
19,243 | | Net capital
Stockholder's equity
Deductions:
Other receivables
Other assets
Furniture and equipment
Haircut on securities owned | \$ 1,586,636
10,391
1,053,198
-
1,966 | \$ 1,441,945
8,025
944,439
-
1,900 | | Net capital
Minimum required net capital (the greater of \$5,000
or 2/3% of aggregate indebtedness) | 521,081
18,965 | 487,581
19,243 | | Capital in excess of minimum requirement | \$
502,116 | \$
468,338 | | Ratio of aggregate indebtedness to net capital | .55 to 1 | .59 to 1 | The above computations do not differ materially from the Company's computations, as shown in its FOCUS Reports Form X-17A-5, Part IIA, dated December 31, 2025 and 2024. {16}------------------------------------------------ #### **Computation for Determination of the Reserve Requirements under SEC Rule 15c3-3:** The Company does not claim an exemption from SEC Rule 15c3-3, in reliance on footnote 74 to SEC Release 34-70073. #### **Information Relating to Possession or Control Requirements under SEC Rule 15c3-3:** The Company operates as a non-covered firm under the provisions of Footnote 74 to SEC Release 34-70073, and is therefore not subject to the remaining provisions of Rule 15c3-3. {17}------------------------------------------------ ![](_page_17_Picture_0.jpeg) ### **Management's Assertions Regarding Exemption Provisions** March 2, 2026 The Strategic Alliance Corporation (the "Company") is a registered broker-dealer subject to Rule 17a-5 promulgated by the Securities and Exchange Commission (17 C.F.R. §240.17a-5, "Reports to be made by certain brokers and dealers"). This Exemption Report was prepared as required by 17 C.F.R. §240.17a-5(d)(1) and (4). To the best of its knowledge and belief, the Company states the following: - 1) 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 (1) the private placement of securities; (2) direct participation programs and limited partnerships; (3) best efforts underwriter; and (4) broker or dealer involved in networking, kiosk or similar arrangement with a bank; and the Company (1) did not directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers, (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. The Strategic Alliance Corporation By my signature below, I affirm that, to my best knowledge and belief, this Exemption report is true and correct. | Christy Stoner President/CEO | Date | | | |------------------------------------------|-----------|--|--| | | | | | | /s/ Misty Thornburg | 3/02/2026 | | | | Misty Thornburg/Chief Compliance Officer | Date | | | /s/ Christy Stoner 3/02/2026 {18}------------------------------------------------ ![](_page_18_Picture_1.jpeg) ### **Report of Independent Registered Public Accounting Firm** Audit Committee and Board of Directors of Uwharrie Capital Corp and its wholly-owned subsidiary, The Strategic Alliance Corporation Albemarle, North Carolina We have reviewed management's statements, included in the accompanying Rule 15c3-3 Exemption Report pursuant to SEC Rule 17a-5, in which (1) The Strategic Financial Alliance Corporation (the "Company") did not claim an exemption under paragraph (k) of 17 C.F.R. §240.15c3-3, and (2) the Company is filing this Exemption Report relying on Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. §240.17a-5 because the Company limits it business activities exclusively to (a) private placement of securities; (b) direct participation programs and limited partnerships; (c) best efforts underwriter; and (d) broker or dealer involved in networking, kiosk or similar arrangement with a bank; and (3) the Company stated it did not directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers, 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. The Company's management is responsible for compliance with the provisions of Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. §240.17a-5 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 the Company'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 Company's business activities contemplated by Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. §240.17a-5. **Charlotte, North Carolina March 2, 2026** {19}------------------------------------------------ ![](_page_19_Picture_1.jpeg) ### **Independent Registered Public Accounting Firm's Agreed-Upon Procedures Report on General Assessment Reconciliation (Form SIPC-7)** Audit Committee and Board of Directors of Uwharrie Capital Corp and its wholly-owned subsidiary, The Strategic Alliance Corporation Albemarle, North Carolina We have performed the procedures included in Rule 17a-5(e)(4) under the *Securities Exchange Act of 1934* and in the Securities Investor Protection Corporation (SIPC) Series 600 Rules, which are enumerated below on the accompanying General Assessment Reconciliation (Form SIPC-7) for the year ended December 31, 2025. Management of The Strategic Financial Alliance Corporation (the "Company"), a wholly-owned subsidiary of Uwharrie Capital Corp, is responsible for its Form SIPC-7 and for its compliance with the applicable instructions on Form SIPC-7. Management of the Company has agreed to and acknowledged that the procedures are appropriate to meet the intended purpose of assisting you and SIPC in evaluating the Company's compliance with the applicable instructions on Form SIPC-7 for the year ended December 31, 2025. In addition, SIPC has agreed to and acknowledged that the procedures performed are appropriate for their intended purpose. This report may not be suitable for any other purpose. The procedures performed may not address all the items of interest to a user of this report and may not meet the needs of all users of this report and, as such, users are responsible for determining whether the procedures performed are appropriate for their purposes. The sufficiency of these procedures is solely the responsibility of those parties specified in this report. Consequently, we make no representation regarding the sufficiency of the procedures described below either for the purpose for which this report has been requested or for any other purpose. The procedures we performed and our findings are as follows: - 1. Compared the listed assessment payments in Form SIPC-7 with respective cash disbursement records entries, noting no differences; - 2. Compared the Total Revenue amounts reported on the Annual Audited Report Form X-17A-5 Part III for the year ended December 31, 2025, with the Total Revenue amounts reported in Form SIPC-7 for the year ended December 31, 2025, noting no differences; - 3. Compared any adjustments reported in Form SIPC-7 with supporting schedules and working papers, noting no differences; - 4. Recalculated the arithmetical accuracy of the calculations reflected in Form SIPC-7 and in the related schedules and working papers supporting the adjustments noting no differences; and - 5. Compared the amount of any overpayment applied to the current assessment with the Form SIPC-7 on which it was originally computed, noting no differences. {20}------------------------------------------------ We were engaged by the Company to perform this agreed-upon procedures engagement and conducted our engagement in accordance with attestation standards established by the AICPA and in accordance with the standards of the Public Company Accounting Oversight Board (United States). We were not engaged to, and did not conduct an examination or a review engagement, the objective of which would be the expression of an opinion or conclusion, respectively, on the Company's Form SIPC-7 and for its compliance with the applicable instructions on Form SIPC-7 for the year ended December 31, 2025. Accordingly, we do not express such an opinion or conclusion. Had we performed additional procedures, other matters might have come to our attention that would have been reported to you. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements related to our agreed-upon procedures engagement. This report is intended solely for the information and use of the Company, and the SIPC and is not intended to be and should not be used by anyone other than these specified parties. **Charlotte, North Carolina March 2, 2026** {21}------------------------------------------------ #### **GENERAL ASSESSMENT FORM** For the fiscal year ended \_\_\_\_\_\_\_\_\_\_ 12/31/2025 | | | Determination of "SIPC NET Operating Revenues" and General Assessment for:
MEMBER NAME
THE STRATEGIC ALLIANCE CORPORATION | SEC No.
8-46341 | | |---|---------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------|-------------------------------------| | | | 1/1/2025
For the fiscal period beginning ______________ and ending ____________ | 12/31/2025 | | | 1 | | Total Revenue (FOCUS Report – Statement of Income (Loss) – Code 4030) | | \$ 765,883.00
__________________ | | 2 | Additions: | | | | | | a Total
revenues
subsidiaries) | from
the
securities
business
of
subsidiaries
(except
foreign
and
predecessors
not
included
above. | __________________ | | | | b Net
loss
from | principal
transactions
in
securities
in
trading
accounts. | __________________ | | | | c Net
loss
from | principal
transactions
in
commodities
in
trading
accounts. | __________________ | | | | d Interest
and | dividend
expense
deducted
in
determining
item
1. | __________________ | | | | e Net
loss
from
distribution
of | management
of
or
participation
in
the
underwriting
or
securities. | __________________ | | | | f Expenses
other | than
advertising,
printing,
registration
fees
and
legal
fees
deducted in determining net profit management of or participation in
underwriting or distribution of securities. | __________________ | | | | | g Net loss from securities in investment accounts. | __________________ | | | | | h Add lines 2a through 2g. This is your total additions. | | \$ 0.00
__________________ | | 3 | Add lines 1 and 2h | | | \$ 765,883.00
__________________ | | 4 | Deductions: | | | | | | | a Revenues from the distribution of shares of a registered open end investment
company or unit investment trust, from the sale of variable annuities, from the
business of insurance, from investment advisory services rendered to
registered investment companies or insurance company separate accounts
and from transactions in security futures products. | \$ 329,115.00
__________________ | | | | | b Revenues from commodity transactions. | __________________ | | | | | c Commissions, floor brokerage and clearance paid to other SIPC members
in connection with securities transactions. | \$ 11,428.00
__________________ | | | | | d Reimbursements for postage in connection with proxy solicitations. | __________________ | | | | | e Net gain from securities in investment accounts. | __________________ | | | | that | f 100% commissions and markups earned from transactions in (I) certificates
of deposit and (ii) Treasury bills, bankers acceptances or commercial paper
mature nine months or less from issuance date. | __________________ | | | | | g Direct expenses of printing, advertising, and legal fees incurred in connection
with other revenue related to the securities business (revenue defined by
Section 16(9)(L) of the Act). | __________________ | | | | | h Other revenue not related either directly or indirectly to the securities business.
Deductions in excess of \$100,000 require documentation | \$ 139,701.00
__________________ | | | 5 | of Income (Loss) -
not | a Total interest and dividend expense (FOCUS Report - Statement
Code 4075 plus line 2d above) but
in excess of total interest and dividend income
__________________ | | | | | Code 3960) | b 40% of margin interest earned on customers securities accounts
(40% of FOCUS Report - Statement of Income (Loss)
-
__________________ | | | | | | c Enter the greater of line 5a or 5b | \$ 0.00
__________________ | | | 6 | | Add lines 4a through 4h and 5c. This is your total deductions. | | \$ 480,244.00
__________________ | {22}------------------------------------------------ | SIPC-7
37 REV 0722 | | | SECURITIES INVESTOR PROTECTION CORPORATION | | SIPC-7
37 REV 0722 | |-----------------------|------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------|------------------------------------------------------------------|-------------------------------------| | | | | GENERAL ASSESSMENT FORM | | | | | | | 12/31/2025
For the fiscal year ended __________ | | | | 7 | Subtract line 6 from line 3. This is your SIPC Net Operating Revenues. | | | | \$ 285,639.00
__________________ | | 8 | Multiply line 7 by .0015. This is your General Assessment. | | | | \$ 428.00
__________________ | | 9 | | Current overpayment/credit balance, if any | | | \$ 0.00
__________________ | | 10 | | 2025
General assessment from last filed
_____
SIPC-6 or 6A | | \$ 180.00
__________________ | | | | d Add lines 11a through 11c | 2025
11 a Overpayment(s) applied on all _____ SIPC-6 and 6A(s)
b Any other overpayments applied
2025
c All payments applied for _____ SIPC-6 and 6A(s) | \$ 0.00
__________________
\$ 0.00
__________________
\$ 180.00
__________________ | \$ 180.00
__________________ | | | 12 | LESSER of line 10 or 11d. | | | | \$ 180.00
__________________ | | | 13 a Amount from line 8
b Amount from line 9 | | | \$ 428.00
__________________
\$ 0.00
__________________ | | | | c Amount from line 12 | d Subtract lines 13b and 13c from 13a. This is your assessment balance due. | | \$ 180.00
__________________ | \$ 248.00
__________________ | | 14 | 0
Interest (see instructions) for ______ days late at 20% per annum | | | | \$ 0.00
__________________ | | 15 | | Amount you owe SIPC. Add lines 13d and 14. | | | \$ 248.00 | | 16 | | Overpayment/credit carried forward (if applicable) | | | \$ 0.00
__________________ | | SEC No.
8-46341 | | Designated Examining Authority
DEA: FINRA | FYE
2025 | Month
Dec | | | | MEMBER NAME
MAILING ADDRESS | THE STRATEGIC ALLIANCE CORPORATION
PO BOX 1517
ALBEMARLE, NC 28002 | | | | Subsidiaries (S) and predecessors (P) included in the form (give name and SEC number) UNITED STATES By checking this box, you certify that you have the authority of the SIPC member to sign this form; that all information in this form is true and complete; and that on behalf of the SIPC member, you are authorized, and do hereby consent, to the storage and handling by SIPC of the data in accordance with SIPC's Privacy Policy ✔ | THE STRATEGIC ALLIANCE CORPORATION | Misty Thornburg | |--------------------------------------------------------|---------------------------------| | ______________________________________________________ | _______________________________ | | (Name of SIPC Member) | (Authorized Signatory) | | 2/27/2026 | mthornburg@uwharrie.com | | ______________________________________________________ | _______________________________ | | (Date) | (e-mail address) | Completion of the "Authorized Signatory" line will be deemed a signature. *This form and the assessment payment are due 60 days after the end of the fiscal year.* Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.