# MFR SECURITIES, INC. X-17A-5 (2026-02-26) — Broker-dealer annual report - Company: MFR SECURITIES, INC. - Form: X-17A-5 - Filed: 2026-02-26 - Period: 2025-12-31 - Accession: 0000922104-26-000001 - CIK: 922104 - File #: 8-47186 - Type: Broker-dealer - Material weakness: No - Auditor: Reynolds & Rowella, LLP - Auditor location: New Canaan, CT - Contact: George Ramirez - Phone: 2124165036 - Email: georgem@mfr.com - Website: mfr.com - Signed by: George Ramirez (Chief Executive Officer) Original filing: https://www.sec.gov/Archives/edgar/data/922104/000092210426000001/mfrsec25public.pdf --- {0}------------------------------------------------ Statement of Financial Condition and Notes December 31, 2025 {1}------------------------------------------------ | 01/01/25
12/31/25 | | | | | | |--------------------------------------------|---------------------------------|------|-------|--|--| | | | | | | | | | | | | | | | MFR Securities, Inc. | | | | | | | ■ | | | | | | | | | | | | | | 2150 Goodlette Frank Road North, Suite 650 | | | | | | | | | | | | | | Naples | FL | | 34102 | | | | | | | | | | | | | | | | | | George Ramirez | 212-416-5036
GeorgeM@mfr.com | | | | | | | | | | | | | | | | | | | | | | | | | | | Reynolds & Rowella, LLP | | | | | | | 51 Locust Avenue | New Canaan | CT | 06840 | | | | 04/23/2009 | | 3448 | | | | | | | | | | | {2}------------------------------------------------ #### OATH OR AFFIRMATION | I George Ramirez | , swear (or affirm) that, to the best of my knowledge and belief, the | | |-----------------------------------------------------------------|-----------------------------------------------------------------------|-------| | financial report pertaining to the firm of MFR Securities, Inc. | | as of | | 10101 | | | 12/31 , 2025 , is true and correct. I further swear (or affirm) that neither the company nor any partner, officer, director, or equivalent person, as the case may be, has any proprietary interest in any account classified solely as that of a customer. Signature Title: Chief Executive Officer # This filing \*\* contains (check all applicable boxes): - = (a) Statement of financial condition. - @ (b) Notes to consolidated statement of financial condition. - □ (c) Statement of income (loss) or, if there is other comprehensive income in the period(s) presented, a statement of comprehensive income (as defined in § 210.1-02 of Regulation S-X). - [ (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. - [ (i) Computation of tangible net worth under 17 CFR 240.18a-2. - [] Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.15c3-3. - [ | |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. - [1) Computation for Determination of PAB Requirements under Exhibit A to § 240.15c3-3. - [ (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. - □ (p) Summary of financial data for subsidiaries not consolidated in the statement of financial condition. - | | | Oath or affirmation in accordance with 17 CFR 240.17a-12, or 17 CFR 240.18a-7, as applicable. - [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. - | |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 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. - □ (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. - | |x| Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.17a-12, as applicable. - | (y) Report describing any material inadequacies 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). - □ (z) Other: - \*\* To request confidential treatment of certain portions of this filing, see 17 CFR 240.17a-5(e)(3) or 17 CFR 240.180-7(d)(2), as applicable. {3}------------------------------------------------ | | Page(s) | |---------------------------------------------------------|---------| | Report of Independent Registered Public Accounting Firm | | | Statement of Financial Condition | | | Notes to Financial Statement | 3-10 | {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) ## REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholder of MFR Securities, Inc. #### Opinion on the Financial Statement We have audited the accompanying statement of financial condition of MFR Securities, Inc. as of December 31, 2025, 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 MFR Securities, Inc. as of December 31. 2025 in conformity with accounting principles generally accepted in the United States of America. #### Basis for Opinion This financial statement is the responsibility of MFR Securities, Inc.'s management. Our responsibility is to express an opinion on MFR Securities, Inc.'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 MFR Securities, Inc. 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 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. Reynolds + Rowella, LLP We have served as MFR Securities, Inc.'s auditor since 2007. New Canaan, Connecticut February 26, 2026 {5}------------------------------------------------ # MFR Securities, Inc. Statement of Financial Condition As of December 31, 2025 | Assets | |--------| |--------| | S
Cash and cash equivalents
9,072,955
Due from clearing organization
625,280
Commissions receivable
821
Underwriting fees receivables
234,744
Investments, at fair value
29,139
Prepaid income taxes
14,426
Prepaid expenses and other assets
38,500
Security deposits
106,271
Operating lease right of use asset
320,783
10,442,919
S
Total Assets
Liabilities and Shareholder's Equity
Liabilities
S
Accounts payable, accrued expenses and other liabilities
99,204
Employee compensation payable
628,549
Income taxes payable
130,961
321,072
Operating lease liability
1,179,786
Common stock, no par value, 200 shares authorized,
100 issued, and outstanding
2,000
Additional paid in capital
4,842,242
Retained earnings
4,418,891
9,263,133
S
10,442,919 | | | |-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------|--| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total Liabilities | | | | Shareholder's Equity | | | | | | | | | | | | | | | | | | | | Total Shareholder's Equity | | | | Total Liabilities and Shareholder's Equity | | See accompanying notes to financial statement. {6}------------------------------------------------ # 1. Nature of Operations and Summary of Significant Accounting Policies # Nature of Operations MFR Securities, Inc. (the "Company"), a wholy-owned subsidiary of Maria Fiorini Ramirez, Inc. (the "Parent"), is a brokerdealer registered with the Securities and Exchange Commission ("SEC") and a member of the Financial Industry Regulatory Authority ("FINRA"). The Company's operations consist primarily of engaging in riskless principal transactions and providing investment banking services. # Basis of Presentation The financial statement has been prepared in conformity with accounting principles generally accepted in the United States of America. # Cash Equivalents The Company has defined cash equivalents as highly liquid investments, with original maturities of three months or less. ### Estimates The preparation of financial statements in conformity with accounting standards generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assess and liabilities at the financial statement. Actual results could differ from those estimates. # Due from Clearing Organization Due from clearing organization includes a required clearing deposit of \$250,000 that the Company maintains with its clearing broker. As of December 31, 2025, the remaining receivable amount due from the clearing organization represents cash maintained by the Company with its clearing broceeds from trading activities that have not yet been remitted from the clearing organization to the Company. At December 31, 2025 and 2024, the balances were \$375,280 and \$464,360 respectively. # Underwriting Fees Receivables Underwriting fees receivables represent net amounts due to the Company from issuers for participatings. At December 31, 2025 and 2024, the balances were \$234,744 and \$204,733 respectively. {7}------------------------------------------------ # Commissions Receivable Commissions receivable represent amounts due to the distribution of commercial paper and Yankee certificates of deposit from the issuers of these securities. At December 31, 2025 and 2024, the balances were \$821 and \$28,501 respectively. # Fees Receivable Fees receivable are carried at the amounts billed to customers, net of an allowance for credit losses, which is an estimate for credit losses based on a review of all outstanding amounts. There were no fee receivables at December 31, 2025 and 2024. # Allowance for credit losses The Company applies ASC Topic 326, Financial Instruments - Credit Losses ("ASC 326") the impairment model for certain financial assets measured at amortized cost by requiring a current expected credit loss ("CECL") methodology to estimate expected credit losses over the entire life of the financial asset, recorded at inception or purchase. Under the accounting update, the Company has the ability to determine there are no expected credit losses in certain circumstances. The allowance for credit lossed on the Company's expectation of the collectability of financial instruments carred at amortized cost, including commissions and fees receivable utilizing the CECL framework. The Company considers factors such as historical experience, credit quality, age of balances and current and future economic conditions that may affect the Company's expectation of the collectability in determining the allowance for credit losses. The Company's expectation is that the credit risk associated with commissions and fees receivables is not significant until they are 90 days past due on the contractual arrangement and expectation in accordance with industry standards. Management does not believe that an allowance is required as of December 31, 2025. ### Office Furniture and Equipment Office furniture and equipment is stated at cost less accumulated depreciation. The Company calculates depreciation using the straight-line method over an estimated useful life of 5 to 7 years. Office furniture and equipment at cost and accumulated depreciation was \$47,649 respectively, with a net book value of \$0 at December 31, 2025. ### Income Taxes Effective January 1, 2019, the Company elected to change its tax classification from an S corporation for federal, state and local income tax purposes. All federal and state income taxes are the responsibility of the Parent since the Company is included in the Parent's consolidated tax returns. {8}------------------------------------------------ Management has evaluated the Company's tax positions and concluded that the Company has taken no uncertain tax positions that require adjustment to or disclosure in the financial statement. The Company's 2025 tax years are open for examination by the federal, state and local tax authorities. Effective January 1, 2025, the Company adopted Accounting Standards Update (ASU) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 requires regarding income taxes, including disaggregated information about income (or loss) from continuing operations before income tax expense (or benefit) by domestic and foreign sources, and income (or benefit) by federal, state, and foreign jurisdictions. The ASU also requires a more detailed reconciliation of the statutory federal income tax rate, with reconciling items presented in specified categories and additional qualitative information items. Further, the ASU requires disclosure of income taxes paid (net of refunds received) disaggregated by jurisdiction. The Company adopted the standard as required for its fiscal year beginning January 1, 2025. The adoption of ASU 2023-09 did not have a material impact on the Company's financial position or results of operations, but resulted in enhanced income tax disclosures. # Fair Value Measurements The Company records its financial assets and liabilities at fair value. The accounting standard for fair value provides a framework for measuring fair value, clarifies the definition of fair value and expands disclosures regarding fair value measurements. Fair value is defined as the price that would be received to see or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The accounting standard establishes a three-tier hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Inputs other than Level 1 that are observable, either directly, such as quoted prices for similar assets or liabilites; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. A financial instrument's level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. {9}------------------------------------------------ The following is a description of the valuation methodologies used for instruments measured at fair value: ## Common Stock The fair value of equity securities is the based on quoted market prices, when available, or market prices provided by recognized broker dealers. # Leases The Company recognizes and measures its leases in accordance with FASB ASC 842, Leases. The Company is a lessee in a noncancelable operating lease, for office space in Florida. The Company recognized a lease liability and a right of use (ROU) asset as of December 1, 2025. The lease was initially and subsequently recognized based on the present value of its future lease payments. The discount rate if it was readly determinable or otherwise the Company used its incremental borrowing rate. The implicit rate of the lease was not readily determinable and accordingly, the Company used the incremental borrowing rate based on the information available at the commencement date for its lease. The Company's incremental borrowing rate for its lease was the rate of interest it would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar economic environment. The ROU asset was subsequently measured throughout the lease term at the remeasured lease liability (i.e., present value of the remaining lease payments), plus unamortized initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received, and any impairment recognized. Lease payments were recognized on a straight-line basis over the lease term. The Company has elected, for all underlying classes of assets, to not recognize ROU assets and lease liabilities for short-term leases that have a lease term of 12 months or less at lease commencement, and do not include an option to purchase the underlying asset that the Company is reasonably certain to exercise. The Company recognizes the lease cost associated with its short-term leases on a straight-line basis over the lease term. ### Segment Reporting The Company has adopted Accounting Standards Update ("ASU") 2023-07, Improvements to Reportable Segment Disclosures ("ASU 2023-07"), which requires incremental disclosures about reportable segments but does not change the definition of a segment or the guidance for determining reportable segments. The new guidance of significant segment expenses that are (1) regularly provided to (or easily computed from information regularly provided to) the chief operating decision maker ("CODM") and (2) included in the reported measure of segment profit or loss. The new standard also requires companies to disclose the title and position of the name of the committee) identified as the CODM, allows companies to disclose multiple measures of segment profit or loss if those measures are used to assess performance and allocate resources, and is applicable to companies with a single reportable segment. The Company adopted the additional disclosure requirements under ASU 2023-07 in 2024. The additional requirements did not have a material impact on the Company's financial statement. {10}------------------------------------------------ ## 2. Fair Value of Investments The assets that are measured at fair value on a recurring basis and categorized using the three levels of fair value hierarchy consisted of the following as of December 31, 2025: | | Level 1 | | Level 2 | | Level 3 | | Total | | |--------------|---------|-----------|---------|---------------|---------|--------|-------|--------| | Common stock | | 29,139 \$ | | - - \$ - \$ - | | - - \$ | | 29,139 | | Total | | 29,139 \$ | | | | | | 29,139 | The Company's common stock are classified within Level 1 of the fair value hierarchy because they are quoted market prices derived from active markets. # 3. Operating Leases The Company previously leased office space under a noncancelable operating lease in New York. This office lease in New York commenced on November 1, 2016 and expired on October 31, 2024. The Company renewed the office lease in New York effective November 1, 2024 and the lease expired on December 31, 2025. The Company maintained a security deposit of \$72,077 on this New York office lease. As of December 31, 2025, this security deposit was not yet returned to the Company. The Company entered into a new office lease in New York effective January 1, 2026. This new operating lease expires on December 31, 2026. The Company maintains a security deposit of \$3,950 for this new New York office lease. Effective December 1, 2025, the Company entered into a new lease for office space under a noncancelable operating lease in Florida. This office lease in Florida commenced on December 1, 2025 and expires on November 30, 2028. The Company maintains a security deposit of \$28,665 on the new Florida office lease. The Company also has another office lease in Florida that has been in place since 2021. This lease agreement is on a month-tomonth basis and can be canceled with 30 days notice. The Company maintains a security deposit of \$1,579 for this lease. The operating lease right-of-use asset and lease liability as of December 31, 2025 are as follows: Operating lease right of use asset \$320,783 Operating lease liability \$321,072 Supplemental Information: Weighted average remaining lease term: 35 Months Weighted average discount rate: 4.77% {11}------------------------------------------------ Aggregate future minimum lease payments under noncancelable operating leases as of December 31, 2025 are as follows: | Year Ending December 31, | | | |---------------------------------|---|----------| | 2026 | સ | 114,947 | | 2027 | | 118,395 | | 2028 | | 111,506 | | Total minimum payments required | | 344,848 | | Less imputed interest | | (23,776) | | Total operating lease liability | S | 321,072 | # 4. Income Taxes At December 31, 2025, the Company had a current federal income tax payable of \$76,493, current state and local income taxes payable of \$54,468 and current state and local income taxes receivable of \$14,426 in the accompanying statement of financial condition. The federal effective tax rate differs from the statutory federal tax rate of 21% primarily due to state apportionment changes, state and local income taxes, and permanent book and tax differences. The state and local effective tax rates differs from the applicable state and local statutory tax rates of 6.5% and 8.85% primarily due to state apportionment changes and permanent book and tax differences. Defered taxes anse from temporary differences between the financial statement and tax bases of assets and liabilities and are measured using the enacted tax rates and laws which are expected to be in effect when the related temporary differences reverse. Deferred tax assets are evaluated for realization based on available evidence of projected future reversals of existing taxable temporary differences and certain assumptions made regarding future events. A valuation allowance is provided when it is more likely than not that some portion or all of the deferred tax asset will not be realized. As of December 31, 2025, the Company did not recognize any deferred taxes since there were no material temporary differences between the financial statement and tax bases of assets and liabilities. # 5. Segment Reporting The Company is engaged in a single line of business as a securities broker-dealer with operations consisting primarily of engaging in riskless principal transactions and provides. The Company has identified its Chief Executive Officer as the chief operating decision maker ("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 (see Note o), which is not a measure of profit and loss, to make operational decisions while maintaining capital as whether to remvest profits or pay distributions. The Company's operations consiting segment and therefore, a single reportable segment, because the business activites using information of the Company as a whole. The {12}------------------------------------------------ accounting policies used to measure the profit and loss of the same as those described in the summary of significant accounting policies. The Company's segment assets and liabilities are the same as those reported in the Company's statement of financial condition. # 6. Net Capital and Aggregate Indebtedness Requirements The Company is subject to the Securities and Exchange Commission's Uniform Net Capital Rule 15c3-1 (SEC Rule 15c3-1), which requires the Company to maintain a minimum net capital balance and a ratio of aggregate indebtedness to net capital not exceeding 15 to 1. At December 31, 2025, the Company's net capital balance as defined by SEC Rule 15c3-1 was \$8,864,000 which exceeded the minimum requirement of \$100,000. At December 31, 2025, the Company's aggregate indebtedness to net capital as defined by SEC Rule 15c3-1 was 0.10 to 1.0. # 7. Rule 15c3-3 Exemption The Company is exempt from the provisions of Part 240 Rule 15c3-3 of the Securities Exchange Act of 1934 (SEC Rule 15c3-3) under paragraph (k)(2)(ii) in that the Company, as an introducing broker or dealer, clears all transactions with and for customers on a fully disclosed basis with a clearing agent, and promptly transmits all customer funds and securities to the clearing agent who caries all of the accounts of such customers and maintains and preserves such books and records pertaining thereto pursuant to the requirements, as are customarily made and kept by a clearing agent. The Company's other business activities contemplated by Footnote 74 of the SEC Release No. 34-70073 amendments to 17 C.F.R. § 240.172-5 are limited to participations of securities (other than firm commitment underwritings) in accordance with the requirements of paragraphs (a) or (b)(2) of Rule 15c2-4; and the Company (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. # 8. Concentration of Credit Risk The Company maintains cash in bank accounts in excess of the established limit insured by the Federal Deposit Insurance Corporation (FDIC). At December 31, 2025, the Company had a total of \$8,794,762 in excess of the insured limits, all held at TD Bank. The Company has not experienced any losses in such accounts and believes there is little or no exposure to any significant credit risk. # 9. Related Parties The Company records provisions for federal and reimburses the Parent for taxes incurred and attributable to the Company's income which is reported in the Parent Company's tax return. All federal and state income taxes are the responsibility of the Parent since the Company is included in the Parent's consolidated tax return. {13}------------------------------------------------ Notes to Financial Statement December 31, 2025 # 10. Contingencies Pursuant to its clearance agreement, the Company introduces all of its clearing organization on a fully-disclosed basis. Therefore, all customer account balances and positions are carried on the clearing organization. The Company has agreed to indemnify the clearing broker for losses, if any, which the clearing organization may sustain from carrying securities transactions in the Company. The clearing deposit of \$250,000 is pursuant to this agreement and is included in due from clearing organization at December 31, 2025 in the statement of financial condition. The Company may be subject to claims and litigation in the ordinary course of business. In management's opinion, based upon the information available at this time there are no litigation claims against the Company that would have a material impact on the financial position or operating results of the Company. # 11. Subsequent Events The Company has evaluated subsequent events through February 26, 2026, the date of issuance of the accompanying financial statement. There were no subsequent events identified by the Company that require adjustments to or disclosure in the financial statement. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.