# CEROS FINANCIAL SERVICES, INC. X-17A-5 (2026-04-01) — Broker-dealer annual report - Company: CEROS FINANCIAL SERVICES, INC. - Form: X-17A-5 - Filed: 2026-04-01 - Period: 2025-12-31 - Accession: 0000935560-26-000003 - CIK: 935560 - File #: 8-47955 - Type: Broker-dealer - Material weakness: No - Auditor: Kieter CPA - Auditor location: Glen Allen, VA - Contact: Kim Powell - Phone: 2402231990 - Website: keitercpa.com - Signed by: Mark Goldwasser (CEO) Original filing: https://www.sec.gov/Archives/edgar/data/935560/000093556026000003/2025cfsifinancialstatements2.pdf --- {0}------------------------------------------------ {1}------------------------------------------------ | | OATH OR AFFIRMATION | | | | | |-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
I. Mark Goldwasser
, as of | | | | | | | | financial report pertaining to the firm of Cerus Financial Services, Inc.
2 025 , is true and correct. I further swear (or affirm) that neither the company nor any
December 31 | | | | | | | partner, officer, director, or equivalent person, as the case may be, has any proprietary interest in any account classified solely | | | | | | | as that of a fustomer. | | | | | | | Signature | | | | | | | RA PARRA BEDTU
0
MY CONNISSION
10
XPIRES 10-30-2029 | | | | | | | This filing o contains (check all applicable boxes): | | | | | | | (a) Statement of linancial condition. | | | | | | | [b) Notes to consolidated statement of financial condition. | | | | | | | (c) Statement of income (loss) or, if there is other comprehensive in the period(s) presented, a statement of
comprehensive income (as defined in § 210.1-02 of Regulation 5-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 200.15c3-3. | | | | | | | [ [k] Computation for determination of security-based swap reserve requirements pursuant to Exhibit B to 17 CFR 240 15c3-3 of
Exhibit A to 17 CFR 240.182-4, 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 langible net | | | | | | | worth under 17 CFR 240.15c3-1, 17 CFR 240.182-1, or 17 CFR 240.18a-2, as applicable, and the reverve requirements under 17
CFR 240.15c3-3 or 17 CFR 240.18a-4, as applicable, it 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. | | | | | | | (q) Oath or affirmation in accordance with 17 CFR 240.17a-5, 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 report or financial statements under 17
CFR 240.172-5, 17 CFR 240.182-7, 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-501 17
CFR 240.183-7, as applicable | | | | | | | [x] Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.15c3-1e or 17 CFR 240.17a-12,
as applicable, | | | | | | | [] (y) Report describing any material inadequacies found to have existed since the date of the previous audit, or
a statement that no material inadequacies exist, under 17 CFR 240.17a-12(k). | | | | | {2}------------------------------------------------ # Ceros Financial Services, Inc. Financial Statements Year Ended December 31, 2025 SEC ID 8-47955 Financial Statement and Supplemental Information Pursuant to Rule 17a-5 of the Securities and Exchange Commission Section 1.17 of the Regulations Under the Commodity Exchange Act as a Public Document For the Year Ended December 31, 2025 {3}------------------------------------------------ #### **CEROS FINANCIAL SERVICES, INC. FINANCIAL STATEMENTS AND INDEPENDENT AUDITORS' REPORT DECEMBER 31, 2025** #### **CONTENTS** | | PAGE | |-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------| | Report of Independent Registered Public Accounting Firm | 1-2 | | FINANCIAL STATEMENTS | | | Statement of Financial Condition | 3 | | Statement of Operations | 4 | | Statement of Changes in Stockholder's Equity | 5 | | Statement of Cash Flows | 6 | | Notes to Financial Statements | 7-16 | | 6
SUPPLEMENTAL INFORMATION | | | Schedule I – Computation of Net Capital Pursuant to Rule 15c3-1 of the
Securities Exchange Commission Act of 1934 | 17-18 | | Schedule II – Exemption Provision of Reserve Requirements
Pursuant to Rule 15c3-3 of the Securities Exchange Act of 1934 | 19 | | Exemption Report: | | | Report of Independent Registered Public Accounting Firm | 20 | | Management's Exemption Report | 21 | | CFTC Material Inadequacies Letter: | | | Report of Independent Registered Public Accounting Firm on Internal
Controls Required by CFTC Regulation 1.16(c)(5) For an Introducing
Broker Registered Under CFTC Regulation 3.10 | 22-23 | {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) #### **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To the Board of Directors and Stockholder of Ceros Financial Services, Inc. Rockville, Maryland #### **Opinion on the Financial Statements** We have audited the accompanying statement of financial condition of Ceros Financial Services, Inc. (the "Company") as of December 31, 2025, the related statements of operations, changes in stockholder's equity, and cash flows for the year 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 the results of its operations and its cash flows for the year 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 audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. > **Certified Public Accountants & Consultants** 4401 Dominion Boulevard Glen Allen, VA 23060 T:804.747.0000 F:804.747.3632 www.keitercpa.com {5}------------------------------------------------ #### **Auditor's Report on Supplemental Information** The Computation of Net Capital Pursuant to Rule 15c3-1 of the Securities Exchange Act of 1934 and the Exemption Provision of Reserve Requirements Pursuant to Rule 15c3-3 of the Securities Exchange Act of 1934 (collectively referred to as the "supplemental information") have been subjected to audit procedures performed in conjunction with the audit of the Company's financial statements. The supplemental information is the responsibility of 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 C.F.R. §240.17a-5. In our opinion, the Computation of Net Capital Pursuant to Rule 15c3-1 of the Securities Exchange Act of 1934 and the Exemption Provision of Reserve Requirements Pursuant to Rule 15c3-3 of the Securities Exchange Act of 1934 are fairly stated, in all material respects, in relation to the financial statements as a whole. We have served as the Company's auditor since 2018. Glen Allen, Virginia February 27, 2026 {6}------------------------------------------------ #### **CEROS FINANCIAL SERVICES, INC. STATEMENT OF FINANCIAL CONDITION DECEMBER 31, 2025** | | ASSETS | | |--------------------------------------|-------------|--| | | | | | Cash and Cash Equivalents - Net | \$514,561 | | | Receivable from Clearing Firm | 383,878 | | | Right of Use Assets - Net | 80,884 | | | Deposits with Clearing Firms | 3,167,607 | | | Accounts Receivable | 573,545 | | | Related Party Receivables | 153,517 | | | Prepaid Compensation | 492,807 | | | Deferred Tax Asset - Net | 3,632 | | | Income Taxes Receivable | 64,186 | | | Prepaid Expenses and Deposits | 315,189 | | | Property and Equipment – Net | 58,911 | | | Total Assets | \$5,808,717 | | | LIABILITIES AND STOCKHOLDER'S EQUITY | | | ## **LIABILITIES** | Commissions Payable
Accounts Payable and Accrued Expenses - Net
Unearned Revenue
Operating Lease Liability | \$2,489,295
648,809
809,236
74,693 | |---------------------------------------------------------------------------------------------------------------------|--------------------------------------------------| | Total Liabilities | 4,022,033 | | STOCKHOLDER'S EQUITY | | | Common Stock
Additional Paid in Capital
Preferred Stock
Retained Deficit | 1,150,000
1,191,443
900,000
(1,454,759) | | Total Stockholder's Equity | 1,786,684 | | Total Liabilities and Stockholder's Equity | \$5,808,717 | See accompanying notes to financial statements 3 {7}------------------------------------------------ #### **CEROS FINANCIAL SERVICES, INC. STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2025** | REVENUES | | |------------------------------------------------|---------------| | Commissions | \$3,693,537 | | Managed Account Service Fees | 32,336 | | Private Placements | 60,698,165 | | Sale of Investment Company Shares | 14,860,138 | | Other Advisory Income and Reimbursements | 41,308 | | Interest and Dividends | 322,773 | | Other Income | 3,151,815 | | Total Revenue | 82,800,072 | | EXPENSES | | | Commissions and Other Compensation | 15,562,254 | | Compensation and Benefits | 2,246,276 | | Clearing, Transaction, and Related Costs - Net | 1,551,110 | | Private Placement Costs | 60,973,657 | | Business Development and Occupancy | 1,258,650 | | Depreciation | 25,748 | | Professional Fees and Other Operating Expenses | 1,844,658 | | Dues and Subscriptions | 194,958 | | Other Expense | 331,758 | | Commissions Paid to Affiliate | 11,249 | | Total Expenses | 84,000,318 | | Net Loss before Income Tax Expense | (1,200,246) | | Income Tax Expense | (494,209) | | Net Loss | \$(1,694,455) | See accompanying notes to financial statements 4 {8}------------------------------------------------ #### **CEROS FINANCIAL SERVICES, INC. STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY FOR THE YEAR ENDED DECEMBER 31, 2025** | | Common
Stock | Additional
Paid In
Capital | Preferred
Stock | Retained
Earnings
(Deficit) | Total | |----------------------------------|-----------------|----------------------------------|--------------------|-----------------------------------|-------------| | Balance January 1, 2025 | \$1,150,000 | \$726,443 | \$900,000 | \$239,696 | \$3,016,139 | | Contributions | - | 465,000 | - | - | 465,000 | | Net Loss
Balance December 31, | - | - | - | (1,694,455) | (1,694,455) | | 2025 | \$1,150,000 | \$1,191,443 | \$900,000 | \$(1,454,759) | \$1,786,684 | {9}------------------------------------------------ #### **CEROS FINANCIAL SERVICES, INC. STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2025** #### **CASH FLOWS FROM OPERATING ACTIVITIES:** | Net Loss | \$(1,694,455) | |--------------------------------------------------|---------------| | Adjustments to reconcile Net Loss to | | | Net Cash from Operating Activities: | | | Depreciation | 25,748 | | Non-Cash Lease Activity | (6,191) | | Deferred Income Taxes | 516,585 | | Change in Operating Assets and Liabilities: | | | Receivable from Clearing Firm | 7,520 | | Deposits with Clearing Firms | 151,727 | | Accounts Receivable | 48,895 | | Related Party Receivables | (12,423) | | Prepaid Compensation | (346,695) | | Prepaid Expenses & Deposits | (6,784) | | Income Tax Receivable | (1,468) | | Commission Payable | (3,244,807) | | Accounts Payable and Accrued Expenses | (583,276) | | Unearned Revenue | (135,208) | | Net Cash Used In Operating Activities | (5,280,832) | | CASH FLOWS FROM INVESTING ACTIVITIES: | | | Purchases of Property and Equipment | (46,000) | | CASH FLOWS FROM FINANCING ACTIVITIES: | | | Contributions | 465,000 | | Net change in cash and cash equivalents | (4,861,832) | | CASH AND CASH EQUIVALENTS | | | Cash and Cash Equivalents, Beginning of the Year | 5,376,393 | | Cash and Cash Equivalents, End of the Year | \$ 514,561 | See accompanying notes to financial statements {10}------------------------------------------------ #### **NOTE 1 - ORGANIZATION AND PRINCIPAL BUSINESS ACTIVITY** Ceros Financial Services, Inc. (the Company), a Maryland corporation, primarily engages in providing investment services to its clients on an application way basis. The Company operates as an introducing broker-dealer in which all brokerage activity is handled by clearing broker-dealers, National Financial Services, LLC (NFS) and Axos Clearing, LLC (Axos), under fully disclosed clearing arrangements. The Company is a wholly owned subsidiary of DGB Holding, LLC (DGB) and a registered member of the Securities and Exchange Commission, the Financial Industry Regulatory Authority, the National Futures Association, and various state securities commissions. #### **NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES** The Company's financial statements are presented in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). The Financial Accounting Standards Board (FASB) Accounting Standards Codification (the Codification), is the single source of U.S. GAAP. #### **Revenue Recognition** *Commissions:* The Company receives commissions for the sale of mutual funds and other financial products to customers. The Company earns trail commissions and 12b-1 fees on certain mutual funds sold to customers for a specified period of time that the customer remains in the fund. The Company records trail commission revenue as trail commissions are remitted to the Company from the mutual funds. The Company believes sufficient uncertainty exists outside of the Company's control as to the length of time the customer will remain in the mutual fund and therefore does not recognize trail commission revenue until that contingency is resolved. Revenue from the sale of other financial products is recorded on the trade date. The Company believes the performance obligation is satisfied on the trade date because that is the date that the underlying purchaser is identified, the pricing has been agreed upon, and the risks and rewards of ownership have been transferred. *Investment Brokerage Fees:* The Company buys and sells securities on behalf of certain customers. Trades are run through the clearing firms, NFS and Axos, and also by direct trades run through NFS and Axos by Registered Representatives. Each time a customer enters into a buy or sell transaction, the Company charges a commission. Sale of Investment Company shares are fees generated from 12b-1 transactions earned on the funds of the Advisor as noted in the selling agreements between the Company and the Advisor. Commission revenue and related clearing expenses are recorded on the trade date. The Company believes the performance obligation is satisfied on the trade date, because that is after the underlying purchaser is identified, the pricing has been agreed upon, and the risks and rewards of ownership have been transferred. The Company provides advisory services on managed accounts for certain customers. The Company believes the performance obligation for providing advisory services is satisfied over time because the customer is receiving and consuming the benefits as they are provided by the Company. Fee arrangements are based on a percentage applied to the customers' assets under management. Fees are received throughout the year and are recognized in the period for which the advisory services are provided. {11}------------------------------------------------ #### **NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Continued)** *Other Revenue:* Managed Account Service (MAS) revenue is recorded by the Company as pass through revenue with offsetting expenses. Interest and Dividends are earned on Margin Debit Interest, Free Credit Interest and Escrow Interest of securities held in customer accounts. Other Income is miscellaneous fees that are collected by NFS and Axos from the client accounts held at NFS and Axos. Other Income also includes referral commissions to other broker dealers, consulting fee income, and other miscellaneous items. Fees from these other revenue accounts are received throughout the year and are recognized in the period for which the services are provided. *Private Placement Fees*: The Company provides advisory services in raising capital. Revenue earned for successful closings of raising capital are recognized at the point in time that performance under the arrangement is completed (the closing date of the transaction). The following table disaggregates the Company's revenue based on the timing of satisfaction of performance obligations for the year ended December 31, 2025: | Performance obligations satisfied at a point in time | \$ 81,304,454 | |------------------------------------------------------|---------------| | Performance obligations satisfied over time | 1,495,618 | | | \$ 82,800,072 | The Company had no contract assets at January 1, 2025 or December 31, 2025. The Company had no contract liabilities at January 1, 2025 and December 31, 2025. The Company had accounts receivable related to contract with customers of \$622,440 at January 1, 2025 and \$573,545 at December 31, 2025. **Concentration of Customers –** A substantial portion of the Company's revenues in a year may be received from a small number of customers. During 2025, one customer accounted for 62% of revenue. At December 31, 2025, three customers accounted for 81% of accounts receivable. **Concentration of Credit Risk** – As of December 31, 2025, the Company held substantially all of its cash and cash equivalents with Truist Bank and NFS. As of December 31, 2025, the Company had money in an NFS Miscellaneous account uninsured in the amount of \$54,764 and money in a deposit account held at NFS per the clearing agreement in excess of the insured amount of \$2,817,607. The Company has never experienced any losses in these accounts and does not believe that it is exposed to any significant concentration of credit risk. If this institution fails under their obligations as custodian of these funds the Company could lose all or a portion of its unrestricted cash balances. {12}------------------------------------------------ #### **NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Continued)** **Use of Estimates** - The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. **Cash and Cash Equivalents** - The Company considers all highly liquid instruments with original maturities of three months or less, when purchased, to be cash equivalents. **Accounts Receivable –** The Company follows FASB Standards Update (ASU) 2016-13 – Current Expected Credit Losses (CECL) for determining future expected credit losses for trade and other receivables. The Company considers an allowance for credit losses based on factors surrounding the credit risk of customers, past events, current conditions, reasonable and supportable forecasts concerning the future, and other information. Accounts Receivable recorded on the Company's statement of financial condition are cleared through NFS and Axos. Receivables from NFS and Axos consist of the following: (i) Deposits with the Company's Clearing Agency to support the Company's trading activities and (ii) net settlement receivables for net profit earned as of December 31, 2025. The Company has minimal historical credit losses. There are no current indications of non-receipt from counterparties. The Company projects no probability of future losses related to these balances. Due to these factors, as well as the short-term nature of these receivables, management has determined that these receivables have minimal credit risk and, therefore, no allowance was deemed necessary at December 31, 2025. {13}------------------------------------------------ #### **NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Continued)** **Property and Equipment, net** – Property and equipment are stated at cost, less accumulated depreciation. Expenditures for routine repairs and maintenance are charged to operations as they are incurred while those which significantly improve or extend the lives of existing assets are capitalized. Depreciation is computed using the straight-line and accelerated methods, using useful lives of five years. Depreciation expense was \$25,748 for 2025. Depreciable Property as of December 31, 2025 was as follows: | Website | \$ | 51,109 | |-----------------------------|----|-----------| | Furniture and Equipment | | 267,030 | | Leasehold Improvement | | 11,342 | | Subtotal | | 329,481 | | Accumulated Depreciation | | (270,570) | | Property and Equipment, Net | \$ | 58,911 | **Leases –** The Company records all leasing activity with initial terms in excess of twelve months on the statement of financial condition with a right to use asset and a lease liability based on the net present value of rental payments. **Income Taxes** - Income tax expense (benefit) includes federal and state taxes currently payable or receivable and, when material, deferred taxes arising from temporary differences between income for financial reporting and tax purposes and also operating losses that are available to offset future taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company complies with the Codification Topic 740, *Income Taxes* (ASC 740) which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on the enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary, to reduce the deferred income tax assets to the amount expected to be realized. In general, the prior three years tax returns filed with various taxing agencies are open to examination. {14}------------------------------------------------ #### **NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Continued)** **Income Taxes, Continued -** ASC 740 provides guidance for how uncertain tax positions should be recognized, measured, presented, and disclosed in the financial statements. ASC 740 requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Company's tax returns to determine whether the tax positions are "more-likely-than-not" of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded as tax benefit or expense in the current year. Management has evaluated the guidance surrounding uncertain income tax positions and concluded that the Company has no significant financial statement exposure to uncertain tax positions at December 31, 2025. The Company is not currently under audit by any tax jurisdiction. **Reportable Segment -** The Company follows ASU 2023-07: *Improvements to Reportable Segment Disclosures*, which requires certain disclosures related to reportable segments. The Company has a single reportable segment based on the nature of its services and regulatory environment under which it operates. The nature of business and the accounting policies of the segment are the same as described throughout Notes 1 and 2. The Company's Chief Operating Decision Maker ("CODM") is its Executive Team. The CODM assesses the reportable segment's performance and allocates resources for the reportable segment based on net income (loss) and total assets which are the same amounts in all material respects as those reported on the statement of operations and statement of financial condition **Recently Adopted Accounting Guidance** – In December 2023, the FASB issued ASU 2023-09; *Improvements to Income Tax Disclosures*, which modifies the rules on income tax disclosures to require disaggregate information amounts that a reporting entity's effective tax rate reconciliation as well as information on income taxes paid. The Company adopted the standard on January 1, 2025, using the retrospective approach. The adoption did not have a material impact on the Company's financial statements. {15}------------------------------------------------ #### **NOTE 3 - RIGHT OF USE ASSET AND OPERATING LEASE LIABILITY** The Company's lease portfolio consists of two operating leases. One operating lease is for office space in Rockville, Maryland with a lease expiring September 30, 2026. The other operating lease is for a copier with a lease expiring July 31, 2026. An operating right of use asset and operating lease liability are included on the accompanying statement of financial condition using a discount rate of 5%, the Company's estimated incremental borrowing rate. The Company elected the practical expedient to account for the non-lease components for all asset classes. Cash paid for the amounts included in the measurement of the operating lease liability was \$112,438 for the year ended December 31, 2025. Future maturities of the operating lease liability as of December 31, 2025 are as follows: | Year | Amount | |--------------------------------|---------------------------------| | 2026
Less: Implied Interest | \$83,009
(8,316)
\$74,693 | Rent expense for the year ended December 31, 2025 amounted to \$89,858 and is included in business development and occupancy expense in the accompanying statement of operations. #### **NOTE 4 - REGULATORY REQUIREMENTS** The Company is subject to the Securities and Exchange Commission Uniform Net Capital Rule (SEC Rule 15c3-1) which requires the maintenance of minimum net capital and requires that the ratio of aggregate indebtedness to net capital, shall not exceed 15 to 1. At December 31, 2025, the Company had net capital of \$1,066,091 which was \$833,448 in excess of its required net capital of \$232,643. The Company's ratio of aggregate indebtedness to net capital was 3.3 to 1. #### **NOTE 5 - OTHER REGULATORY REQUIREMENTS** The Company has no obligation under Rule 15c3-3 to prepare the Computation for Determination of Reserve Requirements Pursuant to Rule 15c3-3 {16}------------------------------------------------ #### **NOTE 6 - RELATED PARTY TRANSACTIONS** The Company is related, through common ownership and control, to Advisors Preferred, LLC and AtCap Partners, LLC. The Company has agreements with these affiliates whereby expenses incurred by the Company on behalf of the affiliates will be paid back monthly. There are also overhead expenses allocated back to Advisors Preferred, LLC and AtCap Partners, LLC based on an allocation percentage which is updated periodically based on Company personnel job duties, additions, or reductions to personnel. The monthly allocations for the year ended December 31, 2025 were \$112,806 for Advisors Preferred, LLC and \$12,141 for AtCap Partners, LLC. These allocations are included within various expense line items on the accompanying statement of operations. For the year ended December 31, 2025, the Company earned revenue of \$60,389,052 from Private Placement affiliates, which is included in private placement revenue on the accompanying statement of operations. Advisors Preferred, LLC owed the Company \$30,319 and AtCap Partners, LLC owed the Company \$12,454 as of December 31, 2025. These amounts are included in related party receivables on the accompanying statement of financial condition. The Company maintains an expense agreement with Spectrum Financial, Inc., an entity under common control, to allocate for employee time and space as appropriate for joint employees in an amount of \$24,050 monthly. At December 31, 2025, the Company owed Spectrum Financial, Inc \$27,750, which is included in accounts payable and accrued expenses on the accompanying statement of financial condition. The Company earns revenue from Registered Representatives for expenses paid on behalf of the Representatives for registration fees and E&O insurance and are reimbursed to the Company by the Registered Representatives per the agreement between the Representatives and the Company. Total revenue from Representatives related to these agreements was \$446,962 for 2025, which is included in other income on the accompanying statement of operations. At December 31, 2025, Registered Representatives owed the Company \$110,744 related to these agreements, which is included in related party receivables on the accompanying statement of financial condition. #### **NOTE 7 - CAPITAL STRUCTURE** As of December 31, 2025, the Company had 300,000 shares of Class A voting common stock authorized, \$10 par value, and 250,000 shares issued and outstanding. The first 150,000 shares were issued at \$1, which was par value at the time of issuance. In addition to previously authorized and issued common stock, the Company is authorized to issue up to 10,000 shares of Series A Preferred Stock. There are 9,000 shares issued and outstanding at \$100 per share as of December 31, 2025. There are no voting rights and no redemption rights associated with the Preferred Stock. {17}------------------------------------------------ #### **NOTE 8 - PENSION PLAN** The Company has a defined Safe Harbor 401k plan. Matching contributions are made to individual accounts of eligible employees based on the percentages contributed by each employee. Employees meeting certain age and service requirements participate in the plan. The Company matched \$136,222 for the year ended December 31, 2025. #### **NOTE 9 – INCOME TAXES** The following table presents the components of income tax expense for the year ended December 31, 2025: | Current tax benefit | \$(22,376) | |----------------------|------------| | Deferred tax expense | 516,585 | | Income tax expense | \$ 494,209 | The tax effects of temporary differences that give rise to significant portions of deferred income taxes include the Company's net loss carryforward, deferred lease expense, and differences between book and tax depreciation. For 2025, the Company has net operating loss carryforwards of approximately \$3,200,000. The timing and manner in which the operating loss carryforwards may be utilized in any year will be limited by the Company's ability to generate future earnings and by limitations imposed due to certain changes in ownership. The Company has recorded a full valuation allowance against its deferred tax assets related to net operating loss carryforwards as of December 31, 2025. Management determined that, based on cumulative losses in recent years and the lack of sufficient objectively verifiable positive evidence, it is more likely than not that these deferred tax assets will not be realized. Accordingly, the deferred tax assets associated with net operating loss carryforwards have been fully offset by a valuation allowance of \$826,905. The remaining deferred tax asset balance of \$3,632 is made up of temporary differences related to deferred lease expense and differences between book and tax depreciation. These are expected to be realized through the reversal of those differences and are not subject to a valuation allowance. {18}------------------------------------------------ #### **NOTE 9 - INCOME TAXES (Continued)** The following table represents a reconciliation of the U.S. federal statutory tax rate to the Company's effective income tax rate for the year ended December 31, 2025: | | Amount | Percent | | |-------------------------------------------------|-----------------|---------|--| | U.S. federal statutory tax rate | \$
(242,718) | 21.0% | | | State income taxes, net of federal benefit | (45,788) | 4.0% | | | Permanent differences (meals and entertainment) | 1,227 | -0.1% | | | Valuation allowance on deferred tax assets | 826,905 | -71.5% | | | Other, net | (45,417) | 3.9% | | | Income tax expense | 494,209 | 42.8% | | The Company did not pay any income taxes to any jurisdiction in 2025. No individual jurisdiction other than the federal government represented 5% or more of the total income taxes. #### **NOTE 10 – ADVERTISING** The Company expenses advertising costs as they are incurred. Advertising expenses for the year ended December 31, 2025 were \$43,992 and is included in business development and occupancy expense in the accompanying statement of operations. #### **NOTE 11 – COMMITMENTS AND CONTINGENCIES** From time to time, the Company is involved in litigation that it considers to be incidental to its business. The Company is not presently involved in any legal proceedings which management expects individually or in the aggregate to have a material adverse effect on its financial condition or results of operations. The Company is required to maintain a minimum of \$1,500,000 in regulatory net capital at all times as part of its clearing agreement with NFS, as well as maintain an escrow deposit in the amount of \$3,000,000. The Company is also required to maintain a minimum of \$100,000 in excess regulatory net capital at all times as part of the clearing agreement with Axos, as well as maintain an escrow deposit in the amount of \$100,000. The Company was not in compliance as of December 31, 2025 per the agreement with NFS with a shortfall of \$433,909. This was reported to NFS at the time of the FOCUS filing. Management believes it has the ability and intent to cure any net capital deficiencies through capital contributions if necessary. {19}------------------------------------------------ #### **NOTE 12 – SUBSEQUENT EVENTS** Management has evaluated subsequent events through February 27, 2026 the date the financial statements were issued, and has determined there are no subsequent events to be reported in the accompanying financial statements. {20}------------------------------------------------ **SUPPLEMENTAL INFORMATION** {21}------------------------------------------------ #### **CEROS FINANCIAL SERVICES, INC. DECEMBER 31, 2025** ### **SCHEDULE I – Computation of Net Capital Pursuant to Rule 15c3-1 of the Securities and Exchange Act of 1934** #### **COMPUTATION OF NET CAPITAL** | Total Stockholders' Equity from Statement of Financial Condition
Deductions and/or Changes: | \$ 2,263,502 | | |--------------------------------------------------------------------------------------------------------|--------------|---------| | Other Allowable credits | | 809,236 | | Non-Allowable Assets from Statement of Financial Condition
Receivables, Prepaids, Deposits, and PPE | (1,902,296) | | | Net Capital before Haircuts | 1,170,442 | | | Haircuts on Securities | | (532) | | Net Capital | \$ 1,169,910 | | | COMPUTATION OF BASIC NET CAPITAL REQUIREMENTS | | | | Minimum Net Capital Required | \$225,722 | | | Minimum Dollar Net Capital Requirement | \$100,000 | | | Net Capital Requirement | \$225,722 | | | Excess Net Capital | \$ 944,188 | | | Excess Net Capital at 10% of A.I. or
120% of Minimum Dollar Net Capital Requirement | \$831,327 | | | COMPUTATION OF AGGREGATE INDEBTEDNESS | | | | Aggregate Indebtedness Liabilities | \$ 3,385,829 | | | Percentage of Aggregate Indebtedness to Net Capital | 289.41% | | {22}------------------------------------------------ #### **CEROS FINANCIAL SERVICES, INC. DECEMBER 31, 2025** ### **SCHEDULE I – Computation of Net Capital Pursuant to Rule 15c3-1 of the Securities and Exchange Act of 1934 (Continued)** | As filed on January
27, 2026
COMPUTATION OF NET CAPITAL | | Adjustments | | As Presented | | | |--------------------------------------------------------------------------------------|----|-----------------|----|--------------|----|-------------| | Total Stockholders Equity from Statement of | | | | | | | | Financial Conditions | \$ | 2,263,502 | \$ | (476,818) | \$ | 1,786,684 | | Deductions and/or Changes | | | | | | | | Other Allowable Credits | | 809,236 | | - | | 809,236 | | Non Allowable Assets from Statement of | | | | | | | | Financial Conditions | | | | | | | | Receivables, Prepaids, Deposits and PPE | | (1,
902,296) | | 372,999 | | (1,529,297) | | Net Capital before Haircuts | | 1,170,442 | | (103,819) | | 1,066,623 | | Haircuts on Securities | | (532) | | - | | (532) | | Net Capital | \$ | 1,169,910 | \$ | (103,819) | \$ | 1,066,091 | | COMPUTATION OF BASIC NET CAPITAL REQUIREMENTS | | | | | | | | Minimum Net Capital Required | \$ | 225,722 | \$ | 6,921 | \$ | 232,643 | | Minimum Dollar Net Capital Requirement | \$ | 100,000 | | | \$ | 100,000 | | Net Capital Requirement | \$ | 225,722 | \$ | 6,921 | \$ | 232,643 | | Excess Net Capital | \$ | 944,188 | \$ | 110,740 | \$ | 833,448 | | Excess Net Capital at 10% of AI or 120% of
Minimum Dollar Net Capital Requirement | \$ | 831,327 | \$ | (114,201) | \$ | 717,126 | | COMPUTATION OF AGGREGATE INDEBTEDNESS | | | | | | | | Aggregate Indebtedness Liabilities | \$ | 3,
385,829 | \$ | 103,819 | \$ | 3,489,648 | | Percentage of Aggregate Indebtedness to
Net Capital | | 289.4% | | | | 327.3% | Note: The Q4 FOCUS Report filed on January 27, 2026 differs from the presentation on page 16 due to adjustments to true-up the tax provision, prepaid commissions, related party receivables, and accounts payable and accrued commissions – net as of December 31, 2025. The Company has elected not to file an amended Q4 FOCUS Report. {23}------------------------------------------------ #### **CEROS FINANCIAL SERVICES, INC** #### **DECEMBER 31, 2025** #### **Schedule II – Exemption Provision of the Reserve Requirements Pursuant to Rule 15c3-3 of the Securities and Exchange Act of 1934** The Company has no obligation under Rule 15c3-3 to prepare the Computation for Determination of Reserve Requirements Pursuant to Rule 15c3- {24}------------------------------------------------ ![](_page_24_Picture_0.jpeg) #### **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To the Board of Directors and Stockholder of Ceros Financial Services, Inc. Rockville, Maryland We have reviewed management's statements, included in the accompanying Exemption Report, in which (1) Ceros Financial Services, Inc. (the "Company") identified the following provision of 17 C.F.R. §15c3-3(k) under which Ceros Financial Services, Inc. claimed the following exemption from 17 C.F.R. §240.15c3-3: (k)(2)(ii) ("exemption provision") and (2) Ceros Financial Services, Inc. stated that Ceros Financial Services, Inc. met the identified exemption provision throughout the most recent fiscal year without exception. The Company is also filing this Exemption Report because the Company's other business activities contemplated by Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5 are limited to (1) providing advisory services in raising capital; (2) receiving transaction-based compensation for identifying potential merger and acquisition opportunities for clients or referring securities transactions to other broker-dealers; and (3) participating in distributions of securities (other than firm commitment underwritings) in accordance with the requirements of paragraphs (a) or (b)(2) of Rule 15c2-4. In addition, the Company did not directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers, other than money or other consideration received and promptly transmitted in compliance with paragraph (a) or (b)(2) of Rule 15c2-4 and/or funds received and promptly transmitted for effecting transactions via subscriptions on a subscription way basis where the funds are payable to the issuer or its agent and not to the Company; did not carry accounts of or for customers; and did not carry PAB accounts (as defined in Rule 15c3-3) throughout the most recent fiscal year without exception. The Company's management is responsible for compliance with the provision contemplated by Footnote 74 of SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5 and related SEC Staff Frequently Asked Questions and its statements. 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 provision set forth in paragraph (k)(2)(ii) of Rule 15c3-3 under the Securities Exchange Act of 1934 and the Company's other business activities contemplated by Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5, and related SEC Staff Frequently Asked Questions. Glen Allen, Virginia February 27, 2026 **Certified Public Accountants & Consultants** 4401 Dominion Boulevard Glen Allen, VA 23060 T:804.747.0000 F:804.747.3632 www.keitercpa.com {25}------------------------------------------------ ![](_page_25_Picture_0.jpeg) - - - {26}------------------------------------------------ ![](_page_26_Picture_0.jpeg) #### **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON INTERNAL CONTROL REQUIRED BY CFTC REGULATION 1.16(C)(5) FOR AN INTRODUCING BROKER REGISTERED UNDER CFTC REGULATION 3.10** To the Board of Directors and Stockholder of Ceros Financial Services, Inc. Rockville, Maryland In planning and performing our audit of the financial statements of Ceros Financial Services, Inc. (the "Company"), as of and for the year ended December 31, 2025 in accordance with the standards of the Public Company Accounting Oversight Board (United States), we considered the Company's internal control over financial reporting as a basis for designing our auditing procedures for the purpose of expressing our opinion on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. Accordingly, we do not express an opinion on the effectiveness of the Company's internal control. Also, as required by Regulation 1.16(c)(5) of the Commodities Futures Trading Commission ("CFTC"), we have made a study of the practices and procedures followed by the Company including consideration of control activities for safeguarding securities. This study included tests of such practices and procedures that we considered relevant to the objectives stated in CFTC Regulation 1.16(d) which include a study of the accounting system, the internal accounting controls, the procedures for safeguarding customer and firm assets and in making periodic computations of the minimum financial requirements pursuant to CFTC Regulation 1.17(a)(1)(i)(d). Because the Company is not a futures commission merchant as defined by CFTC Regulation 1.3(p), we did not review the practices and procedures relating to daily computations of the segregation requirements required by Section 4d(a)(2) of the Commodity Exchange Act. The management of the Company is responsible for establishing and maintaining internal control and the practices and procedures referred to in the preceding paragraph. In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of controls and of the practices and procedures referred to in the preceding paragraph and to assess whether those practices and procedures can be expected to achieve the CFTC's above-mentioned objectives. Two of the objectives of internal control and the practices and procedures are to provide management with reasonable, but not absolute assurance, that assets for which the Company has responsibility are safeguarded against loss from unauthorized use or disposition and that transactions are executed in accordance with management's authorization and recorded properly to permit the preparation of financial statements in conformity with generally accepted accounting principles. CFTC Regulation 1.16(d)(2) lists additional objectives of the practices and procedures listed in the preceding paragraph. > **Certified Public Accountants & Consultants** 4401 Dominion Boulevard Glen Allen, VA 23060 T:804.747.0000 F:804.747.3632 www.keitercpa.com {27}------------------------------------------------ Because of inherent limitations in internal control or the practices and procedures referred to above, error or fraud may occur and not be detected. Also, projection of any evaluation of them to future periods is subject to the risk that they may become inadequate because of changes in conditions or that the effectiveness of their design and operation may deteriorate. A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance. A material weakness is a deficiency, or combination of deficiencies, in internal control, such that there is a reasonable possibility that a material misstatement of the entity's financial statements will not be prevented, or detected and corrected on a timely basis. Our consideration of internal control was for the limited purpose described in the first and second paragraphs and would not necessarily identify all deficiencies in internal control that might be material weaknesses. We did not identify any deficiencies in internal control and control activities for safeguarding securities and certain regulated commodity customer and firm assets that we consider to be material weaknesses, as defined above. We understand that practices and procedures that accomplish the objectives referred to in the second paragraph of this report are considered by the CFTC to be adequate for its purposes in accordance with the Commodity Exchange Act and related regulations, and that practices and procedures that do not accomplish such objectives in all material respects indicate a material inadequacy for such purposes. Based on this understanding and on our study, we believe that the Company's practices and procedures, as described in the second paragraph of this report, were adequate at December 31, 2025, to meet the CFTC's objectives. This report is intended solely for the information and use of the Board of Directors, management, the CFTC, the National Futures Association and other regulatory agencies that rely on CFTC Regulation 1.16 under the Commodity Exchange Act in their regulation of introducing registered brokers and dealers, and is not intended to be and should not be used by anyone other than these specified parties. Glen Allen, Virginia February 27, 2026 Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.