# FMN CAPITAL CORPORATION X-17A-5 (2026-02-26) — Broker-dealer annual report - Company: FMN CAPITAL CORPORATION - Form: X-17A-5 - Filed: 2026-02-26 - Period: 2025-12-31 - Accession: 0000939650-26-000003 - CIK: 939650 - File #: 8-48082 - Type: Broker-dealer - Material weakness: No - Auditor: DCPA-Amy Fusco - Auditor location: Century City, CA - Contact: Matthew M. Merwin - Phone: 949-455-0300 - Email: mmichael@fmncc.com - Website: fmncc.com - Signed by: Matthew M. Merwin (CEO/FINOP) Original filing: https://www.sec.gov/Archives/edgar/data/939650/000093965026000003/2025fullreport.pdf --- {0}------------------------------------------------ | 8-48087 | | |---------------------------|--| | SEC FILE NUMBER | | | | | | 12
hours per response: | | | FILING FOR THE PERIOD BEGINNING | 01/01/25 | AND FRIDING | 12/31/25 | |---------------------------------|----------|-------------|----------| | | MM/DD/YY | | MM/DD/YY | | | (No. and Street) | | | | |-----------------------------------------------|---------------------------------------------------------------------------|-----------------|--------------------|--| | Mission Viejo, | CA | | 92691 | | | (City) | (State) | | (Zip Code) | | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | | Matthew M. Merwin | (949) 455-0300 | | mmichael@fmncc.com | | | (Name) | (Area Code - Telephone Number) | (Email Address) | | | | | B. ACCOUNTANT IDENTIFICATION | | | | | DCPA | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing* | | | | | | (Name - if individual, state last, first, and middle name) | | | | | 2121 AVENUE OF THE STARS STE 800 Century City | | CA | 90067 | | | (Address)
09/15/2020 | (City) | (State)
6567 | (Zip Code) | | | Address) | (City) | (State) | |-------------------------------------------------|------------------------|-------------------------| | 09/15/2020 | | 6567 | | Date of Registration with PCAOB)(if applicable) | | (PCAOB Registration Num | | | FOR OFFICIAL TISF ONLY | | {1}------------------------------------------------ | | Jeffrey G. Merwin | | swear (or affirm) that, to the best of my knowledge and belief, the | | |-------|-------------------|--|------------------------------------------------------------------------------------------------------------------------------------|--| | | | | financial report pertaining to the firm of EMN CAPITAL CORPORATION
as of | | | 12/31 | | | 2 025 | | | | | | partner, officer, director, or equivalent person, as the case may be, has any proprietary interest in any account classified soley | | | Signature: | 0 | |--------------------------|---| | Title: | | | Chief Compliance Officer | | - - - - - - - - - - - - - - - - - - - - - - - - - - - {2}------------------------------------------------ ### FMN CAPITAL CORPORATION ## FINANCIAL STATEMENTS WITH REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM December 31, 2025 {3}------------------------------------------------ ### FMN CAPITAL CORPORATION December 31, 2025 TABLE OF CONTENTS | | December 31, 2025 | | |-------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------| | | | | | | | Page
Number | | REPORT OF | INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM | 1 | | | FINANCIAL STATEMENTS | | | | Statement of Financial Condition | 2 | | | Statement of Income | 3 | | | Statement of Changes in Stockholders' Equity | 4 | | | Statement of Cash Flows | 5 | | | Notes to Financial Statements | 6-12 | | | ADDITIONAL INFORMATION | | | Schedule I | | | | | Computation of Net Capital Under Rule 15c3-1
of the Securities and Exchange Commission | 13 | | Schedule II | | | | | Computation for Determination of Reserve Requirements and
Information Relating to the Possession or Control Requirements
Under Rule 15c3-3 of the Securities and Exchange Commission | 14 | | | Independent Public Accountants Review Report on Exemption Report | 15 | | | Assertations Regarding Exemption Provisions | 16 | {4}------------------------------------------------ DCPA ### 2121 AVE OF THE STARS #800 424-253-1212 CENTURY CITY, CA 90067 AUDIT@DCPAPRO.COM REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and the Stockholders of FMN Capital Corporation: ### Opinion on the Financial Statements We have audited the accompanying statement of financial condition of FMN Capital Corporation (the "Company") as of December 31, 2025, the related statements of income, changes in stockholders 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. 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 ### Basis for Opinion 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. The information contained in Schedules I and II ) has been subjected to audit Information is the responsibility of the Company management. Our audit procedures included determining ### Supplemental Information procedures performed in conjunction with the audit of the 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, Schedules I and II are fairly stated, in all material respects, in relation to the financial statements taken as a whole. February 20, 2026 DCPA We have served as the Company's auditor since 2024. Century City, California {5}------------------------------------------------ ## FMN CAPITAL CORPORATION STATEMENT OF FINANCIAL CONDITION ### ASSETS | STATEMENT OF FINANCIAL CONDITION
As of December 31, 2025 | | |---------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------| | ASSETS | | | Cash
Due from
clearing
broker
Deposit
with
clearing
broker
Accounts
receivable
Prepaid
expenses and other assets | \$
510,468
65,910
50,000
123,612
58,099 | | Total
assets | \$
808,089 | | LIABILITIES AND STOCKHOLDERS' EQUITY | | ### LIABILITIES AND STOCKHOLDERS' EQUITY | Cash
\$
510,468
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable
\$
56,055
Prepaid income
16,130
Due to
related party
133,367
Total
liabilities
205,552
Common stock, no par value, 120,000 shares
authorized, 93,600
shares issued and outstanding
4,500
Additional paid-in capital
13,658
Retained earnings
584,379
Total stockholders' equity
602,537
Total
liabilities and stockholders' equity
\$
808,089
See accompanying
notes
and
report of independent registered public
accounting
firm
2 | ASSETS | | |-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--| | | | | | | | | | | | | | | | | | | | | | | | | | Liabilities
Stockholders' Equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | {6}------------------------------------------------ ### STATEMENT OF INCOME | STATEMENT OF INCOME
For the Year Ended December 31, 2025 | | | |-------------------------------------------------------------|-----------------------------------|--------------| | Revenues | | | | Commissions | | \$ 2,061,834 | | Interest
and other income | | 37,065 | | Total
revenues | | 2,098,899 | | Operating expenses | | | | Employee
compensation and | benefits | 1,053,257 | | Clearing
Expenses | | 238,198 | | Regulatory
expenses | | 56,376 | | Occupancy
expenses | | 72,984 | | Professional
fees | | 98,088 | | Administrative and other operating | expenses | 104,284 | | Commissions | | 407,863 | | Licenses,
permits and fees | | 10,014 | | Outside services | | 6,311 | | Total operating expenses | | 2,047,375 | | Operating income | before provision for income taxes | 51,524 | | Provision for income taxes | | 6,464 | {7}------------------------------------------------ | | FMN CAPITAL | CORPORATION | | | |-----------------------------------------------------------------------|-----------------|--------------------------------------|------------------------|------------------------| | STATEMENT OF CHANGES IN | | For the Year Ended December 31, 2025 | STOCKHOLDERS' EQUITY | | | | Common
Stock | Additional
paid-in
Capital | Retained
earnings | Total | | Balance
at
December
31,
2024 | \$4,500 | \$13,658 | \$689,319 | \$707,477 | | Net
Income | - | - | 45,060 | 45,060 | | Cash
dividends
paid
Balance
at
December
31,
2025 | -
\$4,500 | -
\$13,658 | (150,000)
\$584,379 | (150,000)
\$602,537 | See accompanying notes and report of independent registered public accounting firm {8}------------------------------------------------ ### STATEMENT OF CASH FLOWS | | STATEMENT OF CASH FLOWS | | |-------------------------|-----------------------------------------------------------------------------------------------|--------------| | | For the Year Ended December 31, 2025 | | | Cash | flows from operating
activities | | | Net
Adjustments | income
to
reconcile net
income
to
net
cash | \$
45,060 | | provided | by
operating
activities: | | | | (Increase)
decrease
in: | | | | Due
from
clearing
broker | (17,584) | | | Accounts
receivable | (3,164) | | | Prepaid
expenses and
other
assets | (6,452) | | | Increase (decrease) in:
Accounts
payable | 18,677 | | | Prepaid income | 896 | | | Income
taxes payable | (5,899) | | | Due
to related party | 1,080 | | | Net cash provided by operating activities | 32,614 | | | Cash flows from investing activities | - | | | Cash flows from financing activities
Cash dividends paid | (150,000) | | | Net
cash
used in financing
activities | (150,000) | | | Net decrease in cash | (117,386) | | Cash, beginning of year | | 627,854 | | Cash,
end of year | | \$ 510,468 | | | Supplemental disclosures of
cash
flow
information | | | | Cash paid for:
Income taxes | \$
21,427 | | | Interest | \$
0 | | | | | | | There were no noncash transactions or investing activities during the year ended December 31, | | {9}------------------------------------------------ For the Year Ended December 31, 2025 ### NOTES TO FINANCIAL STATEMENTS Note 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization and nature of business FMN Capital Corporation (the "Company"), a California corporation, was incorporated January 31, 1995, and adopted a fiscal year of December 31. It maintains its principal and only active office in Mission Viejo, California. The Company is a broker-dealer registered with the Securities and Exchange Commission ("SEC"), is a member of the Financial Industry Regulatory Authority ("FINRA") and the Securities Investors Protection Corporation ("SIPC"). Operations are pursuant to the (k)(2)(ii) exemptive provision of SEC Rule 15c3-3 and it does not hold customer funds or securities. The business consists of the offering and sale of investment securities, primarily mutual funds, limited partnership interests, variable products, stocks, bonds and municipal bonds. The Company's client base consists mostly of customers within the Southern California area and, therefore, its operations are affected by the financial position of its major customers and economic conditions within that area. Accounting Principles ("GAAP") requires management to make estimates and assumptions that ### Basis of recognition Concession revenue and commission expense of the Company utilizing its clearing firm (see Note 5) are recognized based on the trade date. ### Use of estimates in the preparation of financial statements The preparation of financial statements in conformity with United States General Accepted 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. {10}------------------------------------------------ ### NOTES TO FINANCIAL STATEMENTS December 31, 2025 Note 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Concentrations Credit risk The Company maintains most of its cash balances at one financial institution located in Orange County, California. From time to time, the Company maintains cash deposits in excess of federally insured limits. Management does not believe that it is exposed to significant credit risk in connection with cash and cash equivalents. ### Revenue Substantially all the revenue of the Company consists of commissions associated with the offering and sale of investment securities, primarily mutual funds, limited partnership interest, variable products, stocks, bonds, and municipal bonds. Revenue is recorded upon the sale of these interests. The Company processes all offerings for Financial Management Network, Inc. ("FMNI"). See Note 4 for related party disclosure. ### Capital requirement Pursuant to SEC Rule 15c3-1 and as directed by FINRA, the Company is required to maintain a minimum net capital of \$50,000. ### Accounts receivable Accounts receivable consists of the commissions associated with the offering and sale of investment securities, primarily mutual funds, limited partnership interests, variable products, stocks, bonds and municipal bonds. Substantially all of the accounts receivable are considered collectible. Accordingly, no allowance for doubtful accounts is recorded. The accounts receivable at December 31, 2025 is \$123,612. The balance of accounts receivable consists of \$67,152 of mutual fund commissions and \$56,460 of variable products commissions. Property and equipment Property and equipment is recorded at cost of acquisition, and fully depreciated assets are carried on the books until disposal. The Company uses the straight-line method in computing its annual depreciation expense, as computed over the estimated useful lives of the assets. All property and equipment of the Company are fully depreciated. {11}------------------------------------------------ ### NOTES TO FINANCIAL STATEMENTS December 31, 2025 Note 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED Revenue The Company adopted Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers. Revenues are recognized when the promised services are provided to clients, in an amount that is based on the consideration the Company expects to review in exchange for those services when such amounts are not probable of significant reversal. Commissions, sale of investment securities, primarily mutual funds, limited partnership interests, variable products, stocks, bonds and municipal bonds represent the Company's revenue from contracts with clients. The Company had \$16,310 of prepaid income at December 31, 2025, as shown on the Statement of Financial Condition. This represents future reimbursements of licensing fees paid by the Company. Commission income on the Statement of Income is comprised of the following: Commissions: \$286 Mutual Funds: \$932,497 Variable Products: \$493,420 Limited Partnerships: \$73,275 Fee Income: \$562,356 The Company included \$18,770 of reimbursed licensing fees in Interest and Other Income on the Statement of Income. ### Income taxes Generally, income taxes have not been provided for because the Company's stockholders' elected under Section 1362(a) of the Internal Revenue Code and California State law to be taxed as an S corporation effective April 1, 2000. As such, the Company's income or loss and credits are passed through to the shareholders and reported on their individual income tax returns. Accordingly, no provision for federal income taxes or deferred income taxes has been included in the accompanying financial statements. However, there is a provision for income taxes, which represents the California minimum tax on corporations. ### Adoption of new accounting standards In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-13 Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASC 326). This standard replaced the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss ("CECL") methodology. CECL requires an estimate of credit losses for the remaining estimated life of the financial asset using historical experience, current conditions, and reasonable and supportable forecasts. On January 1, 2025, the Company adopted ASC 326, and all related subsequent amendments thereto, using the modified retrospective approach for all financial assets measured at amortized cost. The adoption did not have a material impact on the Company's financial statements. {12}------------------------------------------------ ### Note 2 – NET CAPITAL REQUIREMENTS NOTES TO FINANCIAL STATEMENTS December 31, 2025 The Company is subject to the Securities and Exchange Commission Uniform Net Capital Rule (SEC Rule 15c3-1), which requires the maintenance of minimum net capital and requires that the ratio of aggregate indebtedness to net capital, both as defined, shall not exceed 15 to 1 (and the rule of the "applicable" exchange also provides that equity capital may not be withdrawn or cash dividends paid if the resulting net capital ratio would exceed 10 to 1). The Company is subject to a \$50,000 minimum capital requirement under SEC Rule 15c3-1. Net capital and related capital ratio fluctuate on a daily basis; however, at December 31, 2025, the Company had net capital of \$544,438, which was \$494,438 in excess of its required minimum net capital of \$50,000. The Company's aggregate indebtedness to net capital ratio was .38 to 1 at December 31, 2025. ### Note 3 – INCOME TAXES As discussed in Note 1, the Company has elected the S Corporation tax status; therefore, no federal income tax provision is reported. The Company is required to file income tax returns in both federal and state tax jurisdictions and is subject to state and local taxes. The Company's tax returns are subject to examination by taxing authorities in the jurisdictions in which it operates in accordance with the normal statutes of limitations in the applicable jurisdiction. For federal purposes, the statute of limitations is three years. Accordingly, the Company is no longer subject to examination of federal returns filed more than three years prior to the date of these financial statements. The statute of limitations for state and local purposes is generally three years but may exceed this limitation depending upon the jurisdiction involved. Returns that were filed within the applicable statute remain subject to examination. As of December 31, 2025, the taxing authorities have not proposed any adjustments to the Company's tax position and the Company does not have any uncertain tax positions as of the year then ended. The provision for income taxes for the year ended December 31, 2025, consisted of the following: | California State Tax | 830 | |-----------------------|---------| | AB
150 PTE | 5,149 | | Estimated NJ & NC Tax | 485 | | | \$6,464 | {13}------------------------------------------------ NOTES TO FINANCIAL STATEMENTS December 31, 2025 Note 4 – RELATED PARTY TRANSACTIONS the stockholders of the Company are 80% owners. The Company is related through common ownership to FMNI, a California Corporation, of which The Company has entered into an expense sharing agreement with FMNI. After consideration of all expenses borne by both companies and since many services are provided to both firms by the same vendors, it has been determined that FMNI will pay the expenses when invoiced. FMNI will then invoice the Company for its portion of the shared expenses when they are incurred. Shared expenses include use of facilities, personnel, utilities, and supplies, and are based on an agreed upon percentage for each applicable expense, of which, \$133,367 is due to the related party FMNI. During the year ended December 31, 2025, the Company paid \$1,252,661 of shared expenses under this agreement which are included in the balances shown on the Statement of Income. It is possible that the terms of certain related party transactions are not the same as those that would result for transactions among wholly unrelated parties. transactions to its Clearing Broker on a fully disclosed basis. Customers' money balances and During the year end December 31, 2025, the Company matched \$25,578 of employer contributions towards employee 401(k) plans included in the balance shown on the Statement of Income. This plan is paid through the related party and reimbursed by the Company. ### Note 5: DUE FROM CLEARING BROKER The Company has a brokerage agreement with National Financial Services LLC ("Clearing Broker") to carry its account and the accounts of its clients as customers of the Clearing Broker. Pursuant to the clearing agreement, the Company introduces all of its customers' securities security positions are carried on the books of the Clearing Broker. In accordance with the clearance agreement, the Company has agreed to indemnify the Clearing Broker for losses, if any, which the Clearing Broker may sustain from carrying securities transactions introduced by the Company. In accordance with industry practice and regulatory requirements, the Company and the Clearing Broker monitor collateral on the customers' accounts. As of December 31, 2025, the Company had a net balance due from Clearing Broker of \$65,910. All amounts due to the Company from the Clearing Broker are pursuant to their clearance agreement. The Clearing Broker has custody of the Company's clearing deposit which serves as collateral for ### Note 6: DEPOSIT WITH CLEARING BROKER any amounts due to the Clearing Broker. Interest is paid monthly on these cash deposits at the average overnight repurchase rate. The balance at December 31, 2025 was \$50,000. {14}------------------------------------------------ ### FMN CAPITAL CORPORATION NOTES TO FINANCIAL STATEMENTS December 31, 2025 ### Note 7 – COMMITMENTS AND CONTINGECIES Contingent obligations The Company is contractually obligated to maintain its agreement with its clearing firm for three years, beginning in November 2025. If the Company terminates the agreement before the end of the term it must pay the clearing firm a termination fee, which at December 31, 2025, was \$302,861 Pursuant to Section XIV of the clearing agreement, in the event that the Company terminates the clearing agreement for any reason during the initial term of the agreement, the Company agrees to pay the clearing firm a lump sum fee representing the monthly clearing and execution charges due for the remaining length of the agreement. Such fee will be determined by calculating the average monthly clearing and execution charge for the previous quarter and shall be due prior to the deconversion of accounts or upon 90 days from notice of termination. Management does not intend to terminate the agreement and, therefore, no liability has been recognized in the financial statements. Other commitments and contingencies As of December 31, 2025, the Company has no additional commitments or contingencies that are not otherwise disclosed. ### Note 8 – SUBSEQUENT EVENTS The Company has evaluated events subsequent to the Statement of Financial Condition date for items requiring recording or disclosure in the financial statements. The evaluation was performed through the date the financial statements were available to be issued. Based upon this review, the Company has determined that there were no events which took place that would have a material impact on its financial statements. ### Note 9: SEGMENT REPORTING The Company follows Accounting Standards Update 2023-07 - Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07"), which expands reportable segment information by requiring companies to disclose, on an annual and interim basis, significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker ("CODM"), and included within each reported measure of a segment's profit or loss. ASU 2023-07 also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM makes decisions about allocating resources to segments and evaluating performance. The Company's CODM is the President and Chief Compliance officer. brokerage services segment. The CODM makes decisions about allocating resources and assessing The Company conducts its business activities and reports financial results as a single reportable performance in a manner consistent with the way the Company operates its business and presents their financial results. The nature of business and accounting policies of the brokerage services segment are the same as described in the description of business and summary of significant accounting policies notes. {15}------------------------------------------------ NOTES TO FINANCIAL STATEMENTS December 31, 2025 Note 10: RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS The Financial Accounting Standards Board (the "FASB") has established the Accounting Standards Codification ("Codification" or "ASC") as the authoritative source of generally accepted accounting principles ("GAAP") recognized by the FASB. The principles embodied in the Codification are to be applied by nongovernmental entities in the preparation of financial statements in accordance with GAAP in the United States. New accounting pronouncements are incorporated into the ASC through the issuance of Accounting Standards Updates ("ASUs"). For the year ending December 31, 2025, various ASUs issued by the FASB were either newly issued or had effective implementation dates that would require their provisions to be reflected in the financial statements for the year ended. The Company has either evaluated or is currently evaluating the implications, if any, of each of these pronouncements and the possible impact they may have on the Company's financial statements. In most cases, management has determined that the pronouncement has either limited or no application to the Company and, in all cases, implementation would not have a material impact on the financial statements taken as a whole. {16}------------------------------------------------ ### FMN CAPITAL CORPORATION Schedule I- COMPUTATION OF NET CAPITAL UNDER RULE 15c3-1 OF THE SECURITIES AND EXCHANGE COMMISSION December 31, 2025 | Schedule
I-
COMPUTATION
OF
NET
CAPITAL
UNDER
RULE
15c3-1
OF
THE
SECURITIES AND EXCHANGE COMMISSION
December
31,
2025 | | | | | |----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----|-----------|--|--| | Computation of net
capital | | | | | | Total stockholders' equity | \$ | 602,537 | | | | | | | | | | Deduct nonallowable assets | | 58,099 | | | | Net capital | \$ | 544,438 | | | | Aggregate indebtedness | | | | | | Items included in statement of financial condition: | | | | | | Various liabilities | \$ | 205,552 | | | | Total aggregate indebtedness | \$ | 205,552 | | | | Ratio: aggregate indebtedness to net capital | | 0.38 to 1 | | | | Computation of basic net
capital requirement | | | | | | Minimum dollar net capital required: | | | | | | Company | \$ | 50,000 | | | | 6-2/3% of total aggregate indebtedness | | 13,703 | | | | Minimum dollar net capital required | | 50,000 | | | | Net capital, as calculated above | | 544,438 | | | | Excess net capital | | 494,438 | | | | | | | | | | Net capital
less 120% of minimum net
capital
required
Net capital, as reported in Company's Part II (unaudited) | | 484,438 | | | | FOCUS
report | \$ | 544,438 | | | | There was no material difference between the net capital computation shown here and the net
capital computation shown on the company's most recently filed X-17A-5, Part IIA (FOCUS)
report dated December 31, 2025. | | | | | {17}------------------------------------------------ ### FMN CAPITAL CORPORATION Schedule II-COMPUTATION FOR DETERMINATION OF RESERVE REQUIREMENTS AND INFORMATION RELATING TO THE POSSESSION OR CONTROL REQUIREMENTS PURSUANT TO RULE 15c3-3 OF THE SECURITIES AND EXCHANGE COMMISSION December 31, 2025 The Company is exempt from the provisions of Rule 15c3-3 of the Securities Exchange Act under Section k(2)(ii), since it promptly transmits all funds and delivers all securities received in connection with its activities as a broker or dealer, and does not otherwise hold funds or securities for, or owe money or securities to, customers. The Company is also covered under the provisions of Footnote 74 of the SEC Release No. 34- 70073 adopting amendment to the 17 C.F.R. 240. 17A-5 ("Non-Covered Firm") because the company's other business activities include direct selling of mutual funds, variable products and limited partnership interests. {18}------------------------------------------------ DCPA ## CENTURY CITY, CA 90067 AUDIT@DCPAPRO.COM REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and the Stockholders of FMN Capital Corporation: We have reviewed management's statements, included in the accompanying Exemption Report, in which (1) FMN Capital Corporation identified the following provisions of 17 C.F.R. § 15c3-3(k) under which FMN Capital Corporation claimed an exemption from 17 C.F.R. § 240.15c3-3 (k)(2)(ii) (the "exemption provisions"), (2) FMN Capital Corporation stated that FMN Capital Corporation met the identified exemption provisions throughout the year ended December 31, 2025 without exception, and (3) FMN Capital Corporation including direct selling of mutual funds, variable products and limited partnership interests, are in compliance with and covered under the provisions of Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5 - . The Company did not identify any exceptions to this assertion throughout the year ended December 31, 2025. FMN Capital Corporation responsible for compliance with the exemption provisions, the provisions of Footnote 74, and its statements. to obtain evidence about FMN Capital Corporation's compliance with the exemption provisions and 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 Footnote 74. 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. of 1934 and the Non-Covered Firm provisions of Footnote 74. 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 provisions set forth in paragraph (k)(2)(ii) of Rule 15c3-3 under the Securities Exchange Act DCPA Century City, California February 20, 2026 {19}------------------------------------------------ ![](_page_19_Picture_0.jpeg) 26041 Acero, Mission Viejo, CA 92691 (949) 455-0300 Fax (949) 716-7413 www.fmncc.com Assertions Regarding Exemption Provisions We, as members of management of FMN Capital Corporation ("the Company"), are responsible for compliance with the annual reporting requirements under Rule 17a-5 of the Securities Exchange Act of 1934. Those requirements compel a broker or dealer to file annuals reports with the Securities Exchange Commission (SEC) and the broker or dealer's designated examining authority (DEA). One of the reports to be included in the annual filing is an exemption report prepared by an independent public accountant based upon a review of assertions provided by the broker or dealer. Pursuant to that requirement, the management of the Company hereby makes the following assertions: the exemption provided by Rule 15c3-3, Paragraph (k)(2)(ii) broker-dealers who do not carry customer margin accounts and who promptly transmit all customer funds and securities received in connection with its activities ### Identified Exemption Provision: The Company claims exemption from the custody and reserve provisions of Rule 15c3-3 by operating under as a broker or dealer. May not hold funds or securities for, or owe money or securities to, customers. The Company is also filing this Exemption Report in reliance on the provisions of Footnote 74 of the SEC Release No. 34-70073 adopting amendment to the 17 C.F.R 240.17A-5 ("Non-Covered Firm") because the Company's other business activities include direct selling of mutual funds, variable products and limited partnership interests. The Company (1) did not directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers (other than money or other consideration received and promptly transmitted in compliance with paragraph (a) or (b) of Rule 15c2-4); (2) did not carry accounts of or for customers; and (3) did not carry PAB accounts (as defined in rule 15c3-3). Statement Regarding Meeting Exemption Provision: The Company met the identified exemption provision without exception throughout the year ending December 31, 2025. FMN Capital Corporation By: Accounts are carried by NFS LLC, a Fidelity Investments Company, Member FINRA & SIPC G. Merwin ef Compliance Officer Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.