# CHURCHILL FINANCIAL, LLC X-17A-5 (2026-02-27) — Broker-dealer annual report - Company: CHURCHILL FINANCIAL, LLC - Form: X-17A-5 - Filed: 2026-02-27 - Period: 2025-12-31 - Accession: 0001002202-26-000002 - CIK: 1002202 - File #: 8-48724 - Type: Broker-dealer - Material weakness: No - Auditor: Cherry Bekaert LLP - Auditor location: Louisville, KY - Contact: John J Hunter, Jr. - Phone: 502-895-3535 - Signed by: John J Hunter, Jr. (VP) Original filing: https://www.sec.gov/Archives/edgar/data/1002202/000100220226000002/2025_FullReport.pdf --- {0}------------------------------------------------ | U N I T E D S T A T E S | | |-------------------------------------------------------------|--| | S E C U R D I E S A N D E X C H A N G E C O M M I S S I O N | | | Washington, D.C 20S49 | | | | | #### A N N U A L R E P O R T S F O R M X - 1 7 A - 5 PA R T I I I | O M B N i ^ n b r * U i y O l ^ J | |-----------------------------------| | Upirn; Mov. 10. XJ6 | | btrdm | | h a u r t p M
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N U M U I I | | | | 8-48724 | | | QMBAPPmAL FACING PAGE InformMlon R«qulr\*d Puruunl to RuKt 17\*-S, 17a-12, \*nd lS\*-7 undw tho SocurHIn tuhROf\* Act of 1954 01/01/2025 12/31/2025 FILING FOR the PERIOD BEGINNING AND ENDING UM/M)/YV MM/DO/n A. REGISTRANT IDENTIFICATION Churchil Financial, LLC NAME OF FIRM: TYPE OF REGISTRANT (checE all applicable boxes): aBfokef-dealer □Security-based swap dealer GOerli here if rinpondml KjKo ro OTC detr/jtr/tn dealti □Major secunty-based swap participant ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use aP.O. box no.) #### 312 Whittington Pkwy, Suite 201 | | (No | | |------------|-----|----------| | Louisville | K Y | 40222 | | | | (Apcodal | #### PERSON TO COffTAa WITH REGARD TO THIS FILING | John J. Hunter Jr. | 502-895-3535 | hun(ef@churchlV(nancJ.com | |--------------------|---------------------------------------------------|---------------------------| | (Namr) | N u
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●*1 | ilnvklAddmv^ | | | 8 . A C C O U N TA N T I D E N T I F I C AT I O N | | #### INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this fiUng\* #### Chenry Bekaert, LLP | (Name if individiul. stale Uu. hnt. and midcfla (Ufna) | | | | | | | |--------------------------------------------------------|-----------------------|---------|-----------------------------------------------------------------------|--|--|--| | 101 S. Fifth Street. Suite 2100 Louisville | | K Y | 40202 | | | | | | tCitvl | (State) | (/»pCode) | | | | | 10/20/2003 | | 677 | | | | | | (Date qf ftegntratton witti KAOBKd apchcaWe) | | | ( P C > O e R e e i a r a t i o n N u / n t m , i t a w A t a b l p ) | | | | | | FOR OFFICIAL USE ONLY | | | | | | \*Claims tot eaemfition from the re> Mcoununt mutt be iu^poited l>v astatemenr of (actv and csrcurmtance^ leWd on ai the baw% at the eien^km See tr that the annual reports be cowved by the reports of an VKfependeni pubhe cm 240 17a S(eHINi>).tfappat4blr PertOTM who are to retpond to the cohectton of dtsplayi acurrentfy voM OM8 control number contained mthh form ere not required to re u n l e M t h e f o r m {1}------------------------------------------------ #### O A T H O R A F F I R M A T I O N swear (or affirm) that, to the best of my knowledge and belief, the as of IJcrw J. HcrtiBr J#. financial report pertaining to the firm of cnmtnaFrKocal uc ^^^31^ 2 . IS true and correct. Ifurther swear (or affirm) that neither the company nor any partner, officer, director, or equivalent person, as the case may be, has any proprietary interest many account classified solely as that of acustomer. Signature Title V P #### This filing\*\* contains (check all applicable boxes): - U(a) Valement ol linaiKial condition - □(b) Notes to consolidated statement of firuncial condition - W(c) Statement ot mconie (loss) or. it there is other compiefiensive irKonie mthe piriodfs) presented, astatement ol compiehcnsive mcome (as detiiM-d in §210.1-02 ot Regulation SX). - Kl (d) .Statement ot cash tiosvs - ■(e) Statement ot changes in stockholdeis' or partners' or sole proprietor's equity - □(I) Statemc^it ot changes in liabiiiln:s sidaordinatcd to claims ol ciirditors. - ii (g)Notr>s to consolidatrdlinancial statements - ■(h) computation of net captal under 1/CFR 240 ISci 1or 12 CFR 240 18a 1, as appbeabie - □(i) Computation ot tangible net worth under 17 CFR 240.18a 2. - □(j) Computation for detecmirulion of customer reserve requirements pursuant tofxhibit Ato 17 Cl R240 ISc) ) - □(k) Computation tor determination of security based swap rirserve lequircmeiils pursuant to fdiibit Bto 17 CFR 240.1ScT-3 ot IdiibitAlol/CfR 240 18a 4, as appbeabie - □(I) Computatioo tor Oeteimmationol PABRequirementsunder Ixhibit Ato% 240 IScJ J - □(tn) InICMirulion lelalitig to possession or control tequiuunimtsliN customers under 17CFR 240.1Sc 3'3. - □(n) InfcNmation relating topossession CM control requirements fi>r security based swapeustomers under 17 CFR 240 1SC3 3(p)(2)or 17 CFR 240 18a 4, as applicable - □(o) RecocKibations, iiKluding appropriate explanations, ot the FOC US Report with computation of net capital or tangible net worth under 17tfR 240 ISc 31,17 CFR 240 18a 1. or 17 OR 240 18a 2, as applicable, and the reserve requirements under 17 CFR 240.1Sc3-3or 1/CFR 240 18a-4, as applicable, if materul differences exist, or astatement that no material differences exist. - □(p) Suiruruiy ot tinacKial ilata for subsidiaries not consolKiated in the statement of finanaal condition. - U(q) Oath or affirnulionin accordance with 1/CFR 240 17a S, 17 CFR 240.17a 12, or 17 CFR 240 18a 7, as applicable - □(r)Complunceiepoctinaccotdancewilhl7CFR24017aSoi 17CFR 240 18a 7, as appbcablr - ■(s) Ixemption repcHl in accordaiKe with 17CFR 240 17a Sor l7CFR240 18a 7. as applicable - □(I) Indc-pendent publk accountant's ic\*port based on an examination ot the statement ol tinaiKial condition. - B(u) Inilependent pubbe accountant's rc>port based on an examinatian ot the txsaiKial ic>port or firvaiKUl statements under 17 CfR240.17a S, 17 CFR 240.18a 7, or 17 CFR 240 17a 12, as appbeabie - □(v) liKlepetKleril pubiK accountant's report based on an exammation of certain statcmients mthe ccxnpItarKe report under 17 CFR240.17a-5or 17 CFR 240 18a 7, as appbeabie - ■(w) lndc>perKfent pubiK accountant's repcMt based on aievH>w ol the exemption ic^port undcu 17 CFR 240.17a-S or 17 CFR 240.18a 7, as applxable - □(x) Supplemcmtal repcHts on applying agrec>d upon prrxcslures, maccordance with 17 CFR 240.1Sc3 leor 17 CFR 240 17a 12, as applxable. - □(y) Rc\*poit describing any material inadequacies found to nisi or found to have existed since the date ot the presnous audit, or aslaliMnenl that no material inadeqsiacies exist, undcs 17CFR 240.17a l2(k) - □(7)CMher 9 9 lo lequeit ronfidential treatment of (ertain portions of this filinq. see 1/ OB240 1/a ifeffi) or 1/ OB240 IBo /(df{/), as opptKobte {2}------------------------------------------------ ### Churchill Financial, LLC ### Contents - 1. Report of Independent Registered Public Accounting Firm - 2. S t a t e m e n t o f F i n a n c i a l C o n d i t i o n - 3. S t a t e m e n t o f I n c o m e - 4. Statement of Changes in Members' Equity - 5. Statement of Cash Flows - 6 . N o t e s t o F i n a n c i a l S t a t e m e n t s Supplementary Information 11. Schedule I-Computation of Net Capital Under Rule 15c3-l of the Securities and Exchange Commission # Other Reports - 12. Report of Independent Registered Public Accounting Firm for aBroker-Dealer Claiming an Exemption from SEC Rule 15c3-3 - 13. Churchill Financial, LLC Exemption Report {3}------------------------------------------------ ![](_page_3_Picture_0.jpeg) ## Report of Independent Registered Public Accounting Firm To t h e M e m b e r s Churchill Financial, LLC Louisville, Kentucky ### Opinion on the Financial Statements We have audited the accompanying statement of financial condition of Churchill Financial, LLC (the "Company") as of December 31, 2025, and the related statements of income, changes in members' equity, and cash flows for the year ended December 31, 2025, 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 December 31, 2025, in conformity with generally accepted accounting principles in the United Sates. ### 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 apublic 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 atest 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 our audit provide areasonable basis for our opinion. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. ## Other Supplementary Information The supplemental information contained in Schedule I, Computation of Net Capital and Net Capital Ratio Under Rule 15c3-1 of the Securities and Exchange Commission, has been subjected to audit procedures performed in conjunction with the audit of the Company's financial statement. The supplemental information is the responsibility of the Company's management. Our audit procedures included determining whether the supplemental information reconciles to the financial statement 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. Section 240.17a-5 under the Securities Exchange Act of 1934. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial s t a t e m e n t s a s a w h o l e . We have served as the Company's auditor since 1996 (such date takes into account the acquisition of MCM CPA's &Advisors LLP by Cherry Bekaert LLP effective October 31, 2023) (2yL(LAA^ ^ Louisville, Kentucky February 26, 2026 1 {4}------------------------------------------------ ### Churchill Financial, LLC S t a t e m e n t o f F i n a n c i a l C o n d i t i o n As of December 31, 2025 #### ASSETS | Cash and equivalents | \$ | 277,271 | |-----------------------------------------------------------|----|---------| | Deposits with clearing firms | | 142,893 | | Receivable from brokers and dealers | | 15,061 | | Prepaid expenses | | 62,491 | | Operating lease right-of-use asset | | 84,863 | | Fixed assets, net of accumulated depreciation of \$33,703 | | 6.219 | | Total assets | S | 588,798 | # LIABILITIES AND MEMBERS' EQUITY | Total liabilities and members' equity | \$ | 588,798 | |---------------------------------------|----|---------| | Members' equity | | 452.486 | | Lease liability | | 85,526 | | Accounts payable and accrued expenses | S | 50,786 | {5}------------------------------------------------ ### Churchill Financial, LLC S t a t e m e n t o f I n c o m e For the Year Ended December 31, 2025 Revenues: | Commissions | \$
362,315 | |--------------------------------------------------------|-----------------| | Account servicing fees | 393,987 | | Investment advisory fees | 234.321 | | | | | | 990,623 | | | | | Expenses: | | | | | | Clearing fees | 150,798 | | Occupancy and equipment rental | 56,314 | | Compensation costs and guaranteed payments to partners | 783,776 | | Other operating expenses | 420.833 | | | | | | 1.411.721 | | L o s s B e f o r e I n c o m e Ta x e s | (421,098) | | Income Tax Expense | 503 | | N e t L o s s | \$
(421,601) | {6}------------------------------------------------ ### Churchill Financial, LLC Statement of Changes in Members' Equity For the Year Ended December 31, 2025 | Balance, beginning of year | \$
874,087 | |----------------------------|---------------| | N e t L o s s | (421,601) | | Balance, end of year | S452.486 | {7}------------------------------------------------ ### Churchill Financial, LLC Statement of Cash Flows For the Year Ended December 31, 2025 # Cash flows from operating activities: | N e t L o s s | | (421,601) | |-------------------------------------------------------------------------------|---|-----------| | Adjustments to reconeile net income to cash provided by operating activities; | | | | Depreciation | | 4,713 | | Operating lease right-of-use asset, non-cash | | 48,134 | | Changes in; | | | | Deposits with clearing firms | | 11,430 | | Receivable Irom brokers and dealers | | 52,703 | | Prepaid expenses | | 6,246 | | Accounts payable and accrued expenses | | (31,455) | | Operating lease liability | | (5L0581 | | Net cash used in operating activities | | (380,888) | | Cash flows from investing activities: | | | | Purchase of fixed assets | | (1,023) | | Net cash used in investing activities | | (L0231 | | Net decrease in cash and equivalents | | (381,911) | | Cash and equivalents, beginning of year | | 659,182 | | Cash and equivalents, end of year | i | 277.271 | {8}------------------------------------------------ # Note 1-Nature of Business and Significant Accounting Policies Churchill Financial, LLC (the "Company") is abroker/dealer in securities registered with the Securities and Exchange Commission under the exemptive provisions of (SEC) Rule 15c3-3(k)(2)(ii). These provisions provide that all funds and securities belonging to customers be handled by acorrespondent broker/dealer. In addition, the liability of the members of the Company is limited to the member's total capital contributions. # Basis of Accounting The financial statements are prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The Accounting Standards Codification ("ASC") as produced by the Financial Accounting Standards Board ("FASB") is the sole source of authoritative GAAP. #### Use of Estimates Preparation of the financial statements in conformity with 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 ifom those reported. The accounting policies followed by the Company are as follows: #### S t a t e m e n t o f I n c o m e For purposes of this statement, the Company recognizes commissions and related clearing expenses on asettlement date basis as security transactions occur. ### Revenue Recognition We generate commission revenue, which occurs when clients trade securities and for which our performance obligation is fulfilled on the trade date, investment advisory fees, for which the performance obligation is performed over time, and account service fees, for which the performance obligation is performed over time. Advisory fees are billed to clients on acalendar quarter at the begiiming of that period, using values as of the last business day of each immediately preceding calendar quarter. The value of the assets in an advisory account on the billing date determines the amount billed, and accordingly, the revenues earned in the following three month period. Advisory revenues collected and agreed to by the client average 1.0% of the underlying assets as of December 31, 2025. {9}------------------------------------------------ ## Note 1-Nature of Business and Significant Accounting Policies (Continued) Account servicing fees are billed to clients on acalendar quarter at the beginning of that period, using values as of the last business day of each immediately preceding calendar quarter. The value of the assets in an advisory account on the billing date determines the amount billed, and accordingly, the revenues earned in the following three month period. Account servicing fees collected and agreed to by the client average .0.26% of the underlying assets as of December 31, 2025. # Cash and Cash Equivalents For purposes of this statement, the Company considers all highly liquid debt instruments purchased with amaturity of three months or less to be cash equivalents. At various times throughout the year, the Company may have balances in excess of Federal Deposit Insurance Corporation ("FDIC") insurance limits. #### I n c o m e Ta x e s The Company is organized as alimited liability company and has elected to be taxed as a partnership for Federal income tax purposes. Therefore, net income for Federal and State income tax purposes is passed through to the members personally. Income tax expense represents local income taxes for the year ending December 31, 2025. The Company recognizes uncertain tax positions using the "more-likely-than-not" approach as defined in the ASC. No liability for uncertain tax positions has been recorded in the accompanying financial statements. The Company's 2022-2025 federal tax years remain open and subject to examination. #### A c c o u n t s R e c e i v a b l e Trade accounts receivable are stated net of an allowance for doubtful accounts. The allowance for credit losses is based on the Company's expectation of the collectability of fees utilizing the Current Expected Credit Losses (CECL) framework. The Company's expectation is that the credit risk associated with receivables due from clients with which it conducts business are that the client will not fulfill its contractual obligation. Management monitors the credit risk of clients and currently there is not aforeseeable expectation of an event or change which could result in afee receivable being unpaid based on individual facts and circumstances. 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 expeetation of the collectability in determining the allowance for credit losses. The Company has no allowance for credit losses as of the year {10}------------------------------------------------ Note 1-Nature of Business and Significant Accounting Policies (Continued) ended December 31, 2025. While management uses the best information available to make such evaluations, future adjustments to the allowance may be necessary if conditions differ substantially from the assumptions used in making the evaluations. #### F i x e d A s s e t s Fixed assets are recorded at cost. Depreciation is provided on astraight-line basis using an estimated useful life of three to five years. # Advertising Costs The Company expenses advertising costs as incurred. There was \$877 in advertising expense for the year ended December 31, 2025. # Subsequent Events Subsequent events for the Company have been considered through the date of the Report of Independent Registered Public Accounting Firm which represents the date the financial statements were available to be issued. Note 2-Net Capital Requirements Pursuant to the net capital provisions of Rule 15c3-l of the Securities and Exchange Act of 1934, aminimum net capital requirement must be maintained, as defined under such provisions. Net capital and the related net capital ratio may fluctuate on adaily basis. There were no material inadequacies in the computation of the ratio of aggregate indebtedness to net capital at December 31, 2025 or the procedures followed in making the periodic computation required. At December 31, 2025, the Company had net capital of \$284,785 and net capital requirements of \$9,087 The ratio of aggregate indebtedness to net capital was 0.4786 to 1at December 31, 2025. The Securities and Exchange Commission permits aratio of no greater than 15 to 1. ## Note 3-Possession or Control Requirements The Company adheres to the exemptive provisions of (SEC) Rule 15c3-3(k)(2)(ii) by transmitting all customer funds and securities to the clearing broker who carries the customer accounts. Therefore, the Company does not hold or have any possession or control of customer funds or securities. {11}------------------------------------------------ N o t e 4 - C o n c e n t r a t i o n o f R i s k Substantially all commissions earned by the Company were received from trades directed by one investment management firm, Cullinan Associates, Inc. Certain members of the Company are also stockholders of Cullinan Associates, Inc. Additionally, all account servicing fees earned by the company were received from one investment firm, Churchill Financial Advisors, LLC. Certain employees of the Company are also members of Churchill Financial Advisors, LLC. Note 5-Simplified Employee Pension Plan The Company has aSalary Deferral Simplified Employee Pension plan ("SAR-SEP"), whereby it may (but is not required to) make discretionary contributions on behalf of employees who have been with the Company for two years or more. In addition, eligible employees may make contributions to the SEP. There were \$92,626 of Company contributions during the year. Note 6-Operating Leases The Company determines if an arrangement is alease at inception. TTie Company has one operating lease which is included as an operating lease ROU asset and operating lease liability on the s t a t e m e n t o f fi n a n c i a l c o n d i t i o n . The ROU asset represents the Company's right to use an underlying asset for the lease term and the lease liability represents the Company's obligation to make lease payments arising from the lease. The operating lease ROU asset and liability are recognized at commencement date based on the present value of fixed lease payments over the lease term. In determining the present value of fixed lease payments, the Company used arate of return of 8.50%. Lease expense for lease payments is recognized on astraight-line basis over the lease term. In July 2024, the Company entered into athree-year operating lease for office space through June 2027. The lease term requires monthly rental payments of \$4,864 in the first year, \$5,010 in the second year and \$5,159 in the third year, inclusive of common area maintenance. Lease expense for the operating lease totaled \$56,320 for the year ended December 31, 2025. The balance of the ROU asset was \$84,863 and the balance of the lease liability was \$85,526 at December 31, 2025. The weighted average remaining discount rate was 8.50% and the weighted average remaining lease term was 18 months as of December 31, 2025. Supplemental cash information related to leases is as follows: {12}------------------------------------------------ Note 6-Operating Leases (Continued) | Cash paid for amounts included in the measurement of lease liability:
\$54,380 | | |-----------------------------------------------------------------------------------|--| |-----------------------------------------------------------------------------------|--| Future minimum rent payments required under this lease are as follows: | 2026
2027 | 61,013
30.953 | |-------------------------------------------|------------------| | Total | S92.056 | | Less present
v a l u e d i s c o u n t | {6J30} | | Operating lease
liability | S85.526 | ## Note 7-Segment Information The Company operates in asingle line of business as asecurities broker-dealer, which is comprised of securities brokerage and financial advisory services. Refer to primary financial statements for further information as the single operating segment is the entire entity of the Company. The Company has identified its President 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 2), which is not ameasure of profit and loss, to make operational decisions while maintaining capital adequacy, such as whether to reinvest profits or pay dividends. The Company's operations constitute asingle operating segment and therefore, asingle reportable segment, because the CODM manages the business activities using information of the Company as awhole. The accounting policies used to measure the profit and loss of the segment are the same as those described in the summary of significant accounting policies. The Company derived 76% of its total revenues from two external customers in 2025. {13}------------------------------------------------ ### Schedule I ### Churchill Financial, LLC Computation of Net Capital Under Rule 15c3-l of the Securities and Exchange Commission As of December 31, 2025 | Net capital: | | | |------------------------------------------------------------------------------------------------------------|----|-------------| | Total members' equity | \$ | 452,486 | | Deduct non-allowable assets and excess fidelity bond deductible | \$ | 167,701 | | Net capital before haircuts on securities positions (tentative net capital) | | 284,785 | | Net capital | \$ | 284.785 | | Aggregate indebtedness: | | | | Lease liability, accounts payable and
accrued expenses | \$ | 136.312 | | Total aggregate indebtedness | i | 136.312 | | Computation of basic net capital requirement: | | | | Minimum net capital required | i | 9.087 | | Excess net capital | \$ | 275.698 | | Ratio: aggregate indebtedness to net capital | | 0.4786 to 1 | | Reconciliation with Company's computation (included in Part II of Form X-17A-5 as of
December 31, 2025) | | | | Net capital, as reported in Company's Part IIA (Unaudited) FOCUS report^ | | 284.785 | | Net capital per above | | S284.785 | | | | | The Net Capital per the audited financial statements agrees to the Net Capital computation in the Focus Report filed for the quarter ended December 31, 2025. See report of independent registered public accounting firm. {14}------------------------------------------------ ![](_page_14_Picture_0.jpeg) # Report of independent Registered Public Accounting Firm To t h e M e m b e r s Churchill Financial, LLC Louisville, Kentucky We have reviewed management's statements, included in the accompanying Exemption Report, in which (1) Churchill Financial, LLC (the "Company") identified the following provisions of 17 C.F.R. Section 15c3-3(k) under which the Company claimed an exemption from 17 C.F.R. Section 240.15c3-3: (k)(2)(ii) (the "exemption provision") and (2) the Company stated that they met the identified exemption provision throughout the most recent fiscal year without exception. The Company's management is responsible for compliance with the exemption provision 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. Areview 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 provisions set forth in paragraph (k)(2)(ii) of Rule 15c3-3 under the Securities Exchange Act of 1934. ^