# SPENCER CLARKE LLC X-17A-5 (2026-06-29) — Broker-dealer annual report - Company: SPENCER CLARKE LLC - Form: X-17A-5 - Filed: 2026-06-29 - Period: 2026-03-31 - Accession: 0001016460-26-000003 - CIK: 1016460 - File #: 8-49362 - Type: Broker-dealer - Material weakness: No - Auditor: Ohab and Company, P.A. - Auditor location: Maitland, FL - Contact: Jon Nixon - Phone: 917-703-1704 - Signed by: Reid Drescher (President CEO) Original filing: https://www.sec.gov/Archives/edgar/data/1016460/000101646026000003/spencerp849362.pdf --- {0}------------------------------------------------ | PUBLIC | | | | | |--------|--|--|--|--| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | {1}------------------------------------------------ ## PUBLIC #### OATH OR AFFIRMATION | REID DRESCHER | swear (or affirm) that, to the best of my knowledge and belief, the | | |---------------------------------------------------------------|--------------------------------------------------------------------------|-------| | tinancial report pertaining to the firm of SPENCER CLARKE LLC | | as of | | 3/31 | СЕ ВИЦА СИД СОНЧЕСК. ГЛИЧАВИЛИ СЕ СРОДИВАНИЯ СОВЕРИСИВАЕ СОМИРОМИЧАИ СМЕ | | 2026 \_ js true and correct. I further swear (or affirm) that neither the company nor any partner, officer, director, or equivalent person, as the case may be, has any proprietary interest in any account classified solely as that of a customer. Signature: I Drescher Title: PRESIDENT/CFO ### This filing \*\* contains (check all applicable boxes): - (a) Statement of financial condition. - = (b) Notes to consolidated statement of financial condition. - [ {c) Statement of income (loss) or, if there is other comprehensive income in the period(s) presented, a statement of comprehensive income (as defined in § 210.1-02 of Regulation S-X). - [ (d) Statement of cash flows. - [e) Statement of changes in stockholders' or partners' or sole proprietor's equity. - [ (f) Statement of changes in liabilities subordinated to claims of creditors. - [ (g) Notes to consolidated financial statements. - [ (h) Computation of net capital under 17 CFR 240.15c3-1 or 17 CFR 240.18a-1, as applicable. - [ (i) Computation of tangible net worth under 17 CFR 240.18a-2. - [j] Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.15c3-3. - | | |k | Computation for determination of security-based swap reserve requirements pursuant to Exhibit B to 17 CFR 240.15c3-3 or Exhibit A to 17 CFR 240.18a-4, as applicable. - [1) Computation for Determination of PAB Requirements under Exhibit A to § 240.15c3-3. - [ (m) Information relating to possession or control requirements for customers under 17 CFR 240.15c3-3. - [n] Information relating to possession or control requirements for security-based swap customers under 17 CFR 240.15c3-3(p)(2) or 17 CFR 240.18a-4, as applicable. - | |o| Reconciliations, including appropriate explanations, of the FOCUS Report with computation of net capital or tangible net worth under 17 CFR 240.15c3-1, 17 CFR 240.18a-1, or 17 CFR 240.18a-2, as applicable, and the reserve requirements under 17 CFR 240.15c3-3 or 17 CFR 240.18a-4, as applicable, if material differences exist, or a statement that no material differences exist. - □ (p) Summary of financial data for subsidiaries not consolidated in the statement of financial condition. - | | | Oath or affirmation in accordance with 17 CFR 240.17a-12, or 17 CFR 240.18a-7, as applicable. - [r) Compliance report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - | (s) Exemption report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - (t) Independent public accountant's report based on an examination of the statement of financial condition. - [u] Independent public accountant's report based on an examination of the financial statements under 17 CFR 240.17a-5, 17 CFR 240.18a-7, or 17 CFR 240.17a-12, as applicable. - | {v} Independent public accountant's report based on an examination of certain statements in the compliance report under 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - □ (w) Independent public accountant's report based on a review of the exemption report under 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - | (x) Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.17a-12, as applicable. - | (y) Report describing any material inadequacies found to have existed since the date of the previous audit, or a statement that no material inadequacies exist, under 17 CFR 240.17a-12(k). - O (z) Other: - \*\* To request confidential treatment of certain portions of this filing, see 17 CFR 240.17a-5(c)(3) or 17 CFR 240.180-7(d)(2), as applicable. {2}------------------------------------------------ ![](_page_2_Picture_0.jpeg) 100 E. Sybelia Ave. Suite 130 Maitland, FL 32751 Certified Public Accountants l mail: pam'a ohabco.com Telephone 407-740-7311 Fax 407-740-6441 ## REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Member's of Spencer Clarke LLC ### Opinion on the Financial Statement We have audited the accompanying statement of financial condition of Spencer Clarke LLC as of March 31, 2026, and the related notes (collectively referred to as the "financial statement"). In our opinion, the financial statement presents fairly, in all material respects, the financial position of Spencer Clarke LLC as of March 31, 2026 in conformity with accounting principles generally accepted in the United States of America. ## Basis for Opinion This financial statement is the responsibility of Spencer Clarke LLC's management. Our responsibility is to express an opinion on Spencer Clarke LLC's financial statement based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to Spencer Clarke LLC in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB, We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statement, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. Ohal and We have served as Spencer Clarke LLC's auditor since 2015, Maitland, Florida June 26, 2026 {3}------------------------------------------------ ## **AS OF MARCH 31, 2026 SPENCER CLARKE LLC STATEMENT OF FINANCIAL CONDITION** #### ASSETS | Cash | \$
459,171 | |-------------------------------|---------------| | Accounts Receivable, Net | 85,477 | | Prepaid Expenses and Deposits | 13,193 | | Right of Use Asset | 13,211 | | TOTAL ASSETS | \$
571,052 | #### LIABILITIES AND MEMBER'S EQUITY | Liabilities | | |---------------------------------------|---------------| | Commissions Payable | \$
303,309 | | Deferred Revenue | 30,250 | | Accounts Payable and Accrued Expenses | 11,320 | | Lease Liabilities | 13,652 | | Total Liabilities | 358,531 | | | | | Member's Equity | 212,521 | | TOTAL LIABILITIES AND MEMBER'S EQUITY | \$
571,052 | | | | See Accompanying Notes to Financial Statement. {4}------------------------------------------------ ## **PUBLIC** SPENCER CLARKE LLC Notes to the Financial Statement For ťēôϙƱŜèÍīϙƅôÍŘϙôIJîôîϙaÍŘèēϙ͒͐Ϡϙ͑͏͕͑ # **1. KƌŐĂŶŝnjĂƟŽŶĂŶĚEĂƚƵƌĞŽĨƵƐŝŶĞƐƐ** Spencer Clarke LLC (The "Company'), a Limited Liability Company, is a Company registered with the ^ĞĐƵƌŝƟĞƐĂŶĚdžĐŚĂŶŐĞŽŵŵŝƐƐŝŽŶĂŶĚŝƐďŽƚŚ a member of the Financial Industry Regulatory Authority, Inc. ("FINRA") and the ^ĞĐƵƌŝƟĞƐ /ŶǀĞƐƚŽƌƐWƌŽƚĞĐƟŽŶŽƌƉŽƌĂƟŽŶ;͞^/W͟Ϳ͘ The Company is wholly owned by Spencer Clarke Management LLC ("SCM"). The Company earns ĐŽŶƐƵůƟŶŐ and advisory fees from providing investment banking services. These fees are earned through its ƉĂƌƟĐŝƉĂƟŽŶ in private placement ŽīĞƌŝŶŐƐ and providing merger and ĂĐƋƵŝƐŝƟŽŶ͕ ĮŶĂŶĐŝĂů advisory and general corporate ĐŽŶƐƵůƟŶŐ services to companies, all within a single line of business. # **2. ^ŝŐŶŝĮĐĂŶƚ ĐĐŽƵŶƟŶŐĂŶĚ ZĞƉŽƌƟŶŐ WŽůŝĐŝĞƐ** # **ĂƐŝƐŽĨWƌĞƐĞŶƚĂƟŽŶ** The accompanying ĮŶĂŶĐŝĂů statements have been prepared on the accrual basis of ĂĐĐŽƵŶƟŶŐ in accordance with ĂĐĐŽƵŶƟŶŐ principles generally accepted in the United States (GAAP) as determined by the Financial ĐĐŽƵŶƟŶŐ Standards Board (FASB) ĐĐŽƵŶƟŶŐ Standards ŽĚŝĮĐĂƟŽŶ (ASC). # **hƐĞŽĨƐƟŵĂƚĞƐ** The ƉƌĞƉĂƌĂƟŽŶ of ĮŶĂŶĐŝĂů statements in conformity with generally accepted ĂĐĐŽƵŶƟŶŐ principles requires management to make ĞƐƟŵĂƚĞƐ ĂŶĚĂƐƐƵŵƉƟŽŶƐƚŚĂƚĂīĞĐƚƚŚĞƌĞƉŽƌƚĞĚĂŵŽƵŶƚƐŽĨĂƐƐĞƚƐ and ůŝĂďŝůŝƟĞƐ and disclosure of ĐŽŶƟŶŐĞŶƚĂƐƐĞƚƐ ĂŶĚůŝĂďŝůŝƟĞƐ at the date of ƚŚĞĮŶĂŶĐŝĂůƐƚĂƚĞŵĞŶƚƐ͕ and the reported amounts of revenues ĂŶĚĞdžƉĞŶƐĞƐ during the ƌĞƉŽƌƟŶŐ period. Actual results ĐŽƵůĚĚŝīĞƌ from those ĞƐƟŵĂƚĞƐ͘ # **ĂƐŚĂŶĚĂƐŚƋƵŝǀĂůĞŶƚƐ** The Company maintains its cash in bank deposit accounts, which may, at ƟŵĞƐ͕ ĞdžĐĞĞĚ federally insured limits. These accounts are monitored regularly, and the Company does not ĞdžƉĞĐƚ to incur any losses. The Company has ĚĞĮŶĞĚ cash and cash equivalents as highly liquid investments with original ŵĂƚƵƌŝƟĞƐ of less than ninety days that are not held-for-sale in the ordinary course of business. Cash is securely held in an account at a depository bank, insured by the Federal Deposit Insurance ŽƌƉŽƌĂƟŽŶ ("FDIC") up to \$250,000. ƐŽĨDĂƌĐŚϯϭ͕ϮϬϮϲ͕ƚŚĞŽŵƉĂŶLJ͛ƐĐĂƐŚĚĞƉŽƐŝƚƐĞdžĐĞĞĚĞĚ&/ŝŶƐƵƌĞĚůŝŵŝƚƐďLJΨ209,171. ## **>ĞĂƐĞƐ** The Company is required to record a right-of-use asset and a corresponding lease liability on the balance sheet for all leases with terms greater than 12 months. All such leases are to be ĐůĂƐƐŝĮĞĚ as either ĮŶĂŶĐĞ or ŽƉĞƌĂƟŶŐ͘ {5}------------------------------------------------ ## **2. ^ŝŐŶŝĮĐĂŶƚ ĐĐŽƵŶƟŶŐ ĂŶĚ ZĞƉŽƌƟŶŐ WŽůŝĐŝĞƐ͕ ĐŽŶƟŶƵĞĚ** ## **&ĂŝƌsĂůƵĞDĞĂƐƵƌĞŵĞŶƚ** &ĂŝƌǀĂůƵĞŝƐĚĞĮŶĞĚ as "the price that would be received to sell an asset or paid to transfer a liability in an orderly ƚƌĂŶƐĂĐƟŽŶ between market ƉĂƌƟĐŝƉĂŶƚƐ at the measurement date." A three-ƟĞƌĞĚ hierarchy for determining fair value has been established that ƉƌŝŽƌŝƟnjĞƐ inputs to ǀĂůƵĂƟŽŶ techniques used in fair value ĐĂůĐƵůĂƟŽŶƐ͘ The three levels of inputs are ĚĞĮŶĞĚ as Level 1 (unadjusted quoted prices for ŝĚĞŶƟĐĂů assets or ůŝĂďŝůŝƟĞƐ in ĂĐƟǀĞ markets), Level 2 (inputs that are observable in the marketplace other than those ŝŶƉƵƚƐĐůĂƐƐŝĮĞĚŝŶ Level 1) and Level 3 (inputs that are unobservable in the marketplace). The Company's ĮŶĂŶĐŝĂů assets and ůŝĂďŝůŝƟĞƐ are presented in the Statement of Financial ŽŶĚŝƟŽŶ at ĐĂƌƌLJŝŶŐĂŵŽƵŶƚƐƚŚĂƚĐůŽƐĞůLJƌĞŇĞĐƚƚŚĞŝƌĨĂŝƌǀĂůƵĞƐĚƵĞƚŽƚŚĞŝƌƐŚŽƌƚ-term nature. #### **ƋƵŝƉŵĞŶƚ** ƋƵŝƉŵĞŶƚ is recorded at cost less accumulated ĚĞƉƌĞĐŝĂƟŽŶ and ĂŵŽƌƟnjĂƟŽŶ͘ ĚĚŝƟŽŶƐ͕ improvements, renewals and ĞdžƉĞŶĚŝƚƵƌĞƐ that add materially to ƉƌŽĚƵĐƟǀĞ capacity or ĞdžƚĞŶĚ the life of an asset are ĐĂƉŝƚĂůŝnjĞĚ͘ Upon ƌĞƟƌĞŵĞŶƚ or disposal of an asset, the asset and related accumulated ĚĞƉƌĞĐŝĂƟŽŶ or ĂŵŽƌƟnjĂƟŽŶ are eliminated. Any gain or loss on such ƚƌĂŶƐĂĐƟŽŶƐ is charged to ŽƉĞƌĂƟŽŶƐ͘ The provision for ĚĞƉƌĞĐŝĂƟŽŶ and ĂŵŽƌƟnjĂƟŽŶ is computed on the straight-line method over the ĞƐƟŵĂƚĞĚ useful life of each depreciable asset. At March 31, 2026, the net book value of property and equipment was \$0. ### **ĐĐŽƵŶƚƐZĞĐĞŝǀĂďůĞ** The Company may occasionally have accounts receivable associated with agreements ĞdžĞĐƵƚĞĚ with independent ĞdžƚĞƌŶĂů ƉĂƌƟĞƐ͘ Under certain circumstances, discernment is crucial in establishing the suitable ƟŵŝŶŐ and measurement of progress for revenue ƌĞĐŽŐŶŝƟŽŶ within a ƉĂƌƟĐƵůĂƌ contract. Consequently, the Company conducts regular assessments of its customers' ĮŶĂŶĐŝĂů ĐŽŶĚŝƟŽŶƐ and monitors the delinquency status of accounts receivable to assess the risk of non-payment. To address ƉŽƚĞŶƟĂů collectability issues, ĂŶƟĐŝƉĂƚĞĚ losses ƌĞƐƵůƟŶŐ from customers who may default on their payment ŽďůŝŐĂƟŽŶƐ is recorded in allowance for ĚŽƵďƞƵů accounts. If, ĂŌĞƌ reasonable ĞīŽƌƚƐ͕ amounts remain uncollected, the Company writes Žī these receivables, recording bad debt ĞdžƉĞŶƐĞ͘ The allowance and write-ŽīƐ are reviewed periodically and adjusted as necessary based on updated ŝŶĨŽƌŵĂƟŽŶĂďŽƵƚ the collectability of accounts. The Company ƌĞĐŽƌĚĞĚΨϭϭϬ͕ϬϬϬŝŶďĂĚĚĞďƚĞdžƉĞŶƐĞĨŽƌ the year ended March 31, 2026. ### **ƌĞĚŝƚ>ŽƐƐĞƐ** The Company follows ASC Topic 326, Financial Instruments -- Credit Losses (ASC 326"). ASC 326 impacts the impairment model for certain ĮŶĂŶĐŝĂů assets by requiring a current ĞdžƉĞĐƚĞĚ credit loss ;>ΗͿ methodology to ĞƐƟŵĂƚĞ ĞdžƉĞĐƚĞĚ credit losses over the ĞŶƟƌĞ life of the ĮŶĂŶĐŝĂů asset. Under the ĂĐĐŽƵŶƟŶŐ update, the Company has the ability to determine whether there are any ĞdžƉĞĐƚĞĚ credit losses in certain circumstances (e.g., based on the credit quality of the customer). At March 31, 2026, the Company had \$85,477 accounts receivable ŶĞƚŽĨĂůůŽǁĂŶĐĞĨŽƌĚŽƵďƞƵůĂĐĐŽƵŶƚƐ from ĞdžĞĐƵƚĞĚ contracts, and this balance is included in the Statement of Financial ŽŶĚŝƟŽŶ͘ {6}------------------------------------------------ ## **2. ^ŝŐŶŝĮĐĂŶƚ ĐĐŽƵŶƟŶŐ ĂŶĚ ZĞƉŽƌƟŶŐ WŽůŝĐŝĞƐ͕ ĐŽŶƟŶƵĞĚ** ## **/ŶĐŽŵĞdĂdžĞƐ** The Company is a single member limited liability company that is treated as a disregarded ĞŶƟƚLJ for income ƚĂdž purposes as all income or loss ŇŽǁƐ through to its Parent. Therefore, no provision for federal or state ŝŶĐŽŵĞƚĂdžĞƐ has been included in the accompanying ĮŶĂŶĐŝĂů statements. The Company follows the FASB ĐĐŽƵŶƟŶŐ Standards ŽĚŝĮĐĂƟŽŶ (ASC) ϳϰϬ-10, ĐĐŽƵŶƟŶŐ for Uncertainty in Income dĂdžĞƐ͘hŶĚĞƌ FASB ASC ϳϰϬ-10, the Company is required to evaluate each of ŝƚƐƚĂdž ƉŽƐŝƟŽŶƐƚŽ determine if they are "more likely than not" of being sustained "when challenged" or "when ĞdžĂŵŝŶĞĚ͟ by the applicable ƚĂdžŝŶŐ authority. dĂdž ƉŽƐŝƟŽŶƐ not deemed to meet the "more likely than not" threshold would be recorded as a ƚĂdž ĞdžƉĞŶƐĞ and liability in the current period. A ƚĂdž ƉŽƐŝƟŽŶ includes an ĞŶƟƚLJ͛Ɛ status, including its status as a pass-through ĞŶƟƚLJ͕ĂŶĚ the decision ŶŽƚƚŽĮůĞĂ ƚĂdžƌĞƚƵƌŶ͘ Management has concluded that there are no ƚĂdž ŽďůŝŐĂƟŽŶƐ stemming from unacknowledged ƚĂdž ďĞŶĞĮƚƐ associated with uncertain income ƚĂdž ƉŽƐŝƟŽŶƐ taken or ĂŶƟĐŝƉĂƚĞĚ For the ĮƐĐĂů year ended March 31, 2026. Any ƚĂdž returns for the years ended March 31, 2022 and ƚŚĞƌĞĂŌĞƌ remain open and are therefore subject to audit ďLJƚŚĞƚĂdžŝŶŐ ĂƵƚŚŽƌŝƟĞƐ͘ No income ƚĂdžƌĞƚƵƌŶƐ are ĐƵƌƌĞŶƚůLJƵŶĚĞƌĞdžĂŵŝŶĂƟŽŶ͘ ## **ZĞǀĞŶƵĞZĞĐŽŐŶŝƟŽŶ** Revenue from contracts with customers includes fees from investment banking. The ƌĞĐŽŐŶŝƟŽŶ and measurement of revenue is based on the assessment of individual contract ƚĞƌŵƐ͘^ŝŐŶŝĮĐĂŶƚũƵĚŐĞŵĞŶƚ is required to determine whether performance ŽďůŝŐĂƟŽŶƐ are ƐĂƟƐĮĞĚ at a point in ƟŵĞ or over ƟŵĞ͖ how to allocate ƚƌĂŶƐĂĐƟŽŶ prices where ŵƵůƟƉůĞ performance ŽďůŝŐĂƟŽŶƐ are ŝĚĞŶƟĮĞĚ͖ when to ƌĞĐŽŐŶŝnjĞ revenue based on the appropriate measure of the Companies progress under the ĐŽŶƚƌĂĐƚ͖ whether revenue should be presented gross or net of certain ĐŽƐƚƐ͖ and whether constraints on variable ĐŽŶƐŝĚĞƌĂƟŽŶ should be applied due to uncertain future events. #### *Advisory Fees* dŚĞĐŽŵƉĂŶLJƌĞĐĞŝǀĞƐĨĞĞƐĨŽƌĂĚǀŝƐŝŶŐĐƵƐƚŽŵĞƌƐŽŶŵĞƌŐĞƌƐĂŶĚĂĐƋƵŝƐŝƟŽŶƐĨŽƌǁŚŝĐŚƚŚĞLJŵĂLJƌĞĐĞŝǀĞ ĨĞĞƐŽǀĞƌƟŵĞ͘ZĞǀĞŶƵĞŝƐƌĞĐŽŐŶŝnjĞĚĂƐĐĞƌƚĂŝŶƉĞƌĨŽƌŵĂŶĐĞŽďůŝŐĂƟŽŶƐĂƌĞŵĞƚ͕ŽƌŵŝůĞƐƚŽŶĞƐƌĞĂĐŚĞĚ pursuant to the agreement. &ĞĞƐƌĞĐĞŝǀĞĚŝŶĂĚǀĂŶĐĞŽĨƉĞƌĨŽƌŵĂŶĐĞŽďůŝŐĂƟŽŶƐďĞŝŶŐƐĂƟƐĮĞĚĂƌĞ deferred. The Company has deferred revenue of \$30,250 as of March 31, 2026. ### *Investment Banking* /ŶǀĞƐƚŵĞŶƚĂŶŬŝŶŐ;ƐƵĐĐĞƐƐĨĞĞƐͿĂƌĞƌĞĐŽŐŶŝnjĞĚĂƚƚŚĞƉŽŝŶƚŝŶƟŵĞǁŚĞŶƚŚĞCompany's performance under the terms of the contractual arrangement is completed. The Company receives fees from the sale of ŝŶƚĞƌĞƐƚƐŝŶƉƌŝǀĂƚĞƉůĂĐĞŵĞŶƚƐǁŚŝĐŚĂƌĞƌĞĐŽŐŶŝnjĞĚĂƚƚŚĞƉŽŝŶƚŝŶƟŵĞĂƚǁŚŝĐŚƚŚĞĐƵƐƚŽŵĞƌ ƐƵďƐĐƌŝƉƟŽŶŝƐĂĐĐĞƉƚĞĚďLJƚŚĞƉůĂĐĞŵĞŶƚ͘ ĚĚŝƟŽŶĂůůLJ͕ƚŚĞĐŽŵƉĂŶLJƌĞĐĞŝǀĞƐĨĞĞƐĨƌŽŵƉƌĞǀŝŽƵƐůLJ ĐŽŵƉůĞƚĞĚĞŶŐĂŐĞŵĞŶƚƐǁŚĞƌĞƚŚĞĨĞĞŝƐƌĞĐĞŝǀĞĚŽǀĞƌƟŵĞǁŚŝĐŚŝƐƌĞĐŽŐŶŝnjĞĚǁŚĞŶƚŚĞƌĞŝƐĐĞƌƚĂŝŶƚLJŽĨ collecƟŽŶ͘ ### *^eƩůement Fees* dŚĞŽŵƉĂŶLJƌĞĐĞŝǀĞƐĂĨĞĞĨƌŽŵĂƐĞƩůĞŵĞŶƚŽĨĂƉƌŝŽƌĞŶŐĂŐĞŵĞŶƚĂŶĚǁĂƐƌĞĐŽŐŶŝnjĞĚǁŚĞŶĐĞƌƚĂŝŶƚLJ ĞdžŝƐƚĞĚĂƐƚŽƉĂLJŵĞŶƚ͘ {7}------------------------------------------------ ## **2. ^ŝŐŶŝĮĐĂŶƚ ĐĐŽƵŶƟŶŐ ĂŶĚ ZĞƉŽƌƟŶŐ WŽůŝĐŝĞƐ͕ ĐŽŶƟŶƵĞĚ** ## *Other Revenue* The Company earns other revenue primarily through ĂĐƟǀĂƟŽŶ fees, introducing agent fees, and ĐŽŶƐƵůƟŶŐ services related to investment banking services. ĐƟǀĂƟŽŶ fees are typically charged in ĐŽŶŶĞĐƟŽŶ with the onboarding of new clients or accounts, while introducing agent fees are earned for referring clients to thirdparty service providers. ŽŶƐƵůƟŶŐ services may include ŽƉĞƌĂƟŽŶĂů͕ strategic, or regulatory advisory support. ZĞǀĞŶƵĞ ŝƐ ƌĞĐŽŐŶŝnjĞĚ at the point in ƟŵĞ when the related services are rendered and the performance ŽďůŝŐĂƟŽŶƐ are ƐĂƟƐĮĞĚ͘ Fees are generally ĮdžĞĚ and ƐƟƉƵůĂƚĞĚ in the applicable service agreements. ## **3. WƌĞƉĂŝĚĞƉŽƐŝƚƐĂŶĚdžƉĞŶƐĞƐ** Prepaid deposits ĂŶĚĞdžƉĞŶƐĞƐ signify advance payments made for forthcoming goods, services, or rights. The Company follows a ƐLJƐƚĞŵĂƟĐ approach to ƌĞĐŽŐŶŝnjĞ and allocate these ĞdžƉĞŶƐĞƐ over the periods when the related ďĞŶĞĮƚƐ are ƵƟůŝnjĞĚ͘ As of March 31, 2026, the Company's prepaid deposits and ĞdžƉĞŶƐĞƐ amounted to \$13,ϭϵϯ and ƚŚŝƐĮŐƵƌĞŝƐĚŝƐĐůŽƐĞĚ in the Statement of Financial ŽŶĚŝƟŽŶ͘ ## **4. ĐĐŽƵŶƚƐZĞĐĞŝǀĂďůĞ** As of March 31, 2026, the Company reported \$ϴϱ͕ϰϳϳ in accounts receivable arising from ĞdžĞĐƵƚĞĚ contracts with customers, as disclosed in the Statement of Financial ŽŶĚŝƟŽŶ͘ Based on the nature and terms of these contracts, their ƌĞůĂƟǀĞůLJ short ĚƵƌĂƟŽŶ͕ and the creditworthiness of the customers, the Company considers these receivables to be fully ĐŽůůĞĐƟďůĞ͘ ## **5. ROU** ROU assets represent the Company͛ƐƌŝŐŚƚƚŽƵƐĞĂŶƵŶĚĞƌůLJŝŶŐĂƐƐĞƚĨŽƌƚŚĞůĞĂƐĞƚĞƌŵĂŶĚůĞĂƐĞůŝĂďŝůŝƟĞƐ represent the Company͛Ɛ ŽďůŝŐĂƟŽŶ ƚŽ ŵĂŬĞ ůĞĂƐĞ ƉĂLJŵĞŶƚƐ ĂƌŝƐŝŶŐ ĨƌŽŵ ƚŚĞ ůĞĂƐĞ͘ ZKh ĂƐƐĞƚƐ ĂŶĚ ůŝĂďŝůŝƟĞƐĂƌĞƌĞĐŽŐŶŝnjĞĚĂƚƚŚĞůĞĂƐĞĐŽŵŵĞŶĐĞŵĞŶƚĚĂƚĞďĂƐĞĚŽŶƚŚĞƉƌĞƐĞŶƚǀĂůƵĞŽĨůĞĂƐĞƉĂLJŵĞŶƚƐ over the lease term. For determining the present value of lease payments, we use the discount rate implicit in the lease when readily determinable. As the Company's lease does not provide an implicit rate, we use ĂŶŝŶĐƌĞŵĞŶƚĂůďŽƌƌŽǁŝŶŐƌĂƚĞŝŶĚĞƚĞƌŵŝŶŝŶŐƚŚĞƉƌĞƐĞŶƚǀĂůƵĞŽĨůĞĂƐĞƉĂLJŵĞŶƚƐƚŚĂƚĂƉƉƌŽdžŝŵĂƚĞƐƚŚĞ ƌĂƚĞŽĨŝŶƚĞƌĞƐƚǁĞǁŽƵůĚŚĂǀĞƚŽƉĂLJƚŽďŽƌƌŽǁŽŶĂĐŽůůĂƚĞƌĂůŝnjĞĚďĂƐŝƐŽǀĞƌĂƐŝŵŝůĂƌƚĞƌŵ͘ {8}------------------------------------------------ ## **5. ROU͕ŽŶƚŝŶƵĞĚ** dŚĞZKhĂƐƐĞƚŵĞĂƐƵƌĞŵĞŶƚǁĂƐĐĂůĐƵůĂƚĞĚƵƐŝŶŐƚŚĞĮdžĞĚƐĐŚĞĚƵůĞĚƌĞŶƚƉĂLJŵĞŶƚƐ͕ǁŚŝĐŚŝŶĐůƵĚĞĚone month of free rent and an annual increase of 4% up to the maturity date of April 202ϳ͕ǁŝƚŚŽƵƚĂŶŽƉƟŽŶ ƚŽ ĞdžƚĞŶĚ͘ dŚĞ ĂŐƌĞĞŵĞŶƚ ĚŽĞƐ ĐŽŶƚĂŝŶ ŶŽŶ-lease payments composed of common area maintenance ;͞D͟Ϳ͕ŝŶƐƵƌĂŶĐĞĂŶĚƵƟůŝƟĞƐ͘dŚĞCompany ĚŝĚŶŽƚĞůĞĐƚƚŚĞƉƌĂĐƟĐĂůĞdžƉĞĚŝĞŶƚƵŶĚĞƌ^ϴϰϮ-10-15 ϯϳĂŶĚƚŚĞƌĞĨŽƌĞ͕ǁĂƐĂďůĞƚŽƐĞƉĂƌĂƚĞDĨĞĞƐ͕ŝŶƐƵƌĂŶĐĞĂŶĚƵƟůŝƟĞƐĂƐŶŽŶ-lease component. CAM fees are adjusted annually based on the Company's pro-ƌĂƚĂ ƐŚĂƌĞ ŽĨ ƚŚĞ ůĞƐƐŽƌ͛ƐĞdžƉĞŶƐĞƐ ƚŽŵĂŝŶƚĂŝŶ ƚŚĞ building. # Other InformaƟŽŶ dŚĞĨŽůůŽǁŝŶŐƐƵŵŵĂƌŝnjĞƐƚŚĞůŝŶĞŝƚĞŵƐŝŶƚŚĞďĂůĂŶĐĞƐŚĞĞƚǁŚŝĐŚŝŶĐůƵĚĞĂŵŽƵŶƚƐĨŽƌŽƉĞƌĂƟŶŐůĞĂƐĞƐ as of March 31, 2026: | Operating Lease – Right of Use Asset | \$
13,211 | |---------------------------------------------------------------------------------|-----------------------| | Operating Lease - Short Term Liability
Operating Lease - Long Term Liability | \$
ϭϮ͕ϲϯϳ
1,015 | | Total operating lease liabilities | \$
13,652 | Cash paid for amounts included in measurement of the lease liability: KƉĞƌĂƟŶŐĐĂƐŚŇŽǁƐĨƌŽŵ ƚŚĞŽƉĞƌĂƟŶŐůĞĂƐĞ \$ 10,141 | Weighted-average remaining | | |--------------------------------|------| | lease term (year) | 1.Ϭϴ | | Weighted-average discount rate | ϯ͘ϳ% | # DĂƚƵƌŝƟĞƐ dŚĞŵĂƚƵƌŝƚLJŽĨƚŚĞůĞĂƐĞůŝĂďŝůŝƚLJŽŶĂŶƵŶĚŝƐĐŽƵŶƚĞĚĐĂƐŚŇŽǁďĂƐŝƐĂŶĚĂƌĞĐŽŶĐŝůŝĂƟŽŶƚŽƚŚĞŽƉĞƌĂƟŶŐ ůĞĂƐĞůŝĂďŝůŝƚLJƌĞĐŽŐŶŝnjĞĚŽŶƚŚĞƐƚĂƚĞŵĞŶƚŽĨĮŶĂŶĐŝĂů ĐŽŶĚŝƟŽŶĂƐŽĨMarch 31, 2026: zĞĂƌŶĚŝŶŐMarch 31: | 202ϳ | \$
ϭϮ͕ϵϬϲ | |-----------------------------------------|--------------| | 202ϴ | ϵϵϬ | | | \$
13,ϴϵϲ | | Less: Interest | (245) | | Present value of the lease liability \$ | 13,651 | {9}------------------------------------------------ ![](_page_9_Picture_0.jpeg) ## **6. ƋƵŝƉŵĞŶƚ͕ ŶĞƚ** Property and equipment is fully depreciated and consist of the following at March 31, 2026: | &ƵƌŶŝƚƵƌĞĂŶĚƋƵŝƉŵĞŶƚ͕ŶĞƚ | | |------------------------------------|---------------| | Furniture and equipment | \$
ϭϰϯ͕ϳϬϭ | | Less: accumulated ĚĞƉƌĞĐŝĂƟŽŶ | ;ϭϰϯ͕ϳϬϭͿ | | Total furniture and equipment, net | \$
- | ĞƉƌĞĐŝĂƟŽŶĞdžƉĞŶƐĞǁĂƐΨϬĨŽƌƚŚĞĮƐĐĂůLJĞĂƌĞŶĚĞĚDĂƌĐŚϯϭ͕ϮϬϮ6. # **8. EĞƚĂƉŝƚĂůĂŶĚZĞƐĞƌǀĞZĞƋƵŝƌĞŵĞŶƚƐ** ## Net Capital Requirements The Company is subject to the ^ĞĐƵƌŝƟĞƐ and džĐŚĂŶŐĞ Commission's Uniform Net Capital Rule (15c3-1) (the "Rule"), which requires the maintenance of minimum net capital. The ƌĂƟŽŶ of aggregate indebtedness to net capital cannot ĞdžĐĞĞĚ 1500%. ĚĚŝƟŽŶĂůůLJ͕ the Rule prohibits the Company from engaging in ƐĞĐƵƌŝƟĞƐƚƌĂŶƐĂĐƟŽŶƐ if its net capital falls below \$5,000 and restricts the withdrawal of equity capital or the payment of cash dividends if ƚŚĞĂŐŐƌĞŐĂƚĞŝŶĚĞďƚĞĚŶĞƐƐĞdžĐĞĞĚƐϭ͕ϬϬϬй of net capital. At March 31, 2026, the Company had net capital of \$1ϳϳ,ϳϮϴ which was \$1ϱϰ͕ϳϬϳ ŝŶĞdžĐĞƐƐŽĨŝƚƐƌĞƋƵŝƌĞĚ ŶĞƚĐĂƉŝƚĂůĂŶĚƚŚĞƌĂƟŽŽĨ aggregate indebtedness to net capital was 1͘ϵϰϯƚŽϭ͘ # **9. ^ĞŐŵĞŶƚZĞƉŽƌƟŶŐ** The Company operates as a ƐĞĐƵƌŝƟĞƐ broker-dealer in a single line of business, ŽīĞƌŝŶŐ a range of services within the ƐĞĐƵƌŝƟĞƐ brokerage sector. The Company has ŝĚĞŶƟĮĞĚ its K as the chief ŽƉĞƌĂƟŶŐ decision maker ("CODM"), who uses net income to evaluate the results of the business, predominantly in the ĨŽƌĞĐĂƐƟŶŐ process, to manage the Company. ĚĚŝƟŽŶĂůůLJ͕ the CODM uses ĞdžĐĞƐƐŶĞƚ capital (see Note ϴͿ͕ which is not a measure of ƉƌŽĮƚ and loss, to make ŽƉĞƌĂƟŽŶĂů decisions while maintaining capital adequacy, such as whether to reinvest ƉƌŽĮƚƐ or pay dividends. The Company's ŽƉĞƌĂƟŽŶƐ ĐŽŶƐƟƚƵƚĞ a single ŽƉĞƌĂƟŶŐ segment and therefore, a single reportable segment, because the CODM manages the business ĂĐƟǀŝƟĞƐƵƐŝŶŐ ŝŶĨŽƌŵĂƟŽŶ of the Company as a whole. As a result, no disaggregated segment ŝŶĨŽƌŵĂƟŽŶ is presented. # **10. ŽŵŵŝƚŵĞŶƚƐĂŶĚŽŶƟŶŐĞŶĐŝĞƐ** KƉĞƌĂƟŶŐ as a broker-dealer, the Company is ĞdžƉŽƐĞĚ to ƉŽƚĞŶƟĂů ůŝƟŐĂƟŽŶ͕ claims, and regulatory ĞdžĂŵŝŶĂƟŽŶƐ͘ Following a comprehensive ĞǀĂůƵĂƟŽŶ of ƉŽƚĞŶƟĂů ĞdžƉŽƐƵƌĞƐ͕ management holds the opinion that, as of March 31, 2026, there are no outstanding commitments or contingencies. The Company had no lease or equipment rental commitments (other than as disclosed in Note 5 above), no ƵŶĚĞƌǁƌŝƟŶŐ commitments, no ĐŽŶƟŶŐĞŶƚ ůŝĂďŝůŝƟĞƐ͕ and had not been named as a defendant in any lawsuit at March 31, 2026 or during the year then ended. {10}------------------------------------------------ ## **11. ^ƵďŽƌĚŝŶĂƚĞĚ>ŝĂďŝůŝƟĞƐ** As of March 31, 2026, the Company did not have any ůŝĂďŝůŝƟĞƐ subordinate to the claims of general creditors at the start, end, or throughout the period. ## **12. ^ƵďƐĞƋƵĞŶƚǀĞŶƚƐ** /Ŷ ƉƌĞƉĂƌŝŶŐ ƚŚĞƐĞ ĮŶĂŶĐŝĂů ƐƚĂƚĞŵĞŶƚƐ͕ ƚŚĞ DĂŶĂŐĞŵĞŶƚ of the Company has evaluated events and ƚƌĂŶƐĂĐƟŽŶƐƚŚƌŽƵŐŚƚŚĞĚĂƚĞƚŚĞĮŶĂŶĐŝĂůƐƚĂƚĞŵĞŶƚƐǁĞƌĞĂǀĂŝůĂďůĞƚŽďĞŝƐƐƵĞĚĂŶĚƚŚĞƌĞĂƌĞŶŽĞǀĞŶƚƐ ŽƌƚƌĂŶƐĂĐƟŽŶƐ ƌĞƋƵŝƌŝŶŐĚŝƐĐůŽƐƵƌĞŽƌƌĞĐŽŐŶŝƟŽŶ͘ Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.