# THOMAS CAPITAL GROUP, INC. X-17A-5/A (2026-05-26) — Broker-dealer annual report - Company: THOMAS CAPITAL GROUP, INC. - Form: X-17A-5/A - Filed: 2026-05-26 - Period: 2026-03-31 - Accession: 0001060494-26-000004 - CIK: 1060494 - File #: 8-50986 - Type: Broker-dealer - Material weakness: No - Auditor: DCPA, Inc. - Auditor location: Century City, CA - Contact: Stephen Myott - Phone: 253-777-4477 - Email: sjmyott@thomascapital.com - Website: thomascapital.com - Signed by: Stephen Myott (Managing Director) Original filing: https://www.sec.gov/Archives/edgar/data/1060494/000106049426000004/thomasamendaudit.pdf --- {0}------------------------------------------------ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ## ANNUAL REPORTS FORM X-17A-5 PART III OMB APPROVAL OMB Number: 3235-0123 Expires: Nov. 30, 2026 Estimated average burden hours per response: 12 sec file number 8-50986 FACING PAGE Information Required Pursuant to Rules 17a-5, 17a-12, and 18a-7 under the Securities Exchange Act of 1934 AND ENDING\_03/31/2026 filing for the period beginning 04/01/2025 MM/DD/YY MM/DD/YY A. REGISTRANT IDENTIFICATION NAME OF FIRM: Thomas Capital Group, Inc. TYPE OF REGISTRANT (check all applicable boxes): ത Security-based swap dealer ■ Broker-dealer □ Check here if respondent is also an OTC derivatives dealer ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) 3312 Rosedale St. NW, Suite 203B (No. and Street) Gig Harbor WA 98335 (Zip Code) (City) (State) PERSON TO CONTACT WITH REGARD TO THIS FILING Stephen Myott (253) 777-4477 sjmyott@thomascapital.com (Name) (Area Code - Telephone Number) (Email Address) B. ACCOUNTANT IDENTIFICATION INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing\* DCPA, INC. (Name – if individual, state last, first, and middle name) 1999 AVENUE OF THE STARS, SUITE 1100 CENTURY CITY CITY CA 90067 (Address) (State) (Zip Code) (City) 9/15/2020 6567 (Date of Registration with PCAOB)(if applicable) (PCAOB Registration Number, if applicable) FOR OFFICIAL USE ONLY \* Claims for exemption from the requirement that the annual reports of an independent public accountant must be supported by a statement of facts and circumstances relied on as the basis of the exemption. See 17 CFR 240.17a-5(e)(1)(ii), if applicable. Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. {1}------------------------------------------------ ## OATH OR AFFIRMATION | Stephen Myott | swear (or affirm) that, to the best of my knowledge and belief, the | | |-----------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------|-------| | tinancial report pertaining to the firm of Thomas Capital Group, Inc. | | as of | | 3/31 | 2 026 | | | | 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. | | -DocuSigned by: | | | | | |-----------|-----------------|--|--|--|--| | ignature: | Stephen Myst | | | | | A6FDA0E78D2F4A3 Title: Managing Director Notary Public ## 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. - □ (I) 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 capible net worth under 17 CFR 240.15c3-1, 17 CFR 240.18a-2, 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. - - | - (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. - | as applicable. - □ (y) Report describing any material inadequacies found to have existed since the date of the previous audit, or a statement that no material inadequacies exist, under 17 CFR 240.17a-12(k). - □ (z) Other: - \*\* To request confidential treatment of certain portions of this filing, see 17 CFR 240.17a-5(e)(2), as applicable. {2}------------------------------------------------ Report on Audit of Financial Statements and Supplementary Information As of and for the Year Ended March 31, 2026 {3}------------------------------------------------ Contents | As of and for the Year Ended March 31, 2026 | | |--------------------------------------------------------------------------------------------------------------------|-------------| | Report of Independent Registered Public Accounting Firm | 1 | | Financial Statements | | | Statement of Financial Condition | 2 | | Statement of Operations | 3 | | Statement of Changes in Stockholders' Equity | 4 | | Statement of Cash Flows | 5 | | Statement of Changes in Liabilities Subordinated to the Claims of General Creditors | 6 | | Notes to Financial Statements | 7. 8. 9. 10 | | Supplementary Information | | | Schedule I - Schedule of Computation of Net Capital Under Rule 15c3-1 of
the Securities and Exchange Commission | 11 | | Schedule II - Computation for Determination of Reserve Requirement
Pursuant to SEC Rule 15c3-3 | 12 | | Schedule III - Information Relating to Possession or Control Requirements
Under SEC Rule 15c3-3 | 13 | | Report of Independent Registered Public Accounting Firm on Exemption Provisions | 14 | | Exemption Report | 15 | {4}------------------------------------------------ ## REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM DCPA To The Board of Directors and the Stockholders of Thomas Capital Group, Inc.: ## Opinion on the Financial Statements We have audited the accompanying statement of financial condition of Thomas Capital Group, Inc. (the "Company") as of March 31, 2026, the related statements of operations, changes in stockholders' equity, changes in subordinated liabilities to the claims of general creditors, 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 March 31, 2026, 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. ## 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. ## Supplemental Information The information contained in Schedules I, II and III ("Supplemental Information") has been subjected to audit procedures performed in conjunction with the audit of the Company's financial statements. The Supplemental Information is the responsibility of the 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, Schedules I, II and III are fairly stated, in all material respects, in relation to the financial statements taken as a whole. DCPA DCPA We have served as the Company's auditor since 2023. Century City, California May 13, 2026 {5}------------------------------------------------ ### Statement of Financial Condition March 31, 2026 ### assets Accumulated deficit total stockholders' equity | Cash | ತಿ | 75,603 | |-------------------------------------------------------------------------------------------|------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------| | Prepaid expenses and other assets | | 4,245 | | Investments in private investment funds, at fair market value | | 12,216 | | Investment in private equity securities, at fair market value | | 136,645 | | TOTAL ASSETS | ತಿ | 228,709 | | | | | | LIABILITIES AND STOCKHOLDERS' EQUITY | | | | LIABILITIES: | | | | Accounts payable and accrued expenses | ಕ್ಕಿ | 1,645 | | Liabilities subordinated to claims of general creditors | | 185,000 | | TOTAL LIABILITIES | | 186,645 | | STOCKHOLDERS' EQUITY | | | | Common stock, no par value, 200,000 shares authorized and, 98,598 issued, and outstanding | | 2,758,480 | | Additional Doid in Conital | | ﺃﺷﺎﺭﻙ ﺍﻟﻘﺮﻥ ﺍﻟﻤﺴﺎﻓﺮ ﺍﻟﻤﺴﺎﻓﺮ ﺍﻟﻤﺴﺎﻓﺮ ﺍﻟﻤﺴﺎﺣﺔ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍ | TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY \$ 228,709 (2,796,416) 42,064 The accompanying notes are an integral part of these financial statements 2 {6}------------------------------------------------ # | REVENUES: | | |------------------------------------|---------------| | Investment banking | ತಿ
195,000 | | Net loss on investments | (5,300) | | Other income | 5.000 | | Total revenues | 194.700 | | EXPENSES: | | | Employee compensation and benefits | 340,202 | | Travel and entertainment | 15,046 | | Professional fees | 97,175 | | Dues and subscriptions | 21,735 | | Occupancy and equipment | 333 | | Interest expense | 8,477 | | Bad debts | 2,005 | | Communications | 3,238 | | Regulatory fees and expenses | 9,989 | | Other expenses | 25,170 | | Total expenses | 523,370 | | | | NET LOSS \$ The accompanying notes are an integral part of these financial statements {7}------------------------------------------------ # Statement of Changes in Stockholders' Equity | | Shares | | Common
Stock | | Additional Paid in
Capital | | Accumulated
Deficit | | Stockholders'
Equity | | |--------------------------------------|---------|----|-----------------|---|-------------------------------|----|------------------------|------|-------------------------|--| | Balance at March 31, 2025 | 98.268 | S | 2.821.241 | S | | S | (2,467,746) | ಕ್ಕಾ | 353.495 | | | Retirement of common stock (Note 11) | (4,670) | | (28,601) | | | | | | (28,601) | | | Capital Contributions | | | | | 80.000 | | | | 80.000 | | | Distribution of Property (Note 11) | | | (34,160) | | | | | | (34,160) | | | Net loss | | | | | | | (328.670) | | (328.670) | | | Balance at March 31, 2026 | 93.598 | es | 2,758,480 | S | 80,000 | ea | (2,796,416) | S | 42.064 | | The accompanying notes are an integral part of these financial statements. {8}------------------------------------------------ ## !" |

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150.000 | |---------------------------------------------|----|------------------| | Increase:
Issuance of subordinated notes | | 35.000 | | (Decrease): | | | | Balance at March 31. 2026 | | \$ 185.000 | The accompanying notes are an integral part of these financial statements. {10}------------------------------------------------ #### Notes to Financial Statements March 31, 2026 #### Note 1 - Description of Operations and Summary of Significant Accounting Policies Operations - Pursuant to a plan of reorganization effective January 2, 2008. Thomas Capital Group. Inc. (the "Company"), a Washington Subchapter S Corporation, is the successor organization to Thomas Capital Group, LLC. Thomas Capital Group, Inc. assumed all of the assets and liabilities of Thomas Capital Group, LLC, and no changes in ownership and/or control occurred. The Company continues the business of the registered predecessor broker-dealer as a private equity placement agent focused on raising capital for private equity funds and alternative investment products from institutional investors. It is registered with the Securities and Exchange Commission ("SEC") and is a member of the Financial Industry Regulatory Authority ("FINRA") and the Securities Investor Protection Corporation ("SIPC"). The Company's primary source of revenue is contractual retainer and placement fees. Revenue Recognition - Investment banking fees consist of retainer fees and placement fees. Retainer fees earned during the year amounted to \$82,500 while placement fees were \$112,500. The Company earns retainer fees from providing financial consulting services in accordance with placement or other contractual agreements. Generally, these retainer fees are billed on a periodic basis representing the engagement services performed and are nonrefundable. Revenue is recognized in the period billed, upon the performance of the Company's related obligations. The Company earns placement fees as an agent for client offerings. The Company recognizes placement fees revenue upon the closing date of the underlying transaction. At this point, the parties have been identified, the revenue amount is known or is determinable, and the Company's performance obligations have been completed in accordance with the terms of the contractual agreement. From time to time, the Company may receive securities as a form of payment in lieu of cash for certain transactions and accordingly recognizes this as revenue. No securities were received during the fiscal vear ended March 31, 2026. In all cases, revenue recognition is subject to collection being probable. Reimbursable out-of-pocket expenses are recorded as incurred. Transaction-related costs are recorded as expenses in the same reporting period as the associated revenue, when the actual costs are known or estimable. Transaction-related costs are expensed in the event that client engagements are terminated for other reasons. In certain cases, the retainer fee is fully or partially credited against the success fee. As of March 31, 2026, the Company does not have any open contract balances. Cash - The Company may hold cash in financial institutions that exceeds the Federal Deposit Insurance Corporation ("FDIC") insurable limit. The Company mitigates this credit risk by only using highly qualified financial institutions. Accounts Receivable - The Company carries its accounts receivable at cost less an allowance for doubtful accounts. The evaluation of credit impairment requires immediate recognition of estimated credit losses expected to occur. The estimate of expected credit losses is based on relevant information about past events, current economic conditions, and reasonable forecasts of future economic conditions that affect the ability to collect the receivable. During the year ending March 31, 2026, the Company wrote-off \$2,005 as Bad Debt on the Statement of Operations. There were no accounts receivable at March 31, 2026. Private Investment Funds - Investments in Private Investment Funds are valued at fair value as determined by the Company's management. The estimated value received in lieu of cash does not necessarily represent the amount that may be ultimately realized due to the occurrence of future circumstances that cannot be reasonably determined. Private Equity Securities - Investments in private equity securities received in lieu of cash are valued at fair value as determined by the Company's management. The estimated value does not necessarily represent the amount that may be ultimately realized due to the occurrence of future circumstances that cannot be reasonably determined. Taxes - The Company has elected to be a Subchapter S Corporation for income tax purposes, and its net income or loss is included in the personal tax returns of the shareholders. {11}------------------------------------------------ #### Notes to Financial Statements March 31, 2026 Note 1 - Description of Operations and Summary of Significant Accounting Policies (Continued) Taxes (Continued) - Taxes assessed by governmental authorities on revenue-producing transactions are recorded on a gross basis and are included in taxes and licenses expense on the accompanying Statement of Operations. The Company has elected to report the statement of changes in stockholders' equity without disclosing the accumulated adjustment account and other equity accounts pertinent to an S Corporation. There is no financial impact to these financial statements. The Company is required to file income tax returns in both federal and state tax jurisdictions. 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 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 March 31, 2026, the IRS has not proposed any adjustment to the Company's tax position. Use of Estimates - The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates 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, statements and accompanying notes. Actual results could differ from those estimates. The Company conducts its business activities and reports financial results as a single reportable brokerage services segment. The CODM title and position is the CEO who makes decisions about allocating resources and assessing 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 #### Note 2 - Investments in Private Investment Funds, at fair market value The Company is invested in one nonpublic investment fund with restricted marketability. No quoted market exists for this investment is held in the form of an executed subscription document, which can be found on the fund's investor portal. After initial recognition, in determining the fair market value of the non-exchange-traded externally managed private investment fund, the Company generally considers the Net Asset Value (NAV) of the fund provided by the fund manager to be the best estimate of the fair value and is classified as Level 3 of the fair value hierarchy (Note 4). Management believes this valuation methodology most fairly presents the amount that would have been realized had the investment been redeemed as of the date of these financial statements. Net investment loss on private investment funds is \$5,300 for the fiscal year ended March 31, 2026. and is included in net loss on investments on accompanying Statement of Operations #### Note 3 - Investments in Private Equity Securities, at fair market value As discussed in Note 1, investments in private equity securities are recorded at fair value as determined by the Company's management. These private equity securities consist of preferred shares and common shares as well as warrants to purchase preferred shares. After initial recognition, in determining the fair market value of the private equity securities, the Company generally considers the quoted price in the latest stock purchase agreement to be the best estimate of the fair value. As of March 31, 2026, fair market value for this investment is \$136,645 and is classified in Level 3 of the fair value hierarchy (See Note 4). The estimated value does not necessarily represent the amounts that may be ultimately realized due to the occurrence of future circumstances that cannot readily be determined. A capital distribution of 20% of the equity securities (\$34,160) was distributed to a shareholder during the fiscal year ended March 31, 2026 and is included as a Distribution of Property on the Statement of Changes in Stockholders' Equity (Note 11). {12}------------------------------------------------ #### Notes to Financial Statements March 31, 2026 #### Note 4 - Fair Value Measurement On January 1, 2009, the Company adopted FASB ASC 820. Fair Value Measurements and Disclosures, which defines fair value, establishes a framework for measuring fair value, and establishes a fair value hierarchy. which prioritizes the inputs to valuation techniques. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market. Valuation techniques that are consistent with the market, income or cost approach, as specified by FASB ASC 820, are used to measure fair value. The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels: - Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities the Company has the ability to access. - Level 2 inputs are inputs (other than quoted prices included within level 1) that are observable for the asset or liability, either directly or indirectly. - Level 3 are unobservable inputs for the asset or liability and rely on . management's own assumptions about the assumptions that market participants would use in pricing the asset or liability. (The unobservable inputs should be developed based on the best information available in the circumstances and may include the Company's own data.) The following table presents the Company's fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis as of March 31, 2026. | Assets | Fair Value | | | | Level 1 Inputs Level 2 Inputs Level 3 Inputs | |------------------------------------------|------------|--|--|----|--------------------------------------------------| | l Marketable securities | | | | | | | Investments in private investment funds | 12.216 | | | ಕೆ | 12.216 | | Investments in private equity securities | 136.645 | | | | 136.645 | | Total | 148.861 | | | | 148.861 | The following is a reconciliation of the Level 3 beginning and ending balances for assets measured at fair value on a recurring basis using significant unobservable inputs during the vear ended March 31. 2026: | Balance as of March 31, 2025 | \$188.321 | | | |-----------------------------------------------------|-----------|--|--| | Unrealized loss on private investment funds | (5,300) | | | | Distribution of private equity securities (Note 11) | (34.160) | | | | Balance as of March 31, 2026 | \$148,861 | | | #### Note 5 - Retirement Plan The Company has a qualified Retirement Plan (the "Plan"). The Company 401K contributions are discretionary and are determined each year by the Company. The contributions are 100% vested at all times. The Company paid contributions of \$4,838 for the year ended March 31, 2026 #### Note 6 - Major Clients For the fiscal vear ended March 31, 2026, one customer accounted for 60% of the Company's total revenues and there was no accounts receivable balance. #### Note 7 - Net Capital 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 percentage of aggregate indebtedness to net capital, both as defined, shall not exceed 1500 percent. Rule 15c3-1 also provides that equity capital may not be withdrawn or cash dividends paid if the resulting net capital ratio would exceed 10 to 1. On March 31, 2026, the Company had net capital of \$73,958, which was \$68,958 in excess of its required net capital of \$5,000. The Company's percentage of aggregate indebtedness to net capital was 2.22%. {13}------------------------------------------------ #### Notes to Financial Statements March 31. 2026 #### 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. As a result of this review, the Company reported no events that would require disclosure or have a material impact on the financial statements. #### Note 9 - Commitments and Contingencies In the normal course of business, the Company has possible exposure or may be a defendant in legal actions, claims and disputes arising out of its activities as a registered broker-dealer. While predicting the resolution of such matters is inherently difficult, the Company believes that there are no other actions or possible actions that would have a material impact on the financial statements. #### Note 10 - Subordinated Borrowings The Company has a two-year subordinated loan with a balance of \$150,000 oustanding as of March 31, 2026. Interest accrues annually on this loan at 5.5% which is recorded as interest expense in the Statement of Operations. Accrued interest of \$688 on this loan is unsubordinated. The Company received FINRA approval to extend the maturity of this existing sub-loan to May 3, 2029 On February 17. 2026, the Company issued a new subordinated loan for \$35,000 maturing on May 3. 2029. Interest accrues annually on this loan at 5.5% which is recorded as interest expense in the Statement of Operations. Accrued interest of \$226 on this loan is unsubordinated. The subordinated borrowings are covered by agreements approved by FINRA and are thus available in computing net capital under the Securities and Exchange Commission's uniform net capital rule. To the extent that such borrowings are required for the Company's continued compliance with minimum net capital requirements, they may not be repaid. #### Note 11 - Stockholders' Equity The Company periodically purchased back the shareholder, which in the year ended March 31, 2026 amounted to \$24,801, and retired the shares. The shareholder remains as such in the Company. On March 23, 2026, the Company purchased back all the shares of one shareholder for a total amount of \$3,800 and retired the shares. As such, he is no longer a shareholder of the Company. In March 2026, two capital contributions amounting to \$80,000 were made by a shareholder. The contributions were made for the purpose of maintaining the required net capital. A property distribution was made to a shareholder in the form of a private equity investment in the amount of \$34,160 in recognition of his efforts in the successful execution and receipt of revenue from a transaction. {14}------------------------------------------------ #### Schedule I Computation of Net Capital Under Rule 15c3-1 of the Securities and Exchange Commission March 31, 2026 ### COMPUTATION OF NET CAPITAL | Stockholders' Capital | ಕಾ | 42,064 | |-------------------------------------------------------------------|------|-----------| | ADDITIONS | | | | Liabilities subordinated to claims of general credotors | | 185,000 | | Total capital and allowable subordinated Liabilities | | 227,064 | | DEDUCTIONS | | | | Prepaid expenses | | (4,245) | | Investments in private investment funds, at estimated fair value | | (12,216) | | Investments in private equity securities, at estimated fair value | | (136,645) | | Total deductions | | (153,106) | | Net Capital | ಕ್ಕಾ | 73,958 | | Minimum net capital required | ಕಾ | 5,000 | | Excess net capital | ક | 68,958 | | COMPUTATION OF AGGREGATE INDEBTEDNESS | | | | Total liabilities and aggregate indebtedness | ക | 1.645 | | COMPUTATION OF BASIC NET CAPITAL REQUIREMENT | | | | Minimum net capital required | ಕ್ಕಾ | 5.000 | | Percentage of aggregrate indebtedness to net capital | | 2.22% | There was no material difference between the net capital omputation shown here and the net capital 31, 2026. See report of independent registered public accounting firm {15}------------------------------------------------ #### Schedule II Computation for Determination of Reserve Requirement Pursuant to SEC Rule 15c3-3 March 31, 2026 The Company is a Non-Covered Firm from the provisions in SEA Rule 15c3-3 as the Company's business activities are, and will remain, limited to business activities in the private placement of securities. 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)(2) 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). See report of independent registered public accounting firm {16}------------------------------------------------ Schedule III Information Relating to Possession or Control Requirements Under SEC Rule 15c3-3 March 31, 2026 The Company is a Non-Covered Firm from the provisions in SEA Rule 15c3-3 as the Company's business activities are, and will remain, limited to business activities in the private placement of securities. 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)(2) 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). See report of independent registered public accounting firm {17}------------------------------------------------ Thomas Capital Group, Inc. Report on Exemption Provisions Pursuant to Provisions of 17 C.F.R. §15c3-3(k) For the Year Ended March 31, 2026 {18}------------------------------------------------ ## REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To The Board of Directors and the Stockholders of Thomas Capital Group, Inc.: We have reviewed management's statements, included in the accompanying Exemption Report, in which (1) Thomas Capital Group, Inc. does not claim an exemption under paragraph (k) of 17 C.F.R. & 240. 15c3-3, and (2) Thomas Capital Group, Inc.'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 ("Non-Covered Firm") but limit to private placement of securities and that the Company did not identify any exceptions to this assertion throughout the year ended March 31, 2026. Thomas Capital Group, Inc. 's management is responsible for compliance with the exemption provisions, and the provisions of Footnote 74 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 Thomas Capital Group, Inc.'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 provisions set forth in the Non-Covered Firm provision. DCPA DCPA Century City, California May 13, 2026 {19}------------------------------------------------ ![](_page_19_Picture_0.jpeg) # !"# \$# % # &# !'#' ( )\* +,+- ./0123 4256728 9:0;5< =>?@ AB7/C 40152>DEF< 63 2 :CG637C:CH I:0JC:KHC28C: 3;ILC?7 70 M;8C NO2 KP 5:01;8G27CH ID 7/C QC?;:676C3 2>H RS?/2>GC 401163360> ANO 4@T@M@ QC?760> UVW@NO2 KP< XMC50:73 70 IC 12HC ID ?C:726> I:0JC:3 2>H HC28C:3XF@ ./63 RSC15760> MC50:7 Y23 5:C52:CH 23 :CZ;6:CH ID NO 4@T@M@ QC?760> UVW@NO2KPAHFANF 2>H AVF@ .0 7/C IC37 0[ 673 J>0Y8CHGC 2>H IC86C[< 7/C 40152>D 3727C3 7/C [0880Y6>G\ - NF ./C 40152>D H0C3 >07 ?8261 2> CSC15760> ;>HC: 52:2G:25/ AJF 0[ NO 4@T@M@ ] UVW@ NP?^K ^< 2>H - UF ./C 40152>D 63 [686>G 7/63 RSC15760> MC50:7 :C8D6>G 0> T007>07C OV 0[ 7/C QR4 MC8C23C \_0@ ^VKOWWO^ 2H0576>G 21C>H1C>73 70 NO 4@T@M@ ] UVW@NO2KP IC?2;3C 7/C 40152>D 861673 673 I;36>C33 2?76`676C3 CS?8;36`C8D 70 5:6`27C 582?C1C>7 0[ 3C?;:676C3@ ./C 40152>D ANF H6H >07 H6:C?78D 0: 6>H6:C?78D :C?C6`C< /08H< 0: 07/C:Y63C 0YC [;>H3 0: 3C?;:676C3 [0: 0: 70 ?;3701C:3< 07/C: 7/2> 10>CD 0: 07/C: ?0>36HC:2760> :C?C6`CH 2>H 5:01578D 7:2>31677CH 6> ?015862>?C Y67/ 52:2G:25/ A2F 0: AIFAUF 0[ M;8C NP?UKVa AUF H6H >07 ?2::D 2??0;>73 0[ 0: [0: ?;3701C:3a 2>H A^F H6H >07 ?2::D bcd 2??0;>73 A23 HC[6>CH 6> M;8C NP?^K^F 7/:0;G/0;7 7/C 1037 :C?C>7 [63?28 DC2: Y67/0;7 CS?C5760>@ ./0123 4256728 9:0;5< =>?@ =< Q7C5/C> e@ fD077< 3YC2: A0: 2[[6:1F 7/27< 70 1D IC37 J>0Y8CHGC 2>H IC86C[< 7/63 RSC15760> MC50:7 63 7:;C 2>H ?0::C?7@ dD\ .678C\ f2>2G6>G g6:C?70: Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). 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