# FREDERICKS MICHAEL SECURITIES, INC. X-17A-5 (2026-04-28) — Broker-dealer annual report - Company: FREDERICKS MICHAEL SECURITIES, INC. - Form: X-17A-5 - Filed: 2026-04-28 - Period: 2025-12-31 - Accession: 0001076676-26-000002 - CIK: 1076676 - File #: 8-51512 - Type: Broker-dealer - Material weakness: No - Auditor: Rubio CPA, PC - Auditor location: Atlanta, GA - Contact: Jon Nixon - Phone: 917-703-1704 - Email: jnixon@goldcrestcpa.com - Website: goldcrestcpa.com - Signed by: Blake Davies (CEO) Original filing: https://www.sec.gov/Archives/edgar/data/1076676/000107667626000002/FMS851512.pdf --- {0}------------------------------------------------ **UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549** ## **ANNUAL REPORTS FORM X-17 A-5 PARTIII** 0MB APPROV,11.L 0MB Number. 3235-0123 Expires: Nov. 30, 2026 Estimated averageburden hours per response: 12 > SEC FlLE NUMBER 8-51512 FACING PAGE Information Required Pursuant to Rules 17a-5, 17a~12, and 18a-7 under the Securities Exchange.Act o1f 1934 FILING FOR THE PERIOD BEGINNING 0 1/01 /25 AND ENDING 12/31 /25 MM/DD/YY MM/DD/YY A. REGISTRANT IDENTIFICATION NAME oF FIRM: Fredericks Michael Securities, Inc. TYPE OF REGISTRANT (check all applicable boxes): 0 Broker-dealer Security-based swap dealer D Major security-based swap particip,mt □ Check here ifrespondent is also an OTC derivatives dealer ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) 430 Park Ave, 8th Floor | | (No. and Street) | | |---------------------------------------------|---------------------------------------------------------------------------|-------------------------| | New York | NY | 10022 | | (City) | (State) | (Zip Code) | | PERSON TO CONTACT WlTH REGARD TO THIS FIUNG | | | | Jon Nixon | 917-703-1704 | jnixon@goldcrestcpa.com | | (Name) | {Area Code-Telephone Number) | (Email Address) | | | B. ACCOUNTANT IDENTIFICATION | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing* | | | RUBIO CPA, PC | | | | | (Name-ifindividual,state last, first, and middle name) | | | |--------------------------------------------------|--------------------------------------------------------|---------|----------------------------------------------| | 3500 Lenox Road NE, Suite 1500 Atlanta | | GA | 30326 | | (Address) | (City) | (State) | {Zip Code) | | 05/05/09 | | 3514 | | | (Date of Registration with PCAOB)fif applicable) | | | (PCAOB Re11:istration Number., ifapplicable) | | | FOR OFFICIAL USE ONLY | | | | | | | | "Claims for exemption from the requirement that the annual reports be covered by the reports of an independent public accountant must be supported bya statement of facts and circumstances relied on as the basis ,:if the exemption. See 17 CFR 240.17a-5(e)(l)(ii), if applicable. Persons who are to respond to the collection of information contained in this form are not required to respond unle~; the form displays a currently valid 0MB .control number. {1}------------------------------------------------ #### OATH OR AFFIRMATION | I, Blake Davies | swear (or affirm) that, to the best of my kn | | |--------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------|--| | 2~
financial report pertaining to the firm of Fredericks Michael Securities, Inc. | as of | | | December 31 | pany nor any
is true and correct; l further swear (or affirm) tha | | | | partner, officer, director, or equivalent person, as the case may be, has anyproprietary inter
assified solely | | | . as that of a customer. | Signature: | | | | Title: | | #### . This filing\*\* contains (check all applicable boxes): - ~ (a) Statement of financial condition. - □ (b) Notes to consolidated statement of financial condition. - ~ (cl 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 capita[ under 17 CFR 240.15c3-1 or 17 CFR 240.18a-1, as applicable. - D (i) Computation of tangible net worth under 17 CFR 240.18a-2. - □ U) Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.15c3-3. - D (k) Computation for determination of security-based swap reserve requirements pursuant 1:o ExhibitB 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 Afo § 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 controi 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-l, 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 matei·ial differences exist. - □ (p) Summary of financial data for subsidiaries not consolidated 1n the statement of financial condition. - ~ (q] Oath or affirmation in accordance with 17 CFR 240.17a-5, 17 CFR 240:17a-12, or 17 CFR 240.18a~7, as applicable. - · □ (r) Compliance report in accordance with 17 CFR.240.17a~5 or 17 CFR 240.18a-7, as applicable. - I!!! {s) Exemption report in accordance with 17 CFR 240.17a-5 or 17 CFR 240cl8a-7, as applicable. - □ (t) Independent public accountant's report based on an examination ofthe statement of financial condition. - ~ ( u) Independent public accountant's report based on an examination of the financial report or financial statements under 17 CFR 240.17a-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. - I!!! (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. - D (x) Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.15c3-1e or 17 CFR 240.17a-12, as applicable. - □ (y) Report describing any material inadequacies found to exist or 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}{3) or 17 CFR 240.18a-7{d}(2), as applicable. {2}------------------------------------------------ #### FREDERICKS MICHAEL SECURITIES, INC. #### FINANCIAL STATEMENTS #### WITH REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDED DECEMBER 31, 2025 {3}------------------------------------------------ # RUBIO CPA, PC CERTIFIED PUBLIC ACCOUNTANTS 3500 Lenox Rocd NE Sui ti::: 1 SOC Atlanta, GA 3032lS 770-690-8995 ## REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRJV[ To the Stockholders of Fredericks Michael Securities, Inc. #### Opinion on the Financial Statements We have audited the accompanying statement of financial condition of Fredericks Michael Securities, Inc. (the "Company'') as of December 31, 2025, the related statements of operations, changes in stockholders' equi~y, and cash flows for the year then ended and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31. 2025, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. #### Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an on the Company's financial statements based on our audit. We are a public accounting firm registered ,vith 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 E:-:change 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, \vhether due to error or fraud. The Company is not required to have, nor were we engaged to perfom1, 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 rep01ting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement to 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 Infonnation The information contained in Schedules r, II and HI 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 information in Schedules l, II and III 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 ;n the accompanying schedules. In forming our opinion on the accompanying schedules, we evaluated whether the supplemental information, including its form and content, is presented {4}------------------------------------------------ in conformity with J 7 C.F.R. §240.17a-5. In our opinion, the aforementioned supplemental information is fairly stated, in al 1 material respects, in relation to the financial statements as a whole: We have served as the Company's auditor since 2025. April 28, 2026 Atlanta, Georgia ~Cl~,Pc Rubio CPA, PC {5}------------------------------------------------ #### **Fredericks Michael Securities,** Inc. **Financial Statements** ### CONTENTS | Report of Independent Registered Public Accounting Firm | | |----------------------------------------------------------------------------------------------------------------------------------------------|------| | Financial Statements | | | Statement of Financial Condition | 3 | | Statement of Operations | 4 | | Statement of Changes in Stockholders' Equity | 5 | | Statement of Cash Flows | 6 | | Notes to Financial Statements | 7-10 | | SUPPLEMENTAL INFORMATION TO FINANCIAL STATEMENTS | | | Schedule I -
Computation of Net Capital Pursuant to Rule 15c3-1
of the Securities and Exchange Commission | 11 | | Schedule II -
Computation for Determination of Reserve Requirements
under Rule 15c3-3 of the Securities and Exchange Commission | 12 | | Schedule Ill - Information Relating to the Possession or Control Requirements
under Rule 15c3-3 of the Securities and Exchange Commission | 13 | | Report of Independent Registered Public Accounting Firm on the Company's
Exemption Report | 14 | | Exemption Report | 15 | {6}------------------------------------------------ #### **Fredericks Michael Securities, Inc. Statement of Financial Condition December 31, 2025** #### ASSETS | Cash
Due from Related Party
Due from Stockholder
Prepaid Expenses and Deposits | \$
20,204
93,585
3,737
1,114 | |----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------| | Total Assets | \$
118,640 | | LIABILITIES AND STOCKHOLDERS' EQUITY | | | • Liabilities
Accounts Payable and Accrued Expenses | \$
8,050 | | Total Liabilities | 8,050 | | Stockholders' Equity
Common Stock - (\$1 Par Value, 200 Shares Authorized
100 Shares Issued and 87 Shares Outstanding)
Additional Paid-In Capital
Accumulated Deficit
Less: Treasury Stock, 13 shares
Total Stockholders' Equity | 100
242,000
(127,931)
114,169
(3,579)
110,590 | | Total Liabilities and Stockholders' Equity | \$
118,640 | {7}------------------------------------------------ **Fredericks Michael Securities, Inc. Statement of Operations For The Year Ended December 31, 2025** | Revenues | | |------------------------------|-----------------| | Investment Banking | \$ | | Total Revenues | | | Expenses | | | Professional Fees | 61,657 | | Compensation and Benefits | 30,900 | | Occupancy | 12,780 | | Other | 7,138 | | Total Expenses | '112,475 | | Net Loss Before Income Taxes | (112,475) | | Income Taxes | | | Net Loss | (112,475)
\$ | | | | {8}------------------------------------------------ #### **Fredericks Michael Securities, Inc. Statement of Changes in Stockholders' Equity For The Year Ended December 31, 2025** | | Common
Stock | | Additional
Paid-In
Capital | | Treasury
Stock | | Accumulated
Deficit | | Total
Stockholders'
Equity | | |--------------------------------|-----------------|-----|----------------------------------|---------|-------------------|---------|------------------------|-----------|----------------------------------|-----------| | Balance -
January 1, 2025 | \$ | 100 | \$ | 150,500 | \$ | (3,579) | \$ | (15,456) | \$ | 131,565 | | Net Loss | | - | | - | | - | | (112,475) | | (112,475) | | Contributions | | - | | 91,500 | | - | | - | | 91,500 | | Balance -
December 31, 2025 | \$ | 100 | \$ | 242,000 | \$ | (3,579) | \$ | (127,931) | \$ | 110,590 | {9}------------------------------------------------ #### **Fredericks Michael Securities, Inc. Statement of Cash Flows For The Year Ended December 31, 2025** | Cash Flows From Operating Activities:
Net Loss | \$
(112,475) | |-----------------------------------------------------------------------------------------------------------------------------|-----------------| | Adjustments to Reconcile Net Loss to Net Cash Used In Operating Activities:
Changes in Operating Assets and Liabilities: | | | Due from Related Party | 20,165 | | Due from Stockholder | 5,000 | | Prepaid Expenses and Deposits | (19) | | Accounts Payable and Accrued Expenses | (9,887) | | Net Cash Used In Operating Activities | (97,216) | | Cash Flows From Financing Activities: | | | Contributions | 91,500 | | Net Cash Provided by Financing Activities | 91,500 | | Net Decrease in Cash | (5,716) | | Cash, at Beginning of Year | 25,920 | | Cash, at End of Year | \$
20,204 | {10}------------------------------------------------ #### **NOTE 1** - **Organization and Summary of Significant Accounting Policies** #### **(A) Nature of Business** Fredericks Michael Securities, Inc. (the "Company") is a registered broker dealer with the Securities and Exchange Commission (the "SEC") incorporated in the state of New York in May 1988, that provides investment banking advisory services related to mergers, acquisitions, and other corporate transactions which involve the transfer or issuance of securities. The Company is a member of the Financial Industry Regulatory Authority, Inc. ("FINRA") and the Securities Investor Protection Corporation ("SIPC"). #### **(B) Basis of Accounting** The Company's financial statements are prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") as established by the Financial Accounting Standards Board to ensure consistent reporting of financial condition, results of operations and cash flows. #### **(C) Revenue Recognition** Revenue from contracts with customers includes placement and advisory services related to capital raising activities and mergers and acquisition transactions. The recognition and measurement of revenue is based on the assessment of individual contract terms. Significant judgment is required to determine whether performance obligations are satisfied at a point in time or over time; how to allocate transaction prices where multiple performance obligations are identified; when to recognize revenue based on the appropriate measure of the Company's progress under the contract; whether revenue should be presented gross or net of certain costs; and whether constraints on variable consideration should be applied due to uncertain future events. Revenues from advisory agreements are generally recognized at the point in time that performance under the agreement is completed (the closing of the transaction). However, for certain contracts, revenue is recognized over time for advisory agreements in which the performance obligations are simultaneously provided by the Company and consumed by the customer. In some circumstances, significant judgment is needed to determine the timing and measure of progress appropriate for revenue recognition under a specific contract. Retainers and other fees received from customers prior to recognizing the revenue would be reflected as deferred revenues. The Company recognizes success fee revenue upon completion of a success fee-based transaction as this satisfies the only performance obligation identified by the Company. {11}------------------------------------------------ #### **NOTE 1** - **Organization and Summary of Significant Accounting Policies (Continued)** #### **(D) Income Taxes** The provision for income taxes is comprised of current and deferred components. The current component represents the amount of federal, state, and local income taxes which are currently reportable to the respective tax authorities and is measured by applying statutory rates to the Company's taxable income. The Company did not incur any current income tax expense during the year ended December 31, 2025 due to the net loss sustained. Deferred taxes are provided for the temporary differences between the carrying values of the Company's assets and liabilities for financial reporting purposes and their corresponding income tax bases. At December 31, 2025, the Company had a Federal Net Operating Loss ("NOL") carryforward in the amount of \$209,029, a New York State NOL in the amount of \$200,377 and a New York City NOL in the amount of \$200,346. Deferred tax assets arising from the net operating loss carryforwards of approximately \$43,896, \$14,527, and \$17,731, respectively, at December 31, 2025 have been fully reserved as there is less than a 50% probability that they will be realized. The Company is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. Management believes it is no longer subject to income tax examinations for years prior to 2022. The Company follows the guidance of ASC Topic 740-10, Accounting for Uncertainty in Income Taxes, which prescribes a recognition threshold and measurement attribute for financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those bene:fits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. For the year ended December 31, 2025, the Company has no material uncertain tax positions to be accounted for in the financial statements under this guidance. #### (E) **Use of Estimates** The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period of the financial statements. Actual results could differ from those estimates. {12}------------------------------------------------ #### **NOTE 1 - Organization and Summary of Significant Accounting Policies (Continued)** #### **(F) Subsequent Events** Subsequent events have been evaluated through the date the financial statements were issued. **(G) Cash** The Company maintains its bank account at a high credit quality financial institution. The balance at times may exceed federally insured limits. #### **NOTE 2 - Related Party Transactions** Fredericks Michael & Co Inc. (FM Co.), who owns approximately 49% of the Company, provides investment banking advisory services. The Company has an income and cost sharing agreement with FM Co. whereby the Company is allocated expenses such as personnel services, occupancy, technology and communications and other administrative costs based on estimated usage. Additionally, when investment banking advisory services rendered by FM Co. require the services of the Company, FM Co. engages the services of the Company and allocates a portion of revenues generated to the Company in accordance with the terms of the income and cost sharing agreement. Allocated expenses to the Company pursuant to this agreement amounted to approximately \$45,600 during the year ending December 31, :2025. All expenses allocated during the year ended December 31, 2025, were forgiven by FM Co. and recorded as capital contributions by the Company. The Company was not engaged by FM Co. in connection with investment banking advisory services rendered by FM Co. during the year ended December 31, 2025. The balance due from stockholder on the accompanying statement of financial condition in the amount of \$3,738 represents fees owed to the Company arising from a prior year during which the Company was engaged by FM Co. in connection with an investment banking advisory service engagement of FM Co. Separately, the Company has an advisory services agreement with a related entity that shares common ownership with the Company. Pursuant to the terms of the agreement, the related entity compensates the Company for investment banking and advisory services. The balance due from related party on the accompanying statement of financial condition in the amount of \$93,585 represents fees owed to the Company arising from a prior year during which the Company was engaged by the related entity to provide investment banking and advisory services. Financial position and results of operations might differ from the amounts in the accompanying financial statements if these related party transactions did not exist. #### **NOTE 3 - Contingencies** The Company is subject to litigation in the normal course of business. The Company has no litiigation in progress at December 31, 2025. As a member of SIPC, the Company is required to maintain a fidelity bond policy with minimum coverage amounts. The Company did not maintain fidelity bond coverage throughout the year ended December 31, 2025. The Company believes that there was no activity during the period without coverage that would cause a loss to the Company. {13}------------------------------------------------ #### **NOTE 4** - **Net Capital Requirements** The Company is subject to the Securities and Exchange Commission Uniform Net Capital Rule (Rule 15c3- 1) which requires the maintenance of minimum net capital and requires the ratio of aggregate indebtedness to net capital, both as defined, shall not exceed 15 to 1. At December 31, 2025, the Company had net capital of \$12,154, which was \$7,154 in excess of its required net capital of \$5,000 and its ratio of aggregate indebtedness to net capital was 0.66 to 1.00. #### **NOTE 5** - **Segment Reporting** The Company's chief operating decision maker (CODM) is its President. The Company has one reportable segment: investment banking. The chief operating decision maker assesses performance for the investment banking segment and decides how to allocate resources based on the Company's net income or loss as is reported within the accompanying statement of operations. Additionally, the CODM uses excess net capital (see Note 4), which is not a measure 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 a single operating segment and therefore, a single reportable segment, because the CODM manages the business activities using information of the Company as a whole. 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. #### **Note 6** - **Net Loss** The Company incurred a loss for 2025 and was dependent on capital contributions from its stockholders for working capital and net capital. The stockholders represent they have the means and intentions to make capital contributions as needed to ensure the Company's survival through at least one year subsequent to the date of the report of the independent registered public accounting firm. Management expects the Company to continue as a going concern and the accompanying financial statements have been prepared on a going-concern basis without adjustments for realization in the event that the Company ceases to continue as a going concern. {14}------------------------------------------------ SUPPLEMENTAL INFORMATION {15}------------------------------------------------ #### **Fredericks Michael Securities, Inc. Schedule** I **Computation Of Net Capital Pursuant to Rule 15c3-1 Of The Securities And Exchange Commission** #### **December 31, 2025** | Stockholders' Equity | \$
110,590 | |------------------------------------------------------------------------------------------------------------|---------------| | Non-allowable Assets | | | Due from Related Party | 93,585 | | Due From Stockholder | 3,737 | | Prepaid Expenses and Deposits | 1,114 | | Total Non-Allowable Assets | 98,436 | | Net Capital | 12,154 | | Minimum Net Capital Requirement - the greater of \$5,000
or 6-2/3% of aggregate indebtedness of \$8,050 | 5,000 | | Excess Net Capital | \$
7,154 | | Total Aggregate Indebtedness | \$
8,050 | | Ratio of Aggregate Indebtedness to Net Capital | 0.66 to 1.00 | | | | Reconciliation with the Company's Computation of Net Capital included in Part IIA of Form X-17A-5 as of December 31, 2025: There is no significant difference between the above computation of net capital and the corresponding computation reported in the Company's Form X-17A-5 Part IIA as of December 31, 2025, as amended. {16}------------------------------------------------ #### **FREDERICKS MICHAEL SECURITIES, INC. SCHEDULE** II **COMPUTATION FOR DETERMINATION OF RESERVE REQUIREMENTS UNDER RULE 15c3-3 OF THE SECURITIES AND EXCHANGE COMMISSION** #### **DECEMBER 31, 2025** The Company does not claim exemption from Rule 15c3-3 in reliance upon Footnote 7 4 of the 2:013 Release. The Company does not hold customer funds or securities. {17}------------------------------------------------ #### **FREDERICKS MICHAEL SECURITIES, INC. SCHEDULE** Ill **INFORMATION RELATING TO THE POSSESSION OR CONTROL REQUIREMENTS UNDER RULE 15c3-3 OF** THE **SECURITIES AND EXCHANGE COMMISSION** #### **DECEMBER 31, 2025** The Company does not claim exemption from Rule 15c3-3 in reliance upon Footnote 7 4 of the 2013 Release. The Company does not hold customer funds or securities. {18}------------------------------------------------ RUBIO CPA, PC CERTIFIED PUBLIC ACCOUNTANTS 3500 Lenox Road NE Suite *500* Atlanta, Gt. 30326 #### REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRi'1 To the Stockholders of Fredericks Michael Securities, Inc. We have reviewed management's statements included in the accompanying Broker Dealers Annual Exemption Report in ,vhich (1) Fredericks Michael Securities, Inc. did not claim an exemption from Rule 15c3-3 in reliance upon Footnote 74 of the 2013 Release, and (2) Fredericks Michael Securities, Inc. stated that it limited its business activities exclusively to engaging solely in activities pennitted for capital acquisition brokers ("CAB") as defined in FINRA's CAB rules and approved for membership by FINRA as a CAB, and Fredericks Michael Securities, Inc. (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 and/or funds received and prompt!) transmitted for effecting transactions via subscriptions on a subscription way basis where the funds are payable to the issuer or its agent and not to Fredericks Michael Securities, Inc.); (2) did not carry accounts of or for customers; and (3) did not carry PAB accounts (as defined in Rule 15c3-3) throughout the most recent fiscal year without exception. Frede.ricks Michael Securities, Inc.'s management is responsible for compliance with the exemption provisions and its statements. Our revievv 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 Fredericks Michael Securities, Inc. 's compliance with the exemption provisions. A review is substantially less in scope than an examination, the "·,bjcctive of which is the expression of an opinion on management's statements. Accordingly, we do not express such an '-·1·,inion. 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 Footnote 74 of the 2013 Release. April 28, 2026 1 -\tlanta, GA ~Ul~ Rubio CP~~ PC {19}------------------------------------------------ ## FREDERICKS l\!IlCHAEL SECURITIES, INC. 430 PARK A VE, 8TH FLOOR NEW YORK, NY 10022 # **Exemption** Report Fredericks Michael Securities, Inc. (the "Company"), is a registered broker-dealer subject to Rule 17a-5 promulgated by the Securities and Exchange Commission (17 C.F.R. §240.l 7a-5, "Reports to be made by certain brokers and dealers"). This Exemption Report was prepared as required by 17 C.F.R. §240.17a-5(d)(l) and (4). To the best of its knowledge and belief, the Company states the following: - (1) The Company does not claim an exemption under paragraph (k) of 17 C.F.R. § 240. 15c3-3, and - (2) The Company is filing this Exemption Report relying on Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5 because the Company limits its business activities exclusively to engaging solely in activities permitted for capital acquisition brokers ("CAB") as defined in FINRA's CAB rules and approved for membership by FINRA as a CAB, and 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) of (b)(2) of Rule 15c2-4 and/or funds received and promptly transmitted for effecting transactions via subscriptions on a subscription way basis where the funds are payable to the issuer or its agent and not to the Company); (2) did not carry accounts of or for customers; and (3) did not carry PAB accounts (as defined in Rule 15c3-3) throughout the most recent fiscal year ended December 31, 2025 without exception. Fredericks Michael Securities, Inc. I, Blake Davies, swear ( or affirm) that, to my best knowledge and belief, this Exemption Report is true and correct. Blake Davies, Director March 25, 2026 Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.