# FALLBROOK CAPITAL SECURITIES CORP. X-17A-5 (2025-03-25) — Broker-dealer annual report - Company: FALLBROOK CAPITAL SECURITIES CORP. - Form: X-17A-5 - Filed: 2025-03-25 - Period: 2024-12-31 - Accession: 0001095561-25-000002 - CIK: 1095561 - File #: 8-52068 - Type: Broker-dealer - Material weakness: No - Auditor: Goldman & Company, CPA's, P.C. - Auditor location: Marietta, GA - Contact: Carol Ann Kinzer - Phone: 678-525-0992 - Signed by: Josh Lederer (President) Original filing: https://www.sec.gov/Archives/edgar/data/1095561/000109556125000002/fallpublic2024.pdf --- {0}------------------------------------------------ #### **UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549** | ANNUAL REPORTS | |----------------| | FORM X-17A-5 | | PART Ill | | 0MB APPROVAL | |---------------------------| | 0MB Number: 3235-0123 | | Expires: Nov. 30, 2026 | | Estimat ed average burden | | hours per response: 12 | | | SEC FILE NUMBER | | |-----|-----------------|--| | 8 - | 52068 | | **FACING PAGE** **Information Required Pursuant to Rules 17a-S, 17a-12, and 18a-7 under the Securities Exchange Act of 1934** | FILING FOR THE PERIOD BEGINNING | ----------
1/1/2024 | AND ENDING | | -----------
12/31/2024 | | | |-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------|------------|-----------------|----------------------------------------------|--|--| | | MM/DD/VY | | | MM/DD/VY | | | | A. REGISTRANT IDENTIFICATION | | | | | | | | ___
NAME OF FIRM: | F_a_ll_br_o_o_k_C_a_p_i_ta_l_S_e_c_u_ri_ti_e_s_C_o_r_p. | | | ______________
_ | | | | TYPE OF REGISTRANT (check all applicable boxes):
00 Broker-dealer
□ Security-based swap dealer
□ Major security-based swap participant
D Check here if respondent is also an OTC derivatives dealer | | | | | | | | ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) | | | | | | | | 26610 Agoura Rd, Suite 120 | | | | | | | | | (No. and Street) | | | | | | | Calabasas | | CA | | 91302 | | | | (City) | | (State) | | (Zip Code) | | | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | | | | Carol Ann Kinzer | 678-525-0992 | | | | | | | (Name) | (Area Code -Telephone Number) | | (Email Address) | | | | | | B. ACCOUNTANT IDENTIFICATION | | | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing* | | | | | | | | Goldman & Company, CPA's. P.C. | | | | | | | | | (Name - if individual, state last, first, and middle name) | | | | | | | 3535 Roswell Rd. Suite 32 | Marietta | | GA | 30062 | | | | (Address) | (City) | | (State) | (Zip Code) | | | | 6/25/2009 | | 1952 | | | | | | r··
of R,g;stcatioo w;th PCAOB)(;f appUcable) FOR OFFICIAL USE ONL y | | | | I PCAOB Reg;st,,t;o, N,mbe,, ;f appUcable) I | | | | | | | | | | | \* Claims for exemption from the requirement that the annual reports be covered by the 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-S(e)(l)(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 0MB control number.** {1}------------------------------------------------ #### **OATH OR AFFIRMATION** | I, Josh Lederer | swear (or affirm) that, to the best of my knowledge and belief, the | |-------------------------------------------------------------------------------|---------------------------------------------------------------------| | financial report pertaining to the firm of Fallbrook Capital Securities Corp. | as of | **12/30** 2~ is 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 ![](_page_1_Picture_3.jpeg) Title: / President Notary P #### **This filing\*\* contains (check all applicable boxes):** - ~ (a) Statement of financial condition. - ~ (b) Notes to consolidated statement of financial condition. - D (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 5-X). - □ (d) Statement of cash flows. - □ (e) Statement of changes in stockholders' or partners' or sole proprietor's equity. - D (f) Statement of changes in liabilities subordinated to claims of creditors. - D (g) Notes to consolidated financial statements. - □ (h) Computation of net capital under 17 CFR 240.15c3-1 or 17 CFR 240.18a-l, as applicable. - □ (i) Computation of tangible net worth under 17 CFR 240.18a-2. - D (j) 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 to Exhibit B to 17 CFR 240.15c3-3 or Exhibit A to 17 CFR 240.18a-4, as applicable. - D (I) Computation for Determination of PAB Requirements under Exhibit A to§ 240.15c3-3. - D (m) Information relating to possession or control requirements for customers under 17 CFR 240.15c3-3. - D (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 240.1Sc3-l, 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 material differences exist. - □ (p) Summary of financial data for subsidiaries not consolidated in 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. - D (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. - D (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. - □ (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-le or 17 CFR 240.17a-12, as applicable. - D (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). D (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}------------------------------------------------ #### **CALIFORNIA JURAT GOVERNMENT CODE § 8202** A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California , 1 Countyof (;{)J IT(\~ \_o n/'\ ![](_page_2_Picture_6.jpeg) Subscribed and sworn to (or affirmed) before me on this ~.-rt, day of-fu~VVCl V':a: , 20 ~ c;, by Date Month Year (1) -;JUSh v&e{ev (and **(2) \_\_\_\_\_\_\_\_\_\_\_\_\_\_ ),** Name(s) of Signer(s) proved to me on the basis of satisfactory evidence to be the pers Place Notary Seal and/or Stamp Above ,--------------- --- **OPTIONAL --------- ------~** Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. **Description of Attached Document** f\ ( J JlCil.,~ Title or Type of Document: \_u\_Gl\_'t'h \_\_ 0') \_\_ n\_t17 \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \_ Document Date: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Number of Pages: \_\_\_\_\_\_\_ \_ Signer(s) Other Than Named Above: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \_ :0080@0:6:i J 11 (l 0 **O** OU:ffiffiOOOOO:o:o:o:rno:o:oo:0091 g(I 11111 ( (l:t g m:00:o:OiffiJ0089:000ID00:80:0:(l:0:000:880:0 11 ll D !j 11 l\_l 1111 0 ©2019 National Notary Association {3}------------------------------------------------ # FALLBROOK CAPITAL SECURITIES CORP. FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2024 AND REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM This report is filed in accordance with Rule 17a-5(e)(3) under the Securities Exchange Act of 1934 as a PUBLIC DOCUMENT. {4}------------------------------------------------ #### REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders of Fallbrook Capital Securities Corp #### **Opinion on the Financial Statement** We have audited the accompanying statement of financial condition of Fallbrook Capital Securities Corp. as of December 31, 2024, and the related notes (collectively referred to as the financial statement). In our opinion, the statement of financial condition presents fairly, in all material respects, the financial position of Fallbrook Capital Securities Corp as of December 31, 2024 in conformity with accounting principles generally accepted in the United States of America. #### **Basis for Opinion** This financial statement is the responsibility of Fallbrook Capital Securities Corp's management. Our responsibility is to express an opinion on Fallbrook Capital Securities Corp'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 Fallbrook Capital Securities Corp 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. We have served as the Company's auditor since 2015. Goldman & Company, CPA's, P.C. Marietta, Georgia March 21, 2025 {5}------------------------------------------------ # FALLBROOK CAPITAL SECURITIES CORP. #### STATEMENT OF FINANCIAL CONDITION DECEMBER 31, 2024 ### ASSETS | Cash and cash equivalents
Accounts receivable
Prepaid expenses and other | \$ | 248,313
40,273
17,177 | |--------------------------------------------------------------------------------|---------|-----------------------------| | Total assets | \$
I | 305,763 | | | | | # LIABILITIES AND STOCKHOLDER'S EQUITY | LIABILITIES:
Accounts payable and accrued expenses | \$ | 12,615 | |-------------------------------------------------------------------------------------------------------------------------------------------------------------|---------|-----------------------------| | Total liabilities | I | 12,615 | | STOCKHOLDER'S EQUITY:
Capital stock \$100 par value, 100 shares authorized,
issued and outstanding
Additional paid-in-capital
Retained earnings | | 10,000
24,057
259,091 | | Total stockholder's equity | I | 293,148 | | Total liabilities and stockholder's equity | I
\$ | 305,763 | The accompanying notes are an integral part of these financial statements {6}------------------------------------------------ # FALLBROOK CAPITAL SECURITIES CORP. # Notes to Financial Statements December 31, 2024 ## 1. Organization and Nature of Business Fallbrook Capital Securities Corp. (the "Company") is a broker-dealer registered with the Securities and Exchange Commission (SEC) and the Financial Industry Regulatory Authority, Inc. (FINRA). In 2000, the Company reached an agreement with the NASD (now FINRA). The agreement was amended in March, 2007 to include additional services. The firm is approved to conduct business in private placements, limited partnerships, mutual funds, merger & acquisition activity and third-party marketing of hedge funds. The Company's main office is located in Calabasas, California and has twenty-four registered persons. The Company's Revenue is derived from (1) commissions generated on a best-efforts basis, from the sale of private placements of direct participation programs of tax incentive investments to corporate and institutional investors; and (2) from fees generated from mergers and acquisitions activities, also on a best-efforts basis. # 2. Summary of Significant Accounting Policies ## Basis of presentation The Company maintains its books and records on the accrual basis of accounting for financial reporting purposes, which is in accordance with U.S. generally accepted accounting principles and is required by the SEC and FINRA. # Use of estimates The presentation of 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 reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. ### Income taxes The Company, with the consent of its sole stockholder, has elected to be taxed as an S Corporation under Subchapter S of the Internal Revenue Code that provides, in lieu of corporate income taxes, the stockholder separately accounts for his share of the Company's items of income, deductions, losses and credits. Therefore, these financial statements do not include any provision for corporate income taxes. {7}------------------------------------------------ # **2. Summary of Significant Accounting Policies (continued)** # Income taxes (continued) The Company has adopted the provisions of FASB Accounting Standards Codification 740-10, Accounting for Uncertainty in Income Taxes. Under FASB ASC 740-10, the Company is required to evaluate each of its tax positions to determine if they are more likely than not to be sustained if the taxing authority examines the respective position. A tax position includes an entity's status. The company has evaluated its tax positions and has determined that it has no uncertain tax positions for which a provision or liability for income taxes is necessary. The Company files income tax returns in the U.S. in both federal and state jurisdictions. # Revenue Recognition The Company recognizes revenue in accordance with FASB Accounting Standards Codification 606, Revenue from Contracts with Customers ("ASC 606"), which creates a single framework for recognizing revenue from contracts with customers that fall within its scope. Pursuant to ASC 606 revenue is recognized upon satisfaction of performance obligations by transferring control over goods or services to a customer. Refer to *Note 3. Revenue from Contracts with Customers* for further discussion on the Company's accounting policies for revenue sources within the scope of ASC 606. # Cash and Cash Equivalents For purposes of the statement of cash flows, the Company defines cash equivalents as highly liquid investments with original maturities of less than ninety days that are not held for sale in the ordinary course of business. # Subsequent Events The Company evaluated subsequent events through March 21, 2025, the date the financial statements were issued. The Company did not identify any material subsequent events requiring adjustment to or disclosure in its financial statements except as indicated in Note 8. The Company is evaluating new accounting standards and will implement as required. # **3. Revenue from Contracts with Customers and Deferred Revenue** # Private Placement Commissions, M&A Fees and Consulting The Company provides advisory and consulting services on mergers and acquisitions (M&A) and corporate finance activity, and raising capital through private placement of securities on a best effort basis to accredited investors or institutional buyers. Revenue is recognized at the point in time that performance obligations under the arrangement is completed. Contracts may {8}------------------------------------------------ # 3. Revenue from Contracts with Customers (continued) # Private Placement Commissions, M&A Fees and Consulting (continued) contain non-refundable retainer fees which are typically fixed and/or success fees or commissions which may be fixed or represent a percentage of value that the customer receives if and when a transaction is completed. In some cases, there is also an "announcement fee" that is calculated on the date that a transaction is announced based on the price included in the underlying sale agreement. The retainer fees, announcement fee, or other milestone fees reduce any success fee or commission subsequently invoiced and received upon the completion of the transaction. The Company has evaluated its non-refundable retainer payments, to ensure its fee relates to the transfer of a good or service, as a distinct performance obligation, in exchange for the retainer. If a promised good or service is not distinct, the Company combines that good or service with other promised goods or services until it identifies a bundle of goods or services that is distinct. In some cases, that would result in the brokerdealer accounting for all the services promised in a contract as a single performance obligation and the retainer revenue is classified as deferred revenue on the Statement of Financial Condition. # 4. 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 ratio of aggregate indebtedness to net capital, both as defined, shall not exceed 15 to 1. 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. As of December 31, 2024, the Company had net capital of \$235,698 which was \$230,698 in excess of its required net capital of \$5,000. The Company's ratio of aggregate indebtedness to net capital was 0.05 to 1. # 5. Accounts Receivable Accounts receivable consists of commissions, the Company believes the entire amount is collectible and that no allowance is required as of December 31, 2024. Accounts receivable are due on receipt of services. Accounts receivable was \$43,543 at January 1, 2024. # 6. Concentrations For the year ended December 31, 2024 approximately 85% of the Company's total revenue was derived from its three largest customers (51%, 21% and 14% respectively). As of December 31, 2024 95% of accounts receivable is due from one customer. The Company maintains its cash in bank deposit accounts, which at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk for cash. {9}------------------------------------------------ # 7. Commitments and Contingencies The Company has evaluated commitments and contingencies and has determined that no significant commitments and contingencies exist as of December 31, 2024. # 8. Related Party The Company pays a related party through an expense sharing agreement for travel, marketing and payroll, if any, which was revised effective January 1, 2021 to include shared administrative and legal costs, and most recently amended effective January 1, 2023. The terms are one year from January 1, 2021 and renews automatically unless terminated by either party. \$12,000 of expenses were incurred and paid pursuant to this agreement during 2024. Effective January 1, 2020, the Company subleased office space from the related party pursuant to a one-year agreement, with annual renewals, unless terminated by either party. The sublease was most recently amended effective September 1, 2023. The Company paid rent of \$20,175 during the year-ended December 31, 2024 under this agreement. There were no amounts due to or from related parties as of December 31, 2024. # 9. Segment Reporting The Company is engaged in a single line of business as a securities broker-dealer, which is comprised of the following activities: private placements of securities, merger and acquisition advisory. The Company has identified its President as the chief operating decision maker ("CODM"), who uses net income to evaluate the results of the business, and to manage the Company. 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 distributions to its member. 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. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.