# PASSCO CAPITAL, INC. X-17A-5 (2026-03-09) — Broker-dealer annual report - Company: PASSCO CAPITAL, INC. - Form: X-17A-5 - Filed: 2026-03-09 - Period: 2025-12-31 - Accession: 0001146201-26-000003 - CIK: 1146201 - File #: 8-53591 - Type: Broker-dealer - Material weakness: Yes - Auditor: Farber Hass Hurley LLP - Auditor location: Chatsworth, CA - Contact: Thomas B. Jahncke - Phone: 949.263.7904 - Email: tjahncke@passcocapital.com - Website: passcocapital.com - Signed by: Thomas B. Jahncke (President) Original filing: https://www.sec.gov/Archives/edgar/data/1146201/000114620126000003/passco.pdf --- {0}------------------------------------------------ ![](_page_0_Picture_0.jpeg) Member FINRA/SIPC February 27, 2026 SEC Headquarters SEC Registrations Branch Mail Stop 8031 100 F. Street, NE Washington, DC 20549 Sent Via Federal Express ## Re: Passco Capital, Inc. (CRD 117323) - 2025 Audited Financial Report To Whom It May Concern: Enclosed please find two originally signed and notarized copies of the 2025 Annual Audited Financial Report Form X-17A-5, Part III for Passco Capital, Inc. Should you have any questions please don't hesitate to contact Thomas Jahncke at 949-263-7904. Sincerely, Passco Capital, Inc. ayna O green Shayna O'Green Paralegal Enclosures {1}------------------------------------------------ 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 | | |-----------------|--| | 8-53591 | | FACING PAGE Information Required Pursuant to Rules 17a-5, 17a-12, and 18a-7 under the Securities Exchange Act of 1934 | FILING FOR THE PERIOD BEGINNING 01/01/2025 AND ENDING 12/31/2025 | | | | | | | |--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------|------------------------------------------------------------|-----|-----------------|--------------------------------------------|--| | | | MM/DD/YY | | | MM/DD/YY | | | | | A. REGISTRANT IDENTIFICATION | | | | | | NAME OF FIRM: Passco Capital, Inc. | | | | | | | | TYPE OF REGISTRANT (check all applicable boxes):
@ Broker-dealer __ _ Security-based swap dealer __ _ Major security-based swap participant
Check here if respondent is also an OTC derivatives dealer | | | | | | | | ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) | | | | | | | | 2050 Main Street, Suite 650 | | | | | | | | | | (No. and Street) | | | | | | Irvine | | CA | | | 92614 | | | (City) | | (State) | | | (Zip Code) | | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | | | | Thomas B. Jahncke | 949-263-7904
tjahncke@passcocapital.com | | | | | | | (Name) | | (Area Code - Telephone Number) | | (Email Address) | | | | | | B. Account ANT IDENTIFICATION | | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing* | | | | | | | | Farber Hass Hurley LLP | | | | | | | | | | (Name - if individual, state last, first, and middle name) | | | | | | 9301 Oakdale Avenue, Suite 230 Chatsworth | | | | CA | 91311 | | | (Address)
2003 | | (City) | 223 | (State) | (Zip Code) | | | (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. {2}------------------------------------------------ ## OATH OR AFFIRMATION I. Thomas B. Jahncke swear swear (or affirm) that, to the best of my knowledge and belief, the financial report pertaining to the firm of as of and of the same a more as of 12/31 , 2 025\_\_\_ 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 as that of a customer. ## SEE ATTACHED NOTARY CERTIFICATE Signature: Title: President 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. - | worth under 17 CFR 240.15c3-1, 17 CFR 240.18a-1, or 17 CFR 240.18a-2, as applicable, and the reserve requirements under 17 CFR 240.15c3-3 or 17 CFR 240.18a-4, as applicable, if material differences exist, or a statement that no material differences exist. - □ (p) Summary of financial data for subsidiaries not consolidated in the statement of financial condition. - (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. - (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. - C (x) Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.17a-12, as applicable. - □ (y) Report describing any material inadequacies found to 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 this filing, see 17 CFR 240.17a-5(e)(3) or 17 CFR 240.18a-7(d)(2), as applicable. {3}------------------------------------------------ | 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
County of Orange
Subscribed and sworn to (or affirmed) before me on this 25th | | | day of February 20, 26, by Thomas B. Jahncke
proved to me on the basis of satisfactory evidence to be the | | | person(s) who appeared before me.
SHAYNA O'GREEN
Notary Public - California
Orange County
Commission # 2399898
My Comm. Expires Apr 6, 2026 | | | (Seal)
Signature | | {4}------------------------------------------------ ## PASSCO CAPITAL, INC. FINANCIAL STATEMENTS WITH REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM December 31, 2025 {5}------------------------------------------------ ## December 31, 2025 ## TABLE OF CONTENTS | | Page
Number | |-------------------------------------------------------------------------------------------------------------------------------|----------------| | REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 1 - 2 | | FINANCIAL STATEMENTS | | | Statement of financial condition | 3 | | Statement of operations | 4 | | Statement of changes in stockholder's equity | 5 | | Statement of changes in liabilities subordinated to claims of general creditors | 6 | | Statement of cash flows | 7 | | Notes to financial statements | 8 - 11 | | ADDITIONAL INFORMATION | | | Computation of Net Capital Under Rule 15c3-1
of the Securities and Exchange Commission | 12 | | Statement Under Rule 17a-5(d)(4)
of the Securities and Exchange Commission | 13 | | Computation for Determination of Reserve Requirements Pursuant
to Rule 15c3-3 of the Securities and Exchange Commission | 14 | | Information Relating to the Possession or Control Requirements
Under Rule 15c3-3 of the Securities and Exchange Commission | 15 | {6}------------------------------------------------ ![](_page_6_Picture_0.jpeg) ## Report of Independent Registered Public Accounting Firm To the Stockholder of Passco Capital, Inc. We have reviewed management's statements, included in the accompanying Exemption Report pursuant to SEA Rule 17a-5(d), in which (1) Passco Capital, Inc. identified the following provisions of 17 C.F.R. §15c3-3(k) under which Passco Capital, Inc. claimed exemption from 17 C.F.R. §240.15c3-3 under paragraph (k)(2)(i) (the "exemption provision") and (2) Passco Capital, Inc. stated that Passco Capital, Inc. met the identified exemption provision throughout the most recent fiscal year without exception. Passco Capital, Inc.'s management is responsible for compliance with the exemption provisions 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 Passco Capital, 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 paragraph (k)(2)(i) of Rule 15c3-3 under the Securities Exchange Act of 1934. Farber Hass Hurley LLP Chatsworth, California February 26, 2026 {7}------------------------------------------------ # FARBER HASS HURLEY LLP CERTIFIED PUBLIC ACCOUNTANTS To the stockholder of Passco Capital, Inc. and Securities Investor Protection Corporation ## Report of Independent Registered Public Accounting Firm on Applying Agreed-Upon Procedures Pursuant to SEC Rule 17a-5(e)(4) We have performed the procedures enumerated below, which were agreed to by Passco Capital, Inc. (the Securities Investor Protection Corporation (SIPC), solely to assist you in evaluating the Company's compliance with SIPC assessments for the year ended December 31, 2025 as specified in SIPC's Series 600 rules. The Company's management is responsible for completing and filing the SIPC-7 (or other applicable SIPC forms) and for ensuring compliance with applicable SIPC regulations. Management of the Company has agreed to and acknowledged that the procedures performed are appropriate to meet the intended purpose of assisting you and SIPC in evaluating the Compliance with the applicable instructions on Form SIPC-7 for the year ended December 31, 2025. Additionally, SIPC has agreed to and acknowledged that the procedures performed are appropriate for their intended purpose. This report may not be suitable for any other purpose. The procedures performed may not address all the items of interest to a user of this report and may not meet the needs of all users of this report and, as such, users are responsible for determining whether the procedures performed are appropriate for their purposes. The sufficiency of these procedures is solely the responsibility of those parties specified in this report. Consequently, we make no representation regarding the sufficiency of the procedures described below either for the purpose for which this report has been requested or for any other purpose. The procedures we performed and our findings are as follows: - 1. Compared the listed assessment payments in Form SIPC-7 with respective cash disbursement records entries noting noting noting noting noting noting noting noting noting not differences. - 2. Compared the amounts reported on the audited Form X-17A-5 for the year ended December 31, 2025, as applicable, with the amounts reported in Form SIPC-7 for the year ended December 31, 2025 noting no differences. - 3. Compared any adjustments reported in Form SIPC-7 with supporting schedules and working papers noting no differences. - 4. Proved the arithmetical accuracy of the calculations reflected in Form SIPC-7 and in the related schedules and working papers supporting the adjustments noting no differences. - 5. Compared the amount of any overpayment applied with the Form SIPC–7 on which it was computed noting no differences. We were engaged by the Company to perform this agreed-upon procedures engagement and conducted our engagement in accordance with attestation standards established by the AICPA and in accordance with the standards of the Public Company Accounting Oversight Board (United States). We were not engaged to and did not conduct an examination or a review engagement, the objective of which would be the expression of an opinion or conclusion, respectively, on the Company's Form SIPC-7 and for its compliance with the applicable instructions on Form SIPC-7 for the year ended December 31, 2025. Accordingly, we do not express such an opinion or conclusion. Had we performed additional procedures, other matters might have come to our attention that would have been reported to vou. We are required to be independent of the Company and to meet our other ethical responsibilities in accordance with the relevant ethical requirements related to our agreed-upon procedures engagement. This report is intended solely for the information and use of Passco Capital, Inc. and is not intended to be, and should not be, used by anyone other than these specified parties. Farber Hass Hurley LLP Chatsworth, California February 26, 2026 {8}------------------------------------------------ ![](_page_8_Picture_0.jpeg) ## Report of Independent Registered Public Accounting Firm To the Stockholder of Passco Capital, Inc. Irvine, CA, United States of America ## Report on the Audit of the Financial Statements ## Opinion We have audited the financial statements of Passco Capital, Inc. (the Company), which comprise the statement of financial condition as of December 31, 2025, and the related statement of operations, changes in stockholder's equity, changes in liabilities subordinated to claims of general creditors and cash flows for the year then ended, and the related notes to the financial statements. In our opinion, the accompanying financial statements present fairly, in all material respects, the financial condition of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America (US GAAP). ## 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 we 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 audits 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 audits 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 audits 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 audits provide a reasonable basis for our opinion. {9}------------------------------------------------ # Audit of Supplemental Information Accompanying Audited Financial Statements The has been subjected to audit procedures performed in conjunction with the audit of the Company's financial statements. The is the responsibility of the Company's management. Our audit procedures included determining whether the 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 . In forming our opinion on the , we evaluated whether the , including its form and content, is presented in conformity with . In our opinion, the is fairly stated, in all material respects, in relation to the financial statements as a whole. Computation of Net Capital Under Rule 15c3-1, Statement Under Rule 17a-5(d)(4), Computation for Determination of Reserve Requirements Pursuant to Rule 15c3-3, and Information Relating to the Possession or Control Requirements Under Rule 15c3-3 supplemental information supplemental information supplemental information supplemental information supplemental information 17 C.F.R §240.17a-5 supplemental information Farber Hass Hurley LLP Chatsworth, California February 26, 2026 We have served as the Company's auditors since . 2024 {10}------------------------------------------------ ## STATEMENT OF FINANCIAL CONDITION December 31, 2025 #### ASSETS | Cash and cash equivalents | 5 | 206,470 | |-------------------------------------------------|----|---------| | Prepaid expenses | | 45,526 | | Accounts receivable other | | 23,854 | | Total assets | \$ | 275,850 | | LIABILITIES AND STOCKHOLDER'S EQUITY | | | | Liabilities | | | | Accounts payable | S | 46,006 | | Income tax payable | | 3,915 | | | | | | Total liabilities | | 49,921 | | Stockholder's equity | | | | Common stock, no par value, 10,000 shares | | | | authorized, 1,000 shares issued and outstanding | | 10,000 | | Additional paid in capital | | 8,000 | | Retained earnings | | 207,929 | | Total stockholder's equity | | 225,929 | | Total liabilities and stockholder's equity | S | 275,850 | {11}------------------------------------------------ ## STATEMENT OF OPERATIONS For the Year Ended December 31, 2025 | Revenue | | | |------------------------------------------|----|------------| | Sales commissions | 5 | 12,130,752 | | Due diligence fee | | 1,274,379 | | Lead underwriter fee | | 2,940,293 | | Marketing allowance | | 2,549,306 | | | | | | Total revenue | | 18,894,730 | | | | | | | | | | | | | | Operating expenses | | | | Commissions | | 15,351,810 | | Due diligence fee | | 397,454 | | Marketing allowance | | 2,355,290 | | Marketing and advertising | | 487,300 | | Office expenses | | 66,883 | | Travel expenses | | 46 | | Outside services | | 164,235 | | Other operating expenses | | 2,350 | | | | | | Total operating expenses | | 18,825,368 | | | | | | | | | | Income before provision for income taxes | | 69,362 | | | | | | Provision for income taxes | | 3,915 | | | | | | Net income | \$ | 65,447 | See accompanying notes and report of independent registered public accounting firm 4 {12}------------------------------------------------ ## STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY For the Year Ended December 31, 2025 | | Common
Stock | Additional
Paid in Capital | Retained
Earnings | | Total | |------------------------------------------------|-----------------|-------------------------------|----------------------|----|---------| | Balances, December 31, 2024 | | 8,000 \$ \$ | 142,482 | မာ | 160,482 | | Net income | | | 65,447 | | 65,447 | | Balances, December 31, 2025 \$ \$ \$ \$ 10,000 | | \$
8,000 | \$ 207,929 \$ \$ | | 225,929 | {13}------------------------------------------------ ## STATEMENT OF CHANGES IN LIABILITIES SUBORDINATED TO CLAIMS OF GENERAL CREDITORS For the Year Ended December 31, 2025 For the year ended December 31, 2025, no subordinated liabilities or agreements exist in the financial statements of Passco Capital, Inc. {14}------------------------------------------------ ## STATEMENT OF CASH FLOWS For the Year Ended December 31, 2025 | Cash flows from operating activities | | | |--------------------------------------------------|----|----------| | Net income | \$ | 65,447 | | Changes in operating assets and liabilities: | | | | Accounts receivable other | | (23,854) | | State income tax receivable | | 33,600 | | Prepaid expenses | | (2,711) | | Accounts payable | | 40,745 | | Federal income tax payable | | 3,915 | | Net cash change from operating activities | | 117,142 | | Net change in cash and cash equivalents | | 117,142 | | Cash and cash equivalents, beginning of year | | 89,328 | | Cash and cash equivalents, end of year | S | 206,470 | | Supplemental disclosure of cash flow information | | | | Cash paid for: | | | | Income taxes | S | | | Interest | S | | There were no investing, financing or non-cash activities for the year ended December 31, 2025. {15}------------------------------------------------ ## NOTES TO FINANCIAL STATEMENTS December 31, 2025 ## Note 1 - Summary of significant accounting policies #### Organization and nature of business Passco Capital, Inc. (the Company), a California corporation, was incorporated on March 16, 1998, and adopted a fiscal year of December 31. It maintains its principal and only active office in Irvine, California. The Company is a broker-dealer registered with the Securities and Exchange Commission (SEC) and is a member of the Financial Industry Regulatory Authority (FINRA). Operations are pursuant to the (k)(2)(i) exempted provision of SEC Rule 15c3-3 and it does not hold customer funds or securities. The business consists of the offering and sale of undivided Delaware statutory trust (DST) and limited liability company (LLC) membership interests. #### Basis of accounting The Company adopted a fiscal year of December 31 and maintains its books and records on the accrual basis of accounting. #### Cash and cash equivalents For the purposes of the statement of cash flows, the Company considers all temporary cash investments purchased with a maturity of three months or less to be cash equivalents. #### Income taxes The provision for taxes and related asset or liability includes Federal and State of California income taxes. The Company is subject to taxation in the U.S. and the State of California. As of December 31, 2025, the Company's tax years for 2021, 2022, and 2024 are subject to examination by the tax authorities. With few exceptions, as of December 31, 2025, the Company is no longer subject to U.S. federal and state examinations by tax authorities for years before 2020. #### Revenue recognition Substantially all the revenue of the Company consists of commissions, due diligence fees, lead underwriter fees, and marketing allowance fees from the sale of undivided DST and LLC membership interests. Revenue is recorded upon the sale of these interests. {16}------------------------------------------------ ## NOTES TO FINANCIAL STATEMENTS December 31, 2025 ## Note 1 - Summary of significant accounting policies (continued) #### Revenue recognition (continued) Revenues are recognized when the promised services are provided to clients, in an amount that is based on the consideration the Company expects to review in exchange for those services when such amounts are not probable of significant reversal. Commissions, due diligence fees, lead underwriter fees, and marketing allowance fees represent the Company's revenue from contracts with clients. #### Concentrations #### Credit risk The Company maintains one bank account, the balance of which may, at times, be in excess of Federal Deposit Insurance Corporation (FDIC) limits. The Company has not experienced any losses in this account. Management does not believe that the Company is exposed to any significant credit risk in connection with cash and cash equivalents. #### Revenue The Company processes all offerings and sale of undivided DST and LLC membership interests for Passco Companies, LLC. See Note 3 for related party disclosure. #### Financial statement estimates and assumptions The preparation of financial statements in conformity with United States (U.S.) generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from these estimates. #### Note 2 - 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 (and the rule of the "applicable" exchange also provides that equity capital may not be withdrawn or cash dividends paid if the resulting net capital ratio would exceed 10 to 1). The Company is subject to a \$5,000 minimum capital requirement under SEC Rule 15c3-1. Net capital and related capital ratio fluctuate on a daily basis; however, on December 31, 2025, the Company had net capital of \$156,548 which was \$151,548 in excess of its required minimum net capital. The Company's aggregate indebtedness to net capital ratio was 31.89% on December 31, 2025. {17}------------------------------------------------ ## NOTES TO FINANCIAL STATEMENTS December 31, 2025 #### Note 3 - Related party transactions The Company received commissions from Passco Companies, LLC, and affiliates of this entity totaling \$12,130,752 from the sale of undivided DST and LLC membership interests for the year ended December 31, 2025. The Company has entered into an expense sharing agreement with Passco Companies, LLC, under which Passco Companies, LLC would be responsible for the rent, utilities, telephone, postage, copies, and office supplies of the Company. Additionally, Passco Companies LLC will enter into all lease agreements and the Company has no lease agreements to disclose. During the year ended December 31, 2025, the Company paid Passco Companies, LLC \$65,517 for expenses related to the sharing agreement. #### Note 4 - Income taxes The provision for income taxes for the year ended December 31, 2025, consisted of the following: | Federal | \$ 3,115 | |---------|----------| | State | 800 | | | | | | \$ 3,915 | #### Note 5 - Commitments and contingencies Management is not aware of any claims or assessments that would have a material adverse effect on the Company's financial position. There are no additional commitments or contingencies that are not disclosed. #### Note 6 - Segment Information Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker ("CODM") in deciding how to allocate resources and assess performance. The Company has identified the President of Passco Capital, Inc. as the CODM. The President uses excess net capital (see Note 2) to make operational decisions while maintaining capital adequacy. Excess net capital is measured in accordance with SEC Rule 15c3-1. The Company's operations constitute a single operating segment and therefore, a single reportable segment {18}------------------------------------------------ # NOTES TO FINANCIAL STATEMENTS December 31, 2025 based on the nature of its services and regulatory environment under which it operates. Substantially all of the Company's revenues and assets are attributed to or located in the United States. Significant segment expenses required to be disclosed as part of the segment disclosure of a single segment entity under Accounting Standards Codification ("ASC") 280 are presented throughout the financial statements including the statement of income and statement of cash flows. #### Note 7 - Subsequent events Management has evaluated subsequent events through February 26, 2026, the date on which the financial statements management available to be issued. {19}------------------------------------------------ ## COMPUTATION OF NET CAPITAL UNDER RULE 15C3-1 OF THE SECURITIES AND EXCHANGE COMMISSION December 31, 2025 ## Computation of net capital | Total stockholder's equity | | S | 225,928 | |-------------------------------------------------------------------------------|----------------------------------------------|--------|----------| | Deduct nonallowable assets | | | (69,380) | | Net capital | | 5 | 156,548 | | | Aggregate indebtedness | | | | Items included in statement of financial condition: | | | | | Other accounts payable | | \$ | 49,922 | | Total aggregate indebtedness | | \$ | 49,922 | | Ratio: Aggregate indebtedness to net capital | | | 31.89% | | | Computation of basic net capital requirement | | | | Minimum dollar net capital required | | | | | Company | | 5 | 5,000 | | 0/0 | of total aggregate indebtedness | | 3,328 | | Net capital regirement | | | 5,000 | | Excess net capital | | | 151,548 | | Net capital less 120% of minimum dollar net capital | | | 150,548 | | Net capital, as reported in the Company's Part II (unaudited)
FOCUS report | V | 150548 | | No material differences were noted between management and the Company's unaudited amended filing of Part IIA of the Focus Report and the computation of net capital noted above. {20}------------------------------------------------ ## STATEMENT UNDER RULE 17A-5(d)(4) OF THE SECURITIES AND EXCHANGE COMMISSION December 31, 2025 The audit disclosed no violation of the net capital requirements, financial, and/or record-keeping problems. There were no material variations in the financial data reported on the unaudited Form X-17A-5 Part IIA dated December 31, 2025, with the final audit report attached. {21}------------------------------------------------ ## COMPUTATION FOR DETERMINATION OF RESERVE REQUIREMENTS PURSUANT TO RULE 15c3-3 OF THE SECURITIES AND EXCHANGE COMMISSION December 31, 2025 The Company is exempt from the provisions of Rule 15c3-3 of the Securities Exchange Act under Section (k)(2)(i), since it promptly transmits all funds and delivers all securities received in connection with its activities as a broker or dealer, and does not otherwise hold funds or securities for, or management money or securities to, customers. {22}------------------------------------------------ ## INFORMATION RELATING TO THE POSSESSION OR CONTROL REQUIREMENTS UNDER RULE 15c3-3 OF THE SECURITIES AND EXCHANGE COMMISSION December 31, 2025 The Company is exempt from the provisions of Rule 15c3-3 of the Securities Exchange Act under Section (k)(2)(i), since it promptly transmits all funds and delivers all securities received in connection with its activities as a broker or dealer, and does not otherwise hold funds or securities for, or management money or securities to, customers. {23}------------------------------------------------ OMB APPROVAL UNITED STATES OMB Number: 3235-0123 SECURITIES AND EXCHANGE COMMISSION Expires: Nov. 30, 2026 Washington, D.C. 20549 Estimated average burden hours per response: 12 ANNUAL REPORTS SEC FILE NUMBER FORM X-17A-5 8-53591 PART III FACING PAGE Information Required Pursuant to Rules 17a-5, 17a-12, and 18a-7 under the Securities Exchange Act of 1934 12/31/2025 FILING FOR THE PERIOD BEGINNING 01/01/2025 AND ENDING MM/DD/YY MM/DD/YY A. REGISTRANT IDENTIFICATION NAME OF FIRM: Passco Capital, Inc. TYPE OF REGISTRANT (check all applicable boxes): □ Security-based swap dealer Broker-dealer O Check here if respondent is also an OTC derivatives dealer ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) 2050 Main Street. Suite 650 (No. and Street) Irvine CA 92614 (City) (State) (Zip Code) PERSON TO CONTACT WITH REGARD TO THIS FILING Thomas B. Jahncke 949-263-7904 tjahncke@passcocapital.com (Name) (Area Code - Telephone Number) (Email Address) B. ACCOUNTANT IDENTIFICATION INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing\* Farber Hass Hurley LLP (Name - if individual, state last, first, and middle name) 9301 Oakdale Avenue, Suite 230 Chatsworth CA 91311 (Address) (City) (State) (Zip Code) 2003 223 (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. {24}------------------------------------------------ #### OATH OR AFFIRMATION I, Thomas B. Jahncke survey and such as a swear (or affirm) that, to the best of my knowledge and belief, the financial report pertaining to the firm of as of as as of 12/31 2 025\_\_ 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 as that of a customer. # SEE ATTACHED NOTARY CERTIFICATE Signature: Title: President 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. - [1) Computation for Determination of PAB Requirements under Exhibit A to § 240.15c3-3. - | (m) Information relating to possession or control requirements for customers under 17 CFR 240.15c3-3. - □ (n) Information relating to possession or control requirements for security-based swap customers under 17 CFR 240.15c3-3(p)(2) or 17 CFR 240.18a-4, as applicable. - (o) Reconciliations, including appropriate explanations, of the FOCUS Report with computation of net capible net worth under 17 CFR 240.15c3-1, 17 CFR 240.18a-1, or 17 CFR 240.18a-2, as applicable, and the reserve requirements under 17 CFR 240.15c3-3 or 17 CFR 240.18a-4, as applicable, if material differences exist, or a statement that no material differences exist. - □ (p) Summary of financial data for subsidiaries not consolidated in the statement of financial condition. - @ (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. - = (s) Exemption report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - □ (t) Independent public accountant's report based on an examination of the statement of financial condition. - | (u) Independent public accountant's report based on an examination of the financial statements under 17 CFR 240.17a-5, 17 CFR 240.18a-7, or 17 CFR 240.17a-12, as applicable. - □ (v) Independent public accountant's report based on an examination of certain statements in the compliance report under 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - (w) Independent public accountant's report based on a review of the exemption report under 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - | (x) Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.17a-12, as applicable. - | (y) Report describing any material inadequacies found to have existed since the date of the previous audit, or a statement that no material inadequacies exist, under 17 CFR 240.17a-12(k). - □ (z) Other: - \*\* To request confidential treatment of chis filing, see 17 CFR 240.17d-5(e)(3) or 17 CFR 240.18c-7(d)(2), as applicable. {25}------------------------------------------------ | 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
County of Orange | | Subscribed and sworn to (or affirmed) before me on this 25th
day of February 20, 26, by Thomas B. Jahncke | | proved to me on the basis of satisfactory evidence to be the
person(s) who appeared before me. | | SHAYNA O'GREEN
Notary Public - California
Orange County
Commission # 2399898
My Comm. Expires Apr 6, 2026 | | (Seal)
Signature | {26}------------------------------------------------ ## PASSCO CAPITAL, INC. FINANCIAL STATEMENTS WITH REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM December 31, 2025 {27}------------------------------------------------ ## December 31, 2025 ## TABLE OF CONTENTS | | rage
Number | |-------------------------------------------------------------------------------------------------------------------------------|----------------| | REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 1-2 | | FINANCIAL STATEMENTS | | | Statement of financial condition | 3 | | Statement of operations | 4 | | Statement of changes in stockholder's equity | 5 | | Statement of changes in liabilities subordinated to claims of general creditors | 6 | | Statement of cash flows | 7 | | Notes to financial statements | 8 - 11 | | ADDITIONAL INFORMATION | | | Computation of Net Capital Under Rule 15c3-1
of the Securities and Exchange Commission | 12 | | Statement Under Rule 17a-5(d)(4)
of the Securities and Exchange Commission | 13 | | Computation for Determination of Reserve Requirements Pursuant
to Rule 15c3-3 of the Securities and Exchange Commission | 14 | | Information Relating to the Possession or Control Requirements
Under Rule 15c3-3 of the Securities and Exchange Commission | 15 | {28}------------------------------------------------ ## STATEMENT OF FINANCIAL CONDITION December 31, 2025 ## ASSETS | Cash and cash equivalents | 5 | 206,470 | |-------------------------------------------------|----|---------| | Prepaid expenses | | 45,526 | | Accounts receivable other | | 23,854 | | Total assets | S | 275,850 | | LIABILITIES AND STOCKHOLDER'S EQUITY | | | | Liabilities | | | | Accounts payable | S | 46,006 | | Income tax payable | | 3,915 | | Total liabilities | | 49,921 | | Stockholder's equity | | | | Common stock, no par value, 10,000 shares | | | | authorized, 1,000 shares issued and outstanding | | 10,000 | | Additional paid in capital | | 8,000 | | Retained earnings | | 207,929 | | Total stockholder's equity | | 225,929 | | Total liabilities and stockholder's equity | \$ | 275,850 | {29}------------------------------------------------ ## STATEMENT OF OPERATIONS For the Year Ended December 31, 2025 | Revenue | | | |------------------------------------------|---|------------| | Sales commissions | S | 12,130,752 | | Due diligence fee | | 1,274,379 | | Lead underwriter fee | | 2,940,293 | | Marketing allowance | | 2,549,306 | | | | | | Total revenue | | 18,894,730 | | | | | | Operating expenses | | | | Commissions | | 15,351,810 | | Due diligence fee | | 397,454 | | Marketing allowance | | 2,355,290 | | Marketing and advertising | | 487,300 | | Office expenses | | 66,883 | | Travel expenses | | 46 | | Outside services | | 164,235 | | Other operating expenses | | 2,350 | | Total operating expenses | | 18,825,368 | | Income before provision for income taxes | | 69,362 | | Provision for income taxes | | 3,915 | | Net income | S | 65,447 | {30}------------------------------------------------ ## STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY For the Year Ended December 31, 2025 | | | Common
Stock | | Additional
Paid in Capital | | Retained
Earnings | | Total | | |--------------------------------------------|--|-----------------|-------|-------------------------------|--|--------------------------|------|---------|--| | Balances, December 31, 2024 | | | | | | 8,000 S \$ 142,482 \$ \$ | | 160,482 | | | Net income | | | | | | 65,447 | | 65,447 | | | Balances, December 31, 2025 Ş Ş Ş Ş 10,000 | | | \$ \$ | 8,000 | | \$ 207,929 | \$ = | 225,929 | | {31}------------------------------------------------ ## STATEMENT OF CHANGES IN LIABILITIES SUBORDINATED TO CLAIMS OF GENERAL CREDITORS For the Year Ended December 31, 2025 For the year ended December 31, 2025, no subordinated liabilities or agreements exist in the financial statements of Passco Capital, Inc. {32}------------------------------------------------ ## STATEMENT OF CASH FLOWS For the Year Ended December 31, 2025 | Cash flows from operating activities | | | |--------------------------------------------------|----|----------| | Net income | 5 | 65,447 | | Changes in operating assets and liabilities: | | | | Accounts receivable other | | (23,854) | | State income tax receivable | | 33,600 | | Prepaid expenses | | (2,711) | | Accounts payable | | 40,745 | | Federal income tax payable | | 3,915 | | Net cash change from operating activities | | 117,142 | | Net change in cash and cash equivalents | | 117,142 | | Cash and cash equivalents, beginning of year | | 89,328 | | Cash and cash equivalents, end of year | 5 | 206,470 | | Supplemental disclosure of cash flow information | | | | Cash paid for: | | | | Income taxes | 5 | | | Interest | \$ | | There were no investing, financing or non-cash activities for the year ended December 31, 2025. {33}------------------------------------------------ ## NOTES TO FINANCIAL STATEMENTS December 31, 2025 #### Note 1 - Summary of significant accounting policies #### Organization and nature of business Passco Capital, Inc. (the Company), a California corporation, was incorporated on March 16, 1998, and adopted a fiscal year of December 31. It maintains its principal and only active office in Irvine, California. The Company is a broker-dealer registered with the Securities and Exchange Commission (SEC) and is a member of the Financial Industry Regulatory Authority (FINRA). Operations are pursuant to the (k)(2)(i) exempted provision of SEC Rule 15c3-3 and it does not hold customer funds or securities. The business consists of the offering and sale of undivided Delaware statutory trust (DST) and limited liability company (LLC) membership interests. #### Basis of accounting The Company adopted a fiscal year of December 31 and maintains its books and records on the accrual basis of accounting. #### Cash and cash equivalents For the purposes of the statement of cash flows, the Company considers all temporary cash investments purchased with a maturity of three months or less to be cash equivalents. #### Income taxes The provision for taxes and related asset or liability includes Federal and State of California income taxes. The Company is subject to taxation in the U.S. and the State of California. As of December 31, 2025, the Company's tax years for 2021, 2023, and 2024 are subject to examination by the tax authorities. With few exceptions, as of December 31, 2025, the Company is no longer subject to U.S. federal and state examinations by tax authorities for years before 2020. #### Revenue recognition Substantially all the revenue of the Company consists of commissions, due diligence fees, lead underwriter fees, and marketing allowance fees from the sale of undivided DST and LLC membership interests. Revenue is recorded upon the sale of these interests. {34}------------------------------------------------ ## NOTES TO FINANCIAL STATEMENTS December 31, 2025 #### Note 1 - Summary of significant accounting policies (continued) #### Revenue recognition (continued) Revenues are recognized when the promised services are provided to clients, in an amount that is based on the consideration the Company expects to review in exchange for those services when such amounts are not probable of significant reversal. Commissions, due diligence fees, lead underwriter fees, and marketing allowance fees represent the Company's revenue from contracts with clients. #### Concentrations #### Credit risk The Company maintains one bank account, the balance of which may, at times, be in excess of Federal Deposit Insurance Corporation (FDIC) limits. The Company has not experienced any losses in this account. Management does not believe that the Company is exposed to any significant credit risk in connection with cash and cash equivalents. #### Revenue The Company processes all offerings and sale of undivided DST and LLC membership interests for Passco Companies, LLC. See Note 3 for related party disclosure. ## Financial statement estimates and assumptions The preparation of financial statements in conformity with United States (U.S.) generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from these estimates. #### Note 2 - 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 (and the rule of the "applicable" exchange also provides that equity capital may not be withdrawn or cash dividends paid if the resulting net capital ratio would exceed 10 to 1). The Company is subject to a \$5,000 minimum capital requirement under SEC Rule 15c3-1. Net capital and related capital ratio fluctuate on a daily basis; however, on December 31, 2025, the Company had net capital of \$156,548 which was \$151,548 in excess of its required minimum net capital. The Company's aggregate indebtedness to net capital ratio was 31.89% on December 31, 2025. {35}------------------------------------------------ # NOTES TO FINANCIAL STATEMENTS December 31, 2025 #### Note 3 - Related party transactions The Company received commissions from Passco Companies, LLC, and affiliates of this entity totaling \$12,130,752 from the sale of undivided DST and LLC membership interests for the year ended December 31, 2025. The Company has entered into an expense sharing agreement with Passco Companies, LLC, under which Passco Companies, LLC would be responsible for the rent, utilities, telephone, postage, copies, and office supplies of the Company. Additionally, Passco Companies LLC will enter into all lease agreements and the Company has no lease agreements to disclose. During the year ended December 31, 2025, the Company paid Passco Companies, LLC \$65,517 for expenses related to the sharing agreement. #### Note 4 - Income taxes The provision for income taxes for the year ended December 31, 2025, consisted of the following: | Federal
State | \$ 3,115
800 | |------------------|-----------------| | | \$ 3,915 | ### Note 5 - Commitments and contingencies Management is not aware of any claims or assessments that would have a material adverse effect on the Company's financial position. There are no additional commitments or contingencies that are not disclosed. ### Note 6 - Segment Information Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker ("CODM") in deciding how to allocate resources and assess performance. The Company has identified the President of Passco Capital, Inc. as the CODM. The President uses excess net capital (see Note 2) to make operational decisions while maintaining capital adequacy. Excess net capital is measured in accordance with SEC Rule 15c3-1. The Company's operations constitute a single operating segment and therefore, a single reportable segment {36}------------------------------------------------ ## NOTES TO FINANCIAL STATEMENTS December 31, 2025 based on the nature of its services and regulatory environment under which it operates. Substantially all of the Company's revenues and assets are attributed to or located in the United States. Significant segment expenses required to be disclosed as part of the segment disclosure of a single segment entity under Accounting Standards Codification ("ASC") 280 are presented throughout the financial statements including the statement of income and statement of cash flows. ### Note 7 - Subsequent events Management has evaluated subsequent events through February 26, 2026, the date on which the financial statements management available to be issued. {37}------------------------------------------------ # COMPUTATION OF NET CAPITAL UNDER RULE 15C3-1 OF THE SECURITIES AND EXCHANGE COMMISSION December 31, 2025 #### Computation of net capital | Total stockholder's equity | \$ | 225,928 | |-------------------------------------------------------------------------------|----|----------| | Deduct nonallowable assets | | (69,380) | | Net capital | \$ | 156,548 | | Aggregate indebtedness | | | | Items included in statement of financial condition: | | | | Other accounts payable | 5 | 49,922 | | Total aggregate indebtedness | \$ | 49,922 | | Ratio: Aggregate indebtedness to net capital | | 31.89% | | Computation of basic net capital requirement | | | | Minimum dollar net capital required | | | | Company | 5 | 5,000 | | of total aggregate indebtedness | | 3,328 | | Net capital regirement | | 5,000 | | Excess net capital | | 151,548 | | Net capital less 120% of minimum dollar net capital | | 150,548 | | Net capital, as reported in the Company's Part II (unaudited)
FOCUS report | \$ | 150,548 | No material differences were noted between management and the Company's unaudited amended filing of Part IIA of the Focus Report and the computation of net capital noted above. {38}------------------------------------------------ ## STATEMENT UNDER RULE 17A-5(d)(4) OF THE SECURITIES AND EXCHANGE COMMISSION December 31, 2025 The audit disclosed no violation of the net capital requirements, financial, and/or record-keeping problems. There were no material variations in the financial data reported on the unaudited Form X-17A-5 Part IIA dated December 31, 2025, with the final audit report attached. {39}------------------------------------------------ ## COMPUTATION FOR DETERMINATION OF RESERVE REQUIREMENTS PURSUANT TO RULE 15c3-3 OF THE SECURITIES AND EXCHANGE COMMISSION December 31, 2025 The Company is exempt from the provisions of Rule 15c3-3 of the Securities Exchange Act under Section (k)(2)(i), since it promptly transmits all funds and delivers all securities received in connection with its activities as a broker or dealer, and does not otherwise hold funds or securities for, or management money or securities to, customers. {40}------------------------------------------------ ## INFORMATION RELATING TO THE POSSESSION OR CONTROL REQUIREMENTS UNDER RULE 15c3-3 OF THE SECURITIES AND EXCHANGE COMMISSION December 31, 2025 The Company is exempt from the provisions of Rule 15c3-3 of the Securities Exchange Act under Section (k)(2)(i), since it promptly transmits all funds and delivers all securities received in connection with its activities as a broker or dealer, and does not otherwise hold funds or securities for, or management money or securities to, customers. {41}------------------------------------------------ ![](_page_41_Picture_0.jpeg) ## Report of Independent Registered Public Accounting Firm To the Stockholder of Passco Capital, Inc. We have reviewed management's statements, included in the accompanying Exemption Report pursuant to SEA Rule 17a-5(d), in which (1) Passco Capital, Inc. identified the following provisions of 17 C.F.R. §15c3-3(k) under which Passco Capital, Inc. claimed exemption from 17 C.F.R. §240.15c3-3 under paragraph (k)(2)(i) (the "exemption provision") and (2) Passco Capital, Inc. stated that Passco Capital, Inc. met the identified exemption provision throughout the most recent fiscal year without exception. Passco Capital, Inc.'s management is responsible for compliance with the exemption provisions 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 Passco Capital, 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 paragraph (k)(2)(i) of Rule 15c3-3 under the Securities Exchange Act of 1934. Farber Hass Hurley LLP Chatsworth, California February 26, 2026 {42}------------------------------------------------ # FARBER HASS HURLEY LLP To the stockholder of Passco Capital, Inc. and Securities Investor Protection Corporation ## Report of Independent Registered Public Accounting Firm on Applying Agreed-Upon Procedures Pursuant to SEC Rule 17a-5(e)(4) We have performed the procedures enumerated below, which were agreed to by Passco Capital, Inc. (the Company) and the Securities Investor Protection Corporation (SIPC), solely to assist you in evaluating the Company's compliance with SIPC assessments for the year mreston recessor corporation (on of your a series 600 rules. The Company's management is responsible for completing and filing the SIPC-7 (or other applicable SIPC forms) and for ensuring compliance with applicable SIPC regulations. Management of the Company has agreed to and acknowledged that the procedures performed are appropriate to meet the intended rvariage of assisting you and SPC in evaluating the Compliance with the applicable instructions on Form SIPC-7 for the year performer 31, 2025. Additionally, SIPC has agreed to and acknowledged that the procedures performed are appropriate for their intended purpose. This report may not be suitable for any other purpose. The procedures performed may not address all the items of intended purpose. This report and may not meet the needs of all users of this report and, as such, users are responsible for determining interest to a doc of the roperiate for their purposes. The sufficiency of these procedures is solely the responsibility of When the proculties performed at appropriate twe make no representation regarding the sufficiency of the procedures described thise patified in this report consequently, wo name purpose. The procedures we performed and our findings are as follows: - 1. Compared the listed assessment payments in Form SIPC-7 with respective cash disbursement records entries noting no differences. - unreches. 2. Compared the amounts reported on the audited Form X-17A-5 for the year ended December 31, 2025, as applicable, with the amounts reported in Form SIPC-7 for the year ended December 31, 2025 noting no differences. - 3. Compared any adjustments reported in Form SIPC-7 with supporting schedules and working papers noting no differences. - o. Proved the arrithmetical accuracy of the calculations reflected in Form SIPC-7 and in the related schedules and working papers supporting the adjustments noting no differences. - 5. Compared the amount of any overpayment applied with the Form SIPC-7 on which it was computed noting no differences. We were engaged by the Company to perform this agreed-upon procedures engagement and conducted our engagement in accorance with attestation standards established by the AICPA and in accordance with the standards of the Public Company Accounting Oversight With attestation standards orgaed to and did not conduct an examination or a review engagement, the objective of which would be the expression of an opinion or conclusion, respectively, on the Company's Form SIPC-7 and for its compliance with the would be instructions on Form SIPC-7 for the year ended December 31, 2025. Accordingly, we do not express such an opinion or applicable in the we performed additional procedures, other matters might have come to our attention that would have been reported to you. We are required to be independent of the Company and to meet our other ethical responsibilities in accordance with the relevant ethical requirements related to our agreed-upon procedures engagement. This report is intended solely for the information and use of Passco Capital, Inc. and is not intended to be, and should not be, used by anyone other than these specified parties. Farber Hass Hurley LLP Chatsworth, California February 26, 2026 {43}------------------------------------------------ ![](_page_43_Picture_0.jpeg) ## Report of Independent Registered Public Accounting Firm To the Stockholder of Passco Capital, Inc. Irvine, CA, United States of America ## Report on the Audit of the Financial Statements ## Opinion We have audited the financial statements of Passco Capital, Inc. (the Company), which comprise the statement of financial condition as of December 31, 2025, and the related statement of operations, changes in stockholder's equity, changes in liabilities subordinated to claims of general creditors and cash flows for the year then ended, and the related notes to the financial statements. In our opinion, the accompanying financial statements present fairly, in all material respects, the financial condition of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America (US GAAP). ## 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 we 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 audits 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 audits 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 audits 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 audits provide a reasonable basis for our opinion. {44}------------------------------------------------ # Audit of Supplemental Information Accompanying Audited Financial Statements The has been subjected to audit procedures performed in conjunction with the audit of the Company's financial statements. The is the responsibility of the Company's management. Our audit procedures included determining whether the 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 . In forming our opinion on the , we evaluated whether the , including its form and content, is presented in conformity with . In our opinion, the is fairly stated, in all material respects, in relation to the financial statements as a whole. Computation of Net Capital Under Rule 15c3-1, Statement Under Rule 17a-5(d)(4), Computation for Determination of Reserve Requirements Pursuant to Rule 15c3-3, and Information Relating to the Possession or Control Requirements Under Rule 15c3-3 supplemental information supplemental information supplemental information supplemental information supplemental information 17 C.F.R §240.17a-5 supplemental information Farber Hass Hurley LLP Chatsworth, California February 26, 2026 We have served as the Company's auditors since . 2024 {45}------------------------------------------------ ![](_page_45_Picture_0.jpeg) # Passco Capital, Inc.'s Exemption Report Passco Capital, Inc. (the "Company") is a registered broker-dealer subject to Rule 17a-5 promulgated by the Securities and Exchange Commission (17 C.F.R. §240.17a-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) (1) and (4). To the best of its knowledge and belief, the Company states the following: - (1) The Company claimed an exemption from 17 C.F.R. § 240.15c3-3 under the provisions of 17 C.F.R. § 240.15c3-3 (k) (2) (i). - (2) The Company met the identified exemption provisions in 17 C.F.R. § 240.15c3-3(k) throughout the most recent fiscal year without exception. I, Thomas B. Jahncke, swear that, to my best knowledge and belief, this Exemption Report is true and correct. Passco Capital, Inc. Thomas B. Jahncke, President February 23, 2026 Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.