# GENESIS CAPITAL, LLC X-17A-5 (2026-02-20) — Broker-dealer annual report - Company: GENESIS CAPITAL, LLC - Form: X-17A-5 - Filed: 2026-02-20 - Period: 2025-12-31 - Accession: 0001265074-26-000003 - CIK: 1265074 - File #: 8-66178 - Type: Broker-dealer - Material weakness: No - Auditor: Moore Colson - Auditor location: Atlanta, GA - Contact: Jonathan Goldman - Phone: 404-816-7535 - Email: jellis@genesis-capital.com - Website: genesis-capital.com - Signed by: Jeremy Ellis and Jonathan Goldman (Managing Director / Managing Partner) Original filing: https://www.sec.gov/Archives/edgar/data/1265074/000126507426000003/auditpublic.pdf --- {0}------------------------------------------------ #### UNITED STATES securities and exchange commission Washington, D.C. 20549 # ANNUAL REPORTS FORM X-17A-5 PART III | OMB APPROVAL | | | | |---------------------------|--|--|--| | OMB Number: 3235-0123 | | | | | Expires: Nov. 30, 2026 | | | | | Estimated average burden | | | | | 12
hours per response: | | | | SEC FILE NUMBER 8-66178 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: Genesis Capital, LLC | | | | | | TYPE OF REGISTRANT (check all applicable boxes):
Broker-dealer
[] Security-based swap dealer
O Check here if respondent is also an OTC derivatives dealer | [] Major security-based swap participant | | | | | ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) | | | | | | 3414 Peachtree Road NE, Suite 700 | | | | | | (No. and Street) | | | | | | Atlanta | 30326
GA | | | | | (City) | (Zip Code)
(State) | | | | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | | Jeremy A. Ellis
404-816-7538 | jellis@genesis-capital.com | | | | | (Area Code - Telephone Number)
(Name) | (Email Address) | | | | | B. ACCOUNTANT IDENTIFICATION | | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing® | | | | | | Moore Colson | | | | | | (Name - if individual, state last, first, and middle name) | | | | | | 600 Galleria Parkway SE, Suite 600 Atlanta | GA
303339 | | | | | (City)
(Address)
October 11, 2011 | (State)
(Zip Code)
5486 | | | | | (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 reliad on as the basis of the exemption. See 17 CFR 240.17a-5(e)(1)(ii), if applicable. Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. {1}------------------------------------------------ #### OATH OR AFFIRMATION WE Jereny A Elis a 2 Johanna D. Golden (or affirm) that, to the best of my knowledge and belief, the financial report pertaining to the firm of Genesis Capital, LLC ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------December 31 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. Simature: liger Title: ) MARIN VANNER Managing Director #### This filing\*\* contains (check all applicable boxes): - (a) Statement of financial condition. - (b) Notes to consolidated statement of financial condition. - O (c) Statement of income (loss) or, if there is other comprehensive in the period(s) presented, a statement of comprehensive income (as defined in § 210.1-02 of Regulation S-X). - O (d) Statement of cash flows. - O (e) Statement of changes in stockholders' or partners' or sole proprietor's equity. - O (f) Statement of changes in liabilities subordinated to claims of creditors. - O (g) Notes to consolidated financial statements. - O (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. - [] 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. - O (m) Information relating to possession or control requirements for customers under 17 CFR 240.15c3-3. - O (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. - 0 (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-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. - O (p) Summary of financial data for subsidiated in the statement of financial condition. - | | Oath or affirmation in accordance with 17 CFR 240.17a-12, or 17 CFR 240.17a-12, or 17 CFR 240.18a-7, as applicable. - [ ] 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. - O (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. - O (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. - O (w) Independent public accountant's report based on a review of the exemption report under 17 CFR 240.17-5 or 17 CFR 240.18a-7, as applicable. - O (x) Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.17-12, as applicable. - O (y) Report describing any material inadequacies found to existed since the date of the previous audit, or a statement that no material inadequacies exist, under 17 CFR 240.17a-12(k). - O (z) Other: - \*\* To request confidential treatment of this filing, see 17 CFR 240.170-5(e)(3) or 17 CFR 240.180-7(d)(2), os applicable. {2}------------------------------------------------ # GENESIS CAPITAL, LLC # FINANCIAL STATEMENT DECEMBER 31, 2025 {3}------------------------------------------------ # GENESIS CAPITAL, LLC ## TABLE OF CONTENTS | | PAGE | |---------------------------------------------------------|-------| | Report of independent registered public accounting firm | 1 | | Financial statement: | | | Statement of financial condition | 2 | | Notes to financial statement | 3 - 7 | {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) #### **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To the Member of Genesis Capital, LLC Atlanta, Georgia #### *Opinion on the Financial Statement* We have audited the accompanying statement of financial condition of Genesis Capital, LLC as of December 31, 2025 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 Genesis Capital, LLC as of December 31, 2025 in conformity with accounting principles generally accepted in the United States of America. #### *Basis for Opinion* This financial statement is the responsibility of Genesis Capital, LLC's management. Our responsibility is to express an opinion on Genesis Capital, LLC's financial statement based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to Genesis Capital, LLC in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statement, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statement. 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 statement. We believe that our audit provides a reasonable basis for our opinion. We have served as Genesis Capital, LLC's auditor since 2024. Atlanta, Georgia February 13, 2026 ![](_page_4_Picture_13.jpeg) {5}------------------------------------------------ #### GENESIS CAPITAL, LLC STATEMENT OF FINANCIAL CONDITION DECEMBER 31, 2025 ## ASSETS | GENESIS CAPITAL, LLC
STATEMENT OF FINANCIAL CONDITION
DECEMBER 31, 2025 | | |-------------------------------------------------------------------------------|-----------------| | ASSETS | | | Cash | \$
8,199,073 | | Prepaid expenses | 124,557 | | Right of use asset | 97,265 | | Deposits | 8,675 | | Total assets | \$
8,429,570 | | LIABILITIES AND MEMBER'S EQUITY | | | Accounts payable and accrued expenses | \$
51,733 | | Lease liability | 97,265 | | Discretionary bonuses and profit sharing | 7,430,572 | | Total liabilities | 7,579,570 | | Member's equity | 850,000 | | Total liabilities and member's equity | \$
8,429,570 | See accompanying notes to the financial statement {6}------------------------------------------------ #### Note A Summary of Significant Accounting Policies #### Nature of Operations: Genesis Capital, LLC (the "Company") is a registered broker-dealer under the Securities Exchange Act of 1934 and is a member of the Financial Industry Regulatory Authority, Inc. ("FINRA") and the Securities Investor Protection Corporation ("SIPC"). The Company provides merger and acquisition advisory services and assists domestic and international companies in analyzing capitalization alternatives and accessing the capital markets for debt, equity and equity-related financing. The Company does not maintain customer accounts. #### Use of Estimates: The preparation of the statement of financial condition in conformity with generally accepted accounting principles 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 statement of financial condition. Actual results could differ from those estimates. #### Leases: The Company recognizes and measures its leases in accordance with Financial Accounting Standards Board ("FASB") Accounting Standard Codification ("ASC") Topic 842, Leases. The Company is a lessee in one noncancelable operating lease for office space. The Company determines if an arrangement is a lease, or contains a lease, at inception of a contract and when the terms of an existing contract are changed. The Company recognizes a lease liability and a right of use ("ROU") asset at the commencement date of the lease. The lease liability is initially and subsequently recognized based on the present value of its future lease payments. Variable payments are included in the future lease payments when those variable payments depend on an index or a rate. The discount rate is the implicit rate if it is readily determinable or the Company's incremental borrowing rate. The implicit rate of the Company's lease was not readily determinable and accordingly, the Company used its incremental borrowing rate based on the information available at the commencement date. The Company's incremental borrowing rate for a lease is the rate of interest it would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms and in a similar economic environment. The ROU asset is subsequently measured throughout the lease term at the amount of the remeasured lease liability (i.e., present value of the remaining lease payments), plus unamortized initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received, and any impairment recognized. Lease cost for lease payments is recognized on a straight-line basis over the lease term. In computing net capital, the Company adds back the ROU asset to the extent of the associated operating lease liability. {7}------------------------------------------------ # Note A Summary of Significant Accounting Policies (Continued) # Concentration of Credit Risk Arising From Cash Deposits in Excess of Insured Limits: The Company maintains cash balances at a financial institution that at times may exceed federally insured limits. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any significant risks on cash. As of December 31, 2025, the Company's bank account balances exceeded the \$250,000 FDIC coverage limit by \$7,949,073. #### Accounts Receivable: The Company extends credit to customers located primarily throughout North America based on the size of the customer, its payment history, and other factors. FASB ASC Topic 326, Financial Instruments - Credit Losses ("ASC 326") impacts the impairment model for certain financial assets by requiring a current expected credit loss ("CECL") methodology to estimate expected credit losses over the entire life of the financial asset. Under ASC 326, the Company could determine there are no expected credit losses in certain circumstances (e.g., based on the credit quality of the client). The allowance for credit losses is based on the Company's expectation of the collectability of financial instruments, including fees and other receivables utilizing the CECL framework. The Company considers factors such as historical experience, credit quality, age of balances and current and future economic conditions that may affect the Company's expectation of the collectability in determining the allowance for credit losses. Under the standard, the allowance for credit losses must be deducted from the amortized cost of the financial asset to present the net amount expected to be collected. The Company has no outstanding accounts receivable and has not provided an allowance for credit losses at December 31, 2025. The Company determines if receivables are past due based on days outstanding, and amounts are written off when determined to be uncollectible by management. The maximum accounting loss from the credit risk associated with accounts receivable is the amount of the receivable recorded, which is the face amount of the receivable, net of the allowance for credit losses. ## Property and Equipment: Property and equipment are stated at cost, less accumulated depreciation. Expenditures for maintenance and repairs are expensed currently, while renewals and betterments that materially extend the life of an asset are capitalized. The cost of assets sold, retired, or otherwise disposed of, and the related allowance for depreciation are eliminated from the accounts, and any resulting gain or loss is recognized. {8}------------------------------------------------ # Note A Summary of Significant Accounting Policies (Continued) # Income Taxes: The Company is a Limited Liability Company. All income and losses are passed through to the member to be included on the respective income tax return. Accordingly, no provision for federal and state income taxes has been provided for in the accompanying statement of financial condition. The Company has adopted the provisions of FASB ASC 740, Income Taxes ("ASC 740"). Under ASC 740, 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. The Company has evaluated each of its tax positions, including its status as a pass-through entity, and has concluded that there are no uncertain tax positions taken or expected to be taken. The Company has not recognized interest or penalties related to uncertain tax positions. The Company is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. # Fair Value of Financial Instruments: The Company's financial instruments, including cash, accounts receivable, prepaid expenses, accounts payable and accrued expenses, and discretionary bonuses and profit sharing are carried at cost, which approximates their fair value because of the short-term nature of these assets and liabilities. #### Note B Net Capital The Company, as a registered broker-dealer in securities, is subject to the Securities and Exchange Commission Uniform Net Capital Rule (Rule 15c3-1), which requires that (a) minimum net capital, as defined, shall not be less than the greater of 6 2/3% of aggregate indebtedness, as defined, or \$5,000, and (b) 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 \$8,147,340, which was \$8,137,407 in excess of its required net capital of \$9,933. The Company's ratio of aggregate indebtedness to net capital was 0.02 to 1. # Note C Exemption from Rule 15c3-3 The Company does not claim an exemption under paragraph (k) of 17 C.F.R. §240.15c3-3 and relies 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 providing merger and acquisition advisory services to clients and the private placement of securities, including PIPES. {9}------------------------------------------------ # Note D Commitments The Company has an obligation as a lessee for office space with an initial noncancelable term of 18 months. The lease was amended to extend the term through June 2026. The Company's lease does not include a termination option for either party to the lease or restrictive financial or other covenants. Payments due under the lease contract include fixed payments plus variable payments. The Company's office space lease requires it to make variable payments for the Company's proportionate share of the building's property taxes, insurance, and common area maintenance. These variable lease payments are not included in the lease payments used to determine the lease liability and are recognized as variable costs when incurred. Remaining lease term 6 months Discount rate 5.16% 2026 98,735 \$ Total undiscounted lease payments 98,735 Less imputed interest (1,470) Total lease liability 97,265 \$ The components of the operating lease for the year ended December 31, 2025 are as follows: | Remaining lease term | 6 months | |----------------------|----------| | Discount rate | 5.16% | Maturities of the lease liability under the noncancelable operating lease as of December 31, 2025 are as follows: | 2026 | S | 98.735 | |-----------------------------------|---|---------| | Total undiscounted lease payments | | 98.735 | | Less imputed interest | | (1.470) | | Total lease liabılıty | | 97.265 | # Note E Employee Retirement Plan The Company sponsors an employee retirement plan known as the Genesis Capital, LLC 401(k) Plan (the "Plan"). Under the Plan, employees may contribute up to the maximum contributions as set periodically by the Internal Revenue Service. The Company may make discretionary contributions to the Plan. The employer contributions vest immediately. Participant contributions are always 100% vested. As of December 31, 2025, \$169,238 of discretionary profit-sharing contributions remained payable to the Plan and is included in discretionary bonuses and profit sharing on the accompanying statement of financial condition. # Note F Significant Customers The Company has three customers representing approximately 84% of revenue that are considered significant. There were no amounts due from these customers at December 31, 2025. {10}------------------------------------------------ # Note G Contingencies In the normal course of its business, the Company indemnifies certain service providers against specified losses in connection with their providing services to the Company. The maximum potential amount of future payments that the Company could be required to make under these indemnifications cannot be estimated. The Company does not believe it will ever have to make a material payment under these arrangements and has not recorded a contingent liability in the financial statement for these indemnifications. ## Note H Subsequent Events The Company evaluated subsequent events through February 13, 2026, when the statement of financial condition was available to be issued. The Company is not aware of any significant events that occurred after the date of the statement of financial condition, but prior to the filing of this report that would have a material impact on the statement of financial condition. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.