# NI ADVISORS X-17A-5 (2025-10-15) — Broker-dealer annual report
- Company: NI ADVISORS
- Form: X-17A-5
- Filed: 2025-10-15
- Period: 2025-06-30
- Accession: 0001318478-25-000007
- CIK: 1318478
- File #: 8-66841
- Type: Broker-dealer
- Material weakness: No
- Auditor: LMHS, P.C. - Certified Public Accountants and Advisors
- Auditor location: Norwell, MA
- Contact: Helene Berson
- Phone: 4152033960
- Email: goy@niadvisorsinc.com
- Website: niadvisorsinc.com
- Signed by: Sui-Hok Goy (President)
Original filing: https://www.sec.gov/Archives/edgar/data/1318478/000131847825000007/auditreportniadvisors630251.pdf
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# UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL REPORTS
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SEC FILE NUMBER 8-66841
# FORM X-17A-5 PART IШ
FACING PAGE
Information Required Pursuant to Rules 17a-5, 17a-12, and 18a-7 under the Securities Exchange Act of 1934
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{3}------------------------------------------------
# FINANCIAL STATEMENTS AND SUPPLEMENTARY INFORMATION WITH
#### REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
JUNE 30, 2025
{4}------------------------------------------------
#### **TABLE OF CONTENTS**
| Report of Independent Registered Public Accounting Firm Page 1 | |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|
| Statement of Financial Condition Page 2 | |
| Statement of Operations Page 3 | |
| Statement of Changes in Shareholder's Equity Page 4 | |
| Statement of Cash Flows Page 5 | |
| Notes
to Financial Statements Page 6-14 | |
| Supplementary Information: | |
| Schedule I - Computation of Net Capital under Rule 15c3-1 of the Securities
and Exchange Commission Page 15 | |
| Schedule II & III– Computation for Determination of the Reserve
Requirements and Information Relating to Possession or Control
Requirements for Broker Dealers Pursuant to Rule 15c3-3 Page 16 | |
| Review Report of Independent Registered Public Accounting Firm Page 17 | |
| SEA Rule 15c3-3 Exemption Report Page 18 | |
{5}------------------------------------------------
#### *Report of Independent Registered Public Accounting Firm*
To the Board of Directors NI Advisors Milpitas, California
#### *Opinion on the Financial Statements*
We have audited the accompanying statement of financial condition of NI Advisors, as of June 30, 2025, and the related statements of operations, changes in stockholder's equity, and cash flows for the year then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of NI Advisors as of June 30, 2025, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
#### *Basis for Opinion*
These financial statements are the responsibility of the entity's management. Our responsibility is to express an opinion on these financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to NI Advisors in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
#### *Supplemental Information*
The supplemental information appearing on pages 15 and 16 has been subjected to audit procedures performed in conjunction with the audit of NI Advisors' financial statements. The supplemental information is the responsibility of NI Advisors management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with *C.F.R. §240.17a-5.* In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.
LMHS, P.C. We have served as NI Advisors' auditor since 2024. Norwell, Massachusetts
September 24, 2025
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
{6}------------------------------------------------
### **NI ADVISORS Statement of Financial Condition June 30, 2025**
#### **Assets**
| Cash | \$
231,205 |
|-------------------------------------|---------------|
| Clearing deposit | 101,518 |
| Commissions and accounts receivable | 89,185 |
| Taxes receivable | 120,000 |
| Equity investments | 20,411 |
| Property and equipment, net | 417 |
| Deposits & prepaid expenses | 45,461 |
| Total assets | \$
608,197 |
#### **Liabilities and Stockholder's Equity**
\$ -
-
### **Liabilities**
| Accounts payable and accrued expense | \$
337,045 |
|--------------------------------------|---------------|
| Related party payable | 10,168 |
| Legal reserve | 42,250 |
| Total liabilities | 389,463 |
Commitments and contingencies
#### **Stockholder's equity**
| Common stock, 10,000 shares authorized, 100 shares issued and outstanding | 100 |
|---------------------------------------------------------------------------|---------------|
| Additional paid-in capital | 316,700 |
| Accumulated deficit | (98,066) |
| Total stockholder's equity | 218,734 |
| Total liabilities and stockholder's equity | \$
608,197 |
*The accompanying notes are integral part of these financial statements*
{7}------------------------------------------------
### **NI ADVISORS Statement of Operations For the Year Ended June 30, 2025**
#### **Revenues** -
| Commission fees | \$
876,393 |
|---------------------------------------------------|-----------------|
| Variable annuity revenue | 872,578 |
| Private placement and registered offering revenue | 705,742 |
| Life insurance revenue | 412,141 |
| 12b-1 fees | 333,408 |
| Gain on investments sold | 154,949 |
| Mutual fund revenue | 89,555 |
| Advisory and due diligence revenue | 63,705 |
| Interest and dividend income | 52,289 |
| Other income | 21,568 |
| Total revenues | 3,582,328 |
| Expenses | |
| Compensation and benefits | 2,705,726 |
| Professional fees | 330,793 |
| Regulatory costs | 125,577 |
| Travel and entertainment | 60,874 |
| Clearing fees | 64,526 |
| Insurance | 48,955 |
| Rent | 33,840 |
| Communications | 16,515 |
| Other operating expenses | 590,603 |
| Total expenses | 3,977,409 |
| Net loss | \$
(395,081) |
*The accompanying notes are an integral part of these financial statements*
{8}------------------------------------------------
### **NI ADVISORS Statement of Changes in Stockholder's Equity For the Year Ended June 30, 2025**
| | | Common Stock | | Additional Paid-in
Capital | | Retained Earnings/
(Accumulated Deficit) | | Total | |
|--------------------------|----|--------------|----|-------------------------------|----|---------------------------------------------|----|-----------|--|
| Balance at June 30, 2024 | \$ | 100 | \$ | 116,700 | \$ | 297,015 | \$ | 413,715 | |
| Capital contributions | | | | 200,000 | | | | | |
| Net loss | | - | | - | | (395,081) | | (395,081) | |
| Balance at June 30, 2025 | \$ | 100 | \$ | 316,700 | \$ | (98,066) | \$ | 218,734 | |
*The accompanying notes are an integral part of these financial statements.*
{9}------------------------------------------------
### **NI ADVISORS Statement of Cash Flows For the Year Ended June 30, 2025**
| | | | Cash flow from operating activities: |
|--|--|--|--------------------------------------|
|--|--|--|--------------------------------------|
| Net loss | | \$
(395,081) |
|-----------------------------------------------------------------------------|-----------|-----------------|
| Adjustments to reconcile net loss to net cash used in operating activities: | | |
| Depreciation | | 1,000 |
| Loss on transfer of non-marketable investment to equity | | 108,108 |
| Net unrealized gain on investments held | | (9,559) |
| (Increase) decrease in : | | |
| Commissions and accounts receivable | | 24,183 |
| Taxes receivable | | (13,357) |
| Deposits & prepaid expenses | | (3,427) |
| Clearing deposit | | 18,641 |
| Legal reserve | | (92,750) |
| Accounts payable and accrued expense | | 111,252 |
| Net cash used in operating activities | (250,990) | |
| Cash flow from financing activities: | | |
| Capital contributions | | 200,000 |
| Net cash provided by financing activities | | 200,000 |
| Net increase (decrease) in cash | | (50,990) |
| Cash at June 30, 2024 | | 282,195 |
| Cash at June 30, 2025 | | \$
231,205 |
| Supplemental disclosure of cash flow information: | | |
| Cash paid during the year for: | | |
| Interest
\$ | 20 | |
| Taxes
\$ | 400 | |
*The accompanying notes are an integral part of these financial statements*
{10}------------------------------------------------
### **Notes to Financial Statements**
### **June 30, 2025**
#### **NOTE 1: GENERAL AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**
#### *Organization*
NI ADVISORS (the "Company") was incorporated in the State of California as a C Corporation on January 1, 2005. The Company is a registered broker-dealer in securities under the Securities and Exchange Act of 1934. The Company is a member of the Financial Industry Regulatory Authority ("FINRA"), and the Securities Investor Protection Corporation ("SIPC"), and is registered with the Municipal Securities Rulemaking Board ("MSRB").
The Company is engaged in business as a securities broker-dealer, that provides several classes of services, including the retailing of private placements, mutual funds, and insurance.
Under its membership agreement with FINRA, the Company operates under Rule 15c3-3(k)(2)(ii), which provides "All customers transactions are cleared through another broker-dealer on a fully disclosed basis", as well as the Company is exempt from the provision of Rule 15c3-3 as supported by footnote 74 to SEC Release 34-70073, and as discussed in Q & A 8 of the related FAQ issued by SEC staff. The Company does not effect transactions for anyone defined as a customer under Rule 15c3-3. Accordingly, there are no items to report under the requirements of this Rule.
#### *Summary of Significant Accounting Policies*
#### *Basis of Accounting*
The financial statements of the Company have been prepared on the accrual basis of accounting and accordingly reflect all significant receivables, payables and other liabilities.
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 revenue and expenses during the reporting period. Actual results could differ from those estimates.
#### *Revenue Recognition*
In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update "(ASU") 2014-09, Revenue from Contracts with Customers: Topic 606, to supersede nearly all existing revenue recognition guidance under GAAP. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers: Deferral of the Effective Date, which deferred the effective date for implementation of ASU 2014-09 by one year and is now effective for annual reporting periods beginning
{11}------------------------------------------------
### **Notes to Financial Statements**
### **June 30, 2025**
after December 15, 2017, with early adoption permitted but not earlier than the original effective date. ASU 2014-09 also requires new qualitative and quantitative disclosures, including disaggregation of revenues and descriptions of performance obligations. The Company adopted ASC 606 beginning July 1, 2019.
The Company's primary revenue sources derive from private placement revenue earned on a percentage of third-party investments, earned on the trade date. Commission fees are related to clearing expenses and are recorded on the trade date. Insurance fees are recorded as a percentage of the trades sold and are recorded on the trade date. 12b-1 fees and variable annuity revenue is recorded over their respective contractual periods. Interest is recognized on an accrual basis. Dividend income is recognized over a period of time. Advisory and due diligence income, mainly consist of services income, which is recognized at a point in time.
#### *Leases*
In February 2016, the FASB issued ASU No. 2016-02, "Leases (ASC 842). The standard requires lessees to recognize almost all leases on the Statement of Financial Condition as a Right-of-Use ("ROU") asset and a lease liability and requires leases to be classified as either an operating or a finance type lease. The standard excludes leases of intangible assets or inventory. The standard became effective for the Company beginning December 1, 2018. The Company adopted ASC 842 using the modified retrospective approach, by applying the new standard to all leases existing at the date of initial application. Results and disclosure requirements for reporting periods beginning after July 1, 2019 are presented under ASC 842, while prior period amounts have not been adjusted and continue to be reported in accordance with our historical accounting under ASC 840. The Company elected the package of practical expedients permitted under the standard, which also allowed the Company to carry forward historical lease classifications.
The Company also elected the practical expedient related to treating lease and non-lease components as a single lease component for all equipment leases as well as electing a policy exclusion permitting leases with an original lease term of less than one year to be excluded from the ROU assets and lease liabilities. Under ASC 842, the Company determines if an arrangement is a lease at inception. Right-of-Use assets and liabilities are recognized at commencement date based on the present value of remaining lease payments over the lease term. For this purpose, the Company considers only payments that are fixed and determinable at the time of commencement. As most of the Company's leases do not provide an implicit rate, the Company estimated the incremental borrowing rate in determining the present value of lease payments. The ROU asset also includes any lease payments made prior to commencement and is recorded net of any lease incentives received. The Company lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. Management adopted as of July 1, 2021 and determined that the adoption of ASC 842 Lease Accounting has had no impact on the Company as the Company does not have any lease with a term greater than twelve months.
#### *Property and Equipment*
Property and equipment are carried at cost. Repairs and maintenance to these assets are charged to expense as incurred; major improvements enhancing the function and/or useful life are capitalized.
{12}------------------------------------------------
### **Notes to Financial Statements**
### **June 30, 2025**
When items are sold or retired, the related cost and accumulated depreciation are removed from the accounts and any gains or losses arising from such transactions are recognized. Depreciation is calculated using the straight-line method over the following estimated useful lives:
| Furniture and fixtures | 5-7 years | | |
|------------------------|-----------|--|--|
| Computer equipment | 3 years | | |
#### *Cash and Cash Equivalents*
The Company considers as cash all short-term investments with an original maturity of three months or less to be cash equivalents. The Company has no cash equivalents as of June 30, 2025.
#### *Deposit with Clearing Organization*
Deposit with the clearing organization typically represent cash deposited with central clearing agencies for the purposes of supporting clearing and settlement activities. As of June 30, 2025, the balance was \$101,518.
#### *Fair Value*
FASB ASC 820 defines fair value, establishes a framework for measuring fair value, and establishes a fair value hierarchy which prioritizes the inputs to valuation techniques. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A fair value measurement assumes that the transaction to sell the assets or transfer the liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market. Valuation techniques that are consistent with the market, income or cost approach, as specified by FASB ASC 820, are used to measure fair value.
The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels.
Level 1 – Quoted prices in active markets for identical securities.
Level 2 – Observable inputs other than quoted prices included in level 1, such as quoted prices for similar securities or active markets; quoted prices for identical or similar securities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)
Level 3 – Pricing inputs are unobservable that are significant to the fair value measurement and include situations where there is little if any market activity for the investment. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.
As of June 30, 2025 the Company had one Level 1 investment with a market value of \$20,411.
{13}------------------------------------------------
### **Notes to Financial Statements**
### **June 30, 2025**
Certain financial instruments are carried at cost on the Statement of Financial Condition, which approximates fair value due to their short-term, highly liquid nature. These instruments include cash, clearing deposit, commissions and accounts receivable, taxes receivable, accounts payable and accrued expenses.
#### *Commissions and Accounts Receivable*
Effective July 1, 2020, The Company adopted the provision of Accounting Standards Update 2016- 13, *Financial Instruments – Credit Losses (Topic 326)*, which provides revised guidance on evaluating accounts and notes receivable and other financial instruments for impairment. The Company records accounts receivable when products or services are delivered, and it is probable that payment will be received for those products or services. No interest or penalties are recorded on accounts receivable that are past due under the terms of the related arrangement or invoice until those amounts are received. Topic 326 requires companies to evaluate their financial instruments for impairment by recording an allowance for doubtful accounts and/or bad debt expense based on certain categories of instruments rather than a specific identification approach.
The Company adopted the provisions of this standard using a method to estimate the allowance for doubtful accounts that considered both the aging of our accounts receivable and the projected loss rate of the receivables. Accounts receivable and the related allowance for doubtful accounts are written off when it becomes remote that payment for services will be received.
The Company considers commissions receivable to be fully collectible, and accordingly, no allowance for credit losses is provided for.
#### *Income Taxes*
The Company accounts for its income taxes in accordance with FASB ASC 740, Income Taxes. This standard requires the establishment of a deferred tax asset or liability to recognize the future tax effects of transactions that have not been recognized for tax purposes, including taxable and deductible temporary differences as well as net operating loss and tax credit carryforwards. Deferred tax expenses or benefits are recognized as a result of changes in the tax basis of an asset or liability when measured against its reported amount in the financial statements.
#### *Segment Reporting*
The Company is engaged in a single line of business as a securities broker-dealer, which is comprised of several classes of services, including private placements, life insurance and mutual funds. The Company has identified its President as the chief operating decision maker ("CODM"), who uses net income to evaluate the results of the business, predominantly in the forecasting process, to manage the Company. Additionally, the CODM uses excess net capital (see Note 9), 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. 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
{14}------------------------------------------------
### **Notes to Financial Statements**
### **June 30, 2025**
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.
#### *Subsequent events*
The Company has adopted authoritative standards of accounting for and the disclosure of events that occur after the Statement of Financial Condition date but before the financial statements are issued or are available to be issued. These standards require the Company to recognize in the financial statements the effects of all recognized subsequent events that provide additional evidence about conditions that existed at the date of the Statement of Financial Condition. For non-recognized subsequent events that must be disclosed to keep the financial statements from being misleading, the Company is required to disclose the nature of the event as well as an estimate of its financial effect, or a statement that such estimate cannot be made. In addition, the Company is required to
disclose the date through which subsequent events have been evaluated. The Company has evaluated subsequent events through the issuance of their financial statements (See Note 14).
#### **NOTE 2: RECENTLY ISSUED ACCOUNTING STANDARDS**
On June 16, 2016, the FASB issued Accounting Standards Update No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which introduced an expected credit loss model for the impairment of financial assets measured at amortized cost basis. That model replaces the probable, incurred loss model for those assets. Through the amendments in that Update, the Board added Topic 326, Financial Instruments-Credit Losses, and made several consequential amendments to the Codification. This guidance will be effective for entities for the fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. The Company adopted the new standard effective July 1, 2022. The adoption of this guidance did not have a material impact on the financial statements.
#### **NOTE 3: COMMISSIONS AND ACCOUNTS RECEIVABLE**
As of June 30, 2025, the Company had accounts receivable of \$54,522, and commission receivables of \$34,663. The Company deems the receivables to be collectable and no allowance was recorded.
{15}------------------------------------------------
### **Notes to Financial Statements**
### **June 30, 2025**
#### **NOTE 4: PROPERTY AND EQUIPMENT**
Property and equipment are recorded net of accumulated depreciation and summarized by major classification as follows:
| | | Useful Life |
|--------------------------------|-----------|-------------|
| Computer Equipment | \$ 5,734 | 3 |
| Furniture | 5,145 | 7 |
| | 10,879 | |
| Less: accumulated depreciation | (10,462) | |
| Property and equipment, net | \$
417 | |
There was \$1,000 of depreciation expense for the year ended June 30, 2025.
#### **NOTE 5: GUARANTEES**
FASB ASC 460, Guarantees, requires the Company to disclose information about its obligations under certain guarantee arrangements. FASB ASC 460 defines guarantees as contracts and indemnification agreements that contingently require a guarantor to make payments to the guaranteed party based on changes in an underlying factor (such as an interest or foreign exchange rate, security or commodity price, an index or the occurrence or nonoccurrence of a specified event) related to an asset, liability or equity security of a guaranteed party. This guidance also defines guarantees as contracts that contingently require the guarantor to make payments to the guaranteed party based on another entity's failure to perform under an agreement as well as indirect guarantees of indebtedness of others. At June 30, 2025, the Company was not a party to any such contract or agreement that would obligate it as a guarantor.
#### **NOTE 6: CONCENTRATION OF CREDIT RISK**
The Company is engaged in various trading and brokerage activities in which counter parties primarily include broker-dealers, banks, and other financial institutions. In the event counter parties do not fulfill their obligations, the Company may be exposed to risk. The risk of default depends on the creditworthiness of the counter party or issuer of the instrument. It is the Company's policy to review, as necessary, the credit standing of each counter party.
The Company does not have bank accounts greater than the Federal Deposit Insurance Corporation ("FDIC") as of June 30, 2025.
{16}------------------------------------------------
### Notes to Financial Statements
### June 30, 2025
#### NOTE 7: REVENUE
The Company receives commissions on the sale of securities. Securities include variable annuity revenue, property and casualty insurance revenue, advisory fee revenue, municipal plan revenue,12b-1 fee revenue life insurance revenue, private placement revenue, registered offerings from selling groups, mutual fund concession revenue, trading commissions, commission income and advisory and due diligence revenue. Additionally, the Company receives revenue in the form of interest payments, and dividends.
Revenue for the year ended June 30, 2025 consisted of:
| Commission fees | \$
876,393 |
|---------------------------------------------------|-----------------|
| Variable annuity revenue | 872,578 |
| Private placement and registered offering revenue | 705,742 |
| Life insurance revenue | 412,141 |
| 12b-1 fees | 333,408 |
| Gain on investments sold | 154,949 |
| Mutual fund revenue | 89,555 |
| Advisory and due diligence
revenue | 63,705 |
| Interest and dividend income | 52,289 |
| Total revenues | \$
3,560,760 |
#### NOTE 8: DEPOSITS AND PREPAID EXPENSE
The Company had prepaid expenses of \$36,721, mainly for liability insurance paid through March 2026, being expensed each month and deposits of \$8,740 for legal retainer fees.
#### NOTE 9: NET-CAPITAL REQUIREMENTS
The Company is subject to the Securities and Exchange Commission Uniform Net Capital Rule (Rule 15c3- 1) (the "Rule"), which, among other items, requires the maintenance of minimum net capital and the maintenance of a maximum ratio of aggregate indebtedness to net capital, both as defined by the Rule, of 15 to 1. The Rule also restricts the timing and amounts of capital withdrawals or distributions paid. At June 30, 2025, the Company had regulatory net capital of \$31,408 which was \$5,444 above the minimum requirement of \$25,964 and the Company's ratio of aggregate indebtedness of \$389,463 to net capital was 11240%. At June 30, 2025 the Company exceeded the requirement to maintain an aggregate indebtedness to net capital ratio of 1,200%. This occurred due to specific expenses that were accrued for at year-end and the situation was corrected the following day.
{17}------------------------------------------------
### **Notes to Financial Statements**
### **June 30, 2025**
#### **NOTE 10: ACCOUNTS PAYABLE AND ACCRUED EXPENSE**
Accounts payable and accrued expense as of June 30, 2025, consist of:
| Accounts payable | \$
309,048 |
|----------------------------|---------------|
| Accrued commission payable | 38,165 |
| Legal reserve | 42,250 |
| | \$
389,463 |
#### **NOTE 11: RELATED PARTY TRANSACTIONS**
During the year ended June 30, 2025, the Company had related party transactions with Sui-Hock Goy, President, for expenses paid on behalf of the company. As of June 30, 2025 the Company owed \$10,168 to Sui-Hock Goy.
#### **NOTE 12: INCOME TAXES**
The Company has net operating loss ("NOL") carryforwards available for federal and state income tax purposes. The utilization of these carryforwards is dependent upon the generation of future taxable income within the applicable carryforward periods. Management has evaluated the realizability of the related deferred tax asset in accordance with ASC 740 and has determined that it is not more likely than not that the deferred tax asset will be realized. Accordingly, a full valuation allowance has been established against the deferred tax asset, resulting in a net recorded value of zero at June 30, 2025.
Deferred income taxes reflect the impact of temporary differences between the recognition of revenues and expenses on the Company's tax return and the financial statements. The primary sources of differences are the utilization of the cash basis method of accounting for tax purposes, net operating losses, and depreciation methods and lives. The net operating loss carryforward at June 30, 2025, is \$163,781 and begins expiring in 2042.
The Company has tax overpayments of \$120,000 available for future federal income taxes.
In assessing the likelihood of realizing the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.
The Company is required to file income tax returns in both federal and state tax jurisdictions. The Company's tax returns are subject to examination by taxing authorities in the jurisdictions in which it operates in accordance with the normal statutes of limitations in the applicable jurisdiction.
{18}------------------------------------------------
### **Notes to Financial Statements**
### **June 30, 2025**
For federal purposes, the statute of limitations is three years. The statute of limitations for state purposes is generally three years but may exceed the limitation depending upon the jurisdiction involved. Returns that were filed within the applicable statute remain subject to examination. As of June 30, 2025, the IRS has not proposed any adjustment to the Company's tax position.
#### **NOTE 13: OTHER COMMITMENTS AND CONTINGENCIES**
Included in the Company's clearing agreement with its clearing broker-dealer is an indemnification clause, this clause relates to instances where the Company's customers fail to settle security transactions. In the event this occurs, this clause provides broad protection to the Company for any and all losses associated with customer arbitrations stemming from relationships, recommendations and/or advice made by the registered representative to the customers suing the Company.
At the June 30, 2025, several investors have filed lawsuits against the Company regarding the sale of an investment that subsequently went into bankruptcy. Included in other operating expenses at June 30, 2025 is \$536,559 in settlement expenses related to this matter. The Company has set aside a reserve of \$42,250 at June 30, 2025 and recorded in legal reserve liability.
#### **NOTE 14: SUBSEQUENT EVENTS**
The Company has evaluated events subsequent to the balance sheet date through September 24, 2025, for items requiring recording or disclosure in the financial statements. The evaluation was performed through the date the financial statements were available to be issued. During the months of July and August 2025 the Company received capital contributions of \$50,000.
{19}------------------------------------------------
## **SUPPLEMENTAL INFORMATION**
#### **NI ADVISORS**
### **Schedule I - Computation of Net Capital Requirements - Pursuant to SEA Rule 17a-5 Of the Securities and Exchange Act of 1934 As of and for the year ended June 30, 2025**
| Computation of net capital | | |
|------------------------------------------------|--------------|---------------|
| Total stockholder's equity | | \$
218,734 |
| Less: Non-allowable assets | | |
| Property and equipment, net | (417) | |
| Taxes receivable | (120,000) | |
| Deposits & prepaid expenses | (45,461) | |
| Commission receivable, non-allowable portion | (16,357) | |
| Total non-allowable assets | | (182,235) |
| Net Capital before haircuts | | 36,499 |
| Less: Haircuts on securities | | (5,091) |
| Net Capital | | \$
31,408 |
| Computation of net capital requirements | | |
| Minimum net capital requirement | | |
| 6 2/3 percent of net aggregate indebtedness | \$
25,964 | |
| Minimum dollar net capital required | \$
5,000 | |
| Net capital required (greater of above) | | 25,964 |
| Excess net capital | | \$
5,444 |
| Aggregate indebtedness | | \$389,463 |
| Ratio of aggregate indebtedness to net capital | | 1240% |
There were no differences between net capital computation shown here and the net capital computation shown on the Company's amended unaudited Form X-17A-5 report dated June 30, 2025.
*See report of independent registered public accounting firm*
.
{20}------------------------------------------------
# **SUPPLEMENTAL INFORMATION**
## **NI ADVISORS**
#### **Schedule II and III – Computation for Determination of the Reserve Requirements and Information Relating to Possession or Control Requirements For Brokers and Dealers Pursuant to SEC Rule 15c3-3**
**As of June 30, 2025**
The Company is exempt from the provision of Rule 15c3-3 under paragraph (k)(2)(ii) in that all customer transactions are cleared through another broker-dealer on a fully disclosed basis. Accordingly, there are no items to report under the requirements of this Rule.
The Company is also filing this exemption report because the Company's other business activities contemplated by the provision of Rule 15c3-3 as supported by footnote 74 to SEC Release 34-70073, and as discussed in Q & A 8 of the related FAQ issued by SEC staff. The Company does not effect transactions for anyone defined as a customer under Rule 15c3-3. Accordingly, there are no items to report under the requirements of this Rule.
*See report of independent registered public accounting firm*
{21}------------------------------------------------
#### **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**
To the Board of Directors NI Advisors Milpitas, California
We have reviewed management's statements, included in the accompanying exemption report in which (1) NI Advisors, identified the following provisions of 17 C.F.R. §15c3-3(k) under which NI Advisors claimed an exemption from 17 C.F.R. §240.15c3-3: (k)(2)(ii) (the "exemption provision") and (2) NI Advisors identified that the noncovered NI Advisors' activities or other eligible activities are not required to comply with the requirements of SEC Rule 15c3-3 by reason of the SEC's guidance set forth in footnote 74 to SEC Release No. 34-70073 (July 30, 2013). The FAQs, as described herein, are essentially an implementation of the footnote 74 requirements. NI Advisors stated that NI Advisors met the identified exemption provision throughout the most recent fiscal year of 2025, without exception. NI Advisors' management is responsible for compliance with the exemption provision 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 NI Advisors' compliance with the exemption provision. 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)(ii) Footnote 74 of Rule 15c3-3 under the Securities Exchange Act of 1934.
LMHS, P.C. We have served as NI Advisors' auditor since 2024. Norwell, Massachusetts
September 24, 2025
{22}------------------------------------------------
1138 Cadillac Court, Milpitas, CA 95035. Tel: 510.306.7777 Fax: 510.339.9988 Email: goy@niadvisorsinc.com
September 24, 2025
LMHS, P.C. 80 Washington Street, Bldg S Norwell, MA 02061
#### **Exemption Report**
Ni Advisors (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. l 7a‐5(d)(I) and (4). To the best of its knowledge and belief, the Company states the following:
(1) The Company claimed exemption from 17 C.F.R. § 240.15c3‐3 under the following provisions of 17 C.F.R. §240. l 5c3‐3 (k)(2)(ii)
(2) The Company met the identified exemption provisions in 17 C.F.R. §240. I 5c3‐3 throughout the most recent fiscal year without exception.
(3) The Company is also filing this Exemption Report because the Company's other business activities contemplated by Footnote 74 of the SEC Release No. 34‐70073 adopting amendments to 17 C.F.R. § 240. l 7a‐5 are limited to: participating in distributions of securities (other than firm commitment underwritings) in accordance with the requirements of paragraphs (a) or (b)(2) of Rule l 5c2‐4; and The Company (I) did not directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers, (other than money or other consideration received and promptly transmitted in compliance with paragraph (a) or (b)(2) of Rule15c2‐4 and/or funds received and promptly transmitted for effecting transactions via subscriptions on a subscription way basis where the funds are payable to the issuer or its agent and not to the Company); (2) did not carry accounts of or for customers; and (3) did not carry PAB accounts (as defined in Rule 15c3‐3) throughout the fiscal year ending June 30, 2025 without exception.
The statement above was made to the best knowledge and belief of the undersigned.
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
Suihock Goy, President
Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.