# ANDES CAPITAL GROUP, LLC X-17A-5 (2026-04-14) — Broker-dealer annual report - Company: ANDES CAPITAL GROUP, LLC - Form: X-17A-5 - Filed: 2026-04-14 - Period: 2025-12-31 - Accession: 0001348811-26-000004 - CIK: 1348811 - File #: 8-67202 - Type: Broker-dealer - Material weakness: No - Auditor: Michael Coglianese CPA - Auditor location: Lincolnshire, IL - Contact: Curtis Spears - Phone: 312-376-4505 - Email: cspears@andescap.com - Website: andescap.com - Signed by: Curtis Spears (Chief Compliance Officer) Original filing: https://www.sec.gov/Archives/edgar/data/1348811/000134881126000004/Report2025.pdf --- {0}------------------------------------------------ # **Andes Capital Group, LLC** ----- # **Annual Audit Report** For the Year Ended **December 31, 2025** {1}------------------------------------------------ # **Andes Capital Group, LLC Table of Contents** | Facing Page - Annual Audit Report | 1 | |-----------------------------------------------------------------------------------------------|----------------------| | Form X-17A-5, Part III | | | Oath or Affirmation | 2 | | Report of Independent Registered Public Accounting Firm | 3
3-4
3-4 | | Financial Statements: | | | Statement of Financial Condition | 4
5
5 | | Statement of Income | 5
6
6 | | Statement of Changes in Members' Equity | 6
7
7 | | Statement of Cash Flows | 7
8
8 | | Notes to Financial Statements | 8-11
9-12
9-12 | | Supplementary Information Required by Rule 17A-5 of the | | | Securities and Exchange Commission: | | | Schedule I – Computation of Net Capital Required | | | Pursuant to Rule 15c3-1 | 12
13
13 | | Schedule II – Computation for Determination of Reserve | | | Requirements and Information Relating to Possession | | | of Control Requirements for Brokers and Dealers | | | Pursuant to SEC Rule 15c3-3 | 13
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14 | | Other Information: | | | Report of Independent Registered Public Accounting Firm | 14
15
15 | | Andes Capital Group, LLC's Exemption Report Required | | | by Rule 17A-5 of the Securities and Exchange Commission | 15
16
16 | | Report of Independent Registered Public Accounting Firm on
Applying Agreed-Upon Procedures | 17 | | Schedule of Securities Investor Protection Corporation
Assessment and Payment | 18-19 | {2}------------------------------------------------ ### # |
| |------| | | 8-67202 01/01/2025 12/31/2025 Andes Capital Group, LLC ■ 205 W. Wacker Drive, Suite 610 Chicago IL 60606 Curtis Spears 312-376-4505 cspears@andescap.com Michael Coglianese, CPA 300 Tri State International, Suite 180 Lincolnshire IL 60069 10/20/2009 3874 {3}------------------------------------------------ ## Curtis Spears Andes Capital Group, LLC 12/31 025 Chief Compliance Officer ## - - - - - - - - - - - - - - - - - - - - - - - - - - {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) ### **Report of Independent Registered Public Accounting Firm** To the Members of Andes Capital Group, LLC ### **Opinion on the Financial Statements** We have audited the accompanying statement of financial condition of Andes Capital Group, LLC as of December 31, 2025, the related statements of income, changes in members' 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 Andes Capital Group, LLC as of December 31, 2025, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. ### **Going Concern** The accompanying financial statements have been prepared assuming that Andes Capital Group, LLC will continue as a going concern. As discussed in Note 11 to the financial statements, Andes Capital Group, LLC has suffered recurring losses from operations that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 11. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. ### **Basis for Opinion** These financial statements are the responsibility of Andes Capital Group, LLC's management. Our responsibility is to express an opinion on Andes Capital Group, LLC'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 are required to be independent with respect to Andes Capital Group, 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 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 which includes Schedule I and Schedule II within the financial statements has been subjected to audit procedures performed in conjunction with the audit of Andes Capital Group, LLC's financial statements. The supplemental information is the responsibility of Andes Capital Group, LLC's 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 17 C.F.R. §240.17a-5. In our opinion, the supplemental information within the financial statements is fairly stated, in all material respects, in relation to the financial statements as a whole. {5}------------------------------------------------ ![](_page_5_Picture_0.jpeg) We have served as Andes Capital Group, LLC's auditor since 2022. Lincolnshire, IL April 13, 2026 {6}------------------------------------------------ # **Andes Capital Group, LLC Statement of Financial Condition** December 31, 2025 | ASSETS | 2025 | |---------------------------------------|------------| | ASSETS: | | | Cash and cash equivalents | \$ 84,475 | | Accounts receivable | 34,336 | | 6HFXULW\ GHSRVLW | 2,006 | | Deposit due from broker | 30,000 | | TOTAL ASSETS | \$ 150,817 | | | | | LIABILITIES AND MEMBERS' EQUITY | | | LIABILITIES: | | | Accounts payable | \$ ,95 | | Total liabilities | ,95 | | MEMBERS' EQUITY | \$ 142,722 | | TOTAL LIABILITIES AND MEMBERS' EQUITY | \$ 150,817 | {7}------------------------------------------------ ### **\$QGHV&DSLWDO\*URXS//&** #### **Statement of Income** For the Year Ended December 31, 2025 | | 2025 | |---------------------------------|--------------------------------------| | Revenues: | | | Commissions | \$ 603,521 | | Consulting fees | 386,435 | | Total revenues | 989,956 | | | | | Expenses: | | | Outside services | 738,333 | | Advertising | 297 | | Bad debts | 5,42 | | Bank charges | 2,853 | | Conferences and meetings | 390 | | Contributions | 165 | | Dues and subscriptions | 13,931 | | Guaranteed payments to partners | 50,555 | | Insurance | 2,343 | | Partner health insurance | 9,219 | | Licenses and permits | 403 | | Meals | 7,73 | | Office expense | 18,584 | | Professional fees | 15,7 | | Rent | 28,574 | | Taxes | 30 | | Telephone | 5,603 | | Travel | 12,636 | | Interest expense | 629
BBBBBBBBBBBBBBBBBBBBBBBBBBBBB | | Total expenses | 1,05,4 | | | | Net Loss ( 6,) {8}------------------------------------------------ # **Andes Capital Group, LLC Statement of Changes in Members' Equity** For the Year Ended December 31, 2025 | Members' equity at December 31, 2025 | \$ 142,722 | |--------------------------------------|------------| | Member contributions | 150,00 | | Net Loss | ( 6,) | | Members' equity at December 31, 2024 | \$ 58,239 | | | 2025 | {9}------------------------------------------------ # **Andes Capital Group, LLC Statement of Cash Flows** For the Year Ended December 31, 2025 | CASH FLOWS FROM OPERATING ACTIVITIES: | | |-------------------------------------------------------|-----------| | Net Loss | \$ ( 6,) | | Adjustments to reconcile net loss to net cash used in | | | operating activities: | | | (Increase) decrease in: | | | Accounts receivable | (2,803) | | Security deposit | (2,006) | | Increase (decrease) in: | | | Accounts payable | 44 | | Net cash used in operating activities | ( 87,982) | | | | | CASH FLOWS FROM INVESTING ACTIVITIES: | — | | | | | CASH FLOWS FROM FINANCING ACTIVITIES: | | | Member contributions | 150,00 | | Net cash provided by financing activities | 150,000 | | | | | NET INCREASE IN CASH | 62,018 | | CASH AND CASH EQUIVALENTS, beginning of year | 22,457 | | CASH AND CASH EQUIVALENTS, end of year | \$ 8,475 | | | | | SUPPLEMENTAL DISCLOSURE: | | | Interest Paid | \$ 629 | | Taxes Paid | \$ 30 | {10}------------------------------------------------ # **Andes Capital Group, LLC Notes to Financial Statements** December 31, 2025 ### **Note 1 – Summary of Significant Accounting Policies** ### **Organization and Nature of Operations** Andes Capital Group, LLC (The "Company") is an Illinois Limited Liability Company registered as a broker-dealer with the Securities and Exchange Commission (SEC). The company is a member of The Financial Industry Regulatory Authority (FINRA) and the Securities Investor Protection Corporation ("SIPC"). It provides a range of services to a diversified institutional client base. Services include: origination, underwriting or selling group participant, distribution and trading of municipal bonds; sales, trading and underwriting or selling group participant of taxable fixed income and private placements. ### **Financial Statement Presentation** The financial statements have been prepared in conformity with Generally Accepted Accounting Principles (GAAP). ### **Use of Estimates** The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Actual results could differ from those estimates. ### **Cash and Cash Equivalents** The Company maintains its operating cash in bank accounts insured by the Federal Deposit Insurance Corporation. For the purposes of the statement of cash flows, the Company considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents. ### **Leases** The Company leases its office space under a month-to-month agreement. This agreement is not subject to FASB ASC 842, leases. The company records rent expenses monthly as billed. ### **Advertising** Advertising costs are charged to operations when incurred. Advertising and promotional expenses were \$297 for the year ended December 31, 2025. ### **Income Taxes** Since the Company is a limited liability company, it files a partnership return for income tax purposes; therefore, there is no income tax liability at the entity level. Rather, the Company's net income or loss is allocated among the members, and is reported on their respective individual income tax returns. Accordingly, no provision is made for income taxes in the financial statements. The Company follows the recognition requirements for uncertain income tax positions as required by generally accepted accounting principles. Income tax benefits are recognized for income tax positions taken or expected to be taken in a tax return, only when it is determined that the income tax position will more likely-than-not be sustained upon examination by taxing authorities. The Company has analyzed tax positions taken for filing with the Internal Revenue Service and all state jurisdictions where it operates. The Company believes that income tax filing positions will be sustained upon examination and does not anticipate any adjustments that would result in a material adverse {11}------------------------------------------------ effect on the Company's financial condition, results of operations or cash flows. Accordingly, the Company has not recorded any reserves or related accruals for interest and penalties for uncertain income tax positions at December 31, 2025. ### **Revenue Recognition** Effective July 1, 2018, the Company adopted ASU No. 2014-9, Revenue from Contracts with Customers ("ASC Topic 606") using the modified retrospective method. The new revenue recognition guidance requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company has two material revenue streams described below: **Commissions:** The Company acts as an agent by selling securities to customers and collecting commissions. The Company recognizes commissions on a trade date basis, which is the day the transaction is executed. The Company believes that the performance obligation is satisfied on the trade date because that is when the security is selected, the price is determined, the trade is executed, and the risks and rewards of ownership have been transferred to/from the customer. **Consulting Fees:** The Company acts as a selling agent in underwriting transactions. Consulting fees are recognized at the point in time when the Company's performance under the terms of the contractual arrangement is completed, which is typically at the closing of the transaction. Reimbursed expenses related to these transactions are recorded as revenue and are included in Consulting Fees. ### **Commissions and other accounts receivables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or the year ended December 31, 2025, the Company recorded bad debt expense of \$5,42, representing the direct write-off of specific accounts receivable determined to be uncollectible during the year. #### **1RWH2±'HSRVLW'XHIURP%URNHU** The Company maintains a clearing deposit of \$30,000 with \$lpaca 6ecurities //C, a registered broker-dealer, in connection with its clearing and settlement activities. The deposit is non-interest bearing and is refundable upon termination of the clearing relationship. Management expects the deposit to remain outstanding for the duration of the clearing arrangement. {12}------------------------------------------------ # **Andes Capital Group, LLC Notes to Financial Statements (Continued)** December 31, 2025 #### **Note – Members' Equity** The Company is governed by the terms and conditions of the Limited Liability Company Agreement (The Agreement) dated August 27, 2018. The Company shall continue until terminated in accordance with the terms of the Agreement or as provided by law, including events of dissolution. The Company shall be dissolved only upon any of the following events: (i) Upon the written action of Members holding not less than 66-2/3% of all outstanding Units, (ii) upon the issuance of a final and non-appealable judicial decree of dissolution; (iii) upon a sale consisting of a sale or other disposition of all or substantially all of the assets of the Company. Members – The Company is composed of three members with no class distinction. ### **Note – Fair Value Financial Instrument** The Company's financial instruments are cash and cash equivalents, accounts receivable, and accounts payable for which recorded values approximate fair values based on their short-term nature. ### **Note – Net Capital Requirements** The Company is subject to the Uniform Net Capital Rule (15c3-1) of the Securities and Exchange Commission, which requires the maintenance of a minimum net capital of \$5,000 at December 31, 2025, and the ratio of aggregated indebtedness to net capital, both of which are defined, should not exceed 15 to 1. At December 31, 2025, the Company had net capital of \$1,80, which was \$10,80 in excess of its required net capital of \$5,000. The Company's ratio of aggregated indebtedness to net capital was 0.0 to 1 at December 31, 2025. #### **Note – Operating Lease** The Company leases its office space under a month-to-month lease. The lease requires monthly lease payments. At December 31, 2025, rent expense for this lease totaled \$28,574. ### **Note – Commitments and Contingencies** Management of the Company believes that there are no commitments, guarantees or contingencies that may result in a material loss or future obligations as of December 31, 2025. ### **Note – Major Customers** )our customers represented approximately 71 of total revenues for the year ended December 31, 2025. 5evenues from institutional clients in excess of 10 percent of total revenues are as follows: Customer 1: \$319,461 \_ Customer 2: \$156,350 \_ Customer 3: \$113,715 \_ Customer 4: \$112,375 \$s of December 31, 2025, three customers represented approximately 73 of total accounts receivable. \$ccounts receivable from these customers were as follows: Customer 1: \$10,000 \_ Customer 2: \$10,000 \_ Customer 3: \$5,000 #### **Note – Subsequent Events** The Company's management has evaluated subsequent events through the date the financial statements were available to be issued, and has concluded that there are no significant subsequent events that would require adjustment to or disclosure in the financial statements. {13}------------------------------------------------ # **Andes Capital Group, LLC Notes to Financial Statements (Continued)** December 31, 2025 #### **Note 10 – Collaborative Arrangement** The Company has a commission sharing agreement with another FINRA broker dealer. From time-to-time, the company may refer certain customers to the broker dealer who will make available its execution, clearing and other services relating to transition management. Unless otherwise agreed to, the commissions are shared equally between the two parties. ### **Note 11 – Going Concern** The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. ### Principal Conditions and Events The Company has incurred net losses for three consecutive years, including a net loss of (\$65,517) for the year ended December 31, 2025. Total expenses of \$1,055,47 exceeded total revenues of \$989,956, and the Company's revenue is concentrated among a small number of institutional clients whose engagements are largely non-recurring in nature. These conditions raise substantial doubt about the Company's ability to continue as a going concern for the twelve-month period following December 31, 2025. ### Management's Evaluation Management has evaluated the significance of these conditions in relation to the Company's ability to meet its obligations. While the recurring losses and revenue concentration present meaningful risks, management believes these conditions are addressable through the plans described below. Management's Plans to Mitigate Management is actively pursuing the following steps to address the going concern conditions: The members of the Company contributed \$150,000 of capital during 2025 and remain committed to providing financial support as needed to sustain operations. The Company is expanding its focus on the private markets space, including private placements and secondary trading activity, to grow and diversify its revenue base. Management is reviewing its cost structure to identify opportunities to improve operating efficiency. ### (4) Probable of Effective Implementation Management believes that the plans described above are probable of being effectively implemented. The members' demonstrated willingness to contribute capital, combined with the Company's active business development efforts, provide a reasonable basis for this conclusion. ### **Note 12 – 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 placement of securities and direct subscription-way sale of securities. 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 4), which is not a measure of profit and loss, to make operational decisions while maintaining capital adequacy, including whether to reinvest profits or pay dividends. The Company's operations constitute a single operating segment and therefore, a single reportable segment, because the CODM manages the business activities using information of the Company as a whole. The accounting policies used to {14}------------------------------------------------ # **Andes Capital Group, LLC** **Schedule I – Computation of Net Capital Requirements** Pursuant to Rule 15c3-1 As of December 31, 2025 | Members' Equity | \$ 142,722 | |-------------------------------------------------|------------| | Total Members' Equity | \$ 142,722 | | Less: Non allowable assets | | | Security Deposit | (2,006) | | Accounts Receivable | (34,336) | | Total non-allowable assets | (3,342) | | Net Capital | \$ 10,380 | | Computation of Net Capital Requirements | | | Minimum net capital requirement | | | 6 2/3 percent of net aggregate indebtedness | \$ 40 | | Minimum dollar net capital required | \$ 5,000 | | Net capital required (greater of above) | \$ 5,000 | | Excess net capital | \$ 10,380 | | | | | Aggregate Indebtedness | \$ ,95 | | Ratio of aggregated indebtedness to net capital | 0.0:1 | Note: There was no material difference between the net capital computation shown here and the net capital computation shown on the Company's most recently filed Form X-17A-5 report dated December 31, 2025. {15}------------------------------------------------ ## **Andes Capital Group, LLC** ### **Schedule II – Computation for Determination of the Reserve Requirements and** Information Relating to Possession of Control Requirements for Brokers and Dealers Pursuant to SEC Rule 15c3-3 As of December 31, 2025 The Company does not claim an exemption under paragraph (k) of 17 C.F.R §240.15c3-3, and in reliance of Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. §240.15c-3-3 as the Company's business activities are, and will remain, limited to business activities in the private placement of securities and direct subscription-way sale of securities. The company (1) did not directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers, other than money or other consideration received and promptly transmitted in compliance with paragraph (a) or (b)(2) of Rule 15c2-4; (2) did not carry accounts of or for customers; and (3) did not carry PAB accounts (as defined in Rule 15c3-3). Accordingly, there are no items to report under the requirements of this Rule. {16}------------------------------------------------ ![](_page_16_Picture_0.jpeg) ### **Report of Independent Registered Public Accounting Firm** To the Members of Andes Capital Group, LLC We have reviewed management's statements, included in the accompanying Exemption Report of Brokers and Dealers ("Exemption Report") pursuant to SEC Rule 17a-5, in which Andes Capital Group, LLC did not claim an exemption under paragraph (k) of 17 C.F.R. § 240.15c3-3, and is filing its Exemption Report as a Non-Covered Firm relying on Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5 because Andes Capital Group, LLC limits its business activities exclusively to private placement of securities; and direct subscription-way sale of securities and Andes Capital Group, LLC (1) did not directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers, (other than money or other consideration received and promptly transmitted in compliance with paragraph (a) or (b)(2) of Rule 15c2-4; (2) did not carry accounts of or for customers; and (3) did not carry PAB accounts (as defined in Rule 15c3-3) throughout the most recent fiscal year without exception. Andes Capital Group, LLC'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 Andes Capital Group, LLC'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 Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5 related to the Non-Covered Firm Provision. Lincolnshire, IL April 13, 2026 {17}------------------------------------------------ ### **Andes Capital Group, LLC** ### **EXEMPTION REPORT INFORMATION RELATING TO THE POSSESSION OF CONTROL REQUIREMENTS UNDER RULE 15C3-3 OF THE SECURITIES AND EXCHANGE COMMISSION** ### **DECEMBER 31, 2025** Andes Capital Group, LLC ("the Company"), is a registered broker-dealer subject to Rule 17a 5 promulgated by the Securities and Exchange Commission (17 C.F.R. Section 240. 17a -5, "Reports to be made by certain brokers and dealers"). This Exemption Report was prepared as required by 17 C.F.R. Section 240.17a-5(d)(1) and (4). To the best of its knowledge and belief, the Company states the following: - 1) The Company does not claim an exemption under paragraph (k) of 17 C.F.R. § 240. 15c3-3, and - 2) The Company is filing this Exemption Report relying on Footnote 74 of the SEC Release No. 34- 70073 adopting amendments to 17 C.F.R. § 240.17a-5 because the Company limits its business activities exclusively to (1) private placement of securities; and (2) direct subscription-way sale of securities. The Company (1) did not directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers, other than money or other consideration received and promptly transmitted in compliance with paragraph (a) or (b)(2) of Rule 15c2-4; (2) did not carry accounts of or for customers; and (3) did not carry PAB accounts (as defined in Rule 15c3-3) throughout the most recent fiscal year without exception. Andes Capital Group, LLC I, Curtis Spears, swear (or affirm) that, to my best knowledge and belief, this Exemption Report is true and correct. By: Curtis Spears Chief Compliance Officer {18}------------------------------------------------ ![](_page_18_Picture_0.jpeg) ### **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON APPLYING AGREED-UPON PROCEDURES** To the Members of Andes Capital Group, LLC We have performed the procedures included in Rule 17a-5(e)(4) under the Securities Exchange Act of 1934 and in the Securities Investor Protection Corporation (SIPC) Series 600 Rules, which are enumerated below and were agreed to by Andes Capital Group, LLC and the SIPC, solely to assist you and SIPC in evaluating Andes Capital Group, LLC's compliance with the applicable instructions of the General Assessment Reconciliation (Form SIPC-7) for the year ended December 31, 2025. Andes Capital Group, LLC's management is responsible for its Form SIPC-7 and for its compliance with those requirements. This agreed-upon procedures engagement was conducted in accordance with standards established by the Public Company Accounting Oversight Board (United States) and in accordance with attestation standards established by the American Institute of Certified Public Accountants. 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 no differences; 2) Compared the Total Revenue amount reported on the Annual Audited Report Form X-17A-5 Part III for the year ended December 31, 2025 with the Total Revenue amount 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; and 4) Recalculated 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. We were not engaged to, and did not conduct an examination or review, the objective of which would be the expression of an opinion or conclusion, respectively, on Andes Capital Group, LLC's compliance with the applicable instructions of the 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 you. This report is intended solely for the information and use of Andes Capital Group, LLC and the SIPC and is not intended to be and should not be used by anyone other than these specified parties. Lincolnshire, IL April 13, 2026 {19}------------------------------------------------ ### **GENERAL ASSESSMENT FORM** For the fiscal year ended \_\_\_\_\_\_\_\_\_\_ 12/31/2025 | | Determination of "SIPC NET Operating Revenues" and General Assessment for:
MEMBER NAME
SEC No.
ANDES CAPITAL GROUP LLC
8-67202 | | | |---|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------|-------------------------------------| | | 1/1/2025
12/31/2025
For the fiscal period beginning ______________ and ending ____________ | | | | 1 | Total Revenue (FOCUS Report – Statement of Income (Loss) – Code 4030) | | \$ 989,956.00
__________________ | | 2 | Additions: | | | | | a Total
revenues
from
the
securities
business
of
subsidiaries
(except
foreign | | | | | __________________
subsidiaries)
and
predecessors
not
included
above.
b Net
loss
from
principal
transactions
in
securities
in
trading
accounts.
__________________ | | | | | c Net
loss
from
principal
transactions
in
commodities
in
trading
accounts.
__________________ | | | | | __________________
d Interest
and
dividend
expense
deducted
in
determining
item
1. | | | | | e Net
loss
from
management
of
or
participation
in
the
underwriting
or
distribution
of
securities.
__________________ | | | | | f Expenses
other
than
advertising,
printing,
registration
fees
and
legal
fees
deducted in determining net profit management of or participation in
__________________
underwriting or distribution of securities. | | | | | __________________
g Net loss from securities in investment accounts. | | | | | h Add lines 2a through 2g. This is your total additions. | | \$ 0.00
__________________ | | 3 | Add lines 1 and 2h | | \$ 989,956.00
__________________ | | 4 | Deductions: | | | | | a Revenues from the distribution of shares of a registered open end investment
company or unit investment trust, from the sale of variable annuities, from the
business of insurance, from investment advisory services rendered to
registered investment companies or insurance company separate accounts
__________________
and from transactions in security futures products. | | | | | b Revenues from commodity transactions.
__________________ | | | | | c Commissions, floor brokerage and clearance paid to other SIPC members
__________________
in connection with securities transactions. | | | | | __________________
d Reimbursements for postage in connection with proxy solicitations. | | | | | e Net gain from securities in investment accounts.
__________________ | | | | | f 100% commissions and markups earned from transactions in (I) certificates
of deposit and (ii) Treasury bills, bankers acceptances or commercial paper
__________________
that mature nine months or less from issuance date. | | | | | g Direct expenses of printing, advertising, and legal fees incurred in connection
with
other revenue related to the securities business (revenue defined by
__________________
Section 16(9)(L) of the Act). | | | | | __________________
h Other revenue not related either directly or indirectly to the securities business.
Deductions in excess of \$100,000 require documentation | | | | 5 | a Total interest and dividend expense (FOCUS Report - Statement
of Income (Loss) -
Code 4075 plus line 2d above) but
not
Ln excess of total interest and dividend income
__________________ | | | | | b 40% of margin interest earned on customers securities accounts
(40% of FOCUS Report - Statement of Income (Loss)
-
Code 3960)
__________________ | | | | | __________________
c Enter the greater of line 5a or 5b | \$ 0.00 | | | 6 | Add lines 4a through 4h and 5c. This is your total deductions. | | \$ 0.00
__________________ | {20}------------------------------------------------ | SIPC-7
37 REV 0722 | SECURITIES INVESTOR PROTECTION CORPORATION | | | SIPC-7
37 REV 0722 | |-----------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------|-------------------------------------| | | GENERAL ASSESSMENT FORM | | | | | | For the fiscal year ended __________ | 12/31/2025 | | | | 7 | Subtract line 6 from line 3. This is your SIPC Net Operating Revenues. | | | \$ 989,956.00
__________________ | | 8 | Multiply line 7 by .0015. This is your General Assessment. | | | \$ 1,484.00
__________________ | | 9 | Current overpayment/credit balance, if any | | | \$ 0.00
__________________ | | 10 | 2025
General assessment from last filed
_____
SIPC-6 or 6A | | \$ 603.00
__________________ | | | | 2025
11 a Overpayment(s) applied on all _____ SIPC-6 and 6A(s)
b Any other overpayments applied
2025
c All payments applied for _____ SIPC-6 and 6A(s)
d Add lines 11a through 11c | \$ 0.00
__________________
\$ 0.00
__________________
\$ 603.00
__________________ | \$ 603.00
__________________ | | | 12 | LESSER of line 10 or 11d. | | | \$ 603.00
__________________ | | | 13 a Amount from line 8
b Amount from line 9
c Amount from line 12 | | \$ 1,484.00
__________________
\$ 0.00
__________________
\$ 603.00
__________________ | | | | d Subtract lines 13b and 13c from 13a. This is your assessment balance due. | | | \$ 881.00
__________________ | | 14 | 0
Interest (see instructions) for ______ days late at 20% per annum
__________________ | | | | | 15 | Amount you owe SIPC. Add lines 13d and 14. | | | \$ 881.00 | | 16 | Overpayment/credit carried forward (if applicable) | | | \$ 0.00
__________________ | | SEC No.
8-67202 | Designated Examining Authority
DEA: FINRA | FYE
2025 | Month
Dec | | | | MEMBER NAME
ANDES CAPITAL GROUP LLC
MAILING ADDRESS
205 WEST WACKER DR STE 610
CHICAGO, IL 60606 | | | | Subsidiaries (S) and predecessors (P) included in the form (give name and SEC number) UNITED STATES By checking this box, you certify that you have the authority of the SIPC member to sign this form; that all information in this form is true and complete; and that on behalf of the SIPC member, you are authorized, and do hereby consent, to the storage and handling by SIPC of the data in accordance with SIPC's Privacy Policy ✔ | ANDES CAPITAL GROUP LLC | David Ingevaldson | | | |--------------------------------------------------------|---------------------------------|--|--| | ______________________________________________________ | _______________________________ | | | | (Name of SIPC Member) | (Authorized Signatory) | | | | 3/2/2026 | david@bdlcc.com | | | | ______________________________________________________ | _______________________________ | | | | (Date) | (e-mail address) | | | Completion of the "Authorized Signatory" line will be deemed a signature. *This form and the assessment payment are due 60 days after the end of the fiscal year.* Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.