# STATESMAN CORPORATE FINANCE, LLC X-17A-5 (2025-03-03) — Broker-dealer annual report - Company: STATESMAN CORPORATE FINANCE, LLC - Form: X-17A-5 - Filed: 2025-03-03 - Period: 2024-12-31 - Accession: 0001378608-25-000002 - CIK: 1378608 - File #: 8-67454 - Type: Broker-dealer - Material weakness: No - Auditor: Moss Adams LLP - Auditor location: Dallas, TX - Contact: Scott Actkinson - Phone: 713-595-1341 - Email: sactkinson@statesmanbiz.com - Website: statesmanbiz.com - Signed by: Scott Actkinson (Chief Compliance Officer) Original filing: https://www.sec.gov/Archives/edgar/data/1378608/000137860825000002/stmn2024auditshort1.pdf --- {0}------------------------------------------------ #### **Statesman Corporate Finance, LLC** Statement of Financial Condition For the Year Ended December 31, 2024 This report is filed in accordance with Rule 17a-5(e)(3) under the Securities Exchange Act of 1934 as a Public Document {1}------------------------------------------------ ### OMB APPROVAL **UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549** OMB Number: 3235-0123 Expires: Nov. 30, 2026 Estimated average burden hours per response: 12 # **ANNUAL REPORTS FORM X-17A-5 PART III** SEC FILE NUMBER | Information Required Pursuant to Rules 17a-5, | FACING PAGE
17a-12, | and 18a-7 under the Securities Exchange Act of 1934 | | | | |------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------|-----------------------------------------------------|-----------------------------|--|--| | 01/01/2024
12/31/2024 | | | | | | | FILING FOR THE PERIOD BEGINNING | MM/DD/YY | AND ENDING | MM/DD/YY | | | | | A.
REGISTRANT IDENTIFICATION | | | | | | Statesman
NAME OF
FIRM: | Corporate
Finance, | LLC | | | | | TYPE OF REGISTRANT (check all applicable
0
Broker-dealer
Check here if respondent is also an OTC derivatives dealer | boxes):
Major
Security-based
swap dealer | security-based | swap participant | | | | ADDRESS OF PRINCIPAL PLACE OF BUSINESS: | use a P.O.
(Do not
box | no.) | | | | | 1900
Loop
West | South,
Suite
850 | | | | | | | (No. and Street) | | | | | | Houston | Texas | | 77027 | | | | (City) | (State) | | (Zip Code) | | | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | | | Scott
Actkinson | (713)
595-1341 | | sactkinson@statesmanbiz.com | | | | (Name) | (Area Code -Telephone
Number) | (Email Address) | | | | | | B.
ACCOUNTANT IDENTIFICATION | | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose
Moss
Adams
LLP | reports
are
contained | in
filing*
this | | | | | | (Name -if
individual,
state last,first, | and middle name) | | | | | 14555
Dallas
Parkway, | Dallas
Suite
300 | Texas | 75245 | | | | (Address) | (City) | (State) | (Zip Code) | | | | 10/16/2003 | | 659 | | | | | (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 be covered by the reports of an independent public accountant must be supported by a statement of facts and circumstances relied on as the basis of the exemption. See 17 CFR 240.17a-5(e)(l)(ii),if applicable. **Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.** {2}------------------------------------------------ #### **OATH OR AFFIRMATION** | I, | Scott Actkinson | |----|-----------------| | | | ,swear (or affirm) that, to the best of my knowledge and belief, the , as of financial report pertaining to the firm of statesman Corporate Finance, LLC 12/31 9 024 ,is true and correct. Ifurther swear (or affirm) that neither the company nor any partner, officer, director,or equivalent person, as the case may be, has any proprietary interest in any account classified solely qsthatpf^a customer. **Leigh Ghiseili My Commission Expires** 2**/**7/2026 **Notary ID** 6794655 Signature Title: Chief Compliance Officer Notary Public #### **This filing\*\* contains (check all applicable boxes):** - **B** (a) Statement of financial condition. - **B** (b) Notes to consolidated statement of financial condition. - (c) Statement of income (loss) or,if there is other comprehensive income in the period(s) presented, a statement of comprehensive income (as defined in § 210.1-02 of Regulation S-X). - (d) Statement of cash flows. - (e) Statement of changes in stockholders' or partners' or sole proprietor's equity. - (f) Statement of changes in liabilities subordinated to claims of creditors. - (g) Notes to consolidated financial statements. - (h) Computation of net capital under 17 CFR 240.15c3-lor 17 CFR 240.18a-l, as applicable. - (i) Computation of tangible net worth under 17 CFR 240.18a-2. - (j) Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.15c3-3. - (k) Computation for determination of security-based swap reserve requirements pursuant to Exhibit B to 17 CFR 240.15c3-3 or Exhibit A to 17 CFR 240.18a-4, as applicable. - (I) Computation for Determination of PAB Requirements under Exhibit A to § 240.15c3-3. - (m) Information relating to possession or control requirements for customers under 17 CFR 240.15c3-3. - (n) Information relating to possession or control requirements for security-based swap customers under 17 CFR 240.15c3-3(p)(2) or 17 CFR 240.18a-4, as applicable. - (o) Reconciliations,including appropriate explanations, of the FOCUS Report with computation of net capital or tangible net worth under 17 CFR 240.15c3-l, 17 CFR 240.18a-l, or 17 CFR 240.18a-2, as applicable, and the reserve requirements under 17 CFR 240.15c3-3 or 17 CFR 240.18a-4, as applicable,if material differences exist, or a statement that no material differences exist. - (p) Summary of financial data for subsidiaries not consolidated in the statement of financial condition. - **B** (q) Oath or affirmation in accordance with 17 CFR 240.17a-5, 17 CFR 240.17a-12, or 17 CFR 240.18a-7, as applicable. - (r) Compliance report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - (s) Exemption report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - **B** (t) Independent public accountant's report based on an examination of the statement of financial condition. - (u) Independent public accountant's report based on an examination of the financial report or financial statements under 17 CFR 240.17a-5, 17 CFR 240.18a-7, or 17 CFR 240.17a-12, as applicable. - (v) Independent public accountant's report based on an examination of certain statements in the compliance report under 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - (w) Independent public accountant's report based on a review of the exemption report under 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - (x) Supplemental reports on applying agreed-upon procedures,in accordance with 17 CFR 240.15c3-le or 17 CFR 240.17a-12, as applicable. - (y) Report describing any material inadequacies found to exist or found to have existed since the date of the previous audit, or a statement that no material inadequacies exist, under 17 CFR 240.17a-12(k). - (z) Other: *\*\*To request confidential treatment of certain portions of this filing, see 17 CFR 240.17a-5(e)(3) or 17 CFR 240.18a-7(d)(2), as applicable.* {3}------------------------------------------------ ![](_page_3_Picture_0.jpeg) # **Report of Independent Registered PublicAccounting Firm** To the Members of Statesman Corporate Finance, LLC # *Opinion on the Financial Statement* We have audited the accompanying statement of financial condition of Statesman Corporate Finance, LLC (the "Company") as of December 31, 2024 that is filed pursuant to Rule 17a~5 under the Securities Exchange Act of 1934, and the related notes (the "financial statement").In our opinion, the financial statement presents fairly, in all material respects, the financial position of the Company as of December 31, 2024, in conformity with accounting principles generally accepted in the United States of America. #### *Basisfor Opinion* This financial statement is the responsibility of the Company's management. Our responsibility is to express an opinion on the Company'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 the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our 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 to 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. Dallas, Texas February 27, 2025 We have served as the Company's auditor since 2016. {4}------------------------------------------------ # STATESMAN CORPORATE FINANCE, LLC Statement of Financial Condition December 31, 2024 #### **ASSETS** | Cash and cash equivalents | \$
1,285,879 | |---------------------------|-----------------| | Prepaid expenses | 2,578 | | | \$
1.288.457 | #### **LIABILITIES AND MEMBERS' EQUITY** | Liabilities | | |--------------------------|-----------------| | Accounts Payable | \$
2,400 | | Related Party Payable | 70,317 | | State income tax payable | 39,483 | | | 112,200 | | Members' equity | 1,176,257 | | | \$
1.288.457 | The accompanying notes are an integral part of this financial statement. {5}------------------------------------------------ # STATESMAN CORPORATE FINANCE. LLC Notes to Financial Statement December 31, 2024 # Note 1 - Organization Statesman Corporate Finance, LLC, (the "Company") operates as a broker-dealer in securities registered with the Securities and Exchange Commission ("SEC"). The Company provides merger and acquisition, capital sourcing, and other general corporate finance advisory services for businesses. The Company operates as a Texas Limited Liability Company ("LLC"). Its members have limited personal liability for the obligations or debts of the entity. The Company was incorporated on December 29, 2001 and became effective with the Financial Industry Regulatory Authority ("FINRA") in January 2007. The Company's customers are located primarily in the United States. # Note 2 - Summary of Significant Accounting Policies #### *Use of Estimates* The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. #### *Cash and Cash Equivalents* For purposes of reporting cash flows, cash and cash equivalents include interest bearing accounts and certificates of deposit purchased with an original maturity of three months or less. #### *Revenue Recognition* Revenue from contracts with customers includes success fees and consulting fees from investment banking services. The recognition and measurement of revenue is based on the assessment of individual contract terms. Success fees are generally recognized at the point in time that the performance obligation under the arrangement is completed (the closing date of the transaction) or the contract is cancelled, as the amount of revenue is constrained until that time due to factors outside the Company's control, including deal size and terms. However, for certain contracts, revenue is recognized over time for ongoing consulting arrangements in which the performance obligations are simultaneously provided by the Company and consumed by the customer. In some circumstances, significant judgment is needed to determine the timing and measure of progress appropriate for revenue recognition under a specific contract. Retainers and other fees received from customers prior to recognizing revenue are reflected as contract liabilities. At December 31, 2023, there were no contract liabilities. As of January 1, 2024, the Company had receivables related to revenues from contracts with customers in the amount of \$0. The economic conditions which effect the Company's operations are related to overall trends in the economy and its impact on M&A activity. The Company estimates expected credit losses over the life of its financial assets as of the reporting date based on relevant information about past events, current conditions, and reasonable and supportable forecasts. The Company records the estimate of expected credit losses as an allowance for credit losses. The allowance for credit losses is reported as a valuation account on the balance sheet that is deducted from the asset's amortized cost basis. Changes in the allowance for credit losses are reported in other expenses. The Company has recorded an allowance for credit losses of \$0 as of December 31, 2024. {6}------------------------------------------------ #### *Income Taxes* The Company's net income will be taxed at the member level rather than at the corporate level for federal income tax purposes. Any potential interest and penalty associated with a tax contingency, should one arise, would be included as a component of income tax expense in the period in which the assessment arises. The Company's federal and state income tax returns are subject to examination over various statutes of limitations generally ranging from three to five years. #### Note 3 - Regulatory Requirements Pursuant to the net capital provisions of Rule 15c3-1 of the Securities and Exchange Act of 1934, the Company is required to maintain a minimum net capital, as defined under such provisions. Net capital and the related net capital ratio may fluctuate on a daily basis. At December 31, 2024, the Company had net capital of approximately \$1,173,679 and net capital requirements of \$7,480. The Company's ratio of aggregate indebtedness to net capital was .096 to 1. The Securities and Exchange Commission permits a ratio of no greater than 15 to 1. Capital distributions to the members can be made under a capital distribution policy approved by the Company's members. Periodic distributions approved by the members are made in order to enable the members to pay federal income taxes on Company profits, among other purposes. The Company operates as a non-covered firm consistent with Footnote 74 of SEC Release No. 34-70073 and associated SEC Staff Guidance, and accordingly limits its business activities to effecting securities transactions via subscriptions on a subscription way basis where the funds are payable to the issuer or its agent and not to the Company, and receiving transaction-based compensation for identifying potential merger and acquisition opportunities for clients. The Company (1) does not directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers; (2) does not carry accounts of or for customers; and (3) does not carry proprietary accounts of broker-dealers (as defined in Rule 15c3-3). Therefore, the Company has no obligation under Rule 15c3-3 for these business activities. ### Note 4 - Concentration Risk The Company may at various times during the year have cash balances in excess of federally insured limits. ### Note 5 - Related Party Transactions/Economic Dependency The Company and various entities are under common control and the existence of that control creates operating results and financial position significantly different than if the companies were autonomous. # Note 6 - Commitments, Contingencies and Guarantees During the normal course of its operations, the Company may incur additional liabilities due to existing conditions, situations, legal claims, regulatory matters, or circumstances involving uncertainty as to possible loss to the Company that will ultimately be resolved when one or more future events occur or fail to occur. The Company does not have any commitments, contingencies and guarantees to report as of the fiscal year ended December 31, 2024 or the audit opinion date. {7}------------------------------------------------ # Note 7 - 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 merger and acquisition advisory services, capital sourcing, and other general corporate financial advisory services. The Company has identified its President/Chief Executive Officer 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 2), 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 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 measure the profit and loss of the segment are the same as those described in the summary of significant accounting policies. The measure of segment assets is reported on the statement of financial condition as total assets. ### Note 7 - Subsequent Event The Company has reviewed events that occurred after December 31, 2024 through February 27, 2025, the date the financial statements were available to be issued. During this period, no subsequent events occurred that require recognition or disclosure in the financial statements. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.