# DEMPSEY LORD SMITH, LLC X-17A-5 (2024-04-01) — Broker-dealer annual report - Company: DEMPSEY LORD SMITH, LLC - Form: X-17A-5 - Filed: 2024-04-01 - Period: 2023-12-31 - Accession: 0001380213-24-000001 - CIK: 1380213 - File #: 8-67469 - Type: Broker-dealer - Material weakness: Yes - Auditor: Rubio CPA, PC - Auditor location: Atlanta, GA - Contact: Jerry Dempsey - Phone: 7062389575 - Email: dempsey@dempsey.com - Website: dempsey.com - Signed by: Jerry E Dempsey, Jr (CEO) Original filing: https://www.sec.gov/Archives/edgar/data/1380213/000138021324000001/dempseylordsmithllc2023.pdf --- {0}------------------------------------------------ | UNITED STATES | |------------------------------------| | SECURITIES AND EXCHANGE COMMISSION | | Washington, D.C. 20549 | ## **ANNUAL REPORTS FORM X-17A-5 PART Ill** | OMU Nurnber 3235-0123 | | |----------------------------|--| | hpir~ Nov 10. 2026 | | | (~t,matcd average llurclcn | | | hours p~r re~pon,e. I: | | ## sec rtL[ NUMBfR 8-67469 FACING PAGE Information Required Pursuant to Rules 17a-5, 17a-12, and lBa-7 under the Securities Exchange Act of 1934 FILING FOR THE PERIOD BEGINNING 0 1/01 /23 A ND ENDING 12/31 /23 MM/ DD/VY A. REGISTRANT IDENTIFICATION MM/DD/VY NAME oF FIRM: Dempsey Lord Smith, LLC TYPE OF REGISTRANT (c heck all applicable boxes): ~Broker-dealer '7 Security-based sw ap de aler n Majo r security- based swap participant - ChC>r k here 1f ,espondent ,., also dn OTC derivauves dealer ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do no t use a P.O. box no.) ## 901 North Broad Street, Suite 400 | | (No and Street) | | |--------|-----------------|------------| | Rome | GA | 30161 | | (City) | (State) | (Z,p Code) | PERSON TO CONTACT W ITH REGARD TO THIS FILING | Jerry E. Dempsey | (706) 238 -
9575 | Jerry .dempsey@dempsey.com | | |------------------|--------------------------------|----------------------------|--| | (Name) | (Area Code - Telephone Number) | (Ema,I Address) | | #### **B. ACCOUNTANT IDENTIFICATION** INDEPENDENT PU BLIC ACCOU NTANT whose reports are co ntained in this fil ing .. ### RUBIO CPA, PC (Name - 1f 1nd1v1dual, state last. first. and middle name) | 3500 Lenox Rd., Suite 1500 Atlanta | | GA | 30326 | |------------------------------------|------------------------------------------------------------------------------------------------------------------|-------------------------|-----------------------------| | (/\dd1 css) | (City) | | (Z p Code) | | 05/05/09 | | 3514 | | | | | | | | | (DIL •_te_o_f_R-eg-1s-t-ra-11-on_,_v,-th_P_C_A_O_B_)(1-f a- p-p-ltc_a_ole_ -) _F_O_R_ O_F_F-IC-IAL U SE_O_ N_L_Y | --
(-PC_A_O_B_'"""'" | °" ,.,moo,, '' "'"'"'"'•l I | • Claim~ for exemption from the rp1uiremen1 that the ann11al reports be covered by the repo1 ts of ,in independent public accountant must be supported by a statement of facts and circumstances relied on as the basis of the exempuon See 17 CFR 240.17a S(e)(l)(1i), 11 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 0MB control number. {1}------------------------------------------------ #### **OATH OR AFFIRMATION** | I, Jerry F Dempsey | | , swear (or affirm) that, to the best of my knowledge and belief, the | | |---------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------|--| | financial report pert aining to t he firm of Dempsey Lore Sm,th LLC | | , as of | | | ~.
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_ | is true and correct. I further swear (or affirm) that neither t he company nor any | | | | as that of a cust omer. | partner, officer, director, or equivalent per~on, as the case may be, has any proprietary interest i any account classified solely | | | ## **This filing .. contains (check all applicable boxes):** - !! (a) Statement of financial condition . - ~ (b) Note~ to consolidated statement of financial condition. - **ii** (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). - **ii** (d) Statement of cash flows. - ~ (e) Statement of changes in stockholders' or partners' or sole proprietor's equity. - ::::J (f) Statement of changes in liabilities subordinated to claims of creditors. - **ii** (g) Notes to consolidated financial statements. - **ii** (h) Computation of net capital under 17 CFR 240.15c3-1 or 17 CFR 240.18a-l , as applicable. - :J (i) Computation of tangible net worth under 17 CFR 240.18a-2. - (j) Computation for determination ot customer reserve requirements pursuant to Exhibit A to 17 CFR 240.15c3-3. - 0 (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. - l.J (m) Information relating to possession or control requirements for customers under 17 CFR 240.15c3-3. - :J (n) Information relating to possession or control requirements for security-based swap customers under 17 CFR 240.1Sc3-3(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-1, or 17 CFR 240.18a-2, as applicable, and the reserve requirements under 17 CFR 240.15c3-3 or 17 CFR 240.18a-4, as applicable, if material differences exist. or a statement that no material differences **exist.** - 0 (p) Summary of financial data for subsidiaries not consolidated in the statement of financial condition. - **ii** (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. - :J (r) Compliance report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - **ii** (s) Exemption report 1n accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable . - .J (t) Independent public accountant's report based on an examination of the statement of financial condition. - **-i** (u) Independent public accountant's report based on an examination of the financial report or financial statements under 17 CFR 240. l 7a-5, 17 CFR 240.18a-7, or 17 CFR 240. l 7a-12, as applicable. - 0 (v) lncependent public accountant's report based on an examination of certain statements in the compliance report under 17 CFR 240.17a-S 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 240.18.i-7. ;is ;ipplic;iblP. - ::::J (x) Supplemental reports on applying agreed-upon procedures, 1n accordance with 17 CFR 240.1Sc3-le or 17 CFR 240.l 7a-12, as applicable. - ::::J (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). ":J (z) Other:----------------------- - - --------------- - - ••ro request confident,ol treotment of certain portions of this filing, sec 17 CFR 240.17a-5(e)/3) or 17 CFR 240.18o-7(d)(2), as app licable. {2}------------------------------------------------ DEMPSEY LORD SMITH, LLC Financial Statements For the Year Ended December 31, 2023 With Report of Independent Registered Public Accounting Firm {3}------------------------------------------------ **RUBIO CPA, PC** CERTIFIED PUBLIC ACCOUNTANTS 3500 Lenox Road NE Suite 1500 Atlanta , GA 30326 770-690-8995 #### **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To the Members of Dempsey Lord Smith, LLC #### Opinion on the Financial Statements We have audited the accompanying statement of financial condition of Dempsey Lord Smith, LLC (the •'Company") as of December 31, 2023, the related statements of operations, 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 the Company as of December 31 , 2023, 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 the Company will continue as a going concern. As discussed in Note F to the financial statements, the Company has numerous pending legal claims for which the outcome cannot be determined that raise substantial doubt about its ability to continue as a going concern. 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 the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and 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 statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement to 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. {4}------------------------------------------------ #### Supplemental Information The information contained in Schedules I, II and Ill has been subjected to audit procedures performed in conjunction with the audit of the Company 's financial statements. The supplemental information is the responsibility of the Company's management. Our audit procedures included determining whether the information in Schedules I, II and IJI 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 accompanying schedules. In forming our opinion on the accompanying schedules, we evaluated whether the supplemental information, including its form and content, is presented in conformity with 17 C.F .R. §240. I 7a-5. In our opinion, the aforementioned supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole. We have served as the Company 's auditor since 2005. April I, 2024 Atlanta, Georgia Rubio CPA, PC {5}------------------------------------------------ #### **DEMPSEY LORD SMITH, LLC STATEMENT OF FINANCIAL CONDITION DECEMBER 31, 2023** #### ASSETS | Cash | \$
1,984,940 | |----------------------------------------|-----------------| | Commissions receivable | ll0,016 | | Due from clearing broker | 271,317 | | Office furniture and equipment, net of | | | accumulated depreciation of \$149,646 | 10,717 | | Deposit with clearing broker | 50,000 | | Prepaid expenses | 90,108 | | Commission advances | 32 985 | | | | | Total Assets | \$ | 2,550,083 | |--------------|----|-----------| |--------------|----|-----------| #### LIABILITIES AND MEMBERS' EQUITY | LIABILITIES | | |---------------------------------------|-----------------| | Accounts payable | \$
103,224 | | Accrued commissions | 1,090,631 | | Other accrued expenses | 847 367 | | Total Liabilities | 2,041,222 | | MEMBERS' EQUITY | 508 861 | | Total Liabilities and Members' Equity | \$
2,550,083 | {6}------------------------------------------------ ### **DEMPSEY LORD SMITH, LLC STATEMENT OF OPERATIONS** For the Year Ended December 31, 2023 | REVENUES | | |------------------------------------|-----------------| | Commissions | \$
7,483,748 | | Mutual fund fees | 1,942,549 | | Advisory | 5,233,900 | | Interest | 27,221 | | Other | 487 000 | | Total revenues | 15,174,418 | | EXPENSES | | | Commissions | 10,
115,551 | | Guaranteed payments to partners | 707,500 | | Employee compensation and benefits | 551,340 | | Clearing and execution charges | 372,456 | | Communications | 17,167 | | Occupancy and equipment | 190,500 | | Other expenses | 4.
169,170 | | Total expenses | 16,123,684 | | NET LOSS | \$
(949,266) | {7}------------------------------------------------ #### **DEMPSEY LORD SMITH, LLC STATEMENT OF CASH FLOWS** For the Year Ended December 31, 2023 \$ (949,266) #### CASH FLOWS FROM OPERATING ACTIVITIES: Net Loss | Adjustments to reconcile net loss to net cash | | |-----------------------------------------------|--------------| | used by operations: | | | Depreciation | 3,000 | | Decrease in commissions receivable | 1,010,654 | | Decrease in due from clearing broker | 22,139 | | Decrease in prepaid expenses | 2,391 | | Decrease in commission advances | 2,015 | | Decrease in accounts payable | (767) | | Decrease in accrued commissions | (502,921) | | Increase in other accrued expenses | 237,480 | | NET CASH USED BY OPERA TING ACTIVITIES | (175,275) | | CASH FLOWS FROM FINANCING ACTIVITIES: | | | Distributions to members | (1,770,000) | | NET CASH USED BY FINANCING ACTIVIIES | (1,770,000) | | CASH FLOWS FROM INVESTING ACTIVITIES: | | | Loan payment from related party | 170 000 | | NET CASH PROVIDED BY INVESTING ACTIVITIES | 170.000 | | NET DECREASE IN CASH | (1,775,275) | | CASH BALANCE: | | | Beginning of year | 3,760,215 | | End of year | \$ 1,984,940 | {8}------------------------------------------------ #### **DEMPSEY LORD SMITH, LLC STATEMENT OF CHANGES IN MEMBERS' EQUITY** For the Year Ended December 31, 2023 | Balance, December 31, 2022 | \$
3,228,127 | |----------------------------|-----------------| | Net Loss | (949,266) | | Distributions to Members | (1,770,000) | | | | Balance, December 31, 2023 \$ 508.861 {9}------------------------------------------------ ### NOTE A-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization and Description of Business: Dempsey Lord Smith, LLC (the "Company"), a Georgia Limited Liability Company organized in April 2006, is a securities broker-dealer registered with the Securities and Exchange Commission ("SEC") and the Financial Industry Regulatory Authority ("FINRA"). As a limited liability company, the members' liability is limited to their investment. The Company operates as a "general securities" and "managing" broker-dealer executing trades for institutional and retail customers. The Company does not carry customer accounts or perform custodial functions relating to customer securities. Customers of the Company are introduced to a carrying broker-dealer (clearance agent) on a fully disclosed basis. The Company's customers are located throughout the United States. Cash: The Company maintains its cash deposits in high credit quality financial institutions. Balances at times may exceed federally insured limits. Office Furniture and Equipment: Office furniture and equipment is recorded at cost. Depreciation is provided by use of straight-line methods over the estimated useful lives of the respective assets. Income Taxes: The Company is taxed as a partnership. Therefore the income or losses of the Company flow through to its members and no income taxes are recorded **in** the accompanying financial statements. The Company has adopted the provisions of FASB Accounting Standards Codification 740-10 ("ASC 740-10"), Accounting for Uncertainty **in** Income Taxes. Under ASC 740-10, the Company is required to evaluate each of its tax positions to determine if they are more likely than not to be sustained if the taxing authority examines the respective position. A tax position includes an entity's status, including its status as a pass-through partnership, and the decision not to file a tax return. The Company has evaluated each of its tax positions and has determined that no provision or liability for income taxes is necessary. Estimates: Management uses estimates and assumptions in preparing financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses. Actual results could vary from the estimates that were assumed in preparing the financial statements. {10}------------------------------------------------ ### NOTE A-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Date of Management's Review - Subsequent events were evaluated through the date the financial statements were issued. Revenue Recognition: Revenue from contracts with customers includes comm1ss1on and concession income and fees from private placements and advisory services. The recognition and measurement of revenue is based on the assessment of individual contract terms. Significant judgement is required to determine whether performance obligations are satisfied at a point in time or over time; how to allocate transaction prices where multiple performance obligations are identified; when to recognize revenue based on the appropriate measure of the Company's progress under the contract; whether revenue should be presented gross or net of certain costs; and whether constraints on variable consideration should be applied due to uncertain future events. The Company buys and sells securities on behalf of customers. Each time a customer enters into a buy or sell transaction, the Company charges a commission. Commissions and related clearing expenses are recorded on the trade date (the date the Company fills the trade order by finding and contracting with a counterparty and confirms the trade with the customer). The Company believes that the performance obligation is satisfied on the trade date because that is when the underlying financial instrument or purchaser is identified, the pricing is agreed upon and the risks and rewards of ownership of the securities have been transferred to/from the customer. Mutual funds or pooled investments vehicles ( collectively, "funds") have entered into agreements with the Company to distribute/sell their shares to investors. The Company may receive distribution fees paid by the funds upfront, over time, upon the investor's exit from the fund (that is, a contingent deferred sales charge), or as a combination thereof. The Company believes its performance obligation is the sale of securities to investors and as such this is fulfilled on the trade date. Any fixed amounts are recognized on the trade date and variable amounts are recognized to the extent it is probable that a significant revenue reversal will not occur once the uncertainty is resolved. For variable amounts, as the uncertainty is dependent on the value of the shares at future points in time as well as the length of time the investor remains in the fund, both of which are highly susceptible to factors outside the Company's influence, the Company does not believe that it can overcome this constraint until the market value of the fund and the investor activities are known, which are usually quarterly or monthly. The Company provides investment advisory services on a daily basis. The Company believes the performance obligation for providing advisory services is satisfied over time because the customer is receiving and consuming benefits as they are provided by the Company. Advisory fee arrangements are based on a percentage applied to the customer's assets under management. Fees are received quarterly or monthly and are recognized as revenue in the period in which performance obligations are satisfied. {11}------------------------------------------------ ### NOTE A-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) The Company recognizes commissions from private placements upon the sale of each interest in an offering as this satisfies the only perfo1mance obligation identified by the Company. Product education classes are hosted by the Company for which the presenters of the classes are assessed fees. The Company recognizes revenue from the receipt of such fees upon the occurrence of the product education classes. Revenues from presenters of product education classes hosted by the Company are reflected as other revenues in the accompanying statement of operations. Commissions Receivable: Commissions receivable are uncollateralized obligations receivable under normal trade terms. The carrying amount of commissions receivable may be reduced by an allowance that reflects management's best estimate of the amounts that will not be collected. Management reviews all commissions receivable balances and based on an assessment of the Company's collection experience, customer credit worthiness, and current economic trends, estimates the portion, if any, of the balance that will not be collected. Management believes that the commissions receivable recorded at December 31, 2023 are fully collectable and are therefore stated without an allowance for credit losses. ### NOTE B-NETCAPITAL The Company, as a registered broker dealer, is subject to the Securities and Exchange Commission Uniform Net Capital Rule (Rule 15c3-l), which requires the maintenance of minimum net capital and requires that the ratio of aggregate indebtedness to net capital, both as defined, shall not exceed 15 to 1. At December 31, 2023, the Company had net capital of\$353,048 which was \$216,966 in excess of its required net capital of \$136,082 and its ratio of aggregate indebtedness to net capital was 5.8 to 1.00. ## NOTE C - OFF BALANCE SHEET RISK In the normal course of business, the Company's customers execute securities transactions through the Company. These activities may expose the Company to off balance sheet risk in the event the customer or other broker is unable to fulfill its contracted obligations and the Company has to purchase or sell the financial instrument underlying the contract at a loss. # NOTE D-CLEARANCE AGREEMENT The Company has an agreement with a clearing broker to execute and clear, on a fully disclosed basis, customer accounts of the Company. In accordance with this agreement, the Company is required to maintain a deposit in cash or securities. The Company's clearing agreement requires {12}------------------------------------------------ # NOTE D-CLEARANCE AGREEMENT (CONTINUED) that a minimum balance of \$50,000 be maintained on deposit with the clearing broker and that minimum net capital of \$150,000 be maintained. The due from its clearing broker at December 31, 2023 consists of commissions receivable and funds held in various accounts. The due from clearing broker is considered fully collectible at December 31, 2023 and no allowance is required. ### NOTE E-LEASES AND RELATED PARTY TRANSACTIONS The Company leases three office premises locations on a month-to-month basis from its members or entities controlled by its members. For the year ended December 31, 2023, rent expense under these related party premises leases was \$187,500. Financial position and results of operations could differ from the amounts in the accompanying financial statements if these related party transactions did not exist. #### NOTE F - GOING CONCERN The Company is subject to litigation and customer claims in the normal course of business. At December 31, 2023, the Company is engaged in defending claims with customers. The Company has accrued \$718,350 for these matters that is included in other accrued expenses in the statement of financial condition. In several of the matters in progress during 2023, the Company was defendant in claims arising from sales of investments in a fund that invested in life insurance policies. The fund has filed for bankruptcy court protection. Investors and regulators allege, among other things, that the fund is a Ponzi scheme. The Company believes that there may be additional claims in the future that cannot be estimated at this time, arising from approximately \$10 million of sales of the fund. The amount of claims that may arise could have a material adverse effect on the Company's financial position. This matter raises substantial doubt as to whether the Company can continue as a going concern. The accompanying financial statements have been prepared on a going concern basis and do not include adjustments that may arise if the Company ceases to be a going concern. #### NOTE G - CONCENTRATIONS During 2023, the Company had one customer that accounted for approximately 12% of total revenues. {13}------------------------------------------------ # NOTE G-CONCENTRATIONS (CONTINUED) Approximately 79% of commissions receivable at December 31, 2023 are due from one customer. {14}------------------------------------------------ #### SUPPLEMENTAL INFORMATION {15}------------------------------------------------ #### **SCHEDULE** I **DEMPSEY LORD SMITH, LLC** #### **COMPUTATION OF NET CAPITAL UNDER RULE 15c3-1 OF THE SECURITIES AND EXCHANGE COMMISSION ACT OF 1934 AS OF DECEMBER 31, 2023** #### NET CAPITAL: | Total members' equity | \$ 508,861 | |-----------------------------------------------------|-------------| | Less non-allowable assets: | | | Commissions receivable, non-allowable, net | (22,003) | | Office furniture and equipment | (10,717) | | Prepaid expenses | (90,108) | | Commission advances | (32,985) | | | (155,813) | | Net capital before haircuts | 353,048 | | Less haircuts | | | Net capital | 353,048 | | Minimum net capital required | 136,082 | | | | | Excess net capital | \$216.966 | | Aggregate indebtedness | \$2,041,222 | | Minimum net capital based on aggregate indebtedness | \$ 136,082 | | Ratio of aggregate indebtedness to net capital | 5.8to 1.00 | #### RECONCILIATION WITH COMPANY'S COMPUTATION OF NET CAPITAL INCLUDED IN PART IIA OF FORM X-17 A-5 AS OF DECEMBER 31, 2023 There is no significant difference between net capital as reported in Part IIA of Form X-17a-5, as amended, and net capital as reported above. {16}------------------------------------------------ ### **DEMPSEY LORD SMITH, LLC** #### SCHEDULE II COMPUTATION FOR DETERMINATION OF RESERVE REQUIREMENTS UNDER RULE 15c3-3 OF THE SECURITIES AND EXCHANGE COMMISSION AS OF DECEMBER 31, 2023 The Company is exempt from the provisions of Rule 15c3-3 under the Securities Exchange Act of 1934, pursuant to paragraph (k)(2)(ii) of the rule. With respect to the Computation for Determination of Reserve Requirements under Rule 15c3-3, the Company also does not claim an exemption from Rule 15c3-3 pertaining to certain other business activities that the Company performs in reliance upon Footnote 74 of the SEC Release No. 34-70073. The Company does not hold customer funds or securities. #### SCHEDULE III #### INFORMATION RELATING TO THE POSSESSION OR CONTROL REQUIREMENTS UNDER RULE 15c3-3 OF THE SECURITIES AND EXCHANGE COMMISSION AS OF DECEMBER 31, 2023 The Company is exempt from the provisions of Rule 15c3-3 under the Securities Exchange Act of 1934, pursuant to paragraph (k)(2)(ii) of the rule. With respect to the Information Relating to the Possession or Control Requirements under Rule 15c3-3, the Company also does not claim an exemption from Rule 15c3-3 pertaining to certain other business activities that the Company performs in reliance upon Footnote 74 of the SEC Release No. 34-70073. The Company does not hold customer funds or securities. {17}------------------------------------------------ ## **RUBIO CPA, PC** CERTIFIED PUBLIC ACCOUNTANTS 3500 Lenox Road NE Suite 1500 Atlanta, GA 30326 770-690-8995 #### **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To the Members of Dempsey Lord Smith, LLC We have reviewed management's statements included in the accompanying Broker Dealers Annual Exemption Report in which (I) Dempsey Lord Smith, LLC identified the following provisions of 17 C.F.R. § l 5c3-3(k) under which Dempsey Lord Smith, LLC claimed an exemption from 17 C.F.R. § 240. l 5c3-3: (k)(2)(ii) (the "exemption provisions"); and, (2) Dempsey Lord Smith, LLC stated that Dempsey Lord Smith, LLC met the identified exemption provisions throughout the most recent fiscal year without exception. Dempsey Lord Smith. LLC's management is responsible for compliance with the exemption provisions and its statements. Dempsey Lord Smith, LLC also filed 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 Dempsey Lord Smith, LLC limits its other business activities to effecting securities transactions via subscriptions on a subscription way where the funds are payable to the issuer or its agent and not to Dempsey Lord Smith, LLC and Dempsey Lord Smith, LLC (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 Rule 15c2-4 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 Dempsey Lord Smith, LLC); (2) did not carry accounts of or for customers; and (3) did not can·y PAB accounts (as defined in Rule l 5c3-3) throughout the most recent fiscal year without exception. 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 Dempsey Lord Smith, 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 paragraph (k)(2)(ii), of Rule l 5c3-3 under the Securities Exchange Act of 1934 as well as in Footnote 74 of SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240. l 7a-5. April 1, 2024 Atlanta, GA Rubio CPA, PC {18}------------------------------------------------ ![](_page_18_Picture_0.jpeg) #### **DEMPSEY LORD SMITH, LLC'S EXEMPTION REPORT** Dempsey Lord Smith, LLC (the "Company") is a registered broker-dealer subject to Rule l 7a-5 promulgated by the Securities and Exchange Commission ( 17 C.F.R §240. l 7a-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)(l) and (4). To the best of its knowledge and belief, the Company states the following: 1. The Company claimed an exemption from the provisions of Rule 15c3-3 under the Securities and Exchange Act of 1934, pursuant to paragraph (k)(2)(ii) of the Rule. 2. The Company met the identified exemption provisions throughout the most recent fiscal year ended December 3 1, 2023, without exception. 3. The Company is also filing this Exemption Report because the Company's other business acti vities contemplated by Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. §240. l 7a-5 are limited 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 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 paragraphs (a) or (b )(2) of Rul e I 5c2-4 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 L5c3-3) throughout the most recent fisca l year ended December 3 1, 2023, without Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.