# BCW SECURITIES LLC X-17A-5 (2026-02-18) — Broker-dealer annual report - Company: BCW SECURITIES LLC - Form: X-17A-5 - Filed: 2026-02-18 - Period: 2025-12-31 - Accession: 0001409152-26-000004 - CIK: 1409152 - File #: 8-67685 - Type: Broker-dealer - Material weakness: No - Auditor: DCPA - Auditor location: Century City, CA - Contact: Joseph Vigliarolo - Phone: 805-432-0320 - Email: mbernegger@rmginvestments.com - Website: rmginvestments.com - Signed by: Mark A. Bernegger (CCO/CEO) Original filing: https://www.sec.gov/Archives/edgar/data/1409152/000140915226000004/2025BCWSecuritiesLLCShort.pdf --- {0}------------------------------------------------ #### **BCW SECURTIES LLC** #### **ANNUAL REPORT** **The Securities Exchange Act of 1934 This report is filed in accordance with rule 17a-5(e)(3) Under the Securities Exchange Act of 1934 as a PUBLIC document.** **SEC File No. 8-67685** **FOR THE YEAR ENDED DECEMBER 31, 2025** {1}------------------------------------------------ **UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549** 0MB IIPPROVAI 0MB Number: 3235-0123 Expires: Nov. 30, 2026 Estimated average burden hours per response: 12 > SEC FILE NUMBER 8-67685 # **ANNUAL REPORTS FORM X-17A-5 PART** Ill **FACING PAGE** **Information Required Pursuant to Rules 17a-5, 17a-12, and 18a-7 under the Securities Exchange Act of 1934** | FILING FOR THE PERIOD BEGINNING 01/01/25 | | AND ENDING 1 2/31 /25 | | | | |-----------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------|-----------------------|-----------------------------------------|--|--| | | MM/00/YY | | MM/00/YY | | | | A. REGISTRANT IDENTIFICATION | | | | | | | NAME OF FIRM: BCW SECURITIES LLC | | | | | | | TYPE OF REGISTRANT (check all applicable boxes):
[!] Broker-dealer
□ Security-based swap dealer
D Check here if respondent is also an OTC derivatives dealer | | | D Major security-based swap participant | | | | ADDRESS OF PRINCIPAL PLACE OF BUSINESS: {Do not use a P.O. box no.) | | | | | | | 55 POST ROAD WEST, SUITE 200 | | | | | | | | (No. and Street) | | | | | | WESTPORT, | | CT | 06880 | | | | (City) | (State) | (Zip Code) | |----------------------------------------------|---------|------------| | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | | | | Mark A. Bernegger | 203-983-3350 | mbernegger@rmginvestments.com | | |-------------------|-------------------------------|-------------------------------|--| | (Name) | (Area Code -Telephone Number) | (Email Address) | | #### **B. ACCOUNTANT IDENTIFICATION** INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing\* # DCPA | | (Name - if individual, state last, first, and middle name) | | | |--------------------------------------------------|------------------------------------------------------------|--------------------------------------------|------------| | 2121 Avenue of the Stars #800 Century City | | California 90067 | | | (Address) | (City) | (State) | (Zip Code) | | 9/15/2020 | | 6567 | | | (Date of Registration with PCAOB)(if applicable) | | (PCAOB Registration Number, if applicable) | | | | FOR OFFICIAL USE ONLY | | | | | | | | | | | | | accountant must be supported by a statement of facts and circumstances relied on as the basis of the exemption. See 17 CFR 240.17a-S(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 0MB control number. {2}------------------------------------------------ #### **OATH OR AFFIRMATION** I, Mark **A.** Bemegger swear (or affirm) that, to the best of my knowledge and belief, the financial report pertaining to the firm of sew SECURITIES LLC as of **12/31** 2~ is true and correct. I further 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 as that of a customer. ritie: lL-D / *C\z* cJ Notary Public **This filing\*\* contains (check all applicable boxes):** - iii (a) Statement of financial condition. - iii (b) Notes to consolidated statement offinancial 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. - □ (fl Statement of changes in liabilities subordinated to claims of creditors. - □ (g) Notes to consolidated financial statements. - □ (h) Computation of net capital under 17 CFR 240.15c3-1 or 17 CFR 240.18a-1, as applicable. - D (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. - D (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. - D (I) Computation for Determination of PAB Requirements under Exhibit A to§ 240.15c3-3. - D (m} Information relating to possession or control requirements for customers under 17 CFR 240.15c3-3. - D (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. - D (o) Reconciliations, including appropriate explanations, of the FOCUS Report with computation of net capital or tangible net worth under 17 CFR 240.15c3-1, 17 CFR 240.18a-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. - D (p) Summary of financial data for subsidiaries not consolidated in the statement of financial condition. - ~ (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. - D (r) Compliance report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - D (s) Exemption report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - Iii (t) Independent public accountant's report based on an examination of the statement of financial condition. - D (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. - D (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. - D (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. - D (x} Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.15c3-1e 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). D(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}------------------------------------------------ ## **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** DCPA ""' ( To Those Charged with Governance and the Member of BCW Securities LLC: #### **Opinion on the Financial Statement** We have audited the accompanying statement of financial condition of BCW Securities LLC (the "Company") as of December 31, 2025, and the related notes (collectively referred to as the "financial statement"). In our opinion, the statement of financial condition presents fairly, in all material respects, the financial position of the Company as of December 31, 2025 in conformity with accounting principles generally accepted in the United States of America. #### **Basis for Opinion** This financial statement is the responsibility of 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 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. **DCPA** DCPA We have served as the Company's auditor since 2024. Century City, California February 17, 2026 {4}------------------------------------------------ # **BCW SECURITIES LLC STATEMENT OF FINANCIAL CONDITION DECEMBER 31, 2025** ## **ASSETS** | TOTAL LIABILITIES AND MEMBER'S EQUITY | \$
676,490 | |------------------------------------------------------|---------------| | Total member's equity | 294,795 | | Member's equity | 294,795 | | Member's equity | | | Total liabilities | 381,695 | | Commission and finder fees payable | 348,730 | | Liabilities
Accounts payable and accrued expenses | \$
32,965 | | LIABILITIES AND MEMBER'S EQUITY | | | TOTAL ASSETS | \$
676,490 | | Prepaid expenses and other assets | 28,784 | | Accounts receivable | 350,366 | | Cash | \$
297,340 | {5}------------------------------------------------ # **1) NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNT ING POLICIES** ### *Nature of Operations* BCW Securities LLC (the "Company") is a broker-dealer registered with the Securities and Exchange Commission ("SEC") and became a member of the Financial Industry Regulatory Authority ("FINRA") on February 5, 2008. The Company was organized on May 24, 2007 in the State of Delaware and engages in the private placement of securities and corporate finance consulting to institutional investors. The Company's office is located in Connecticut and its sole member is Riverside Management Group, LLC ("Management"). ### *Basis of Accounting* Revenues and expenses are recorded on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States. ### *Accounts Receivable* Revenues due but not yet received that are expected to be collected within one year are recorded as accounts receivable at net realizable value. If amounts become uncollectible, they will be charged to operations when that determination is made. ## *Revenue Recognition* The Company follows the guidance of ASC Topic 606, *Revenue from Contracts with Customers* ("ASC Topic 606") which 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 guidance requires an entity to follow a five-step model to (a) identify the contract(s) with a customer, (b) identify the performance obligations in the contract, (c) determine the transaction price, (d) allocate the transaction price to the performance obligations in the contract, and (e)recognize revenue when (or as) the entity satisfies a performance obligation. Investment banking success 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 a transaction when all performance obligations have been satisfied and collection is assured. For the year ending December 31, 2025, the Company recorded success fees of \$1,736,854. The Company receives retainers which are paid without a corresponding success fee. In these instances, revenue is recognized over time when the performance obligations are simultaneously provided by the Company and delivered to and consumed by the customer. For the year ending December 31, 2025, the Company did not earn any retainer income and had an accounts receivable balance of \$350,366 of which \$348,730 is accrued as a finder fee payable. {6}------------------------------------------------ # **1) NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNT ING POLICIES (Continued)** ## *Revenue Recognition (continued)* For EB-5 Placement fees the Company works on behalf of a fund to find potential investors for programs such as the U.S. Citizenship and Immigration Services (USCIS) EB5 Immigrant Investor Program (EB5) or a private equity structure. Once investors are accepted the Company has met its performance obligations to both types of clients and fees are earned at this point in time. The fees that the Company receives for EB5 program investors are based on a percentage of the administrative fee paid by the investor to USCIS and are billed and recognized when USCIS receives the deposit. In addition, if an EB5 investor makes additional investments in a qualified investment the Company receives annual interest on the additional funds. Fees for private equity structures, whose life cycles generally range from 7 to 10 years, are received upon liquidation when the investors' principal is returned and profits realized. For the year ending December 31, 2025, the Company recorded EB-5 Placement fees of \$6,575,900 of which \$5,472,900 was paid as finders fees. Deferred revenues are reported when monies are received by the Company for services not yet provided. Revenue is recognized, and the deferred revenue liability eliminated, when the services have been rendered and the performance obligations are deemed satisfied. There were no open contracts that would result in the recognition deferred revenue as of December 31, 2025. #### *Income Taxes* The Company is a single member LLC and is treated as a disregarded entity for income tax purposes. The operating results of the Company are included in the tax return of Management and passed through to its member. Therefore, no provision or liability for federal or state income taxes has been included in the financial statements. As of December 31, 2025, the member's tax years for 2024, 2023 and 2022 are subject to examination by the tax authorities. The Company has evaluated its current tax positions and has concluded that as of December 31, 2025, the Company does not have any significant uncertain tax positions for which a reserve would be necessary. ## *Use of Estimates* The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclose 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. ## *Date of Management's Review* The Company has evaluated events and transactions after the date of the Statement of Financial Condition through the date the financial statements were available for issuance. There have been no such events that require recording or disclosure in the financial statements. {7}------------------------------------------------ ## **2) ALLOWANCE FOR CREDIT LOSSES** In June 2016 FASB issued guidance (FASB ASC 326) which significantly changed how entities will measure credit losses for most financial assets and certain other instruments that aren't measured at fair value through net income. The most significant change in this standard is a shift from the incurred loss model to the expected loss model. Under the standard, disclosures are required to provide users of the financial statements with useful information in analyzing an entity's exposure to credit risk and the measurement of credit losses. Financial assets held by the Company that are subject to the guidance in FASB ASC 326 were trade accounts. The Company adopted the standard effective January 1, 2023. The adoption did not have a material impact to the financial statements. ## **3) LEASE** The Company has a short-term lease which is not subject to ASC 842. # **4) RELATED PARTY TRANSACTIONS** As of December 31, 2025, there was \$3,058 in accounts payable for insurance paid by and owed to Management. ## **5) CONCENTRATIONS OF RISK** The Company maintains its cash balances at a major financial institution. The balances are fully insured by the Federal Deposit Insurance Corporation ("FDIC") up to \$250,000. The Company engages in various private placement services. In the event customers do not fulfill their obligations, the Company may be exposed to risk. The risk of default depends on the creditworthiness of the customers. It is the Company's policy to review, as necessary, the credit standing of each customer. As the Company's revenue is derived from private placement transactions, revenue concentration is not uncommon. In 2025, approximately 69.2% of the Company's revenue was derived from two clients. Further, in the normal course of business, the Company engages in business relationships with new clients. As private placement transactions are typically event driven (ex., acquisition), the firm's largest clients (measured by Company revenue) will change each year. # **6) INDEMNIFICATIONS** In the normal course of business, the Company indemnifies and guarantees certain service providers, such as trustees and administrators, against specified potential losses in connection with their acting as an agent of, or providing services to, the Company or its affiliates. The Company also indemnifies some clients against potential losses incurred in the event specified third-party {8}------------------------------------------------ ## **6) INDEMNIFICATIONS (Continued)** service providers, including sub-custodians and third-party brokers, improperly executed transactions. The maximum potential amount of future payments that the Company could be required to make under these indemnifications cannot be estimated. However, the Company believes that it is unlikely it will have to make material payments under these arrangements and has not recorded any contingent liability in the financial statements for these indemnifications. The Company provides representations and warranties to counterparties in connection with a variety of commercial transactions and occasionally indemnifies them against potential losses caused by the breach of those representations and warranties. The Company may also provide standard indemnifications to some counterparties to protect them in the event additional taxes are owed or payments are withheld, due either to a change in or adverse application of certain tax laws. These indemnifications generally are standard contractual terms and are entered into in the normal course of business. The maximum potential amount of future payments that the Company could be required to make under these indemnifications cannot be estimated. However, the Company believes that it is unlikely it will have to make material payments under these arrangements and has not recorded any contingent liability in the financial statements for these indemnifications. ## **7) NET CAPITAL REQUIREMENTS** The Company is subject to the Uniform Net Capital Rule (SEA 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, 2025, the Company had net capital of \$264,375 which is \$238,929 in excess of required net capital of \$5,000. The Company's aggregate indebtedness to net capital ratio at December 31, 2025 is 1.44 to 1. # **8) COMMITMENTS, GUARANTEES 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. ## **9) RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS** The Financial Accounting Standards Board (the "FASB") has established the Accounting Standards Codification ("Codification" or "ASC") as the authoritative source of generally accepted accounting principles ("GAAP") recognized by the FASB. The principles embodied in the Codification are to be applied by nongovernmental entities in the preparation of financial statements in accordance with GAAP in the United States. New accounting pronouncements are incorporated into the ASC through the issuance of Accounting Standards Updates ("ASU's"). For the year ending December 31, 2025, there were no ASU's issued by the FASB that had a material impact on the Company's financial statements for the year then ended. {9}------------------------------------------------ ## **10) SEGMENT REPORTING** The Company follows Accounting Standards Update 2023-07 - Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07"), which expands reportable segment information by requiring companies to disclose, on an annual and interim basis, significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker ("CODM") and included within each reported measure of a segment's profit or loss. ASU 2023-07 also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM makes decisions about allocating resources to segments and evaluating performance. The Company conducts its business activities and reports financial results as a single reportable brokerage services segment. The CODM title and position is the CEO who makes decisions about allocating resources and assesses performance in a manner consistent with the way the Company operates its business and presents their financial results. The nature of business and accounting policies of the brokerage services segment are the same as described in the description of business and summary of significant accounting policies notes. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.