# STRATEGIC MARKETING SOLUTIONS LTD., LLC X-17A-5 (2026-01-26) — Broker-dealer annual report - Company: STRATEGIC MARKETING SOLUTIONS LTD., LLC - Form: X-17A-5 - Filed: 2026-01-26 - Period: 2025-12-31 - Accession: 0001415872-26-000001 - CIK: 1415872 - File #: 8-67741 - Type: Broker-dealer - Material weakness: No - Auditor: Cropper Accountancy Corporations - Auditor location: Walnut Creek, CA - Contact: Elizabeth Collins - Phone: 415-246-9169 - Email: pterheun@sms-mv.com - Website: sms-mv.com - Signed by: Patricia Totten Ter Heun (Managing Member) Original filing: https://www.sec.gov/Archives/edgar/data/1415872/000141587226000001/sms2025audit.pdf --- {0}------------------------------------------------ Annual Audit Report December 31, 2025 {1}------------------------------------------------ ### **UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549** 0MB APPROVAL 0MB Number: 3235-0123 Expires: Nov. 30, 2026 Estimated average burden hours per response: 12 ## **ANNUAL REPORTS FORM X-17A-5 PART Ill** SEC FILE NUMBER 8-67741 **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 | __
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1_2_/_3_1/_2_5 | | |---------------------------------|-----------------------------|------------|-----------------------------|--| | | MM/DD/VY | | MM/DD/VY | | **A. REGISTRANT IDENTIFICATION** ## NAME oF FIRM: Strategic Marketing Solutions Ltd., LLC TYPE OF REGISTRANT (check all applicable boxes): ~ Broker-dealer D Security-based swap dealer D Major security-based swap participant □ Check here if respondent is also an OTC derivatives dealer | | ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) | |--|---------------------------------------------------------------------| |--|---------------------------------------------------------------------| | 2302B Bridgeway | | | | |------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------|---------------------|------------| | | (No. and Street) | | | | Sausalito | California | | 94965 | | (City) | (State) | | (Zip Code) | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | Patricia Totten Ter Heun | (415) 389-8908 | pterheun@sms-mv.com | | | (Name) | (Area Code -Telephone Number) | (Email Address) | | | | B. ACCOUNTANT IDENTIFICATION | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing*
Cropper Accountancy Corporation | (Name - if individual, state last, first, and middle name) | | | | 2700 Ygnacio Valley Blvd, Suite 270 | Walnut Creek | California | 94598 | | (Address) | (City) | (State) | (Zip Code) | | March 4, 2009 | | 3381 | | | | | | | | | 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-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, Patricia Totten Ter Heun | . swear (or affirm) that, to the best of my knowledge and belief, the | | |------------------------------------------------------------------------------|-----------------------------------------------------------------------|---------| | financial report pertaining to the firm of Strategic Marketing Solutions Ltd | ., LLC | . as of | **\_\_\_\_\_\_\_\_ D\_e\_c\_e\_m\_b\_e\_r\_3~1 2025** , 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. Signature: ~ Title: Managing Member Notary Public ### **This filing\*\* contains (check all applicable boxes):** - 0 (a) Statement of financial condition. - □ (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. - IYl' (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. - 521' (h) Computation of net capital under 17 CFR 240.15c3-1 or 17 CFR 240.18a-1, 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 (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. - 521' (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. - □ (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. - □ (r) Compliance report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - IYl' (s) Exemption report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - □ (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. - M (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 240.15c3-1e 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). □ (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}------------------------------------------------ ### **Table of Contents** | Report oflndependent Registered Public Accounting Firm | 1 | |----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----| | Statement of Financial Condition | 2 | | Statement oflncome | 3 | | Statement of Changes in Member's Equity | 4 | | Statement of Cash Flows | 5 | | Notes to the Financial Statements | 6-9 | | Supporting Schedules | 10 | | Schedule I: | 11 | | Computation of Net Capital Under Rule 15c3-l
of the Securities and Exchange Commission | | | Reconciliation with Company's Net Capital Computation | | | Schedule II: | 12 | | Computation for Determination of Reserve Requirements and
Information Relating to Possession or Control Requirements
Under Rule 15c3-3 of the Securities and Exchange Commission | | | Report on Exemption Provisions | 13 | | Review Report of Independent Registered Public Accounting Firm | 14 | | SEA Rule 15c3-3 Exemption Report | 15 | {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) 2700 Ygnacio Valley Road, Ste 270 Walnut Creek, CA 94598 (925) 932-3860 tel (925) 4 76-9930 efax ### REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ### To the Member of Strategic Marketing Solutions Ltd., LLC ### **Opinion on the Financial Statements** We have audited the accompanying statement of financial condition of Strategic Marketing Solutions Ltd., LLC as of December 31, 2025, the related statements of income, changes in member's equity, and cash flows for the year then ended, and the related notes and schedules (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of Strategic Marketing Solutions Ltd., 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. ### **Basis for Opinion** These financial statements are the responsibility of Strategic Marketing Solutions Ltd., LLC's management. Our responsibility is to express an opinion on Strategic Marketing Solutions Ltd., 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 Strategic Marketing Solutions Ltd., 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. #### **Auditor's Report on Supplemental Information** The supplemental information contained in Schedule I - Computation of Net Capital Under Rule 15c3-1 of the Securities and Exchange Commission and Schedule II - Computation for Determination of Reserve Requirements and Information Relating to Possession or Control Requirements under Rule 15c3-3 of the Securities and Exchange Commission have been subjected to audit procedures performed in conjunction with the audit of Strategic Marketing Solutions Ltd., LLC's financial statements. The supplemental information is the responsibility of Strategic Marketing Solutions Ltd., 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 is fairly stated, in all material respects, in relation to the financial statements as a whole. **~ffl~~k** CROPPER ACCOUNT ANCY CORPORATION Walnut Creek, California We have served as Strategic Marketing Solutions Ltd., LLC's auditor since 2015. January 20, 2026 {5}------------------------------------------------ ## **Statement of Financial Condition** ### **As of December 31, 2025** | Assets | | |---------------------------------------|---------------| | Cash | \$
16,083 | | Accounts receivable | 420,000 | | Prepaid expenses | 6,350 | | Total Assets | \$
442,433 | | | | | | | | Liabilities & Member's Equity | | | Liabilities | | | Accounts payable | \$
1,075 | | Member's Equity | 441 ,358 | | Total Liabilities and Member's Equity | \$
442,433 | {6}------------------------------------------------ ## **Statement of Income** ## **For the Year Ended December 31, 2025** | Revenue | | |--------------------------|---------------| | Fee income | \$
560,044 | | Consulting income | 120,000 | | Total Revenue | 680,044 | | | | | Expenses | | | Professional fees | 28,004 | | Overhead expenses | 12,000 | | Other operating expenses | 10,586 | | Total Expenses | 50,590 | | Net Income | \$
629,454 | {7}------------------------------------------------ ## **Statement of Changes in Member's Equity** ## **For the Year Ended December 31, 2025** | Member's equity as of December 31, 2024 | \$
20,854 | |-----------------------------------------|----------------| | Distributions | (208,950) | | Net income | 629,454 | | Member's equity as of December 31, 2025 | \$
441 ,358 | {8}------------------------------------------------ ## **Statement of Cash Flows** ## **For the Year Ended December 31, 2025** | Cash Flows from Operating Activities | | | |-----------------------------------------------|---------------|--| | Net income | \$
629,454 | | | Adjustments to reconcile net income | | | | to net cash provided by operating activities: | | | | (Increase) decrease in: | | | | Accounts receivable | (420,000) | | | Prepaid expenses | (520) | | | Increase (decrease) in: | | | | Accounts payable | (7,543) | | | Net Cash Provided by Operating Activities | 201 ,391 | | | Cash Flows from Financing Activities | | | | Distributions | (208,950) | | | Net Cash Used in Financing Activities | (208,950) | | | | | | | Net Decrease in Cash and Cash Equivalents | (7,559) | | | Cash at beginning of year | 23 ,642 | | | Cash at End of Year | \$
16,083 | | | | | | | Supplemental Information | | | | Taxes paid | \$ | | | Interest aid | \$ | | {9}------------------------------------------------ ### **Notes to the Financial Statements** ### **December 31, 2025** #### **1. Organization** Strategic Marketing Solutions Ltd. , LLC (the "Company") was organized as a California limited liability company in September 2007 and was accepted as a member of the Financial Industry Regulatory Authority on January 23, 2008. Under this form of organization, a member is not liable for the debts of the Company. The Company is a full-service marketing consulting firm specializing in raising capital for private equity fund managers from institutional investors. #### **2. Significant Accounting Policies** #### **Single Reportable Segment** The Company is engaged in a single line of business as a securities broker-dealer which is comprised of investment banking services described in Note 4. The Company has identified its Managing Member 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 7), which is not a measure of profit and loss, to make operational decisions while maintaining capital adequacy, such as whether to maintain profits or pay distributions. The Company's operations constitute a single operating segment and therefore, a single reportable segment, because the CODM manages the business activities using information of the Company as a whole. The accounting policies used to measure the profit and loss of the segment are the same as those described in the policies listed below. #### **Basis of Accounting** The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). #### **Use of Estimates** The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of 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 and may have an impact on future periods. #### **Fair Value of Financial Instruments** The carrying amounts of certain financial instruments of the Company, including cash and cash equivalents, accounts receivable, prepaid expenses, accounts payable and accrued expenses approximate fair value because of their short-term maturities. #### **Cash and Cash Equivalents** The Company considers all demand deposits held in banks and certain highly liquid investments with original maturities of three months or less, other than those held for sale in the ordinary course of business, to be cash equivalents. #### **Accounts Receivable** Accounts receivable represents amounts that have been earned and billed to clients in accordance with the terms of the Company's engagement letters with respective clients that have not yet been collected. The Company accounts for estimated credit losses on financial assets measured at an amortized cost basis and certain off-balance sheet credit exposures in accordance with **FASB** ASC 326-20, *Financial Instruments* - *Credit Losses.* FASB ASC 326-20 requires the Company to estimate expected credit losses over the life of its financials assets and certain off-balance sheet exposures as of the reporting date based on relevant information about past events, current conditions, and reasonable and supportable forecasts. {10}------------------------------------------------ ### **Notes to the Financial Statements** ### **December 31, 2025** #### **2. Significant Accounting Policies** *(continued)* #### **Accounts Receivable** *(continued)* The Company records the estimate of expected credit losses as an allowance for credit losses. For financial assets measured at an amortized cost basis 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 as bad debt expense on the Statement oflncome. Per management's analysis, no allowance for doubtful accounts was considered necessary as of December 31, 2025. #### **Revenue** Revenues are earned from providing private placement and marketing consulting services. Revenue is recognized both over time as performance obligations are satisfied and at a point in time when a transaction closes as the related performance obligation is to successfully broker a specific transaction. #### **Income Taxes** The Company, a limited liability company, is taxed as a division of its sole member under the Internal Revenue Code and a similar state statute. In lieu of income taxes, the Company passes 100% of its taxable income and expenses to its sole member. Therefore, no provision or liability for federal or state income taxes is included in these financial statements. The Company is, however, subject to the annual California LLC tax of \$800 and a California LLC fee based on gross revenue. The Company is no longer subject to examinations by major tax jurisdictions for years before 2022. #### **3. Related Party Transactions** Strategic Marketing Solutions, LLC ("SMS") is a company under common ownership. SMS provides office space and pays most overhead expenses for the Company. For the year ended December 31 , 2025 , the \$12,000 incurred by the Company for such expenses is reflected on the Statement oflncome as overhead expenses. The sole member of the Company is an investor in the Company's largest client. The Company received \$120,000 from the client during the year for consulting services. The Company's results of operations and financial position could differ significantly from those that would have been obtained if the entities were autonomous. {11}------------------------------------------------ ### **Notes to the Financial Statements** ### **December 31, 2025** #### **4. Revenues from Contracts with Customers** Revenue from contracts with customers is recognized when, or as, the Company satisfies performance obligations by transferring the promised goods or services to the customers. A good or service is transferred to a customer when, or as, the customer obtains control of that good or service. A performance obligation may be satisfied over time or at a point in time. Revenue from a performance obligation satisfied over time is recognized by measuring progress in satisfying the performance obligation in a manner that depicts the transfer of the goods or services to the customer. Revenue from a performance obligation satisfied at a point in time is recognized at the point in time when it is determined the customer obtains control over the promised good or service. The amount of revenue recognized reflects the consideration the Company expects to be entitled to in exchange for those promised goods or services (i.e. , the "transaction price"). In determining the transaction price, the Company considers multiple factors, including the effects of variable consideration. Variable consideration is included in the transaction price only to the extent it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainties with respect to the amount are resolved. In determining when to include variable consideration in the transaction price, the Company considers the range of possible outcomes, the predictive value of past experiences, the time period of when uncertainties expect to be resolved and the amount of consideration that is susceptible to factors outside of the Company's influence, such as market volatility or the judgment and actions of third parties. The following provides detailed information on the recognition of revenues from contracts with customers: #### *Consulting Income* Consulting fees are generated from providing marketing consulting services. Consulting services are related to raising of capital and potential success fees. The performance obligations are distinct and separate from those of fee income. These fees are fixed and recognized over time using a time elapsed measure of progress as the Company's clients simultaneously receive and consume the benefits of such services as they are provided. For the year ended December 31 , 2025, 18% of the revenue was consulting income. ### *Fee Income* Fee income is generated from capital raising placement agent services provided to private equity fund managers from institutional investors. These fees are variable and are recognized at a point in time when the transaction is deemed complete as the related performance obligation has been satisfied upon completion. For the year ended December 31 , 2025, 82% of the revenue was fee income. #### **Contract Balances** Income is recognized upon completion of the related performance obligation and when an unconditional right to payment exists. The timing of revenue recognition may differ from the timing of customer payment. A receivable is recognized when a performance obligation is met prior to receiving payment by the customer. Receivables related to revenue from contracts with customers were \$0 and \$420,000 as of January 1, 2025 and December 31, 2025, respectively. Alternatively, fees received prior to the completion of the performance obligation are recorded as deferred revenue on the Statement of Financial Condition until such time when the performance obligation is met. Deferred revenue would primarily relate to retainer fees received in investment banking engagements. There was no deferred retainer revenue as of January 1, 2025 and December 31, 2025. #### **Contract Costs** All non-reimbursable investment banking advisory related expenses are expensed as incurred and recognized within their respective expense category on the Statement oflncome. {12}------------------------------------------------ ### **Notes to the Financial Statements** ### **December 31, 2025** #### **5. Risk Concentration** The Company's cash consists of cash held at one financial institution where the balance of the account may exceed government insurance limits during the year. At December 31, 2025, the Company's cash balance did not exceed these limits. Due to the nature of the capital raising and consulting business, the Company's revenue during the year was primarily the result of a few transactions. For the year ended December 31 , 2025, 100% of consulting income was earned from two clients. #### **6. Commitments and Contingencies** Management is unaware of any material commitments and contingencies at December 31 , 2025 that have not been disclosed previously. #### **7. Net Capital Requirements** The Company is subject to the SEC's uniform net capital rule (Rule 15c3-l) which requires the Company to maintain a minimum net capital equal to or greater than \$5,000 and a ratio of aggregate indebtedness to net capital not exceeding 15 to 1, both as defined. At December 31 , 2025, the Company's net capital was \$15,008, which exceeded the requirement by \$10,008. #### **8. Subsequent Events** The Company has evaluated subsequent events through the date of the Report of the Independent Registered Public Accounting Firm which is also the date the financial statements were issued and has determined there were no material subsequent events to disclose. {13}------------------------------------------------ ## SUPPORTING SCHEDULES ## Pursuant to Rule 17 a-5 of the Securities Exchange Act {14}------------------------------------------------ ## **Schedule I** ## **Computation of Net Capital Under Rule 15c3-1 of the Securities and Exchange Commission As of December 31, 2025** | Net Capital | | |-------------------------------------------------------------|----------------| | Total member's equity | \$
441 ,358 | | Less: Non-allowable assets | | | Accounts receivable | 420,000 | | Prepaid expenses | 6,350 | | Total non-allowable assets | 426,350 | | Net Capital | 15,008 | | Net minimum capital requirement of 6 2/3% of aggregate | | | indebtedness of
\$1,075 or \$5,000, whichever is greater | 5,000 | | Excess Net Capital | \$
10,008 | ## **Reconciliation with Company's Net Capital Computation (Included in Part II of Form X-17 A-5 as of December 31, 2025)** There were no material differences noted in the Company's net capital computation on the FOCUS report or the schedule above as of December 31, 2025 . {15}------------------------------------------------ **Schedule II** ## **Computation for Determination of Reserve Requirements and Information Relating to Possession or Control Requirements Under Rule 15c3-3 of the Securities and Exchange Commission For the Year Ended December 31, 2025** The Company engages in merger and acquisition advisory services and the private placements of securities. The Company does not accept customer funds or securities and will not have possession of any customer funds or securities in connection with these activities. Therefore, in reliance on Footnote 74 to SEC Release 34-70073 and as discussed in Q & A 8 of the related FAQ issued by SEC staff, the Company is not claiming an exemption from paragraph (k) of 17 C.F.R.§240.15c3-3 as it does not effect transactions for anyone defined as a customer under Rule 15c3-3, and there are no items to report under the requirements of this Rule. {16}------------------------------------------------ # REPORT ON EXEMPTION PROVISIONS Pursuant to Rule 17 C.F .R. §240.15c3-3(K) {17}------------------------------------------------ ![](_page_17_Picture_0.jpeg) 2700 Ygnacio Valley Road, Ste 270 Walnut Creek, CA 94598 (925) 932-3860 tel (925) 4 76-9930 efax www. cropperaccountancy, com ## REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Member, of Strategic Marketing Solutions Ltd., LLC We have reviewed management's statements, included in the accompanying SEA Rule 15c3-3 Exemption Report, in which (1) Strategic Marketing Solutions Ltd., LLC (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 SEA Rule 15c3-3 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 .ictivities exclusively to: (1) mergers and acquisition advisory services; (2) private placements of securities, and the Company (1) did not directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers (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. Strategic Marketing Solutions Ltd., LLC's management, is responsible for compliance with Footnote 74 of the SEC Release No. 34-70073 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 Strategic Marketing Solutions Ltd., LLC's compliance with Footnote 74 of the SEC Release No. 34-70073. 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 upon the Company's business activities as a non-covered firm. ~~~ ACCOUNTANCY CORPORATION CROPPER Walnut Creek, California January 22, 2026 {18}------------------------------------------------ ![](_page_18_Picture_0.jpeg) STRATEGIC MARKETING SOLUTIONS ## **SEA Rule 15c3-3 Exemption Report** Strategic Marketing Solutions Ltd., LLC (the "Company") is a registered broker-dealer subject to Rule 17a-5 promulgated by the Securities and Exchange Commission (17 C.F.R. §240.17a-5, "Reports to be made by certain brokers and dealers"). This Exemption Report was prepared as required by 17 C.F.R. §240.17a-5(d)(l) 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. l 5c3-3, 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. l 7a-5 because the Company limits its business activities exclusively to: (1) merger and acquisition advisory services; (2) private placements of securities, and the Company (1) did not directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers; (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. Strategic Marketing Solutions Ltd., LLC I affirm that, to my best knowledge and belief, this Exemption Report is true and correct. Patricia Totten Ter Heun Managing Member January 10, 2026 Strategic Marketing Solutions LTD, LLC 2302B Bridgeway, Sausalito, CA 94965 Phone 415-298-8939 Securities offered through Strategic Marketing Solutions LTD., LLC, Member *Ff* NRA/ Sf PC Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.