# CAPITAL & ESTATE MANAGEMENT, INC. X-17A-5 (2026-03-04) — Broker-dealer annual report - Company: CAPITAL & ESTATE MANAGEMENT, INC. - Form: X-17A-5 - Filed: 2026-03-04 - Period: 2025-12-31 - Accession: 0001446135-26-000003 - CIK: 1446135 - File #: 8-68039 - Type: Broker-dealer - Material weakness: Yes - Auditor: ALPERIN, NEBBIA & ASSOCIATES, CPA, PA - Auditor location: FAIRFIELD, NJ - Contact: JOHN C UMBER - Phone: 8132301090 - Email: jumber@capestmgmt.com - Website: capestmgmt.com - Signed by: JOHN C. UMBER (CEO) Original filing: https://www.sec.gov/Archives/edgar/data/1446135/000144613526000003/cemiaudit.pdf --- {0}------------------------------------------------ # **CAPITAL** & **ESTATE MANAGEMENT, INC.** FINANCIAL STATEMENTS AND INDEPENDENT AUDITORS' REPORTS DECEMBER 31, 2025 {1}------------------------------------------------ # CAPITAL & ESTATE MANAGEMENT, INC. INDEX TO FINANCIAL STATEMENTS DECEMBER 31, 2025 | | Page Number | |----------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------| | FACING PAGE TO FORM X-17A-5 | 2 | | AFFIRMATION OF STOCKHOLDER | 3 | | REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 4 | | FINANCIAL STATEMENTS | | | Statement of Financial Condition | 5 | | Statement of Income | 6 | | Statement of Changes in Stockholder's Equity | 7 | | Statement of Cash Flows | 8 | | Notes to the Financial Statements | 9-
14 | | SUPPLEMENTAL INFORMATION PURSUANT TO RULE 17a-5 | 15 | | Computation of Net Capital Under Rule 15c3-1
of the Securities Exchange Act of 1934 | 16 | | Supplemental Information Pursuant to Rule 15c3-3
of the Securities Exchange Act of 1934 | 17 | | REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR A BROKER-DEALER CLAIMING AN EXEMPTION | 18 | | EXEMPTION REPORT | 19 | | REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON
APPL YING AGREED UPON PROCEDURES RELATED TO AN ENTITY'S
CLAIM FOR EXCLUSION FROM MEMBERSHIP IN SIPC | 20-
21 | | SCHEDULE OF FORM SIPC-3 REVENUES FOR THE YEAR ENDED
DECEMBER 31, 2025 | 22 | | FORM SIPC-3 FY 2025 | 23 | {2}------------------------------------------------ # UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 # **ANNUAL REPORTS FORM X-17A-5 PART Ill** | 0MB Number: 3235-0123 | | |----------------------------|--| | Expires: Nov. 30, 2026 | | | Estimated 11\/erage burden | | | hours per response: 12 | | | SEC FILE NUMBER | | |-----------------|--| | 008-68039 | | FAONG PAGE Information Required Pursuant to Rules 17a-5, 17a-12, and 1Ba-7 under the Securities Exchange Act of 1934 | FILING FOR THE PERIOD BEGINNING | ---------
/01/2025
01 | AND ENDING | ----------
12/31/2025 | | | |---------------------------------|-----------------------------|------------|--------------------------|--|--| | | MM/DD/YY | | MM/DD/YY | | | | | | | | | | **A. REGISTRANT IDENTIFICATION** NAME oF FIRM: Capital & Estate Management, Inc. TYPE OF REGISTRANT (check all applicable boxes): [!I Broker-dealer D Security-based swap dealer D Major security-based swap participant D Check here if respondent is also an OTC derivatives dealer #### ADDRESS OF PRINOPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) | 7143 Mariner Blvd. | | | | |--------------------|--|--|--| | | | | | | | | (No. and Street) | | | | |---------------------------------------------------------------------------|--|------------------------------------------------------------|---------|-----------------------|--| | Spring Hill | | FL | | 34609 | | | (City) | | (State) | | (Zip Code) | | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | | | John C. Umber | | (813)230-1090 | | jumber@capestmgmt.com | | | (Name) | | (Area Code-Telephone Number) | | (Email Address) | | | | | 8. ACCOUNTANT IDENTIFICATION | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing• | | | | | | | Alperin, Nebbia & Associates, CPA, PA | | | | | | | | | (Name - if individual, state last, first, and middle name) | | | | | 375 Passaic Ave; Suite 200 | | Fairfield | NJ | 07004 | | | (Address) | | (City) | (State) | (Zip Code) | | 02/24/2009 3397 (Date of Re1iistration with PCAOB)(if applicable) (PCAOB Remstration 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 circumstance5 relied on as the basis of the exemption. See 17 CFR 240.17a-5(e)(1)(ii), if applicable. Penons who are to respond to the collection of information contained In this form are not required to respond unless the form **displays•** wrrently valid 0MB control number. {3}------------------------------------------------ #### **OATH OR AFFIRMATION** ![](_page_3_Picture_4.jpeg) Title: # This **filing\*\* contains (check all applicable boxes):** - Iii (a) Statement of financial condition. - iii (b) Notes to consolidated statement of financial condition. - ii (c) Statement of incorne (loss) or, ifthere is other comprehensive income in the period(s) presented, a statement of comprehensive income (as defined in§ 210.1-02 of Regulation 5--X). - Iii (d) Statement of ash flows. - iii (eJ Statement of changes in stockholders' or partners' or sole proprietor's equity. - D (f) Statement of changes in liabilities subordinated to daims of creditors. - D (g) Notes to consolidated financial statements. - iii (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. - D 0) computation for determirration of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.1Sc3-3. - D (kl Computation for determination of security-based swap reserve requirements pursuant to Exhibit B to 17 CFR 240.15c3-3 or Exhibit A t o l7 CFR **240.18a--4,** as applicable. - D (I) Computation for Determination of P.AB 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. - ii (o) Reconcmations, 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 djfferences exist, or a statement that no material differences -exist. - D (p) summary of financial data tor subsidiaries not consolidated in the statement of financial condition. - Iii (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. - Iii (s) Exemption report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - D (,t) Independent public accountant's report based on an examination of the statement of financial condition. - Iii (u) lndepel'ldent 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, Js applicable. - D (v) Independent public accountant's report based on an examination of certain statements in the compljance report under 17 CFR 240.17a-5 or 17 CFR 240.lBa-7, as applicable. - Iii (w) Independent public accountant's report based on a review of the exemption report under 17 CFR 240.17a-S 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. - D (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}. - ii (z) other: THE AGREED UPON PROCEDURES RELATING TO EXCLUSION FROM SIPC. - ••To request co"fidential 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. {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) 375 Passaic Avenue Sutte200 Fairfield, NJ 07004 973'-8()8.;8801 Fax 973-808-8804 # **Report of Independent Registered Public Accounting Firm** To the Shareholder of Capital & Estate Management, Inc. # **Opinion on the Financial Statements** We have audited the accompanying statement of financial condition of Capital & Estate Management, Inc. as of December 31, 2025, the related statements of Income, changes in stockholder'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 Capital & Estate Management, Inc. 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 Capital & Estate Management, lnc.'s management. Our responsibility is to express an opinion on Capital & Estate Management, lnc.'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 Capital & Estate Management, Inc. in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. # **Supplemental Information** The supplemental information, Computation of Net Capital Under Rule 15 c3-1 of the Securities Exchange Act of 1934 and Supplemental Information Pursuant to Rule 15c3-3 of the Securities Exchange Act of 1934 have been subjected to audit procedures performed in conjunction with the audit of Capital & Estate Management, lnc.'s financial statements. The supplemental information is the responsibility of Capital & Estate Management, lnc.'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 Computation of Net Capital Under Rule 15 c3-1 of the Securities Exchange Act of 1934 and Supplemental Information Pursuant to Rule 15c3-3 of the Securities Exchange Act of 1934 is fairly stated, in all material respects, in relation to the financial statements as a whole. Alperin, Nebbia & Associates, CPA, PA ~' **r&,~-,..~~,t!P~P/J** Fairfield, New Jersey February 20, 2026 {5}------------------------------------------------ # CAPITAL & ESTATE MANAGEMENT, INC. STATEMENT OF FINANCIAL CONDITION As of December 31, 2025 #### ASSETS | CURRENT ASSETS | | |---------------------------|--------------| | Cash and Cash Equivalents | \$
39,402 | | Accounts Receivable | 23,548 | | Prepaid Expenses | 1,712 | | TOTAL CURRENT ASSETS | 64,662 | | FIXED ASSETS | | | Office Furniture | 4,580 | | Leasehold Improvements | 23,320 | | Signage | 1,263 | | Accumulated Depreciation | (29,163) | | TOT AL FIXED ASSETS | | | TOT AL ASSETS | \$
64,662 | #### LIABILITIES AND STOCKHOLDER'S EQUITY #### CURRENT LIABILITIES | Accounts Payable
Credit Card Payable | \$
1,049
420 | |-----------------------------------------------|--------------------| | Accrued Operating Expenses | 181 | | TOTAL CURRENT LIABILITIES | 1,650 | | STOCKHOLDER'S EQUITY | | | Capital Stock- Common- Par Value \$1 | | | 100 shares authorized, issued and outstanding | 100 | | Paid in Capital | 24,250 | | Retained Earnings | 38,662 | | TOT AL STOCKHOLDER'S EQUITY | 63,012 | | TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY | \$
64,662 | The accompanying notes are an integral part of these financial statements {6}------------------------------------------------ # CAPITAL & ESTATE MANAGEMENT, INC. STATEMENT OF INCOME For the year ended December 31, 2025 | REVENUE | | |---------------------------------------|---------------| | 12b-1 Fees | \$
171,772 | | Commission Income | 72,371 | | Dividends | 3 | | FINRA Refund | 1,221 | | TOTAL REVENUE | 245,367 | | | | | OPERATING EXPENSES | | | Rent and Utilities | 9,192 | | Telephone | 541 | | Employee Leasing Costs | 12,847 | | Commissions | 13,883 | | Insurance Expense | 39,380 | | Licenses and B-D Registration | 4,924 | | Office, Postage and Printing Expenses | 2,416 | | Accounting and Professional Fees | 17,500 | | Other Operating Expenses | 4,809 | | TOTAL OPERATING EXPENSES | 105,492 | | NET INCOME | \$
139,875 | {7}------------------------------------------------ # CAPITAL & ESTATE MANAGEMENT, INC. STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY For the year ended December 31, 2025 | | Capital Stock
Common
Par Value \$1 | | | Paid-in
Capital | | Retained
Earnin9s | | Total
Stockholder's
Equi~ | | |----------------------------------|----------------------------------------------------|----|--------|--------------------|----|----------------------|----|---------------------------------|--| | | Shares
Authorized,
Issued and
Outstanding | | Amount | | | | | | | | Balances at | | | | | | | | | | | December 31, 2024 | 100 | \$ | 100 | \$
24,250 | \$ | 29,687 | \$ | 54,037 | | | Net Income | | | | | | 139,875 | | 139,875 | | | Stockholder
Distributions | | | | | | (130,900) | | (130,900) | | | Balances at
December 31, 2025 | 100 | \$ | 100 | \$
24,250 | \$ | 38,662 | \$ | 63,012 | | {8}------------------------------------------------ # CAPITAL & ESTATE MANAGEMENT, INC. STATEMENT OF CASH FLOWS For the year ended December 31, 2025 | CASH FLOWS FROM OPERATING ACTIVITIES
Net Income
Adjustments to reconcile net income to
net cash provided by operating activities: | \$
139,875 | |---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------| | Changes in Current Assets and Liabilities:
(Increase) in accounts receivable - net
(Increase) in prepaids and other assets
Increase in accounts payable
(Decrease) in credit card payable
(Decrease) in accrued expenses and other liabilities | (2,318)
(1,084)
1
(530)
(1) | | NET CASH PROVIDED BY OPERATING ACTIVITIES | 135,943 | | CASH FLOWS FROM INVESTING ACTIVITIES
Sale proceeds (Acquisition of) property and equipment
NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES | | | CASH FLOWS FROM FINANCING ACTIVITIES
Stockholder distributions paid | (130,900) | | NET CASH (USED) BY FINANCING ACTIVITIES | (130,900) | | NET INCREASE IN CASH | 5,043 | | CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR | 34,359 | | CASH AND CASH EQUIVALENTS, END OF YEAR | \$
39,402 | Supplemental Disclosures: Interest Paid \$ The accompanying notes are an integral part of these financial statements {9}------------------------------------------------ #### NOTE 1 - NATURE OF OPERATIONS Capital & Estate Management, Inc. (the Company) is a registered broker/dealer under the Securities Exchange Act of 1934 (SEA) and a member of the Financial Industry Regulatory Authority ("FINRA") since August 2, 2011. The Company is a subscription/applicationway introducing broker/dealer (B/D) that limits its business lines to a mutual fund (MF) retailer and a broker/dealer selling variable life insurance and annuities (VA). The Company does not conduct business in foreign securities. It will not permit any of its associated persons to engage in Private Securities Transactions, or Outside Business Activities. The Company conducts all securities transactions on an agency basis. The Company services retail clients with a net worth up to \$15 million, with the average client having a total account value of \$100,000 - \$500,000. The Company offers only cash accounts held at the distributor. The Company is engaged in a single line of business as a broker-dealer, which is comprised of one class of service, agency transactions. The Company has identified its President as chief operating decision maker ("CODM"), who uses net income to evaluate the results of the business, predominantly in the forecasting business, to manage the company. Additionally, the CODM uses excess net capital, 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 shareholder distributions. The Company's operations constitute a single operating segment and therefore,a single reportable element, 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 company derived 12.3% of its total revenues from a single external customer in 2025. The Company does not receive customer funds and does not receive customer securities. The Company does not effect more than 10 principal trades per year. The Company does not require any clearing arrangements because it is a subscription/application-way B/D, which means that the Company only receives and promptly transmits checks made payable to the MF or VA distributor. The Company does not clear or settle any futures transactions or options transactions, so the Company is not required to be a member of the Options Clearing Corporation (OCC). The Company does not have an omnibus account. The Company claims an exemption from SEA Rule 15c3-3 upon Section (k)(1) - Limited business (mutual funds and/or variable annuities only). Also, the Company claims an exclusion from membership in SIPC. Form SIPC-3 is completed annually at the beginning of each year certifying the Company's exclusion. ### NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This summary of significant accounting policies of the Company is presented to assist in understanding the Company's financial statements. The financial statements and notes are representations of the Company's management, who are responsible for the integrity and objectivity of the financial statements. #### Basis of Accounting The financial statements have been prepared on the accrual basis of accounting. These accounting policies conform to generally accepted accounting principles of the United States and have been consistently applied in the preparation of the financial statements. #### Basis of Presentation The accompanying financial statements have been prepared pursuant to the authoritative guidance provided by the Financial Accounting Standards Board (FASB) in its Accounting Standards Codification (ASC) 940, "Financial Services - Brokers and Dealers" and pursuant to Rule 17a-5 of the Securities Exchange Act of 1934. #### Cash and Cash Equivalents For the purposes of the statement of cash flows, the Company considers cash and cash equivalents to include all funds in banks and highly liquid investments with maturity dates of less than three months. The carrying value of cash and cash equivalents approximates fair value because of the short maturity dates of those instruments. The Company maintains cash balances in a checking account and a savings account at one financial institution. Both of these accounts are fully insured by the National Credit Union Administration (NCUA). At December 31, 2025, the amount of cash that was fully insured was \$39,402. {10}------------------------------------------------ # NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED #### Fixed Assets Fixed assets are carried at cost less accumulated depreciation and include expenditures which substantially increase the useful lives of existing assets. Maintenance and repairs that do not extend useful lives are charged to operations as incurred. Depreciation is provided over the estimated useful lives of the assets. Office furniture is depreciated over useful lives of 5 years. Leasehold improvements are depreciated over useful lives limited by the term of the lease, including anticipated renewals. When property and fixed assets are retired or otherwise disposed of, the related cost and accumulated depreciation is removed from the respective accounts and any profit or loss on disposition is credited or charged to earnings. #### Fair Value of Financial Assets and Liabilites The Company measures fair value of financial assets and liabilites based on the framework set forth by FASB ASC 820, "Fair Value Measurements and Disclosures." That framework provides a fair value hierarchy that prioritizes, into three levels, the inputs to valuation techniques used to measure fair value. Following is a description of those three levels as defined in FASB ASC 820. - Level 1 inputs: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. - Level 2 inputs: Inputs (other than quoted prices included within level 1) that are observable for the asset or liability, either directly or indirectly. - Level 3 inputs: Unobservable inputs for the asset or liability. The asset's or liability's fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. There have been no significant changes in the methodologies used for the year ended December 31, 2025. The carrying value of cash and cash equivalents approximates fair value because of the short maturity dates of those instruments. The carrying value of accounts receivable approximates fair value because of their short term nature. The carrying value of prepaid expenses approximates fair value because of their short term nature. The carrying values of accounts payable, credit card payable, and accrued operating expenses approximate fair value because of their short term nature. #### Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures, including assets and liabilities, the disclosure of contingent assets and liabilities, and reported revenues and expenses. Accordingly, actual results could vary from the estimates that were used. During the year ended December 31, 2025, the most significant estimates were operating expense accruals. {11}------------------------------------------------ # NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED #### Accrued Operating Expenses The Company records or accrues expenses as incurred on the statement of income. Accrued expenses are recorded as liabilities on the statement of financial condition under the caption "Accrued Operating Expenses," which is accordingly adjusted as the liabilities are subsequently paid. Accrued expenses consist of accrued utilities and telephone expenses. At December 31, 2025, the Company had accrued expenses of \$181. # Revenue Recognition and Receivables The Company recognizes revenue when earned, upon completion of the sale or service transaction. Thus, the Company records receivables for those earnings, which are accordingly adjusted when payments are received against those receivables. The Company has selling agreements with mutual fund distributors and variable annuity distributors whereby commission is received from the sales of annuities and investment company shares, as well as continuing commissions from variable annuities paid quarterly and 12b-1 service fees from mutual funds for ongoing servicing of client accounts paid on a monthly basis by the distributor. Commissions are considered earned on a trade date basis. Commissions are calculated by the distributor for each trade and available to view on Tuesday of each week on the Internet Dealer Commissions website. The mutual fund distributor deposits commission revenue earned to the Company checking account on that Tuesday at which time it is recorded as commission income. Accounts receivable are recorded at the end of the prior month for prior month trades occurring during the week before the weekly commission pay date. The 12b-1 service fees are fees calculated and paid by the investment company to the broker/dealer for the retention of existing clients in existing investments. These "trail payouts" are calculated periodically based on the specified "trail dates" (generally a one month period). The broker/dealer has no "right to receive" these payouts until the last day of the "trail dates", and must be the broker/dealer of record on that date. The calculations are based on client status as of the ending "trail date". For this reason, the revenues are deemed to be earned on that date, so any accruals over the one month period preceding that date are not appropriate. Accounts receivable are recorded with respect to the 12b-1 fees on the ending "trail date" because the fees are paid in the month following the ending "trail date". The Company considers all receivables to be collectible based on the types of investment distributors and the nature of the selling agreements it has with those distributors. Therefore, the Company does not record an allowance for doubtful accounts. At December 31, 2025, the Company had no receivables from the distributors aged over 30 days. #### Compensated Absences The sole employee, John Charles Umber, who is also the 100% shareholder of the company, receives a fixed salary through a payroll leasing company. There is no provision for vacations, sick days, or personal days off. Therefore, the Company has no provision for the accrual of compensated absences. {12}------------------------------------------------ # NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED #### Income Taxes The Company is organized as a corporation in the State of Florida and has elected to be t8}(ed under the provisions of Subchapter S of the Internal Revenue Code. Under those provisions, the Company does not pay federal corporate income t8}(es on its taxable income. Instead, the stockholder is liable for individual federal income taxes on his shares and he includes the Company's net operating income or loss on his individual t8}( return. Accordingly, the financial statements do not include a provision or liability for income taxes. T8}( years 2022, 2023, and 2024 are still open by statute. Since tax matters are subject to some degree of uncertainty, there can be no assurance that the Company's t8}( returns will not be challenged by the t8}(ing authorities. Generally, the Company's t8}( returns remain open for federal income t8}( examination for three years from the date of filing. #### Risk Associated with Concentrations #### Customer Base For the year ended December 31, 2025, the Company had moderate risk associated with concentrations of its customer base. One individual client accounted for approximately 12.3% of the Company's revenues. No other individual client of the sole employee accounted for 10% or more of the Company's revenues. The Company does not consider this concentration to be significant because expenses are approximately 42% of revenues. The stockholder distribution is adjusted by the amount of sales generated by the only employee, who is also the sole stockholder. #### Distributors The Company has selling agreements with three distributors. One distributor accounted for approximately 88% of the company's SIPC-3 revenues, and another accounted for approximately 12%. The Company does not consider these concentrations to be a significant risk, since alternate distributors are readily available in the market. #### NOTE 3-ACCOUNTS RECEIVABLE At December 31, 2025, Accounts Receivable consisted of the following: | Ongoing compensation receivable from Lincoln Financial
128-1 Service Fees receivable from American Funds | \$
8,194
15,354 | |-------------------------------------------------------------------------------------------------------------|-----------------------| | Total Accounts receivable | \$
23,548 | # Total Accounts receivable #### NOTE 4 - FIXED ASSETS At December 31, 2025, Fixed Assets consisted of the following: | Office Furniture | \$
4,580 | |------------------------------------|-------------| | Leasehold Improvements and Signage | 24,583 | | Total Fixed Assets | 29,163 | | Less: accumulated depreciation | (29,163) | | Fixed Assets, net | \$ | {13}------------------------------------------------ # NOTE 5 -CURRENT LIABILITIES On December 31, 2025, current liabilities consisted of accrued general operating expenses as follows: | Accounts Payable | \$
1,049 | |----------------------------|-------------| | Credit Card Payable | 420 | | Accrued Operating Expenses | 181 | | | \$
1,650 | ### NOTE 6 - LONG TERM DEBT The Company has no long term debt instruments. #### NOTE 7 - LEASE COMMITMENTS On March 8, 2010, the Company entered into a 5 year lease with Anisha Investments for its current business premises. The lease payment is \$706.83 per month for the term of the lease, which expired March 8, 2015, and now continues on a month to month basis. The rent expense for the year ended December 31, 2025, which is included in the accompanying income statement under the caption "Rent and Utilities," was \$8,482. Annual future rent payments are not required under the current oral lease agreement, which continues the prior written lease on an ongoing basis. #### NOTE 8 - COMPENSATION Payroll and benefits are provided through a third party employee leasing company which pays a wage to John C. Umber, the sole stockholder and only employee. Health insurance is provided to him by a health insurance provider. Sylvia J. Worthem is a registered general securities principal. She also became the Company's CFO and FINOP (Financial Operations Principal) in August 2012. She prepares and reviews the Company's financial records, assumes responsibility for the FOCUS filings, and provides guidance for and oversight of company activity. Her compensation is commissions based. She receives 100% commission on revenues that she generates for the Company. #### NOTE 9 - COMMITMENTS AND CONTINGENCIES The Company, from time to time, may be involved in litigation, disputes and/or claims arising in the ordinary course of business. These matters arise from a wide variety of sources, including the day to day operations of the business, governmental compliance, and contracts/agreements related to its customers and vendors. At December 31, 2025, there were no matters outstanding or unrecorded contingent liabilities known to management that would have a material effect on the Company's results of operations. {14}------------------------------------------------ # NOTE 10 - EXEMPTION OF SEC RULE 15c3-3 RESERVE REQUIREMENT The Company is exempt from the provisions of SEC Rule 15c3-3, upon Section (k)(1) - Limited business (mutual funds and/or variable annuities only). # NOTE 11 - NET CAPITAL REQUIREMENTS The Company is required to maintain minimum net capital pursuant to the Uniform Net Capital Rule of the Securities and Exchange Commission, which requires that a broker/dealer's aggregate indebtedness, as defined, shall not exceed eight times net capital for a broker/dealer in business for less than one year and fifteen times net capital for a broker/dealer in business for more than a year, subject to a minimum net capital requirement. The minimum net capital for the Company is \$5,000; however, net income cannot be distributed to its stockholder unless the capital is at least 120% of the minimum net capital, or \$6,000 at the end of the calendar year. During the audit period, the company made distributions to its stockholder in the amount of \$130,900, which was compliant with the distribution requirement. At December 31, 2025 the Company had net capital of \$46,995, which was \$41,995 in excess of its required net capital of \$5,000. The net capital was adequate for each period during the fiscal year. The Company's ratio of aggregate indebtedness to net capital at December 31, 2025 was 3.51 %. # NOTE12-SUBSEQUENTEVENTS Management evaluated all activity of the Company through February 20, 2026, (the issue date of the Company's financial statements) and concluded that no subsequent events have occurred that would require recognition in the financial statements. {15}------------------------------------------------ # CAPITAL & ESTATE MANAGEMENT, INC. SUPPLEMENTAL INFORMATION PURSUANT TO RULE 17a-5 REQUIRED BY THE SECURITIES EXCHANGE ACT OF 1934 {16}------------------------------------------------ # CAPITAL & ESTATE MANAGEMENT, INC. COMPUTATION OF NET CAPITAL UNDER RULE 15c3-1 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2025 # NET CAPITAL COMPUTATION | Total Stockholder's Equity as of December 31, 2025
Less: Non-allowable Assets
Haircuts | \$
63,012
(16,017) | |--------------------------------------------------------------------------------------------------------------------------------------|---------------------------| | Net Capital | \$
46,995 | | Net Capital Required | 5,000 | | Excess Net Capital as of December 31, 2025 | \$
41,995 | | AGGREGATE INDEBTEDNESS | | | Aggregate Indebtedness as included in Statement of Financial Condition | | | Accounts Payable
Credit Card Payable
Accrued Operating Expenses | \$
1,049
420
181 | | Total Aggregate Indebtedness | \$
1,650 | | Ratio of Aggregate Indebtedness to Net Capital | 3.51% | | Reconciliation with Capital and Estate Management, Inc. computation
(included in Part II of Form X-17A-5 as of December 31, 2025) | | | Net Capital, per December 31, 2025 unaudited Focus Report as filed | \$
46,995 | | Net Audit Adjustments | | | Net Capital, per December 31, 2025 audit | \$
46,995 | No material differences exist between the above computation and the computation included in the Company's corresponding unaudited Form X-17 A-5 Part IIA filing. {17}------------------------------------------------ # CAPITAL & ESTATE MANAGEMENT, INC. SUPPLEMENTAL INFORMATION PURSUANT TO RULE 15c3-3 OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2025 Capital & Estate Management, Inc. is exempt from SEC Rule 15c3-3 under paragraph (k)(1) of the rule, which exempts a broker or dealer whose business is limited to acting as an agent or dealer for shares of registered investment companies or variable annuities. In addition to distributing only a limited number of products, a brokerdealer relying on the paragraph (k)(1) exemption must promptly transmit all funds and deliver all securities and is prohibited from otherwise holding funds or securities for, or owing money or securities to, its customers. Therefore, the following reports are not presented: - 1. Computation for Determination of Reserve Requirement under Rule 15c3-3 of the Securities Exchange Act of 1934. - 2. Information Relating to the Possession or Control Requirements under Rule 15c3-3 of the Securities Exchange Act of 1934. {18}------------------------------------------------ ![](_page_18_Picture_0.jpeg) 375 Passaic Avenue Suite 200 Fairfield, NJ 07004 973-808-8801 Fax 973-808-8804 # **Report of Independent Registered Public Accounting Firm** To the Shareholder of Capital & Estate Management, Inc, We have reviewed management's statements, included in the accompanying exemption report, in which Capital & Estate Management, Inc. identified the following provisions of 17 C.F.R §15c3-3(k) under which Capital & Estate Management, Inc. claimed an exemption from 17 C.F.R. §240.15c3-3 under Section (k)(1) and Capital & Estate Management, Inc. stated that Capital & Estate Management, Inc. met the identified exemption provisions throughout the most recent fiscal year without exception. Capital & Estate Management, lnc.'s management is responsible for compliance with the exemption provisions and its statements. Our review was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included inquiries and other required procedures to obtain evidence about Capital & Estate Management, lnc.'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)(1) of Rule 15c3-3 under the Securities Exchange Act of 1934. Alperin, Nebbia & Associates, CPA, PA ~, ~?-'~tu,9eP11,Pn Fairfield, New Jersey February 20, 2026 {19}------------------------------------------------ ![](_page_19_Picture_0.jpeg) *".Direction far your ji,ianria/ pla11ning •* John C. Umber, CFP® CERTIFIED FINANCIAL PLA . ER™ CEO and President #### **EXEMPTION REPORT** Capital & Estate Management, Inc. Assertions We confirm, to the best of our knowledge and belief, that - I. Capital & Estate Management, Inc. dajmed an exemption from SEC Rule I 5c3-3 under the provisions of paragraph (k){ I) throughout the calendar year January l, 2025. *to* December 31, 2025. - 2. Capital & Estate Management, Inc. met the identified exemption provisions in SEC Rule 15c3-3(k)(1) throughout the calendar year January 1, 2025, to December 31, 2025. Attached are: - 1. A copy or Form SIPC-3 for FY 2025 executed and submitted on the sipc .. org portal on January 2, 20.25; - 2. Schedule of Form SIPC-3 Revenues for the year ended December 31, 2025 19 7143 Mariner Blvd , Spring Hin, FL 34609 Offi<:e: 1(352)346,65 6 Toll Ftee; 1-877-EST-MGM Ceil· 1{813)230-1090 Member FINRA {20}------------------------------------------------ ![](_page_20_Picture_0.jpeg) 375 Passaic Avenue Sulte200 Falrfleld, NJ 07004 973-808-8801 Fox 973-808-8804 # **Report of Independent Registered Public Accounting Firm On Applying Agreed Upon Procedures Related to an Entity's Claim for Exclusion from Membership in SIPC** To The Board of Directors of Capital & Estate Management, Inc. We have performed the procedures included in Rule 17 a-5( e )( 4) under the Securities Exchange Act of 1934 and in the Securities Investor Protection Corporation (SIPC) Series 600 Rules, which are enumerated below, on the accompanying Certification of Exclusion From Membership (Form SIPC-3) for the year ended December 31, 2025. Management of Capital & Estate Management, Inc. (the Company) is responsible for its Form SIPC-3 and for its compliance with the requirements for exclusion from membership in SIPC under section 78ccc(a)(2)(A) of the Securities Investor Protection Act of 1970. Management of the Company has agreed to and acknowledged that the procedures performed are appropriate to meet the intended purpose of assisting you and SIPC in evaluating the Company's compliance with the exclusion requirements from membership in SIPC under section 78ccc(a)(2)(A) of the Securities Investor Protection Act of 1970 for the year ended December 31, 2025, as noted on the accompanying Form SIPC-3. Additionally, SIPC has agreed to and acknowledged that the procedures performed are appropriate for their intended purpose. This report may not be suitable for any other purpose. The procedures performed may not address all the items of interest to a user of this report and may not meet the needs of all users of this report and, as such, users are responsible for determining whether the procedures performed are appropriate for their purposes. The sufficiency of these procedures is solely the responsibility of those parties specified in this report. Consequently, we make no representation regarding the sufficiency of the procedures described below either for the purpose for which this report has been requested or for any other purpose. The procedures we performed and our findings are as follows: 1. Compared the Total amount included in the accompanying Schedule of Form SIPC-3 Revenues prepared by the Company for the year ended December 31, 2025 to the total revenues in the Company's audited financial statements included on Annual Audited Report Form X-17A-5 Part III for the year ended December 31, 2025, noting no differences 2. Compared the amount in each revenue classification reported in the Schedule of Form SIPC-3 Revenues prepared by the Company for the year ended December 31, 2025 to supporting schedules and working papers, noting no differences; 3. Recalculated the arithmetical accuracy of the Total Revenues amount reflected in the Schedule of Form SIPC-3 Revenues prepared by the Company for the year ended December 31, 2025 and in the related schedules and working papers, noting no differences; {21}------------------------------------------------ We were engaged by the Company to perform this agreed-upon procedures engagement and conducted our engagement in accordance with attestation standards established by the AI CPA and in accordance with the standards of the Public Company Accounting Oversight Board (United States). We were not engaged to and did not conduct an examination or a review engagement, the objective of which would be the expression ofan opinion or conclusion, respectively, on the Company's Form SIPC-3 and for its compliance with the requirements for exclusion from membership in SIPC under section 78ccc(a)(2)(A) of the Securities Investor Protection Act of 1970 for the year ended December 31, 2025. Accordingly, we do not express such an opinion or conclusion. Had we performed additional procedures, other matters might have come to our attention that would have been reported to you. We are required to be independent of the Company and to meet our other ethical responsibilities in accordance with the relevant ethical requirements related to our agreed-upon procedures engagement. This report is intended solely for the information and use of the Company and SIPC and is not intended to be and should not be used by anyone other than these specified parties. Alperin, N ebbia & Associates, CPA, PA Fairfield, New Jersey February 20, 2026 {22}------------------------------------------------ # **Capital & Estate Management, Inc.** | Amount(\$) | Business activities through which revenue was earned | |------------|-----------------------------------------------------------------------------| | | Business conducted outside the United States and its territories and | | \$
- | possessions | | | Distribution of shares of registered open end investment companies or unit | | \$ | 214,900 investment trusts | | \$ | 29,242 Sale of variable annuities | | \$
- | Insurance commissions and fees | | | Investment advisory services to one or more registered investment companies | | \$
- | or insurance company separate accounts | | \$
- | Transactions in securities futures products | | \$ | 244,142 Total SIPC-3 Revenues | # **Schedule of Form SIPC-3 Revenues for the year ended December 31, 2025** {23}------------------------------------------------ # **Certification of Exclusion from Membership** #### TO BE FILED BY A BROKER-DEALER WHO CLAIMS EXCLUSION FROM MEMBERSHIP IN THE SECURITIES INVESTOR PROTECTION CORPORATION ("SIPC") UNDER SECTION 78ccc(a)(2)(A) OF THE SECURITIES INVESTOR PROTECTION ACT OF 1970 ("SIPA") | 8-68039 | DEA: FINRA | 2025 | Dec | |-------------------------------------------------------------|---------------------------------|------|-----| | 7143 MARINER BLVD
SPRING HILL, FL 34609
UNITED STATES | CAPITAL & ESTATE MANAGEMENT INC | | | **The above broker-dealer certifies that during the fiscal year ending** 12/31/2025 #### **(check appropriate boxes):** | D | (i) | Its principal business, in the determination of SIPC, taking into account business of
affiliated entities, is conducted outside the United States and its territories and possessions; | |-----|-------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------| | | (ii) | Its business as a broker-dealer is expected to consist exclusively of: | | [Z] | | (I) the distribution of shares of registered open end investment companies or unit investment trusts; | | [Z] | | (II) the sale of variable annuities; | | □ | | (Ill) the business of insurance; | | □ | | (IV) the business of rendering investment advisory services to one or more registered investment
companies or insurance company separate accounts; | | □ | (iii) | It is registered pursuant to 15 U.S.C. 780 (b)(11 )(A) as a broker-dealer with respect to transactions in
securities futures products; | **and that, therefore, under section 78ccc(a)(2)(A) of SIPA it is excluded from membership in SIPC.** **In the event of any subsequent change in the business of the undersigned broker-dealer that would terminate such broker-dealer's exclusion from membership in SIPC pursuant to section 78ccc(a)(2)(A) of SIPA, the undersigned broker-dealer will immediately give SIPC written notice thereof and make payment of all assessment thereafter required under section 78ddd(c) of SIPA.** [Z] By checking this box, you certify that you have the authority of the broker-dealer to sign this form; that all information in this form is true and complete; and that on behalf of the broker-dealer, you are authorized, and do hereby consent, to the storage and handling by SIPC of the data in accordance with SI PC's Privacy Policy. | CAPITAL & ESTATE MANAGEMENT INC | JOHN CHARLES UMBER | |---------------------------------|------------------------| | (Name of Broker-Dealer) | (Authorized Signatory) | | 1/2/2025 | CEO | | (Date) | (Title) | | | (813)230-1090 | | | (Phone No.) | Completion of the "Authorized Signatory'' line will be deemed a signature. Retain a copy of this completed form for a period of not less than 6 years, the latest 2 years in an easily accessible place. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.