# FORUM CAPITAL SECURITIES LLC X-17A-5 (2025-02-28) — Broker-dealer annual report - Company: FORUM CAPITAL SECURITIES LLC - Form: X-17A-5 - Filed: 2025-02-28 - Period: 2024-12-31 - Accession: 0001452463-25-000002 - CIK: 1143263 - File #: 8-53364 - Type: Broker-dealer - Material weakness: No - Auditor: Berkower, LLC - Auditor location: Iselin, NJ - Contact: Deborah O'Dea - Phone: (212) 290-1787 - Email: dodea@forumcp.com - Website: forumcp.com - Signed by: Jeffrey M Stern (Managing Member) Original filing: https://www.sec.gov/Archives/edgar/data/1143263/000145246325000002/public.pdf --- {0}------------------------------------------------ (A wholly - owned subsidiary of FCP Holdings LLC) #### STATEMENT OF FINANCIAL CONDITION AND REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM DECEMBER 31, 2024 {1}------------------------------------------------ **UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549** # **PART III** **FACING PAGE** **information Required Pursuant to Rules 17a-5, 17a-12, and 18a-7 under the Securities ExchangeAct of 1934** FILING FOR THE PERIOD BEGINNING 0 1/0 /2024 ANDENDJNG12/31/2024 | MM/DD/YY | MM/DD/YY | |----------|----------| **\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_A. REGISTRANTIDENTIFICATION \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_** ## NAME OF FIRM: Forum Capital Securities LLC TYPEOF REGISTRANT(check all applicable boxes): H Broker-dealer Security-based swap dealer Major security-based swap participant Check here If respondent is also an OTCderivatives dealer ADDRESSOF PRINCIPALPLACEOF BUSINESS:(Do not use a P.O. box no.) | 477 Madison
Avenue, | 6th Floor, PMB #6819_________ | | | | | | |---------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------|--------------------|---------------------------|--|--|--| | | (No.
and
Street) | | | | | | | New York | NY | | 10022 | | | | | (City) | (State) | | (Zip
Code) | | | | | PERSON
TO
CONTACT
WITH REGARDTO | THIS
FILING | | | | | | | Deborah
Q'Dea | (212)290-1787 | | dodea@forumcp.com | | | | | (Name) | - Telephone
(Area
Code
Number) | (Email Address) | | | | | | | B.
ACCOUNTANT
IDENTIFICATION | | | | | | | ACCOUNTANT whose reports
INDEPENDENT
PUBLIC
are contained
in this filing*
Berkower,
LLC _________________________________ | | | | | | | | (Name | - if individual,
state
last,
first,
and
middle | name) | | | | | | 517
Route
1,
Suite | 4103
Iselin | NJ | 08830 | | | | | (Address) | (City) | (State) | (Zip
Code) | | | | | 09/18/2003 | | 217 | | | | | | (Date
of Registration
with
PCAOB)(lfapplicable) | | (PCAOBRegistration | Number,
if applicable) | | | | | FOR
OFFICIALUSE
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. See17 CFR 240.17a-5(e)(l)(ii), if applicable. **Personswho are to respondto the collectionof information containedin thisform are not requiredto respondunlessthe form displaysa currently valid OMB control number.** ## **ANNUAL REPORTS FORM X-17A-5** \_\_\_\_\_\_OMB APPROVAL OMB Number: 3235-0123 Expires: Oct. 31, 2023 Estimated average burden hours per response: 12 SEC FILE NUMBER 8-53364 {2}------------------------------------------------ #### **OATH OR AFFIRMATION** | | M. Stern
the | | | | | |------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--| | | 1, Jeffrey
t swear (or affirm) that, to the best of my knowledge and belief,
Securities
LLC | | | | | | | financial report pertaining to the firm of Forum
Capital
, as of
*12/31
(or affirm)
2
024
t is
true and
correct. I
further
that neither
the
swear
company
nor any | | | | | | | ,
officer,
director,
the case
has
interest
classified
account | | | | | | | equivalent
may be,
any proprietary
in any
solely
partner,
or
person,
as
that of a
customer. | | | | | | as | 111
,
VALERIE
CUTRUFELLl | | | | | | | State
of Mew
Notary
Public.
York | | | | | | | Signature:
No 01CU6059146
Qualified
County
Q
/
in
New York | | | | | | | CommissionExoires
Mav
21,
20
'
— | | | | | | | Title: | | | | | | | Managing
Member
I
d
I//? | | | | | | | 17 | | | | | | | Notary
Public | | | | | | | | | | | | | This | (check
boxes):
filing**
contains
all applicable | | | | | | B | (a)
Statement
of
financial
condition. | | | | | | B | (b)
Notes
to consolidated
of
financial
condition.
statement | | | | | | □ | (c)
Statement
of
income
(loss)
if
there
is
other
comprehensive
income
in
the period(s)
presented,
of
statement
or,
a | | | | | | | in §
S-X).
comprehensive
income
(as
defined
210.1-02
of Regulation | | | | | | □ | (d)
Statement of cash
flows. | | | | | | □ | (e)
Statement of changes
in
stockholders' or
partners' or sole
proprietor's
equity. | | | | | | □ | (f)
Statement
of
changes
in
liabilities
subordinated
to claims
of creditors. | | | | | | □ | (g)
Notes
to consolidated
financial
statements. | | | | | | □ | (h)
Computation
of net capital
under
17
CFR
240.15c3-l
or 17 CFR
240.18a-l,
applicable.
as | | | | | | □ | (i) Computation
CFR
of tangible
net worth
under
17
240.18a-2. | | | | | | □ | (j)
Computation
for determination
of customer
requirements
to Exhibit
A
CFR
pursuant
to 17
240.15c3-3.
reserve | | | | | | □ | (k)
Computation
for determination
of security-based
requirements
to Exhibit Bto 17
CFR
240.15c3-3
pursuant
swap
reserve
or | | | | | | | Exhibit
A
to 17
CFR
240.18a-4,
applicable.
as | | | | | | | (I) Computation
to §
for Determination
of PABRequirements
under
Exhibit
A
240.15c3-3. | | | | | | | (m) Information
relating
possessionor control
requirements
for customers
under
CFR
to
17
240.15c3-3. | | | | | | | (n) Information
relating
to possessionor control
requirements
for security-based
under
17
CFR
customers
swap | | | | | | | 240.15c3-3(p)(2)
CFR
24O.18a-4,as
17
applicable.
or | | | | | | | FOCUSReport with computation
(o)
Reconciliations,
including
appropriate
explanations,
of
the
of net capital
tangible
net
or | | | | | | | worth
under
17
CFR
240.15c3-l,
17
CFR
240.18a-l,
17
CFR
240.18a-2,
applicable,
and
the
requirements
under
17
or
as
reserve | | | | | | | CFR
240.15c3-3
or 17
CFR
240.18a-4,
applicable,
if
material
differencesexist,
that no
material
differences
statement
as
or
a | | | | | | | exist. | | | | | | | Summary
(p)
of financial
data
for subsidiaries
not consolidated
in
the statement of
financial
condition. | | | | | | B | (q)
Oath or
affirmation
in accordance
with
17
CFR
240.17a-5,17
CFR
240.17a-12,
17
CFR
240.18a-7,
applicable.
or
as | | | | | | | (r) Compliance
in
accordance
with
17
CFR
240.17a-5
or 17
CFR
240.18a-7,
applicable.
report
as | | | | | | | (s)
CFR
CFR
Exemption
in
accordance
with
17
240.17a-5
or 17
240.18a-7,
applicable.
report
as | | | | | | B | (t)
Independent
public
accountant's
based
examination
of the statement
of
financial
condition.
report
on
an | | | | | | □ | (u)
Independent
public
accountant's
based
examination
of the financial
or financial
under
17
report
report
statements
on
an | | | | | | | CFR
240.17a-5,
17
CFR
240.18a-7,
17
CFR
240.17a-12,
applicable.
or
as | | | | | | □ | (v)
Independent
public
accountant's
based
examination
of certain
in
the compliance
report under
17
report
statements
on an | | | | | | | CFR
240.17a-5
or 17
CFR
240.18a-7,
applicable.
as | | | | | | □ | (w) Independent
of the exemption
CFR
public
accountant's
based
review
under
17
240.17a-5
or 17
report
report
on
a | | | | | | | CFR
240.18a-7,
applicable.
as | | | | | | | (x)
Supplemental
on applying
agreed-upon
procedures,
in accordance
with
CFR
240.15c3-le
CFR
reports
17
or 17
240.17a-12, | | | | | | | applicable.
as | | | | | | | (y)
Report
describing
material
inadequacies
found
to exist
found
to have
existed
since
the date of
the previous
audit,
any
or
or | | | | | - a statement that no material Inadequacies exist, under 17 CFR 240.17a-12(k). - (z) Other: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ □ - \*\*7b request *confidential treatment of certain portions of this filing, see 17 CFR240.17a-5(e)(3) or 17 CFR240.18a-7(d)(2), as applicable.* {3}------------------------------------------------ (A wholly - owned subsidiary of FCP Holdings LLC) #### **CONTENTS** | REPORT OF INDEPENDENT
REGISTERED
PUBLIC ACCOUNTING
FIRM | | | |------------------------------------------------------------------|-----|--| | Financial
Statement | | | | Statement of
Financial
Condition | 2 | | | Notes to the Statement of
Financial
Condition | 3-6 | | | | | | {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) #### **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To the Member of Forum Capital Securities LLC: #### *Opinion on the Financial Statement* We have audited the accompanying statement of financial condition of Forum Capital Securities LLC (the "Company") as of December 31, 2024 and the related notes (collectively referred to as the "Financial Statement"). In our opinion, the Financial Statement presents fairly, in all material respects, the financial position of the Company as of December 31, 2024 in conformity with accounting principles generally accepted in the United States of America. #### *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 Statement. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the Financial Statement. We believe that our audit provides a reasonable basis for our opinion. We have served as the Company's auditor since 2022. ZZz Berkower LLC Iselin, New Jersey February 27, 2025 {5}------------------------------------------------ #### **(A wholly - owned subsidiary of FCP Holdings LLC) STATEMENT OF FINANCIAL CONDITION** | December
31, 2024 | | | |------------------------------------------|------------------|--| | ASSETS | | | | Cash | 776,123
\$ | | | Investment banking
fees receivable | 2,305,222 | | | Due from Parent | 81,166 | | | Other assets | 5,109 | | | Total Assets | 3,167,620
\$_ | | | LIABILIITES
AND MEMBER'S
EQUITY | | | | Liabilities | | | | Accounts
payable and accrued expenses | 29,613
\$ | | | Total Liabilities | 29,613 | | | Member's
Equity | 3,138,007 | | | Total Liabilities and Member's
Equity | 3,167,620
\$ | | {6}------------------------------------------------ (A wholly - owned subsidiary of FCP Holdings LLC) **NOTES TO FINANCIAL STATEMENT December 31, 2024** #### **1. Nature of business** Forum Capital Securities LLC (the "Company"), a wholly owned subsidiary of FCP Holdings LLC (the "Parent"), is a broker-dealer registered with the Securities and Exchange Commission ("SEC") and is a member of the Financial Industry Regulatory Authority ("FINRA"), both effective September 6, 2001. The Company's business is primarily comprised of investment banking fees for private placement services, and strategic advisory services in connection with private placement of securities. The Company operates from an office located in New York, NY. #### **2. Summary of significant accounting policies** #### *Basis of Presentation* The financial statement has been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP"). #### *Revenue Recognition* The Company recognizes revenues in accordance with ASC *606, Revenue from Contracts with Customers.* The core principle of the revenue model is that an entity recognizes 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 and services, all according to customer agreements. Private placement fees are typically recognized upon the "successful" closing of the underlying securities placement transaction. At that point, the Company has satisfied its performance obligations; the transaction price is known or estimable; and the Company has determined that collection is probable. The Company may receive retainer and progress payments during the course of its private placement engagements. If such payments represent an advance on the success fee, revenue is recognized upon the successful placement closing. If such payments represent separate fees, revenue is recognized upon the Company's completion of its performance obligations per the customer agreement. The Company recognizes revenue on advisory services engagements as the Company completes its performance obligations stated in the customer agreement, subject to the Company's determination that collection is probable. #### *Investment Banking Fees Receivable* At December 31, 2024, Investment banking fees receivable amounted to \$2,305,222; primarily consisting of private placement success fees. These receivables are due for payment under the terms of the customer agreements as follows: 2025 - \$2,236,472: 2026 - \$45,833: and 2027 - \$22,917. The Company has the option to charge interest on long-term receivable balances, which it did not exercise during the year ended December 31, 2024. The Company concluded that no allowance for credit losses was required at December 31, 2024 based upon its assessment of the receivable balances in accordance with *ASC 326, Financial Instruments - Current Expected Credit Losses ("CECL").* This standard requires the immediate recognition of estimated credit losses expected over the life of the financial asset. {7}------------------------------------------------ (A wholly - owned subsidiary of FCP Holdings LLC) **NOTES TO FINANCIAL STATEMENT December 31, 2024** #### **2. Summary of significant accounting policies (continued)** The Company's collectability evaluation using the CECL framework considered factors such as historical experience, credit quality, age of balances, current and forecasted economic conditions, as well as other matters that reasonably affected the expectation of collectability. Based upon this broad CECL review, the Company's best judgment was that the receivables balance at December 31, 2024 was fully collectable. #### *Lease* The Company accounts for its lease agreements in accordance with ASG *842 Leases.* For the year ended December 31, 2024, the Company had no lease agreements subject to ASC *842.* The Company elected the option under ASC *842* to exclude leases with original terms of 12 months or less. The lease cost of such short-term leases is recognized on a straight-line basis. #### *Income Taxes* The Company is a single member limited liability company and treated as a disregarded entity for federal and state income tax reporting purposes. The Internal Revenue Code provides that the Company's income or loss is passed through to the member for income tax purposes. The Company is subject to the New York City Unincorporated Business Tax ("UBT"), which the Parent files on a consolidated basis and passes along the Company's applicable share. At December 31, 2024, management has determined that the Company had no uncertain tax positions that would require financial statement recognition. This determination is subject to ongoing reevaluation as facts and circumstances may require. The Company's tax returns are subject to examination by federal, New York State, and New York City tax authorities in accordance with the normal statute of limitations, which are generally three years from the filing date, meaning tax years 2021 through 2024 are open as of December 31, 2024. No tax examinations occurred during the year ended December 31, 2024. #### *Use of Estimates* The preparation of this financial statement in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statement. Actual results could differ from those estimates. #### **3. Fair value of financial instruments** Financial instruments including investment banking fees receivable are carried at amounts that approximate fair value due to generally negligible credit risk and the interest charge option. See Note 2. {8}------------------------------------------------ (A wholly - owned subsidiary of FCP Holdings LLC) **NOTES TO FINANCIAL STATEMENT December 31, 2024** #### **4. Segment Reporting** The Company is engaged in a single line of business as a securities broker-dealer, which is comprised of the private placement of securities. The Company has identified the 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 5), which is not a measure of profit and loss, to make operational decisions while maintaining capital adequacy, such as whether to reinvest profits or withdraw funds. The Company's operations constitute a single operating segment and therefore, a single reportable segment, because the CODM manages the business activities using information of the Company as a whole. The accounting policies used to measure the profit and loss of the segment are the same as those described in the summary of significant accounting policies. The Company derived 50% of its total revenues from a single external customer in 2024. #### **5. Net capital requirement** The Company is subject to the SEC Uniform Net Capital Rule 15c3-1. This rule requires the maintenance of minimum net capital and that the ratio of aggregate indebtedness to net capital, both as defined, shall not exceed 15 to 1. Further, equity capital may not be withdrawn if the resulting net capital ratio would exceed 10 to 1. At December 31, 2024, the Company's net capital was \$746,510 which was \$741,510 in excess of its minimum requirement of \$5,000. The Company's ratio of aggregate indebtedness to capital was 0.04 to 1. #### **6. Related party transactions** Pursuant to a services agreement, the Parent provides various services on behalf of the Company. The Company reimburses the Parent for all expenses which the Broker-Dealer retains a direct or indirect benefit. These include professional services, physical premises, utilities, the use of fixed assets, travel, insurance, subscriptions, taxes, personnel and other general and administrative services for which the Company pays the Parent. A schedule of expenses to be reimbursed is prepared on a monthly basis. For the year ended December 31, 2024, the Company's expenses under the services agreement amounted to \$600,110, which are included in the appropriate expense accounts on the accompanying Statement of Operations. At December 31, 2024, the Company was due \$81,166 from the Parent under the services agreement, which is included in Due from Parent on the accompanying Statement of Financial Condition. #### **7. Concentrations** The Company periodically maintains significant cash balances in a single financial institution, which at times may exceed federally insured limits. Management does not anticipate any material losses as a result of this concentration. For the year ended December 31, 2024, 100% of revenues earned were from three customers. Approximately 11% of investment banking fees receivable at December 31, 2024 is owed from one of these customers and 85% is owed from another two customers. {9}------------------------------------------------ (A wholly - owned subsidiary of FCP Holdings LLC) **NOTES TO FINANCIAL STATEMENT December 31, 2024** #### **8. Profit Sharing 401(k) Plan** The Parent maintains a defined contribution retirement plan under Internal Revenue Code Section 401(k). Employees are eligible to contribute a specified percentage of their salary, not to exceed the statutory limit, to the plan. The Parent made employer contributions for the Company in the amount of \$10,800 on behalf of its employees to the plan in accordance with the plan document. Such amount is included in the services agreement. #### **9. Recently Issued Accounting Pronouncements** The Company is subject to ongoing revisions to the GAAP standards in effect applicable to the preparation of its financial statements. The Company has either evaluated or is currently evaluating the impact of pending FASB pronouncements. The Company believes that these future standards will not have a material impact on its financial statements. #### **10. Subsequent Events** The Company has evaluated subsequent events through the date the financial statements were issued. For the period from January 1, 2025 through February 27, 2025, there were \$500,000 in capital withdrawals. No other material subsequent events occurred during this period that were required to be recognized or disclosed in the Company's financial statements. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.