# OASIS PRO MARKETS LLC X-17A-5 (2024-03-29) — Broker-dealer annual report

- Company: OASIS PRO MARKETS LLC
- Form: X-17A-5
- Filed: 2024-03-29
- Period: 2023-12-31
- Accession: 0001456250-24-000001
- CIK: 1456250
- File #: 8-68164
- Type: Broker-dealer
- Material weakness: No
- Auditor: RSM US LLP
- Auditor location: New York, NY
- Contact: Pat LaVecchia
- Phone: 203 247 6700
- Email: pat@oasispromarkets.com
- Website: oasispromarkets.com
- Signed by: Pat LaVecchia (CEO)

Original filing: https://www.sec.gov/Archives/edgar/data/1456250/000145625024000001/opmpublic.pdf

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# OASIS PRO MARKETS LLC

STATEMENT OF FINANCIAL CONDITION

DECEMBER 31, 2023

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![](_page_1_Picture_0.jpeg)

### Report of Independent Registered Public Accounting Firm

RSMUSILLP

To the Members of Oasis Pro Markets LLC

### Opinion on the Financial Statement

We have audited the accompanying statement of financial condition of Oasis Pro Markets LLC (the Company) as of December 31, 2023, and the related notes (collectively, 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, 2023, 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 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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement 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.

### Substantial Doubt About the Company's Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations and has stated that substantial doubt exists about the company's ability to continue as a going concern. Management's evaluation of the events and conditions and management's plans regarding these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.

# RSM US LLP

We have served as the Company's auditor since 2020.

Chicago, Illinois March 29, 2024

THE POWER OF BEING UNDERSTOOD AUDIT TAX CONSULTING

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**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-S PART Ill**

| SEC FILE NUMBER |
|-----------------|
| 8-68164         |

| Information Required Pursuant to Rules 17a-5, 17a-1Z, and 18a-7 under the Securities Exchange Act of 1934                           | FACING PAGE                   |    |                                         |  |
|-------------------------------------------------------------------------------------------------------------------------------------|-------------------------------|----|-----------------------------------------|--|
| FILING FOR THE PERIOD BEGINNING O 1/01/2023                                                                                         |                               |    | AND ENDING 12/31/2023                   |  |
|                                                                                                                                     | MM/DD/VY                      |    | MM/DD/VY                                |  |
|                                                                                                                                     | A. REGISTRANT IDENTIFICATION  |    |                                         |  |
| NAME oF FIRM: _O_a_s_is_P_r_o_M_a_r_ke_t_s_L_L_C                                                                                    |                               |    | ____________<br>_                       |  |
| TYPE OF REGISTRANT (check all applicable boxes):<br>~ Broker-dealer<br>D Check here if respondent is also an OTC derivatives dealer | D Security-based swap dealer  |    | D Major security-based swap participant |  |
| ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.)                                                                 |                               |    |                                         |  |
| 1 Thorndal Circle                                                                                                                   |                               |    |                                         |  |
|                                                                                                                                     | (No. and Street)              |    |                                         |  |
| Darien                                                                                                                              |                               | CT | 06820                                   |  |
| (City)                                                                                                                              | (State)                       |    | (Zip Code)                              |  |
| PERSON TO CONTACT WITH REGARD TO THIS FILING                                                                                        |                               |    |                                         |  |
| Pat Lavecchia                                                                                                                       | 203 247 6700                  |    | Pat@oasispromarkets.com                 |  |
| (Name)                                                                                                                              | (Area Code -Telephone Number) |    | (Email Address)                         |  |
|                                                                                                                                     | B. ACCOUNTANT IDENTIFICATION  |    |                                         |  |
| INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing*                                                           |                               |    |                                         |  |

# RSM US LLP

|                                                                                                                        | (Name - if individual, state last, first, and middle name) |         |                                            |
|------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------|---------|--------------------------------------------|
| 4 Times Square, 151 W 42nd Street New York                                                                             |                                                            | NY      | 10036                                      |
| (Address)                                                                                                              | (City)                                                     | (State) | (Zip Code)                                 |
| 9-23-2003                                                                                                              |                                                            | 49      |                                            |
|                                                                                                                        |                                                            |         | (PCAOB R,g;~,atioo N,mbe,, ;f appUrabl,) I |
|                                                                                                                        | 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-5(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.** 

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### **OATH OR AFFIRMATION**

| financial report pertaining to the firm of<br>1"2/31 | ~<br>Oasis Pro Markets LLC                                                                                                        | ~<br>is true and corre t. I further swear (or affirm) that neither the company nor any     | as of |
|------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------|-------|
|                                                      |                                                                                                                                   |                                                                                            |       |
| partner, officer,-director, or equival               |                                                                                                                                   | t person, as the case ma be, has any proprietary interest in any account classified solely |       |
| as that of a custoo,er.<br>My                        | Melanie<br>Anne<br>Bryson<br>Public<br>Notary<br>~<br>Commission<br>Expires<br>-~f.,,J<br>1.7---,<br>1::>,<br>tate of Connecticut | ~<br>~<br>Signature:<br>~-~-----<br>~-------,<br>T-it-le_:_7~<br>,.-<br>cEo                |       |

### **This filing\*\* contains (check all applicable boxes):**

- **!!!ii** (a) Statement of financial condition.
- **!!!ii** (b) Notes to consolidated statement offinancial condition.
- D (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 (d) Statement of cash flows.
- D (e) Statement of changes in stockholders' or partners' or sole proprietor's equity.
- D (f) Statement of changes in liabilities subordinated to claims of creditors.
- D (g) Notes to consolidated financial statements.
- D (h) Computation of net capital under 17 CFR 240.15c3-1 or 17 CFR 240.18a-l, as applicable.
- D (i) Computation of tangible net worth under 17 CFR 240.18a-2.
- D (j) Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.15c3-3.
- D (k) Computation for determination of security-based swap reserve requirements pursuant to Exhibit B to 17 CFR 240.15c3-3 or Exhibit A to 17 CFR 240.18a-4, as applicable.
- D (I) Computation for Determination of PAB Requirements under Exhibit A to § 240.15c3-3.
- D (m) Information relating to possession or control requirements for customers under 17 CFR 240.15c3-3.
- D (n) Information relating to possession or control requirements for security-based swap customers under 17 CFR 240.15c3-3(p)(2) or 17 CFR 240.18a-4, as applicable.
- D (o) Reconciliations, including appropriate explanations, of the FOCUS Report with computation of net capital or tangible net worth under 17 CFR 240.15c3-1, 17 CFR 240.18a-1, or 17 CFR 240.18a-2, as applicable, and the reserve requirements under 17 CFR 240.15c3-3 or 17 CFR 240.18a-4, as applicable, if material differences exist, or a statement that no material differences exist.
- D (p) Summary of financial data for subsidiaries not consolidated in the statement of financial condition.
- **!!!ii** (q) Oath or affirmation in accordance with 17 CFR 240.17a-5, 17 CFR 240.17a-12, or 17 CFR 240.18a-7, as applicable.
- D (r) Compl iance report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable.
- D (s) Exemption report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable.
- **!!!ii** (t) Independent public accountant's report based on an examination of the statement of financial condition.
- D (u) Independent public accountant's report based on an examination of the financial report or financial statements under 17 CFR 240.17a-5, 17 CFR 240.18a-7, or 17 CFR 240.17a-12, as applicable.
- D (v) Independent public accountant's report based on an examination of certain statements in the compliance report under 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable.
- D (w) Independent public accountant's report based on a review of the exemption report under 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable.
- D (x) Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.15c3-le 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). D (z) Other: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \_
- 

<sup>\*\*</sup>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.

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# OASIS PRO MARKETS LLC

### DECEMBER 31, 2023

### TABLE OF CONTENTS

| Report of Independent Registered Public Accounting Firm |     |
|---------------------------------------------------------|-----|
| Financial Statements:                                   |     |
| Statement of Financial Condition                        |     |
| Notes to Financial Statement                            | 2-7 |

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### OASIS PRO MARKETS LLC STATEMENT OF FINANCIAL CONDITION DECEMBER 31, 2023

### ASSETS

| Cash<br>Fixed Assets<br>Security deposit<br>Due from parent<br>Prepaid expenses and other assets<br>Right of use asset | \$ 1,056,872<br>20,185<br>1,200<br>318,000<br>62,823<br>63,310 |
|------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------|
| Total assets                                                                                                           | \$ 1,522,390                                                   |
| LIABILITIES AND MEMBERS' EQUITY<br>Liabilities:                                                                        |                                                                |
| Accounts payable and accrued expenses<br>Severance liability<br>Right of use liability<br>Total liabilities            | S<br>523,274<br>288,000<br>63,310<br>874,584                   |
| Members' equity                                                                                                        | 647,806                                                        |
| Total liabilities and members' equity                                                                                  | \$ 1,522,390                                                   |

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### 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

Oasis Pro Markets LLC (the "Company") is a registered broker-dealer with the Securities and Exchange Commission (SEC) and is a member of the Financial Industry Regulatory Authority, Inc. (FINRA).

The Company's ownership is 99% owned by Oasis Pro, Inc. and 1% owned by KTTB LLC, and a new operating agreement was executed pursuant to the new structure. The current ownership structure was approved by FINRA in August 2019. The Company intends to operate an Alternative Trading System (ATS) platform that matches buyers and sellers (on an agency basis) of registered and unregistered exempt securities that may be represented on a blockchain in digital form; as well as over-the-counter ("OTC") corporate equity and debt securities.

### GOING CONCERN 2.

As an SEC-registered and FINRA member broker-dealer, the Company must maintain net capital on a daily basis in accordance with the SEC Uniform Net Capital Rule "(See Note 8)". The accompanying financial statements have been prepared assuming that the company will continue as a going concern. As stated above the company has suffered reoccurring losses from operations that raise substantial doubt about its ability to continue as a going concern. It is the intention of the parent company to continue to support and operate the Company for the twelve-month period from the date that these financial statements are issued and contribute the necessary capital to maintain the operations, fund its ongoing expenses and meet the net capital requirements of the SEC's Uniform Net Capital Rule. The firm also expects that it will start generating revenue in 2024. There is no guarantee the parent will be able to obtain capital at terms acceptable to the parent, if at all. At the date the financial statements were available to be issued, there were no firm commitments related to revenues.

# 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

# Use of Estimates

The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make reasonable estimates and assumptions that affect the reported amounts of the assets and liabilities and disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses at the date of the financial statements and for the period they include. Actual results may differ from these estimates.

# Cash

For the purpose of calculating changes in cash flows, cash includes all cash balances and highly liquid short-term investments with original maturity date of three months or less. The Company maintains its cash in bank deposit accounts, which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash.

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### OASIS PRO MARKETS LLC NOTES TO THE FINANCIAL STATEMENT DECEMBER 31, 2023

### 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

### Leases

The Company accounts for lease agreements in accordance with ASC 842 Leases, which recognizes two types of leases - finance leases and operating leases. The standard requires that a lessee recognize an asset and liability balance on the statement of financial condition relating to leases with terms of more than twelve months. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee will depend on its classification as a finance or operating lease.

Right of use assets ("ROU") represent the right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Present value is typically computed using the Company's incremental borrowing rate because the lease implicit rate is not available.

### 4. RIGHT OF USE ASSET AND LEASE LIABILITY

The Company entered into a new lease agreement of its main office for the three years ended November 30, 2024. In accordance with ASC 842, Leases, the Company classified the lease as an operating lease. The Company has reviewed and based the right of use asset and lease liabilities, primarily, on the present value of unpaid future minimum lease payments. In accordance with the guidance, the Company has a right of use asset of \$63,310, offset by a lease liability of \$63,310 on its balance sheet as of December 31, 2023. The present value of the existing operating lease was determined by using the incremental collateralized borrowing rate of December 1, 2023 of 4.25%.

A reconciliation of operating lease liabilities by minimum lease payments and discount amount by year, as of December 31, 2023, are as follows:

| Minimum Lease Pavments  |  |             |                                         |          |  |              |  |
|-------------------------|--|-------------|-----------------------------------------|----------|--|--------------|--|
| Year Ending December 31 |  | Lease       | Discount Amount          Lease Liabiliv |          |  |              |  |
| 2024                    |  | 66.000.00 - |                                         | 2,690.00 |  | \$ 63.310.00 |  |

### CONTINGENCIES ப

The Company evaluates contingencies on an ongoing basis. At December 31, 2023, the Company is not aware of any contingent liabilities that could have a subsequent material adverse effect on the results of operations.

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### OASIS PRO MARKETS LLC NOTES TO THE FINANCIAL STATEMENT DECEMBER 31, 2023

### 6. EQUITY INCENTIVE PLAN

Effective September 29, 2021, Oasis Pro Inc. ("Parent"), entered into an employment agreement with the officers of the Company which granted the officers and employees stock options to purchase shares of common stock of the Parent. During the year ended December 31, 2023, the Parent granted 680,000 shares to the officers/employees with a strike price of \$1.41 a share. The fair value of equity interest was calculated as \$0.799 at the effective date of the original grant. The equity grants carry an expiration of ten years after the grant date and are contingent on the officers' or employees' continuous employment with the parent and vest over four years from the effective date, although compensation cost is realized from the grant date, if the grant date is after the effective date.

Activity related to stock options for 2023 is as follows:

|                                  | DIGI Co   |
|----------------------------------|-----------|
| Outstanding, beginning of period | 1,771,406 |
| Granted                          | 680,000   |
| Exercised in 2023                | (70,214)  |
| Expired/forfeited                | (885,173) |
| Outstanding, end of period       | 1,496,019 |
| Exercisable, end of period       | 387,841   |
|                                  |           |

### 7. RISK AND UNCERTAINTIES

In the normal course of business, the Company enters into contracts that contain a variety of representations and warranties that provide indemnifications under certain circumstances. The Company's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Company that have not yet occurred. The Company expects the risk of future obligation under these indemnifications to be remote.

The Company intends to commence processing revenue in the second quarter of 2024. It has generated operating losses during the most recent years ended December 31, 2023 and 2022. There are risks related to commencing any new business including attracting and retaining new employees, creating an efficient operations platform, acceptance by the marketplace of the business created, and its ability to generate profitable operations and positive cash flows.

# 8. NET CAPITAL REQUIREMENTS

The Company is subject to the uniform net capital requirements of Rule 15c3-1 of the Securities and Exchange Act, as amended, which requires the Company to maintain, at all times, sufficient liquid assets to cover indebtedness. In accordance with the Rule, the Company is required to maintain defined minimum net capital of the greater of \$250,000 or 6 2/3% of aggregate indebtedness.

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### OASIS PRO MARKETS LLC NOTES TO THE FINANCIAL STATEMENT DECEMBER 31, 2023

### 8. NET CAPITAL REQUIREMENTS (continued)

At December 31, 2023, the Company had net capital, as defined, of \$245,597, which is below the required minimum net capital of \$250,000 by (\$4,403). Aggregate indebtedness at December 31, 2023 totaled \$811,274. The Company's percentage of aggregate indebtedness to net capital was 330.33%.

### 9. RELATED PARTY TRANSACTIONS

The Company and the Parent entered into an expense sharing agreement in November of 2023, and will be effective in 2024. This allows for expenses to be more ratably shared among entities.

In 2023, the Parent paid certain payroll related expenses on the Company's behalf. The Company recognized these expenses in compensation in the Statement of Operations, and the Company's liability to the Parent was converted to a non-cash contribution to the Company.

As expenses are incurred by either the Company or the Parent, a receivable or payable is created to account for the proper allocation of expenses. At December 31, 2023, there was a receivable from the Parent which primarily consisted of the Parent's share of the expense associated with a severance payment paid to a former employee.

### 10. SUBSEQUENT EVENTS

Management of the Company has evaluated events and transactions that may have occurred since December 31, 2023 and through date of issuance. Management has determined that there are no material events that would require disclosures in the Company's financial statements.


Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.
