# WOODSIDE CAPITAL SECURITIES LLC X-17A-5 (2024-04-01) — Broker-dealer annual report

- Company: WOODSIDE CAPITAL SECURITIES LLC
- Form: X-17A-5
- Filed: 2024-04-01
- Period: 2023-12-31
- Accession: 0001478895-24-000001
- CIK: 1478895
- File #: 8-68469
- Type: Broker-dealer
- Material weakness: No
- Auditor: Cropper Accountancy
- Auditor location: Walnut Creek, CA
- Contact: Elizabeth Collins
- Phone: 4152469169
- Email: rudy@woodsidecap.com
- Website: woodsidecap.com
- Signed by: Rudy Burger (Managing Director)

Original filing: https://www.sec.gov/Archives/edgar/data/1478895/000147889524000001/woodside2023.pdf

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FINANCIAL STATEMENTS

DECEMBER 31, 2023

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#### **UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington,** D.C. **20549**

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### **ANNUAL REPORTS FORM X-17A-5 PART Ill**

SEC FILE NUMBER 8-68469

**FACING PAGE** 

**Information Required Pursuant to Rules 17a-s, 17a-12, and 18a-7 under the securities Exchange Act of 1934** 

| FILING FOR THE PERIOD BEGINNING                                                                                                                                     | ___                                                        | 0=-1'-'-/0=-1  /2=3'--_ AND ENDING      | __                    | ____.:1~2!::/3::,.1:.:/2=3'---_            |  |
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|                                                                                                                                                                     | MM/DD/VY                                                   |                                         |                       | MM/DD/VY                                   |  |
|                                                                                                                                                                     | A. REGISTRANT IDENTIFICATION                               |                                         |                       |                                            |  |
| NAME OF FIRM: Woodside Capital Securities LLC                                                                                                                       |                                                            |                                         |                       |                                            |  |
| TYPE OF REGISTRANT (check all applicable boxes):<br>• security-based swap dealer<br>~ Broker-dealer<br>D Check here if respondent is also an OTC derivatives dealer |                                                            | D Major security-based swap participant |                       |                                            |  |
| ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.)                                                                                                 |                                                            |                                         |                       |                                            |  |
| 2650 Birch Street, Suite 100                                                                                                                                        |                                                            |                                         |                       |                                            |  |
|                                                                                                                                                                     | (No. and Street)                                           |                                         |                       |                                            |  |
| Palo Alto                                                                                                                                                           | California                                                 |                                         |                       | 94306                                      |  |
| (City)                                                                                                                                                              | (State)                                                    |                                         |                       | (Zip Code)                                 |  |
| PERSON TO CONT ACT WITH REGARD TO THIS FILING                                                                                                                       |                                                            |                                         |                       |                                            |  |
| Rudolph E. Burger                                                                                                                                                   | (650) 513-2755                                             |                                         | rudy@woodsidecap.com  |                                            |  |
| (Name)                                                                                                                                                              | (Area Code-Telephone Number)                               |                                         | (Email Address)       |                                            |  |
|                                                                                                                                                                     | B. ACCOUNTANT IDENTIFICATION                               |                                         |                       |                                            |  |
| INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing•                                                                                           |                                                            |                                         |                       |                                            |  |
| Cropper Accountancy Corporation                                                                                                                                     |                                                            |                                         |                       |                                            |  |
|                                                                                                                                                                     | (Name - if individual, state last, first, and middle name) |                                         |                       |                                            |  |
|                                                                                                                                                                     |                                                            |                                         |                       |                                            |  |
| 2700 Ygnacio Valley Blvd, Suite 270<br>(Address)                                                                                                                    | Walnut Creek<br>(City)                                     |                                         | California<br>(State) | 94598<br>(Zip Code)                        |  |
|                                                                                                                                                                     |                                                            |                                         |                       |                                            |  |
| Marcil 4, 2009<br>(Date of Re11istration with PCAOB)(if applicable)                                                                                                 |                                                            |                                         | 3381                  | (PCAOB Registration Number, if appllcable) |  |
|                                                                                                                                                                     | FOR OFFICIAL USE ONLY                                      |                                         |                       |                                            |  |
|                                                                                                                                                                     |                                                            |                                         |                       |                                            |  |
| • Oaims 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.

**Penon1** who.,. to respond to the collection of Information contelned In this form •re not requited to respond unleu the fwm **dlaplay,** • wrrenUy valid OMI control number.

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### ı, Rudolph E. Burger

### OATH OR AFFIRMATION

() Stateller L. Burger swear (or affirm) that, to the best of my knowledge and belief, the l
de Capital Securities LLC of anning to the firm of Woodside Capital Securities LL (rites LL of my knowled, the State, the State, the State, the States, of States, of States, of States, of States, of S partner, officer, director, or equival Securities LLC
partner, officer, director, or equivale or entre and correct. I further help has nelles may normal promon your normal yo as that of a customer.

SEE ATTACHAD JURAT

Notary Public

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

- (a) Statement of financial condition.
- □ (b) Notes to consolidated statement of financial condition.
- 20 (c) Statement of income (loss) or, if there is other comprehensive in the period(s) presented, a statement of
 comprehensive income (loss) or, if there is other comprehens
- comprehensive income (as defined in § 210.1-02 of Regulation S-X).
(d) Statement of cash flows (d) Statement of cash flows.
- 
- D (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 240.15c3-1 or 17 CFR 240.18a-1, as applicable.
- [ (i) Computation of tangible net worth under 17 CFR 240.138-2.
- [] Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.15c3-3.
[] (k) Computation for determination of seavity has a
- (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 annlicable Exhibit A to 17 CFR 240.18a-4, as applicable.
- □ (l) Computation for Determination of PAB Requirements under Exhibit A to § 240.15c3-3.
- (m) Information relating to possession or control requirements for customers under 17 CFR 240.15c3-3.
- [1] Information relating to possession or control requirements for security-based wap customers under 17 CFR 240.15c3-3(p)(2) or 17 CFR 240.18a-4, as applicable.
- (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 difficences. exist.
- [ (p) Summary of financial data for subsidiaries not consolidated in the statement of financial condition.
- (q) Oath or affirmation in accordance with 17 CFR 240.17a-5, 17 CFR 240.17a-12, or 17 CFR 240.18a-7, as applicable.
- [r) Compliance report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable.
- (s) Exemption report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable.
- [t) Independent public accountant's report based on an examination of the statement of financial condition.
- (u) Independent public accountant's report based on an examination of the financial statements under 17 CFR 240.17a-5, 17 CFR 240.18a-7, or 17 CFR 240.17a-12, as applicable.
- [] {y] 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.
- (w) Independent public accountant's report based on a review of the exemption report under 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable.
- [x] Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.17-12, as applicable.
- [ {y} Report describing any material inadequacies found to exist or found to have existed since the date of the previous audit, or a statement that no material inadequacies exist, under 17 CFR 240.17a-12(k).
- [ (z) Other:

\*\* To request confidential treatment of this filing, see 17 CFR 240.17a-5(e)(3) or 17 CFR 240.18o-7(d)(2), as applicable.

Signature: Title: MANGING P firer

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#### JURAT

A nowy public or other officer completing this certificate verifies only the identity of **the** individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, **or wlidity** of that document

State of California County of ~ u,~ \_\_ '

2oL\.{, by

proved to me on the basis of satJsfad:ory evidence to be the person(s) who appeared before me.

| J ·"" ,•'1.,6<br>• | CATHY M. WONG · • 1<br>•     |   |
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| -<br>.1'           | COMM. #2403771               | z |
| ~ t -~<br>f _      | Notary Public • California ~ |   |
| z<br>,             | Santa Clara County           |   |
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(Seal) Signature \_\_\_\_ ~-= **l, \_-,.,.-\_\_\_\_\_\_\_ \_**  ~~

Optional information. This certificate is attached to:

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#### **TABLE OF CONTENTS**

| Report oflndependent Registered Public .-\ccounting Firm                                                                                                                       |     |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----|
| Statement of financial Condition                                                                                                                                               | 2   |
| Statement of Income                                                                                                                                                            | 3   |
| Statement of Changes in ~[ember's Equity                                                                                                                                       | 4   |
| Statement of Cash Flows                                                                                                                                                        | s   |
| : otes to the Financial Statements                                                                                                                                             | 6-9 |
| Supporting Schedules                                                                                                                                                           | 10  |
| Schedule I:                                                                                                                                                                    | 11  |
| Computation of Net Capital Under Rule 1Sc3-1<br>of the Securities and Exchange Commission                                                                                      |     |
| Reconciliation with Company's Net Capital Computation                                                                                                                          |     |
| Schedule II:                                                                                                                                                                   | 12  |
| Computation for Determination of the Reserve Requirements<br>and Information Relating to Possession or Control<br>Requirements for Brokers and Dealers Pursuant to Rule 1Sc3-3 |     |
| Rt"\;t'\v Report of the Independent Public Accounting Firm                                                                                                                     | 13  |
| SE.-\ Rule 1Sc3-3 Exemption Report                                                                                                                                             | 14  |

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![](_page_5_Picture_0.jpeg)

2700 **Ygnacio** Valley **Road, Sle** 270 Walnol **Creek, CA 94598**  (925) 932-3860 let (925) •**76-9930 efax**  www.cropperaccountEncy.com

#### REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Member of Woodside Capital Securities LLC

#### **Opioion on the Financial Statements**

We have audited the accompanying statement of financial condition of Woodside Capital Securities LLC as of December 31, 2023, the related statements of income, changes in member's equity, and cash flows for the year then ended, and the related notes and schedules\_( collectively referred to as the "financial statements"). J n our opinion, the financial statements present fairly, in all material respects, the financial position of Woodside Capital Securities LLC as of December 31, 2023, and the results of its operations and its cash flows for the year then ended in confonnity with accounting principles generally accepted in the United States of America.

#### **Basis for Opinion**

These financial statements are the responsibility of Woodside Capital Securities LLC's management. Our responsibility is to express an opinion on Woodside Capital Securities LLC's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to Woodside Capital Securities LLC in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perfonn the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

#### **Auditor's Report on Supplemental Information**

The supplemental information contained in Schedule I - Computation of Net Capital Under Rule l Sc3-l of the Securities and Exchange Commission and Schedule II - Computation for Determination of the Reserve Requirement and Information Relating to Possession or Control Requirements for Broker Dealers Pursuant to Rule J 5c3-3 has been subjected to audit procedures performed in conjunction with the audit of Woodside Capital Securities LLC's financial statements. The supplemental information is the responsibility of Woodside Capital Securities LLC's management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and perfonning 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 supplement.al information, including its form and content, is presented in conformity with 17 C.F.R. § 40.17 - S. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the finaodal sUJt,meots"" a whole. **l** 

**~~:i~TION** 

We have served as Woodside Capital ccuritic LL 's audllor since 20 18. Walnut Creek, California March 28, 2024

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#### STATEMENT OF FINANCIAL CONDITION FOR THE DECEMBER 31, 2023 PH 31, 2023

#### ASSETS

| Cash Cast              | \$ | 260,725      |
|------------------------|----|--------------|
| Receivable from member |    | 3,526,460    |
| Prepaid expense        |    | 174          |
| Total assets           |    | \$ 3,787,359 |
| 10431 2400             |    |              |
|                        |    |              |

#### LIABILITIES AND MEMBER'S EQUITY

| Liabilities                           |   |           |
|---------------------------------------|---|-----------|
| Accounts payable and accrued expenses | 8 | 21,736    |
| Commissions payable                   |   | 16,232    |
| Total liabilities                     |   | 37,968    |
| Member's equity                       |   | 3,749,391 |
| Total liabilities and member's equity |   | 3,787,359 |

The accompanying notes are an integral part of these financial statements.

1

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#### STATEMENT OF INCOME FOR THE **YEAR** ENDED DECEMBER 31, 2023

| REVENUE                  |                 |
|--------------------------|-----------------|
| Im·esnnent banking fees  | 1,145,955<br>\$ |
| Interest income          | 1               |
| Total revenue            | 1,-145,956      |
| EXPENSES                 |                 |
| Commissions              | 585,000         |
| Credit loss              | 273,500         |
| Compensation             | 97,02:9         |
| Regulatory fees          | 2:9,015         |
| Professional fees        | 53,320          |
| Other operating e~1>emes | 87,611          |
| Total expenses           | 1,125,475       |
| :--Jet income            | 320,481         |
|                          |                 |

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#### STATEMENT OF CHANGES IN MEMBER'S EQUITY FOR THE YEAR ENDED DECEMBER 31, 2023

| · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · ·  |                                                                                |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------|
| Member's equity, as of January 1, 2023                                                                                                                                         | 3,428,910                                                                      |
| Net income and a comments and values and                                                                                                                                       | 320,481                                                                        |
| Member's equity, as of December 31, 2023                                                                                                                                       | 3,749,391                                                                      |
| Fri Parts Prescures in<br>D 2011 - 11:<br>Server 1 - 11 15089<br>Classis - 1981-1991                                                                                           | 1 25<br>900 1 08<br>1,847                                                      |
| 图片图 时时 心   山川   图<br>ישרים אוניות בית בונותם חוצים י מאריים ל                                                                                                                  | (194 -                                                                         |
| വടി നാലുക പ്രവേശമ്യ ഒന്നാല്‍ ഒന്നും പ                                                                                                                                          | 创新闻网                                                                           |
| - 1-2 2 16-1 29 11/2 1/1 1/1 1/2 1/2 1/2 1/2 1/2 1/2 1/2 1/2 1/2 1/2 1/2 1/2 1/2 1/2 1/2 1/2 1/2 1/2 1/2 1/2 1/2 1/2 1/2 1/2 1/2 1/2 1/2 1/2 1/2 1/2 1/2 1/2 1/2 1/2 1/2 1/2 1 | ে বিশ্ববিদ্যালয়ের মাধ্যমে স্বামী বাংলাদেশ করে না। এরপর প্রথম বিশ্বকাপে প্রায় |
| 2 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1  | 1 88 M (161                                                                    |
| at 1979 - 1997 - 1997 - 1997 - 1992 - 1992 - 1992 - 1992                                                                                                                       |                                                                                |
|                                                                                                                                                                                |                                                                                |

The accompanying notes are an integral part of these financial statements.

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#### **STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2023**

| CASH FLOWS FROM OPERATING ACTIVITIES          |    |            |
|-----------------------------------------------|----|------------|
| Net income                                    | \$ | 320,-t81   |
| .\djusonents to reconcile net income          |    |            |
| to net cash provided by operating activities: |    |            |
| (Increase) decrease in:                       |    |            |
| Due from officer                              |    | 3,333      |
| Receivable from member                        |    | (989,.t38) |
| Prepaid expense                               |    | 1,262      |
| Increase (decrease) in:                       |    |            |
| _\ccoWJts payable and accrued expenses        |    | (19,-H6)   |
| Net cash used in operating activities         |    | (683,838)  |
| Net decrease in cash                          |    | (683,838)  |
| Cash, beginning of year                       |    | 9-M,563    |
| Ca.im, end of year                            | s  | 260,725    |
| SUPPLEMENTAL CASH DISCLOSURES                 |    |            |
| Taxes paid                                    | \$ |            |
| Interest p:ud                                 |    |            |
|                                               |    |            |

'I ht a ()mpa11yi11g 1101e~ arc an 11111·gr:1l pan of tlw~l' li11a11 ml sta1t•11w111~

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#### **NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2023**

#### **1. Organization and Operation**

\~'oodside Capital Securities LLC (the "Company") is a Delaware limited liability company formed in ~u~st 2009 and wholly owned by \'( oodside Capital Partners International LLC (the "Member'} As a lirruted liability company, the liability of the Member is limited to the value of the membership mterest. The Company i~ a broker-dealer registered with the Securities and Exchange Commission ("SEC") and the Financial Industry Regulatory Authority, Inc. ("FINRA") on October 28, 2010.

The Company, located in Pa.lo Alto, Califomia, acts as an intermediary and advisor in merger and acquisition transactions executed in the software, hardware, and life sciences marketplaces.

#### **2. Significant Accounting Policies**

#### *Basis of Presentation*

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP'').

### *Use of Estimates*

The preparation of financial statements in confon11ity with U.S. GAAP may require management to make estimates and assumptions that affect certain reported amounts and disclosures during the reporting period. Actual results could differ from those estimates.

#### *Fair Value of Financial Instruments*

Unless otherwise indicated, the fair nuues of all reported assets and liabilities that represent financial instruments (none of which are held for trading purposes) approximate the cart')~ng values of such amounts.

#### *Cash and Cash Equivalents*

For purposes of the statement of cash flows, the Company considers all highly liquid investments, with a maturity of three months or less at the rime of purchase, to be cash equivalents. There were no cash equivalents as of December 31, 2023.

#### *Accounts Receivable*

Account receivable represents amow1ts that ha,·e been eamed and billed to clients in accordance with the teans of the Company's engagement letters with respecri,·e clients that have not yet been collected. The Company accow1ts for estimated credit losses on financial assets measured at au amortized cost ba~s and certaiu off-balance sheet credit exposures in accordance with F ASB ASC 326-20, *Fi111111~ia/ lmJn11ne111s* . *miit Lossu.* F ASB ASC 326-20 requires the Company to estimate expected credit losses over the life of its financials assets and certain off-balance sheet e:..vosures as of the reporting date based on rdevant infoanativn about past events, current conditiuns, and reasunablc and supportable forecasts.

·nie Compat1y rcwrds rhc estimate of expected credit losses as an allowance for credit losst·s. 1•\ r financi, I **assets** measured at **an** amortized cost basis., the alluwancc for credit losses is reported as a valuation t<:01mt on rhe Srarcme:111 of Jiinancial Condition thar is deducte:d from the asset's amor1 i1.ed cost basis. Chtli\~'s in the allowance for credit losses arc reported as credit loss tixpense on rhc .Statt'lll('tlt o f lnc-ome. Pn managemenr's analysis, no all<>wancc for credit losses was considered t1t'Cl'SS!II')' ns nf I <"<'mlx•r 31 , \_(\2J.

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#### **NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2023**

#### **2. Significant Accounting Policies** *(continued}*

#### *Income Taxes*

TI1e Company is a single member limited liability company and is treated as a disregarded entity for tax purposes. In lieu of income ta."es, the Company passes 100% of its t1xable income and ei..-penses to ~e Member. TI1erefore, no provision or liability for federal or state income ta."es is included in these finanaal statements. TI1e Company is, howe,·er, subject to the annual California limited liability company ta.-..: of \$800 and a California limited liability company fee based on gross revenue. TI1e Company is no longer subject to examination by taxing authorities for tax years before *2020.* 

#### **3. Concentration of Credit Risk**

Financial instnunents that potentially subject the Company to significant concentrations of credit risk consist principally of cash. For the year ended December 31, 2023, the Company maintains cash balances which, at times, ~y exceed federally insured limits ("I•DIC") of \$250,000 per bank. At December 31, 2023, cash exceeded FDIC limits by \$10,725.

For the year ended December 31, 2023, 96% of investment ban.king fees were camed from two clients.

#### **4. Revenue from Contracts with Customers**

Revenue from contracts with customers is recognized when, or as, the Company satisfies performance obligations by transferring the promised goods or services to the customers. A good or senrice is transferred to a customer when, or as, the customer obtains control of that good or sen-ice. A performance obligation may be satisfied over time or at a point in time. Re,renue from a perfonnance obligation satisfied over time is recognized by measuring progress in satisfying the perfonnance obligation in a manner that depicts the transfer of rhe goods or services to the customer. Revenue from a perfonna.uce obligation satisfied **at** a point in time is recognized at the point in time when it is determined the customer obtains control O'\'er the promised good or service. The amount of revenue recognized reflects the consideration the Company expects to be entitled to iu exchange for those promised goods or senrices (i.e., the "transaction price"). In determining the transaction price, the Company considers multiple factors, inclmling the effects o f variable consideration. Variable consideration is included in the transaction price only to the extent it is probable that a significant reversal in the amount of cwnulalivc re,·cnuc rcCO!,"llizcJ will not occur and , hen the uncertainties wid1 respect to the amount are resolved. In determining when to include variable consideration in tbc transaction price, the Company considers the range of possible outcomes, the predictiYe rnlut~ of past experiences, the time period of when uncertainties expect to be resolved and the amount of con:udcmti , that is s1,1:ceptible to facto rs outside of the Company's influence, such as market volatility or tht· judh'lll{ nt and actions of third parties.

#### **lnvefitment Bankfn11 Fteli**

Financ~l advisory service rev nue can be both fi, cd aud variable a111I is rccogniz1·d at n pl!illl in tim -. Consulurig fees from research\_ a.d~s"~Y engagcme111s are fixed foes rc·cns.,•nizrd at n pDint 111 ttm< whrn *tlw*  a.gr~ed upon\_ performance o bl~gauon 1s complete. Success fees from i11vcs1nw11t bn11kin~ t't\l,-1\~Cmcms im· tJv1caJly vanable\_ fc~s rccogmzed a~ a poi111 in time on the transa l'inn clo~in~ cl:ltc sinn· the rclntecl performance ob~giirm\_n has bcC'n satisfied upon complcrinn. f."nr the )'t'ar cndrd Dt•n :mbt·r .11 , \_()'.B , 1()(>1) 1, of the Company s f ·c 111comc Wa ij earned from ducccsij fee s.

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#### **NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2023**

#### **.f. Revenue from Contracts with Customers** *(continued)*

#### *Contract Balances*

Income is recognized upon completion of the related perfonnance obligation and when an unconditional nght to payment exists. The timing of revenue recognition nmy differ from d1e timing of customer payments. A receinble is recognized when a performance obligation is met prior to receiving payment by the customer. There were no receivables related to revenue from contracts wid1 customers as of January 1, 2023 and December 31, 2023.

Alternatively, fees received prior to the completion of the performance obligation are recorded as deferred revenue on the Statement of Financial Condition until such time when the performance obligation is met There was no deferred revenue as of January 1, 2023 and December 31, 2023.

#### *Contract Costs*

All non-reimbursable investment banking advisory related e:..-penses are expensed as incurred and recognized within their respective ei..-pense category on the Statement of Income.

#### **5. Related Party Transactions**

On September 7, 2010, d1e Company entered into an expense sharing agreement with the Member. Per this agreement, the Member paid most overhead e:..penses including rent for die Company. The Company has no obligation to rein1bUl'se or compensate the Member for die year ended December 31, 2023.

Reinlbursable ei..penses associated with investment banking advisory engagements are incurred by the Member. The Member incurs, bills, and collects these reimbursable expenses directly from the Company's clients.

Jo 2023, die Company paid \$1,200,000 of expenses on behalf of the Member. During the year ended December 31, 2023, die Member rein1bursed tl1c Company \$15,000. As of December 31, 2023, \$3,526,460 is included on the Statement of Financial Condition as receivable from member.

The Company's results of operations and financial position could differ significantly from those that would have been obtained if the entities were autonomous.

#### **6. Commitments and Contingencies**

Management is unaware of any material commitments and contingencies at December 31, 2023 that have not been disclosed previously.

{13}------------------------------------------------

#### **NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2023**

#### **7. Net Capital Requirements**

The Compan) is subject to the SEC's uniform net capital rule (Rule 15c3-1) which requires the Company to maintain a minimwn net capital equal to or greater than \$5,000 and a ratio of aggregate indebtedness to net capital not exceeding 15 to 1, both as defined .. At December 31, 2023, the Company's net capital was \$222,757 which exceeded the requirement by \$217,757.

#### **8. Subsequent Events**

111e Company has evaluated subsequent events through the date the financial statements were available for issuance and has determined there were no material subsequent events to disclose.

{14}------------------------------------------------

CHEDULE I COMPUTATION OF NET CAPITAL UNDER RULE 15c2-1 OF THE SECURITIES EXCHANGE COMMISSION

AS OF DECEMERE 31, 2023

#### Dedur dogs artil or chat Note allers at SUPPORTING SCHEDULES

#### PURSUANT TO RULE 17A-5 OF THE SECURITIES EXCHANGE ACT

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\$ 3249.591

100 - 200

3259

217,257

21, 200

16.202

37 966

27 127 1

ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘﻮﻯ ﺍﻟﻤﺴﺘ

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2007 - 2007

1 2 1

COMPUTATION OF BASIC NET CAPETAL REQUIREMENT

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NET CAPITAL

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EICONCILIATION WITH COMPANY'S NET CAPTTAL COMPUTATION (INCLUDED IN PART IT OP FORM X-17A-4 AS OF DRCEMBER JI, 2023)

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{15}------------------------------------------------

### SCHEDULE I

### COMPUTATION OF NET CAPITAL UNDER RULE 15c3-1 OF THE SECURITIES EXCHANGE COMMISSION

#### AS OF DECEMBER 31, 2023

#### NET CAPITAL

| Total member's equity                                                                                            |           | 3,749,391        |
|------------------------------------------------------------------------------------------------------------------|-----------|------------------|
| Deductions and/ or charges:                                                                                      |           |                  |
| Non-allowable assets:                                                                                            |           |                  |
| Receivable from member                                                                                           | 3,526,460 |                  |
| Prepaid expense                                                                                                  | 174       | 3,526,634        |
| Total deductions and/or charges                                                                                  |           |                  |
| Net capital                                                                                                      |           | 222,757          |
| COMPUTATION OF BASIC NET CAPITAL REQUIREMENT                                                                     |           |                  |
| Minimum net capital required of 6-2/3% of aggregate<br>indebtedness of \$37,968 or \$5,000, whichever is greater |           | 5,000            |
|                                                                                                                  |           | 217,757          |
| Excess of net capital over minimum requirement                                                                   |           |                  |
| Aggregate indebtedness<br>Accounts payable and accrued expenses<br>Commissions payable                           |           | 21,736<br>16,232 |
| Total aggregate indebtedness                                                                                     |           | 37,968           |
| Percent of aggregate indebtedness to net capital                                                                 |           | 17.04%           |

### RECONCILIATION WITH COMPANY'S NET CAPITAL COMPUTATION (INCLUDED IN PART II OF FORM X-17A-5 AS OF DECEMBER 31, 2023)

| Net Capital per above computation                |   | 222,757   |
|--------------------------------------------------|---|-----------|
| Decrease in non-allowable assets                 |   | 195.562   |
| Decrease in equity                               |   | (195,561) |
| Part II of Form X-17-A-5 as of December 31, 2023 | S | 222,756   |
| Net capital, as reported in Company's            |   |           |

{16}------------------------------------------------

### *SCHEDULE* **II**

### **COMPUTATION FOR** *DETERMINATION* **OF** *THE RESERVE* **REQUIREMENTS AND INFORMATION RELATING TO** *POSSESSION OR CONTROL*  **REQUIREMENTS FOR BROKER DE.ALERS** *PURSUANT TO* **RULE** *15c.3-3*

#### **FOR THE YEAR ENDED** *DECEMBER* 31, 2023

*(* 

111e Company engages in private placements of securities, merger and acquisitions advisory services, and production and distribution of research reports. TI1e Company does not accept customer funds or securities and will not have possession of any customer funds or securities in connection witl1 our activities. Therefore, in reliance on Footnote *74* to SEC *Release* 3-l-70073 and as discussed in Q & \_-\ 8 of the related FAQ issued by SEC *staff,* the firm will not d:um an exemption from SR-\ Rule 15c3-3 *as* it does not effect crwsactions for anyone defined as a customer under Rule l Sc3-3, and there are no items to report under *tlie* requirements of tlus *Rule.* 

{17}------------------------------------------------

![](_page_17_Picture_0.jpeg)

2700 Ygnack, Valley *Road,* Sia 270 Wainur *Creek,* 0. *94598*  (925) 932-38&} It/ (925) 475-~ efax WW'H.cropporaccovntancy;com

#### REPORT OF fNDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

*To* the Member of Woodside Capital Securities LLC

*(* 

We have reviewed management's statements, included in *the* accompanying Rule J 5c3-3 Exemption Report pursuant to SEC Rule I 7a-5, in which *(I)* Woodside *Capital* Securities LLC *(the* Company) *does*  not claim an exemption under paragraph (k) of I 7 C.F.R. §240.1 ScJ-3, and (2) the Company is filing this Exemption Report relying on Footnote 74 of the SEC Release No. 34-70073 *adopting* amendments to *17*  C.F.R. § 240. I 7a-5 because the Company limits its business activities *exclusively* to: (1) private placement of securities; (2) merger and *acquisitions* advisory services; *(3)* production and distribution of research reports, and the Company ( l) did not directly or indirectly receive, *hold,* or otherwise owe funds or securities for or to customers; (2) did not carry accounts of or for customers; and (3) did *not* cany *PAB*  accounts (as defined *in* Rule l 5c3-3) throughout the most recent fiscal year without exception.

Woodside Capital Securities LLC's management is responsible for compliance with the Footnote 74 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 Woodside Capital Securities LLC'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 upon the Company's business activities contemplated by Footnote 74 of the SEC Release No. 34-70073 adopting amendments to J 7 C.F.R. § 240. I 7a-5, and related SEC Staff Frequently Asked Questions.

~~~ Wal.nut Creek. California

March *28,* 2024

{18}------------------------------------------------

# SEA Rule 15c3-3 Exemption Report

Woodside Capital Securities LLC (the "Company") is a registered broker to Rule 17a-5 promulgated
 Services Lecurities and Exchange Commission (17 C.R.R. \$240.77a-5(0(1) and ( Woodside Capital Securities LLC (the "Company") is a registed by center (ra-5 premiss on and by cerain brokes and
by the Securities and Exchange Commission (17 C.F.R. \$240.77 Woodside Capital Securities LLC (the "Company TIS Treports to be made by celant Pressions of interest.
by the Securties and Exclines Commission (17 C.F.R. §240.17a-5(d)(1) an dealers"). This Exemption Report was propared to the following:
knowledge and belief, the Company states the following:

- ers / and belief, the Company states the ronomy of the marker of the SEC Release No
- 1. The Company does not climan senting to be on Foom on 4 of the SEC Release No. 34-7007.

2. The Company is filing this Exemption Sep.17 as I ne Company is filing this Exemption Report of the SEC Release no seriotic The Company is filing this Exemplon Report and acquisitions advisory services: icos; idos;
adopting amendment of securat (2) The Company to 17 C.F.R. §240.174-3 (2) metro 1 (2) merger (1) did not directly of the Compory (1) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) ( adopting "A" (1) purivate placement of securities" (2) did not carry accounts of Pechity
 production and directors, and he Company (2) did not carry accounts of of the of
 ho exclusively "ci-" " " " " " " " customers; and (5) exception.

Woodside Capital Securities LLC

s Capital Securities LDC
hat, to my best knowledge and belief, this Exemption Report is true and correct.

I affirm Rudy E. Burger Rudy E. Burger & CCO

March 13, 2024


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