# ELM CAPITAL USA LIMITED X-17A-5 (2025-02-24) — Broker-dealer annual report - Company: ELM CAPITAL USA LIMITED - Form: X-17A-5 - Filed: 2025-02-24 - Period: 2024-12-31 - Accession: 0001494660-25-000001 - CIK: 1494660 - File #: 8-68633 - Type: Broker-dealer - Material weakness: No - Auditor: Morris Morris PC - Auditor location: Needham Heights, X0 - Contact: Samantha Page - Phone: 442079018942 - Email: edeshormes@elmcapital.com - Website: elmcapital.com - Signed by: Etienne Deshormes (CEO) Original filing: https://www.sec.gov/Archives/edgar/data/1494660/000149466025000001/Public.pdf --- {0}------------------------------------------------ | | | | | 0MB APPROVAl | |---------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------|-----------------------|-----------------|--------------------------------------------------------------------------------------------------------| | UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D,C. 20S49 | | | | 0MB Number: 3235--0123
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hours per response: 12 | | | ANNUAL REPORTS | | SEC FILE NUMBER | | | FORM X-17A-S | | | | | | | PART Ill | | | | | | FACING PAGE
Information Required Pursuant to Rules 17a-5, 17a-12, and 18a•7 under the Securities Exchange Act of 1934 | | | | | FILING FOR THE PERIOD BEGINNING 01/01/2024 | | AND ENDING 12/31/2024 | | | | | MM/DD/YY | | | MM/DD/VY | | | A. REGISTRANT IDENTIFICATION | | | | | NAME OF FIRM: ELM CAPITAL USA LIMITED | | | | | | TYPE OF REGISTRANT (check all applicable boxes):
[i) Broker-dealer
D Check here if respondent Is also an OTC derivatives dealer | □ Security-based swap dealer | | | 0 Major security-based swap participant | | | | | | | | ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) | | | | | | 7TH FLOOR, SOUTHWEST HOUSE, 11A REGENT STREET, ST JAMES | | | | | | | (No, and Street) | | | | | LONDON | UNITED KINGDOM | | | SW1Y4LR | | (City) | (State) | | | (Zip Code) | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | | ETIENNE DESHORMES 00442079018940 | | | | EDESHORMES@ELMCAPITAL.COM | | (Name) | (Area Code - Telephone Number) | | 1Email Address) | | | | B. ACCOUNTANT IDENTIFICATION | | | | | | | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing*
Morris & Morris, P.C. | | | | | | | (Name-if individual, state last, first, and middle name) | | | | | 32 Kearney Road | Needham Heights MA | | | 02494 | | (Address) | (City) | | (State) | (Zlp Code) | | 01/06/2010
(Date of Registration with PCAOB)(lf applicable) | | 4066 | | (PCAOB Registration Number, if applicable} | accountant must be supported by a statement of facts and circumstances relied on as the **basis** of the exemption. See 17 CFR 240.17a-S(e)(l)(ii), If applicable. **Persons who are** to **respond to the collection** of **Information contained** in this form **are not required to respond** unless the form **displays a** currently **valid 0MB** control **number.** {1}------------------------------------------------ #### OATH **OR AFFIRMATION** | | swear (or affirm) that, to the best of mv knowledge and bellef, the
I, ETIENNE DESHORMES | | | | | | |-------|---------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|--| | | 2~
financial report pertaining to the firm of ELMCAPITALUSALIMITED
as of | | | | | | | | 12/31
is true and correct. I further swear (or affirm) that neither the company nor any | | | | | | | | partner, officer, director, or equivalent person, as the case mav be, has any proprietary interest In anv account classified solely
as that of a customer. | | | | | | | | e | | | | | | | | l_ ____
Branch Austin McCormick LLP | | | | | | | | Signature:
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32 St James's Street
Title: | | | | | | | | ./
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London, SW1A 1HD
CEO | | | | | | | | | | | | | | | | Notary Public l'f\1/t.t"\~ We-D (z) Other: _______
__________________________ | | | | | | | | ,.__ _
_ | | | | | | \*\*Ta request confidential treatment of certain portions of thi.s filing, see 1.7 CFR 240.17a-S(e)(3) or 17 CFR 240.18a-7(d)(2), as applicable. {2}------------------------------------------------ Elm Capital USA Limited Financial Statements For the Year Ended December 31, 2024 {3}------------------------------------------------ # Contents | Report of Independent Registered Public Accounting Firm 1-2 | |-----------------------------------------------------------------------------------------------------------------------------------------------| | Statement of Financial Condition
3 | | Statement of Operations
4 | | Statement of Changes in Member's Equity
5 | | Statement of Cash Flows
6 | | Notes to Financial Statements 7-11 | | SUPPLEMENTARY INFORMATION: | | Schedule I: Computation of Net Capital Pursuant
to SEC Rule 15c3-1 12 | | Review Report of Independent Registered Public
Accounting Firm (required by SEC Rule 17a-5 for
Broker-Dealer claiming an exemption from | | SEC Rule 15c3-3)
13 | | Managements Assertion Letter Regarding Exemption


under SEC Rule 15c3-3
14 | Page {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) # **Report of Independent Registered Public Accounting Firm** February 17, 2025 **TO THE MEMBER OF ELM CAPITAL USA LIMITED Southwest House 11A Regent Street London SWIY 4LR** *Opinion on the Financial Statements* We have audited the accompanying statement of financial condition of Elm Capital USA Limited (the "Company") as of December 31, 2024, the related statements of operations, changes in member's equity, and cash flows for the year then ended, and the related notes and schedules (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for year then ended, in conformity with accounting principles generally accepted in the United States of America. #### *Basis for Opinion* These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company'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 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 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. 32 Kearney Road • Needham Heights, :MA 02494 • (781) 455-6900 • Fax (781) 455-6902 ![](_page_4_Picture_10.jpeg) The CPA. Never Underestimate the Value."" {5}------------------------------------------------ ![](_page_5_Picture_0.jpeg) # **Report of Independent Registered Public Accounting Firm (Continued)** **TO THE MEMBER OF ELM CAPITAL USA LIMITED** February 17, 2025 Page2 ### *Supplemental Information* The information contained in Schedule I - Computation of Net Capital Under Rule 15c 3-1 of the Securities and Exchange Commission ("Supplemental Information") has been subjected to audit procedures performed in conjunction with the audit of the Company's financial statements. The Supplemental Information is the responsibility of the Company's management. Our audit procedures included determining whether the Supplemental Information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the Supplemental Information. In forming our opinion on the Supplemental Information, we evaluated whether the Supplemental Information, including its form and content is presented in conformity with 17 C.F.R. § 240. l 7a-5. In our opinion, Schedule I - Computation of Net Capital Under Rule 15c3-1 of the Securities and Exchange Commission is fairly stated, in all material respects, in relation to the financial statements taken as a whole. Morris & Morris, P.C. Certified Public Accountants We have served as the Company's auditor since 2024. Needham Heights, MA 02494 ![](_page_5_Picture_7.jpeg) The CPA. Never Underestimate the Vafue.811 {6}------------------------------------------------ #### Elm Capita l USA Limited St atement of Financial Condition For the year e nded Decembe r 31, 2024 #### Assets | Current assets: | | |-------------------------------------------|-----------------| | Cash & ca sh equivalents | \$
42,889 | | Accounts Receivable | 148, 102 | | Prepaid e xpenses | 2, 255 | | Tot al Assets | \$
193,24 6 | | Liabilities and Member's Equity | | | Current liabilities: | | | Accounts payable and accrued e~penses | \$
25,514 | | Total liabilities | 25,514 | | Member's equity | 167 ,732 | | Total Liabilities a
nd Member's Equity | \$
193, 24 6 | **The Report o f the Independent Reghtered Public Accounting Firrn and notes arc a.n integral part of these financial s t a t ccents .** {7}------------------------------------------------ #### Elm Capital USA Limited Statement of Operations For the year ended December 31, 2024 | Revenues: | | |----------------------------------------------------|---------------| | fee Income | 243,466
\$ | | Total Operating revenue | 243,466 | | Expenses: | | | Employee compensation and benefits (related party) | 104,607 | | Regulator y fees | 3,895 | | Occupancy and equipment rental (related party) | 10,501 | | Other Expenses | 14,914 | | Professional fees | 38,425 | | Total Operating expenses | 172,342 | | Other Income: | | | Gain/{Loss) Exchange r ate | (4,166) | | Total Other Income | (4,166) | | Net income before Income taxe s | 66,958 | | Refund of income tax (foreign) | (309) | | Net Income | 67,267
\$ | **The Report of t he l ndependent Regi8ter ed Publ ic Accounting Fi rm and notes a re an i ntegral pcn:t of these financial stat~ent , .** {8}------------------------------------------------ #### Elm Capital USA Limited Statement Of Changes In Member's Equity For the year ended December 31, 2024 | Beginning Member's equity | 63,287
\$ | |-----------------------------------------|------------------| | Net income
Non-cash capital addition | 67,267
37,178 | | Member's equity, December 31, 2024 | \$ 167,732 | **The Repor t o f the Independent Regi!'!.tcr:ed l'ubl.ic Accounting Fi rm a nd notes a r:e un i ntegral part o f t ti.e,e financial s t at ements.** {9}------------------------------------------------ #### Elm Capital USA Limited Statement Of Cash Flows For the year ended December 31, 2024 | Cash flows from operating activites:
Net income | \$
67,267 | |----------------------------------------------------|--------------| | Changes in operating assets and liabilities: | | | (Increase) decrease in: | | | Accounts Receivable | (106,486) | | Prepaid expenses | 43 | | Increase (decrease) in: | | | Accounts payable and accrued expenses | (709) | | Net cash provided by operating activities | (39,885) | | Cash flows from financing activites: | | | Non-cash capital addition | 37, 178 | | Net cash (used) by financing activities | 37, 178 | | Net decrease in cash | (2,707) | | Cash, beginning | 45,596 | | Cash, ending | \$
42,889 | | Cash paid during the year for: | | | Interest | | | Taxes | | | | | **The Repor t o f the Independent Re g iatered Public Account i ng Firm and note3 a ce a n inte gra l part of t hese £inancic1 l 5teitrunents.** {10}------------------------------------------------ Elm Capital USA Limited Notes to Financial Statements For the Year Ended December 31, 2024 # 1. NATURE OF BUSINESS Elm Capital USA Limited (the company) is a United Kingdom private limited company incorporated on May 20, 2010. The Company advises private equity funds and private equity advisors. It specializes in advising General Partners in fundraising and provides advisory services for the secondary sales of private equity funds, companies portfolio of funds and portfolio of companies. The Company operates in the United States of America as a member of FINRA, which they became on January 28, 2011. They are also an appointed representative of Elm Capital Associates Ltd (a UK limited company) in the UK. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES # *Use of Estimates* The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates. ### *Income Taxes* There is a provision for income taxes. The Company will file income tax returns in the United Kingdom. The Company recognizes and measures its unrecogni zed tax benefits in accordance with FASB ASC 740, Income Taxes. Under that guidance the company assess the likelihood, based on their technical merit, that tax positions will be sustained upon examination based on the facts, circumstances and information available at the end of each period. The measurement of unrecognized tax benefits is adjusted when new information is available or when an event occurs that requires a change. # *Basis of Accounting* The accompanying financial statements are prepared in accordance with accounting principals generally accepted in the U.S. (GAAP) on the accrual basis of accounting. # *Concentration of Credit Risk* The Company maintains its cash in bank deposit accounts in the United Kingdom. The company has not experienced any losses in such accounts. {11}------------------------------------------------ Elm Capital USA Limited Notes to Financial Statements For the Year Ended December 31, 2024 # 3. CASH AND CASH EQUIVALENTS For the purposes of reporting cash f l ows , the Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. The Company places its temporary cash investments with high credit quality financial institutions. At times such investments may be in excess of the Federal insurance Deposit Corporation (FDIC) insurance limit. ## 4. NET CAPITAL As a broker/dealer, the company is subject to the Securities and Exchange Commission's Uniform Net Capital Rule (Rule 1Sc3-l), which requires the Company to maintain a specified amount of net capital, as defined, and a ratio of aggregate indebtedness to net capital, as derived, not exceeding 15 to 1. The Company's net capital computed under 15c3-l was \$15,349 at December 31, 2024, which exceeds required net capital of \$5,000 by \$10,349. The ratio of aggregate indebtedness to net capital at December 31, 2024 was 1.66 to 1.0. # 5. REVENUE RECOGNITION POLICY Income is recognized upon completion of the related performance obligation and when an unconditional right to payment exists. The timing of revenue recognition may differ from the timing of customer payments. 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. # 6. SUBSEQUENT EVENTS Management has evaluated subsequent events through February 17, 2025, the date on which the financial statements were available to be issued. # 7. CONCENTRATIONS IN SALES In 2024, one client accounted for 100% of total revenues. -8- {12}------------------------------------------------ Elm Capital USA Limited Notes to Financial Statements Year Ended December 31, 2024 ## 8. RELATED PARTY TRANSACTIONS Certain expenses are shared with the Company's affiliate, Elm Capital Associates Limited. These expenses are rent, office expenses, other general and administrative expenses and salaries. For the year ended December 31, 2024, \$125,489 of shared expenses were incurred and offset against prior receivables from the affiliate. At December 31, 2024 the Company owed it's affiliate \$0. Elm Capital USA Ltd (the Company) and Elm Capital Associates Ltd are both entirely owned by Elm Capital Holding Ltd. As of December 31, 2024, Etienne Deshormes beneficially owned 69.2% of Elm Capital Holding Ltd. For the year ended December 31, 2024 \$243,466 of the fee income was earned from Elm Capital Associates Ltd. The company had outstanding accounts receivable of which \$148,102 was due from Elm Capital Associates LTD. 9. ACCOUNTS RECEIVABLE Accounts receivable is recorded at the amount the company expects to collect on balances outstanding at year-end. The members closely monitor outstanding balances and write off, as of year-end, all balances over a year old that have not been collected by the time the financial statements are issued. ## 10. INCOME TAXES The Company pays consolidated income taxes with its parent. The components of current income tax expense for the year ended December 31, 2024 is as follows: | | 2023 | 2024 | Total | |--------------|-------|------|-------| | Foreign (UK) | \$310 | \$0 | \$310 | ## 11. FAIR VALUE OF FINANCIAL INSTRUMENTS The company's financial instruments are cash and cash equivalents and accounts receivable. The recorded values of cash and cash equivalents and accounts receivable approximate their fair values based on their short-term nature. {13}------------------------------------------------ Elm Capital USA Limited Notes to Financial Statements Year Ended December 31, 2024 # 12. FOREIGN CURRENCY CONVERSION Transactions are converted into U.S. dollars on the transaction date. Foreign exchange gain or loss is recorded on the date the revenue is received and expenses are paid. Certain balance sheet accounts were converted as of December 31, 2024. 13. EXPENSE SHARING AGREEMENT There is an expense sharing agreement between an affiliate (Elm Capital Associates Limited) and the Company for rent, other general and administrative costs and salaries. The Company is responsible for paying ordinary and necessary costs of a broker dealer including legal and audit fees, FINRA and state registration fees, SIPC, insurance, bonding premiums, employee commissions or variable compensation. 14. COMMITMENTS & CONTINGENCIES The firm has no commitments or contingencies at December 31, 2024. 15. EXEMPTION FROM RULE 15c3-3 The Company does not claim an exemption under paragraph (k)of 17 C.F.R. § 240. 15c3-3. The Company is relying on Footnote 74 of the SEC Release No.34-70073 adopting amendments to 17 C. F.R. § 240.17a-5. The Company did not maintain possession or control of any customer funds or securities from inception through December 31, 2024. {14}------------------------------------------------ Elm Capital USA Limited Notes to Financial Statements Year Ended December 31, 2024 ## 16. FINANCIAL INSTRUMENTS-CREDIT LOSSES On January 1, 2023, the Company adopted Accounting Standards Update (ASU} 2016-23. Financial I nstruments - Credit Losses (Topic 326): Measurement of credit Losses on Financial Instruments, as amended, which modifies the measurement of expected credit losses on financial assets. The most significant change in the standard is the shift from the incurred loss model to expected loss model. Under the standards, disclosures are required to provide information useful in analyzing the Company's exposure to credit risk and measurement of credit losses. Financial assets held by the Company that are subject to Topic 326 were trade accounts receivable. The adoption of this Standard did not have a material impact on the Company's financial statements and primarily resulted in new disclosures only. ## 17. RECENT ACCOUNTING PRONOUNCEMENTS In November 2023, the FASB issued ASC Update No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. Update No. 2023-07 requires companies to disclose segment data based on how management makes decisions about allocating resources to segments and evaluating performance. The Company conducts its business activities and reports financial results as a single reportable segment. Using the management approach, qualitative and quantitative criteria established by ASC 280, the Company is considered to be a single reportable segment. The CEO of the Company serves as Chief Operating Decision Maker, which makes decisions about allocating resources and assessing performance in a manner consistent with the way the Company operates its business and presents their financial results. The significant expenses of the segment are reported in the accompanying statement of operations of this report. {15}------------------------------------------------ # SUPPLEMENTARY INFORMATION {16}------------------------------------------------ #### Elm Capital USA Limited Supplemental Schedule I For the year ended December 31, 2024 Uniform Capital Rule 15c3-l | Member's equity | 167,733
\$ | |------------------------------------------------------------------------------------------------------|---------------| | Non-allowable assets: | | | Accounts Receivable | 148,102 | | Prepaid expenses | 2 ,255 | | Net capital before haircuts | 17,376 | | Haircuts on securities | | | Haircuts on Foreign Currency | 2, 026 | | Net capital | 15,350 | | Minimum capital requirements the greater of 6-2/3%
aggregate indebtedness of \$35,501 or \$5, 000 | 5,000 | | Excess net capital | 10,350
\$ | | Rati o of aggregate indebtedness to net capital | 1. 66 to 1 | | Aggregate Indebtedness | | | Accounts payable and accrued expenses | 25,514 | | Total aggregate indebtedness | 25,514
\$ | There are no material differences between the computation of net capital presented above and thecomputation of net capital in the Company's unaudited Form X-17A-5, Part II-A filing as of December 31, 2024. **The Repoi:t of: t he Indepe ndent Registered Public Ac:c:ount ing Firm and notes are .,n integral part of these financial statements,** -12- {17}------------------------------------------------ ![](_page_17_Picture_0.jpeg) ## **REVIEW REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON EXEMPTION REPORT** February 17, 2025 ### **TO THE MEMBER OF ELM CAPITAL USA LIMITED** Southwest House 1 lA Regent Street London SWIY 4LR We have reviewed management's statement, included in the accompanying Rule 15c3-3 Exemption Report pursuant to SEC Rule 17a-5, in which (I) Elm Capital USA Limited (the Company) did not claim an exemption under paragraph (k) of 17 C.F.R §240 15c3-3, and (2) Elm Capital USA Limited (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. §240.17a-5 because the Company limits its business activities exclusively to (I) broker selling tax shelters or limited partnerships in primary distributions; (2) broker selling tax shelters or limited partnerships in secondary markets. In addition, the Company (1) did not directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers; (2) did not carry accounts of or for customers; and (3) did not carry PAB accounts (as defined in Rule 15c3-3) throughout the most recent fiscal year ended December 31, 2024, without exception. Elm Capital USA Limited's management is responsible for compliance with the provisions contemplated by Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. §240.17a-5 and related SEC Staff Frequently Asked Questions 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 the Company's compliance with the exemption provisions. A review is substantially less in scope than an examination, the objective of which is the expression of an opinion on management's statements. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to management's statements referred to above for them to be fairly stated, in all material respects, based on the Company's business activities contemplated by Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. 8240. l 7a-5, and related SEC Staff Frequently Asked Question. Certified Public Accountants ![](_page_17_Picture_11.jpeg) **The CPA Never** Underestimate the Value."" {18}------------------------------------------------ # **Elm Capital USA Limited Exemption Report** Elm Capital USA Limited (the "Company") is a registered broker-dealer subject to Rule 17a-5 promulgated by the Securities and Exchange Commission (17 C.F.R. §240.17a-5, "Reports to be made by certain brokers and dealers"). This Exemption Report was prepared as required by 17 C.F.R. §240.17a-S(d)(l) and (4). To the best of its knowledge and belief, the Company states the following: - 1. The Company does not claim an exemption under paragraph (k) of 17 C.F.R. § 240. 15c3- 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. § 240.17a-5 because the Company limits its business activities exclusively to: - a. Broker selling tax shelters or limited partnerships in primary distributions - b. Broker selling tax shelters or limited partnerships in secondary markets and the Company (1) did not directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers; (2) did not carry accounts of or for customers; and (3) did not carry PAB accounts (as defined in Rule 15c3-3) throughout the most recent fiscal year without exception. #### Elm Capital USA Limited I, Etienne Deshormes, affirm that, to my best knowledge and belief, this Exemption Report is true and correct. 28-Jan-2025 I 5:38 PM GMT Etienne Deshormes Date CEO Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.