# COMMONWEALTH ADVISORS, INC. X-17A-5 (2025-02-21) — Broker-dealer annual report - Company: COMMONWEALTH ADVISORS, INC. - Form: X-17A-5 - Filed: 2025-02-21 - Period: 2024-12-31 - Accession: 0001498193-25-000001 - CIK: 1498193 - File #: 8-68673 - Type: Broker-dealer - Material weakness: No - Auditor: GOLDMAN AND COMPANY, CPAS, PC - Auditor location: MARIETTA, GA - Contact: CURTIS WEEKS - Phone: 678-679-8642 - Email: cweeks@commonwealthadv.com - Website: commonwealthadv.com - Signed by: NICHOLAS BYBEL, JR (PRESIDENT AND CEO) Original filing: https://www.sec.gov/Archives/edgar/data/1498193/000149819325000001/commonwealthaudit24.pdf --- {0}------------------------------------------------ CONFIDENTIAL **UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549** | ANNUAL REPORTS | |----------------| | FORM X-17A-5 | | PART Ill | | 0MB APPROVAL | |---------------------------| | 0MB Number: 3235-0123 | | Expires: Nov. 30, 2026 | | Estimated average burden | | 12
hours per response: | SEC FILE NUMBER 8-68673 **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/YY **A. REGISTRANT IDENTIFICATION** NAME OF FIRM. Commonwealth Advisors, Inc. lYPE OF REGISTRANT (check all applicable boxes): [e] Broker-dealer [l Security-based swap dealer □ 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.) | 1017 Mumma Rd, STE 302 | | | |------------------------|------------------|--| | | (No. and Street} | | | | | | | Curtis Weeks | 678.679.8642 | cweeks@commonwealthadv.com
(Email Address) | | |--------------|--------------|-----------------------------------------------|--| | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing\* # Goldman and Company, CPAs, PC | (Name -- if individual, state last, first, and middle name) | | | | |----------------------------------------------------------------------------------------------------------------------|-----------------------|---------|---------------------------------------------| | 3535 Roswell Rd, STE 32 | Marietta | GA | 30062 | | (Address) | (City) | (State) | (Zip Code) | | 06/25/2009 | | 1952 | | | | | | | | l" of ReglstcaMo with PCAOB)(if applicable) | FOR OFFICIAL USE ONLY | | (PCAOB Registration Number, if appHcable) I | | | | | | | Claims for exemption from the requirement that the annual reports be covered by the reports of an independent public | | | | 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-5le)(1)(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** | | I, Nicholas Bybel. Jr | swear (or affirm) that, to the best of my knowledge and belief, the | | | |---------------|--------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------|--|--| | | financial report pertaining to the firm of Commonwealth Advisors, Inc | as of | | | | | 12/31 | 202,is true and correct. Ifurther swear (or affirm) that neither the company nor any | | | | | | partner, officer, director, or equivalent person, as the case may be, has any proprietary interest in any account classified solely | | | | | as that of a customer. | | | | | | | ' | | | | | | /1
% | | | | | | | | | | | | | | | | | | President and CEO | | | | | | | | | | Notary Public | | Commonwealth of Pennsylvania - Notary Seal | | | | | | Alexandra M. Sipe, Notary Public
Cumberland County | | | | | ••
(
This filing
contains (check al applicable boxes):
II
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f | My commission expires July 17, 2028 | | | | | g (a) Statement of financial condition. | Commission number 1299497 | | | | | [ (b) Notes to consolidated statement of financial condition. | Member, Pennsylvania Asseciat·on of Notaries | | | | | iii (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). | | | | | | l (d) Statement of cash flows. | | | | | | iii (e) Statement of changes in stockholders' or partners' or sole proprietor's equity. | | | | | | 0 (f) Statement of changes in liabilities subordinated to claims of creditors. | | | | | | ii (g) Notes to consolidated financial statements. | | | | | | ii (h) Computation of net capital under 17 CFR 240.1503-1 or 17 CFR 240.18a-1, as applicable. | | | | | | | | | | - D (i) Computation of tangible net worth under 17 CFR 240.18a-2. - 0 0) Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.15c3-3. - E] (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. - ii (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. - 0 (o) Reconciliations, including appropriate explanations, of the FOCUS Report with computation of net capital or tangible net worth under 17 CFR 240.1Sc3-1, 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. - Iii (q) Oath or affirmation in accordance with 17 CFR 240.17a-5, 17 CFR 240.17a-12, 0r 17 CFR 240.18a-7, as applicable. - El (r) Compliance report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - Iii (s) Exemption report in accordance with 17 CFR 240.17a-S or 17 CFR 240.18a-7, as applicable. - [] (t) Independent public accountant's report based on an examination of the statement offinancial condition. - ail (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. - 0 (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. - Iii (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 240.15c3-1e or 17 CFR 240.17a-12, as applicable. - 0 (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:----------------------------------- *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.* {2}------------------------------------------------ FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2024 AND REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM {3}------------------------------------------------ #### **AUDITED FINANCIAL STATEMENTS** #### **December 31, 2024** #### Table of Contents | Report oflndependent Registered Public Accounting Firm | 3 | |--------------------------------------------------------|----| | Financial Statements | | | Statement of Financial Condition | 4 | | Statement of Operations | 5 | | Statement of Changes in Shareholder's Equity | 6 | | Statement of Cash Flows | 7 | | Notes to Financial Statements | 8 | | Schedule I | 13 | | Schedules II & III | 14 | | Independent Accountant's Report on Exemption | 15 | {4}------------------------------------------------ #### REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholder of Commonwealth Advisors, Inc. #### Opinion on the Financial Statements We have audited the accompanying statement of financial condition of Commonwealth Advisors, Inc as of December 3 1, 2024, the related statements of operations, changes in shareholder's equity and cash flows for the year ended December 3 1, 2024 and the related notes ( collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of Commonwealth Advisors, Inc as of December 3 1, 2024, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. #### **Basis for Opinion** These financial statements are the responsibility of Commonwealth Advisors, Inc's management. Our responsibility is to express an opinion on Commonwealth Advisors, Inc'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. #### **Auditor's Report on Supplemental Information** The Schedule's I- Computation of Net Capital Under SEC Rule 15c3-1, Schedule II-Computation for Determination of Reserve Requirements Pursuant to SEC Rule 15c3-3 (exemption) and Schedule Ill-Information Relating to Possession or Control Requirements Pursuant to SEC Rule 15c3-3 (exemption) have been subjected to audit procedures performed in conjunction with the audit of Commonwealth Advisors, Inc's financial statements. The supplemental information is the responsibility of Commonwealth Advisors, Inc's management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with 17 C.F.R. §240.17a-5. In our opinion, the schedule's I, IL and Ill are fairly stated, in all material respects, in relation to the financial statements as a whole. We have served as the Company's auditor since 2015. Goldman & Company, CPA's, P.C. Marietta, Georgia February 20, 2025 {5}------------------------------------------------ STATEMENT OF FINANCIAL CONDITION #### DECEMBER 3 1, 2024 # **ASSETS** | ASSETS | | | | |-------------------------------|-----------|--|--| | Cash & Cash Equivalents | | | | | Accounts Receivable | F
l | | | | COMPUTER AND EQUIPMENT | | | | | Computer and Equipment | \$6,995 | | | | Less Accumulated Depreciation | (\$6,995) | | | | Computer and Equipment - Net | \$0 I | | | | OTHER ASSETS | | | | | E&O Insurance | \$1,407 | | | | Deferred Tax Asset | \$63,047 | | | | Other Miscellaneous Assets | \$44 | | | | FINRACRD | \$233 | | | | FINRA Renewal-Prepaid Assets | \$2,086 | | | | TOTAL OTHER ASSETS | \$66,8171 | | | | TOTAL ASSETS | \$96,007 | | | #### **LIABILITIES AND SHAREHOLDER'S EQUITY** | LIABILITIES | | |----------------------------------------------|----------------------------------| | Other Liabilities | \$92 | | TOTAL LIABILITIES | \$92 I | | SHAREHOLDERS EQUITY | | | TOTAL SHAREHOLDERS EQUITY [ | \$
9
5
9
1
5
] | | TOTAL LIABILITIES AND
SHAREHOLDERS EQUITY | \$96,007 | The Accompanying Notes are an integral part of these Financial Statements. {6}------------------------------------------------ #### STATEMENT OF OPERATIONS #### FOR THE YEAR ENDED DECEMBER 31, 2024 | REVENUE: Merger and Acquisition Advisory Fees [ | _
S
6
6
2
2
7
] | |-------------------------------------------------|--------------------------------------| | OPERATING EXPENSES | | | RR Compensation & Expenses | \$63,660 | | Travel | \$214 | | Audit Fees | \$8,964 | | Regulatory Fees | \$3,981 | | Computer & Internet Expenses | \$11,022 | | FINOP Fee | \$10,900 | | Insurance Expenses | \$8,439 | | Rent | \$1,690 | | Administrative Support | \$3,500 | | Office Supplies & Expenses | \$306 | | Meals, Entertainment and Conference | \$1,575 | | TOTAL EXPENSES | \$114,251] | | Operating Loss | (\$48,024) | | Income Tax Benefit | \$11,471 | | NET LOSS | (\$36,553) 1 | The Accompanying Notes are an integral part of these Financial Statements {7}------------------------------------------------ # STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY FOR THE YEAR ENDED DECEMBER 31, 2024 | | Shares
Common
Stock | Additional
Paid-in
Capital | Retained
Earnings
(Accumulated
Deficit) | TOTAL | |-------------------------------|---------------------------|----------------------------------|--------------------------------------------------|------------| | Balance
December 3 1, 2023 | 1,000 | \$240,150 | (\$163,682) | \$76,468 | | Capital Contributions | | \$56,000 | | \$56,000 | | Net Loss | | | (\$36,553) | (\$36,553) | | Balance
December 31, 2024 | 1,000 | \$296,150 | (\$200,235) | \$95,915 | The Accompanying Notes are an integral part of these Financial Statements {8}------------------------------------------------ #### STATEMENT OF CASH FLOWS FOR THE YEAR ENDED December 3 1, 2024 | OPERATING ACTIVITIES | | |---------------------------------------------------------------------------------|------------| | Net Loss | (\$36,553) | | Adjustments to reconcile Net Loss Income to net
cash provided by operations: | | | Accounts Receivable | \$7,000 | | Deferred Tax Asset | (\$11,471) | | Prepaid Assets | \$75 | | Accounts Payable | \$92 | | Net Cash used in operating activities | (\$40,857) | | FINANCING ACTIVITIES | | | CA Holding Capital Contribution | \$56,000 | | Net Cash provided by Financing Activities | \$56,000 | | NET CASH INCREASE FOR PERIOD | \$15,143 | | CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD | \$14,047 | | CASH AND CASH EQUIVALENTS AT END OF
PERIOD | \$29,190 | The Accompanying Notes are an integral part of these Financial Statements. {9}------------------------------------------------ #### **NOTES TO FINANCIAL STATEMENTS** #### **December 31, 2024** ## ORGANIZATION AND NATURE OF BUSINESS #### 1 ORGANIZATION AND NATURE OF BUSINESS Commonwealth Advisors, Inc. (the Company) is a broker-dealer registered with the Securities and Exchange Commission (SEC) and a member of the Financial Industry Regulatory Authority, Inc. (FINRA), effective October 10, 2011. The Company is incorporated under the laws of the Commonwealth of Pennsylvania. The Company is registered to engage in private placement of securities and merger and acquisition advisory services. #### 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES #### Basis of Accounting The Company maintains its books and records on the accrual basis of accounting for financial reporting purposes, which is in accordance with U.S. generally accepted accounting principles and is required by the SEC and FINRA. #### Estimates The presentation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. #### Cash and Cash Equivalents For the purposes of the statement of cash flows, the Company defines cash equivalents as highly liquid investments with original maturity dates of less than ninety days that are not held for sale in the ordinary course of business. #### Property and Equipment Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Assets lives are five years for computers and equipment. Depreciation Expense for 2024 is \$0. # Income Taxes The Company files income tax returns in with the U.S. Federal jurisdiction and with the Commonwealth of Pennsylvania as a Corporation. The amount of current or deferred taxes payable or refundable is recognized as of the date of the financial statements, utilizing currently enacted tax laws and rates. {10}------------------------------------------------ Deferred tax expenses or benefits are recognized in the financial statements for the changes in deferred tax liabilities or assets between years. ## 3 RELATED PARTY TRANSACTION The Company, effective May 1, 2022, and most recently amended effective May 1, 2024 through April 30, 2025, has a sublease agreement with an entity under common control (the "Affiliate"). Under the sublease, the Company paid the Affiliate \$1,690 for specific office and administrative services provided by the Affiliate through December 31, 2024, recorded as rent. For the year ended December 31, 2024, the Company paid \$790 to other related parties for reimbursement of software expenses for accounting software. As of December 31, 2024, the Company had no amount due to the Affiliate or other related parties. #### 4 COMMITMENTS AND CONTINGENCIES The Company has evaluated commitments and contingencies in accordance with Accounting Standards Codification 450, Contingencies (ASC 450) and Accounting Standards Codification 440, Commitments (ASC 440). Management has determined that no significant commitments and contingencies exist as of December 3 1, 2024. #### 4a REVENUE RECOGNITION The Company recognizes advisory revenue according to ASC 606 -Revenue from Contracts with Customers, upon satisfaction of performance obligations under contract. Advisory services consist of valuation services as a flat fee earned as the services are provided. The Company provides merger and acquisition services to its clients. # 5 INCOME TAXES+ DEFFERED TAX ASSET The current and deferred portions of the income tax expense included in the Statement of Operations as determined in accordance with ASC 740 is as follows: {11}------------------------------------------------ #### **NOTES TO FINANCIAL STATEMENTS** #### **December 31, 2024** IRS PA Current (9,773) (4,055) (13,828) Deferred Total 1,666 (8,107) 691 (3,364) 2,357 (11,471) The income tax benefit differs from what is expected due to the State of Pennsylvania lowering its income tax rates thus reducing the deferred tax asset by \$2,357. | Expiration | | | |----------------|---------------------|---------| | Year | Federal | State | | 2032 | 54,555 | 62,506 | | 2033 | 11,646 | 11,646 | | 2035 | 9,212 | 9,212 | | 2037 | 5,213 | 5,213 | | 2039 | 16,869 | 16,075 | | 2040 | 7,083 | 7,083 | | 2041 | 17,454 | 17,454 | | 2042 | 47,573 | 47,573 | | 2043 | 55,838 | 55,838 | | 2044 | 48,024 | 48,024 | | | 273,467 | 280,624 | | 2024 Tax Rates | 21.00% | 8.49% | | | 57,428 | 23,825 | | | Total | 81,253 | | | Valuation Allowance | (8,206) | | | Deferred Tax Asset | 63,047 | The net Operating Loss Carry Forward as of December 3 1, 2024, is shown above. The Deferred Tax Asset is \$81,253. The Company anticipates a valuation allowance of \$18,206 to be applied to the Deferred Tax Asset based on estimated usage before expiration for a net balance of \$63,047. The Company recognizes and measures its unrecognized tax benefits in accordance with Accounting Standards Codification 740 (ASC 740), Income Taxes. Under that guidance, the Company assesses 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 Company has no uncertain tax positions at the year end. The Company is evaluating new accounting standards and will implement as required. {12}------------------------------------------------ # **COMMONWEAL TH ADVISORS, INC. NOTES TO FINANCIAL STATEMENTS** #### **December 31, 2024** #### 6 NET CAPITAL REQUIREMENTS The Company is subject to the Securities and Exchange Commission's Uniform Net Capital Rule (l 5c3-1) (the "Rule"), which requires the maintenance of minimum net capital. The Rule prohibits the Company from engaging in securities transactions at any time the Company's net capital, as defined by the Rule, is less than \$5,000, or if the ratio of aggregate indebtedness to net capital, both as defined, exceeds 1500% (and the rule of "applicable" exchange provides that equity capital may not be withdrawn, or cash dividends paid, if aggregate indebtedness exceeds 1000% of net capital). On December 31, 2024, the Company has net allowable capital of \$29,098, which is \$24,098 in excess of the required net capital of \$5,000. The Company's percentage of aggregate indebtedness to net capital is .32% as of December 31, 2024. Prepaid expenses reflected in the accompanying financial statements are not allowable assets for the purpose of computing minimum net capital under the Rule. The Company does not claim an exemption from SEC Rule 15c3-3, in reliance on Footnote 74 to SEC Release 34-70073, and as discussed in Q&A 8 of the related FAQ issued by SEC staff. The Company does not (1) directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers, (2) does not carry accounts of or for customers, and (3) does not carry P AB accounts. #### 7 ACCOUNTS RECEIVABLE An allowance for doubtful accounts is established against recorded accounts receivable if losses are estimated to have occurred through a provision for bad debt charged to earnings. Losses are charged against the allowance when management believes the collectability of a receivable is probable. Subsequent recoveries, if any, are credited to the allowance. The allowance for doubtful account is evaluated on a regular basis by management and is based on historical experience and specifically identified questionable receivables. The evaluation is inherently subjective, as it requires estimates that are susceptible to significant revision as more information becomes available. There were \$0 of Accounts Receivable at December 3 1, 2024 and \$7,000 at December 31, 2023. The Accounts Receivable at December 3 1, 2023 was due upon receipt of services and was received, and deposited in January 2024. {13}------------------------------------------------ # **COMMONWEAL TH ADVISORS, INC. NOTES TO FINANCIAL STATEMENTS** **December 31, 2024** #### 8 SINGLE REPORTABLE SEGMENT The Company is engaged in a single line of business as a securities broker-dealer, which is comprised of several classes of services, including investment banking and mergers and acquisition advisory services. The Company has identified its President as the chief operating decision maker ("CODM"), who uses net income to evaluate the results of the business, predominantly in the forecasting process, to manage the Company. Additionally, the CODM uses excess net capital (see Note 6), which is not a measure of profit and loss, to make operational decisions while maintaining capital adequacy, such as whether to reinvest profits or pay dividends. The Company's operations constitute a single operating segment and therefore, a single reportable segment, because the CODM manages the business activities using information of the Company as a whole. The accounting policies used to measure the profit and loss of the segment are the same as those described in the summary of significant accounting policies. The company derived 45.3 percent of its total revenues from a single external customer in 2024 #### 9. SUBSEQUENT EVENTS The Company evaluated subsequent events through February 20, 2025, the date its Financial Statements were issued. The Company did not identify any material subsequent events requiring adjustment to or disclosure in its financial statements. The Company has sustained recurring losses and negative cash flows from operations over the past two years. The Company's owner is committed to keeping the Company operating for the next 12 to 24 months via capital contributions, if necessary. Therefore, it will be able to meet its commitments and net capital requirements for that time period. {14}------------------------------------------------ ### SCHEDULE I ## COMPUTATION OF NET CAPITAL UNDER RULE 15c3-1 OF THE SECURITIES AND EXCHANGE COMMISSION AS OF DECEMBER 31, 2024 | TOTAL STOCKHOLDER'S EQUITY | \$95,915 | |-------------------------------------------------------------------------------------------------------------------------------------|----------| | QUALIFIED FOR NET CAPITAL | | | DEDUCTIONS AND/OR CHARGES | | | Non-allowable assets | \$66,817 | | Deferred tax asset | \$0 | | Other non-allowable assets | \$0 | | TOTAL DEDUCTIONS | \$66,817 | | NET CAPITAL | \$29,098 | | AGGREGATE INDEBTEDNESS | | | Accounts Payable | \$92 | | COMPUTATION OF BASIC NET
CAPITAL REQUIREMENTS | | | Minimum net capital required | \$5,000 | | Excess net capital | \$24,098 | | Net Capital more than the greater of 10% of
AI or 120% of minimum net capital
requirement | \$23,098 | | Percentage of aggregate indebtedness to net
capital | .32% | | RECONCILIATION WITH THE
COMPANY'S COMPUTATION
(INCLUDED IN PART II OF THE
AMENDED FORM X-17A-5 AS OF
DECEMBER 31, 2024 | | | There is no significant difference between the
net capital in Part IIA of the Amended Form
X-17A-5 and the Net Capital above. | | {15}------------------------------------------------ #### SCHEDULES II & III #### SCHEDULE II #### COMPUTATION FOR DETERMINATION OF RESERVE REQUIREMENTS FOR BROKERS AND DEALERS PURSUANT TO RULE 15c3-3 UNDER THE SECURITIES AND EXCHANGE COMMISSION The Company does not claim an exemption from SEC Rule 15c3-3, in reliance on footnote 74 to SEC Release 34-70073, and as discussed in Q&A 8 of the related FAQ issued by SEC staff. 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 customers of or for customers, and 3) did not carry PAB accounts (as defined in Rule 15c3-3) throughout the period ending December 3 1, 2024, without exception. #### SCHEDULE III #### INFORMATION RELATING TO THE POSSESSION OR CONTROL REQUIREMENTS UNDER RULE 15c3-3 OF THE SECURITIES AND EXCHANGE COMMISSION The Company does not claim an exemption from SEC Rule 15c3-3, in reliance on footnote 74 to SEC Release 34-70073, and as discussed in Q&A 8 of the related FAQ issued by SEC staff. 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 customers of or for customers, and 3) did not carry PAB accounts (as defined in Rule l 5c3-3) throughout the period ending December 31, 2024, without exception. {16}------------------------------------------------ # REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Ct/ z o 20 To the Shareholder of Commonwealth Advisors, Inc. We have reviewed management's statements for the year ended December 31, 2024, included in the accompanying Rule 15c3-3 Exemption Report pursuant to SEC Rule 17a-5, in which (1) Commonwealth Advisors, Inc. (the Company) did not claim an exemption under paragraph (k) of 17 \_., CL. C.F.R. §240.15c3-3, and (2) the Company is filing this Exemption Report relying on Footnote 74 of'D :f 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 include receiving transaction-based U compensation for identifying potential merger and acquisition opportunities for clients. In addition, • the Company did not directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers, other than money or other consideration received and promptly transmitted in compliance with paragraph (a) or (b)(2) of Rule 15c2-4 and/or funds received and promptly transmitted for effecting transactions via subscriptions on a subscription way basis where the funds are payable to the issuer or its agent and not to the Company; did not carry accounts of or for customers; and did not carry PAB accounts (as defined in Rule 15c3-3) throughout the most recent fiscal year without exception. Commonwealth Advisors, Inc's management is responsible for compliance with the exemption provisions and its statements. Our review was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included inquiries and other required procedures to obtain evidence about Commonwealth Advisors, Inc'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 17 C.F.R. § 240.17a-5, and related SEC Staff Frequently Asked Questions. Goldman & Company, CPA's, P.C. Marietta, Georgia February 20, 2025 {17}------------------------------------------------ ![](_page_17_Picture_0.jpeg) 1017 Mumma Road, Suite 302 Lemoyne, PA 17043 Office: 717-412-0859 Fax: 717-731-8205 # **Exemption Report** Commonwealth Advisors, Inc. is a registered broker-dealer subject to Rule 17a-5 promulgated by the Securities and Exchange Commission (17 C.FR. \$240.17a-5, "Reports to be made by certain brokers and dealers). This Exemption Report was prepared as required by 17 CF.R. \$ 240.17a-5(d)(1) and (4). To the best of its knowledge and belief, the Firm states the following: The Firm does not claim an exemption under paragraph (k) of 17 C.F.R. \$ 240.153-3; and the Firm is filing this Exemption Report in reliance on Footnote 74 to SEC Release 34-70073 and as discussed in Q&A 8 of the related FAQ issued by SEC staff. The Firm has no obligation under SEC Rule 15c3-3 because it does not directly or indirectly receive, hold or otherwise owe funds or securities for or to customers; does not carry accounts of or for customers; and does not carry P AB accounts. The Firm conducts business activities involving private placements of securities and merger and acquisitions advisory services. We do not accept customer funds or securities and will not have possession of any customer funds or securities in connection with our activities. The Firm had no exceptions to the provision identified above throughout the most recent fiscal year. 1, **(Vic)a.= eel)«** swear (or affirm) that, to my best knowledge and belief, this Exemption Report is true and correct. .. **?** CE6 Title Date Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.