# PCF CAPITAL MARKETS, LLC X-17A-5 (2026-05-14) — Broker-dealer annual report - Company: PCF CAPITAL MARKETS, LLC - Form: X-17A-5 - Filed: 2026-05-14 - Period: 2025-12-31 - Accession: 0001575405-26-000003 - CIK: 1575405 - File #: 8-69278 - Type: Broker-dealer - Material weakness: No - Auditor: Morris & Morris PC - Auditor location: Needham, MA - Contact: Peter Flynn - Phone: 6173670099 - Signed by: Peter Flynn (CFO) Original filing: https://www.sec.gov/Archives/edgar/data/1575405/000157540526000003/audit2025amendedaddress.pdf --- {0}------------------------------------------------ **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 hours per response: 12 SEC FILE NUMBER **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 **01/01/2025** MM/DD/YY MM/DD/YY **A. REGISTRANT IDENTIFICATION** | NAME o F FIRM : PCF Capital Markets, LLC | | | |------------------------------------------|--|--| | | | | TYPE OF REGISTRANT (check all applicable boxes): 0 Broker-dealer D Security-based swap dealer D M ajor security-based sw ap participant D Check here if respondent is also an OTC derivatives dealer AND ENDING **12/31/2025** ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) | One Financial Center | | |----------------------|--| | | | | | (No. and Street) | | |--------|------------------|------------| | Boston | MA | 02111 | | (City) | (State) | (Zip Code) | PERSON TO CONTACT WITH REGARD TO THIS FILING | Peter F. Flynn | 617 -367 -0099 | Flynn@ peterflynnesq.com | | |----------------|--------------------------------|--------------------------|--| | (Name) | (Area Code - Telephone Number) | (Email Address) | | ### **B. ACCOUNTANT IDENTIFICATION** INDEPENDENT PUBLIC ACCOUNTANT whose reports are conta ined in t his fi ling\* # Morris & Morris, P.C. | | | 02494 | |--------|-----------------------|---------------------------------------------------------------------------------------------------------------------------------------------| | (City} | (State} | (Zip Code} | | | | | | | | | | | | | | | FOR OFFICIAL USE ONLY | (Name - if individual, state last, first, and middle name)
Needham Heights MA
4066
I PCAO B Regos'"""" N" m be,, ,1 appl; cable) I | • 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 t he basis of the exemption. See 17 CFR 240.17a-S(e){l){ii), if applicable. Persons w ho 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, Peter Flynn | | swear (or affirm) that, to the best of my knowledge and belief, the | |-------------------------------------------------------------------------------|----|-----------------------------------------------------------------------------------| | financial report pertaining to the firm of PCF Capital Markets, LLC
12/3 1 | | as of | | | 2~ | is true and correct. I further 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 asth1p.1..w...u..u.:.JJJ1..1u.t:.1-----------, | MICHELLE MAZZILU | |-----------------------------| | Notary Public | | mmonwealth of Massachusetts | | • •
•
March 19, 2032 | | | | | Title: *cru* # **This filing\*\* contains (check all applicable boxes):** - **liiil** (a) Statement of financial condition. - D (b) Notes to consolidated statement of financial condition. - **!!!I** (c) Statement of income (loss) or, if there is other comprehensive income in t he period(s) presented, a statement of comprehensive income (as defined in§ 210.1-02 of Regulation S-X). - ~ (d) Statement of cash flows. - **liiil** (e) Statement of changes in stockholders' or partners' or sole proprietor's equity. - D (f) Statement of changes in liabilities subordinated to claims of creditors. - D (g) Notes to consolidated financial statements. - **liiil** (h) Computation of net capital under 17 CFR 240.1Sc3-1 or 17 CFR 240.18a-1, as applicable. - D (i) Computation of tangible net worth under 17 CFR 240.18a-2. - D (j) Computation for determination of customer reserve requirements pursuant to Exhibit A t o 17 CFR 240.1Sc3-3. - D (k) Computation for determination of security-based swap reserve requirements pursuant to Exhibit B to 17 CFR 240.1Sc3-3 or Exhibit A t o 17 CFR 240.18a-4, as applicable. - D (I) Computation for Determin ation of PAB Requirements under Exhibit A to§ 240.15c3-3. - D (m) Information relating t o possession or control requirements for customers under 17 CFR 240.1Sc3-3. - D (n) Information relating to possession or control requirements for security-based swap customers under 17 CFR 240.1Sc3-3(p)(2) or 17 CFR 240.18a-4, as applicable. - **liiil** (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 240.1Sc3-3 or 17 CFR 240.18a-4, as appl icable, if mat erial 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 . - **liiil** (q) Oath or affirmat ion in accordance with 17 CFR 240.17a-5, 17 CFR 240.17a-12, or 17 CFR 240.18a-7, as applicable. - D (r) Compliance report in accordance with 17 CFR 240.l 7a-5 or 17 CFR 240.18a-7, as applicable. - **liiil** (s) Exemption report in accordance with 17 CFR 240.l 7a-S or 17 CFR 240.18a-7, as applicable. - D (t) Independent public accountant's report based on an examination of the statement of financial condition. - **liiil** (u) Independent public accountant's report based on an examination of the financial report or financial statements under 17 CFR 240.l 7a-5, 17 CFR 240.18a-7, or 17 CFR 240.l 7a-12, as applicable. - D (v) Independent public accountant's report based on an examination of certain statements in the compliance report under 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - ~ (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 240.1Sc3-le or 17 CFR 240.17a-12, as applicable. - D (y) Report describing any material inadequacies found to exist or found to have existed since the date of the previous audit , or a statement that no material inadequacies exist, under 17 CFR 240.17a-12(k). D (z) Other:----------------- ------ -------------- - \*\*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 AND SUPPLEMENTARY INFORMATION Year Ended December 31, 2025 {3}------------------------------------------------ # **TABLE OF CONTENTS** | REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 1-2 | |-------------------------------------------------------------------------|-----| | FINANCIAL STATEMENTS | | | 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 | 7-9 | | SUPPLEMENTAL SCHEDULES | | | Computation of Net Capital Pursuant to Uniform Net Capital Rule I 5c3-l | I 0 | | Report of Independent Registered Public Accounting Firm on Exemption
Under Rule I 5c3-3 | 11 | |--------------------------------------------------------------------------------------------|----| | | | | Exemption under Rule l 5c3-3 | 12 | {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) # **Report oflndependent Registered Public Accounting Firm** January 29, 2026 ## **TO THE DIRECTORS AND EQUITY OWNERS OF PCF CAPITAL MARKETS, LLC** One Financial Center Boston, MA 02111 ## *Opinion on the Financial Statements* We have audited the accompanying statement of financial condition of PCF Capital Markets, LLC (the "Company") as of December 31, 2025, 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 3 I, 2025, 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/or Opinion* These financial statements are the responsibility of the Company's management. Our responsibi lity 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 bel ieve that our audit provides a reasonable basis for our opinion. 32 1..,::earncy Road • Needham Heights, i\I.A 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 oflndependent Registered Public Accounting Firm (Continued)** ### **TO THE DIRECTORS AND EQUITY OWNERS OF PCF CAPITAL MARKETS, LLC** January 29, 2026 Page 2 ## *Supplemental Information* The information contained in The Computation of Net Capital Under Rule 15c 3-1 of the Securities and Exchange Comm ission ("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. I 7a-5. In our opinion, the Computation of Net Capital Under Rule 15c3-I 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 20 I 8. Needham Heights, MA 02494 ![](_page_5_Picture_7.jpeg) The CPA. Never Underestimate the Value\_>-~ {6}------------------------------------------------ # **STATEMENT OF FINANCIAL CONDITION December 31, 2025** ### **ASSETS** | Cash | \$ | 25,000 | |---------------------------------------|----|-----------| | Total Assets | \$ | 25,000 | | LIABILITIES AND MEMBER'S EQUITY | | | | Accrued expenses | \$ | 6,568 | | Total Liabilities | | 6,568 | | Member's Equity | | | | Member contributions | | 89,233 | | Accumulated deficit | | (70,80 I) | | Total Member's Equity | | 18,432 | | Total Liabilities and Member's Equity | \$ | 25,000 | {7}------------------------------------------------ # **STATEMENT OF OPERATIONS Year Ended December 31, 2025** | Revenue | | |------------------------|----------------| | FINRA Rebate | 1,352 | | Operating expenses: | | | Professional Fee-Audit | 6,000 | | Regulatory fees | 17,937 | | Net loss | \$
(22,585) | | | | {8}------------------------------------------------ # **STATEMENT OF CHANGES** IN **MEMBER'S EQUITY Year Ended December 31, 2025** | | Member
Contributions | Accumulated
Deficit | Total | |----------------------------|-------------------------|------------------------|----------| | Balance, January I, 2025 | \$
67,462 | (48,216) \$ | 19,246 | | Net loss | | (22,585) | (22,585) | | Member contribution | 21 ,771 | | 21,771 | | Balance, December 3 1,2025 | \$
89,233 | (70,80 I)\$ | 18,432 | **See Accompanying Independent Registered Public Accounting Firm's Report and Notes to Financial Statements 5** {9}------------------------------------------------ ## **PCF Capital Markets** # **STATEMENT OF CASH FLOWS Year Ended December 31, 2025** | Cash flows from operating activities:
Net loss | \$
(22,585) | |-----------------------------------------------------|----------------| | Changes in operating assets and liabilities:
CRD | 300 | | Accounts payable | 5 14 | | Net Cash Used for operating activities | (2 1,77 I) | | Cash flows from financing activities: | | | Member contributions | 21 ,771 | | Net Cash Provided by Financing Activities | 21,77 1 | | Net increase in cash during the year | | | Cash, beginning of year | 25,000 | | Cash, t:nJ uf year | \$
25,000 | **See Accompanying Independent Registered PublicAccounting Firm's Report and Notes to Financial Statements** - **6** - {10}------------------------------------------------ ### **NOTES TO FINANCIAL STATEMENTS December 31, 2025** #### Note I **Organization and nature of business** PCF Capital Markets, LLC (the "Company") was formed on February 9, 2012 and is a Delaware limited liability company. The Company acts as an agent for the issuer of corporate securities for private placements per membership agreement with the Financial Industry Regulatory Authority ("FIN RA"). The Company is a registered broker under the Securities Exchange Act of 1934 and is a member of FINRA and Securities Investor Protection Corp ("SIPC). #### Note 2 **Summary of significant accounting policies** ### **Method of Accounting** The Financial Statements have been prepared in conform ity with accounting principles generally accepted in the United States of America, as established by the Financial Accounting Standards Board (FASB) and issued in the FASB Accounting Standards codification (the "Codification"), utilizing the accrual basis method of accounting. ### **Income taxes** The sole member of the Company has elected to have the Company taxed as a singlemember LLC. Accordingly, the Company is not subject to federal or state income taxes. A ll taxable income/loss and tax credits are reflected on the income tax returns of the member. ### **Income tax positions** The Financial Accounting Standards Board ("FASB") has issued a standard that clarifies the accounting and recognition of income tax positions taken or expected to be taken in the Company's income tax returns. The Company has analyzed tax positions taken for filing with the Internal Revenue Service and all state jurisdictions where it operates. The Company believes that the income tax positions wi ll be sustained upon examination and does not anticipate any adjustments that would result in a material adverse affect on the Company' s financial condition, results of operations or cash flows. Accordingly, the Company has not recorded any reserves or related accruals for interest and penalties for uncertain income tax positions. If the Company incurs interest or penalties as a result of unrecognized tax positions the policy is to class ify interest accrued with interest expense and penalties thereon with operating expenses. The Company is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. {11}------------------------------------------------ ## **NOTES TO FINANCIAL STATEMENTS (CONTINUED) December 31, 2025** #### Note 2 **Summary of significant accounting policies (continued)** ### **Fair value of financial instruments** The carrying amounts of financial instruments, including cash, prepaid expenses, and accrued expenses approximate fair value due to the short-term nature of these assets and **1** iabi I ities. ### **Use of estimates** Management uses estimates and assumptions in preparing financial statements. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could differ from these estimates. ### **Revenue recognition** The Company recognizes revenue upon completion of private placement of corporate securities. Fees are charged based upon an agreed upon percentage of the proceeds of the transaction. Effective January I , 2019, ASU 2014-09-Revenue from Contracts with Customers, and subsequent amendments, collectively created a new Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers. ASC 606 replaces most of the existing revenue recognition guidance found in generally accepted accounting principles in the United States of America, prior thereto; and, established a new, single revenue framework to recognize revenue from contracts with customers and offers disclosures for revenue transactions ### **Recent Accounting Pronouncements** In November 2023, the FASS 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 repo1table segment. Using the management approach, qualitative and quantitative criteria established by ASC 280, the Company is considered to be a single reportable segment. The CCO/CFO 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. {12}------------------------------------------------ ## **NOTES TO FINANCIAL STATEMENTS (CONTINUED) December 31, 2025** #### Note 3 **Net capital requirements** The Company is subject to the Securities and Exchange Commission Uniform Net Capital Rule (Rule I 5c3- I), which requires the maintenance of a minimum net capital balance and requires that the Company's aggregate indebtedness to net capital, as defined, shall not exceed 15 to I. At December 31, 2025 the Company's net capital was \$18,432, which was \$ 13,432 in excess of its required net capital of \$5,000. The Company' s aggregate indebtedness to net capital was 0.36 to I. #### Note 4 **Related party transactions** The Company is under 100% common ownership with Provident Healthcare Partners (" Provident"). The Company has a management agreement with Provident, whereby Provident assumes and pays expenses related to professional and regulatory fees of the Company. In exchange, the Company is obligated to pay Provident a fee equal to the costs incurred by Provident plus an additional amount, which will reflect the time and effort of Provident based upon an allocation of time spent by Provident employees. No amounts were paid to Provident under this agreement during 2025. #### Note 5 **Concentrations of credit risk** The Company maintains its cash at financial institutions in bank deposits which may exceed federally insured limits. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any significant risk with respect to cash. #### Note 6 **Statement of Cash Flows** For the year ended December 31, 2025, the Company did not have any significant noncash investing or financing activities. #### Note 7 **Subsequent Events** The Company has evaluated subsequent events through January 29, 2026, which is the date the financial statements were available to be issued and has determined that there are no additional disclosures required. {13}------------------------------------------------ ## **COMPUTATION OF NET CAPITAL PURSUANT TO UNIFORM NET CAPITAL RULE 15c3-1 Year Ended December 31, 2025** | Capital | | | |----------------------------------------------------------------------------------------------------------|----------|-----------| | Member contributions | \$ | 89,233 | | Accumulated deficit | | (70,801 ) | | | | 18,432 | | | | | | Net capital | \$ | 18,432 | | Aggregate indebtedness | | | | Accrued expenses | \$ | 6,568 | | Computation of basic net capital requirement | | | | Minimum net capital required | \$ | 438 | | Minimum dollar net capital required | | 5,000 | | Net capital requirement | | 5,000 | | Excess net capital | \$ | 13,432 | | Net capital less 120% of minimum | | | | dollar net capital required | \$ | 12,432 | | Ratio of aggregate indebtedness to net capital | 0.36to 1 | | | Reconciliation with Company's computation (included
in Part II of Form 17 A-5 as of December 31, 2025 | | | | Net capital, as reported in Company's part II (unaudited) focus report | \$ | 18,432 | | Net capital per above | \$ | 18,432 | | No material differences exist between the audited Computation of | | | net capital and the unaudited net capital as reported on the Company's Focus report for the year ended December 31 , 2025. {14}------------------------------------------------ ![](_page_14_Picture_0.jpeg) ## **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON EXEMPTION REPORT** January 29, 2026 ### **TO THE DIRECTORS AND EQUITY OWNERS OF PCF CAPITAL MARKETS, LLC** One Financial Center Boston, MA 021 I I We have reviewed management's statement, included in the accompanying Rule I 5c3-3 Exemption Report pursuant to SEC Rule I 7a-5, in which (I) PCF Capital Markets, LLC did not claim an exemption under paragraph (k) of 17 C.F.R. §240 15c3-3, and (2) PCF Capital Markets, LLC 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 (I) proprietary trading; (2) effecting securities transactions via subscriptions on a subscription way basis where the funds are payable to the issuer or its agent and not to the Company; (3) receiving transaction-based compensation for identifying potential merger and acquisition l)pportunities for clients, referring securities transactions to other broker-dealers. or providing technology or platform services; ( 4) participating in distributions of securities (other than firm commitment underwritings) in accordance with the requirements of paragraphs (a) or (b)C:2) of Rule I Sc2-4; and/or (5) engaging solely in activities permitted for capi tal acquisition brokers ("CAB") as defined in FINRA's CAB rules and approved for membership in FINRA as a CAB. In addition. PCF Capital Markets. I.LC (I) 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 Ruic I 5c3-3) throughout the most recent fiscal year ended December 3 I. 2025, without exception. PCF Capital Markets. LL Cs managemenl 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 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 ofan 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 PCF Capital Markets, LLC 's business activities contemplated by Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. the conditions set forth in Footnote 74 of the SEC Release No. 34-70073 §240. I 7a-5, and related SEC Staff Frequently Asked Questions. Certified Public Accountants 32 1':earnt:)' Roa