# JAMIESON CORPORATE FINANCE US LLC X-17A-5 (2025-06-17) — Broker-dealer annual report
- Company: JAMIESON CORPORATE FINANCE US LLC
- Form: X-17A-5
- Filed: 2025-06-17
- Period: 2025-03-31
- Accession: 0001595342-25-000003
- CIK: 1595342
- File #: 8-69412
- Type: Broker-dealer
- Material weakness: No
- Auditor: YSL & ASSOCIATES LLC
- Auditor location: New York, NY
- Contact: John Greenland
- Phone: 917-733-8137
- Signed by: John Michael Greenland (CEO)
Original filing: https://www.sec.gov/Archives/edgar/data/1595342/000159534225000003/public.pdf
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## JAMIESON CORPORATE FINANCE US LLC FINANCIAL STATEMENT PURSUANT TO 17a-S(d) OF THE SECURITIES AND EXCHANGE COMMISSION AND REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM MARCH 31, 2025
(IN US DOLLARS)
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# **JAMIESON CORPORATE FINANCE US LLC CONTENTS**
| Report oflndependent Registered Public Accounting Firm 1 | |
|-----------------------------------------------------------|--|
| Financial Statements: | |
| Statement of Financial Condition 2 | |
| Notes to Financial Statements 3-8 | |
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11 Broadway, Suite 700, New York, NY 10004 Tel: (212) 232-0122 Fax: (646) 218-4682
## **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**
To the Members of Jamieson Corporate Finance US LLC
#### **Opinion on the Financial Statement**
We have audited the accompanying statement of financial condition of Jamieson Corporate Finance US LLC (the "Company") as of March 31, 2025, and the related notes (collectively refe1Ted to as the "financial statement"). In our opinion, the financial statement presents fairly, in all material respects, the financial position of the Company as of March 31, 2025, in conf01mity with accounting principles generally accepted in the United States of Amelica.
#### **Basis for Opinion**
This financial statement is the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statement based on our audit. We are a public accounting fum 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 seclllities laws and the applicable mies and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of mate1ial lnisstatement, whether due to en or or fraud. Our audit included performing procedures to assess the 1isks of material lnisstatement of the financial statement, whether due to enor or fraud, and perfo1ming procedures that respond to those 1isks. 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.
We have se1ved as Jamieson Corporate Finance US LLC's auditor since 2021.
NewYork, NY
June 13, 2025
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## **JAMIESON CORPORATE FINANCE US LLC**
#### **STATEMENT OF FINANCIAL CONDITION**
#### **MARCH 31, 2025**
#### **(IN US DOLLARS)**
#### **ASSETS**
| Cash | \$
4,898,898 |
|-------------------------------------------|-----------------|
| Accounts receivable | 713,588 |
| Prepaid expenses | 26,826 |
| Operating lease right-of-use asset | 1,018,918 |
| Furniture and equipment at cost, | |
| less accumulated depreciation of \$27,351 | 38,291 |
| Security deposits | 145,788 |
| Total assets | \$
6,842,309 |
| LIABILITIES AND MEMBERS' EQUITY | |
| Liabilities: | |
| Accounts payable and accrued expenses | \$
1,755,184 |
| Due to affiliate | 136,768 |
| Operating lease liability | 1,098,423 |
| Total liabilities | 2,990,375 |
| Members' equity | 3,851,934 |
| Total liabilities and members' equity | \$
6,842,309 |
The accompanying notes are an integral pait of this financial statement.
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## **1. ORGANIZATION AND NATURE OF BUSINESS**
Jamieson Corporate Finance US LLC (the "Company") was organized as a Limited Liability Company in 2013. The Company was granted membership in the Financial Industly Regulatmy Authority ("FINRA") on June 22, 2015. It is a registered broker-dealer with the Securities and Exchange Commission ("SEC"), and is a member of the Securities Investor Protection Corporation ("SIPC").
The Company provides strategic financial advismy , mergers & acquisitions, and entity valuation services to and finding strategic partners for both private and public entities. The Company does not hold accounts or process tl-ansactions for customers. The Company also advises management teams through Financial Sponsor backed buyouts including assisting with the negotiation of their Incentive Plans. Investors usually consist of institutional investors, pension plans and other legal entities meeting the regulato1y definition of Qualified or Accredited investors.
#### Recent Issued Accounting Pronouncements
The Company does not believe that the adoption of any recently issued, but not yet effective, accounting standards will have a material effect on its financial position and results of operations.
#### **2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**
#### Basis of Presentation
The accompanying financial statements have been prepared in confo1mity with U.S generally accepted accounting principles ("GAAP") and the rnles and regulations of the United States Securities and Exchange Commission (the "Commission"). It is management's opinion, that all material adjustments (consisting of nmmal recuning adjustments) have been made which are necessa1y for a fair financial statement presentation.
#### Cash and cash equivalents
The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash equivalents are canied at cost, which approximates market value.
#### Accounting basis
The Company uses the accrnal basis of accounting for financial statement and income tax repo1ting. Accordingly, revenues are recognized when se1vices are rendered and expenses realized when the obligation is incmTed.
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## **2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)**
# Use of Estimates
The preparation of financial statements in confo1mity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the rep01ted 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 rep01ting period. Actual results could differ from those estimates.
## Income Taxes
The Company is a limited liability company, taxed as a partnership for federal and state income tax pmposes, and, thus, no federal or state income tax expense has been recorded in the financial statements. Taxable income of the Company is passed through to the members and reported on their individual tax retmns.
Pursuant to accounting guidance concerning provision for unce1tain income tax provisions contained in Accounting Standards Codification ("ASC") 740-10, there are no unce1tain income tax positions. The federal and state income tax retmns are subject to examination by the IRS and state taxing authorities, generally for three years after they were filed.
## Revenue Recognition
The Company recognizes revenue to depict the transfer of promised services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those se1vices. The guidance requires an entity to follow a five-step model to (a) identify the contract(s) with a customer, (b) identify the perfo1mance obligations in the contract, ( c) dete1mine the transaction price, ( d) allocate the transaction price to the perfo1mance obligations in the contract, (e) recognize revenue when (or as) the entity satisfies a perfo1mance obligation. In dete1mining the transaction price, an entity may include variable consideration only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized would not occur when the unce1tainty associated with the variable consideration is resolved.
The Company typically enters into contracts with clients calling for advisory fee se1vices and success fees to be paid out once the transaction is successfully completed. This success fee is typically a flat fee. Accordingly, the Company recognizes advis01y fees in the period earned, when the perf01mance obligations have been satisfied. In addition, the Company recognizes success fees at the date the performance obligation is satisfied which is at the completion of the transaction. During the year ended March 31, 2025, \$1,694,743 of advis01y fees was recognized over the time and \$3,915,525 of success fees was recognized at point in time.
## Significant Judgments
The recognition and measurement of revenue is based on the assessment of individual contract te1ms. Significant judgment is required to dete1mine whether perfo1mance obligations are satisfied at a point in time or over time; how to allocate transaction prices where multiple perf01mance obligations are identified; when to recognize revenue based on the appropriate measure of the Company's progress under the contract; and whether constraints on variable consideration should be applied due to uncertain futm·e events.
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#### **2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)**
## Fair Values of Financial lnstrnments
Financial Accounting Standards Board Accounting Standards Codification ("ASC") 825, "Financial lnstrnments," requires the Company to disclose estimated fair values for its financial instrnments. Fair value estimates, methods, and assumptions are set fo1th below for the Company's financial instnnnents: The canying amount of cash, accounts receivable, prepaid expenses and accounts payable and accrned expenses, approximate fair value because of the shmt maturity of those instllllilents.
#### Accounts Receivable
Accounts receivable is recorded at the an1ount the Company expects to collect on balances outstanding at year-end. The deternrination of the amounts of uncollectible accounts is based on the length of time each receivable has been outstanding, and a reasonable assessment of the capacity of the debtor to pay the receivable. The allowance for uncollectible amounts reflects the amount of loss that can be reasonably estimated by management and is included as pa1t of operating expenses in the accompanying statement of operations. As of April 1, 2024 and March 31, 2025, the Company's accounts receivable were \$505,500 and \$713,588 respectively. At March 31, 2025, the Company recorded total bad debts in the amount of \$12,000.
#### Contract Balances
Contract assets arise when the revenue associated with the contract is recogmzed prior to the Company's unconditional right to receive payment under a contract with a customer and are derecogmzed when either it becomes a receivable or the cash is received. Contract liabilities arise when customers remit contractual cash payments in advance of the Company satisfying its perfo1mance obligation under the contract and are derecogmzed when the revenue associated with the contract is recognized when the perfo1mance obligation is satisfied. The Company did not have any contract assets or liabilities at April 1, 2024. The Company has no contract assets and contract liabilities at March 31, 2025.
#### Foreign CmTency Transactions
The Company's functional cmTency and its repmting cmTency is the Umted States dollar. Transactions denominated in any cmTency other than the functional cmTency are conve1ted into United States dollars using the exchange rate in effect at the date of the transaction or the average rate for the period in the case of revenue and expense transactions. Moneta1y assets and liabilities are revalued into the repmting cun-ency at each balance sheet date using the exchange rate in effect at the balance sheet date, with any resulting exchange gains or losses being credited or charged to accumulated other comprehensive loss. Nonmonetaiy assets and liabilities are recorded in the repo1ting cunency using the historical exchange rate.
The Company does not engage in hedging activities to offset the risk of exchange rate fluctuations on financial transactions denominated in a foreign cunency. The transactions are translated into U.S. dollars on the Company's financial statements. Any umealized gain or loss due to spot rate fluctuations is included in Accumulated Other Comprehensive Loss.
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## **2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)**
## Concentrations of Credit Risk
The Company places its cash with a high credit quality financial institution. The Company's account at this institution is insured by the Federal Deposit Insurance Corporation ("FDIC") up to \$250,000. To reduce its risk associated with the failure of such financial institution, the Company evaluates at least annually the rating of the financial institution in which it holds deposits.
#### Fixed Assets
Acquisitions of furniture and equipment are recorded at cost. Improvements and replacements of furniture and equipment are capitalized. Maintenance and repairs that do not improve or extend the lives of furniture and equipment are charged to expense as incmTed. When assets are sold or retired, their cost and related accumulated depreciation are removed from the accounts and any gain or loss is repo11ed in the statements of income and retained earnings. Depreciation is provided over the estimated useful life of each class of depreciable assets and is computed using the straight-line method over the following useful lives:
| Computer and office equipment | 3 years |
|-------------------------------|---------|
| Fumitme and fixtmes | 7 years |
The Company had no impairment charges as of March 31, 2025. Depreciation expense for the period ended March 31, 2025, was \$9,377.
## Segment Reporting
The Company is engaged in a single line of business as a securities broker-dealer, which is comprised of providing co1porate financial adviso1y services related to mergers and acquisitions, debt financing, equity financing, derivative strategies and leveraged buy-outs.
The accounting policies for fees are the same as those described in the summa1y of significant policies. The chief operating decision maker assesses performance for the agency fee segment and decides how to allocate resomces based on net income that is repm1ed on the income statement. The measmement of segment assets is repm1ed on the statement of financial condition as total assets.
The chief operating decision maker uses net income to evaluate the results of the business operations and make decision whether to reinvest profits into the entity. The chief operating decision maker also uses net income in competitive analysis by benchmarking competitors.
The Company derives revenue primarily from No11h America. The Company's chief operating decision maker is the Managing Member.
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## **2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)**
## Allowance for Credit Losses
The Company follows ASC Topic 326, Financial Instruments - Credit Losses {"ASC 326"). The Company identified no fees receivable as impacted by the guidance. An allowance for credit losses may be based on the Company's expectation of the collectability of its receivables utilizing the CECL framework. The Company considers factors such as historical experience, credit quality, age of balances and cmTent and future economic conditions that may affect the Company's expectation of the collectability in detennining the allowance for credit losses. The Company's expectation is that the credit risk associated with its receivables is not significant. Accordingly, the Company has not provided an allowance for credit losses at March 31, 2025.
# **3. NET CAPITAL**
The Company is subject to the SEC Unifonn Net Capital Rule (Rule 15c3-1), which requires the maintenance of minimum net capital of \$5,000, and requires that the ratio of aggregate indebtedness to net capital, both as defined, not exceed 15 to 1. The rnle also provides that equity capital may not be withdrawn, cash dividends paid or the Company's operations expanded, if the resulting net capital ratio would exceed 10 to 1. At March 31, 2025, the Company had net capital of \$2,927,441 which was \$2,796,010 in excess of the FINRA minimum net capital requirement of\$131,431.
# **4. CONCENTRATION OF CUSTOMER REVENUES**
For the year ended March 31, 2025, three clients accounted for 61 % of the Company's accounts receivable.
# **S. RELATED PARTY TRANSACTIONS**
The Company has an Expense Sharing Agreement (the "Agreement") in place with its parent for se1vices that are shared and paid by the Parent. These expenses are allocated to the Company in accordance to the Agreement and the app011ionment is based on reasonable allocation agreed by the parties. The total expenses charged by the parent were \$413,883 including \$342,433 consulting expenses dming the year. As of the year ended March 31, 2025, the balance due to the parent was \$136,768.
## **6. COMl\flTMENTS AND CONTINGENCIES**
## Leases
The Company dete1mines if an anangement is a lease at inception. The Company's leases as a lessee were dete1mined to be operating leases and are included in the Company's statement of financial condition. In connection with F ASB 842 regarding leases, the Company records a right of use ("ROU") asset, which is offset by a coITesponding liability.
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## **6. COMMITMENTS AND CONTINGENCIES (continued)**
The Company recognizes the lease liability and a ROU asset on its balance sheet by recognizing the lease liability based on the present value of its future lease payments. The Company uses an incremental bo1rnwing rate of 5.5% based on what it would approximately have to pay on a collateralized basis to b01rnw an amount equal to the lease payments under similar ternis and in a similar economic environment. The Company recognizes lease costs on a straight-line basis over the lease te1m.
On 2nd March 2022 the Company signed 5 year and 6 month lease for new office space which rnns until 31st October 2027. On January 22, 2025 the Company signed an extended te1m agreement amending the original lease. The te1m of the lease commences on November 1, 2027 and ends December 31, 2029. The future minimum lease payments are as follows:
| Year Ending | |
|--------------------------------------|------------------|
| March 31, | Operating Leases |
| 2026 | \$274,011 |
| 2027 | 279,249 |
| 2028 | 275,586 |
| 2029 | 264.825 |
| 2030 | 198,619 |
| Total undiscounted lease
payments | \$1,292,290 |
| Less: imputed interest | (193,866) |
| Present value of | |
| Lease liabilities | \$1,098,423 |
The Company's office space lease requires it to make variable payments for the Company's prop01tionate share of operating expenses (i.e., building's prope1ty taxes, insurance, and common area maintenance). These variable lease payments are not included in lease payments used to dete1mine lease liability and are thus recognized as variable costs when incmTed. Rental expenses for the year ended March 31, 2025 was approximately \$244,888.
#### 7. **SUBSEQUENT EVENTS**
The Company evaluated events occmTing between the end of its fiscal year, March 31, 2025, through the date when the financial statements were issued and has noted no additional events that require disclosure of adjustment to these financial statements herein.
Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.