# RHCA SECURITIES, LLC X-17A-5 (2023-03-07) — Broker-dealer annual report - Company: RHCA SECURITIES, LLC - Form: X-17A-5 - Filed: 2023-03-07 - Period: 2022-12-31 - Accession: 0001603037-23-000001 - CIK: 1603037 - File #: 8-69439 - Type: Broker-dealer - Material weakness: No - Auditor: EEPB, P.C. - Auditor location: Houston, TX - Contact: Kevin Regan - Phone: 832-548-0654 - Email: kregan@rockhouseca.com - Website: rockhouseca.com - Signed by: Kevin Regan (CCO) Original filing: https://www.sec.gov/Archives/edgar/data/1603037/000160303723000001/rhca.pdf --- {0}------------------------------------------------ | UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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nours per response: 12 | | | |---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------|-----------------|------------------------| | | ANNUAL REPORTS | | | SEC FILE NUMBER | | | FORM X-17A-5 | | | 69439 ' | | | PART Ill | | | | | | | | | | | Information Required Pursuant to Rules 17a-5, 17a-1Z, and lBa-7 under the Securities Excha.,.e Act of 1934 | FACING PAGE | | | | | FILING FOR THE PERIOD BEGINNING 01/01 /2022 | | AND ENDING 12/31 /2022 | | | | | MM/DD/YY | | | MM/DD/YY | | | A. REGISTRANT IDENTIFICATION | | | | | NAME oF FIRM: RHCA Securities, LLC | | | | | | TYPE OF REGISTRANT (check all applicable boxes):
D Security-based swap dealer
D Major security-based swap participant
l2J Broker-dealer
CJ Check here if respondent is also an OTC derivatives dealer | | | | | | ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) | | | | | | 1616 Voss, Suite 420 | | | | | | | (No. and Street) | | | | | Houston | Texas | | | 77057 | | (City) | (State) | | | (Zip Code) | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | | Kevin Regan | 832-548-0654 | | | kregan@rockhouseca.com | | (Name) | (Area Code - Telephone Number) | | (Email Address) | | | | B. ACCOUNTANT IDENTIFICATION | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing"'
EEPB, P.C. | | | | | | | (Name - If Individual, state last, first, and middle name} | | | | | 2950 North Loop West Freeway, Suite 1200 Houston | | | Texas | 77092 | | (Address) | (City) | (State) | | (Zip Code) | | 11/5/2003 | | 879 | | | | (Date of Registration with PCAOB)(lf applicable)
(PCAOB Registration Number, if applicable)
FOR OFFICIAL USE ONLY | | | | | | • 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·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 OMB control number. {1}------------------------------------------------ #### OATH OR AFFIRMATION 1, Kevin Regan swear (or affirm} that, to the best of my knowledge and belief, the financial report pertaining to the firm of RHCA Sec• 1ritie-s I I C , as of December 31 , 2022\_, 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 ~Pow-VJ Notary Public \ / 1.. 7 / 2.3 # This filing .. contains (check all applicable boxes): - 0l (a) Statement of financial condition. - l]l (b) Notes to consolidated statement of financial condition. - 0J (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}. - 01 (d) Statement of cash flows. - 01 (e) Statement of changes in stockholders' or partners' or sole proprietor's equity. - OJ (f) Statement of changes in lia biHties subordinated to claims of creditors. - DI (g) Notes to consolidated financial statements. . - 01 (h) Computation of net capital under 17 CFR 240.15c3-1or17 CFR 240.18a-1, as applicable. - DI (i) Computation of tangible net worth under 17 CFR 240.18a-2. - DI m Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.15c3-3. - 01 (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.lSa-4, as applicable. - DI (I) Computation for Determination of PAB Requirements under Exhibit A to § 240.15c3-3. - 81 (m) Information relating to possession or control requirements for customers under 17 CFR 240.15c3-3. - DI (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. - 01 (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-l, or 17 CFR 240.18a-2, as applicable, and the reserve requirements under 17 CFR 240.15c3-3or17 CFR 240.18a-4, as applicable, if material differences exist, or a statement that no material differences exist. - 151(p) Summary of financial data for subsidiaries not consolidated in the statement of financial condition. - 01 (q) Oath or affirmation in accordance with 17 CFR 240.17a-5, 17 CFR 240.17a-12, or 17 CFR 240.18a-7, as applicable. - DI (r) Compliance report in accordance with 17 CFR 240.17a-5or17 CFR 240.18a-7, as applicable. - 01 (s) Exemption report in accordance with 17 CFR 240.17a-5or17 CFR 240.18a-7, as applicable. - OJ (t) Independent public accountant's report based on an examination of the statement of financial condition. - 81 (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. - l]l (v) Independent public accountant's report based on an examination of certain statements in the compliance report under 17 CFR 240.17a-S or 17 CFR 240.18a-7, as applicable. - 01 (w) Independent public accountant's report based on a review of the exemption report under 17 CFR 240.17a-5 or 17 CFR 240.lBa-7, as applicable. - OJ (x) Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.15c3-1e or 17 CFR 240.17a-12, as applicable. - DI (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). DI (z)Other: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \_ - - ~--ro *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.* | Signature: | p /
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TV\ | | |------------|------------------------------------------|--| | ritle=cco | | | {2}------------------------------------------------ # **RHCA Securities, LLC** #### **TABLE OF CONTENTS DECEMBER 31, 2022** | REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 1 | |---------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----| | FINANCIAL STATEMENTS
Statement of Financial Condition | 2 | | Statement of Operations and Changes in Member's Equity | 3 | | Statement of Cash Flows | 4 | | Notes to Financial Statements | 5 | | SUPPLEMENTAL INFORMATION
Schedule I –
Computation of Net Capital under SEC Rule 15c3-1 | 8 | | Schedule II –
Computation
for
Determination of Reserve Requirements and
Information Relating to Possession or Control Requirements Pursuant to
Rule 15c3-3 | 9 | | Schedule III
–
Information Relating to the Possession or Control Requirements
under Rule 15c3-3 | 10 | | ADDITIONAL REPORTS AND RELATED INFORMATION
Report of Independent Registered Public Accounting Firm | 11 | | Exemption Report | 12 | {3}------------------------------------------------ ![](_page_3_Picture_0.jpeg) # REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM #### To the Member of RHCA SECURITIES, LLC # **Opinion on the Financial Statements** We have audited the accompanying statement of financial condition of RHCA SECURITIES, LLC as of December 31, 2022, the related statements of operations and 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 RHCA SECURITIES, LLC as of December 31, 2022, 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 RHCA SECURITIES, LLC's management. Our responsibility is to express an opinion on RHCA SECURITIES, LLC's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to RHCA SECURITIES, LLC in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and 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 Computation of Net Capital under SEC Rule 15c3-1, Computation for Determination of Reserve Requirements and Information Relating to Possession or Control Requirements Pursuant to Rule 15c3-3 and Information Relating to the Possession or Control Requirements under Rule 15c3-3 (the "supplemental information") has been subjected to audit procedures performed in conjunction with the audit of RHCA SECURITIES, LLC's financial statements. The supplemental information is the responsibility of RHCA SECURITIES, LLC's management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and 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 supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole. We have served as RHCA SECURITIES, LLC's auditor since 2019. Houston, Texas February 14, 2023 {4}------------------------------------------------ # **RHCA Securities, LLC STATEMENT OF FINANCIAL CONDITION AS OF DECEMBER 31, 2022** ## **ASSETS** | Cash
Prepaid expenses
Intercompany Receivable
Total assets | \$
\$ | 7,023
9,236
28,700
49,109 | |---------------------------------------------------------------------|----------|------------------------------------| | LIABILITIES AND MEMBER'S EQUITY | | | | Accounts payable | | 78 | | Total liabilities | | 4,228 | | Member's equity | | 44,881 | | Total liabilities and member's equity | \$ | 49,109 | The accompanying notes are an integral part of these financial statements. {5}------------------------------------------------ # **RHCA Securities, LLC STATEMENT OF OPERATIONS AND CHANGES IN MEMBER'S EQUITY FOR THE YEAR ENDED DECEMBER 31, 2022** | REVENUE | | |-----------------------------------------|--------------| | Transaction fees | \$
52,000 | | Total Revenue | 52,000 | | EXPENSES | | | Professional fees | 64,800 | | General and administrative | 14,390 | | Total Expenses | 79,190 | | NET OPERATING LOSS | (21,190) | | OTHER INCOME | | | Debt forgiveness | 6,000 | | NET OTHER INCOME | 6,000 | | NET LOSS | \$
15,190 | | MEMBER'S EQUITY | | | Member's equity as of December 31, 2021 | 19,721 | | Member
contributions | 46,350 | | Member's equity as of December 31, 2022 | \$
44,881 | The accompanying notes are an integral part of these financial statements. {6}------------------------------------------------ # **RHCA Securities, LLC STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2022** ## **CASH FLOWS FROM OPERATING ACTIVITIES** | Net Loss | \$
(15,190) | |-------------------------------------------------------------------------------------|----------------| | Gain on debt forgiveness | 6,000 | | Adjustments to reconcile net income
to net cash used in
operating activities: | | | Decrease
in prepaid expenses | 350 | | Decrease in accounts payable | (6,216) | | Net cash used in
operating activities | (27,056) | | CASH FROM
INVESTING ACTIVITIES | | | Intercompany Receivable | (28,700) | | Cash used in
investing activities | (28,700) | | CASH FLOWS FROM FINANCING ACTIVITIES | | | Member's Contribution | 46,350 | | Cash provided by financing activities | 46,350 | | NET DECREASE IN CASH | (9,406) | | Cash at beginning of year | 16,429 | | Cash at end of year | \$
7,023 | | SUPPLEMENTAL DISCLOSURES | | | Income taxes paid | \$
- | | Interest paid | \$
- | The accompanying notes are an integral part of these financial statements. {7}------------------------------------------------ # **RHCA SECURITIES, LLC NOTES TO FINANCIAL STATEMENTS** ## **1. ORGANIZATION AND NATURE OF BUSINESS** RHCA Securities, LLC (the "Company') was formed as a Limited Liability Company in Texas in 2014. The Company is a broker-dealer in securities registered with the Securities and Exchange Commission ("SEC") and is a member of the Financial Industry Regulatory Authority ("FINRA"). The Company's office is located in Houston, Texas. The Company is a wholly-owned subsidiary of Rock House Capital Advisors, LLC (the "Parent"). The Company is engaged to provide merger, acquisition, divestiture and advisory services to emerging growth and middle market companies. The Company will also provide assistance in raising debt and equity capital through the private placement of securities. # **2. SIGNIFICANT ACCOUNTING POLICIES** #### Basis of Presentation The accounting policies and reporting practices of the Company are in accordance with accounting principles generally accepted in the United States and conform to the predominant practices in the broker-dealer industry. #### Revenue Recognition The new revenue standard's core principle is that the Company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The new revenue standard requires entities to recognize revenue through the application of a five-step model, which includes: identification of the contract; identification of the performance obligations; determination of the transaction price; allocation of the transaction price to the performance obligations; and recognition of revenue as the entity satisfies the performance obligations. Transaction fees resulting from investment banking activities are recorded at closing of the transaction which is when the performance obligation is met. Subsequent contingent fees are recorded upon the occurrence of additional funding related to the original transaction and the income is reasonably determinable. #### Cash Cash, for purposes of the statement of cash flows, includes cash in a bank checking account. #### Accounts Receivable The Company evaluates the collectability of its receivables and establishes an allowance for doubtful accounts as of the balance sheet date based on known troubled accounts, historical experience, and other available evidence. ## Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of the 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. #### Fair Value of Financial Instruments Cash, prepaid expenses and payables are short-term in nature and accordingly are reported in the statement of financial condition at fair value or carrying amounts that approximate fair value. {8}------------------------------------------------ ## Income Tax The Company is treated as a flow-through entity for income tax purposes. As a result, the net taxable income of the Company and any related tax credits, for federal income tax purposes, are deemed to pass to the Parent and are included in the Parent's members' personal tax returns even though such net taxable income or tax credits may not actually have been distributed. Accordingly, no tax provision has been made in the financial statements since the income tax is a personal obligation of the individual members of the Parent. The Company is subject to state income tax. The Company has no provision for estimated Texas margin taxes for the year ended December 31, 2022. #### Recently Issued Accounting Pronouncements The Company does not believe that any other recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying financial statements. #### Subsequent Events The Company has evaluated all transactions from December 31, 2022 through the financial statement issuance date for subsequent event disclosure consideration. No reportable events were noted. ## **3. NET CAPITAL REQUIREMENTS** The Company is subject to the SEC Uniform Net Capital Rule (Rule 15c3-1), which requires the maintenance of minimum net capital and requires that the ratio of aggregate indebtedness to net capital, both as defined, shall not exceed 15 to 1 (and the rule of the "applicable" exchange also provides that equity capital may not be withdrawn or cash dividends paid if the resulting net capital ratio would exceed 10 to 1). At December 31, 2022, the Company had net capital of \$6,945 which was \$1,945 in excess of its required net capital of \$5,000. The Company's net capital ratio was .01 to 1 at December 31, 2022. ## **4. LIABILITIES SUBORDINATED TO CLAIMS OF GENERAL CREDITORS** During the year ended December 31, 2022, there were no subordinated liabilities to the claims of general creditors. Accordingly, a statement of changes in liabilities subordinated to claims of general creditors has not been included in these financial statements. ## **5. SIPC SUPPLEMENTAL REPORTING** The Company is exempt from the filing of the SIPC Supplemental Report as net operating revenues are less than \$500,000. ## **6. CONCENTRATION OF CREDIT RISK** The risk of default depends on the creditworthiness of the counterparty or issuer of the instrument. It is the Company's policy to review, as necessary, the credit standing of each counter-party. The Company's financial instruments that are subject to concentrations of credit risk primarily consist of cash. The Company places its cash with one high credit quality institution. At times, such cash may be in excess of the FDIC insurance limits. The Company believes that it is not exposed to any significant risk related to cash. {9}------------------------------------------------ # **7. CONTINGENCIES** In the ordinary course of conducting its business, the Company may be subjected to loss contingencies arising from lawsuits. Management believes that the outcome of such matters, if any, will not have a material impact on the Company's financial condition or results of future operations. # **8. RELATED PARTY TRANSACTIONS** The Company pays the Parent a monthly common sharing cost allocation fee. For the year ended December 31, 2022, the Company incurred allocation fees from the Parent of \$9,432, which was reflected in general and administrative expenses in the accompanying statement of operations and changes in member's equity. The existence of this association creates operating results and a financial position significantly different than if the companies were autonomous. As of December 31, 2022, the Company has a receivable from the Parent of \$28,700 for a short-term advance. {10}------------------------------------------------ # **RHCA SECURITIES, LLC** #### **SCHEDULE I COMPUTATION OF NET CAPITAL UNDER SEC RULE 15C3-1 AS OF DECEMBER 31, 2022** | NET CAPITAL
Total member's equity qualified for net capital | | \$ | 44,881 | |-------------------------------------------------------------------------------------------------------------------------------------------------------|--------------|-------------|--------| | Less nonallowable assets | \$
37,936 | | | | Other deductions / charges | 37,936
- | | 6,945 | | Net capital | | \$ | 6,945 | | AGGREGATE INDEBTEDNESS | | \$ | 78 | | NET CAPITAL REQUIREMENT | | \$ | 5,000 | | Minimum dollar net capital requirement of
reporting
broker or dealer | | \$ | 5,000 | | Net capital in excess of required minimum | | \$ | 1.945 | | Excess net capital at 1000% (net capital less
the
greater of 10% of total aggregate indebtedness
or 120% of minimum net capital requirement) | | \$ | 945 | | Ratio of aggregate indebtedness to net capital | | .01
to 1 | | No material differences existed between the audited computation of net capital pursuant to Rule 15c3-1 as of December 31, 2022, and the corresponding unaudited Part IIA of the FOCUS Report / Form X-17A-5 filed by RHCA Securities, LLC. {11}------------------------------------------------ #### **RHCA Securities, LLC** #### **SCHEDULE II COMPUTATION FOR DETERMINATION OF RESERVE REQUIREMENTS AND INFORMATION RELATING TO POSSESSION OR CONTROL REQUIREMENTS PURSUANT TO RULE 15c3-3** The Company does not claim an exemption under paragraph (k) of 17 C.F.R. § 240. 15c3-3, and is 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: (1) the private placement of securities; and (2) mergers and acquisitions advisory services, and the Company (1) 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); (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. {12}------------------------------------------------ #### **RHCA Securities, LLC** #### **SCHEDULE III INFORMATION RELATING TO THE POSSESSION OR CONTROL REQUIREMENTS UNDER RULE 15c3-3** The Company does not claim an exemption under paragraph (k) of 17 C.F.R. § 240. 15c3-3, and is 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: (1) the private placement of securities; and (2) mergers and acquisitions advisory services, and the Company (1) 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); (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. As of and for the year ended December 31, 2022, the Company has maintained its compliance with the conditions for exemption specified in Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5. {13}------------------------------------------------ ![](_page_13_Picture_0.jpeg) # REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Member of RHCA SECURITIES, LLC We have reviewed management's statements, included in the accompanying Rule 15c3-3 Exemption Report pursuant to SEC Rule 17a-5, in which (1) RHCA SECURITIES, LLC (the Company) did 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 the private placement of securities and mergers and acquisitions advisory services. 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. RHCA SECURITIES, LLC'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 RHCA SECURITIES, LLC's compliance with the exemption provisions. A review is substantially less in scope than an examination, the objective of which is the expression of an opinion on management's statements. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to management's statements referred to above for them to be fairly stated, in all material respects, based upon the Company's business activities contemplated by Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5, and related SEC Staff Frequently Asked Questions. Houston, Texas February 14, 2023 {14}------------------------------------------------ # **RHCA Securities' Exemption Report** RHCA Securities, LLC (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-5(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: (1) the private placement of securities; and (2) mergers and acquisitions advisory services, and the Company (1) 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); (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. RHCA Securities, LLC I, Kevin Regan, affirm that, to my best knowledge and belief, this Exemption Report is true and correct. Signature Chief Compliance Officer Title February ~~· 2023 Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.