# UCAP SECURITIES LLC X-17A-5 (2026-03-12) — Broker-dealer annual report - Company: UCAP SECURITIES LLC - Form: X-17A-5 - Filed: 2026-03-12 - Period: 2025-12-31 - Accession: 0001622850-26-000001 - CIK: 1622850 - File #: 8-69543 - Type: Broker-dealer - Material weakness: No - Auditor: HLB Gravier, LLP - Auditor location: Coral Gables, FL - Contact: Juan Massens - Phone: 786-558-1207 - Website: hlbgravier.com - Signed by: Juan Massens (COO) Original filing: https://www.sec.gov/Archives/edgar/data/1622850/000162285026000001/UCAPPublic25.pdf --- {0}------------------------------------------------ #### **STATEMENT OF FINANCIAL CONDITION** **For the Year Ended December 31, 2025 With Report of Independent Registered Public Accounting Firm** {1}------------------------------------------------ #### **UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549** 0MB APPROVAL 0MB Number: 3235-0123 Expires: Nov. 30, 2026 Estimated average burden hours per response: 12 # **ANNUAL REPORTS FORM X-17A-5 PART Ill** | | | SEC FILE NUMBER | |--|--|-----------------| |--|--|-----------------| 8-69543 **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 01101125 AND ENDING 12131125 ---------- ----------- MM/DD/VY MM/DD/VY **A. REGISTRANT IDENTIFICATION** UCAP Securities LLC NAME OF FIRM: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \_ TYPE OF REGISTRANT (check all applicable boxes): ■ Broker-dealer D Security-based swap dealer D Major security-based swap participant D Check here if respondent is also an OTC derivatives dealer ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) 1221 Brickell Avenue, Suite 2040 (No. and Street) Miami FL (City) (State) PERSON TO CONTACT WITH REGARD TO THIS FILING 33131 (Zip Code) Juan Massens 786-558-1 207 jmassens@ucapamerici (Name) (Area Code -Telephone Number) (Email Address) **B. ACCOUNTANT IDENTIFICATION** INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing\* HLB Gravier, LLP (Name - if individual, state last, first, and middle name) 4000 Ponce De Leon Blvd, Suite 61 0 (Address) 09/01/2009 Coral Gables (City) FL (State) 3676 33146 (Zip Code) **FOR OFFICIAL USE ONLY (PCAOB Reglstratloa Numbe,,** • **appUcablel** 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 the basis of the exemption. See 17 CFR 240.17a-S(e)(l)(ii), if applicable. **Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid 0MB control number.** {2}------------------------------------------------ #### **OATH OR AFFIRMATION** I, Juan Massens swear (or affirm) that, to the best of my knowledge and belief, the financial report pertaining to the firm of UCAP Securities LLC as of December 31 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 as that of a customer. ![](_page_2_Picture_4.jpeg) Notary Public Title: co #### **This filing\*\* contains (check all applicable boxes):** - (a) Statement of financial condition. - (b) Notes to consolidated statement offinancial condition. - D (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). - D (d) Statement of cash flows. - D (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. - D (h) Computation of net capital under 17 CFR 240.15c3-1 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 to 17 CFR 240.15c3-3. - D (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. - D (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. - D (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 240.15c3-3 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. - (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. - D (r) Compliance report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - D (s) Exemption report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - (t) Independent public accountant's report based on an examination of the statement of financial condition. - D (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. - 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. - D (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-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. {3}------------------------------------------------ # FINANCIAL STATEMENT and REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ### CONTENTS Page(s) | REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 1 | |---------------------------------------------------------|-------| | Financial Statement: | | | Statement of Financial Condition | 2 | | Notes to Financial Statement | 3 - 6 | {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) # **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To the Managers and Member ofUCAP Securities, LLC ### **Opinion on the Financial Statement** We have audited the accompanying statement of financial condition of UCAP Securities, LLC as of December 31, 2025, and the related notes ( collectively referred to as the "financial statement"). In our opinion, the financial statement presents fairly, in all material respects, the financial position of UCAP Securities, LLC as of December 31, 2025 in conformity with accounting principles generally accepted in the United States of America. ### **Basis for Opinion** This financial statement is the responsibility ofUCAP Securities, LLC's management. Our responsibility is to express an opinion on UCAP Securities, LLC's financial statement 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 UCAP 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 statement is 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 statement, 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 ouropm10n. *lhlJ* **'i** ~ *I* llr HLB Gravier, LLP We have served as UCAP Securities, LLC's auditor since 2025. Coral Gables, Florida March 10, 2026 4000 Ponce de Leon Blvd., Suite 610, Coral Gables, FL 33146 • Tel: 305.446.3022 • Fax: 305.446.6319 www.hlbgravier.com {5}------------------------------------------------ # **STATEMENT OF FINANCIAL CONDITION DECEMBER 31, 2025** | Assets | | |--------|--| | | | | Cash
Receivable with clearing broker
Accounts receivable
Accounts receivable - related party
Due from affiliates
Prepaid expenses
Fixed assets at cost, net of accumulated depreciation | \$
69,170
435,648
83,830
45,691
48,385
26,024 | |-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------| | of \$93,986
Total assets | \$
48,199
756,947 | | Liabilities and Member's Equity | | | Liabilities
Accounts payable and accrued expenses
Accounts payable - related party
Subordinated loan payable
Due to affiliate
Contigency (Note 6) | \$
140,045
106,579
125,400
3,776
- | | Total liabilities | 375,800 | | Member's equity
Total liabilities and member's equity | \$
381,147
756,947 | See report of independent registered public accounting firm and notes to financial statement. {6}------------------------------------------------ ### **NOTES TO FINANCIAL STATEMENT** #### **DECEMBER 31, 2025** #### **Note 1 - Organization and nature of business** UCAP Securities LLC (the "Company"), a limited liability company, was organized in the State of Delaware for the purpose of doing business in the State of New York and the State of Florida. The Company is a wholly-owned subsidiary of Union Capital Group USA LLC (the "Parent"). 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"). The Company is engaged in business as a securities broker-dealer. All transactions for the Company's customers are cleared through clearing brokerdealers on a fully disclosed basis. #### **Note 2 - Significant accounting policies** ### Allowance for credit losses In June 2016, the FASB issued guidance (FASB ASC 326) which significantly changed how entities will measure credit losses for most financial assets and certain other instruments that aren't measured at fair value through net income. The most significant change in this standard is a shift from the incurred loss model to the expected loss model. Under the standard, disclosures are required to provide users of the financial statements with useful information in analyzing an entity's exposure to credit risk and the measurement of credit losses. Financial assets held by the Company that are subject to the guidance in FASB ASC 326 were trade accounts. #### Segment reporting The Accounting Standards Update (ASU) 2023-07 issued by the Financial Accounting Standards Board (FASB) introduced enhancements to segment reporting requirements for public entities, including brokerdealers. The update aimed to improve the transparency and usefulness of financial disclosures for investors and other stakeholders. ASU 2023-07 disclosure requirements are effective for fiscal years starting after December 15, 2023. Company management reviewed the ASU 2023-07 disclosure requirements and determined that no additional disclosures are required as the Company has only one reportable segment. #### Revenue recognition The Company recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance requires an entity to follow a five-step model to (a) identify the contract(s) with a customer, (b) identify the performance obligations in the contract, (c) determine the transaction price, (d) allocate the transaction price to the performance obligations in the contract, and (e) recognize revenue when (or as) the entity satisfies a performance obligation. In determining 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 uncertainty associated with the variable consideration is resolved. {7}------------------------------------------------ # **NOTES TO FINANCIAL STATEMENT** ### **DECEMBER 31, 2025** #### **Note 2 - Significant accounting policies (continued)** #### Revenue recognition (continued) The Company buys and sells securities on behalf of its customers. Each time a customer enters into a buy or sell transactions; the Company charges a commission and or markups. Commissions and related clearing expenses are recorded on the trade date. The Company believes that the performance obligation is satisfied on the trade date because that is when the underlying financial instrument or purchaser is identified, the pricing is agreed upon and the risks and rewards of ownership of the securities have been transferred to/from the customer. Referral fees are recognized as earned based on the terms of the contracts. #### Cash and cash equivalents The Company considers all highly liquid assets purchased with an original maturity of three months or less to be cash equivalents. #### Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company's management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results may differ from those estimates. ### Property and equipment Property and equipment are stated at cost. Depreciation is calculated on the straight-line method over the estimated useful life of the related asset. | | Estimated | |------------------------|--------------| | Description | Useful Life | | Property and equipment | 3 to 7 years | ### **Subsequent Events** The Company has performed an evaluation of events that have occurred subsequent to December 31, 2025 and through March 10, 2026, the date of the filing of this report. There have been no material subsequent events that occurred during such period that would require disclosure in this report or would be required to be recognized in the financial statements as of December 31, 2025. ### **Note 3 - Concentrations of credit risk** The Company is engaged in various brokerage activities whose counterparties primarily include brokerdealers and other financial institutions. In the event counterparties do not fulfill their obligations, the Company may be exposed to risk. The risk of default depends on the creditworthiness of the counterparty. It is the Company's policy to review, as necessary, the credit standing of each counterparty with which it conducts business. The Company maintains cash balances at financial institutions that at times may exceed the amount covered by insurance provided by the Federal Deposit Insurance Corporation. There was no such excess amount at December 31, 2025. {8}------------------------------------------------ # **NOTES TO FINANCIAL STATEMENT** ### **DECEMBER 31, 2025** ### **Note 4 - Liabilities subordinated to claims of general creditors** The Company received a \$120,000 loan from the Parent on December 20, 2024, which is subordinated to all claims of present and future creditors of the Company prior to maturity. The loan has an interest rate of 4.5% and a maturity date of December 20, 2027, that is extendable an additional year without further action by either the lender or the Company unless thirteen months prior to maturity, notice is given that the schedule maturity date shall not be extended. The loan received FINRA approval on December 20, 2024. At December 31, 2025, subordinated loan payable was \$125,400 consisting of \$120,000 in principal and \$5,400 in interest, as shown on the statement of financial condition. Additional accrued interest of \$150 is included in accrued expenses. ### **Note 5 - Net capital requirements** The Company is subject to the SEC Uniform Net Capital Rule (SEC Rule 15c3-1), which requires the maintenance of minimum net capital and requires that the ratio of aggregated indebtedness to net capital, both as defined, shall not exceed 15 to 1. 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, 2025, the Company had net capital of \$249,018 which was \$149,018 in excess of its required net capital of \$100,000. The Company's aggregate indebtedness to net capital was 1.03 to 1. ### **Note 6 – Commitments and contingencies** The Company does not have any commitments, guarantees or contingencies including arbitration or other litigation claims that may result in a loss or future obligation. The Company is not aware of any threats or other circumstances that may lead to the assertion of a claim at a future date. ### **Note 7 – Financial instruments with off balance-sheet risk** In the normal course of business, the Company's customer activities involve the execution and settlement of various customer securities transactions. These activities may expose the Company to off-balance sheet risk in the event the customer or other broker is unable to fulfill its contracted obligations and the Company has to purchase or sell the financial instrument underlying the contract at a loss. ### **Note 8 – Related party transactions** The Company has an Expense Sharing Agreement ("Agreement") with its Parent and an affiliate. Pursuant to the agreement, the Company shares administrative, occupancy and other management and back-office services. As of December 31, 2025, \$45,691 was due from Affiliate and \$3,776 was due to the Parent, as stated on the statement of financial condition. Due from affiliate and due to the Parent, are due on demand and noninterest bearing. The Company has a sub clearing agreement with a related party, UCAP Bahamas. As of December 31, 2025, the Company owed UCAP Bahamas \$106,579 pursuant to this agreement, as shown on the Statement of Financial Condition. {9}------------------------------------------------ # **NOTES TO FINANCIAL STATEMENT** # **DECEMBER 31, 2025** ### **Note 9 - Clearing broker** The Company has entered into a Fully Disclosed Clearing Agreement with StoneX Financial Inc. ("Clearing Broker"). The Clearing Broker carries cash and margin accounts of the customers introduced by the Company and clears transactions on a fully disclosed basis for such accounts. In addition, the Clearing Broker is responsible for carrying, maintaining and preserving such books and records pertaining to its function as a Clearing Broker pursuant to the requirements of Rules 17a-3 and 17a-4 of the Securities Exchange Act of 1934. As of December 31, 2025, the amount due from the Clearing Broker was \$435,648 as stated in the statement of financial condition, which includes a deposit of \$158,427. The Company entered into a tri-party clearing agreement with StoneX Wealth Management and Pershing, LLC. No business has been conducted through this agreement for the year ended December 31, 2025. ### **Note 10 – Income taxes** The Company is a limited liability company and, as such, is not a taxpaying entity for federal and state income tax purposes. The income of the Company is reported by the parent on its respective tax returns. Accordingly, no provision for federal or state income taxes are recorded in the financial statements of the Company as of December 31, 2025. Uncertain tax positions - The Company adopted the provisions of "Accounting for Uncertainty in Income Taxes" which prescribes recognition thresholds that must be met before a tax position is recognized in the financial statements and provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. Under Accounting for Uncertainty in Income Taxes, an entity may only recognize or continue to recognize tax positions that meet a "more likely that not" threshold. The Company has evaluated its tax positions for the year ended December 31, 2025, and does not expect a material adjustment to be made. The Company is subject to routine audits by taxing jurisdictions; however, there are currently no audits in progress. ### **Note 11 – Retirement plan** In 2023 the Company adopted a defined contribution plan. The plan is a 401k/profit sharing plan and is eligible to all employees and members of the Company meeting certain eligibility. Eligible employees can elect to defer a portion of their salary or guaranteed payment to the 401k/profit sharing plan, while the Company can contribute a discretionary amount for profit sharing. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.