# NOVA CAPITAL SOLUTIONS, LLC X-17A-5 (2026-03-30) — Broker-dealer annual report - Company: NOVA CAPITAL SOLUTIONS, LLC - Form: X-17A-5 - Filed: 2026-03-30 - Period: 2025-12-31 - Accession: 0001630396-26-000001 - CIK: 1630396 - File #: 8-69575 - Type: Broker-dealer - Material weakness: No - Auditor: Mercurius & Associates LLP - Auditor location: New Delhi, K7 - Contact: Krista Kersey - Phone: 9546102522 - Email: kkersey@novacaptl.com - Website: novacaptl.com - Signed by: Krista Kersey (Managing Member, President & CEO) Original filing: https://www.sec.gov/Archives/edgar/data/1630396/000163039626000001/2025AuditFinal-NovaCaptl.pdf --- {0}------------------------------------------------ | | (No. and Street) | | | | |---------------------------------------------------------------------------------------------------------|------------------------------------------------------------|--------------------------------------------|-----------------------|--| | Pompano Beach | ﺎ | | 33062 | | | (City) | (State) | | (Zip Code) | | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | | Krista Kersey | (954) 610-2522 | | kkersey@novacaptl.com | | | (Name) | (Area Code - Telephone Number) | (Email Address) | | | | | B. ACCOUNTANT IDENTIFICATION | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing*
Mercurius & Associates LLP | | | | | | | (Name - if individual, state last, first, and middle name) | | | | | A-94/8, Wazirpur Industrial Area | New Delhi | India | 110052 | | | (Address) | (City) | (State) | (Zip Code) | | | 02/10/2009 | | 3223 | | | | (Date of Registration with PCAOB)(if applicable) | | (PCAOB Registration Number, if applicable) | | | | | FOR OFFICIAL USE ONLY | | | | {1}------------------------------------------------ - - - - - - - - - - - - - - - - - - - - - - - - - - - {2}------------------------------------------------ # **NOVA CAPITAL SOLUTIONS, LLC** ### **FINANCIAL STATEMENTS** **AND** **SUPPLEMENTARY INFORMATION** **FOR THE YEAR ENDED DECEMBER 31, 2025** {3}------------------------------------------------ # **TABLE OF CONTENTS** | Oath or Affirmation 1 | | |----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--| | Report of Independent Registered Public Accounting Firm 2 | | | Financial Statements: | | | Statement of Financial Condition 3 | | | Statement of Operations 4 | | | Statement of Changes in Members' Equity 5 | | | Statement of Cash Flows 6 | | | Notes to Financial Statements 7-10 | | | Supplementary Information: | | | Schedule I - Computation of Net Capital under Rule 15c3-1 of the
Securities and Exchange Commission 11 | | | Schedule II - Computation for Determination of Reserve Requirement and Information
Relating to Possession and Control Requirements under Rule 15-c-3-3 of the Securities
and Exchange Commission
………………………………………………………………………………. 12 | | | Report of Independent Registered Public Accounting Firm on Rule 17a-5 Exemption Report…………13 | | | Rule 17a-5 Exemption Report ………………………………………………………………………………14 | | {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) MERCURIUS & ASSOCIATES LLP +91 1] 4559 6689 info@maslp.com www.masllp.com # Report of the Independent Registered Public Accounting Firm #### To the Members of NOVA Capital Solutions, LLC #### Opinion on the Financial Statements We have audited the accompanying statement of financial condition of NOVA Capital Solutions, LLC (the "Company") as of December 31, 2025, and the related statements of operations, changes in Members' equity and cash flows for the year then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, 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 the Company's management. Our responsibility 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. ur 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. #### Supplemental Information Schedule I (Computation of Net Capital Requirements Pursuant to Rule 15c3-1), I (Computation for Determination of Reserve Requirements Pursuant to Rule 15c3-3), III (Information Relating to Possession or Control Requirements under Rule 15c3-3) has been subjected to audit procedures performed in conjunction with the audit of 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. ![](_page_4_Picture_14.jpeg) LLPIN: AAG-1471 A-94/8, Wazirpur Industrial Area New Delhi-110052, India {5}------------------------------------------------ In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with Rule17 C.F.R. § 240. 17a-5. In our opinion, the supplemental information contained in schedule I, Il and ll are fairly stated, in all material respects, in relation to the financial statements as a whole. Mercurius & Associates LLP We have served as the Company's Auditor since 2023. New Delhi, India March 30, 2026 {6}------------------------------------------------ # **Nova Capital Solutions, LLC Statement of Financial Condition For the Year Ended December 31, 2025** ### **ASSETS** | Current Assets: | | |---------------------------------------|--------------| | Cash and cash equivalents | \$
16,403 | | Other Current Assets | | | Commission Receivable | - | | FINRA Renewal | 2,091 | | Prepaid Expenses | 1,311 | | Total Assets | \$
19,805 | | LIABILITIES AND MEMBERS' EQUITY | | | Current Liabilities: | | | Accounts payable and accrued expenses | - | | Total Liabilities | - | | Members' Equity: | 19,805 | | Total Liabilities and Members' Equity | \$
19,805 | {7}------------------------------------------------ # Nova Capital Solutions, LLC Statement of Operations For the Year Ended December 31, 2025 | Revenues: | | |------------------------------|---------------| | Private Placement Fees | \$
113,399 | | Other Income | \$
1,431 | | Referral Fees | - | | Total Revenues | \$
114,830 | | Expenses: | | | Commission Expense | \$
80,885 | | Communication Costs Computer | 3,139 | | Telephone Expenses | 1,038 | | Licenses and Permits | 139 | | Fidelity Bond | 1,023 | | Professional Fees | 13,460 | | Regulatory Fees | 3,924 | | Continuing Education | 158 | | Travel | 258 | | Rent/Storage | 1,699 | | Utilities/Misc. | 586 | | Total Expenses | \$
106,309 | | Net Income | \$
8,521 | The accompanying notes are an integral part of these financial statements. These financial statements and supplemental information are deemed confidential pursuant to subparagraph (e) (3) of Rule 17-a-5 of the Securities and Exchange Commission. {8}------------------------------------------------ # Nova Capital Solutions, LLC Statement of Changes in Members' Equity For the Year Ended December 31, 2025 | Members' Equity, beginning of year | \$
7,718 | |----------------------------------------------------------|--------------| | Prior Period Adjustment (Adjustment to Retained Earning) | \$
2,066 | | Capital Contributions | 1,500 | | Return of capital | - | | Net Income | 8,521 | | Members' Equity, end of year | \$
19,805 | {9}------------------------------------------------ # Nova Capital Solutions, LLC Statement of Cash Flows For the Year Ended December 31, 2025 | Cash flows from operating activities: | | | | |-------------------------------------------------------|-----------------------|--------------|---| | Net Income | | \$
8,521 | | | Adjustments to reconcile net loss to net cash used in | | | | | operating activities: | | | | | Changes in assets and liabilities: | | | | | (Increase) decrease in: | | | | | | Prepaid Expenses | (1,263) | | | | Accounts Payable | | - | | | Accrued Expenses | | - | | | FINRA Renewal Account | (2,091) | | | Total Adjustments to reconcile Net Income to Net Cash | | (3,354) | | | provided by operations: | | | - | | Net cash used by operating activities | | 5,167 | | | | | | | | Cash provided by Financing activities: | Contributions KK | 1,500 | | | (Represent Increase in
Retained Earning as Prior | Capital NU | 2,066 | | | Period Adjustment) | | | | | Net cash provided by financing activities | | 3,566 | | | | | | | | Net cash increase for period | | \$
8,733 | | | | | | | | Cash, beginning of year | | \$
7,670 | | | Cash, end of year | | \$
16,403 | | | | | | | | Supplemental disclosure of cash flow information: | | | | | Cash paid during the year for interest | | \$ | - | | Cash paid during the year for taxes | | \$ | - | {10}------------------------------------------------ ### *NOTE 1 - DESCRIPTION OF BUSINESS* Nova Capital Solutions, LLC (the "Company") is registered as a broker-dealer in securities transactions under the Securities Exchange Act of 1934. The Company is a member of the Financial Industry Regulatory Inc. (FINRA) and the Securities Investor Protection Corporation. The Company is a Florida Limited Liability Corporation. The Company has adopted December 31st as its year-end. Nova Capital Solutions, LLC has been formed to provide financial advisory and private placement services to early stage, growth stage and mature corporate entities. Nova Capital has designed structured programs for arranging financings and effecting M&A transactions. The Company expects that approximately 90% of its business will be related to participating as a selected dealer in private placement transactions. # *NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES* #### *Basis of Presentation* The Company's financial statements are prepared using the accrual method of accounting in accordance with accounting principles generally accepted in the United States of America. #### *Cash and Cash Equivalents* The Company considers all highly liquid debt instruments with original maturities of three months or less to be cash equivalents. #### *Property and Equipment* The company has no property or equipment yet. The main office is currently located in a remote location. The accounting treatment for property and equipment will be stated at cost less accumulated depreciation. Depreciation and amortization will be provided using the straight-line method over the estimated economic lives of the assets, which are from five to seven years. Expenditures for maintenance and repairs are charged to expense as incurred. Depreciation expense amounted to \$0 for the year ended December 31, 2025. ### *Revenue Recognition Standard ASC-606* In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, "Revenue from Contracts with Customers." This standard along with its related amendments, requires companies to recognize 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 Financial Accounting Standards Board (FASB) issued (ASU) No. 2015-14 that deferred the effective date until annual periods beginning after December 15, 2019. Earlier adoption is permitted subject to certain limitations. The Financial Accounting Standards Board (FASB) allows two adoption methods under ASC 606. The guidance requires an entity to follow a five-step model to recognize revenue in order 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. Companies are permitted to either apply the requirements retrospectively to all prior periods presented, or apply the requirements in the year of adoption, through cumulative adjustment. The Company believes that it will not have a material impact on its financial statements. {11}------------------------------------------------ ### **NOVA CAPITAL SOLUTIONS, LLC NOTES TO FINANCIAL STATEMENTS YEAR ENDED DECEMBER 31, 2025** #### *Revenue Recognition Standard ASC-606 (continued)* The Company earns revenue from investment banking, consulting, and participating in private placements as a selling group member. Fees for investment banking and consulting are recognized as services provided. Investment banking fees are generally based on a percentage of the total value of a transaction and are recognized upon successful completion. Sales commissions earned as a selling group member are recognized upon the successfully executed and approved subscription agreement. The Company earned \$114,830.00 in revenue the year ended December 31, 2025. #### *Use of Estimates* The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. #### *Income Taxes* Nova Capital was organized on October 9, 2014 as a limited liability company. The Company is treated as a partnership for Federal and State income tax purposes. Under subchapter K of the Internal Revenue Code, each member is taxed separately on their distributive share of the Company's income whether or not that income is actually distributed. Accordingly, no provision for income taxes has been recorded in the accompanying statement of operations for the year ended December 31, 2025. #### *NOTE 3 – RELATED PARTY TRANSACTIONS* There were no related party transactions during the audit year. # *NOTE 4 – NET CAPITAL REQUIREMENTS* The Company is subject to the Securities and Exchange Commission 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, except for the first 12 months of operations when it shall not exceed 8 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, 2025, the Company had net capital of \$16,404, which was \$11,404 in excess of its required net capital of \$5,000. The Company's ratio of aggregate indebtedness to net capital computed in accordance with Rule 15c3-1 was 0 to 1. ### *NOTE 5 – CONCENTRATIONS OF CREDIT RISK* The Company maintains its cash in bank accounts at high credit quality financial institutions. The balances have not exceeded federally insured limits of \$250,000 during the fiscal year ended December 31, 2025. During the year ended December 31, 2025, the Company derived their revenues from fees earned from private placements, however, a customer concentration is not applicable. {12}------------------------------------------------ ### **NOVA CAPITAL SOLUTIONS, LLC NOTES TO FINANCIAL STATEMENTS YEAR ENDED DECEMBER 31, 2025** ### *NOTE 6 –FAIR VALUE OF FINANCIAL INSTRUMENTS* At December 31, 2025, the Company's financial instruments consist of cash. The fair value of cash is based upon the bank balance at December 31, 2025. Financial assets and liabilities are classified based on inputs used to establish fair value as follows: Level 1 - Valuation inputs are unadjusted quoted market prices for identical assets or liabilities in active markets; Level 2- Valuation inputs are quoted prices for identical assets or liabilities in markets that are not active, quoted market prices for similar assets and liabilities in active markets and other valuation techniques utilizing observable inputs directly or indirectly related to the asset or liability being measured; Level 3 - Valuation techniques utilize inputs that are unobservable and significant to the fair value measurement. At December 31, 2025, the carrying value of short-term financial instruments, such as cash is recorded at amounts that approximate the fair value of these instruments. These financial instruments generally expose the Company to limited credit risk and have no stated maturities or have short-term maturities and, where applicable, carry interest rates that approximate market rates. Under the fair value hierarchy, cash is classified as Level 1 and payables are classified as Level 2. #### *NOTE 7 – COMMITMENTS AND CONTINGENCIES* The Company is located at 2125 E. Atlantic Boulevard, Pompano Beach, FL 33062. This is a remote location with no lease commitment. No minimum future lease payments are applicable for disclosure. #### *NOTE 8- NEW ACCOUNTNG PRONOUNCEMENTS* The Company has evaluated the new guidance, and the adoption is not expected to have a significant impact on the Company's financial statements and a cumulative effect adjustment under the modified retrospective method of adoption will not be necessary. #### *NOTE 9 – SUBSEQUENT EVENTS* Subsequent events have been evaluated through February 19, 2026, the date the financial statements were available to be issued. There are no subsequent events. ### *NOTE 10 – SEGMENT REPORTING* The Company operates in a single line of business as a broker-dealer, providing a range of services including investment banking, consulting, and participation in private placements as a selling group member. The Company has identified Krista Kersey as its Chief Operating Decision Maker ("CODM"). The CODM {13}------------------------------------------------ evaluates the Company's financial performance primarily based on net income, which is used in the forecasting process and in managing overall operations. In addition, the CODM considers excess net capital (see Note 4), a regulatory capital measure that is not a measure of profit or loss, in making operational and strategic decisions, including determinations regarding reinvestment of earnings or distribution of profits, while ensuring continued compliance with capital adequacy requirements. The Company's operations constitute a single operating segment and, accordingly, a single reportable segment as the CODM manages the Company's activities on a consolidated basis and evaluates performance using Company-wide financial information. The accounting policies used to measure segment profit and loss are consistent with those described in the Summary of Significant Accounting Policies (see Note 2). For the year ended December 31, 2025, the Company earned total revenues of \$114,830. Revenue was generated from six customers, including one new institutional customer whose transactions accounted for approximately 50% of total revenues for the year. The significant expenses of the segment are presented in the accompanying Statement of Operations. {14}------------------------------------------------ # **SUPPLEMENTARY INFORMATION** {15}------------------------------------------------ # **Nova Capital Solutions, LLC Schedule I - Computation of Net Capital Under Rule 15c3-1 of the Securities and Exchange Commission For the Year Ended December 31, 2025** #### Net Capital Computation: | Total Members Equity | \$
19,805 | |----------------------------------------------------------------------------------------------|-----------------------| | Deductions on non-allowable assets
Non-allowable assets: | 3,402 | | Net Capital | 16,403 | | Minimum Net Capital Required
Excess Net Capital | \$
5,000
11,403 | | Aggregate Indebtedness: | | | Aggregate Indebtedness as included in the
Statement of Financial Condition | \$
- | | Ratio of Aggregate Indebtedness to Net Capital | 0 to 1 | | Reconciliation: | | | Net Capital, per unaudited December 31, 2025 FOCUS report, as filed
Net audit adjustments | \$
16,403
- | | Net Capital, per December 31, 2025 audited report, as filed | \$
16,403 | {16}------------------------------------------------ # **NOVA CAPITAL SOLUTIONS, LLC SCHEDULE II - COMPUTATION FOR DETERMINATION OF RESERVE REQUIREMENTS AND INFORMATION RELATING TO POSSESSION OR CONTROL REQUIREMENTS UNDER RULE 15C3-3 OF THE SECURITIES AND EXCHANGE COMMISSION. DECEMBER 31, 2025** Nova Capital Solutions, LLC 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: (a) Underwriter or selling group participant (corporate securities other than mutual funds) - best efforts offering; (b) Mergers and acquisitions; (c) Private placements of securities; 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 issue 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. {17}------------------------------------------------ ![](_page_17_Picture_0.jpeg) MERCURIUS & ASSOCIATES LLP Formerly known as AJSH& Co LLP +91 1] 4559 6689 info@masllp.com www.masllp.com # Report of Independent Registered Public Accounting Firm To the Members of NOVA Capital Solutions, LLC We have reviewed management's statement, included in the accompanyíng NOVA Capital Solutions, LLC's Exemption Report, in which: (1) NOVA Capital Solutions, LLC (the "Company") does not claim an exemption under paragraph (k) of 17 C.F.R. \$240.15c3-3, and (2) The Company stated that it is filing the Exemption Report relying on Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R.S240.17a-5 because the company limits its business activities exclusively to Underwriter or selling group participant (corporate securities other than mutual funds) - best efforts offering; Mergers and acquisitions; and Private placements of securities and the Company 1) did not directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers 2) did not carry accounts of, or for, customers; and 3) did not carry PAB accounts (as defined in Rule 15c3-3) throughout the most recent fiscal year ended Decermber 31, 2025, without exception. The Company's management is responsible for the statements and for compliance with the provisions of Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. \$240.17a-5 throughout the year ended December 31, 2025. 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 provisions of Footnote 74 of the SEC Release No.34-70073 adopting amendments to 17 C.F.R. \$240.17a-5. 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 on the provisions set forth in SEC Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5. Mercurius & Associates LLP New Delhi, India March 30, 2026 ![](_page_17_Picture_13.jpeg) LLPIN: AAG-1471 A-94/8, Wazirpur Industrial Area New Delhi-110052, India {18}------------------------------------------------ **Nova Capital Solutions, LLC** 2125 E. Atlantic Boulevard Pompano Beach, FL 33062 ![](_page_18_Picture_1.jpeg) ## **Exemption Report** # **SEA Rule 17a-5** To Whom it May Concern: We, as members of management of Nova Capital Solutions, LLC (the "Company ") are responsible for complying with Rule 17a-5, "Reports to be made by certain brokers and dealers''. We have performed an evaluation of the Company's compliance with the requirements of Rule 17a-5 and the exemption provisions in Rule 15c3-3(k) (the "exemption provisions ") and of the 2013 Release adopting amendments to Rule 17a-5, including Footnote 74 of the 2013 Release. We have determined that the Company does not meet any of the exemption conditions of paragraph (k) of Rule 15c3-3 (i.e., paragraph (k)(1), (k)(2)(i) or (k)(2)(ii)) but also (1) does 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 Exchange Act Rule 15c2-4 ("Rule 15c2-4"); (2) does not carry accounts of or for customers; and (3) does not carry PAB accounts (as defined in Rule 15c3-3) and therefore is covered by Footnote 74 of the 2013 Release. Accordingly, based on our evaluation we make the following statements to the best knowledge and belief of the Company: 1. We reviewed the provisions of Rule §15c3-3 and related guidance stated in the SEC Staff s FAQ and confirmed that the Company relied on Footnote 74 of the 2013 Release. 2. The Company conducts business activities involving the following services: - A. Underwriter or selling group participant (corporate securities other than mutual funds) best efforts offering; - B. Mergers and acquisitions; - C. Private placements of securities 3. The Company met the identified conditions for such reliance throughout the period January 1, 2025 to December 31, 2025, without exception. Nova Capital Solutions, LLC I, Krista Kersey, swear (or affirm) that, to my best knowledge and belief, this Exemption Report is true and correct. By: Krista Kersey President & CEO March 30, 2026 Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.