# ACCEPTUS CAPITAL CORP. X-17A-5 (2026-03-10) — Broker-dealer annual report - Company: ACCEPTUS CAPITAL CORP. - Form: X-17A-5 - Filed: 2026-03-10 - Period: 2025-12-31 - Accession: 0001664779-26-000001 - CIK: 1664779 - File #: 8-69734 - Type: Broker-dealer - Material weakness: No - Auditor: Rubio CPA PC - Auditor location: Atlanta, GA - Contact: Jon Nixon - Phone: 917-703-1704 - Email: jnixon@goldcrestcpa.com - Website: goldcrestcpa.com - Signed by: Joseph Giordano (CEO) Original filing: https://www.sec.gov/Archives/edgar/data/1664779/000166477926000001/Public869734.pdf --- {0}------------------------------------------------ **UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549** # **ANNUAL REPORTS FORM X-17A-5 PART** Ill | 0MB APPROVAL | | |---------------------------|--| | 0MB Number: 3235--0123 | | | Expires: Nov. 30, 2026 | | | Estimated average burden | | | hours per response:
12 | | | SEC FILE NUMBER | | |-----------------|--| | 8-69734 | | **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 0 1/01 /25 | | AND ENDING 12/31 /25 | |--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------|-----------------------------------------| | | MM/DD/YY | MM/DD/YY | | | A. REGISTRANT IDENTIFICATION | | | NAME oF FIRM: Acceptus Capital Corp. | | | | TYPE OF REGISTRANT {check all applicable boxes):
[!) Broker-dealer
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.) | D Security-based swap dealer | D Major security-based swap participant | | 22 Country Club Drive | | | | | (No. and Street) | | | Port Washington | NY | 11050 | | {City) | (State) | {Zip Code} | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | Jon Nixon | (516) 490-8400 | jnixon@goldcrestcpa.com | | (Name} | (Area Code-Telephone Number) | (Email Address) | | | 8. ACCOUNTANT IDENTIFICATION | | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing\* | RUBIO CPA, PC | | | | |--------------------------------------------------|------------------------------------------------------------|--------------------------------------------|------------| | | (Name - if individual, state last, first, and middle name) | | | | 3500 Lenox Road NE, Suite 1500 Atlanta | | GA | 30326 | | (Address) | (City) | (State) | (Zip Code) | | 05/05/09 | | 3514 | | | (Date of Registration with PCAOB)(if 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-5(e){1)(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.** {1}------------------------------------------------ #### OATH OR AFFIRMATION I, Joseph Giordano swear (or affirm) that, to the best of my knowledge and belief, the financial report pertaining to the firm of Acceptus Capital Corp. 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. | | Sig.natur4~ lli&,v\(G | |----------------|-----------------------| | Tit10 ·
" ' | Ct::.0 | #### **This filing\*\* contains (check all applicable boxes):** - ii (a) Statement offinancial condition. - 0 (b) Notes to consolidated statement of financial condition. - ii (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 5-X}. - ii (ct) Statement of cash flows. - ~ (e) Statement of changes in stockholders' or partners' or sole proprietor's equity. - 0 (f) Statement of changes in liabilities subordinated to claims of creditors. - ~ (g) Notes to consolidated financial statements. - ii (h) Computation of net capital under 17 CFR 240.15c3-1 or 17 CFR 240.18a-l, as applicable. - 0 (i) Computation of tangible net worth under 17 CFR 240.18a-2. - □ (j) Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.1Sc3-3. - 0 {k) Computation for determination of security-based swap reserve requirements pursuant to Exhibit B to 17 CFR 240.1Sc3-3 or Exhibit A to 17 CFR 240.18a-4, as applicable. - □ (I) Computation for Determination of PAB Requirements under Exhibit A to§ 240.1Sc3-3. - 0 (m) Information relating to possession or control requirements for customers under 17 CFR 240.1Sc3-3. - 0 (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. - ~ (o) Reconciliations, including appropriate explanations, of the FOCUS Report with computation of net capital or tangible net worth under 17 CFR 240.1Sc3-1, 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. - 0 (p) summary of financial data for subsidiaries not consolidated in the statement of financial condition. - **!!ii** (q) Oath or affirmation in accordance with 17 CFR 240.17a-S, 17 CFR 240.17a-12, or 17 CFR 240.18a-7, as applicable. - □ (r) Compliance report in accordance with 17 CFR 240.17a-S or 17 CFR 240.18a-7, as applicable. - **!!ii** (s) Exemption report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - D (t} Independent public accountant's report based on an examination of the statement offinancial condition. - **f!i** (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. - □ (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. - **!!ii** (w) Independent public accountant's report based on a review of the exemption report under 17 CFR 240.17a-S or 17 CFR 240.18a-7, as applicable. - 0 (x} Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.1Sc3-le or 17 CFR 240.17a-12, as applicable. - □ (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). □ (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-l{d){2), as applicable. {2}------------------------------------------------ ## **ACCEPTUS CAPITAL CORP.** ## **FINANCIAL STATEMENTS** ## **FOR THE YEAR ENDED DECEMBER 31, 2025** **WITH REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** {3}------------------------------------------------ Suite 1500 Atlanta, GA 30326 770-690-8995 ## **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To the Stockholder of Acceptus Capital Corp. ## Opinion on the Financial Statements We have audited the accompanying statement of financial condition of Acceptus Capital Corp. (the "Company") as of December 31, 2025, the related statements of operations, changes in stockholder's 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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reportin�. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement to the financial statements, whether due to error or fraud, and perfom1ing 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 111ade by n1anagement, 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 The information contained in Schedules I, II and III has been subjected to audit procedures performed in conjunction with the audit of the Company's financial statements. The supplemental information is the responsibility of the Company's management. Our audit procedures included determining whether the information in Schedules I, II and III reconciles to the financial statements or the underlying accounting and othe\_rrecords, as applicable, and performing procedures to test the completeness and accuracy ofthe information presented in the accompanying schedules. In forming our opinion on the accompanying schedules, we evaluated whether the supplemental information, including its form and content, is presented {4}------------------------------------------------ in confonnity with 17 C.F.R. §240.l 7a-5. \_In our opinion, the,aforementioned supplemental information is fairly stated, in al I material respects, in relation to the financial srntements as a whole. We have served as the Comµat1y's at1ditor since 2019 .. March 9, 2026 Atlanta, Georgia **tJ,.'.,®Vt** Rubio CPA! PC {5}------------------------------------------------ ## **AS OF DECEMBER 31, 2025 ACCEPTUS CAPITAL CORP. STATEMENT OF FINANCIAL CONDITION** #### ASSETS | Cash
Prepaid Expenses and Other | \$
152,068
21,280 | |------------------------------------|-------------------------| | TOTAL ASSETS | \$
173,348 | | | | #### LIABILITIES AND STOCKHOLDER'S EQUITY | Liabilities | | |--------------------------------------------|---------------| | Accounts Payable and Accrued Expenses | \$
7,769 | | Total Liabilities | 7,769 | | | | | Stockholder's Equity | 165,579 | | TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY | \$
173,348 | See Accompanying Notes to Financial Statements. {6}------------------------------------------------ ## **ACCEPTUS CAPITAL CORP. STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2025** | Revenues | | |----------|--| |----------|--| | | \$
- | |-------------------------------------------------------------|----------------------------------| | Total Revenues | - | | Expenses | | | Professional Fees
Other
Technology and Communications | \$
35,000
18,025
10,229 | | Total Expenses | 63,254 | | Net Loss | \$
(63,254) | {7}------------------------------------------------ ## **ACCEPTUS CAPITAL CORP. STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY FOR THE YEAR ENDED DECEMBER 31, 2025** | Balance - January 1, 2025 | \$
148,833 | |-----------------------------|---------------| | Contributions | 80,000 | | Net Loss | (63,254) | | Balance - December 31, 2025 | \$
165,579 | {8}------------------------------------------------ ## **ACCEPTUS CAPITAL CORP. STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2025** | Cash Flows From Operating Activities | | |-------------------------------------------------------|----------------| | Net Loss | \$
(63,254) | | Adjustments to Reconcile Net Loss to Net Cash Used by | | | Operating Activities: | | | Increase in Prepaid Expenses and Other | (2,014) | | Increase in Accounts Payable and Accrued Expenses | 2,629 | | Net Cash Used by Operating Activites | (62,639) | | Cash Flows From Financing Activities | | | Contributions | 80,000 | | Net Cash Provided by Financing Activities | 80,000 | | Net Increase in Cash | 17,361 | | Cash - Beginning of Year | 134,707 | | Cash - End of Year | \$
152,068 | {9}------------------------------------------------ ## **ACCEPTUS CAPITAL CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025** #### NOTE A- ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization and Description of Business: Acceptus Capital Corp. (the "Company") was incorporated in New York. The Company is a broker-dealer registered with the Securities and Exchange Commission ("SEC") and is a member of the Financial Industry Regulatory Authority ("FINRA") and the Securities Investor Protection Corporation ("SIPC"). #### Accounting Policies: The Company follows Generally Accepted Accounting Principles (GAAP), as established by the Financial Accounting Standards Board (the FASB), to ensure consistent reporting of financial condition, results of operations, and cash flows. Income Taxes: The Company has elected to be taxed as an S corporation whereby the income or losses of the Company flow through to its stockholder and no income taxes are recorded in the accompanying financial statements. Under the provisions of FASB Accounting Standards Codification 740-10, Accounting for Uncertainty in Income Taxes, the Company is required to evaluate each of its tax positions to determine if they are more likely than not to be sustained if the taxing authority examines the respective position. A tax position includes an entity's status, including its status as a pass-through entity, and the decision not to file a return. The Company has evaluated each of its tax positions and has determined that no provision or liability for income taxes is necessary. Estimates: Management uses estimates and assumptions in preparing financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses. Actual results could vary from the estimates that were assumed in preparing the financial statements. #### Revenue from Contracts with Customers: The Company has yet to generate revenue from customers. The recognition and measurement of revenue is based on the assessment of individual contract terms. Significant judgment is required to determine whether performance obligations are satisfied at a point in time or over time; how to allocate transaction prices where multiple performance obligations are identified; when to recognize revenue based on appropriate measure of the Company's progress under the contract; whether revenue should be presented gross or net of certain costs; and whether constraints on variable consideration should be applied due to uncertain future events. Cash: The Company maintains its bank account at a high credit quality financial institution. The balance at times may exceed federally insured limits. Date of Management's Review: Subsequent events were evaluated through the date the financial statements were issued. #### NOTE B - NET CAPITAL The Company, as a registered broker-dealer, is subject to the Securities and Exchange Commission Uniform Net Capital Rule (Rule 15c3-1), which requires the maintenance of minimum net capital, equal to the greater of \$100,000 or 6 2/3% of aggregate indebtedness, as well as a ratio of aggregate indebtedness to net capital, both as defined, that shall not exceed 15 to 1. At December 31, 2025, the Company had net capital of \$144,299 which was \$44,299 in excess of its required minimum net capital of \$100,000 and its ratio of aggregate indebtedness to net capital was 0.05 to 1.00. {10}------------------------------------------------ ## **ACCEPTUS CAPITAL CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025** #### NOTE C – RELATED PARTY TRANSACTION The Company operates from office space provided by an owner of the Company's stockholder at no cost to the Company. Financial position and results of operations would differ from the amounts in the accompanying financial statements if this related party transaction did not exist. #### NOTE D – CONTINGENCIES The Company is subject to litigation in the normal course of business. The Company has no litigation in progress at December 31, 2025. ## NOTE E – SEGMENT REPORTING The Company's chief operating decision maker is its chief executive officer. The Company has one reportable segment: investment banking. The accounting policies of the investment banking segment are the same as those described in the summary of significant accounting policies. The chief operating decision maker assesses performance for the investment banking segment and decides how to allocate resources based on the Company's net loss as is reported within the accompanying statement of operations. Additionally, the chief operating decision maker uses excess net capital (see Note B), which is not a measure of profit and loss, to make operational decisions while maintaining capital adequacy, such as whether to reinvest profits or pay distributions. The Company's operations constitutes a single operating segment and therefore, a single reportable segment, because the chief operating decision maker manages the business activities using information of the Company as a whole. #### NOTE F – NET LOSS The Company has incurred a loss during the year ended December 31, 2025, and was dependent upon capital contributions from its stockholder for working capital and net capital. The Company's stockholder has represented that it intends to continue to make capital contributions, as needed, to ensure the Company's survival through at least one year subsequent to the date of the report of the independent registered public accounting firm. Management expects the Company to continue as a going concern and the accompanying financial statements have been prepared on a going-concern basis without adjustments for realization in the event that the Company ceases to continue as a going concern. {11}------------------------------------------------ **SUPPLEMENTAL INFORMATION** {12}------------------------------------------------ ## **ACCEPTUS CAPITAL CORP. COMPUTATION OF NET CAPITAL PURSUANT TO RULE 15c3-1 AS OF DECEMBER 31, 2025 SCHEDULE I OF THE SECURITIES AND EXCHANGE COMMISSION** | Total Stockholder's Equity | \$
165,579 | |--------------------------------------------------------------------------------------------|------------------| | Non-Allowable Assets: | | | Prepaid Expenses and Other
Total Non-Allowable Assets | 21,280
21,280 | | | | | Net Capital | \$
144,299 | | Aggregate Indebtedness | \$
7,769 | | Percentage of Aggregate Indebtedness to Net Capital | 5.38% | | Minimum Net Capital Required
(Greater of \$100,000 or 6 2/3% of Aggregate Indebtedness) | \$
100,000 | | Excess Net Capital | \$
44,299 | | | | Reconciliation with the Company's Computation included in Part IIA of Form X-17A-5 as of December 31, 2025: There is no significant difference between the above computation of net capital and the corresponding computation reported in Form X-17A-5 Part IIA. {13}------------------------------------------------ #### **ACCEPTUS CAPITAL CORP.** #### **SCHEDULE II** ## COMPUTATION FOR DETERMINATION OF RESERVE REQUIREMENTS UNDER RULE 15c3-3 OF THE SECURITIES AND EXCHANGE COMMISSION AS OF DECEMBER 31, 2025 With respect to the Computation for Determination of Reserve Requirements under Rule 15c3-3, the Company does not claim an exemption from Rule 15c3-3 in reliance upon Footnote 74 of SEC Release No. 34-70073 dated July 30, 2013, and as discussed in Question 8 of the related FAQ released by SEC staff on April 4, 2014. The Company does not hold customer funds or securities. #### **SCHEDULE III** ## INFORMATION RELATING TO THE POSSESSION OR CONTROL REQUIREMENTS UNDER RULE 15c3-3 OF THE SECURITIES AND EXCHANGE COMMISSION AS OF DECEMBER 31, 2025 With respect to the Information Relating to Possession or Control Requirements under Rule 15c3-3, the Company does not claim an exemption from Rule 15c3-3 in reliance upon Footnote 74 of SEC Release No. 34-70073 dated July 30, 2013, and as discussed in Question 8 of the related FAQ released by SEC staff on April 4, 2014. The Company does not hold customer funds or securities. {14}------------------------------------------------ **RUBIO CPA, PC** CERTIFIED PUBLIC ACCOUNTANTS 3500 Lenox Road NE Suite 1500 Atlanta, GA 30326 770-690-8995 ## **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To the Stockholder of Acceptus Capital Corp. We have reviewed management's statements included in the accompanying Broker Dealers Annual Exemption Report in which (1) Acceptus Capital Corp. did not claim an exemption from Rule 15c3-3 in reliance upon Footnote 74 of the 2013 Release, (2) Acceptus Capital Corp. stated that it conducted no revenue business activities with customers throughout the year ended December 31, 2025, and (3) Acceptus Capital Corp. stated that Acceptus Capital Corp. met the identified conditions for such reliance throughout the most recent fiscal year without exception. Acceptus Capital Corp.'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 Acceptus Capital Corp. '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 on the provisions set forth in Footnote 74 of the 2013 Release. March 9, 2026 Atlanta, GA **WCM-.ft.** Rubio CPA, PC {15}------------------------------------------------ ![](_page_15_Picture_0.jpeg) # **EXEMPTION REPORT** We, as members of management of Acceptus Capital Corp. (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 Ru le 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)(l), (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 transm itted 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 conducted no revenue business activities with customers throughout the year ended December 31, 2025. - 3. The Company met the identified conditions for such rel iance th roughout the period January 1, 2025, to December 31, 2025, without exception. oseph Giordano, CEO February 28, 2026 510 Broad.hollow Road, Suite 104, Melville, New York 11747 Toll Free: xxxx • Local: xxxx • Fax: xxx Member: FINRA/SIPC Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.