# TRANSITIONAL BROKER LLC X-17A-5 (2026-03-02) — Broker-dealer annual report - Company: TRANSITIONAL BROKER LLC - Form: X-17A-5 - Filed: 2026-03-02 - Period: 2025-12-31 - Accession: 0001778731-26-000002 - CIK: 1778731 - File #: 8-70353 - Type: Broker-dealer - Material weakness: No - Auditor: Davila Advisory LLC - Auditor location: Saint Louis, MO - Contact: David James - Phone: (801) 855-8886 - Website: transmionallyroker.com - Signed by: David James (Manager/Principal) Original filing: https://www.sec.gov/Archives/edgar/data/1778731/000177873126000002/2025TransBCertAudfull.pdf --- {0}------------------------------------------------ | | UNITED STATES | | AMILE BERETH ATI | |---------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------|--------------------|--------------------------------------------------------------------------| | | SCCURTIES AND EXCHANGE COMMISSION
Wachington, D.C.20549 | | ONE HIGHORS: 2734178
EADHER Holl, 34, 2026
Ed on los and to toolan | | | | | liuus per regence ! 12 | | | ANNUAL REPORTS | | SECRITE NUMBER | | | FORM X-17A-5 | | 8-70858 | | | PARTIN | | | | Information Reguler Pirsonnto Rules 17 - 5, 27 - 12, and 189 - 7 under the Searl les Enchange Act of 1934 | FACING PEGE | | | | HUNG FOR THE PERIOD BEGINIUMS 01/01/25 | | ANDEND NG 12/31/25 | | | | Montony | | MIN ( ( ( ) ) ) | | | A. REGISTRANT 10ENTFICATION | | | | NAME OF RAA. Transitional Broker | | | | | TYPE OF REGISTRANT (check all appliesable boxes):
Broker-dealer - dealer - Security-Dased swap dealer
Obsch Hare if ruspondlent is also an ON' damores dealer | | | Ma or gecomity bosed swen oble prop | | ADDRESS OF PRINCIPAL PLACE OF BUSIDIESS: (Do mat use a P. O. box no ) | | | | | 11650 South State Street, Suite 200 | | | | | | (No. and Street) | | | | Draper | UT | | 84020 | | [City] | State | | (bo Code) | | | | | | | | | | | | | | | | | | (801) 655-8886 | | | | David James | (Area Code = Telephone Number) | (Email Ackress) | TOC Taxion Barchips Hona Crower Com | | (Nammel | B. ACCGUATANT IDENTIFACA. TON | | | | | | | | | PERSON TO DONTAGE WITH AEGARD TO THIS FLING
INOEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filling
Davila Advisory LLC | | | | | | ( man = if incevidual contenter, first and mindle marke) | | | | 10135 Manchester Raad, Suite 200 Saint Louis | | MO | 63122 | | (Address) | (City) | (Statul | (20) Codlo) | | 11/21/2019 | | 6667 | | · Canno love ecession looking liber in the minest records be cove 106 or the 1 epir 106 or the 1 ePosts of an ince Pendent Printe ason to costa o infrinte be list member of the research of the reported in Area Propert Print. {1}------------------------------------------------ #### OATH OR AFFIRMATION 1. David James swear for affern) that, to the bast of my knowledge and belief, the financial report persening to the firm of Transland Grow -- as of 12/31 2 226 true and comed. I further owear (or afferen) that neither the company nor my percher, officer, director, or equivaliant parson, es the case may propriatery in arrest in any account classified solaly as that of a casioner. #### This filing" contains (check all spolicable bouss): - (a) Statement of financial conditoon. - [ 11) No 16: 1 17 corroolidated state 12 sterzient ad formaid condition. - (c) Statement al income (loss) or, if there is attes comparine in the period(s) presented. a statement of comprehensive Income (as delined in 6 210.1-02 of Regulation 5 X), - I d) States Housen uf Cash flows - (0) 5taternant at charges in stextihal ders' in partify a sale proprietor's equilty - (1) statement of changes in ilabilities subject nated to other of creditions. - I IR) Notes to consolidated financial statements. - (h) Computation of net capital under 17 CF = 240.15c3 9 or 57 CFR 240.122-1, as appleaste. - [ ]il commentation of tanzible net worth under 17 (FR 240, 18a 2. - I if firmal ation for determination of customer reserve regaritements gursuant to Exhibit A to 12 CFR 240.15c3 3. - [1] [1] computation for deferrenation of security. based swap reserve requirements gar soant to & dubit B 10 1 7 CFR 200,15(3 3 m Entiltal A to 17 OR 240 18-4, as applicable. - [1] Corpul ation for Dollershiabon of PAB Requirements under Exhibil A to 9 240 15-3-3 - (m) Indian relation relation to possession of circles in prisoner its for a studio and a volder 12 CFR 200, 1983 1. - [ (n) intermation relating to possession or control requirements for security based swap co.stories under 17 CFR 240.15c3 3|p|(2) ur 12 CFR 240, DB.2-4, as applikable, - [o] Recomellistions, Including appropriate englanations of the FOCUS Report with computation of net capital of Langible net worth under 17 MA 240.1562 1, 17 CFR 240.188 1, or 17 CFR 240.200 2, as application and the rosever registements under 12 CLR 240.15C3-3 or 17 CFR 240.188-9, as applicable it material differences colus, or a statement that no material offerences ani. - [p] Summary of Inancial data for salesidaries not consolidated in the shatomant of Ilraacial considerion. - In of the offinestion in accordince with 17 CTR 240 172-5, 17 CFR 240.12-22, or 17 CFR 200.100 7, as applies ble. - [1] Compliance report of accordance with 17 Cl 01 240 1 7 5 or 17 (FR 240.180 7, as = plicable. - 1 ( ) Figer of long ( in are ordance with 17 ( F. 240 17 a 5 m 17 CFR 240, 18a-7, as septicable. - - [1] Independent public accountant's report based on an examination of the statement of financial containsm. - (i) Independent public accountant's region than of the thancial report of the thancial report of financial statenters under 17 CFA 240.173 5, 17 CFR 200.082-1, ar 17 CFK Jol0.172.22, JS applicabil - [ (if thoeperdent putchic account and in as examination in certain stationents in the compliance report under 17 (FR 240.173.5 or 17 CFR 200 1102-7, as applikable - In the independent children accountant's report hased on a review of the enemption report in the 17 CFR 200 172-5 of 17 ( 9 R 240.1 Ho 7, as arra licatore - [ 17] Supplemental reports on appying agreed upon propertures, in axcordance with 17 CH1 240 15:3 11 or 17 CFR 200.17 12, as ardicable - [y] Report describing any makes in indequaries found to cars of fromd to have custod since the date of the previous avails of a statement that no material Inadiana color under 17 OFF 240 17 a-1200. - O (t) Other PTO request conjudential vections of rerroin portions of this films . not 17 CFR 240.100-Stell (s) as 17 CFR 202 2007/01/2), as மக்கி மாநில். {2}------------------------------------------------ ![](_page_2_Picture_0.jpeg) #### REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Members of Transitional Broker, LLC #### **Opinion on the Financial Statements** We have audited the accompanying statement of financial condition of Transitional Broker, 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 Transitional Broker, LLC 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. 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 information in Schedules I, II, & ill (the "supplemental information") 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 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 in Schedules I, II, & ill is fairly stated, in all material respects, in relation to the financial statements as a whole. We have served as Transitional Broker, LLC's auditor since 2023. Saint Louis, Missouri February 26, 2026 **T : (314) 965-9775 F ! (314) 476-9660 W : www.davilaadvisory.com A : 10135 Manchester Rd. Suite 206,-St. Louis, MO 63122** {3}------------------------------------------------ #### Transitional Broker, LLC Statement of Financial Condition December 31, 2025 ASSETS | Current Assets | | | |----------------------------------------|--------------|--------------| | Cash | \$
69,742 | | | Accounts Receivable | 6,021 | | | Prepaid Expenses | 16,073 | | | FINRA Flex-Funding | 218 | | | Total Assets | | \$
92,054 | | LIABILITIES AND MEMBERS' EQUITY | | | | | | | | Accounts Payable | \$
37,051 | | | Audit Accrual | 8,000 | | | Total Liabilities | | 45,051 | | Members' Equity | | | | Beginning Equity | 51,139 | | | Additional Paid in Capital | 88,000 | | | Net Loss | (92,136) | | | Total Members' Equity | | 47,003 | | Total Liabilities &
Members' Equity | | \$
92,054 | {4}------------------------------------------------ #### Transitional Broker, LLC #### Statement of Operations For the Year Ended December 31, 2025 | Revenues | | | | |------------------------|----------------|---------------|--| | Variable Annuities | | \$
665,768 | | | Mutual Fund Commission | | 23,270 | | | 12b1 (Trails) | | 155,368 | | | Total Revenues | | 844,406 | | | Expenses | | | | | Adviser Commissions | | 702,150 | | | Bank Charges | | 269 | | | Consulting | | 13,425 | | | Contracting | | 24,698 | | | Insurance | | 754 | | | Legal | | 96,443 | | | Licensing | | 1,831 | | | Office Supplies | | 369 | | | Profit Sharing | | 15,000 | | | Regulatory | | 55,284 | | | Rent | | 24,170 | | | Software | | 1,260 | | | Telephone | | 889 | | | | Total Expenses | 936,542 | | | | Net Loss | (92,136) | | {5}------------------------------------------------ #### Transitional Broker, LLC Statement of Cash Flows For the Year Ended December 31, 2025 | Cash Flows from operating activities | | |--------------------------------------|----------------| | Net Loss | (92,136) | | Adjustments to reconcile net | | | income to net cash provided | | | by operating activities | | | Accounts Receivable | (890) | | Prepaid Expenses | 1,717 | | FINRA Flex-Funding | 556 | | Accounts Payable | (18,735) | | Audit Accrual | 3,000 | | Total Adjustments | (14,352) | | Net Cash used by Operations | (106,488) | | Cash Flows from financing activities | | | Proceeds From | | | Additional Paid in Capital | 88,000 | | | | | Net cash provided by Financing | 88,000 | | Net increase (decrease) in cash | \$
(18,488) | | Summary | | | Cash Balance at End of Period | \$
69,742 | | Cash Balance at Beg of Period | 88,230 | | Net Increase (Decrease) in Cash | \$
(18,488) | | | | {6}------------------------------------------------ #### Transitional Broker, LLC Statement of Changes in Equity For the Year Ended December 31, 2025 Total Equity | Balance
at
January
1,
2025 | \$51,139 | |----------------------------------------|------------| | Additional Paid in Capital | \$88,000 | | Net Loss | \$(92,136) | | Balance at December 31, 2025 | \$47,003 | {7}------------------------------------------------ ## 1. Organization and Nature of Business Organization Utah. The Company is a registered broker-dealer in securities under the Securities and Exchange Act of 1934. The Company is a member of the Financial Industry Regulatory Authority Under its membership agreement with FINRA and Pursuant to Rule 15c3-3(k)(1), the Company only does direct way variable annuity business. #### 2. Summary of Significant Accounting Policies Basis of Presentation The financial statements have been prepared with accounting principles generally accepted in the United States of America #### Accounts Receivable Policy Accounts receivables are carried at original invoice amount less an allowance for credit losses, if needed, based on a review of all outstanding amounts. Management determines the allowance for credit losses on an account-by-account basis. Receivables are written-off when deemed uncollectible. Recoveries of receivables previously written-off are recorded when received. No interest is charged on outstanding receivables. As of December 31, 2025, no allowance was recorded for credit losses. FASB ASC 326-20 would require the Company to estimate expected credit losses over the life of its financial assets and certain off-balance sheet exposures as of the reporting date based on relevant information about past events, current conditions, and reasonable and supportable ed in the standard, management feels that the adoption of FASB ASC 326-20 would produce substantially similar results. #### Revenue Recognition The Company follows ASC 606 when recognizing revenue. To recognize revenue the Company follows a five-step model: (a) identify the contract(s) with a customer, (b) identify the performance obligations in the contract, (c) determine the transaction price, (d) allocate the transactions price to the performance obligations in the contract, and (e) recognize revenue {8}------------------------------------------------ when the entity satisfies the performance obligation. Revenues are from commissions on variable annuities including trail commissions. The revenues are recognized in the period the contract is completed. The performance obligations are met when the contract is complete, and commissions have been issued. Variable Annuities and Commissions - The Company generates sales-based commission revenue that is recognized on the trade date, an industry standard Sales-based commission revenue varies by investment product and is based on a percentage of an investment product's current market value at the time of purchase. 12(b)-1 Trailing Commissions - Commission revenue is based on a percentage of the current market value of clients' investment holdings in trail-eligible assets. As trailing commission revenue is based on the market value of clients' investment holdings, this variable consideration is constrained until market value is determined. #### Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. #### 3. Related Party Transactions During 2025 the Company had transactions with the following related party, Lone Peak Advisers. There is an expense sharing agreement between these entities. The agreement is that the Company pays 15% of Rent, 8% of Phones, 10% of Office Supplies and 10% employee costs. Total expense share paid to Lone Peak Advisers in 2025 was \$65,067. At December 31, 2025, the company had an outstanding payable of \$8,488 due to Lone Peak Advisers. #### 4. Net Capital Requirements The Company is subject to the Securities and Exchange Commission Uniform Net Capital Rule (SEC 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. Net capital and aggregate indebtedness change day to day, but on December 31, 2025 the Company had net capital of \$29,757 which was \$24,757 in excess of its required net capital of \$5,000. {9}------------------------------------------------ #### 5. Contingencies and Commitments In the normal course of business, the Company could be threatened with, or named as a defendant in, lawsuits, arbitrations, and administrative claims. Such matters that are reported to regulators such as the SEC or FINRA and investigated by such regulators, may, if pursued, result in formal arbitration claims being filed against the Company and/or disciplinary action being taken against the Company by regulators. Any such claims or disciplinary actions that are decided against the Company could harm the Company's business. The Company is also subject to periodic regulatory audits and inspections which could result in fines or other disciplinary actions. Unfavorable outcomes, in such matters, may result in a material impact to the Company's financial position, statement of income or cash flows. As of December 31, 2025, management is not aware of any commitments or contingencies that could have a material impact on the financial statements. #### 6. Guarantees FASB ASC 460, Guarantees, requires the Company to disclose information about its obligations under certain guarantee arrangements. FASB ASC 460 defines guarantees as contracts and indemnification agreements that contingently require a guarantor to make payments to the guaranteed party based on changes in an underlying factor (such as an interest or foreign exchange rate, security or commodity price, an index or the occurrence or nonoccurrence of a specified event) related to an asset, liability, or equity security of a guaranteed party. This guidance also defines guarantees as contracts that contingently require the guarantor to make payments to the guaranteed party based on another entity's failure to perform under an agreement as well as indirect guarantees of indebtedness of others. The Company has no guarantee agreement in place. #### 7. Subsequent event disclosures The company has evaluated the subsequent events for potential recognition and/or disclosure through the date the financial statements were issued, noting none. {10}------------------------------------------------ #### 8. Segment Reporting The Company is engaged in a single line of business as a securities broker-dealer, which is comprised of selling variable annuities and mutual funds. The Company has identified its CFO as the business to manage the Company. Additionally, the CODM uses excess net capital (see Note 4), which is not a measure of profit and loss, to make operational decisions while maintaining therefore, a single reportable segment, because the CODM manages the business activities using information of the Company as a whole. The accounting policies used to measure the profit and loss of the segment are the same as those described in the summary of significant accounting policies (Note 2). {11}------------------------------------------------ ## Transitional Broker LLC Schedule I - Computation of Net Capital Requirements Pursuant to Rule 15c3-1 As of December 31, 2025 | | Computation
of
Net
Capital | | | | |-------|---------------------------------------------------------------------------|----------|----------|--| | | Equity | \$47,003 | | | | Total | Members
Equity | | 47,003 | | | | Less Non-Allowable Assets | | | | | | Accounts
Receivable | (956) | | | | | Prepaid
Expenses | (16,073) | | | | | FINRA
CRD
Acct | (218) | | | | Total | Non-Allowable
Assets | | (17,247) | | | | Net Capital Before Haircuts | | 29,756 | | | | Total Haircuts | | 0 | | | | Net Capital | | 29,756 | | | | Computation of Net Capital Requirements | | | | | 1. | Minimum net capital required (6-2/3% of aggregate indebtedness of 60.785) | | 3,003 | | | 2. | Minimum net capital requirement of the company | | 5,000 | | | 3. | Net Capital requirement (greater of 1 or 2 above) | | 5,000 | | | 4. | Excess net capital (net capital less line 3) | | 24,756 | | 5. Percentage of aggregate indebtedness of net capital 151.40 No material differences exist between the above computation and the computation included in -17A-5 Part IIA filing. {12}------------------------------------------------ #### Transitional Broker LLC Schedule II & III Computation for Determination of the Reserve Requirements and Information Relating to Possession or Control Requirements for Brokers and Dealers Pursuant to SEC Rule 15c3-3 #### As of December 31, 2025 The Company is exempt from the provision of Rule 15c3-3 under paragraph (k)(1) in that the Company carries no accounts, does not hold funds or securities for, or owe money or securities to customers. Accordingly, there are no items to report under the requirements of this Rule. {13}------------------------------------------------ ![](_page_13_Picture_0.jpeg) #### **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** **Board of Directors and Members of Transitional Broker, 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) Transitional Broker, LLC (the Company) identified the following provision of 17 C.F .R. § 15c3-3(k) under which the Company claimed an exemption from 17 C.F .R. §240.15c3- 3(k)(l) (exemption provision) and (2) The Company stated that Transitional Broker, LLC met the identified exemption provision throughout the most recent fiscal year without exception. Transitional Broker, 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 Transitional Broker, 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 on the provision set forth in paragraph (k)(2)(1) of Rule 15c3-3 under the Securities Exchange Act of 1934.** **Saint Louis, Missouri February 26, 2026** **T : (314) 965-9775 F ! (314) 476-9660 W : www.davilaadvisory.com A : 10135 Manchester Rd. Suite 206,-St. Louis, MO 63122** {14}------------------------------------------------ # TRANSITIONAL BROKER 11650 S State St #200 Draper, UT 84020 (385) 257-1983. info: transitionalisment giogni www.transmionallyroker.com ## Assertions Regarding Exemption Provisions I, as a member of management of Transitional Broker, LLC ("the Company"), is responsible for compliance with the annual reporting requirements under Rule 17a-5 of the Securities Exchange Act of 1934. Those requirements compel a broker or dealer to file annual reports with the Securities Exchange Commission (SEC) and the broker's or dealer's designated examining authority (DEA). One of the reports to be included in the annual filing is an exemption report prepared by an independent public accountant based upon a review of assertions provided by the broker or dealer. Pursuant to that requirement, the management of the Company hereby makes the following assertions: #### Identified Exemption Provision: The Company claims exemption from the custody and reserve provisions of Rule 15c3-3 by operating under the exemption provided by Rule 15c3-3(k)(1). #### Statement Regarding Meeting Exemption Provision: The Company met the identified exemption without exception throughout the fiscal year ending December 31, 2025. Transitional Broker, LLC By: David James Date: Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.