# NETSHARES FINANCIAL SERVICES LLC X-17A-5 (2026-04-10) — Broker-dealer annual report

- Company: NETSHARES FINANCIAL SERVICES LLC
- Form: X-17A-5
- Filed: 2026-04-10
- Period: 2025-12-31
- Accession: 0001805615-26-000006
- CIK: 1805615
- File #: 8-70502
- Type: Broker-dealer
- Material weakness: No
- Auditor: Mercurius and Associates LLP
- Auditor location: New Delhi, K7
- Contact: David Lee
- Phone: 8323307795
- Email: dlee@netshares.com
- Website: netshares.com
- Signed by: David Lee (CEO)

Original filing: https://www.sec.gov/Archives/edgar/data/1805615/000180561526000006/NetsharesAuditraw-ocr.pdf

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

0MB Number: 3235-0123 fxplres: Nov. 30, 2026 Estlmated average burden hours per response: 12

SEC FIL£ NUMBER

# ANNUAL REPORTS FORM X-17A-5 PART Ill

FACING PAGE

Information Required Pursuant to Rules 17a-S, 17a-12, and 18a-7 under the Securities Exchange Act of 1934

|                                                                                                                                      | 0 1 /01 /25<br>FILING FOR THE PERIOD BEGINNING<br>MM/ DD/YY                                                           | __<br>AND ENDING _1_2_/_3_1 _/2_5<br>_<br>MM/ DD/YY |
|--------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------|
|                                                                                                                                      | A. REGISTRANT IDENTIFICATION                                                                                          |                                                     |
|                                                                                                                                      | NAME oF FIRM: Netshares Financial Services, LLC                                                                       |                                                     |
| TYPE OF REGISTRANT (check all applicable boxes):<br>0 Broker-dealer<br>D Clleck here if respondent is also an OTC derivatives dealer | D Security-based swap dealer                                                                                          | D Major security-based swap participant             |
|                                                                                                                                      | ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.)                                                   |                                                     |
| 22114 Blacksburg Court                                                                                                               |                                                                                                                       |                                                     |
|                                                                                                                                      | (No. and Street)                                                                                                      |                                                     |
| Katy                                                                                                                                 | Texas                                                                                                                 | 77450                                               |
| (City)                                                                                                                               | {State)                                                                                                               | (Zip Code)                                          |
| PERSON TO CONTACT WITH REGARD TO THIS FILING                                                                                         |                                                                                                                       |                                                     |
| David Lee                                                                                                                            | 800-216-0360                                                                                                          | dlee@netshares.com                                  |
| (Name)                                                                                                                               | (Area Code - Telephone Number)                                                                                        | (Email Address)                                     |
|                                                                                                                                      | B. ACCOUNTANT IDENTIFICATION                                                                                          |                                                     |
| Mercurius and Associates LLP                                                                                                         | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing*                                             |                                                     |
|                                                                                                                                      | (Name - if individual, state last, first, and middle name)                                                            | 11 0052                                             |
|                                                                                                                                      | A94/8, Wazirpur Industrial Area New Delhi                                                                             | India (Country)                                     |
| (Address)<br>October 2, 2009                                                                                                         | (City)                                                                                                                | (State)<br>(Zip Code)<br>3223                       |
|                                                                                                                                      |                                                                                                                       | (PCA0B Registration Number, if applicable)          |
| (Date of ReRistration with PCA0B)(if applicable)                                                                                     |                                                                                                                       |                                                     |
|                                                                                                                                      | FOR OFFICIAL USE ONL V                                                                                                |                                                     |
|                                                                                                                                      | • Oaims for exemption from the requirement that the annual reports be covered by the reports of an independent public |                                                     |

displays• currently valld 0MB control number,

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#### OATH OR AFFIRMATION

| 1, David Lee                                                                 | swear (or affirm) that, to the best of my knowledge and belief, the                     |       |
|------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------|-------|
| financial report pertalnlng to the firm of Netshares Finoncial Services, LLC |                                                                                         | as of |
| December 31,                                                                 | 2~<br>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.

Signature: v~J *{,u,.* 

OocuSlgned by:

2Q3gOC20gQJEA3C

Title: President and CEO

# This filing .. contains **(check** all appllcable **boxes):**

- I!! (a) Statement of financial condition
- □ (b) Notes to consolidated statement of financial condition.
- I!! (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) Statement of cash flows.
- !!! (e) Statement of changes in stockholders' or partners' or sole proprietor's equity.
- □ (f) Statement of changes m liabilities subordinated to daims of creditors.
- □ (g) Notes to consolidated financial statements.
- !! (h) Computation of net c.ipatal 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.
- !! (j) Computation for deteJ"mination of customer reserve requirements pursuant to Exhibit A lo 17 CFR 240.15c3-3.
- 0 {k) Computation for determination of security-based swap reserve requirements pursuant to Exhibit 8 to 17 CFR 240.1Sc3-3 or Exhibit A to 17 CFR **240.18a--1,** as applicable.
- □ (1) Computation for Determination of PAB Requirements under Exhibit A to § 240.1Sc3-3.
- ~ (m) Information relating to possession or control requirements for customers under 17 CFR 240.15c3-3.
- □ (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--1, as applicable.
- !i! (o) Reconciliations, induding appropriate explanations, of the FOCUS Report with computation of net capital or tangible net worth under 17 CFR 240,15c3-1, 17 CFR 240.lBa-1, or 17 CFR 240.18a-2, as applicable, and the reserve requirements under 17 CFR 240.15c3-3 or 17 CfR 240.183-4, 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 cm 240.17a-5, 17 CFR 240.17a-12, or 17 CFR 240.183-7, as applicable.
- D (r) Compliance report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable.
- !!! (s) Exemption report in accordance with 17 CFR 240 17a-5 or 17 CFR 240.lBa-7, as applicable.
- □ (t) Independent public accountant's report based on an examination of the statement of financial condition.
- 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 CTR 240.17a-U , 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.
- !! (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.
- □ (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). □ (z) Other: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \_
- 
- *H To* request confidential treatment *of* certain portions *of* this filing, see 17 CFR :l4D.l7a-5{e){3) *or* 17 UR 240.18a-7{d){1), as appllcable.

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**MERCURIUS** & **ASSOCIATES LLP** ,,,. ~ **lr,o..,,** • *H* & **ILP** 

+91 11 **4559 66&9** 

- **moallp.com** 

**info@mosllp.com** 

Report of Independent Registered Public Accounting Firm

To the Membcr(s) of Nctsharcs Financial Services, LLC

We have reviewed management's !>tatement. included in the accompanying Net.shares Financial Services. LLC's [,;emption Report, In which·

(1) Net.shares rlnanc1al Services, LLC (the "Company") does not claim an exemption under paragraph (k} of 17 C F.R. §240.1Sc3·3, 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.§240 17a-5 because the company limits its business activities exclusively to Private placement of securities, including private offerings of certain digital asset securities where the Issuer (or Its transfer agent) has control over the definitive record of ownership (which may be on a distributed ledger or have a distributed, ledger associated with it that allows It to enforce transfer restrictions, correct errors and (to the extent relevant) address lost or stolen tokens or keys; Mergers and acquisitions advisory services, Referral business; and Operating a Funding Portal pursuant to Regulation Crowdfundlng. and the Company 1) did not directly or Indirectly recelve, 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 1Sc3• 3) throughout the most recent fiscal year ended December 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.l 7a•S throughout the year ended December 31, 2025

Our review was conducted in accordance with the standards of the Publlc 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•S. A review ls 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 modiOcatlons that should be made to management's statements referred to above for them to be falrly 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.

Mcrcurlus & **Associates** LLP

New Delhi, India March 31, 2026

![](_page_2_Picture_16.jpeg)

LLPfN: AAG-1471 A-94/8, Wazirpur lodustnal AICA New Delhi-110052, India

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**MERCURIUS & ASSOCIATES LLP** 

Formerly known as AJSH & Co LLP

**+91 11 4559 6689 info@masllp.com** :1

**www.masllp.com** t<

#### Report of the Independent Registered Public Accounting Firm

To the Member(s) of Netshares Financial Services LLC

#### Opinion on the Financial Statements

We have audited the accompanying statement of financial condition of Netshares Financial Services, LLC (the "Company") as of December 31, 2025, and the related statements of Income, changes in Member'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. 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.

#### **Supplemental Information**

The supplemental information contained in Schedules I (Computation of Net Capital Requirements Pursuant to Rule 1Sc3-1), II (Computation for Determination of Reserve Requirements Pursuant to Rule 1Sc3-3) and Ill (Information Relating to Possession or Control Requirements under Rule 1Sc3-3) 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.

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LLPIN: AAG-1471 A-94/8, WI\Zirpur Industrial Area New Delhi-110052. India

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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, II and Ill is fairly stated, in all material respects, in relation to the financial statements as a whole.

#### Mercurius & Associates **LLP**

We have served as the Company Auditor since 2024.

New Delhi, India March 31, 2026

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**MERCURIUS & ASSOCIATES LLP** 

**+91 11 ,4559 6689** 

**info@masllp.com** 

**www.masllp.com** 

i• cport of Independent Registered Public Accounting Firm

To the Member(s) of Netshares Financial Services, LLC

#### Opinion on the Financial Statement

We have audited the accompanying statement of financial condition of the Netshares Financial Services, LLC (the "Company") 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 the Company as of December 31, 2025, in conformity with accounf:~g prin,:iplcs generally accepted in the United States of America.

#### Basis for Opinion

The financial statement is the responsibility of the Company's management. Our responsibility is to express an opinion on the company'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 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 statement is free from 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 statement. 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 statement. We believe that our audit of the financial statement provides a reasonable basis for our opinion.

**Mercurius** & **Associates LLP**  We have served as the Company's Auditor since 2024.

New Delhi, India March 31, 2026

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LLPlN: AAG-1471 A-94/8, Wazirpur lnd\1strinl Area Now Delhl-110052, India

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NETSHARES FINANCIAL SERVICES, LLC

#### REPORT PURSUANT TO RULE 17A-5(d)

#### FINANCIAL STATEMENTS

#### FOR THE PERIOD JANUARY 1, 2025 THROUGH DECEMBER 31, 2025

| CARD FOR COLOR POR CONSULTION CONSULTION COLLEGION CONTRACTOR CONTRACT CONTRACT CONTRACT CONTRACT CONTRACT CONTRACT CONTRACT CONTRACT CONTRACT CONTRACT CONTRACT CONTRACT CONT<br>PARTIC STATISTICS CANADA CONSULTION<br>Total subscription bearing the country of the<br>BOOK PHOTO COLLEGION OF COLLECTION OF COLLECTION OF |                                       |  |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------|--|
| 17 11 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1                                                                                                                                                 | Total liabilities lind members enulty |  |

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## **TABLE OF CONTENTS**

| Particulars                             | Pa!!e Number |
|-----------------------------------------|--------------|
| Statement of Financial Condition        | 3            |
| Statement of Income                     | 4            |
| Statement of Changes in Member's Equitv | 5            |
| Statement of Cash Flows                 | 6            |
| Notes to Financial Statements           | 7-10         |

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#### **NETSHARES FINANCIAL SERVICES, LLC**

#### **Statement of Financial Condition**

#### **December 31, 2025**

**Assets** 

| Cash             | \$32,304    |
|------------------|-------------|
| Prepaid Expenses | 5,486<br>\$ |
| Total assets     | \$37,790    |
|                  |             |

**Liabilities and Member's Equity** 

| Liabilities       |           |
|-------------------|-----------|
| Accounts Payable  | \$ 14,700 |
| Total liabilities | \$ 14,700 |

**Member's equity** 

| Member's equity |                                       | \$<br>23,090 |
|-----------------|---------------------------------------|--------------|
|                 | Total member's equity                 | \$23,090     |
|                 | Total liabilities and member's equity | \$<br>37,790 |

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### **NETSHARES FINANCIAL SERVICES, LLC Statement of Income For the Period January 1, 2025 through December 31, 2025**

| Revenues                             |                      |              |
|--------------------------------------|----------------------|--------------|
| Commissions income                   |                      | \$<br>0      |
| Other Income                         | Total                | \$<br>1,231  |
|                                      | revenues             | \$<br>1,231  |
| Expenses                             |                      |              |
| Occupancy Expenses                   |                      | \$<br>12.000 |
| Professional and Regulatory Expenses |                      | \$<br>10,409 |
| Bad Debts                            |                      | \$<br>600    |
| Other operating expenses             |                      | \$<br>75     |
|                                      | Total<br>expenses    | \$<br>23,084 |
|                                      | Net income<br>(loss) | \$ (21,853)  |

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# **NETSHARES FINANCIAL SERVICES, LLC Statement of Changes in Member's Equity For the Period January 1, 2025 through December 31, 2025**

|                                    | Member's<br>Equity |
|------------------------------------|--------------------|
| Balance at January 1, 2025         | 29,943<br>\$       |
|                                    |                    |
| Member's distributions             |                    |
|                                    | \$<br>10,000       |
| Member's contributions             | \$<br>5,000        |
| Cash Inflow From Prospective Buyer |                    |
|                                    | 1                  |
| Net income (loss)                  | (21,853)           |
| Balance at December 31, 2025       | \$<br>23.090       |
|                                    |                    |
|                                    |                    |
|                                    |                    |
|                                    |                    |
|                                    |                    |
|                                    |                    |
|                                    |                    |
|                                    |                    |
|                                    |                    |
|                                    |                    |
|                                    |                    |
|                                    |                    |

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# **NETSHARES FINANCIAL SERVICES, LLC**

## **Statement of Cash Flows For the Period January 1, 2025 through December 31, 2025**

| Cash flow from operating activities:                                        |                |              |
|-----------------------------------------------------------------------------|----------------|--------------|
| Net income (loss)                                                           | \$<br>(21,853) |              |
| Adjustments to reconcile net income (loss) to net                           |                |              |
| cash provided by (used in) operating activities:                            |                |              |
| Non-Cash Expense-<br>Bad Debts                                              | \$<br>600      |              |
| (Increase) decrease in assets:                                              |                |              |
| Accounts receivable, net                                                    |                |              |
| Accounts receivable                                                         | \$<br>0        |              |
| Loan to Contractor                                                          | \$             |              |
| Prepaid Expenses                                                            | \$<br>7,897    |              |
| Rent Payable                                                                | \$<br>(11,000) |              |
| Cash used in Operating Activities:                                          |                | (24,356)     |
| Cash Flow from Investing Activities<br>Cash Flow from Financing Activities: |                |              |
| Contributions                                                               | \$<br>10,000   |              |
| Cash Inflow from Prospective Buyer                                          | 5,000<br>\$    |              |
| Cash Flow from Financing Activities                                         |                | \$ 15,000    |
| Net increase (decrease) in cash                                             |                | \$ (9,356)   |
| Cash at the beginning of the year                                           |                | \$ 41,660    |
| Cash at end of year                                                         |                | \$<br>32,304 |
| Supplemental disclosure of cash flow information:                           |                |              |
| Cash paid during the year for:                                              |                |              |
| Interest                                                                    | \$             |              |
| Income taxes                                                                | \$             |              |

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## NETSHARES FINANCIAL SERVICES, LLC

#### REPORT PURSUANT TO RULE 17 A-5(d)

#### FINANCIAL STATEMENTS

# FOR THE PERIOD JANUARY 1, 2025 THROUGH DECEMBER 31, 2025

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#### L. On~anization and Summary of Significant Accounting P0Jic1es

### Description of Business

Netsbares FinanciaJ Services, LLC (the "Company") was formed as a Limited Liability Company on September 10, 2019 in the State of Delaware. The Company is registered with the Securities and Exchange Commission ("SEC") as a fully disclosed securities broker/deaJer pursuant to Section 15 (b) of the Securities Exchange Act of 1934. In April 2020, the Company became a member of the FinanciaJ Industry Regulatory Authority, [nc. ("FINRA ·•) and commenced operations. The Company is subject to various governmental rules and regulations, including the Net Capital Rule set forth in Rule 15c3-l of the Securities Exchange Act of 1934. The Company is a who11y-owned subsidiary of Netshares, LLC (the "Parent"). The Company's primary business consists of offering intermediary marketing and placement services as agent, as well as private placements of securities. The Company is a member of the Securities Investor Protection Corporation (SlPC).

#### Basis of Presentation

The financial statements of the company have been prepared using accounting principles generally accepted in the United States of America ("U.S. GAAP'').

### Basis of Accountioe

The financial statements of the company have been prepared on the accrual basis of accounting.

#### Government and Other Regulation

The Company's business is subject to significant regulation by government agencies and self-regulatory organizations. Such regulation includes, among other things, periodic examinations by these regulatory bodies to determine whether the Company is conducting and reporting its operations in accordance with the applicable requirements of these organizations.

#### Cash

Cash consists of cash in deposit accounts that the Company maintains at one institution. which at times may exceed federally insured limits. Accounts at the institution are insured by the Federal Deposit lnsurance Corporation ("FDIC") up to \$250,000. The Company has not experienced any losses in such accounts. At December 3 l, 2025, the Company's cash balance did not exceed the FDIC insured limit.

#### Revenue Reco~oiuon

Revenue 1s recognized in accordance with ASC 606 - Revenue from Contracts with Customers using the five-stop model. The Company recognizes revenue when control of

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goods or services is transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled.

#### The five-step model includes:

- Identification of the contract with a customer,

- Identification of performance obligations in the contract,
- Determination of the transaction price,
- Allocation of the transaction price to the performance obligations, and
- Recognition of revenue when or as the performance obligations are satisfied.

The Company's primary revenue is derived from performing offering marketing, placement and compliance services including private placement of securities. Fees under agreements covering these services are recognizes as revenue when the performance obligations are fulfilled. Reimbursed expenses related to these agreements are recorded as revenue.

#### Use of Estimates

The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Accordingly, actual amounts may differ from estimated amounts.

#### Fair Value Measurements

Generally accepted accounting principles define fair value as the price that would be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants at the measurement date ( exit price) and such principles also establish a fair value hierarchy that prioritizes the inputs used to measure fair value using the following definitions (from highest to lowest priority):

- Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
- Level 2 Observable inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data by correlation or other means.
	- Level 3 Prices or valuation techniques requiring inputs that are both significant to the fair value measurement and unobservable.

Accounts Payable, are measured fairly as on December 31 si, 2025.

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#### rncome Taxes

The Compan)', with the consent of its member, has elected lo be a Texas Limited Liability Company. For tax purposes, the Company is treated as an S Corporation. Therefore, in lieu of business income taxes imposed on the Company, its Member is taxed on the Company's taxable income Accordingly, no provision or liability for federal income taxes or state taxes is included in these financial statements.

#### Lease Standards

The Company is not subject to ASC 842 The Company's lease obligations are month-to-month.

#### 2. Related Party Transactions

The Company has entered into a lease agreement with an affiliate, All Star Franchise, which is under common ownership wilh the sole member of the parent, for occupancy (rent) expenses at a monthly rent of \$1,000 for FY2025. As of December 31, 2025, the total amount payable lo All Star Franchise is \$14,700, comprising \$12,000 related to rent expenses and S2.700 representing amounts paid by All Star Franchise on behalf of the Company to another creditor of Netshares.

#### 3. Net Capital Requirements

The Company is subject lo the SEC Uniform Net Capital Rule (SEC Rule l 5c3-1 ), 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 lo 1. During the Company's first 12 months in operation, said ratio shall not exceed 8 to 1. At December 31, 2025, the Company had net capital of \$23,090, which was \$18,090 in excess of its required net capital of \$5,000. The Company's net capital ratio was 0.64 Lo I.

#### 4. Commitments and Contin~encjes

In the normal course of business, the Company may become subject to various legal proceedings including to litigation and regulatory matters. As of December 31, 2025, the Company was not involved in any such matters.

#### 5. Operating Losses and Capital Contributions

The Company has losses from operations. The Parent (Netshares LLC) contributes capital, as necessary, so that the Company can meet its financial obligations. The Parent has currently evaluated the Company's ability to meet its obligations and has assessed that the Company will have sufficient cash to meet its obligations over the next year.

#### 6. ASC 280- ~egment Discloser Requirement

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The Company is engaged in a single line of business as a broker-dealer, which is comprised of several classes of services, including private placement of securities, mergers and acquisitions, and equity crowdfunding. The Company has identified David Lee as the chief operating decision maker ("CODM") who uses net income to evaluate the results of the business, predominantly in the forecasting process to manage the Company. Additionally, the CODM uses excess net capital (see Note 3), 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 dividends/distribute its profits. The Company's operations constitute a single operating segment and 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 segment are the same as those described in the summary of significant accounting policies. The significant expenses of the segment are reported on the accompanying income statement of this report.

#### 7. Subsequent Events

The Company has performed an evaluation of subsequent events through the date the financial statements were issued. The evaluation did not result in any subsequent events that required disclosures and/or adjustments. There were no new accounting pronouncements till March 2026, that are relevant for the year ended December 31, 2025 that we believe would have a material impact on our financial position or results of operations.

#### 8. Exemption from Schedules II and III under SEC Rule 15c3-2

Pursuant to SEC Rule 15c3-3, certain broker-dealers are required to present supplementary schedules relating to customer reserve computations (Schedule II) and securities positions (Schedule III).

The Company does not carry customer accounts, bold customer funds or securities, or maintain securities positions that would require reporting under these schedules. Accordingly, Schedules II and III are not applicable and have not been presented in these financial statements.

## 9. Other Disclosures:

Netshares Financial Services and David Lee has entered into a share sale agreement with Valuit LLC. The agreement is currently executed but not completed, and the same is expected to be completed by the end of Financial Year 2026.

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## **ANNE~rcJRE 1: NET CAPITAL COMPUTATION AS PER SEC RULE 15c3-1**

Netshares Financial Services, LLC

Computation of Net Capital Under Rule 15c3-1 As of December 31, 2025

Total Members' Equity (from Statement of Financial Condition): \$23,090

#### Net Capital: \$23,090

#### Minimum Net Capital Requirement: \$5,000

Excess Net Capital: \$18,090 Computation of Aggregate Indebtedness: • Accounts Payable: \$14,700 Total Aggregate Indebtedness: \$14,700

#### Net Capital Ratio: 0.64 to 1 *(Maximum allowable ratio: 15 to 1)*

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#### **Annexure 3: Possession and Control Requirements**

Information Relating to Possession or Control Requirements under SEC Rule 15c3-3 As of December 31, 2025

#### **Exemption Statement:**

The Company is exempt from the possession and control requirements of SEC Rule 15c3-3 pursuant to Footnote 74 of the SEC Release No. 34-70073. The Company does not carry customer accounts, nor does it hold, custody, or maintain physical possession or control of any customer funds or securities. Therefore, information relating to possession or control requirements is not applicable.

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#### **Annexure 2: Computation of Reserve Requirements**

Computation for Detennination of Reserve Requirements under SEC Rule 15c3-3 As of December 31, 2025

Exemption Statement:

The Company is classified as a "Non-Covered Firm" and is exempt from the provisions of SEC Rule 15c3-3 pursuant to Footnote 74 of the SEC Release No. 34-70073. During the audit period. the Company did not act as a clearing broker, did not carry customer accounts, and did not hold or custody customer funds or securities. Accordingly, the Computation for Determination of Reserve Requirements is not applicable and has not been prepared.

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Netshares Financial Services, LLC Exemption Report

Netshares Financial Services, LLC (the "Company") is a registered broker-dealer subject to Rule 17a-5 promulgated by the Securities and Exchange Commission (17 C.F.R. §240.17a-5, "Reports to be made by certain brokers and dealers"). This Exemption Report was prepared as required by 17 C.F.R. § 240.17a-5(d)(1) and (4). To the best of its lmowledge and belief, the Company states the following:

(1) The Company claimed an exemption from 17 C.F.R. § 240.15c3-3 under the following provisions of 17 C.F.R. § 240.15c3-3 (k): (2)(i).

(2) The Company met the identified exemption provisions in 17 C.F.R. § 240.15c3-3 (k)(2)(i) throughout the most recent fiscal year ending December 31, 2025, without exception.

Netshares Financial Services, LLC

I, David Lee, swear (or affirm) that, to my best lmowledge and belief, this Exemption Report is true and correct. r;;-.,.

By: LE=-

DavidLee Chief Executive Officer / Managing Member Date: March 23, 2026


Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.