# EXCELSIOR EQUITIES, LLC X-17A-5 (2025-12-01) — Broker-dealer annual report

- Company: EXCELSIOR EQUITIES, LLC
- Form: X-17A-5
- Filed: 2025-12-01
- Period: 2025-09-30
- Accession: 0001812980-25-000009
- CIK: 1812980
- File #: 8-70533
- Type: Broker-dealer
- Material weakness: No
- Auditor: Spicer Jeffries LLP
- Auditor location: Denver, CO
- Contact: Olga Rip
- Phone: 8045641588
- Email: olga.rip@oysterllc.com
- Website: oysterllc.com
- Signed by: John Flood, CEO (CEO)

Original filing: https://www.sec.gov/Archives/edgar/data/1812980/000181298025000009/edgarpublic.pdf

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

OMB APPROVAL OMB Number: 3235-0123 Expires: Oct. 31, 2023 Estimated average burden hours per response: 12

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

SEC FILE NUMBER 8-70533

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                                                                                                                                     | 10/01/2024                                                 | AND ENDING 09/30/2025                   |                 |                                            |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------|-----------------------------------------|-----------------|--------------------------------------------|
|                                                                                                                                                                     | MM/DD/YY                                                   |                                         |                 | MM/DD/YY                                   |
|                                                                                                                                                                     | A. REGISTRANT IDENTIFICATION                               |                                         |                 |                                            |
| NAME OF FIRM: Excelsior Equities LLC                                                                                                                                |                                                            |                                         |                 |                                            |
| TYPE OF REGISTRANT (check all applicable boxes):<br>Broker-dealer<br>_ Security-based swap dealer<br>□ Check here if respondent is also an OTC derivatives dealer   |                                                            | [ Major security-based swap participant |                 |                                            |
| ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.)                                                                                                 |                                                            |                                         |                 |                                            |
| 6795 East Tennessee Street, Suite 210                                                                                                                               |                                                            |                                         |                 |                                            |
|                                                                                                                                                                     | (No. and Street)                                           |                                         |                 |                                            |
| Denver                                                                                                                                                              |                                                            | CO                                      |                 | 80224                                      |
| (City)                                                                                                                                                              | (State)                                                    |                                         |                 | (Zip Code)                                 |
| PERSON TO CONTACT WITH REGARD TO THIS FILING                                                                                                                        |                                                            |                                         |                 |                                            |
| Olga Rip                                                                                                                                                            | 804-564-1588                                               |                                         |                 | olga.rip@oysterllc.com                     |
| (Name)                                                                                                                                                              | (Area Code - Telephone Number)                             |                                         | (Email Address) |                                            |
|                                                                                                                                                                     | B. ACCOUNTANT IDENTIFICATION                               |                                         |                 |                                            |
| INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing*                                                                                           |                                                            |                                         |                 |                                            |
| Spicer Jeffries LLP                                                                                                                                                 |                                                            |                                         |                 |                                            |
|                                                                                                                                                                     | (Name - if individual, state last, first, and middle name) |                                         |                 |                                            |
| 4601 DTC Boulevard, Suite 700 Denver                                                                                                                                |                                                            |                                         | Co              | 80237                                      |
| (Address)                                                                                                                                                           | (City)                                                     |                                         | (State)         | (Zip Code)                                 |
| 10/20/2003                                                                                                                                                          |                                                            | 349                                     |                 |                                            |
| (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 of an independent public<br>accountant must he cunnortad by a statement of facts and since with |                                                            |                                         |                 |                                            |

y 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
diental a currently valid OMR control ruwel ar displays a currently valid OMB control number.

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#### OATH OR AFFIRMATION

|, John Flood, CEO \_\_\_\_\_\_\_ swear (or affirm) that, to the best of my knowledge and belief, the financial report pertaining to the firm of Excelsior Equities LLC as of

9/30 2 (car dlaw to contract. I further swear (or affirm) that neither the company nor nor nor nor nor ny partner, officer, director, or equivalent person, as the case may be, has any proprietary interest in any acount clasifil no ly as that of a customer.

![](_page_1_Picture_4.jpeg)

| Signature:    |  |  |
|---------------|--|--|
| Title:<br>CEO |  |  |

# This filing\*\* contains (check all applicable boxes):

- (a) Statement of financial condition.
- = (b) Notes to consolidated statement of financial condition.
- □ (c) Statement of income (loss) or, if there is other comprehensive 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 in liabilities subordinated to claims of creditors.
- □ (g) Notes to consolidated financial statements.
- [ (h) Computation of net capital under 17 CFR 240.15c3-1 or 17 CFR 240.18a-1, as applicable.
- □ (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 240.15c3-3.
- □ (k) Computation for determination of security-based swap reserve requirements pursuant to Exhibit B to 17 CFR 240.15c3-3 or Exhibit A to 17 CFR 240.18a-4, as applicable.
- □ (I) Computation for Determination of PAB Requirements under Exhibit A to § 240.15c3-3.
- □ (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-4, as applicable.
- □ (o) Reconciliations, including appropriate explanations, of the FOCUS Report with computation of net capital or tangible net worth under 17 CFR 240.15c3-1, 17 CFR 240.18a-2, 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.
- □ (p) Summary of financial data for subsidiaries not consolidated in the statement of financial condition.
- (q) Oath or affirmation in accordance with 17 CFR 240.17a-5, 17 CFR 240.17a-12, or 17 CFR 240.18a-7, as applicable.
- □ (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 240.18a-7, as applicable.
- (t) Independent public accountant's report based on an examination of the statement of financial condition.
- □ (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.
- O (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 240.15c3-1e 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:

<sup>\*\*</sup> To request confidential treatment of certain portions of this filing, see 17 CFR 240.17a-5(e)(3) or 17 CFR 240.18a-7(d)(2), as applicable.

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Statement of Financial Condition

For the year ended September 30, 2025

With Report of Independent Registered Public Accounting Firm

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# Table of Contents

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 4601 DTC BOULEVARD SUITE 700 DENVER, COLORADO 80237 TELEPHONE: (303) 753-1959 FAX: (303) 753-0338 www.spicerjeffries.com

# REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Members of Excelsior Equities, LLC

#### Opinion on the Financial Statements

We have audited the accompanying statement of financial condition of Excelsior Equities, LLC (the Company) as of September 30, 2025, 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 September 30, 2025 in conformity with accounting principles generally accepted in the United States of America.

### Basis for Opinion

These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on the Companys 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.

We have served as Excelsior Equities, LLCs auditor since 2021.

Denver, Colorado November 24, 2025

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#### Statement of Financial Condition September 30, 2025

#### Assets

| Excelsior Equities, LLC                  |              |
|------------------------------------------|--------------|
| Statement of Financial Condition         |              |
| September 30, 2025                       |              |
|                                          |              |
| Assets                                   |              |
| Cash                                     | \$<br>37,019 |
| Private placement fee receivable         | 6,250        |
| Prepaid expenses and other assets        | 2,879        |
| Intangible assets                        | 2,500        |
| Total assets                             | \$<br>48,648 |
| Liabilities and Members' Equity          |              |
| Liabilities:                             |              |
| Accounts payable and accrued liabilities | \$<br>22,659 |
| Total liabilities                        | 22,659       |
| Members' equity                          | 25,989       |
| Total liabilities and members' equity    | \$<br>48,648 |

The accompanying notes are an integral part of these financial statements.

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#### Notes to Financial Statements

#### 1. Organization and Business:

Nature of Business: Excelsior Equities, LLC (the "Company") is a Colorado Limited Liability Company, organized November 1, 2019. On February 11, 2021, the Company became registered with the Securities and Exchange Commission ("SEC") as a brokerdealer and became a member of the Financial Industry Regulatory Authority ("FINRA") and the Securities Investor Protection Corporation ("SIPC").

On February 3, 2025, FINRA notified the Company that its continuing member application for a material change in business operations had been granted. The Company has been approved by FINRA to (1) prepare, publish, and distribute proprietary research, and to distribute third-party research; (2) mergers and acquisitions; (3) private placement of securities; and (4) underwriter or selling group participant (corporate securities other than mutual funds) – best efforts offerings only. Additionally, the Company's minimum net capital requirement decreased to \$5,000 pursuant to SEA Rule 15c3-1.

#### 2. Summary of Significant Accounting Policies:

Basis of Accounting: The financial statements of the Company are prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP").

Credit Risks: Financial instruments which potentially expose the Company to concentrations of credit risk consist principally of cash. The Company maintains its cash balances in financial institutions fully insured by the Federal Deposit Insurance Corporation up to \$250,000. The Company's cash balance may at times exceed the insured limit.

Allowance for Doubtful Accounts: The Company uses the allowance method of accounting for doubtful accounts. The allowance is based on management's estimate of the amount of receivables that will actually be collected. At September 30, 2025, no allowance for uncollectible accounts was considered necessary.

Property and Equipment: Property and equipment are stated at cost. Depreciation and amortization are calculated using straight-line and accelerated methods over the estimated useful lives of the related assets that range from 3 to 5 years.

Income Taxes: For federal, state and local income tax purposes, the Company is treated as partnership. Accordingly, no provision has been made for federal, state or local income taxes since the taxable income of the Company is to be included in the tax returns of the individual member.

The Company follows the Financial Accounting Standards Board ("FASB") guidance for how uncertain tax positions should be recognized, measured, disclosed and presented in the financial statements. This requires the evaluation of tax positions taken or expected be taken in the course of preparing the Company's tax returns to determine whether the

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#### Notes to Financial Statements, Continued

tax positions are "more-likely-than-not" of being sustained "when challenged" or "when examined" by the applicable tax authority. Tax positions not deemed to meet the morelikely-than-not threshold would be recorded as a tax expense and liability in the current year. Management has evaluated the Company's tax positions and concluded that the Company has taken no uncertain tax positions that require adjustment to the financial statements to comply with the provisions of this guidance as of September 30, 2025. The Company is not currently under audit by any tax jurisdiction. The Company's tax returns for the years 2022 through the present remain subject to examination by federal, state, and local tax authorities.

Use of Estimates: The preparation of financial statements in conformity with generally accepted accounting principles 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 period reported. Actual results could differ from those estimates.

#### 3. Intangible assets

| amounts of revenues and expenses during the period reported. Actual results could differ<br>from those estimates.                                                                                                                                                                                                                                                                             | contingent assets and liabilities at the date of the financial statements and the reported |              |             |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------|--------------|-------------|
| Leases: In accordance with ASU 2016-02 – Leases (Topic 842), the Company recognizes<br>leases on the balance sheet with lease liabilities and corresponding right-of-use assets<br>based on the present value of lease payments. The Company had not entered into any<br>leases subject to this standard as of September 30, 2025.                                                            |                                                                                            |              |             |
| Intangible assets                                                                                                                                                                                                                                                                                                                                                                             |                                                                                            |              |             |
| To purchase the units, the buyer contributed certain assets including but not limited to                                                                                                                                                                                                                                                                                                      |                                                                                            |              |             |
| customer lists, research and a website in the form of a capital contribution. These assets<br>are valued at cost, amortized on a straight-line basis over one to three years and included<br>as intangible assets on the balance sheet. Amortization is included in other expenses on<br>the Statement of Operations. At September 30, 2025, intangible assets consisted of the<br>following: |                                                                                            | Accumulated  | Net book    |
|                                                                                                                                                                                                                                                                                                                                                                                               | Cost                                                                                       | Amortization | Value       |
| Customer lists                                                                                                                                                                                                                                                                                                                                                                                | \$<br>30,000                                                                               | \$<br>28,333 | \$<br>1,667 |
| Published research                                                                                                                                                                                                                                                                                                                                                                            | 25,000                                                                                     | 25,000       | -           |
| Unpublished and background research                                                                                                                                                                                                                                                                                                                                                           | 25,000                                                                                     | 25,000       | -           |
| Website                                                                                                                                                                                                                                                                                                                                                                                       | 15,000                                                                                     | 14,167       | 833         |
| X (formerly Twitter) account                                                                                                                                                                                                                                                                                                                                                                  | 5,000                                                                                      | 5,000        | -           |

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#### Notes to Financial Statements, Continued

#### 4. Members' equity

Membership equity consists of common membership units. On October 30, 2024, a member contributed cash in the amount of \$25,000 in exchange for 25,000 common membership units. On June 30, 2025, a member contributed cash in the amount of \$15,000 in exchange for 30,000 common membership units.

5. Segment Reporting: The Company is engaged in a single line of business as a securities broker-dealer, which is comprised of several classes of services, including preparing, publishing, and distributing research and distributing third-party research, mergers and acquisitions, private placement of securities, and underwriter or selling group participant – best efforts offerings only. The Company has identified its Chief Executive Officer 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 6), 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. 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 of the segment are the same as those described in the summary of significant accounting policies.

#### 6. Regulatory Requirements:

The Company is subject to the SEC Uniform Net Capital Rule (Rule 15c3-1), which requires the maintenance of minimum net capital and the ratio of aggregate indebtedness to net capital of not more than 15 to 1. At September 30, 2025, the Company had net capital of \$14,360, which was \$9,360 in excess of required minimum net capital of \$5,000. The Company's net capital ratio was 157.79%.

The Company has no possession or control obligations under SEA Rule 15c3-3(b) or reserve deposit obligations under SEA Rule 15c3-3(e).

The Company relies on Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. §240.17a-5 because the Company's business activities are limited to (1) preparing, publishing, and distributing research and distributing third-party research; (2) mergers and acquisitions; (3) private placement of securities; and (4) underwriter or selling group participant (corporate securities other than mutual funds) – best efforts offerings only and the Company (1) did not directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers; (2) did not carry accounts of or for customers; and (3) did not carry PAB accounts (as defined in Rule 15c3-3). The Company met the provisions of Footnote 74 from October 1, 2024 through September 30, 2025 without exception.

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#### Notes to Financial Statements, Continued

#### 7. Subsequent Events

Management has evaluated subsequent events through November 24, 2025, the date the financial statements were issued. The Company filed the Broker-Dealer Withdrawal form with FINRA on November 5th, 2025.


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