# HAPI SECURITIES LLC X-17A-5 (2026-05-12) — Broker-dealer annual report
- Company: HAPI SECURITIES LLC
- Form: X-17A-5
- Filed: 2026-05-12
- Period: 2025-12-31
- Accession: 0001837759-26-000003
- CIK: 1837759
- File #: 8-70646
- Type: Broker-dealer
- Material weakness: No
- Auditor: Ohab and Company, PA
- Auditor location: Maitland, FL
- Contact: Brian Megenity
- Phone: 7702636003
- Email: bmegenity@bdcaonline.com
- Website: bdcaonline.com
- Signed by: Christian Maynard-Philipp (CEO)
Original filing: https://www.sec.gov/Archives/edgar/data/1837759/000183775926000003/2025hapisecafs.pdf
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| Hapi Securities LLC
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| 2646 NW Cornell Road
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| Portland
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| Brian Megenity
| (770) 263-6003 | | | bmegenity@bdcaonline.com |
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Ohab and Company, PA |
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| 100 E. Sybelia Ave., Suite 130
| Maitland | | FL | 32751 |
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| 7/28/2004
| | 1839 | | |
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Christian Maynard-Phillip |
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Hapi Securities LLC |
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| December 31
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CEO | |
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## **TABLE OF CONTENTS**
| Report of Independent Registered Public Accounting Firm | 1 |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
| Financial Statements | |
| Statement of Financial Condition | 2 |
| Statement of Operations | 3 |
| Statement of Changes in Member's Equity | 4 |
| Statement of Cash Flows | 5 |
| Notes to Financial Statements | 6 - 10 |
| Supplemental Information | |
| Schedule I - Computation and Reconciliation of Net Capital Under Rule 15c3-1
of the Securities and Exchange Commission | 11 |
| Schedule II - Computation of Aggregate Indebtedness Under Rule 17a-5
of the Securities and Exchange Commission | 12 |
| Schedule III - Compuation and Determination of Reserve Requirements
and Information Relating to the Possession or Control
Requirements Under SEC Rule 15c3-3 | 13 |
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### **FINANCIAL STATEMENTS**
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## **HAPI SECURITIES LLC STATEMENT OF FINANCIAL CONDITION AS OF DECEMBER 31, 2025**
## **ASSETS**
| Assets | |
|-----------------------------------|-----------|
| Cash and cash equivalents | \$191,723 |
| Clearing deposit | 250,541 |
| Interest and rebates recevable | 50,224 |
| Deposits - legal | 18,000 |
| Prepaid expenses and other assets | 2,151 |
| Securities Owned | 1,349 |
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| Total assets | \$513,988 |
## **LIABILITIES AND MEMBER'S EQUITY**
| Liabilities | |
|---------------------------------------|-----------|
| Accounts and accrued expenses payable | \$38,873 |
| Due to Hapi Corp | 77,588 |
| Inventory short | 88 |
| Total liabilities | 116,549 |
| Member's Equity
Member's equity | \$397,439 |
| Total liabilities and member's equity | \$513,988 |
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## **HAPI SECURITIES LLC STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2025**
### **Revenues:**
| Interest income
Rebates
Other income | \$42,081
1,047,610
35 |
|--------------------------------------------|-----------------------------|
| Total revenues | 1,089,726 |
| Expenses: | |
| Clearing fees | 281,412 |
| Customer account fees | 359,298 |
| Legal and Professional fees | 138,464 |
| Payroll | 345,502 |
| Settlements | 39,700 |
| Technology fees | 16,221 |
| Trade errors | 2,322 |
| Regulatory fees | 8,121 |
| Other | 2,218 |
| Total Expenses | 1,193,258 |
| Net Loss | (\$103,532) |
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# **HAPI SECURITIES LLC STATEMENT OF CHANGES IN MEMBER'S EQUITY FOR THE YEAR ENDED DECEMBER 31, 2025**
| | | Retained | |
|---------------------------|----------------|---------------|-----------|
| | Members Equity | Earnings | Total |
| Balance December 31, 2024 | \$2,197,775 | (\$1,746,804) | \$450,971 |
| Member Contributions | 50,000 | | 50,000 |
| Net Loss for Period | | (103,532) | (103,532) |
| Balance December 31, 2025 | \$2,247,775 | (\$1,850,336) | \$397,439 |
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## **HAPI SECURITIES LLC STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2025**
| Cash flows from operating activities | |
|------------------------------------------------------|-----------------|
| Net Loss | \$
(103,532) |
| Adjustments to reconcile net loss to net cash | |
| used by operating activities | |
| Changes in operating assets and liabilities: | |
| Decrease in Commissions receivable | (43,628) |
| Decrease in Prepaid expenses and other current asset | (17,700) |
| Increase in clearing deposit | (123,038) |
| Increase in Accounts payable | 102,749 |
| A
Increase in Accrued liabilities | 300 |
| Net cash used by operating activities | (184,849) |
| Financing Activities | |
| Member contributions | 50,000 |
| Net cash provided for financing activities | 50,000 |
| Net decrease in cash | (134,849) |
| Cash and cash equivalents, at beginning of year | 326,572 |
| Cash and cash equivalents, at end of year | \$
191,723 |
| Supplemental disclosures of cash flow information | |
| Cash paid for interest | \$0 |
| Cash paid for taxes | \$0 |
| Other non cash items | \$0 |
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#### **NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**
**Nature of business:** Hapi Securities LLC ("the Company") was incorporated May 6, 2022. The Company is registered as a broker-dealer under the Securities Exchange Act of 1934 and is a member of the Financial Industry Regulatory Authority (FINRA) and a member of the Securities Investor Protection Corporation (SIPC). The Company is wholly owned by Hapi Corp LLC. The Company is registered in 4 states and provides individuals with a self-directed trading platform to execute brokerage transactions in cash accounts only. The Company's securities business segment derives interest and rebate revenue from customers' general securities business which deals solely with equity securities.
**Basis of accounting** - The accompanying financial statements of the Company have been prepared on the accrual basis of accounting and accordingly reflect all significant receivables, payables, and other assets and liabilities in accordance with accounting principles generally accepted in the United States of America.
**Cash and cash equivalents** - The Company considers all money market accounts and highly liquid cash investments with a maturity date of three months or less to be cash equivalents.
**Cash balances in excess of insured amounts** – The Company maintains its cash in accounts which, at times, may exceed federally insured limits. The Company has not experienced any losses due to these limits.
**Regulatory deposit** - The Company has on account with FINRA \$1,599, of which \$1,522 was deposited for 2026 licensing fees. This deposit was required by FINRA to be pre-paid in December 2025 to maintain state registrations in 2026. The Company will recognize this deposit as an expense on January 1, 2026.
**Revenue recognition** – Revenue is recognized in accordance with FASB ASC Topic 606 as services are rendered and the contracts identified performance obligation has been satisfied. The Company provides a platform for executing transactions on exchanges and interest and rebates are recognized as revenue at the point in time the associated service is fulfilled, and ensuing payment is imminent, which is trade date. The Company also recognizes revenue for order flow and securities lending at the point in time services are fulfilled, which is trade date. Presently, the Company is executing customer transactions for zero commissions. There were no unsatisfied performance obligations at December 31, 2025.
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#### **NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued**
**Income taxes** – The Company files consolidated tax returns with its parent, Hapi Corp. The Company is an LLC and will not be required to recognize income tax expense. The Member of the LLC will recognize tax provisions.
**Use of estimates**-The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.
#### **NOTE 2 – CREDIT LOSSES**
The Company follows ASC Topic 326, Financial Instruments – Credit Losses ("ASC 326"). ASC 326 impacts the impairment model for certain financial assets by requiring a current expected credit loss ("CEL") methodology to estimate expected credit losses over the entire life of the financial asset. Under the accounting update, the Company has the ability to determine that there are no expected credit losses in certain circumstances (e.g., based on the credit quality of the customer).
The Company had accounts receivable as of December 31, 2024 and 2025 of \$6,596 and \$50,224 respectively.
#### **NOTE 3 – SEGMENT REPORTING**
The Company's securities business segment derives interest and rebate revenue from customers' general securities business which deals solely with equity securities. The accounting policies for this segment are the same as those described in Note 1, Summary of Significant Account Policies. The chief operating decision maker assesses performance for the securities business segment and decides allocation of resources based on net income as reported on the income statement and segment assets as reported as total assets on the balance sheet.
The chief operating decision maker uses net income to evaluate income generated from segment assets (return on assets) in deciding whether to reinvest profits into this segment or other areas, such as acquisitions or paying dividends. Net income is used to monitor, among other things, budget versus actual result, competitive analysis, and benchmarking. The Company has one reportable segment of rebates for the sale of equity securities, as the primary source of its revenue. The Company's chief operating decision maker is the CFO.
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#### **NOTE 4 - LEASES**
The Company has no leases.
#### **NOTE 5 – FAIR VALUE MEASUREMENTS**
FASB ASC 820, *Fair value Measurements and Disclosures*, defines fair value, establishes a framework for measuring fair value, and establishes a fair value hierarchy which prioritizes the inputs to valuation techniques. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market. Valuation techniques that are consistent with the market, income or cost approach, as specified in ASC 820, are used to measure fair value. The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad areas:
Level 1 – inputs to the valuation methodology are quoted prices available in active markets for identical investments as of the reporting date.
Level 2 – inputs to the valuation methodology are:
- Quoted prices for similar assets or liabilities in active markets.
- Quoted prices for identical or similar assets or liabilities in inactive markets.
- Inputs other than quoted prices that are observable for the asset or liability.
Level 3 – Inputs to the valuation methodology are unobservable inputs in situations where there is little or no market activity for the asset or liability, and the reporting entity makes estimates and assumptions related to the pricing of the asset or liability, including assumptions regarding risk. There were no transfers in or out of Level 3 during the year ending December 31, 2025.
Investments are measured at fair value on a recurring basis by input type consisted of the following at December 31, 2025:
| | Fair Value Measurement | |
|--------------|-------------------------------|-----------|
| | Using Input Type___ | |
| | Level 1
Level 2
Level 3 | Total |
| Money Market | \$171,594 | \$171,594 |
| Total | \$171,594 | \$171,594 |
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#### **NOTE 6 - NET CAPITAL REQUIREMENTS**
As a registered broker-dealer, the Company is subject to the Securities and Exchange Commission Uniform Net Capital Rule 15c3-1. The rule states, in part, that a broker or dealer that does not receive, directly or indirectly, or hold funds or securities for, or owe funds or securities to, customers and does not carry accounts of, or for, customers is required to maintain a minimum net capital of 6-2/3% of aggregate indebtedness, or \$5,000, whichever is greatest. As of December 31, 2025, the Company has positive net capital of \$368,186 which exceeds its minimum of \$7,764. Pursuant to SEC Rule 17a-5, paragraph (d)(4), the net capital computation contained in this annual audit report for the period ending December 31, 2025, does not materially differ from the net capital computation contained in the Company's unaudited FOCUS Report IIA for the period ending December 31, 2025. Consequently, a reconciliation is not required and is therefore not included herein.
### **NOTE 7 – RELATED PARTY TRANSACTIONS**
The Company has an expense sharing agreement with the Parent Company, Hapi Corp LLC. for repayment and division of applicable expenses. These expenses include software, operations, compliance services, and legal fees. During the year ended December 31, 2025, the amount incurred to the Parent Company was \$77,588. The net amount owed to Hapi Corp at December 31, 2025 was \$77,588.
#### **NOTE 8 - COMMITMENTS AND CONTINGENCES**
In August 2024 FINRA commenced a routine examination of the Company's books and records. Their findings indicated repeat violations of certain transactions and procedures. In 2025 FINRA referred the matter to their Enforcement Division for review. At this time the Company cannot determine the outcome but does believe the matter will be turned back to the examination team with no censures.
#### **NOTE 9 – COMPANY CONDITIONS**
The Company has a loss of \$103,532 for the year ended December 31, 2025 and has received capital contributions from its stockholder for working capital. The Company' stockholder has represented the intention to continue making capital contributions, as needed, to ensure the Company's continuing operations. The stockholder has the financial wherewithal to continue contributing as required.
Management expects the Company to continue as a going concern and the accompanying financial statements have been prepared on a going-concern basis without adjustments for realization in the event the Company ceases to continue as a going concern.
#### **NOTE 10 – DEPOSIT WITH CLEARING BROKER**
The Company maintains cash deposited with the clearing firm pursuant to a fully disclosed clearing agreement ("Clearing Agreement") which is meant to assure the Company's performance, including but not limited to the indemnification obligations specified in the Clearing Agreement. At December 31, 2025, the Company had \$250,541 deposited with the clearing firm. The deposit does not represent an ownership interest in the clearing firm.
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#### **NOTE 11 ‐ SUBSEQUENT EVENTS**
Management has assessed subsequent events through the date the financial statements were made available and determined no subsequent events or transacƟons occurred during that period requiring recogniƟon or disclosure.
#### **NOTE 12 ‐ DEPOSITS**
The Company has a deposit with a law firm which is required for representaƟon.
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# **HAPI SECURITIES LLC SCHEDULE I FOR THE YEAR ENDED DECEMBER 31, 2025 COMPUTATION AND RECONCILIATION OF NET CAPITAL UNDER RULE 15c3-1 OF THE SECURITIES AND EXCHANGE COMMISSION**
| Computation of basic net capital requirements: | |
|-------------------------------------------------------------------------|-----------|
| Total member's equity | \$397,439 |
| Decuctions and/or charges: | |
| Non-allowable assets: | |
| Interest and rebate receivable | \$8,600 |
| Prepaid expense and other | 20,503 |
| Total non-allowable assets | 29,103 |
| Net capital before haircuts and securities positions | 368,336 |
| Haircuts | 150 |
| Net Capital | 368,186 |
| | |
| Minimum net capital requirements: | |
| 6 2/3% of total aggregate indebtedness (\$116,461) | 7,764 |
| Minimum dollar net capital requirement for this broker-dealer (\$5,000) | 5,000 |
| Net capital requirement (greater of above two requirements) | 5,000 |
| Net capital in excess of requirement minimum | \$360,422 |
There are no material differences between the proceeding computation and the Company's corresponding unaudited Part II of Form X-17A-5 as of December 31, 2025
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# **HAPI SECURITIES LLC SCHEDULE II COMPUTATION OF AGGREGATE INDEBTEDNESS UNDER RULE 17a-5 OF THE SECURITIES AND EXCHANGE COMMISSION AS OF DECEMBER 31, 2025**
## **Total Aggregate Indebtedness**
| Accrued expenses payable | \$116,461 |
|---------------------------------------------------|-----------|
| Aggregate indebtedness | \$116,461 |
| Ratio of aggregate indebtedness
to net capital | 0.32 |
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# **HAPI SECURITIES LLC SCHEDULE III INFORMATION RELATED TO POSSESSION AND CONTROL AS OF DECEMBER 31, 2025 REQUIREMENTS UNDER SEC RULE 15c3-3 COMPUTATION FOR DETERMINATION OF RESERVE REQUIREMENT AND**
The Company is exempt from the reserve and related computations for the determination thereof under paragraph (k)(2)(ii) of Rule 15c3-3 under the Securities and Exchange Commission.
The Reserve Requirements pursuant to Rule 15c3-3 is not applicable as the Company does not hold customer funds or securities and the Company's activities are limited to those contemplated by Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. §240.17a-5.
The Possession or Control Requirements pursuant to Rule 15c3-3 is not applicable as the Company does not hold customer funds or securities and the Company's activities are limited to those contemplated by Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. §240.17a-5.
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### **Hapi Securities, LLC Exemption Report**
Hapi Securities, LLC the Successor to Hapi Corp. (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)(l) and (4). To the best of its knowledge 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)(ii).
- 2) The Company met the identified exemption provisions in 17 C.F.R. §240.15c3-3 (k)(2)(ii) throughout the most recent fiscal year without exception.
3) The Company is also filing this Exemption Report because the Company's other business activities contemplated by Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.l7a-5 are limited to referring securities transactions to other broker-dealers, or providing technology or platform services; and the Company (1) did not directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers, (other than money or other consideration received and promptly transmitted in compliance with paragraph (a) or (b)(2) of Rule 15c2-4 and/or funds received and promptly transmitted for effecting transactions via subscriptions on a subscription way basis where the funds are payable to the issuer or its agent and not to the Company); (2) did not carry accounts of or for customers; and (3) did not carry PAB accounts (as defined in Rule 15c3-3) throughout the most recent fiscal year without exception.
I, Christian Maynard-Philipp, affirm that, to my best knowledge and belief, this Exemption Report is true and correct.
By: Title: Chief Compliance Officer
February 26, 2026
Hapi Securities, LLC., a U.S. Securities and Exchange Commission (SEC) registered broker-dealer, member FINRA (FINRA.org) and SIPC (SIPC.org). Hapi Securities, LLC is a wholly owned subsidiary of Hapi Corp.
Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.