# NORTLOV SECURITIES LLC X-17A-5 (2025-03-04) — Broker-dealer annual report - Company: NORTLOV SECURITIES LLC - Form: X-17A-5 - Filed: 2025-03-04 - Period: 2024-12-31 - Accession: 0001905656-25-000001 - CIK: 1905656 - File #: 8-70862 - Type: Broker-dealer - Material weakness: No - Auditor: OHAB AND COMPANY, PA - Auditor location: MAITLAND, FL - Contact: JOQUINN SADLER - Phone: 678-679-8638 - Email: jtsadler@nortlovsecurities.com - Website: nortlovsecurities.com - Signed by: JOQUINN SADLER (CEO) Original filing: https://www.sec.gov/Archives/edgar/data/1905656/000190565625000001/nortlovaudit24.pdf --- {0}------------------------------------------------ #### **UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549** OMB APPROVAL OMB Number: ϯϮϯϱͲϬϭϮϯ Expires: EŽǀ͘ϯϬ͕ϮϬϮϲ Estimated average burden hours per response: # **ANNUAL REPORTS FORM X-17A-5 PART III** | SEC FILE NUMBER | |-----------------| | 8-70862 | | Information Required Pursuant to Rules 17a-5, 17a-12, and 18a-7 under the Securities Exchange Act of 1934 | FACING PAGE | | | |--------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------|-----------------|--------------------------------------------| | FILING FOR THE PERIOD BEGINNING _____________________ AND ENDING ______________________ | 01/01/2024 | | 12/31/2024 | | | MM/DD/YY | | MM/DD/YY | | | A. REGISTRANT IDENTIFICATION | | | | NAME OF FIRM: _______________________________________________________________________ | Nortlov Securities LLC | | | | TYPE OF REGISTRANT (check all applicable boxes):
܆
܆
Broker-dealer
■
܆ Check here if respondent is also an OTC derivatives dealer | ܆
Security-based swap dealer | | Major security-based swap participant | | ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) | | | | | 1315 Ethans Way | | | | | _____________________________________________________________________________________ | (No. and Street) | | | | McDonough
_____________________________________________________________________________________ | Georgia | | 30252 | | (City) | (State) | | (Zip Code) | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | Joquinn Sadler
_____________________________________________________________________________________ | (678) 679-8638 | | jtsadler@nortlovsecurities.com | | (Name) | (Area Code – Telephone Number) | (Email Address) | | | | B. ACCOUNTANT IDENTIFICATION | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing*
Ohab and Company, PA | | | | | _____________________________________________________________________________________ | (Name – if individual, state last, first, and middle name) | | | | 100 E. Sybelia Ave, Ste 130
_____________________________________________________________________________________ | Maitland | FL | 32571 | | (Address) | (City) | (State) | (Zip Code) | | 07/28/2004
_____________________________________________________________________________________ | | 1839 | | | (Date of Registration with PCAOB)(if applicable) | | | (PCAOB Registration Number, if applicable) | | | FOR OFFICIAL USE ONLY | | | | | | | | \* Claims for exemption from the requirement that the annual reports be covered by the reports of an independent public accountant must be supported by a statement of facts and circumstances relied on as the basis of the exemption. See 17 CFR 240.17a-5(e)(1)(ii), if applicable. **Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.** {1}------------------------------------------------ #### **OATH OR AFFIRMATION** | Joquinn Sadler
I, ___________________________________________, swear (or affirm) that, to the best of my knowledge and belief, the | | | | | |---------------------------------------------------------------------------------------------------------------------------------------|-----|------------------------|--|--| | financial report pertaining to the firm of ____________________________________________________________, as of | | Nortlov Securities LLC | | | | 12/31 | 024 | | | | \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_, 2\_\_\_\_\_, is true and correct. I further swear (or affirm) that neither the company nor any partner, officer, director, or equivalent person, as the case may be, has any proprietary interest in any account classified solely as that of a customer. **Tykyah S Collins NOTARY PU8LC** (' ca»a **Henry County, GEORGIA** *{4<44* \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ | Signature: | __________________________________________ | |------------|--------------------------------------------| | Title: | | | CEO | __________________________________________ | Notary Public #### **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 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 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. - ܆) l) 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-1, or 17 CFR 240.18a-2, as applicable, and the reserve requirements under 17 CFR 240.15c3-3 or 17 CFR 240.18a-4, as applicable, if material differences exist, or a statement that no material differences exist. - ܆) 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. - ܆) 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: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ - *\*\*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.* {2}------------------------------------------------ (A jointly owned subsidiary of IBIS Compliance & Financial Services LLC and Nortlov Group) (SEC I.D. No. 8-70862) > Report Pursuant to Rule 17a-5 of The Securities and Exchange Commission Financial Statements and Supplemental Schedules As of and for the Year Ended December 31, 2024 (Including Report of Independent Registered Public Accounting Firm) These financial statements and schedule(s) should be deemed confidential pursuant to Subparagraph (e)(3) of SEC Rule 17a-5. {3}------------------------------------------------ # Table of Contents | Independent Auditor's Opinion | 3 | |-----------------------------------------------------------------------------------------------------|----| | Financial Statements | 4 | | Statement of Financial Condition | 4 | | Statement of Operations | 5 | | Statement of Cash Flows | 6 | | Statement of Changes in Member's Equity | 7 | | Footnotes to Financial Statements | 8 | | Supplementary Information Section | 14 | | Schedule I – Computation of Net Capital under Rule 15c3-1 of the Securities and Exchange Commission | 15 | | Computation of Net Capital | | | Computation of Net Capital Requirement | | | Computation of Aggregate Indebtedness | | | Computation of Reconciliation of Net Capital | | | Schedule II - Computation for Determination of Reserve Requirements for Brokers and Dealers | 16 | | Schedule III - Information Relating to the Possession or Control Requirements | 16 | | Supplementary Customer Protection Exemption Report | 17 | | Exemption Report | 19 | | | | {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) 100 E. Sybelia Ave. Suite 130 Maitland, FL 32751 *Certified Public Accountants* Email: pam@ohabco.com Telephone 407-740-7311 Fax 407-740-6441 #### REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Members of Nortlov Securities LLC #### **Opinion on the Financial Statements** We have audited the accompanying statement of financial condition of Nortlov Securities LLC as of December 31, 2024, the related statements of operations, changes in member's equity, and cash flows for the year then ended, and the related notes and schedules (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of Nortlov Securities LLC as of December 31, 2024, 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 Nortlov Securities LLC's management. Our responsibility is to express an opinion on Nortlov Securities LLC'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 Nortlov Securities LLC 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 re quire that we plan and pe rf orm the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to er ror or fraud. Our audit included pe rf orming procedures to assess the risks of material misstatement of the financial statements, whether due to er ror or fraud, and pe rforming 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 si gnificant 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. #### **Going Concern** The accompan ying financial statements have been pre par ed assuming that the Com pany will continue as a going concern. As discussed in Note 14 to the financial statements, the Company has su ffered recurring los ses from operations that raise substantial doubt about its ability to continue as a going conce rn. Management's plans in regard to these ma tters are also described in Note 14. The financial statements do not include any adjustments that might result from the outcome of this uncertaint y. #### **Auditor's Report on Supplemental Information** The Schedules I , II and Ill have been subjected to audit procedures pe rformed in conjunction with the audit of Nortlov Securities LLC's financial statements. The supplem ental information is the responsibility of Nortlov Securities LL C's mana gement. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and pe rforming procedures to test the completeness and accuracy of the information presented in the supplemental in formation. In forming our opinion on the supplemental information, we evaluated whether the supplemental in formation, including its form and content, is presented in con formity with 1 7 C.F. R. §24 0.17 a-5. In our opinion, Schedules I, II and Ill are fairly stated, in all material respects, in relation to the financial statements as a whole . *RN • Cpg0* We have se rved as Nortlov Securities LL C's audit or since 2023. Maitland, Florida Febru ary 20, 2 0 25 {5}------------------------------------------------ ## NORTLOV SECURITIES LLC Financial Statements Statement of Financial Condition December 31, 2024 | ASSETS | | | |--------------------------------------------------------------|--------------|--| | Cash | \$
51,235 | | | Prepaid deposits and expenses | 15,971 | | | TOTAL ASSETS | \$
67,206 | | | LIABILITIES AND MEMBER'S EQUITY | | | | LIABILITIES | | | | Due to related parties | 193 | | | Payable to other broker, dealers, and clearing organizations | 15,825 | | | Accounts payable, accrued expenses and other liabilities | 9,252 | | | TOTAL LIABILITIES | \$
25,270 | | | Commitments and contingencies (Note 12) | - | | | MEMBER'S EQUITY | 41,936 | | | TOTAL LIABILITIES AND MEMBER'S EQUITY | \$
67,206 | | {6}------------------------------------------------ ## NORTLOV SECURITIES LLC Statement of Operations For the year ended December 31, 2024 | NORTLOV SECURITIES LLC
Statement of Operations
For the year ended December 31, 2024 | | |-------------------------------------------------------------------------------------------|----------------| | REVENUE | | | Fee reimbursement income | \$
3,863 | | Interest revenue | 1,829 | | Commission revenue | 463 | | Total revenue | 6,155 | | EXPENSES | | | Professional fees | 29,914 | | Regulatory fees | 26,527 | | Clearing fees paid to other broker dealers | 26,000 | | Communications, data, and technology | 3,227 | | Occupancy | 1,834 | | Interest expense | 288 | | Other expenses | 997 | | Total expenses | 88,787 | | NET LOSS | \$
(82,632) | {7}------------------------------------------------ ## NORTLOV SECURITIES LLC Statement of Cash Flows For the year ended December 31, 2024 | NORTLOV SECURITIES LLC
Statement of Cash Flows
For the year ended December 31, 2024 | | |-------------------------------------------------------------------------------------------|----------------| | CASH FLOWS FROM OPERATING ACTIVITIES | | | Net loss | \$
(82,632) | | Adjustments to reconcile net income to net cash provided by operating activities | | | Deposits with brokers, dealers and clearing organizations | 25,825 | | Prepaid deposits and expenses | (13,946) | | Due to related parties | (1,791) | | Accounts payable, accrued expenses and other liabilities | 6,226 | | Net cash used in operating activities | (66,318) | | CASH FLOWS FROM FINANCING ACTIVITIES | | | Member contributions | 73,328 | | Net cash provided by financing activities | 73,328 | | NET DECREASE IN CASH | 7,010 | | CASH AT BEGINNING OF THE YEAR | 44,225 | | CASH BALANCE AT THE END OF YEAR | \$
51,235 | | SUPPLEMENTAL CASH FLOWS DISCLOSURES | | | Cash paid for interest | \$
288 | | Cash paid for income taxes | \$
- | {8}------------------------------------------------ ## Statement of Changes in Member's Equity For the year ended December 31, 2024 | NORTLOV SECURITIES LLC | | | |---------------------------------------------------------------------------------|----|------------------| | Statement of Changes in Member's Equity
For the year ended December 31, 2024 | | | | | | | | BALANCE AT DECEMBER 31, 2023
Member contributions | \$ | 51,240
73,328 | | Net loss | | (82,632) | | BALANCE AT DECEMBER 31, 2024 | \$ | 41,936 | | | | | | | | | | | | | {9}------------------------------------------------ ## NORTLOV SECURITIES LLC Footnotes to Financial Statements For the year ended December 31, 2024 ## 1. Organization and Nature of Business Nortlov Securities LLC (the Company), a Delaware Limited Liability Company, is a broker-dealer registered with the Securities and Exchange Commission (SEC) and a member of the Financial Industry Regulatory Authority (FINRA). The ownership structure of the Company involves two parent entities, namely IBIS Compliance & Financial Services, LLC and Nortlov Group. IBIS Compliance & Financial Services maintains a controlling interest of 96% in the Company, while Nortlov Group holds the remaining 4% ownership. The Company operates as a securities broker-dealer, offering a range of services, including general securities on an agency basis and investment banking services, all within a single line of business. The Company functions as a general securities broker-dealer, engaging in the execution and clearing of transactions and managing client asset custody predominantly through Interactive Brokers, LLC (IB) as the clearing broker. The Company operates as an introducing broker-dealer; therefore, abstains from clearing customer accounts or undertaking custodial responsibilities associated with customer securities. ## 2. Significant Accounting and Reporting Policies ## Basis of Presentation These financial statements were prepared in conformity with accounting principles generally accepted in the United States of America, which require 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 reported period. Actual results could differ materially from these estimates. ## Use of Estimates In accordance with generally accepted accounting principles in the United States of America, management is required to make estimates and assumptions when preparing financial statements. These factors impact the reported figures for assets, liabilities, disclosure of contingent assets and liabilities as of the financial statement date, and the reported amounts of revenue and expenses throughout the reporting period. It is important to note that actual results may vary from these estimates. ## Cash and Cash Equivalents The Company maintains its cash in bank deposit accounts, which may, at times, exceed federally insured limits. The Company monitors these accounts and does not expect to incur any losses. Cash is securely held in an account at a depository bank, insured by the Federal Deposit Insurance Corporation ("FDIC") up to \$250,000, mitigating credit risk. As of December 31, 2024, the cash on deposit remained within the FDICinsured limit, and the Company had no cash equivalents. For purposes of this financial statement, cash and cash equivalents are defined as highly liquid investments with original maturities of less than 90 days, not held-for-sale in the ordinary course of business, and the recorded value of such instruments approximates their fair value. {10}------------------------------------------------ ## 2. Significant Accounting and Reporting Policies, continued ### Fair Value Measurement Fair value is defined as "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 three-tiered hierarchy for determining fair value has been established that prioritizes inputs to valuation techniques used in fair value calculations. The three levels of inputs are defined as Level 1 (unadjusted quoted prices for identical assets or liabilities in active markets), Level 2 (inputs that are observable in the marketplace other than those inputs classified in Level 1) and Level 3 (inputs that are unobservable in the marketplace). Cash, receivables, accounts payable and other current liabilities are reflected in the financial statements at carrying value which approximates fair value because of the short-term maturity of these instruments. ## Leases The Company is required to record a right-of-use asset and a corresponding lease liability on the balance sheet for all leases with terms greater than 12 months. All such leases and are to be classified as either finance or operating. The Company had no lease obligations that required recording or disclosures in the December 31, 2024 financial statements. ## Agreements with Brokers, Dealers and Clearing Organizations The Company has a clearing arrangement with Interactive Brokers LLC ("IB") for the execution and clearing of its securities transactions. Under this arrangement, IB assumes responsibility for the clearance and settlement of the Company's securities transactions in accordance with industry standards and regulatory requirements. Additionally, the Company executed a clearing agreement with Hilltop Securities ("HTS") in December 2024. However, no actions were taken under this agreement in 2024, with plans to commence activity in early 2025. #### Current Expected Credit Losses (CECL) The Company had no accounts receivable as of December 31, 2024. Therefore, the guidance under ASC Topic 326, Financial Instruments - Credit Losses, did not apply. No allowance for credit losses was required as there were no outstanding receivables to evaluate. #### Income Taxes The Company is a limited liability company that is treated as a disregarded entity for income tax purposes as all income or loss flows through to its Parent. Therefore, no income tax expense or liability is recorded in the accompanying financial statements. {11}------------------------------------------------ ## NORTLOV SECURITIES LLC Footnotes to Financial Statements For the year ended December 31, 2024 ### 2. Significant Accounting and Reporting Policies, continued The Company follows ASC 740, Income Taxes 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 to be taken in the course of preparing the Company's tax return to determine whether the 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 more-likely-than-not threshold would be recorded as a tax expense and liability in the current year. Management has concluded that there are no tax obligations stemming from unacknowledged tax benefits associated with uncertain income tax positions taken or anticipated for the year ended December 31, 2024. Any tax returns for the years ended December 31, 2021 and thereafter remain open and are therefore subject to audit by the taxing authorities. No income tax returns are currently under examination. ## Revenue Recognition The Company adopted ASU 2014-09, Revenue from Contracts with Customers, (codified in ASC 606). The Company recognizes revenue when services are transferred to clients. Revenue is recognized based on the amount of consideration that management expects to receive in exchange for these services in accordance with the terms of the contract with the client. To determine the amount and timing of revenue recognition, the Company must (1) identify the contract with the client, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when the Company satisfies a performance obligation. #### General Securities Revenue The Company has entered into a clearing agreement with a clearing broker whereby it introduces customers and receives revenue. Customers enter into a customer agreement with the clearing broker which establishes the terms under which the customer agrees to compensate the parties for transactions provided, including the purchase and sale of financial products and fees for account maintenance. The transaction price is determined by the market and may include a commission or markup ("transaction fees") added by the Company. The Company or clearing affiliate may charge/earn fees for margin lending, balances held, and sundry services ("other services"), as set forth in the customer agreement, which fees may be shared with the Company. All services are satisfied, and transaction and other fees are recognized on the transaction date; the date in which the underlying financial instrument is purchased or sold, the purchaser or seller is identified, pricing is agreed, risk and rewards of ownership or dispossession has occurred and transferred, and other transaction services have been provided. #### Interest Revenue The company acknowledges interest income when it earns revenue from its interest-bearing assets, like cash deposits held with banks. As interest is earned, it is recorded in the financial statements and is disclosed in the Statement of Operations. {12}------------------------------------------------ ### 3. Prepaid Deposits and Expenses Prepaid deposits and expenses signify advance payments made for forthcoming goods, services, or rights. The Company follows a systematic approach to recognize and allocate these expenses over the periods when the related benefits are utilized. As of December 31, 2024, the Company's prepaid deposits and expenses amounted to \$15,971 and this figure is disclosed in the Statement of Financial Condition. ## 4. Occupancy The Company has engaged in a third-party agreement encompassing the utilization of office space incurred by the third-party on behalf of the Company. During the year 2024, the Company recognized occupancy expenses amounting to \$1,472 under this arrangement. The agreement is structured on a month-to-month basis and is subject to termination by either party. ## 5. Related Parties The Company has an expense sharing agreement with the Owner, under which it receives a monthly allocation of expenses incurred by the Owner on its behalf. In 2024, the Company recorded \$2,597 in expenses under this agreement, which includes occupancy expenses as outlined in Note 4 above. The agreement operates on a month-to-month basis and can be terminated by either party. As of December 31, 2024, the Company had a liability of \$193 related to these shared expenses, which is disclosed in the Statement of Financial Condition. Receivables from and payables to brokers, dealers and clearing organizations \$ - \$ 15,825 ## 6. Receivable from and Payable to Brokers, Dealers and Clearing Organizations Amounts receivable from and payable to brokers, dealers and clearing organizations at December 31, 2024 consist of the following: | Receivable | | Payable | |------------|--|---------| | | | | ## 7. Professional Service Fees During the reporting period, the Company incurred professional service fees totaling \$42,702 for services rendered by individuals with specialized skills, expertise, and licensing such as consultants, accountants, and other professionals. The fees reflect compensation for the time and knowledge required to support a range of operational and strategic activities, such as audit services, financial reporting, regulatory compliance, and other vital business functions that contribute to the Company's overall performance. ## 8. Restrictions on Contributed Capital During the period ending December 31, 2024, the Company received member contributions from the Parent companies totaling \$73,328. In accordance with regulatory guidelines, equity capital cannot be withdrawn within one year of the contribution date without written authorization from FINRA. Pursuant to Securities and Exchange Commission Rule 15c3-1(e)(2) the Company may not authorize distributions to its member if such distributions cause the Company's net capital to fall below 120% of the Company's minimum net capital requirement. As of December 31, 2024 the Company was not in violation of this requirement. {13}------------------------------------------------ #### 9. Net Capital Requirements #### Net Capital Requirements The Company is subject to the SEC's Uniform Net Capital Rule (SEC Rule 15c3-1) under the Securities Exchange Act of 1934, which requires the maintenance of minimum net capital. For broker-dealers in existence for less than one year, the ratio of aggregate indebtedness to net capital cannot exceed 800%. After one year of existence, this ratio increases to 1,500%. The Company reached the one-year mark in May 2024. Additionally, the Rule prohibits the Company from engaging in securities transactions if its net capital falls below \$5,000, and restricts the withdrawal of equity capital or the payment of cash dividends if the aggregate indebtedness exceeds 1,000% of net capital. At December 31, 2024, the Company had net capital of \$25,965 which was \$20,965 in excess of its required net capital and the ratio of aggregate indebtedness to net capital was 97.32%. #### Reserve Requirements The Company is exempt from the provisions of SEC Rule 15c3-3 under the Securities Exchange Act of 1934, in that the Company's activities are limited to those set forth in the conditions for exemption appearing in paragraphs (k)(2)(ii) of the Rule. Additionally, in reliance on footnote 74 to SEC Release 34-70073, and as discussed in Q&A 8 of the related FAQ issued by SEC staff. 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 customers of or for customers, and 3) did not carry PAB accounts (as defined in Rule 15c3-3) throughout the period ending December 31, 2024, without exception. #### 10. Subordinated Liabilities As of December 31, 2024, the Company did not have any liabilities subordinate to the claims of general creditors at the start, end, or throughout the period. #### 11. Segment Reporting The Company functions as a securities broker-dealer, providing a variety of services, such as general securities on an agency basis and investment banking services, all within one line of business. The Company has identified its CEO 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 9), 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. {14}------------------------------------------------ ## NORTLOV SECURITIES LLC Footnotes to Financial Statements For the year ended December 31, 2024 ## 12. Commitments and Contingencies Operating as a broker-dealer, the Company is exposed to potential litigation, claims, and regulatory examinations. Following a comprehensive evaluation of potential exposures, management holds the opinion that, as of December 31, 2024, there are no outstanding matters anticipated to have a material adverse effect on the Company's financial position. The Company had no lease or equipment rental commitments (other than as disclosed in Note 4 above), no underwriting commitments, no contingent liabilities, and had not been named as a defendant in any lawsuit at December 31, 2024 or during the year then ended. #### 13. Subsequent Events Management has evaluated all events or transactions that occurred after December 31, 2024 through the date of the issued financial statements. During this period, there were no material recognizable subsequent events that required recording or disclosures in the December 31, 2024 financial statements. #### 14. Going Concern The Company continues to be in the early stages of its development. Throughout 2024, the Company has relied on member contributions from its parent companies to sustain operations as its business activities have remained slow to materialize. The Company is actively working toward achieving profitability and management closely monitors cash flows, financial performance, and strategic initiatives to ensure the Company's viability. While there are inherent uncertainties in any early-stage venture, management believes that with continued support from the Parent and successful execution of its business strategies, the Company will meet its obligations and continue operations. However, there can be no assurance, and the Company's ability to persist as a going concern depends on factors such as the realization of positive cash flows and securing additional funding from the Parent, if necessary. {15}------------------------------------------------ Supplementary Information Section Pursuant to SEA Rule 17a-5 of the Securities and Exchange Act of 1934 For the year ended December 31, 2024 {16}------------------------------------------------ ## Schedule I – Computation of Net Capital under Rule 15c3-1 of the Securities and Exchange Commission For the year ended December 31, 2024 #### Computation of Net Capital | NORTLOV SECURITIES LLC | | | |---------------------------------------------------------------------------------------------------------------------------------------------|----|----------| | Schedule I – Computation of Net Capital under Rule 15c3-1 of the Securities and Exchange Commission
For the year ended December 31, 2024 | | | | Computation of Net Capital | | | | Member's Equity | \$ | 41,936 | | Non-Allowable Assets | | (15,971) | | Haircuts on Securities Positions | | | | Securities Haircuts | | - | | Undue Concentration Charges | | - | | Net Allowable Capital | \$ | 25,965 | | Computation of Net Capital Requirement | | | | Minimum Net Capital Required as a Percentage of Aggregate Indebtedness | \$ | 1,685 | | Minimum Dollar Net Capital Requirement of Reporting Broker/Dealer | | 5,000 | | Net Capital Requirement | | 5,000 | | Excess Net Capital | \$ | 20,965 | | Computation of Aggregate Indebtedness | | | | Total Aggregate Indebtedness | \$ | 25,270 | | Percentage of Aggregate Indebtedness to Net Capital | | 97.32% | #### Computation of Reconciliation of Net Capital There were no material differences reported as Net Capital in the audited computation of Net Capital as of December 31, 2023 and the broker- dealer's corresponding unaudited Part IIA of the FOCUS report and required under Rule 15c3-1 and filed on January 20, 2025. {17}------------------------------------------------ ## Schedule II - Computation for Determination of Reserve Requirements for Brokers and Dealers Pursuant to SEA Rule 17a-5 of the Securities and Exchange Act of 1934 ### For the year ended December 31, 2024 The Company does not have possession or control of a customer's funds or securities. There were no material inadequacies in the procedures followed in adhering to the Company's operating exemption and/or no exemption, as applicable, pursuant to (k)(2)(ii) and footnote 74 of SEC Release 34-70073. ### NORTLOV SECURITIES LLC ## Schedule III - Information Relating to the Possession or Control Requirements Under Rule 15c3-3 of the Securities and Exchange Commission ## For the year ended December 31, 2024 The Company does not have possession or control of a customer's funds or securities. There were no material inadequacies in the procedures followed in adhering to the Company's operating exemption and/or no exemption, as applicable, pursuant to (k)(2)(ii) and footnote 74 of SEC Release 34-70073. 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 customers of or for customers, and 3) did not carry PAB accounts (as defined in Rule 15c3-3) throughout the year ending December 31, 2024, without exception. {18}------------------------------------------------ ## Supplementary Customer Protection Exemption Report Pursuant to SEA Rule 17a-5(d)(1)(i)(B)(2) Of the Securities and Exchange Act of 1934 For the year ended December 31, 2024 {19}------------------------------------------------ ![](_page_19_Picture_0.jpeg) 100 E. Sybelia Ave. Suite 130 Maitland, FL 32751 *Certified Public Accountants* Email: pam@ohabco.com Telephone 407-740-7311 Fax 407-740-6441 #### REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Members of Nortlov Securities LLC We have reviewed management's statements, included in the accompanying Exemption Report, in which (1) Nortlov Securities LLC identified the following provision(s) of 17 C.F.R. §15c3-3(k) under which Nortlov Securities LLC claimed the following exemption(s) from 17 C.F.. §240.15c3-3: (k(2)(ii) (exemption provision(s)] and (2) Nortlov Securities LLC stated that Nortlov Securities LLC met the identified exemption provisions throughout the most recent fiscal year without exception. 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. \$ 240.17a-5 are limited to effecting securities transactions via subscriptions on a subscription way basis where the funds are paya ble to the issuer or its a gent and not to the Comp any and participating is distributio ns of securities (other than firm com mitment unde rwritings) in accordance with the re quirements of paragraphs (a) or (b)(2) of Rule 15c2-4. In addition, the Com pany did not directly or indirectly receive, hold, or othe rwise owe funds or securities for or to customers, other than money or other c onside ration received and promptly transmi tted in compliance with para graph (a) or (b)(2) of Rule 15c2-4 and/or funds received and promptly transmi tted for effecting transactions via subscri ptions on a subscription way basis where the funds are payable to the issuer or its a gent and not to the Com pany; did not ca rry accounts of or for customers; and did not carry PAB accounts (as defined in Rule 15c3-3) throughout the most recent fiscal year without exception. Nortlov Securities LLC's management is responsi ble for compliance with the provisions contem plated by Footnote 74 of SEC Release No. 34-70073 adopting amendments to 17 C.F.. \$ 240.17a-5 and related SEC Staff Frequently Asked Questions and its statements. Our review was conducted in accord ance with the standards of the Pu blic Co mpany Accounting Oversight Board (United States) and, accordingly, included inquiries and other required p rocedures to obtain evidence about Nortlov Securities LLC's compliance with the exemption provisions. A re view is subst antially less in scope than an examination, the objective of which is the expression of an opinion on management's statements. Accordin gly, we do not express such an opinion. Based on our review, we are not aware of any m ateri al modific ations that should be made to management's statements referred to above for them to be fairly st ated, in all m aterial respects, based on the provisions set forth in paragra ph(s) (k(2 )(ii) of Rule 15c3-3 under the Securities Exchange Act of 1934 and the Compan y's other business activities contem plated by Footnote 74 of the SEC Rele ase No. 34-70073 adopting amendments to 17 C.F.R. \$ 240.17a-5, and related SEC Staff Fre quently Ask ed Question s. Ohab and Company, PA M aitland, Florida February 20, 2025 {20}------------------------------------------------ ![](_page_20_Picture_0.jpeg) ## Exemption Report Pursuant to SEA Rule 17a-5(d)(1)(i)(B)(2) of the Securities and Exchange Act of 1934 For the year ended December 31, 2024 Re: 17 C.F.R. 5 240.15c3-3(k) Nortlov Securities, LLC (the "Company") is a registered broker-dealer subject to Rule 17a-5 promulgated by the Securities and Exchange Commission (17 C.F .R. 5240.17a-5, "Reports to be made by certain brokers and dealers"). This Exemption Report was prepared as required by 17 C.F.R. 5 240.17a-5(d)(1) 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. 5 240.15c3-3 under the following provisions of 17 C.F.R. 5 240.15c3-3 **(k):** ()(2)(0) - 2. The Company met the Identified exemption provisions In 17 C.F.R. § 240.15c3-3(k) throughout the most recent fiscal year without exception. - *3.* The Company Is also filing this Exemption Report relying on Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. 5 240.17a-5 because the Company limits Its business activities exclusively to: *(1) effecting securities transactions via subscriptions on a subscription way basis where the funds are payable to the Issuer or its agent and not to the Company; and* *(2) participating in distributions of securities (other than firm commitment underwrltlngs) in accordance with the requirements of paragraphs (a) or (b}(2} of Rule 15c2-4.* 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. Nortlov Securities, LLC I, Joqulnn T. Sadler, do hereby affirm that to my best knowledge and belief this Exemption Report Is true and correct. Joqulnn T. Sadler CEO [CCO **Date: 02/20/2025** Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.