# REDSWAN MARKETS, LLC X-17A-5 (2026-03-31) — Broker-dealer annual report - Company: REDSWAN MARKETS, LLC - Form: X-17A-5 - Filed: 2026-03-31 - Period: 2025-12-31 - Accession: 0001955173-26-000004 - CIK: 1955173 - File #: 8-71020 - Type: Broker-dealer - Material weakness: No - Auditor: Rubio CPA, PC - Auditor location: Atlanta, GA - Contact: Jon Nixon - Phone: 917-703-1704 - Email: jnixon@goldcrestcpa.com - Website: goldcrestcpa.com - Signed by: Martha Theus (President) Original filing: https://www.sec.gov/Archives/edgar/data/1955173/000195517326000004/RedSwan871020.pdf --- {0}------------------------------------------------ | 8-71020 | | |---------|--| 01/01/25 12/31/25 Redswan Markets, LLC ■ 4201 Main Street, Suite 300 Houston TX 77002 Jon Nixon 516-490-8400 jnixon@goldcrestcpa.com RUBIO CPA, PC 3500 Lenox Road NE, Suite 1500 Atlanta GA 30326 05/05/09 3514 {1}------------------------------------------------ ## OATH OR AFFIRMATION | I Martha Theus | swear (or affirm) that, to the best of my knowledge and belief, the | | |-------------------------------------------------------------------|---------------------------------------------------------------------|-------| | financial report pertaining to the firm of Redswan Markets, LLC . | | as of | December 31 , 2 025 partner, officer, director, or equivalent person, as the case may proprietary interest in any account classified solely as that of a customer. Signature: Martha Theus Title: President # 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. - [1) 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. - | | | Oath or affirmation in accordance with 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 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 240.17a-12, as applicable. - | (y) Report describing any material inadequacies 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 240.180-7(d)(2), as applicable. {2}------------------------------------------------ ## REDSWAN MARKETS, LLC #### FINANCIAL STATEMENTS #### FOR THE YEAR ENDED DECEMBER 31, 2025 WITH REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM {3}------------------------------------------------ 3500 Lenox Road NE Suite 1500 Atlanta. GA 30326 770-690-8995 # REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Member of RedSwan Markets, LLC # Opinion on the Financial Statements We have audited the accompanying statement of financial condition of RedSwan Markets, LLC (the "Company") as of December 31, 2025, the related statements of operations, changes in member's equity, and cash flows for the year ended December 31, 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 December 31, 2025. and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. # Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and 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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement to the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. # Supplemental Information The information contained in Schedules I, II and III has been subjected to audit procedures performed in conjunction with the audit of the Company's financial statements. The supplemental information is the Company's management. Our audit procedures included determining whether the information in Schedules I, II and III reconciles to the financial statements or the underlying and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the accompanying schedules. In forming our opinion on the accompanying schedules, we evaluated whether the supplemental information, including its form and content, is presented {4}------------------------------------------------ in conformity with 17 C.F.R. §240.17a-5. In our opinion, the aforementioned supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole. We have served as the Company's auditor since 2024. March 31, 2026 Atlanta, Georgia ubio CP {5}------------------------------------------------ # **REDSWAN MARKETS, LLC STATEMENT OF FINANCIAL CONDITION AS OF DECEMBER 31, 2025** ## ASSETS | Cash | \$
23,148 | |----------------------------|--------------| | Prepaid Expenses and Other | 1,631 | | TOT AL ASSETS | \$
24,779 | | | | ## LIABILITIES AND MEMBER'S EQUITY | Liabilities
Accounts Payable and Accrued Expenses
Total Liabilities | \$
5,256
5,256 | |---------------------------------------------------------------------------|------------------------| | Member's Equity
TOTAL LIABILITIES AND MEMBER'S EQUITY | \$
19,523
24,779 | See Accompanying Notes to Financial Statements. {6}------------------------------------------------ ## **REDSWAN MARKETS, LLC STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2025** Revenues | Investment Banking | \$ | |-------------------------------------------------------------|--------------------------------| | Total Revenues | | | Expenses | | | Professional Fees
Other
Technology and Communications | \$
72,075
8,263
4,611 | | Total Expenses | 84,949 | | Net Loss | \$
{84,949) | {7}------------------------------------------------ # **REDSWAN MARKETS, LLC STATEMENT OF CHANGES IN MEMBER'S EQUITY FOR THE YEAR ENDED DECEMBER 31, 2025** | Balance -
January 1, 2025 | 47,472 | |--------------------------------|----------| | Contributions | 57,000 | | Net Loss | (84,949) | | Balance -
December 31, 2025 | 19,523 | {8}------------------------------------------------ ## **REDSWAN MARKETS, LLC STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2025** | Cash Flows From Operating Activities
Net Loss | \$
(84,949) | |-------------------------------------------------------|----------------| | Adjustments to Reconcile Net Loss to Net Cash Used by | | | Operating Activities: | | | Decrease in Prepaid Expenses and Other | 411 | | Increase in Accounts Payable and Accrued Expenses | 256 | | Net Cash Used by Operating Activites | (84,282) | | Cash Flows From Financing Activities | | | Contributions | 57,000 | | Net Cash Provided by Financing Activities | 57,000 | | Net Decrease in Cash | (27,282) | | Cash - Beginning of Year | 50,430 | | Cash - End of Year | \$
23,148 | {9}------------------------------------------------ ## **REDSWAN MARKETS, LLC NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025** #### NOTE A- DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Description of Business: RedSwan Markets, LLC (the "Company") is a broker-dealer organized under the laws of the state of Delaware in April 2022. The Company is registered with the Securities and Exchange Commission ("SEC") and is a member of the Financial Industry Regulatory Authority ("FINRA") and the Securities Investor Protection Corporation ("SIPC"). The Company's primary business is private placement of securities. The Company is a wholly owned subsidiary of RedSwan PC Inc. (the "Member"). As a limited liability company, the Member's liability is limited to its investment. #### Accounting Policies: The Company follows Generally Accepted Accounting Principles ("GAAP"), as established by the Financial Accounting Standards Board (the "FASB"), to ensure consistent reporting of financial condition, results of operations, and cash flows. Income Taxes: The Company is a single-member limited liability company and is considered a disregarded entity for federal income tax reporting purposes. Accordingly, the Company does not file a separate income tax return. The income or losses of the Company flow through to and are taxable to the Member. Therefore, no income taxes are reflected in the accompanying financial statements. Under the provisions of FASB Accounting Standards Codification 740-10 ("ASC 740-10"), Accounting for Uncertainty in Income Taxes, the Company is required to evaluate each of its tax positions to determine if they are more likely than not to be sustained if the taxing authority examines the respective position. A tax position includes an entity's status, including its status as a disregarded entity, and the decision not to file a return. The Company has evaluated each of its tax positions and has determined that it has no uncertain tax positions for which a provision or liability for income taxes is necessary. Estimates: Management uses estimates and assumptions in preparing financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses. Actual results could vary from the estimates that were assumed in preparing the financial statements. Revenue from Contracts with Customers: The Company has yet to generate revenue from customers. The recognition and measurement of revenue is based on the assessment of individual contract terms. Significant judgment is required to determine whether performance obligations are satisfied at a point in time or over time; how to allocate transaction prices where multiple performance obligations are identified; when to recognize revenue based on appropriate measure of the Company's progress under the contract; whether revenue should be presented gross or net of certain costs; and whether constraints on variable consideration should be applied due to uncertain future events. Cash: The Company maintains its bank account at a high credit quality financial institution. The balance at times may exceed federally insured limits. Date of Management's Review: Subsequent events were evaluated through the date the financial statements were issued. {10}------------------------------------------------ ## **REDSWAN MARKETS, LLC NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025** #### NOTE B - NET CAPITAL The Company, as a registered broker-dealer, is subject to the Securities and Exchange Commission Uniform Net Capital Rule (Rule 15c3-1), which requires the maintenance of minimum net capital, equal to the greater of \$5,000 or 6 2/3% of aggregate indebtedness as well as a ratio of aggregate indebtedness to net capital, both as defined, that shall not exceed 15 to 1. At December 31, 2025, the Company had net capital of \$17,892 which was \$12,892 in excess of its required minimum net capital of \$5,000 and its ratio of aggregate indebtedness to net capital was 0.29 to 1.00. # NOTE C- RELATED PARTY TRANSACTION The Company has an expense sharing agreement with its Member. Under the terms of this agreement, the Company is required to pay the Member for allocated expenses such as occupancy, personnel and other operating costs provided to the Company. No amounts were expensed by the Company pursuant to this agreement during the year ended December 31, 2025, as the Company did not use the services that are encompassed by the expense sharing agreement during the year. During 2025, the Company operated from office space provided by its President at no cost to the Company. Financial position and results of operations could differ from the amounts in the accompanying financial statements if these related party transactions did not exist. #### NOTED - CONTINGENCIES The Company is subject to litigation in the normal course of business. The Company has no litigation in progress at December 31, 2025. #### NOTE E - SEGMENT REPORTING The Company's chief operating decision maker is its president. The Company has one reportable segment: investment banking. The accounting policies of the investment banking segment are the same as those described in the summary of significant accounting policies. The chief operating decision maker assesses performance for the investment banking segment and decides how to allocate resources based on the Company's net loss as is reported within the accompanying statement of operations. Additionally, the chief operating decision maker uses excess net capital (see Note B), 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 distributions. The Company's operations constitute a single operating segment and therefore, a single reportable segment, because the chief operating decision maker manages the business activities using information of the Company as a whole. #### NOTE F - NET LOSS The Company incurred a loss for the year ended December 31, 2025 and was dependent on capital contributions from its Member for working capital and net capital. The Company's Member has represented that it has the means and intention to make capital contributions, as needed, to ensure the Company's survival through at least one year subsequent to the date of the report of the independent registered public accounting firm. 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 that the Company ceases to continue as a going concern. {11}------------------------------------------------ #### SUPPLEMENTAL INFORMATION {12}------------------------------------------------ # **REDSWAN MARKETS, LLC SCHEDULE** I **COMPUTATION OF NET CAPITAL PURSUANT TO RULE 15c3-1 OF THE SECURITIES AND EXCHANGE COMMISSION AS OF DECEMBER 31, 2025** | Total Member's Equity | \$
19,523 | |------------------------------------------------------------------------------------------|----------------| | Non-Allowable Assets:
Prepaid Expenses and Other
Total Non-Allowable Assets | 1,631
1,631 | | Net Capital | \$
17,892 | | Aggregate Indebtedness | \$
5,256 | | Percentage of Aggregate Indebtedness to Net Capital | 29.38% | | Minimum Net Capital Required
(Greater of \$5,000 or 6 2/3% of Aggregate Indebtedness) | \$
5,000 | | Excess Net Capital | \$
12,892 | | | | Reconciliation with the Company's Computation included in Part IIA of Form X-17 A-5 as of December 31, 2025: There is no significant difference between the above computation of net capital and the corresponding • computation as reported in the Company's Form X-17A-5 Part IIA. {13}------------------------------------------------ #### **REDSWAN MARKETS, LLC** ## **SCHEDULE** II COMPUTATION FOR DETERMINATION OF RESERVE REQUIREMENTS UNDER RULE 15c3-3 OF THE SECURITIES AND EXCHANGE COMMISSION AS OF DECEMBER 31, 2025 With respect to the Computation for Determination of Reserve Requirements under Rule 15c3-3, the Company does not claim an exemption from Rule 15c3-3 in reliance upon Footnote 7 4 of SEC Release No. 34-70073 dated July 30, 2013, and as discussed in Question 8 of the related FAQ released by SEC staff on April 4, 2014. The Company does not hold customer funds or securities. #### **SCHEDULE Ill** INFORMATION RELATING TO THE POSSESSION OR CONTROL REQUIREMENTS UNDER RULE 15c3-3 OF THE SECURITIES AND EXCHANGE COMMISSION AS OF DECEMBER 31, 2025 With respect to the Information Relating to Possession or Control Requirements under Rule 15c3-3, the Company does not claim an exemption from Rule 15c3-3 in reliance upon Footnote 7 4 of SEC Release No. 34-70073 dated July 30, 2013, and as discussed in Question 8 of the related FAQ released by SEC staff on April 4, 2014. The Company does not hold customer funds or securities. {14}------------------------------------------------ RUBIO CPA, PC CERTIFIED PUBLIC ACCOUNTANTS 3500 Lenox Road NE Suite 1500 Atlanta, GA 30326 770-690-8995 # REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Member of RedSwan Markets, LLC We have reviewed management's statements included in the accompanying Broker Dealers Annual Exemption Report in which (1) RedSwan Markets, LLC did not claim an exemption from Rule 15c3-3 in reliance upon Footnote 74 of the 2013 Release, (2) RedSwan Markets, LLC stated that it conducted business activities involving private placement of securities throughout the year ended December 31, 2025, without exception, and (3) RedSwan Markets, LLC stated that RedSwan Markets, LLC met the identified conditions for such reliance throughout the most recent fiscal year without exception. RedSwan Markets. LLC's management is responsible for compliance with the exemption provisions and its statements. Our review was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included inquiries and other required procedures to obtain evidence about RedSwan Markets, LLC's compliance with the exemption provisions. A review is substantially less in scope than an examination, the objective of which is the expression of an opinion on management's statements. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to management's statements referred to above for them to be fairly stated, in all material respects, based on the provisions set forth in Footnote 74 of the 2013 Release. March 31, 2026 Atlanta. GA ![](_page_14_Picture_8.jpeg) {15}------------------------------------------------ ![](_page_15_Picture_0.jpeg) # **EXEMPTION REPORT** We, as members of management of RedSwan Markets, LLC (the "Company"), are responsible for complying with Rule 17a-5, "Reports to be made by certain brokers and dealers". We have performed an evaluation of the Company's compliance with the requirements of Rule 17a-5 and the exemption provisions in Rule 15c3-3(k) (the "exemption provisions") and of the 2013 Release adopting amendments to Rule 17a-5, including Footnote 74 of the 2013 Release. We have determined that the Company does not meet any of the exemption conditions of paragraph (k) of Rule 15c3-3 (i.e., paragraph (k)(1), (k)(2)(i) or (k)(2)(ii)) but also (1) does 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 Exchange Act Rule 15c2-4 ("Rule 15c2-4"); (2) does not carry accounts of or for customers; and (3) does not carry PAB accounts (as defined in Rule 15c3- 3) and therefore is covered by Footnote 74 to SEC Release 34-70073. Accordingly, based on our evaluation we make the following statements to the best knowledge and belief of the Company: - 1. We reviewed the provisions of Rule §15c3-3 and related guidance stated in the SEC Staff's FAQ and confirmed that the Company relied on Footnote 74 of the 2013 Release. - 2. The Company conducted business activities involving private placement of securities throughout the year ended December 31, 2025, without exception. - 3. The Company met the identified conditions for such reliance throughout the period January 1, 2025 to December 31, 2025, without exception. Martha Theus, President/CCO 03/25/2026 \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.