# USMART CAPITAL, LLC X-17A-5 (2026-02-13) — Broker-dealer annual report - Company: USMART CAPITAL, LLC - Form: X-17A-5 - Filed: 2026-02-13 - Period: 2025-12-31 - Accession: 0002004444-26-000004 - CIK: 2004444 - File #: 8-71200 - Type: Broker-dealer - Material weakness: No - Auditor: DCPA - Auditor location: Century City, CA - Contact: Steven C Bender - Phone: 6462907248 - Email: steven.bender@usmartcapital.com - Website: usmartcapital.com - Signed by: Steven C Bender (Principal Financial Officer) Original filing: https://www.sec.gov/Archives/edgar/data/2004444/000200444426000004/USMTPUBLIC.pdf --- {0}------------------------------------------------ **uSMART Capital, LLC Report Pursuant to Rule 17a-5 (d) Financial Statement For the Period January 24 to December 31, 2025** {1}------------------------------------------------ **UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549** 0MB APPROVAL 0 MB Number: 3235-0123 Expires: Nov. 30, 2026 Estimated average burden hours per response: 12 # **ANNUAL REPORTS FORM X-17A-S PART** Ill | SEC FILE NUMBER | | |-----------------|--| | 8-71200 | | **FACING PAGE** | Information Required Pursuant to Rules 17a-5, 17a-12, and l Sa-7 under the Securities Exchange Act of 1934 | | | | | | | |-------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------|------------|-------------------------|------------------------------------------|--|--| | FILING FOR THE PERIOD BEGINNING | ----------
1/24/25 | AND ENDING | -----------
12/31/25 | | | | | | MM/DD/ YY | | | MM/DD/YY | | | | | A. REGISTRANT IDENTIFICATION | | | | | | | uSmart
Capital,
NAME OF FIRM: | ____________________________
LLC | | | _ | | | | TYPE OF REGISTRANT (check all applicable boxes):
□ Securit
□ Broker-dealer
■
D Check here if respondent is also an OTC derivatives dealer | y-based swap dealer | | | □ Major security-based sw ap participant | | | | ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) | | | | | | | | 477
Madison
Avenue, | 6th
Floor | | | | | | | | {No. and Street) | | | | | | | New
York | NY | | 10022 | | | | | {City) | {State) | | | {Zip Code) | | | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | | | | Steven
C
Bender | 646.290.7248 | | | steven.bender@usmartcapital.com | | | | {Name) | (Area Code - Telephone Number)
{Email Address) | | | | | | | | B. ACCOUNTANT IDENTIFICATION | | | | | | | INDEPENDENT PUBLIC ACCOUNTANT w hose reports are contained in this filing*
DCPA | | | | | | | | | (Name - if individual, state last, first, and middle name) | | | | | | | 2121
Avenue
of
the | Stars
Century
City | | CA | 90067 | | | | {Address) | (City) | | {State) | (Zip Code) | | | | 9/15/2020 | | 6567 | | | | | | | | | | | | | | | 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-S{e)(l)(ii), if applicable. **Persons who are to respond t o the collection of information contained in this form are not required to respond unless t he form displays a currently valid 0MB control number.** {2}------------------------------------------------ #### **OATH OR AFFIRMATION** Steven C Bender uSmart Capital, LLC I, \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \_, swear (or affirm) that, to t he best of my knowledge and belief, t he fi nancial report pertaining to the firm of ---------------------------~ as of December 31 025 \_\_\_\_\_\_\_\_\_\_\_\_\_ \_\_, 2 \_\_ , is tru e and correct. I further swear (or affirm) that neither the company nor any partner, officer, director, or equivalent person, as th e case may be, has any propriet ary interest in any account classified solely as that of a customer. Principal Financial Officer Title: #### **This filing\*\* contains (check all applicable boxes):** - ~ (a) Statement of financia l condition. - ~ (b) Notes to consolidated st atement of financial condition. - D (c) St atement 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. - D (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) Comput ation 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. - D (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. - D (o) Reconciliations, including appropriate explanations, of t he 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 t he reserve requirements under 17 CFR 240.15c3-3 or 17 CFR 240.18a-4, as appl icable, if material differences exist, or a statement that no material differences exist. - □ (p) Summary of fina ncial dat a 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. - D (s) Exemption report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - I!!!!! (t) Independent public accountant's report based on an examination of the statement of financial condition. - D (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 appl icable. - D (v) Independent public accountant's report based on an examination of certain statements in the compliance report under 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - □ (w) Independent publ ic 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. - D (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. {3}------------------------------------------------ ### **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** DCPA ""' ( To Those Charged with Governance and the Member of uSMART Capital, LLC: #### **Opinion on the Financial Statement** We have audited the accompanying statement of financial condition of uSMART Capital, LLC (the "Company") as of December 31, 2025, and the related notes (collectively referred to as the "financial statement"). In our opinion, the statement of financial condition presents fairly, in all material respects, the financial position of the Company as of December 31, 2025 in conformity with accounting principles generally accepted in the United States of America. #### **Basis for Opinion** This financial statement is the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statement based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statement, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial 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. **DCPA** DCPA We have served as the Company's auditor since 2025. Century City, California February 13, 2026 {4}------------------------------------------------ ### **uSMART CAPITAL, LLC STATEMENT OF FINANCIAL CONDITION DECEMBER 31, 2025** #### **ASSETS** | Cash
Clearing deposits
Prepaid expenses and other assets | \$
1,681,647
225,626
57,786 | |----------------------------------------------------------------|--------------------------------------| | TOTAL ASSETS | \$
1,965,059 | | LIABILITIES AND MEMBER'S EQUITY | | | Intercompany payable
Accounts payable and accrued expenses | \$
325,316
8,248 | | Total Liabilities | 333,564 | | Member's Equity | 1,631,495 | | TOTAL LIABILITIES AND MEMBER'S EQUITY | \$
1,965,059 | The accompanying notes are an integral part of these financial statements and should be read in conjunction herewith. {5}------------------------------------------------ ### **NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS:** uSmart Capital LLC dba USMART(USA) (the "Company"), a New York limited liability company located in New York, is registered as a securities broker/dealer under the Securities Exchange Act of 1934 ("SEC") and is registered with the FINRA. The Company has been approved by FINRA to commence business as of January 24, 2025 as an introducing broker with the ability to enter into firm commitment underwritings. The Company has not yet begun a securities business. The Company's sole member is USMART INLET INVESTMENT LTD ("Parent"), which has agreed to support the development stage of the Company through this years loss and beyond. ### **NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:** ### **Basis of Presentation** The financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generallyaccepted in the United States of America ("GAAP"). Revenue is recognized when earned, while expenses and losses are recognized when incurred. ### **Use of Estimates** The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues andexpenses during the reporting period. Actual results could differ from those estimates. ### **Revenue Recognition** The Company accounts for revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers. No cumulative adjustment to member's equity was required as the Company has not yet begun a securities business. {6}------------------------------------------------ # **NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):** #### **Income Taxes** The Company is a single member limited liability company that is treated as a disregarded entity for tax purposes. The taxable income or loss of the Company is allocated to the member. Accordingly, no provision for federal or state income taxes has been reflected in the accompanying financial statements. The Company is subject to New York City unincorporated business tax. As of December 31, 2025 no such liability was incurred for the year. #### **Uncertain Tax Positions** The Company has adopted the provisions of Financial Accounting Standards Board (FASB) Topic 740, *Accounting for Uncertainty in Income Taxes ("Uncertain Tax Position").* This accounting guidance prescribes recognition thresholds that must be met before a tax position is recognized in the financial statements and provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. Under Uncertain Tax Position, an entity may only recognize or continue to recognize tax positions that meet a "more likely than not" threshold. The Company has evaluated its tax position as of December 31, 2025, and does not expect any material adjustments to be made. ### **NOTE 3 – LEASE ACCOUNTING:** In connection with ASC Topic 842 ("ASC Topic 842"), which took effect as of the first day of the fiscal year after December 31, 2018, management has evaluated the financial impact the standards had on the Company's financial statements using a modified retrospective transition approach. As of December 31, 2025, the Company does not maintain any leases in excess of a one year term. As such, the Company does not have an obligation to record a right of use asset or an offsetting lease obligation. ### **NOTE 4 – NET CAPITAL REQUIREMENTS:** The Company is subject to the SEC Uniform Net Capital Rule (SEC Rule 15c3-1), which requires the maintenance of minimum net capital and requires that the ratio of aggregate indebtedness to net capital, both as defined, shall not exceed 10 to 1, for the first year of operations. At December 31, 2025, the Company had net capital of \$1,573,709 which was \$1,473,709 in excess of its required net capital of \$100,000. The Company's ratio of aggregate indebtedness to net capital was 0.21 to 1. {7}------------------------------------------------ # **NOTE 5 – CONCENTRATIONS OF CREDIT RISK:** #### **Cash** ---- The Company maintains principally all cash balances in one financial institution which, at times may exceed the amount insured by the Federal Deposit insurance Corporation. The exposure to the Company is solely dependent upon daily bank balances and the respective strength of the financial institution. The Company has not incurred any losses on this account. As of December 31, 2025, the amount in excess of insured limits of \$250,000 was \$1,431,647. ### **NOTE 6 – RELATED PARTY TRANSACTIONS:** The Company has entered into an expense sharing agreement with Parent to share technology expenses and reimburse the Parent for Broker Dealer specific expenses paid on behalf of the Company in the normal course of business. For the period ended December 31, 2025, these expenses amounted to \$315,315. At December 31, 2025 the Company had an intercompany payable to the Parent of \$325,316. It is possible that the terms of certain of the related party transactions are not the same as those that would result for transactions among wholly unrelated parties. ### **NOTE 7 – INDEMNIFICATIONS:** In the normal course of its business, the Company indemnifies and guarantees certain service providers against specified potential losses in connection with their acting as an agent of, or providing services to, the Company. The maximum potential amount of future payments that the Company could be required to make under these indemnifications cannot be estimated. However, the Company believes that it is unlikely it will have to make material payments under these arrangements and has not recorded any contingent liability in the financial statements for these indemnifications. The Company provides representations and warranties to counterparties in connection with a variety of commercial transactions and occasionally indemnifies them against potential losses caused by the breach of those representations and warranties. The Company may also provide standard indemnifications to some counterparties to protect them in the event additional taxes are owed or payments are withheld, due either to a change in or adverse application of certain tax laws. These indemnifications generally are standard contractual terms and are entered into in the normal course of business. The maximum potential amount of future payments that the Company could be required to make under these indemnifications cannot be estimated. However, the Company believes that it is unlikely it will have to make material payments under these arrangements and has not recorded any contingent liability in the financial statements for these indemnifications. {8}------------------------------------------------ ### **NOTE 8 – SUBSEQUENT EVENTS:** The Company has evaluated events subsequent to the Statement of Financial Condition date for items requiring recording or disclosure in the financial statements. The evaluation was performed through the date of the financial statements were available to be issued. Based upon this review, the Company has determined that there were no events which took place that would have a material impact on its financial statements. ### **NOTE 9 – RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS:** The Financial Accounting Standards Board (the "FASB") has established the The Financial Accounting Standards Board ("the FASB") has established the Accounting Standards Codification ("Codification" or "ASC") as the authoritative source of generally accepting account principles ("GAAP") recognized by the FASB. The principles embodies in the Codification are to be applied by nongovernmental entities in the preparation of financial statements in accordance with GAAP in the United States. New accounting pronouncements are incorporated into the ASC through the issuance of Accounting Standards Updates ("ASU's"). For the year ending December 31, 2025, various ASU's issued by the FASB were either newly issued or had effective implementation dates that would require their provisions to be reflected in the financial statement for the year then ended. The Company has either evaluated or is currently evaluating the implications, if any, of each of these pronouncements and the possible impact they may have on the Company's financial statements. In most cases, management has determined that the pronouncements have either limited or no application to the Company and in all cases, implementation would not have a material impact on the financial statements taken as a whole. # **NOTE 10 – DEPOSIT WITH CLEARING BROKER:** The Company has a clearing agreement with Velocity LLC & APEX Clearing (collectively, "Clearing Broker") to carry its account and the accounts of its clients as customers of the Clearing Broker. The Clearing Broker has custody of the Company's cash balances which serve as collateral for any amounts due to the Clearing Broker as well as collateral for securities sold short or securities purchased on margin. The total balance in the respective deposit accounts at December 31, 2025 is \$225,226. {9}------------------------------------------------ ### **NOTE 11 – 401k PLAN:** The Company has a voluntary 401(k) Deferred Compensation Plan for eligible employees. A participant may defer any percentage of gross salary up to \$23,500 per year. If age 50 or older, a participant may defer an additional \$7,500 per year. Participant deferrals are matched 100% by the by Company up to 5% of employee compensation, which vests according to years of service. The Company contributed a total of \$19,580 matching contribution towards the employees 401k plan for the period ended December 31, 2025. ### **NOTE 12 – SEGMENT REPORTING:** The Company follows Accounting Standards Update 2023-07 - Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07"), which expands reportable segment information by requiring companies to disclose, on an annual and interim basis, significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker ("CODM") and included within each reported measure of a segment's profit or loss. ASU 2023-07 also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM makes decisions about allocating resources to segments and evaluating performance. The Company conducts its business activities and reports financial results as a single reportable brokerage services segment. The CODM title and position is the President who makes decisions about allocating resources and assessing performance in a manner consistent with the way the Company operates its business and presents their financial results. The nature of business and accounting policies of the brokerage services segment are the same as described in the description of business and summary of significant accounting policies notes. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.