# ZL ZENITHAR (USA) LLC X-17A-5 (2024-05-15) — Broker-dealer annual report - Company: ZL ZENITHAR (USA) LLC - Form: X-17A-5 - Filed: 2024-05-15 - Period: 2024-03-31 - Accession: 0002013816-24-000020 - CIK: 1935179 - File #: 8-70949 - Type: Broker-dealer - Material weakness: No - Auditor: Sanville & Company LLC - Auditor location: Dallas, TX - Contact: Vrinda Arora - Phone: 212-668-8700 - Email: varora@acisecure.com - Website: acisecure.com - Signed by: Garth Adamini (CEO) Original filing: https://www.sec.gov/Archives/edgar/data/1935179/000201381624000020/zlzenitharannual.pdf --- {0}------------------------------------------------ # UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0123 Expires: Nov. 30, 2026 Estimated average burden hours per response: 12 # ANNUAL REPORTS FORM X-17A-5 PART III sec file number 8-70949 FACING PAGE Information Required Pursuant to Rules 17a-5, 17a-12, and 18a-7 under the Securities Exchange Act of 1934 AND ENDING 03/31/2024 filing for the period beginning 03/02/2023 MM/DD/YY MM/DD/YY A. REGISTRANT IDENTIFICATION # NAME OF FIRM: ZL ZENITHAR (USA) LLC TYPE OF REGISTRANT (check all applicable boxes): 匡 Broker-dealer □ Check here if respondent is also an OTC derivatives dealer ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) # 22 Oak Knoll Rd | | (No. and Street) | | | | | |-----------------------------------------------------------------------------------------------------|------------------------------------------------------------|-----------------|--------------------------------------------|--|--| | Ridgefield | CT | | 06877 | | | | (City) | (State) | | (Zip Code) | | | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | | | Vrinda Arora | (212)-668-8700 | | varora@acisecure.com | | | | (Name) | (Area Code - Telephone Number) | (Email Address) | | | | | | B. ACCOUNTANT IDENTIFICATION | | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing*
SANVILLE & COMPANY LLC | | | | | | | 325 N. St. Paul Street, Suite 3100 Dallas | (Name - if individual, state last, first, and middle name) | TX | 75201 | | | | (Address)
09/18/2003 | (City) | (State)
169 | (Zip Code) | | | | (Date of Registration with PCAOB)(if applicable) | | | (PCAOB Registration Number, if applicable) | | | | | FOR OFFICIAL USE ONLY | | | | | \* Claims for exemption from the requirement that the annual reports of an independent public 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 1. Gam Asanni , swear (or affirm) that, to the best of my knowledge and belief, the financial report pertaining to the firm of LEENITHAR (USA) LLC as of a March 31, March 31, 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 custoiner. Title: CEO CAITLIN PATTERSON NOTARY PUBLIC Signature: Notary Public # My Commission Expires Feb. 28, 2026 - 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. - [] (i) 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 § 240.25c3 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. - | | | Reconciliations, including apropriate 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 appicable. - [ (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: - a To request confidentiol treatment of certain portions of this filing, see 17 CFR 240.170 S(e)(2), os onnlicable {2}------------------------------------------------ Report on Audit of Financial Statements and Supplementary Information As of and for the Period from March 2, 2023 to March 31, 2024 {3}------------------------------------------------ ### Table of Contents As of and for the Period from March 2, 2023 to March 31, 2024 | Report of Independent Registered Public Accounting Firm | 1 - 2 | |------------------------------------------------------------------------------------------------------------------------------------|-------| | Financial Statements:
Statement of Financial Condition | 3 | | Statement of Operations | 4 | | Statement of Changes in Member's Equity | 5 | | Statement of Cash Flows | 6 | | Notes to Financial Statements | 7 - 9 | | Supplementary Information | | | Schedule I - Computation of Net Capital Under Rule 15c3-1
of the Securities and Exchange Commission | 10 | | Schedule III - Computation for Determination of Reserve Requirements Under Rule 15c3-3 (Exemption) | | | and Information Relating to the Possession or Control Requirements Under Rule 15c3-3 of the Securities and
Exchange act of 1934 | 11 | | Report of Independent Registered Public Accounting Firm Regarding Rule 15c3-3 Exemption Report | 12 | | Exemption Report Under Rule 15c3-3 of the Securities and Exchange Commission. | 13 | {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) # Report of Independent Registered Public Accounting Firm To the Member and Those Charged With Governance of ZL Zenithar (USA) LLC # Opinion on the Financial Statements We have audited the accompanying statement of financial condition of ZL Zenithar (USA) LLC (the Company) as of March 31, 2024, the related statements of operations, changes in member's equity, and cash flows for the period from the inception of broker-dealer activities (March 31, 2024, and the related notes to the financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2024, and the results of its cash flows for the period from the inception of broker-dealer activities (March 31, 2024, 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 U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. 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 misstatements, 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 supplementary information on The Schedule I, Computation of Net Capital Under SEC Rule 1503-1, Schedule II, Computation for Determination of Reserve Requirements Under Rule SEC 15c3-3 and Schedule III, Information Relating to the Possession or Control Requirements Under SEC Rule 15c3-3 have been subjected to audit procedures performed in conjunction with the audit of the Company's financial statemental information is the responsibility of the Company's management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying and other records, as > 325 North Saint Paul Street Suite 3100 Dallas, Texas 75201 214.738.1998 {5}------------------------------------------------ applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with 17 C.F.R. §240.17a-5. In our opinion, the supplementary information contained in the Schedule I, Computation of Net Capital Under SEC Rule 1553-1, Schedule II, Computation for Determination of Reserve Requirements Under SEC Rule 15c3-3 and Schedule III, Information Relating to the Possession or Control Requirements Under SEC Rule 15c3-3 are fairly stated, in all material respects, in relation to the financial statements as a whole. Sanville & Company, LLC This is the initial year we have served as the Company's auditor. Dallas, Texas May 14, 2024 {6}------------------------------------------------ ### Statement of Financial Condition March 31, 2024 ## ASSETS | Cash
Other assets | ക്ക | 42,782
821 | |-------------------------------------------------------|-----|---------------| | TOTAL ASSETS | ea | 43,603 | | LIABILITIES AND MEMBER'S EQUITY | | | | LIABILITIES:
Accounts payable and accrued expenses | ക്ക | 7,651 | | TOTAL LIABILITIES | | 7,651 | | MEMBER'S EQUITY | | 35,952 | | TOTAL LIABILITIES AND MEMBER'S EQUITY | S | 43,603 | {7}------------------------------------------------ ### Statement of Operations As of and for the Period from March 2, 2023 to March 31, 2024 | REVENUE: | | |---------------------------------|-----------------| | Total Revenue | | | OPERATING EXPENSES: | | | Professional Fees | 56,730 | | Travel, meals and entertainment | 4,883 | | Dues and subscriptions | 4,816 | | Regulatory Fees | 1.880 | | Charitable Contributions | 1,000 | | Office Expenses | 400 | | Advertising and Promotion | 125 | | | 69.834 | | | | | NET LOSS | ക്ക
(69,834) | {8}------------------------------------------------ ### Statement of Changes in Member's Equity As of and for the Period from March 2, 2023 to March 31, 2024 | MEMBER'S EQUITY, March 2, 2023 | ಕೆ | 75,786 | |-----------------------------------|----|--------------------| | Net loss
Capital Contributions | | (69,834)
30.000 | | MEMBER'S EQUITY, March 31, 2024 | | 35,952 | {9}------------------------------------------------ # Statement of Cash Flows As of and for the Period from March 2, 2023 to March 31, 2024 | CASH FLOWS FROM OPERATING ACTIVITIES: | | |-------------------------------------------------------------|-----------------| | Adjustments for Non-cash Revenue | (69,834) | | Adjustments to reconcile net income to net cash provided by | | | operating activities: | | | Changes in operating assets and liabilities: | | | Decrease in other assets | 119 | | Increase in accounts payable and accrued liabilities | 7,651 | | Net cash used in operating activities | (62,064) | | FINANCING ACTIVITIES | | | Capital contributions | 30,000 | | Net cash provided by financing activities | 30,000 | | NET DECREASE IN CASH AND CASH EQUIVALENTS | (32,064) | | CASH AT March 2, 2023 | 74.846 | | CASH AT March 31, 2024 | સ્ત્ર
42,782 | {10}------------------------------------------------ Notes to Financial Statements As of and for the Period from March 2, 2023 to March 31, 2024 #### NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS ZL Zenithar USA (LC) (the "Company") is a Limited Liability Company that was formed in Delaware on June 4 , 2021. The Company is a registered broker-dealer with the Securities and Exchange Commission ("SEC"), the Financial Industry ("FINRA") and the Securities Investor Protection ("SIPC") as of March 2, 2023. The firm operates in Connecticut and is limited to raising capital for private placements in various asset management entities. #### NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES #### Basis of Presentation The accompanying financial statements have been prepared on the acrual basis of accordance with accounting principles generally accepted in the United States of America ("GAAP"). #### Accounts Receivable The Company follows Accounting Standards Codification ("ASC") Topic 326, Financial Instruments - Credit Losses ("ASC 326"). ASC 326 impacts the impairment model for certain financial cost by requiring a current expected redit loss ("CECL") methodology to estimate expected credit losses over the entire life of the financial at inception or purchase. Under the accounting update, the Company has the are no expected credit losses in certain circumstances. The allowance for credit losses is based on the Company's expectation of financial instruments carried at amortized cost, including fees receivable utilizing the CECL framework. The Company considers factors such as historical experience, credit quality, age of balances and current and future economic conditions that may affect the Company's expectation of the allowance for credit losses. The Company's expectation is that the credit risk associated with fees receivables is not significant until they are not 90 days past due on the contractual arrangement and expectation of collection in accordance with industry standards. As of March 31, 2024, there are no fees receivable that are in excess of 90 days past due. Management does not believe that an allowance is required as of March 31, 2024. #### Revenue and Expense Recognition The Company recognizes revenue in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 606, Revenue from Contracts with Customers ("ASC Topic 606"). ASC Topic 606 requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services an entity to follow a five step model to (a) identify the contract(s) with a customer, (b) identify the performance obligations in the transaction price, (d) allocate the transaction price obligations in the contract, and (e) recognize revenue when (or as) the entity satisfies a performance obligation the transaction price, an entity may include variable consideration only to the extent that it is probable that a significant revenue recognized would not occur when the uncertainty associated with the variable consideration is resolved. #### Private placement fees The Company engages in private placement services for various asset management entities. Revenues can be earned in multiple ways pursuant to the underlying contracts. One manner in which fees can be earned is from the ongoing portion of management fees earned quarterly based upon assets under management at the fund. The Company can earn fees is upon the successful placement of funds. In addition, the Company may earn payments for ongoing advisory and consulting services in accrdance with the terms of their contract under normal trade terms. The Company may also earn success fees that are recognized and payable on the closing date (the date on which the buyer purchases the securities from the Company is contracted to earn in accordance with its agreements. #### Contract Balances Contract assets arise when the revenue associated with the contract is recognized prior to the conversion in receive payment under a contract with a customer (i.e., unbilled receivable) and are derecognized when either it he cash is received. Contract assets are reported in the statement of financial condition. As of March 31, 2024, there were no contract assets. Contract liablities arise when customers remit contractual cash payments in advance of the Company satisfying its performance obligations under the contract and are derecognized when the revenue associated with the contract is recognized when the performance obligation is satisfied. As of March 31, 2024, there were no contract liabilities. {11}------------------------------------------------ ### Notes to Financial Statements As of and for the Period from March 2, 2023 to March 31, 2024 #### NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) #### Income Taxes The Company is a single member limited liability company that is deemed to be a disregarded entity for income tax purposes. The taxable income or loss of the Company is allocated to its member is subject to the New York City Unincorporated Business Tax ("UBT"). As the liability associated with the result of the operations of the Company, the UBT, which is calculated using currently enacted tax laws and rates, is reflected on the Company, in accordance with the FASB ASC 740, Income Taxes. This Topic requires the consolidated current and deferred tax expense (benefit) for a group that files a consolidated tax return to be allocated among the members issue separate financial statements. For the year ended March 31, 2024, the Company had no allocated portion of UBT. The Company accounts for uncertainties in income taxes under the provisions of FASB ASC 740-10-05, "Accounting for Uncertainty in Income Taxes." The ASC clarifies the accounting in income taxes recognized in an enterprise's financial statements. The ASC prescribes a recognition threasurement approach for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The ASC provides guidance on de-recognition, charest and peralties, accounting in interim periods, disclosure and transition. At March 31, 2024, the Company had to material unrecognized tax and no uncertain tax positions. The Company's conclusions regarding uncertain tax positions may be subject to review and adjustment at a later date based upon ongoing analyses of tax laws, regulations thereof as well as other factors. Generally, federal and state authorities may examine the Company's income tax returns for three years from the date of filing. #### Use of Estimates The preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of income and expenses during the reporting period. Accordingly, actual results could differ from those estimates and such differences could be material. #### Recent Accounting Pronouncements The Company has deternined that no recently issued accounting pronouncements will have a material impact on its financial position, results of operations and cash flows, or do not apply to its operations. #### NOTE 3 - 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 Company is solely dependent upon daily bank balances and the strength of the financial institution. The Company has not incurred any losses on this account. #### Revenue During the year ended March 31, 2024, the company has not reported any revenue. #### NOTE 4 - 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 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 mater these arrangements and has not recorded any contingent liability in the financial statements for these indemnifications. The Company provides representations and warranties 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 naximum potential amount of future payments that the Company could be required to make undernnifications cannot be estimated. However, the Company believes that it is unlikely it will have to make material payments and has not recorded any contingent liability in the financial statements for these indemnifications. {12}------------------------------------------------ ### Notes to Financial Statements As of and for the Period from March 2, 2023 to March 31, 2024 #### NOTE 5 - NET CAPITAL REQUIREMENTS The Company is subject to the Securities and Exchange Commission Uniform Net Capital Rule (SEC Rule 1563-1), which requires the maintenance of minimum net capital, and requires that the ratio of aggregate indebtedness to net capital, shall not exceed 15 to 1. SEC Rule 15c3-1 also provides that capital may not be withdrawn or cash dividends paid if the resulting net capital ratio would exceed 10 to 1. Net capital and aggregate indebtedness change day to day, but on March 31, 2024, the Company had net capital of \$35,132 which was \$30,132 in excess of its required of \$5,000; and the Company's percentage of aggregate indebtedness to net capital was approximately 21.78%. ### NOTE 6 – EXEMPTION FROM RULE 15c3-3 The Company is exempt from the provisions of Rule 15c3-3 under the Securities and Exchange Act of 1934. The Company does not hold customers' cash or securities and, therefore, has no obligations under \$EC Rule 15:3-3 under the Securities Exchange Act of 1934. #### NOTE 7 - SUBSEQUENT EVENTS Management has evaluated the Company's events and transactions that occurred subsequent to March 31, 2024 the date which the financial statements were available to be issued. There were no other events or transactions that occurred during this period that materially impacted the amounts or disclosures in the Company's financial statements. {13}------------------------------------------------ ### Supplemental Information Schedule I - Computation of Net Capital Under Rule 15C3-1 of the Securities and Exchange Commission As of March 31, 2024 | COMPUTATION OF NET CAPITAL | | | |---------------------------------------------------------------------|-------|--------| | MEMBER'S EQUITY | ક્ષ્મ | 35,952 | | LESS: NON-ALLOWABLE ASSETS
Non-allowable assets:
Other assets | | 821 | | Total non-allowable assets | સ્ત્ર | 821 | | NET CAPITAL | ക | 35,132 | | COMPUTATION OF AGGREGATE INDEBTEDNESS | | | | Accounts payable and accrued expenses | | 7,651 | | Total aggregate indebtedness | ea | 7,651 | | COMPUTATION OF BASIC NET CAPITAL REQUIREMENT | | | | Computed minimum net capital required (The greater of) | ക | 510 | | (\$5,000 or 6.6667% of aggregate indebtedness) | | | | Minimum net capital required (under SEC Rule 15c3-1) | સ્ત્ર | 5,000 | | | | | | Excess of net capital | S | 30.132 | | Percentage of aggregate indebtedness to net capital | | 21.78% | There were no material differences existing between the above computation included in the Company's corresponding unaudited Form X-17A-5 Part IIA filing. {14}------------------------------------------------ Schedule II & III- Computation for Determination of Reserve Requirements Under Rule 15c3-3 (Exemption) and Information Relating to the Possession or Control Requirements Under Rule 15c3-3 of the Securities Exchange Act of 1934 As of March 31, 2024 ### SCHEDULE II - COMPUTATION FOR DETERMINATION OF RESERVE REQUIREMENTS UNDER RULE 15C3-3 (EXEMPTION) The Company does not claim an exemption under paragraph (k) of 17 C.F.R. § 240.15c3-3, and is filing an Exemption Report relying on Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5 because the Company limits its business activities exclusively to: (1) private placement of securities, and the Company (1) did not directly receive, hold or otherwise owe funds or securities for or to customers; (2) did not carry accounts of or for customers; and (3) did not carry PAB accounts (as defined in Rule 15c3-3) throughout the most recent fiscal year without exception. #### SCHEDULE III - INFORMATION RELATING TO THE POSSESSION OR CONTROL REQUIREMENTS UNDER RULE 15C3-3 The Company does not claim an exemption under paragraph (k) of 17 C.F.R. § 240.15c3-3, and is filing an Exemption Report relying on Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5 because the Company limits its business activities exclusively to: (1) private placement of securities, and the Company (1) did not directly receive, hold or otherwise owe funds or securities for or to customers; (2) did not carry accounts of or for customers; and (3) did not carry PAB accounts (as defined in Rule 15c3-3) throughout the most recent fiscal year without exception. {15}------------------------------------------------ ![](_page_15_Picture_0.jpeg) # Report of Independent Registered Public Accounting Firm To the Member and Those Charged With Governance of ZL Zenithar (USA) LLC We have reviewed managements, included in the accompanying Exemption Report, in which ZL Zenithar (USA) LLC (the Company) stated that: - 1. The Company does not claim an exemption under paragraph (k) of 17 C.F.R. § 240.15c3-3; - 2. The Company is filing an Exemption Report relying on Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5 because the Company limits its business activities exclusively to: (1) private placement of securities throughout the most recent period from the inception of broker-dealer activities (March 2, 2023) to March 31, 2024; and - 3. The Company (1) did not directly 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 17 C.F.R. § 240.15c2-4; (2) did not carry accounts of or for customers; and (3) did not carry proprietary accounts of broker-dealers (as defined in 17 C.F.R. § 240.15c3-3) throughout the period from the inception of broker-dealer activities (March 2, 2023) to March 31, 2024 without exception. The Company's management is responsible for its statements. Our review was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included inquires and other required to obtain evidence that the Company limited its business activities exclusively to: (1) private placement of securities and (1) did not directly receive, nold, or otherwise ove funds or securities for or to customers (other than money or other consideration received and prompliance with paragraph (a) or (b)(2) of 17 C.F.R. § 240.15c2-4; (2) did not cary accounts of or for customers; and (3) did not carry proprietary accounts of broker-dealers (as defined in 17 C.F.R. § 240.15c3-3) throughout the most recent period from the inception of broker-dealer activities (March 31, 2024, without exception. A review is substantially less in scope than an examination, the objective of which is the expression of an opinion on management's statements. Acordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to managements statements referred to above for them to be fairly stated, in all material respects, based on the provisions set forth in 17 C.F.R. § 240.17a-5. Dallas, Texas May 14, 2024 325 North Saint Paul Street Suite 3100 Dallas, Texas 75201 214.738.1998 {16}------------------------------------------------ # ZL Zenithar (USA) LLC Exemption Report ZL Zenithar (USA) LLC (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)(1) and (4). To the best of its knowledge and belief, the Company states the following: - (1) The Company is considered "Non-Covered Firm" exempt from 17 C.F.R. §240.15c3-3 and is filing an Exemption Report relying on footnote 74 to SEC Release 34-70073, and as discussed in Q&A 8 of the related FAQ issued by the SEC staff. The Company limits its business activities exclusively to: (1) private placement of securities. - (2) 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; (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 period from March 2, 2023 through March 31, 2024 without exception. I, Garth Adamini, swear (or affirm) that, to my best knowledge and belief, this exemption report is true and correct. Regards, Date of Report: May 14, 2024 Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.