# SECONDRE MARKETS LLC X-17A-5 (2024-11-27) — Broker-dealer annual report - Company: SECONDRE MARKETS LLC - Form: X-17A-5 - Filed: 2024-11-27 - Period: 2024-09-30 - Accession: 0002013816-24-000071 - CIK: 1895679 - File #: 8-70835 - Type: Broker-dealer - Material weakness: No - Auditor: Sanville & Company - Auditor location: Abington, PA - Contact: Raymond Kahn - Phone: 332-207-8714 - Signed by: Raymond Kahn (CEO) Original filing: https://www.sec.gov/Archives/edgar/data/1895679/000201381624000071/usremaudit.pdf --- {0}------------------------------------------------ | | ours per response: | 12 | |--|--------------------|----| | | | | | | SEC FILE NUMBER | | | | 0 7000 0 | | | | (Name -- if individual, state last, first, and middle name) | | | |--------------------------------------------------|-------------------------------------------------------------|---------|--------------------------------------------| | 1514 OLD YORK ROAD | ABINGTON | PA | 19001 | | (Address) | (City) | (State) | (Zip Code) | | 9/18/2003 | 169 | | | | (Date of Registration with PCAOB)(if applicable) | | | (PCAOB Registration Number, if applicable) | | | FOR OFFICIAL USE ONLY | | | | | | | | {1}------------------------------------------------ - - - - - - - - - - - - - - - - - - - - - - - - - - - {2}------------------------------------------------ **Report on Audit of Financial Statements and Supplementary Information For the Year Ended September 30, 2024** This report is deemed CONFIDENTIAL in accordance with Rule 17a-5(e)(3) under the Securities Exchange Act of 1934. A statement of financial condition bound separately has been filed with the Securities and Exchange Commission simultaneously herewith as a PUBLIC document. {3}------------------------------------------------ *September 30, 2024* #### **Contents** | Financial Statements | | |-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------| | Report of Independent Registered Public Accounting Firm | 1 - 2 | | Statement of Financial Condition | 3 | | Statement of Income | 4 | | Statement of Changes in Member's Equity | 5 | | Statement of Cash Flows | 6 | | Notes to Financial Statements | 7 - 9 | | Supplementary Information | | | Schedule I - Schedule of Computation of Net Capital Under Rule 15c3-1 of
the Securities and Exchange Commission | 10 | | Schedule II - Computation for Determination of Reserve Requirements and Information Relating to
Possession or Control Requirements under Rule 15c3-3 of the Securities & Exchange Commission | 11 | | Exemption Report | | | Report of Independent Registered Public Accounting Firm | 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 USREM Securities LLC ## **Opinion on the Financial Statements** We have audited the accompanying statement of financial condition of USREM Securities LLC (the Company) as of September 30, 2024, the related statements of income, changes in member's equity, and cash flows for the year ending September 30, 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 September 30, 2024, and the results of its operations and its cash flows for the year ending September 30, 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 misstatement of 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 supplementary information contained in The Schedule I, Computation of Net Capital Under SEC Rule 15c3-1, 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 statements. The supplemental 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 accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the > 325 North Saint Paul Street Suite 3100 Dallas, Texas 75201 214.738.1998 {5}------------------------------------------------ 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 15c3- 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. We have served as the Company's auditor since 2023. Dallas, Texas November 25, 2024 {6}------------------------------------------------ ### (A LIMITED LIABILITY COMPANY) Statement of Financial Condition As of September 30, 2024 #### **ASSETS** | Prepaid expenses
TOTAL ASSETS
\$ | 2,687
153,029 | |---------------------------------------------|------------------| | | | | | | | LIABILITIES AND MEMBER'S EQUITY | | | LIABILITIES | | | Due to parent
\$ | 14,586 | | Accounts payable | 5,821 | | Accrued liabilities | 8,000 | | TOTAL LIABILITIES | 28,407 | | MEMBER'S EQUITY | 124,622 | | TOTAL LIABILITIES AND MEMBER'S EQUITY
\$ | 153,029 | {7}------------------------------------------------ #### (A LIMITED LIABILITY COMPANY) Statement of Income For the Year Ended September 30, 2024 | REVENUE: | | |------------------------------------------|-----------------| | Fee income | \$
- | | Total Revenue | - | | | | | OPERATING EXPENSES:
Professional fees | 122,842 | | Compensation and benefits | 43,331 | | Technology and communications | 15,409 | | Regulatory expenses | 12,846 | | Occupancy and equipment | 4,144 | | Insurance | 2,824 | | Other expenses | 9,972 | | Total Expenses | 211,368 | | NET LOSS | \$
(211,368) | | | | {8}------------------------------------------------ | (A LIMITED LIABILITY COMPANY) | |-----------------------------------------| | Statement of Changes in Member's Equity | | For the Year Ended September 30, 2024 | | MEMBER'S EQUITY, OCTOBER 1, 2023 | \$
51,590 | |-------------------------------------|---------------| | Net loss | (211,368) | | Member Contributions | 284,400 | | MEMBER'S EQUITY, SEPTEMBER 30, 2024 | \$
124,622 | {9}------------------------------------------------ (A LIMITED LIABILITY COMPANY) For the Year Ended September 30, 2024 Statement of Cash Flows | OPERATING ACTIVITIES: | | |-------------------------------------------------------------|-----------------| | Net loss | \$
(211,368) | | Non-cash contributions | 84,400 | | Adjustments to reconcile net income to net cash provided by | | | operating activities: | | | Net change in operating assets: | | | Increase in prepaid expenses | (2,174) | | Net change in operating liabilities: | | | Decrease in due to parent | (27,614) | | Increase in accounts payable | 371 | | Increase in accrued liabilities | 972 | | Net Cash Used in Operating Activities | (155,413) | | MEMBER CONTRIBUTIONS | 200,000 | | NET DECREASE IN CASH | 44,587 | | CASH AT BEGINNING OF YEAR | 105,755 | | CASH AT END OF YEAR | \$
150,342 | {10}------------------------------------------------ (A LIMITED LIABILITY COMPANY) Notes to Financial Statements September 30, 2024 #### **1. Organization and Nature of Business** USREM Securities LLC (the "Company"), was established in the state of Delaware on October 12, 2021. It is a registered broker dealer and is a member of the Financial Industry Regulatory Authority, Inc. (FINRA). The Company commenced operations on September 19, 2022. The Company's primary business activity is to operate an online platform and alternative trading system for the private placement of unregistered securities. #### **2. Significant Accounting Policies** *Basis of Accounting* - The financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). *Liquidity and Management's Plans* - The Company is subject to risks and uncertainties that could affect amounts reported in the Company's financial statements in future periods. The Company has operated with recurring losses and related negative operating cash flows, and is expected to have operating losses for the foreseeable future. Management has determined that additional funding will be necessary and remains committed to contributing capital for the foreseeable future to ensure that net capital compliance is maintained. Among options, management is also considering selling the Company. *Cash* **-** Cash consists of funds maintained in a checking account held at a single financial institution which is insured by the Federal Deposit Insurance Corporation, and at times may exceed federally insured limits. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company's financial condition, results of operations, and cash flows. *Income taxes* - The Company is a limited liability company and is not a tax paying entity for federal or state income tax purposes. Income of the Company is taxed to the member in its respective return. Therefore, no provision or liability for federal or state income taxes has been included in these financial statements. Management is responsible for evaluating the Company's uncertain tax positions in accordance with the Financial Accounting Standards Board ("FASB") Accounting Standards Codification 740, Income Taxes. The Company has evaluated its tax positions taken for all open tax years and has not identified any uncertain tax positions which would require disclosure in the financial statements as of September 30, 2024. *Use of estimates* - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The Company is subject to risks and uncertainties that could affect amounts reported in the Company's financial statements in future periods. The Company has operated with recurring losses and related negative operating cash flows, and is expected to have operating losses for the foreseeable future. At September 30, 2024, the Company's cash balance was \$150,342. Management has determined that additional funding will be necessary and remains committed to contributing capital for the foreseeable future to ensure net capital compliance is maintained. The Company's sole managing member has the means to provide and has formally committed to providing adequate capitalization and liquidity for the Company's business operations for at least one year. {11}------------------------------------------------ Notes to Financial Statements September 30, 2024 (A LIMITED LIABILITY COMPANY) ### **3. Revenue From Contracts With Customers** The Company accounts for its revenue in accordance with ASC 606, Revenue from Contracts with Customers ("ASC Topic 606"). This revenue recognition guidance requires the Company to recognize revenue when it satisfies performance obligations according to the terms of its contracts and the customer receives control or derives benefits from the promised goods or services. A performance obligation is a promise to transfer a distinct good or service to the customer, and each performance obligation can be satisfied over time or at a point in time. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled in exchange for the promised goods or services. The Company enters into contracts that include multiple services, which are considered to be separate performance obligations if they are determined to be distinct within the context of the contract. Management's judgment is often required to identify distinct performance obligations. The performance obligation associated with private placement services is satisfied at a point in time, which is the transaction closing date. The consideration related to these services is generally a proportion of the investment capital raised. The Company had no contract assets or contract liabilities during the year or as of September 30, 2024. #### **4. Related Party Transactions** For the year ended September 30, 2024, the Company had an expense sharing agreement in place with the Parent, U.S. Real Estate Market Holdings, Inc. The agreement specifies the allocation of certain shared expenses to the Company, which are included in the Statement of Income. Total allocated expenses for the period were approximately \$72,117, and the balance due to the Parent as of September 30, 2024 was \$14,586. The shared expenses consist of compensation, professional fees, rent, insurance and other expenses incurred in the normal course of business. #### **5. 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 15 to 1, or 8 to 1 in the first year of operations. At September 30, 2024, the Company had net capital of \$121,936, which was \$116,936 in excess of its required net capital of \$5,000. The Company's ratio of aggregate indebtedness to net capital was 23.3%. #### **6. Concentrations of 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 September 30, 2024, the account balance is below the insured limits of \$250,000. Revenue from contracts with customers includes commission income and related fees from participation in private placements of equity securities. The majority of these private placements relate to real estate development programs. 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 the appropriate measure of the Company's progress under the contract; and whether constraints on variable consideration should be applied due to uncertain future events. Each time a customer enters into a buy transaction, the Company charges a commission. Commissions are recognized on the trade date (the date the Company fills the trade order, receives the customer subscription funding and confirms the trade with the customer). The Company believes that the performance obligation is satisfied on the trade date because that is when the underlying private placement interest is identified, the pricing is agreed upon, and the risks and rewards of ownership have been transferred to the customer. {12}------------------------------------------------ (A LIMITED LIABILITY COMPANY) Notes to Financial Statements September 30, 2024 ## **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. Commitments and Contingencies** The Company had no lease or equipment rental commitments and no contingent liabilities as of or for the year ended September 30, 2024 that are material in nature. ### **9. Subsequent Events** The Company has evaluated events subsequent to the balance sheet date for items requiring recording or disclosure in the financial statements. The evaluation was performed through the date 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. {13}------------------------------------------------ ## **SUPPLEMENTARY INFORMATION** ## **USREM Securities LLC** ## Computation of Net Capital Under Rule 15c3-1 of the Securities and Exchange Commission September 30, 2024 (A LIMITED LIABILITY COMPANY) #### **SCHEDULE I** | TOTAL MEMBER'S EQUITY QUALIFIED FOR NET
CAPITAL | \$
124,622 | |--------------------------------------------------------------------------------------|---------------| | DEDUCTIONS AND/OR CHARGES: | | | Prepaid expenses | (2,687) | | NET CAPITAL | \$
121,936 | | AGGREGATE INDEBTEDNESS: | | | Due to parent | \$
14,586 | | Accounts payable | 5,821 | | Accrued liabilities | 8,000 | | TOTAL AGGREGATE INDEBTEDNESS | \$
28,407 | | COMPUTATION OF BASIC NET CAPITAL REQUIREMENT | | | Minimum Net Capital Required (greater of \$5,000 or 6.67% of aggregate indebtedness) | \$
5,000 | | Excess net capital | \$
116,936 | | Percentage of aggregate indebtedness to net capital | 23.3% | There are no material differences between the preceding computation and the Company's corresponding unaudited Part II of Form X-17A-5 as of September 30, 2024. > See Report of Independent Registered Accounting Firm and 10 Notes to Financial Statements. {14}------------------------------------------------ ## **SUPPLEMENTARY INFORMATION** ## **USREM Securities LLC** (A LIMITED LIABILITY COMPANY) Computation for Determination of Reserve Requirements and Information Relating to Possession or Control Requirements under Rule 15c3-3 of the Securities & Exchange Commission #### **SCHEDULE II** 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 the private placement of securities. 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 or for customers; and (3) did not carry PAB accounts (as defined in Rule 15c3-3) throughout the most recent fiscal period without exception. #### **SCHEDULE III** 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 the private placement of securities. 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 or for customers; and (3) did not carry PAB accounts (as defined in Rule 15c3-3) throughout the most recent fiscal period without exception. {15}------------------------------------------------ ![](_page_15_Picture_0.jpeg) ## **Report of Independent Registered Public Accounting Firm** To the Member and Those Charged With Governance of USREM Securities LLC We have reviewed management's statements, included in the accompanying Exemption Report, in which USREM Securities LLC (the Company) stated that: (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) operate an alternative trading system for private placements of unregistered or private 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 fiscal year 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 inquiries and other required procedures to obtain evidence that the Company limited its business activities exclusively to (1) the private placement of securities and (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 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 most recent fiscal period 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. 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 17 C.F.R. § 240.17a-5. Dallas, Texas November 25, 2024 > 325 North Saint Paul Street Suite 3100 Dallas, Texas 75201 214.738.1998 {16}------------------------------------------------ # **USREM Securities LLC Exemption Report** USREM 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. §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) operate an alternative trading system for private placements of unregistered or private 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 fiscal year without exception. I, Ray Kahn, swear (or affirm) that, to my best knowledge and belief, this exemption report is true and correct. Regards, Ray Kahn Chief Executive Officer Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.