# ZL ZENITHAR (USA) LLC X-17A-5 (2025-05-06) — Broker-dealer annual report - Company: ZL ZENITHAR (USA) LLC - Form: X-17A-5 - Filed: 2025-05-06 - Period: 2025-03-31 - Accession: 0002013816-25-000068 - 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/1935179/000201381625000068/finalzenithar.pdf --- {0}------------------------------------------------ OMB APPROVAL UNITED STATES OMB Number: 3235-0123 SECURITIES AND EXCHANGE COMMISSION Expires: Nov. 30, 2026 Washington, D.C. 20549 Estimated average burden hours per response: 12 ANNUAL REPORTS SEC FILE NUMBER FORM X-17A-5 8-70949 PART III FACING PAGE Information Required Pursuant to Rules 17a-5, 17a-12, and 18a-7 under the Securities Exchange Act of 1934 filing for the period beginning 04/01/2024 AND ENDING 03/31/2025 MM/DD/YY MM/DD/YY A. REGISTRANT IDENTIFICATION NAME OF FIRM: ZL ZENITHAR (USA) LLC TYPE OF REGISTRANT (check all applicable boxes): @ 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.) 1330 Ave of America's, 23rd floor (No. and Street) New York NY 10019 (Zip Code) (City) (State) 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 (Name – if individual, state last, first, and middle name) 75201 IX 325 N. St. Paul Street, Suite 3100 Dellas (Address) (City) (State) (Zip Code) 09/18/2003 169 (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 | Garth Adamini | | swear (or affirm) that, to the best of my knowledge and belief, the | |---------------------------------------------------------------|--|-------------------------------------------------------------------------------------------------------------------------------------| | financial report pertaining to the firm of ZLZENITHAR(USA)LLC | | , as of | | 3/31 | | 2 025 | | | | partner, officer, director, or equivalent person, as the case may be, has any proprietary interest in any account classified solely | | as that of a customer. | | | CEO MARIA MARMSTRONG Notary Public. State of New York Reg. No. 01AR6191075 Qualified in Kings County ommission Expires 08/94/2028 Signature: Title: Notary Public ## This filing\*\* contains (check all applicable boxes): ## (a) Statement of financial condition. - (b) Notes to consolidated statement of financial condition. - | (c) Statement of income (loss) or, if there is other comprehensive income in the period(s) presented, a statement of comprehensive income (as defined in § 210.1-02 of Regulation S-X). - O (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. - [ (!) 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. - O (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 capible net worth under 17 CFR 240.15c3-1, 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-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 240.15c3-1e or 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 240.18a-7(d)(2), as applicable. {2}------------------------------------------------ # ZL Zenithar (USA) LLC Report on Audit of Financial Statement For the year ending March 31, 2025 This report is pursuant to Rule 17a-5(e)(3) under the Securities Exchange Act of 1934 as a Public Document. {3}------------------------------------------------ ## ZL Zenithar (USA) LLC ## For the year ending March 31, 2025 ## Table of Contents | Report of Independent Registered Public Accounting Firm | | | |----------------------------------------------------------|-------|--| | Financial statement:
Statement of Financial Condition | | | | Notes to Financial Statement | 3 - 5 | | {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 Statement We have audited the accompanying statement of financial condition of ZL Zenithar (USA) LLC (the Company) as of (Year-End), and the related notes (collectively, the financial statement presents faily, in all material respects, the financial position of the Company as of March 31, 2025, in conformity with accepted in the United States of America. ## Basis for Opinion This financial statement is 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 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 require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement, 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 reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement, 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 statement. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the financial statement. We believe that our audit provides a reasonable basis for our opinion. Sanville & Company, LLC We have served as the Company's auditor since 2024. Dallas, Texas May 2, 2025 > 325 North Saint Paul Street Suite 3100 Dallas, Texas 75201 214.738.1998 {5}------------------------------------------------ ZL Zenithar (USA) LLC ## Statement of Financial Condition March 31, 2025 ## ASSETS | Cash
Other assets | ಳಿ | 26,264
5,839 | |-------------------------------------------------------|----|-----------------| | TOTAL ASSETS | S | 32,103 | | | | | | LIABILITIES AND MEMBERS' EQUITY | | | | LIABILITIES:
Accounts payable and accrued expenses | ക | 3,501 | | TOTAL LIABILITIES | | 3,501 | | Members' EQUITY | | 28,603 | | TOTAL LIABILITIES AND Members' EQUITY | ಕಿ | 32,103 | See Notes to Accompanying Financial statement. {6}------------------------------------------------ ### ZL Zenithar USA (LLC) Notes to Financial Statement For the year ending March 31, 2025 #### NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS ZL Zenithar USA (LLC) (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 linited to raising capital for private placements in various asset management entities ## NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ### Basis of Presentation The accompanying financial statement 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 as amortized cost by requiring a current expected redit loss ("CECL") methodology to estimate expected credit losses over the entire life of the financial asset, recorded 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 annotized 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 rredit 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, 2025, 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, 2025. #### 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 contract, (c) determine the transaction price, (d) allocate the transaction price to the performance obligations in the contract (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 onqoing 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 accordance 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 company's unconditional right to receive payment under a contract with a customer (i.e., unbilled receivable) and are derecomized when it he cash is received. Contract assets are reported in the statement of financial condition. As of March 31, 2025, there were no contract assets Contract liabilities arise when customers in advance of the Company salisting its performance obligations under the contract and are derecognized when the revenue associated with the performance obligation is satisfied. As of March 31, 2025, there were no contract liabilities. {7}------------------------------------------------ ## ZL Zenithar USA (LLC) Notes to Financial Statement For the year ending March 31, 2025 ## NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) #### Income Taxes The Company is taxed as a partnership for income or loss of the Company is allocated to its members. The Company's members are subject to the New York City Unincorporated Business Tax ("UBT"). As the liability associated with the UBT is principally the result of the Company, the UBT, which is calculated using currently enacted tax laws and rates, is reflected on the books of the Company, in accordance with the FASB ASC 740, Income Taxes the consolidated current and deferred tax expense (benefit) for a group that files a consolidated among the members of the group when those members issue separate financial statements. For the year ended March 31, 2025, 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 for uncertainty in income taxes recognized in an enterprise's financial statement. The ASC prescribes a recognition threshold and measurement recognition and measurement of a tax position taken or expected to be taken in a tax return. The ASC provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. At March 31, 2025, the Company had no material unrecognized tax and no uncertain tax positions. The Company's conclusions regardin 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 statement and related disclosures in conformity with GAAP requires and assumptions that affect the reported anounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statement, 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, 2025, the company has not reported any revenue. ### NOTE 4 - INDEMNIFICATIONS In the normal course of its business, the Company indemnities 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 statement 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 indemnities 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 that the Company could be required to make undermifications 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 statement for these indemnifications. {8}------------------------------------------------ ## ZL Zenithar USA (LLC) ## Notes to Financial Statement For the year ending March 31, 2025 ### NOTE 5 - NET CAPITAL REQUIREMENTS The Company is subject to the Securities and Exchange Commission Uniform Net Capital Rule (SEC Rule 1503-1), 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 15:3-1 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, 2025, the Company had net capital of \$22,764 which was \$17,764 in excess of its required net capital of \$5,000; and the Company's percentage of aggregate indebtedness to net capital was approximately 15.38%. ## 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 the Securities Exchange Act of 1934. ### NOTE 7 - GOING CONCERN The Company, a broker-dealer, currently generates no revenue and relies on financial support from its parent company to sustain operations. Based on the parent company's representations and financial position, management expects this funding for at least the next 12 months, with no anticipated changes to the parent's commitment, subject to its ongoing financial capacity. ## NOTE 8 - SUBSEQUENT EVENTS Management has evaluated the Company's events and transactions that occurred subsequent to March 31, 2025 the date which the financial statement were available to be issued. There were or transactions that occurred during this period that materially impacted the amounts or disclosures in the Company's financial statement. ## NOTE 9 - COMMITMENTS AND CONTINGENCIES The Company does not have any commitments, guarantees or contingencies. The Company is not any threats or other circumstances that may lead to the assertion of a claim at a future date. ## NOTE 10 - SEGMENT REPORTING The Accounting Standards Update (ASU) 2023-07 issued by the Financial Accounting Standards Board (FASB) introduced enhancements to segment reporting requirements for public entities, including broker-dealers. The update aimed to improve the transparency and usefulness of financial disclosures for investors and other stakeholders. ASU 2023-07 disclosure requirements are effective for fiscal years starting after December 15, 2024. The chief operating decision maker is the Chief Executive Officer of the Company and determined that no additional disclosures are required as the Company has only one reportable segment. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.