# FIN2, LLC X-17A-5 (2025-06-27) — Broker-dealer annual report - Company: FIN2, LLC - Form: X-17A-5 - Filed: 2025-06-27 - Period: 2025-03-31 - Accession: 0002013816-25-000086 - CIK: 1891229 - File #: 8-70818 - Type: Broker-dealer - Material weakness: No - Auditor: Nawrocki Smith LLP - Auditor location: Hauppauge, NY - Contact: Keith George - Phone: 212-668-8700 - Email: kgeorge@acisecure.com - Website: acisecure.com - Signed by: William Thatcher (CEO/CCO) Original filing: https://www.sec.gov/Archives/edgar/data/1891229/000201381625000086/finaudit.pdf --- {0}------------------------------------------------ # UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0123 Expires: Oct. 31, 2023 Estimated average burden hours per response: 12 # ANNUAL REPORTS FORM X-17A-5 PART III sec file number 8-68071 | Information Required Pursuant to Rules 17a-5, 17a-12, and 18a-7 under the Securities Exchange Act of 1934 | FACING PAGE | | | |-------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------|------------|--------------------------------------------| | 04/01/24
FILING FOR THE PERIOD BEGINNING | | AND ENDING | 03/31/25 | | | MM/DD/YY | | MM/DD/YY | | | A. REGISTRANT IDENTIFICATION | | | | NAME OF FIRM: | | | | | TYPE OF REGISTRANT (check all applicable boxes):
മ 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.) | | | | | 80 Broad Street, 5th Floor | | | | | | (No. and Street) | | | | New York | NY | | 10004 | | (City) | (State) | | (Zip Code) | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | Keith George | 212-668-8700 | | kgeorge@acisecure.com | | (Name)
(Area Code - Telephone Number) | | | (Email Address) | | | B. ACCOUNTANT IDENTIFICATION | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing*
Nawrocki Smith LLP | | | | | | (Name - if individual, state last, first, and middle name) | | | | 100 Motor Parkway, Suite 580 | Hauppauge | NY | 11788 | | (Address) | (City) | (State) | (Zip Code) | | March 4, 2009 | | 3370 | | | (Date of Registration with PCAOB)(if applicable) | | | (PCAOB Registration Number, if applicable) | | * Claims for exemption from the requirement that the annual reports of an independent public | FOR OFFICIAL USE ONLY | | | 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 | ı William Thatcher | swear (or affirm) that, to the best of my knowledge and belief, the | |------------------------------------------------------|---------------------------------------------------------------------| | "inancial report pertaining to the firm of FIN2, LLC | | March 31 , 2 025 partner, officer, director, or equivalent person, as the case may proprietary interest in any account classified solely as that of a customer. | Signature: | | William (, Thatcher | |------------|--|---------------------| | | | | Title: CEO/CCO Notary Public # This filing\*\* contains (check all applicable boxes): - മ (a) Statement of financial condition. - □ (b) Notes to consolidated statement of financial condition. - 图 (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). - 2 (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. - മ (g) Notes to consolidated financial statements. - ص (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. - □ (I) Computation for Determination of PAB Requirements under Exhibit A to § 240.15c3-3. - □ (m) Information relating to possession or control requirements for customers under 17 CFR 240.15c3-3. - □ (n) Information relating to possession or control requirements for security-based swap customers under 17 CFR 240.15c3-3(p)(2) or 17 CFR 240.18a-4, as applicable. - 区 (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. - മ (q) Oath or affirmation in accordance with 17 CFR 240.17a-5, 17 CFR 240.18a-7, as applicable. - | - 图 (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. - 区 (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. - മ (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. - | 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)(2), as applicable. {2}------------------------------------------------ Financial Statements and Supplemental Information Pursuant to Rule 17a-5 under the Securities Exchange Act of 1934 For the year ended March 31, 2025 With Report of Independent Registered Public Accounting Firm {3}------------------------------------------------ #### Contents | For the year ended March 31, 2025 | | |--------------------------------------------------------------------------------------------------------------------|-----| | Report of Independent Registered Public Accounting Firm | 1 | | Financial Statements | | | Statement of Financial Condition | 2 | | Statement of Operations | 3 | | Statement of Changes in Member's Equity | 4 | | Statement of Cash Flows | 5 | | Notes to Financial Statements | 6-7 | | Supplemental Information | | | Schedule I - Computation of Net Capital Under Rule 15c3-1 of
the Securities and Exchange Commission Act of 1934 | 8 | | Schedule II - Computation for Determination of Reserve Requirements
under Rule 15c3-3 (EXEMPTION) | 9 | | Schedule III - Information for Possession or Control Requirements
Under Rule 15c3-3 (EXEMPTION) | 9 | | Report of Independent Registered Public Accounting Firm | 10 | | Exemption Report | 11 | {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) # REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Member of FIN2, LLC: # Opinion on the Financial Statements We have audited the accompanying statement of financial condition of FIN2, LLC (the "Company") as of March 31, 2025, the related statements of operations, changes in member's equity, and cash flows for the year ended March 31, 2025, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of FIN2, LLC as of March 31, 2025, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. # Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission ("SEC") 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. 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. # Auditor's Report on Supplemental Information The supplemental information contained on Schedules I, II and III 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 and other records, as 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 supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole. We have served as FIN2, LLC's auditor since 2024. Hauppauge, New York June 27, 2025 Nawocki Smith LLK {5}------------------------------------------------ # Statement of Financial Condition March 31, 2025 ### ASSETS | Cash
Due from clearing firm
Prepaid expenses and other assets | ക്ക | 54,309
25,723
11,971 | |---------------------------------------------------------------------|-------|----------------------------| | TOTAL ASSETS | સ્ત્ર | 92,003 | | LIABILITIES AND MEMBER'S EQUITY | | | | LIABILITIES | | | | Accounts payable and accrued expenses
Due to affiliate | ಲ್ಲಾ | 19,908
26,000 | | TOTAL LIABILITIES | | 45,908 | | MEMBER'S EQUITY | | | | TOTAL MEMBER'S EQUITY | | 46,095 | | TOTAL LIABILITIES AND MEMBER'S EQUITY | ಕಾ | 92,003 | See accompanying notes to financial statements {6}------------------------------------------------ # Statement of Operations For the year ended March 31, 2025 ### REVENUE: | Interest income | S
717 | |--------------------------|----------------| | Total Revenue | 717 | | OPERATING EXPENSES: | | | Clearance charges | 117,638 | | Professional fees | 105,732 | | Regulatory fees | 15,774 | | Technology fees | 12,000 | | Other expenses | 2,397 | | Total operating expenses | 253,541 | | NET LOSS | ક
(252,824) | | | | See accompanying notes to financial statements {7}------------------------------------------------ Statement of Changes in Member's Equity For the year ended March 31, 2025 | | | Total Member's Equity | |---------------------------|----|-----------------------| | Balance, April 1, 2024 | ಳಿ | 123,919 | | Net Loss | | (252,824) | | Contributions | | 175,000 | | Balance at March 31, 2025 | D | 46,095 | See accompanying notes to financial statements 4 {8}------------------------------------------------ # Statement of Cash Flows For the year ended March 31, 2025 | CASH FLOWS FROM OPERATING ACTIVITIES: | | | |-------------------------------------------------------------------------------------------------------------------------------|------|-----------| | Net Loss | ಕ್ಕಾ | (252,824) | | Adjustments to reconcile net loss to net cash used in
operating activities
Changes in operating assets and liabilities: | | | | Decrease in due from clearing firm | | 99,392 | | Increase in prepaid expenses | | (740) | | Decrease in accounts payable and accrued expenses | | (61) | | Increase in due to affiliate | | 12,000 | | Net cash used in operating activities | | (142,232) | | CASH FLOWS FROM FINANCING ACTIVITIES: | | | | Capital contributions | | 175,000 | | Cash provided by financing activities | | 175,000 | | NET INCREASE IN CASH | | 32,768 | | CASH AT BEGINNING OF PERIOD | | 21,541 | | CASH AT END OF PERIOD | ಕಿ | 54,309 | See accompanying notes to financial statements {9}------------------------------------------------ Notes to Financial Statements For the year ended March 31, 2025 #### 1. Organization and Business FIN2, LLC (the "Company") is a limited liability company headquartered in New York and formed on October 4, 2021 under the laws of the state of Delaware. On November 21, 2022, the Company was approved as a broker-dealer and as such is registered with the U.S. Securities and Exchange Commission ("SEC") and is a member of the Financial Industry Regulatory Authority ("FINRA") and Securities Investor Protection Corporation ("SIPC"). The Company primarily provides retail brokerage of equity securities on an agency basis. ### 2. Summary of Significant Accounting Policies #### Basis of Presentation The Company's financial statements have been prepared in accounting principles generally accepted in the United States of America ("US GAAP"). #### Use of Estimates The preparation of the financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could vary from the estimates that were used. #### Cash and Cash Equivalents Cash consists of deposits with banks. These balances are federally insured up to \$250,000 per depositor at each financial institution. #### Recent Accounting Pronouncements The Company follows ASC 280, Segment Reporting (including adoption of ASU 2023-07), which requires companies to disclose segment data based on how management makes decisions about allocating resources to segments and evaluating performance. The Company is engaged in a single line of business as a registered securities broker-dealer, providing retail brokerage for trading of equity securities on an agency basis. The Company has identified its CEO as the chief operating decision maker ("CODM"), who uses net income to evaluate the results of the forecasting process, to manage the Company. Moreover, the CODM uses excess net capital (see footnote 4), which is not a measure of profit and Ioss, to make operational decisions while maintaining capital adequacy, such as whether to reinvest profits or pay dividends. The information presented to the CODM is in the same form as it is presented on the accompanying Statement of Income. The Company's operations constitute a single operating segment, and therefore, a single reportable segment, because the business activities using information of the Company as a whole. The accounting policies used to measure the profit and loss of the segment are the same as those described in the summary of significant accounting policies. The significant income and expenses of the segment are reported on the accompanying income statement of this report. #### Taxes The Company is a single member limited liability company and is treated entity for income tax reporting purposes. The Internal Revenue Code provides that any income or loss is passed through to the members for federal and state income tax purposes. #### Revenue Recognition Fee revenues are recognized in the periods during which the related services are performed, and the been contractually earned. The Company applies Accounting Standards Update ("ASU") 2014-09 "Revenue from Contracts with Customers (Topic 606)." {10}------------------------------------------------ Notes to Financial Statements For the year ended March 31, 2025 ### Revenue Recognition (Continued) The Company recognizes revenue when its performance obligation is completed, based on the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entitled in exchange for those goods or services. The guidance requires 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, and (e) recognize revenue when (or as) the entity satisfies a performance obligation. In determining the transaction price, an entity may include consideration only to the extent that a significant reversal in the amount of cumulative revenue recognized would not occur when the uncertainty associated with the variable consideration is resolved. The Company earns fees from sharing of fully paid stock lending firm. Revenues and related clearing expenses are recorded on a trade-date basis. ### 3. Deposit and Receivable from Clearing Organization Pursuant to its clearing agreement with Drivewealth LLC, the Company introduces all of its securities transactions to the clearing firm on a fully disclosed basis. Customer money balances and securities are carried on the blearing firm. In accordance with terms of its clearing agreement, the Company maintains a deposit of \$25,000 with the clearing firm, which is reported on the statement of financial condition. ### 4. Net Capital Requirements The Company is subject to SEC Uniform Net Capital Rule 15c3-1 under the Securities Exchange Act of 1934, which requires the maintenance of minimum net capital and requires that the percentage of aggregate indebtedness to net capital, both as defined, shall not exceed 15 to 1 (8 to 1 in its first year of operations). At March 31, 2025, the Company had net capital of \$34,124 which exceeded the required net capital of \$5,000 by \$29,124. The Company's percentage of aggregate indebtedness to net capital was 135%. The Company does not hold customers' cash or securities; therefore, it has no obligations under SEC Rule the Securities Exchange Act of 1934. #### 5. Related Party Transactions Under an agreement with an affiliate, the Company incurs technology fees in the amount of \$1,000 per month. For the year ended March 31, 2025, the Company incurred a total of \$12,000 in technology fees and is reflected in the statement of operations. The technology fees are included in balance for due to affiliate account on Financial Condition at March 31, 2025. #### 6. Commitments and Contingencies The Company might be involved in legal matters that arise periodically in the ordinary course of business. At this time, the Company is not aware of any legal matters or customer complaints that are believed to the Company's results of operations or financial condition. ### 7. Capital and Liquidity The Company might not have sufficient liquidity to meet its anticipated obligations over the next year from the date of issuance of these financial statements. In connection with the Company's assessment of going concern considerations, management has determined that the Company will have access to funding from the sole member, who is committed to continuing to fund the ongoing operations of the Company. In addition, the Company has entered into an agreement to be acquired by a large publicly traded firm that is well capitalized. The acquisition is pending regulatory approval by FINRA, which is expected to be completed in the next few months #### 8. Subsequent Events The Company has evaluated subsequent events through the date of issuance of these financial statements. Based upon this evaluation, the Company has determined that no events have occurred that were to be recognized or disclosed in the financial statements. {11}------------------------------------------------ Computation of Net Capital Under Rule 15c3-1 of the Securities and Exchange Commission Act of 1934 As of March 31, 2025 | SCHEDULE I | | | |------------------------------------------------------------------------------------------------------------|-----|----------| | TOTAL MEMBER'S EQUITY QUALIFIED FOR NET CAPITAL | ക | 46,095 | | NON-ALLOWABLE DEDUCTIONS AND/OR CHARGES:
Prepaid expenses | | (11,971) | | NET CAPITAL | ക്ക | 34,124 | | COMPUTATION OF BASIC NET CAPITAL REQUIREMENT
Minimum net capital required | ക്ക | 5,000 | | Excess net capital | ಕಾ | 29,124 | | Net capital less greater of 10% of aggregate indebtedness
or 120% of the minimum dollar amount required | ಕಾ | 28,124 | | AGGREGATE INDEBTEDNESS | ક | 45,908 | | Percentage of aggregate indebtedness to net capital | | 135% | | | | | There are no material differences between the preceding computation and the Company's most recently filed Part II of Form X-17A-5 as of March 31, 2025. See Report of Independent Registered Public Accounting Firm {12}------------------------------------------------ #### Supplementary Information As of March 31, 2025 # SCHEDULE II - Computation for Determination of Reserve Requirements Under Rule 15c3-3 (EXEMPTION) The Company is exempt from the provisions of Rule 15c3-3 under the Securities Exchange Act of 1934 in accordance with Rule 15c3-3(k)(2)(ii). # SCHEDULE III - Information for Possession or Control Requirements Under Rule 15c3-3 (EXEMPTION) The Company had no exceptions under SEC Rule 15c3-3 for the period from inception through March 31, 2025. The Company did not carry accounts of or for customers throughout the period from inception through March 31, 2025 without exception. See Report of Independent Registered Public Accounting Firm {13}------------------------------------------------ ![](_page_13_Picture_0.jpeg) # REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Member of FIN2, LLC: We have reviewed management's statements, included in the accompanying Rule 15c3-3 Exemption Report pursuant to SEC Rule 17a-5, in which (1) FIN2, LLC (the "Company"). identified the following provision of 17 C.F.R. §15c3-3(k) under which the Company claimed the following exemption from 17 C.F.R. §240.15c3-3: (k)(2)(ii) and (2) the Company stated that FIN2, LLC met the identified exemption provisions throughout the most recent fiscal year without exception. The Company's management is responsible for compliance with the exemption provisions and its statements. Our review was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included inquiries and other required procedures to obtain evidence about the Company's compliance with SEC Rule 15c3-3. 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 paragraph (k)(2)(ii) of Rule 15c3-3 under the Securities Exchange Act of 1934. Hauppauge, New York June 27, 2025 Nawocki Smith LLP {14}------------------------------------------------ FIN2 (the "Company") is a registered broker-dealer subject to Rule 17a-5 as 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 claimed an exemption from 17 C.F.R. § 240.15c3-3 under the following provision of 17 C.F.R. § 240.15c3-3 (k): (exemption provision pursuant to paragraph (k)(2)(ii)) (the "exemption provision"). - (2) The Company met the identified exemption provision in 17 C.F.R. § 240.15c3-3(k) for the period from April 1, 2024 through March 31, 2025, without exception. I, William Thatcher, affirm that, to my best knowledge and belief, this Exemption Report is true and correct. William I. Thate Signature William L Thatcher, CEO / CCO Print Name and Title Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.