# UPHORIZON, LLC X-17A-5 (2025-08-13) — Broker-dealer annual report
- Company: UPHORIZON, LLC
- Form: X-17A-5
- Filed: 2025-08-13
- Period: 2025-06-30
- Accession: 0002013816-25-000095
- CIK: 1997409
- File #: 8-71171
- Type: Broker-dealer
- Material weakness: No
- Auditor: DCPA, Inc.
- Auditor location: Century City, CA
- Contact: Elizabeth Attanasio
- Phone: 646-908-1732
- Email: eattanasio@acisecure.com
- Website: acisecure.com
- Signed by: Zhentao Wang (CEO)
Original filing: https://www.sec.gov/Archives/edgar/data/1997409/000201381625000095/uohorizonaudit.pdf
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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
SEC FILE NUMBER
71171
## ANNUAL REPORTS FORM X-17A-5 PART III
FACING PAGE
Information Required Pursuant to Rules 17a-5, 17a-12, and 18a-7 under the Securities Exchange Act of 1934
AND ENDING 06/30/2025 FILING FOR THE PERIOD BEGINNING 08/12/2024
MM/DD/YY
MM/DD/YY
A. REGISTRANT IDENTIFICATION
## NAME OF FIRM: UPHORIZON, LLC
TYPE OF REGISTRANT (check all applicable boxes):
@ Broker-dealer \_\_\_ Security-based swap dealer □ Check here if respondent is also an OTC derivatives dealer
0 Major security-based swap participant
ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.)
## 10250 CONSTELLATION BLVD SUITE 2300
| | (No. and Street) | | |
|---------------------------------------------------------------------------|------------------------------------------------------------|--------------------------------------------|--|
| LOS ANGELES | CA | 90067 | |
| (City) | (State) | (Zip Code) | |
| PERSON TO CONTACT WITH REGARD TO THIS FILING | | | |
| Elizabeth Attanasio 6469081732 | | eattanasio@acisecure.com | |
| (Name) | (Area Code - Telephone Number) | (Email Address) | |
| | B. ACCOUNTANT IDENTIFICATION | | |
| INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing* | | | |
| DCPA. Inc. | | | |
| 2121 Avenue of Stars, #800 Century City | (Name - if individual, state last, first, and middle name) | 90067
CA | |
| (Address) | (City) | (State)
(Zip Code) | |
| 09/15/2020 | | 6567 | |
| (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 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.
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## OATH OR AFFIRMATION
| Zhentao Wang | | | | swear (or affirm) that, to the best of my knowledge and belief, the | |
|-----------------------------------------------------------|------|------------------------------------------------------------------------------------------------------------------|--|---------------------------------------------------------------------|-------|
| financial report pertaining to the firm of Uphorizon, LLC | | | | | as of |
| ו מחוזו | 2005 | Comments of the consisted on the comments of the comments of the comments of the many of the many of the many of | | | |
2 025 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 customer.
| Signature: | |
|------------|--|
| Title: | |
| CEO | |
## 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.
- | || 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 § 240.15c3-3.
- [ (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.
- (o) Reconciliations, including appropriate 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.
- | | | 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 240.17a-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).
- O (z) Other:
- \*\* To request confidential treatment of certain portions of this filing, see 17 CFR 240.17a-5(e)(3) or 17 CFR 240.180-7(d)(2), as applicable.
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# UPHORIZON, LLC
Financial Statement
and Supplementary Information With
Report of Independent Registered Public Accounting Firm
For the Period August 12, 2024 (Commencement of Operations) to June 30, 2025
This report is deemed PUBLIC in accordance with Rule 17a-5(e)(3) under the Securities Exchange Act of 1934.
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## UPHORIZON, LLC FOR THE PERIOD AUGUST 12, 2024 (COMMENCEMENT OF OPERATIONS) TO JUNE 30, 2025
## Table of Contents
| | Page |
|---------------------------------------------------------|------|
| Report of Independent Registered Public Accounting Firm | |
| Financial Statement: | |
| Statement of Financial Condition | 2 |
| Notes to Financial Statements | 3-5 |
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## REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
DCPA
To Those Charged with Governance and the Member of Uphorizon, LLC:
## Opinion on the Financial Statement
We have audited the accompanying statement of financial condition of Uphorizon, LLC (the "Company") as of June 30, 2025, and the related notes (collectively referred to as the "financial statement"). In our opinion, the statement of financial condition presents fairly, in all material respects, the financial position of the Company as of June 30, 2025 in conformity with accounting principles generally accepted in the United States of America.
## Basis for Opinion
This financial statement is the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statement based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statement, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
DCPA
DCPA
We have served as the Company's auditor since 2025. Century City, California August 08, 2025
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### UPHORIZON, LLC STATEMENT OF FINANCIAL CONDITION AS OF JUNE 30, 2025
| ASSETS: | | |
|---------------------------------------|------|---------|
| Cash | S | 105,693 |
| Other assets | | 5.946 |
| Due from Related Party | | 166 |
| TOTAL ASSETS | | 111,805 |
| | | |
| LIABILITIES AND MEMBER'S EQUITY | | |
| LIABILITIES: | | |
| Accounts payable | S | 27,750 |
| Due to Parent | | 288 |
| TOTAL LIABILITIES | | 28,038 |
| MEMBER'S EQUITY | | 83,767 |
| TOTAL LIABILITIES AND MEMBER'S EQUITY | ಲ್ಲಿ | 111,805 |
The Notes to Financial Statements are an integral part of this statement.
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### UPHORIZON, LLC NOTES TO FINANCIAL STATEMENTS June 30, 2025
#### NOTE 1-ORGANIZATION AND DESCRIPTION OF BUSINESS:
Uphorizon, LLC (the "Company") was formed as a limited liability company in California on August 18, 2023. The Company is wholly owned subsidiary of Uphorizon Group, LLC (the "Parent"). The Company is a registered broker-dealer with the U.S. Securities and Exchange Commission ("SEC") and is a member of both the Financial Industry Authority, Inc. ("FINRA") and the Securities Investors Protection Corporation ("SIPC").
The Company is authorized to act as an underwriter or selling group participant for corporate securities, excluding mutual funds. It is also authorized to raise capital through private placements of securities. In addition, the Company provides advisory services to businesses, including valuations, strategic planning, and merger and acquisition ("M&A") advisory.
#### NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
#### Basis of Presentation
The accompanying financial statements have been prepared on the accounting in accordance with accounting principles generally accepted in the United ("GAAP") as detailed in the Financial Accounting Standards Board's Accounting Standards Codification.
#### 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 anounts 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.
#### Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company is currently dependent on its Parent to fund its ongoing operations as the Company has not yet generated sufficient revenue. The Parent intends to provide additional financing through direct contributions of capital until positive cash flows are generated. The Parent is not contractually obligated to continue to provide support.
#### Income Taxes
The Company is a single member limited liability company that is deemed to be a disregarded entity for federal income tax purposes. The taxable income or loss of the Company is allocated and taxed to its member.
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 statements. The ASC prescribes a recognition threshold and measurement 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 reversal, classification, interest and penalties, accounting in interim periods, disclosure and transition. At June 30, 2025, the Company had no 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.
#### Revenue and Expense Recognition
Revenue from Contracts with Customers ("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 to the performance obligations in the contract, and (e) recognize revenue when (or as) the entity satisfies a performance obligation.
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### UPHORIZON, LLC NOTES TO FINANCIAL STATEMENTS June 30, 2025
#### NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):
#### Revenue and Expense Recognition (Continued)
In determining the transaction price, an entity may include variable 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.
#### Significant Judgment
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 constraints on variable consideration should be applied due to uncertain future events.
#### Receivables and 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 reversed when either it becomes a receivable or the cash is received. Contract assets are reported in the Statement of Financial Condition. As of June 30, 2025, contract asset balances were \$0.
Contract liabilities arise when customers remit contractual cash payments in advance of the Company satisfying its performance obligations under the contract and are revenue associated with the contract is recognized when the performance obligation is satisfied. As of June 30, 2025, there were no contract liabilities.
#### 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 respective strength of the financial institution. The Company has not incurred any losses on this account. At June 30, 2025, the amount in excess of insured limits of \$250,000 was \$0.
#### Revenues
During the year ended June 30, 2025, the only revenue earned was on interest income on cash balances.
#### NOTE 4 - COMMITMENTS AND CONTINGENCIES:
The Company had no commitments or contingent liabilities and had not been named as a defendant in any lawsuit at June 30, 2025, or during the year then ended.
#### NOTE 5 - NET CAPITAL REQUIREMENTS:
The Company is subject to the Securities and Exchange Commission Uniform Net Capital 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 12.5 to 1, in the first year of membership and 15c3-1 also provides that equity 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 June 30, 2025, the Company had net capital of \$77,655, which was \$27,655 in excess of its required net capital of \$50,000. The Company's ratio of aggregate indebtedness to net capital was 0.36 to 1.
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#### UPHORIZON, LLC NOTES TO FINANCIAL STATEMENTS June 30, 2025
#### NOTE 6 - RELATED PARTY
During the period August 12, 2024 through June 30, 2025, the Company's related party and the Parent from time paid for expenses on behalf of the Company or vice-versa in the normal course of business. These expenses are reimbursed to or from the Company. These expenses aggregated to comprise of \$288 Due from Related Party for the year ended June 30, 2025 as shown on the Statement of Financial Condition.
### NOTE 7 - LEASES
In February 2016, the FASB established Topic 842, Leases, by issuing Accounting Standards Update (ASU) No. 2016-02, which requires lesses to recognize leases on the balance sheet and disclose key information about leasing arrangements. Topic 842 was subsequently amended by ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10, Codification Improvements to Topic 842, Leases; and ASU No. 2018-11, Targeted Improvements. The stablished a rightof-use model ("ROU") that requires a lessee to recognize a ROU asset and a lease liability on the balance sheet for all leases with a term of more than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. The company is not subject to ASC 842 due to the short-term exemption.
#### NOTE 8\_RECENTLY ISSUED ACCOUNTING PRONOLINCEMENTS.
The Financial Accounting Standards Board (the "FASB") has established the Accounting Standards Codification" or "ASC") as the authoritative source of GAAP recognized by the FASB. The principles embodied in the Codification are to be applied by nongovernmental entities in the preparation of financial statements in accordance with GAAP in the United States. New accounting pronouncements are incorporated into the issuance of Accounting Standards Updates ("ASUs").
For the year ended June 30th, 2025 , various ASUs issued by the FASB were either newly issued or had effective implementation dates that would require their provisions to be reflected in the financial statements for the year ther evaluated or is currently evaluating the implications, if any, of each of these pronouncements and the may have on the Company's financial statements. In most cases, management has the pronouncement has either limited or no application to the Company and, in all cases, implementation would not have a material impact on the financial statements taken as a whole.
#### NOTE 9 - SEGMENT REPORTING
The Company follows ASC 280, Segment Reporting (including adoption of ASU 2023-07), which requires to disclose segment data based on how management makes decisions about allocating resources to segments and evaluating performance.
The Company conducts its business activities and reports financial results as a single reportable segment, brokerage services segment. Using the management approach, qualitative and quantitative criteria established by ASC 280, the Company is considered to be a single reportable segment. The Chief Operating Decision Maker ("CODM"), who makes decisions about allocating resources and assessing performance in a manner consistent with the way the Company operates its business and presents its financial results. The nature of business and accounting policies of the brokerage services segment are the same as decribed in the organization, nature of business, and summary of significant accounting policies. Segment financial information is identical to that presented in the accompanying financial statements.
#### NOTE 10 - SUBSEQUENT EVENTS
The Company has evaluated events subsequent to the Statement of Financial Condition date for items requiring or disclosure in the financial statements. The evaluation was performed through statements were available to beissued. 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.
Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.