Form 1-SA Baker Global Asset Manag For: Dec 31
Tweet
Share
E-mail
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 1−SA
☒ SEMIANNUAL REPORT PURSUANT TO REGULATION A
or
☐ SPECIAL FINANCIAL REPORT PURSUANT TO REGULATION A
For the fiscal semiannual period ended December 31, 2025
BAKER GLOBAL ASSET MANAGEMENT INC.
(Exact name of issuer as specified in its charter)
| New York | 11-2432960 | |
| (State
or other jurisdiction of incorporation or organization) |
(I.R.S.
Employer Identification No.) |
3 West Garden Street, Suite 407
Pensacola, FL 32502
(Full mailing address of principal executive offices)
(516) 931-1090
(Issuer’s telephone number, including area code)
Item 1. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Use of Terms
Except as otherwise indicated by the context and for the purposes of this report only, references in this report to “we,” “us,” “our,” “our company,” the “Company” or “Baker Global” refer to Baker Global Asset Management Inc., a New York corporation.
Special Note Regarding Forward Looking Statements
Certain information contained in this report includes forward-looking statements. The statements herein which are not historical reflect our current expectations and projections about our future results, performance, liquidity, financial condition, prospects and opportunities and are based upon information currently available to us and our interpretation of what is believed to be significant factors affecting the businesses, including many assumptions regarding future events.
Forward-looking statements are generally identifiable by use of the words “may,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. Actual results, performance, liquidity, financial condition, prospects and opportunities could differ materially from those expressed in, or implied by, these forward-looking statements as a result of various risks, uncertainties and other factors. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the risks outlined under “Item 1. Business—Risk Factors” included in our most recent Annual Report on Form 1-K, and matters described in this report generally. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this report will in fact occur.
Potential investors should not place undue reliance on any forward-looking statements. Except as expressly required by the federal securities laws, there is no undertaking to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason.
Overview
We are a holding company that owns all of the issued and outstanding capital stock of Benjamin Securities, Inc., or Benjamin and BGIC Inc., or BGIC. Benjamin is a boutique investment firm established in 1977 and has been a FINRA licensed broker-dealer since 1979 and a registered investment advisor registered with the SEC since 1987. BGIC is our subsidiary which established in 2024 as a proprietary investment vehicle. On May 24, 2022, FINRA granted the application of Benjamin to expand its business to include investment banking services, and the application was confirmed complete by FINRA on October 20, 2022. Our broker-dealer business engages in the purchase and sales of securities for individuals, high net worth individuals and retirement plans with typical investable assets in the range of $100,000 to $5,000,000 in exchange for a commission and our investment advisory business serves the same type of clients for a fee based on a percentage of assets under management. We do not have a minimum account size; rather, we aim to establish long-term relationships with our customers. Our investment strategy is that of the classic value investor, seeking growth and dividends compounding returns for long-term capital appreciation and income. We typically select individual stocks or bonds for our clients based on value, sustainable earnings growth and consistent dividends over time. Investments are diversified across industries and geographical regions and each customer’s portfolio is custom designed based on age, risk tolerance and other personal objectives.
Growth Strategies
Our strategy is to grow our core businesses of asset management and advisory services. We believe that asset management is one of the fastest growing segments of the financial services industry. Not only will we focus on internal growth of our asset management and advisory services business, but we will also consider acquiring other advisory firms that not only fit with our strategy, but present favorable returns on invested capital.
We intend to expand our investment banking services, as well as principal investments and trading. Investment banking represents an opportunity for us as a member of a selling group, as an underwriter, as well as in mergers and acquisitions advisory work.
In addition, we will be looking to expand our geographic reach. We believe there is plenty of growth opportunity by expanding our geographic reach nationally, as well as internationally.
Recent Developments
On November 13, 2023, we conducted an initial closing of this offering, pursuant to which we sold 58,960 shares of our common stock at a price of $5.00 per share, for gross proceeds to our company of $294,800.
On July 12, 2024, we conducted a final closing of this offering, pursuant to which we sold 73,100 shares of our common stock at a price of $5.00 per share, for gross proceeds to our company of $365,500.
1
Results of Operations
Comparison of Six Months Ended December 31, 2025 and December 31, 2024
The following table sets forth key components of our results of operations during the six months ended December 31, 2025 and December 31, 2024.
| For Six Months Ended December 31, 2025 and December 31, 2024 | ||||||||
| 2025 (unaudited) | 2024 (unaudited) | |||||||
| Revenue: | ||||||||
| Commissions | $ | 201,775 | $ | 532,218 | ||||
| Advisory fees | 246,260 | 8,964,455 | ||||||
| Other | 50,963 | 245,967 | ||||||
| Income from Investment in Benjamin Securities | - | - | ||||||
| Total revenue | $ | 498,997 | $ | 9,742,640 | ||||
| Expenses: | ||||||||
| Employee compensation and related payroll taxes | $ | 251,989 | $ | 241,948 | ||||
| Commissions and clearance | 113,020 | 6,794,749 | ||||||
| Professional fees | 85,322 | 1,159,509 | ||||||
| Other | 51,741 | 639,826 | ||||||
| Meals, entertainment and auto | 31,629 | 52,320 | ||||||
| Occupancy | 32,285 | 48,752 | ||||||
| Exchange fees and dues | 4,785 | 18,587 | ||||||
| Dues and subscriptions | 5,632 | 27,357 | ||||||
| Data services | 15,928 | 17,772 | ||||||
| Telephone | 4,495 | 6,412 | ||||||
| Interest expense | 4,771 | 40,330 | ||||||
| Total expenses | $ | 601,597 | $ | 9,047,562 | ||||
| Current Taxes | $ | - | $ | 256,521 | ||||
| Net profit | $ | (102,600 | ) | $ | 438,557 | |||
For the six months ended December 31, 2025, we generated revenue in the amount of $498,997 and our expenses totaled $601,597, which consisted primarily of compensation for employee and related payroll taxes, commissions and clearance, professional fees and other expenses incurred in connection with general operations. As a result of the foregoing, our net loss for the six months ended December 31, 2025 was $102,600.
For the six months ended December 31, 2024, we generated revenue in the amount of $9,742,640 and our expenses totaled $9,047,562, which consisted primarily of commissions and clearance, professional fees and other expenses incurred in connection with general operations. As a result of the foregoing, our net profit for the six months ended December 31, 2024 was $438,557.
2
Liquidity and Capital Resources
As of six months ended December 31, 2025, we had cash and cash equivalents in the amount of $2,051,910. The following table sets forth a summary of our cash flows for the periods presented:
| Six Months Ended | ||||||||
| December 31, 2025 | December 31, 2024 | |||||||
| Net cash provided by (used in) operating activities | $ | (313,081 | ) | $ | 795,499 | |||
| Net cash provided by (used in) financing activities | (119,158 | ) | 630,364 | |||||
| Cash and cash equivalents at beginning of period | 2,490,853 | 1,912,933 | ||||||
| Cash and cash equivalents at end of period | $ | 2,051,910 | $ | 3,337,342 | ||||
Net cash used in operating activities was $313,081 for the six months ended December 31, 2025, as compared to net cash provided by operating activities of $795,499 for the six months ended December 31, 2024. The principal use of cash for operating activities was to fund our operating expenses during our development of the Company.
Net cash used in financing activities was $119,158 for the six months ended December 31, 2025, as compared to net cash provided by financing activities of $630,364 for the six months ended December 31, 2024. The principal use of cash for financing activities was to fund dividend payments, note payable reductions, and lease payments.
Net cash at the beginning of the period was $2,490,853 for the six months ended December 31, 2025 and at the end of such period was $2,051,910, as compared to $1,912,933 at the beginning of the period for the six months ended December 31, 2024 and $3,337,342 at the end of such period.
Net cash decreased by $438,943 during the six months ended December 31, 2025, as compared to an increase of $1,424,409 for the six months ended December 31, 2024.
Capital Expenditures and Other Obligations
We incurred capital expenditures of $6,704 during the six months ended December 31, 2025 and $1,454 during the six months ended December 31, 2024.
Critical Accounting Policies and Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires our management to make assumptions, estimates and judgments that affect the amounts reported, including the notes thereto, and related disclosures of commitments and contingencies, if any. We have identified certain accounting policies that are significant to the preparation of our financial statements. These accounting policies are important for an understanding of our financial condition and results of operation. Critical accounting policies are those that are most important to the portrayal of our financial condition and results of operations and require management’s difficult, subjective, or complex judgment, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management’s current judgments. We believe the following critical accounting policies involve the most significant estimates and judgments used in the preparation of our financial statements:
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.
3
Use of Estimates
The preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of income and expenses during the reporting period. Accordingly, actual results could differ from those estimates and such differences could be material.
Cash and Cash Equivalents
The Company and its Subsidiary define cash equivalents as highly liquid investments, with original maturities of less than three months that are not held for sale in the ordinary course of business.
Revenue Recognition
Effective July 1, 2018, the Company and its Subsidiaries, adopted ASC Topic 606, Revenue from Contracts with Customers (“ASC Topic 606”). The new revenue recognition guidance 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. 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 variable consideration only to the extent that it is probable 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 and its Subsidiary applied the modified retrospective method of adoption which resulted in no adjustment as of September 1, 2018 to opening members equity. The new revenue recognition guidance does not apply to revenue associated with financial instruments, interest income and expense, leasing and insurance contracts.
Significant Judgement
Significant judgement 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 and its Subsidiary’s progress under the contract; and whether constraints on variable consideration should be applied due to uncertain future events.
Advisory fees
Advisory fees are earned by the Subsidiary for providing general investor-related advice and are earned, in accordance with the terms of their respective contracts, only when performance obligations have been fully met.
Corporate Advisory Fees
Benjamin Securities Inc. offers corporate advisory services, consulting, and investment banking. The firm earns revenues from fees.
Commission Revenue and Related Clearing Expenses
Commissions for brokering securities transaction, and related clearing expenses are recorded by Benjamin Securities Inc. when earned, on a trade date basis.
Other revenue
Other revenue includes interest income and reimbursed postage fees. Postage fee reimbursements are recognized as they are incurred.
4
Receivables and Contract Balances
Receivables arise when the Company and its Subsidiary have an unconditional right to receive payment under a contract with a customer and are derecognized when the cash is received. There are no receivable balances as of December 31, 2025 and December 31, 2024.
Contract assets arise when the revenue associated with the contract is recognized prior to the Company and its Subsidiaries Contract liabilities arise when customers remit contractual cash payments in advance of the Company and its subsidiaries satisfying its performance obligations under the contract and are derecognized when the revenue associated with the contract is recognized when the performance obligation is satisfied.
Due from Clearing Brokers
Deposits with clearing brokers consist of deposits of cash or other short term securities held by other clearing organizations or exchanges.
The carrying amounts approximate their fair value due to their short-term nature. This financial instrument generally has no stated maturities
or has short-term maturities and carries interest rates that approximate market rates.
Income Taxes
The Company and its Subsidiaries are taxed under the provisions of Subchapter C of the Internal Revenue Code. The amount of current and deferred taxes payable is recognized as of the date of the financial statements, utilizing currently enacted tax laws and rates. Deferred tax expenses or benefits are recognized in the financial statements for the changes in deferred tax liabilities or assets between years. The tax years 2025, 2024, 2023, and 2022 remain open to examination by the major taxing jurisdictions to which the entity is subject.
Recently Issued Accounting Pronouncements
In February 2016, the FASB issued ASU No. 2016-02, Leases (“ASU 2016-02”). This update requires all leases with a term greater than 12 months to be recognized on the balance sheet through a right of use asset and a lease liability and the disclosure of key information pertaining to leasing arrangements. This new guidance is effective for years beginning after December 15, 2018, with early adoption permitted. The Company and its Subsidiary are evaluating the effect that ASU 2016-02 will have on its financial statements with related disclosures. The Company and its Subsidiary believe the impact of the ASU is minimal due to the nature of the lease.
Item 2. Other Information
We have no information to disclose that was required to be in a report on Form 1-U during the semiannual period covered by this Form 1-SA, but was not reported.
We are an emerging growth company as that term is used in the Jumpstart Our Business Startups Act of 2012, as amended, and, as such, we have elected to take advantage of certain reduced public company reporting requirements for this prospectus and future filings.
5
Item 3. Financial Statements
INDEX TO FINANCIAL STATEMENTS OF BAKER GLOBAL ASSET MANAGEMENT INC.
| Page | ||
| Unaudited Financial Statements for the Periods July 1, 2024 to December 31, 2024 and July 1, 2025 to December 31, 2025 | ||
| Consolidated Statements of Financial Condition | F-4 | |
| Consolidated Statements of Income | F-5 | |
| Consolidated Statements of Changes in Stockholders’ Equity | F-6 | |
| Consolidated Statements of Cash Flows | F-7 | |
| Notes to Consolidated Financial Statements | F-8 |
F-1
BAKER GLOBAL ASSET MANAGEMENT INC AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIODS JULY 1, 2024 TO DECEMBER 31, 2024 AND JULY 1, 2025 TO DECEMBER 31, 2025
UNAUDITED
F-2
BAKER GLOBAL ASSET MANAGEMENT INC AND SUBSIDIARIES
TABLE OF CONTENTS
FOR THE PERIODS JULY 1, 2024 TO DECEMBER 31, 2024 AND JULY 1, 2025 TO DECEMBER 31, 2025
| Consolidated Financial Statements: | ||
| Consolidated Statements of Financial Condition | F-4 | |
| Consolidated Statements of Income | F-5 | |
| Consolidated Statements of Changes in Stockholders’ Equity | F-6 | |
| Consolidated Statements of Cash Flows | F-7 | |
| Notes to Consolidated Financial Statements | F-8 - F-12 |
F-3
BAKER GLOBAL ASSET MANAGEMENT INC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
DECEMBER 31, 2024 AND DECEMBER 31, 2025
| As of December 31, | ||||||||
| 2025 | 2024 | |||||||
| ASSETS | ||||||||
| Cash | $ | 2,051,911 | $ | 3,337,342 | ||||
| Accounts Receivable | 433,123 | 2,379,092 | ||||||
| Due from clearing brokers | 481,578 | 964,551 | ||||||
| Right of Use Asset - Operating Leases | 168,056 | 215,364 | ||||||
| Securities not readily marketable | 23,167 | 26,629 | ||||||
| Fixed assets | 12,644 | 5,940 | ||||||
| Other assets | 97,013 | 93,442 | ||||||
| Total assets | $ | 3,267,492 | $ | 7,022,359 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | 1,332,827 | $ | 4,854,919 | ||||
| Right of Use Liability - Operating Leases | 168,056 | 215,364 | ||||||
| Note payable | 50,000 | 90,083 | ||||||
| Deferred revenue | 141,478 | 329,954 | ||||||
| Total liabilities | $ | 1,692,361 | $ | 5,490,321 | ||||
| STOCKHOLDERS’ EQUITY: | ||||||||
| Common Stock | 331,930 | 331,930 | ||||||
| Preferred stock | 200,000 | 200,000 | ||||||
| Retained Earnings | 1,043,201 | 1,000,108 | ||||||
| Total stockholders’ equity | $ | 1,575,132 | $ | 1,532,039 | ||||
| Total liabilities and stockholders’ equity | $ | 3,267,492 | $ | 7,022,359 | ||||
The accompanying notes are an integral part of this statement.
F-4
BAKER GLOBAL ASSET MANAGEMENT INC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE PERIODS JULY 1, 2024 TO DECEMBER 31, 2024 AND JULY 1, 2025 TO DECEMBER 31, 2025
| For the period of July 1 to December 31 | ||||||||
| 2025 | 2024 | |||||||
| Revenue: | ||||||||
| Commissions | $ | 201,775 | $ | 532,218 | ||||
| Advisory fees | 246,260 | 8,964,455 | ||||||
| Other | 50,963 | 245,967 | ||||||
| Total revenue | $ | 498,997 | $ | 9,742,640 | ||||
| Expenses: | ||||||||
| Professional fees | $ | 85,322 | $ | 1,159,509 | ||||
| Employee compensation and related payroll taxes | 251,989 | 241,948 | ||||||
| Commissions and clearance | 113,020 | 6,794,749 | ||||||
| Occupancy | 32,285 | 48,752 | ||||||
| Meals, entertainment and auto | 31,629 | 52,320 | ||||||
| Exchange fees and dues | 4,785 | 18,587 | ||||||
| Data services | 15,928 | 17,772 | ||||||
| Dues and subscriptions | 5,632 | 27,357 | ||||||
| Telephone | 4,495 | 6,412 | ||||||
| Interest expense | 4,771 | 40,330 | ||||||
| Other | 51,741 | 639,826 | ||||||
| Total expenses | $ | 601,597 | $ | 9,047,562 | ||||
| Earnings Before Income Tax | (102,600 | ) | 695,078 | |||||
| Current Taxes | ||||||||
| Federal Income Tax | - | (151,808 | ) | |||||
| State Income Tax | - | (104,713 | ) | |||||
| - | (256,521 | ) | ||||||
| Deferred Taxes | ||||||||
| Federal Income Tax | - | - | ||||||
| State Income Tax | - | - | ||||||
| Net Income | $ | (102,600 | ) | $ | 438,557 | |||
The accompanying notes are an integral part of this statement.
F-5
BAKER GLOBAL ASSET MANAGEMENT INC AND SUBSIDIARIES
CONDOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE PERIODS JULY 1, 2024 TO DECEMBER 31, 2024 AND JULY 1, 2025 TO DECEMBER 31, 2025
| Preferred Stock Amount | Common Stock Amount | Retained Earnings | Total Stockholder’s Equity | |||||||||||||
| Balance at December 31, 2024 | $ | 200,000 | $ | 331,930 | $ | 1,000,108 | $ | 1,532,038 | ||||||||
| Net Income | $ | 1,052,926 | $ | 1,052,926 | ||||||||||||
| Return of Capital | $ | - | $ | (682,063.00 | ) | $ | (682,063 | ) | ||||||||
| Dividend Paid | $ | - | $ | (173,703 | ) | $ | - | $ | (173,703 | ) | ||||||
| Preferred stock dividends and adjustments | $ | - | $ | - | $ | (154,067 | ) | $ | (154,067 | ) | ||||||
| Balance at December 31, 2025 | $ | 200,000 | $ | 158,227 | $ | 1,216,904 | $ | 1,575,131 | ||||||||
The accompanying notes are an integral part of this statement.
F-6
BAKER GLOBAL ASSET MANAGEMENT INC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE PERIODS JULY 1, 2024 TO DECEMBER 31, 2024 AND JULY 1, 2025 TO DECEMBER 31, 2025
| July 1, 2024 through | July 1, 2025 through | |||||||
| December 31, 2024 | December 31, 2025 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net Income (Loss) | $ | 438,557 | $ | (102,600 | ) | |||
| Adjustments to reconcile net income to net cash provided
by operating activities (Increase) decrease in operating assets: | ||||||||
| Due from clearing brokers | (327,627 | ) | (137,014 | ) | ||||
| Securities not readily marketable | 29,154 | 6,636 | ||||||
| Other assets | (94,039 | ) | (863 | ) | ||||
| Increase (decrease) in operating liabilities: | ||||||||
| Accounts payable and accrued expenses | 419,500 | (54,240 | ) | |||||
| Deferred revenue | 329,954 | (25,000 | ) | |||||
| Net cash provided by operating activities | 795,499 | (313,081 | ) | |||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Purchase of fixed assets | (1,454 | ) | (6,704 | ) | ||||
| Net cash used in investing activities | (1,454 | ) | (6,704 | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Preferred dividends paid | 45,000 | (31,767 | ) | |||||
| Decrease in notes payable | 370,000 | (40,083 | ) | |||||
| Lease payments | 215,364 | (47,308 | ) | |||||
| Net cash used in financing activities | 630,364 | (119,158 | ) | |||||
| NET (DECREASE) INCREASE IN CASH | 1,424,409 | (438,943 | ) | |||||
| CASH AT BEGINNING OF THE YEAR | 1,912,933 | 2,490,853 | ||||||
| CASH AT END OF THE YEAR | $ | 3,337,342 | $ | 2,051,910 | ||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||||||
| Cash paid during the year for: | ||||||||
| Interest and penalties | ||||||||
| Income taxes | ||||||||
| NON-CASH INVESTING AND FINANCING ACTIVITY | ||||||||
| Right of Use Asset - Operating Leases | $ | 215,364 | $ | 168,056 | ||||
| Right of Use Liability - Operating Leases | $ | 215,364 | $ | 168,056 | ||||
The accompanying notes are an integral part of this statement.
F-7
BAKER GLOBAL ASSET MANAGEMENT INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIODS JULY 1, 2024 TO DECEMBER 31, 2024 AND JULY 1, 2025 TO DECEMBER 31, 2025
| 1. | Organization and Nature of Business |
Baker Global Asset Management, Inc. (the “Company”) is a Corporation that was formed in the state of New York and commenced operations on May 12, 2010. The Company wholly-owns Benjamin Securities, Inc., and BGIC Inc. (the “Subsidiaries”).
Benjamin Securities, Inc. acts as an introducing broker, and its activities consist of accepting customer orders for equity and fixed income securities that are executed and processed by the clearing broker and providing advisory services to its customers.
BGIC is a subsidiary of Baker Global Asset Management, Inc. established in 2024 as a proprietary investment vehicle. All significant intercompany transactions have been eliminated in the consolidated financial statements presented.
| 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.
Use of estimates
The preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of income and expenses during the reporting period. Accordingly, actual results could differ from those estimates and such differences could be material.
Cash and cash equivalents
The Company and its Subsidiaries define cash equivalents as highly liquid investments, with original maturities of less than three months that are not held for sale in the ordinary course of business.
Revenue recognition
Effective July 1, 2018, the Company and its Subsidiaries, adopted ASC Topic 606, Revenue from Contracts with Customers (“ASC Topic 606”). The new revenue recognition guidance 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. 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 variable consideration only to the extent that it is probable 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 and its Subsidiaries applied the modified retrospective method of adoption which resulted in no adjustment as of September 1, 2018 to opening members equity. The new revenue recognition guidance does not apply to revenue associated with financial instruments, interest income and expense, leasing and insurance contracts.
F-8
BAKER GLOBAL ASSET MANAGEMENT INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIODS JULY 1, 2024 TO DECEMBER 31, 2024 AND JULY 1, 2025 TO DECEMBER 31, 2025
| 2. | Significant Accounting Policies (continued) |
Revenue Recognition (continued)
Significant Judgement
Significant judgement 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 and its subsidiaries’s progress under the contract; and whether constraints on variable consideration should be applied due to uncertain future events.
Advisory fees
Advisory fees are earned by Benjamin Securities Inc. for providing general investor-related advice and are earned, in accordance with the terms of their respective contracts, only when performance obligations have been fully met.
Corporate Advisory Fees
Benjamin Securities Inc. offers corporate advisory services, consulting, and investment banking. The firm earns revenues from fees paid by the corporate customers for these services, as well as underwriting fees and selling concessions. The fees are earned when the performance obligations of the engagement are fulfilled by the Company.
Commission Revenue and Related Clearing Expenses
Commissions for brokering securities transaction, and related clearing expenses are recorded by Benjamin Securities Inc. when earned, on a trade date basis.
Other revenue
Other revenue includes interest income and reimbursed postage fees. Postage fee reimbursements are recognized as they are incurred.
Disaggregation of Revenue
All of the Company and its Subsidiaries revenues for the periods ending December 31, 2025 and December 31, 2024 have been disaggregated on the Statement of Income.
Receivables and Contract Balances
Receivables arise when the Company and its Subsidiaries have an unconditional right to receive payment under a contract with a customer and are derecognized when the cash is received.
Contract assets arise when the revenue associated with the contract is recognized prior to the Company and its Subsidiaries unconditional right to receive payment under a contract with a customer (i.e., unbilled receivable) and are derecognized when either it becomes a receivable or the cash is received. Contract assets are reported in the Consolidated Statement of Financial Condition.
Contract liabilities arise when customers remit contractual cash payments in advance of the Company and its subsidiaries satisfying its performance obligations under the contract and are derecognized when the revenue associated with the contract is recognized when the performance obligation is satisfied.
| 3. | Due from clearing brokers |
Deposits with clearing brokers consist of deposits of cash or other short term securities held by other clearing organizations or exchanges. The carrying amounts approximate their fair value due to their short-term nature. This financial instrument generally has no stated maturities or has short-term maturities and carries interest rates that approximate market rates.
F-9
BAKER GLOBAL ASSET MANAGEMENT INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIODS JULY 1, 2024 TO DECEMBER 31, 2024 AND JULY 1, 2025 TO DECEMBER 31, 2025
| 4. | Leases |
In February 2016, the FASB issued ASU No. 2016-02, Leases (“ASU 2016-02”). This update requires all leases with a term greater than 12 months to be recognized on the balance sheet through a right of use asset and a lease liability and the disclosure of key information pertaining to leasing arrangements. This new guidance is effective for years beginning after December 15, 2018, with early adoption permitted. The Company and its subsidiaries are evaluating the effect that ASU 2016-02 will have on its financial statements with related disclosures. The Company and its subsidiaries believe the impact of the ASU is minimal due to the nature of the lease.
| 5. | Financial Instruments with Off-Balance Sheet Risk |
In the normal course of business, Benjamin Securities Inc. customer activities involve the execution and settlement of various customer securities transactions. The activities may expose the Company and its Subsidiaries to off-balance-sheet risk in the event the customer or the other broker is unable to fulfill its contracted obligations and the Subsidiaries has to purchase or sell the financial instrument underlying the contract at a loss. The Subsidiaries does not carry the accounts of their customers and does not process or safekeep customer funds or securities, and is therefore exempt from rule 15c3-3 of the Securities and Exchange Commission.
| 6. | Concentration of Credit Risk |
Cash
The Company and its Subsidiaries maintain principally all cash balances in two financial institution which, at times, may exceed the amount insured by the Federal Deposit Insurance Corporation. The exposure to the Company and its Subsidiaries is solely dependent upon daily bank balances and the strength of the financial institution. The Company and its Subsidiaries have not incurred any losses on this account. At December 31, 2025 and December 31, 2024, the amount in excess of insured limits were $1,098,178 and $2,393,173, respectively.
| 7. | Fair Value of Financial Instruments |
The Company complies with FASB ASC 820 “Fair Value Measurements and Disclosures,” for assets and liabilities measured at fair value on a recurring basis. ASC 820 accomplishes the following key objectives:
Defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date; establishes a three-level hierarchy (the “Valuation Hierarchy”) for fair value measurements; requires consideration of the Company’s creditworthiness when valuing liabilities; and expands disclosures about instruments measured at fair value.
The Valuation Hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. A financial instrument’s categorization within the Valuation Hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
F-10
BAKER GLOBAL ASSET MANAGEMENT INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIODS JULY 1, 2024 TO DECEMBER 31, 2024 AND JULY 1, 2025 TO DECEMBER 31, 2025
| 7. | Fair Value of Financial Instruments (continued) |
The three levels of the Valuation Hierarchy and the distribution of the Company’s financial assets within it are as follows:
Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 – inputs to the valuation methodology included quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement.
A financial instrument’s level within the fair value hierarchy is based upon the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment by the Company. The Company considers observable data to be market data which is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market. The following is a summary of the financial assets measured at fair value as of December 31, 2025:
| Description | Level 1 | Level 2 | Level 3 | |||||||||
| Securities not readily marketable | $ | - | $ | - | $ | 23,167 | ||||||
Financial instruments are carried at market value on the Statement of Financial Condition. These instruments include cash and cash equivalents, accounts receivable, accrued expenses and other liabilities, and deferred revenue.
There were no transfers between Level measurements during the period ended December 31, 2025 and December 31, 2024. There were no other financial assets or liabilities measured at fair value under ASC 820 as of December 31, 2025 and December 31, 2024.
| 8. | Commitments: Operating Lease |
In February 2016, the FASB established Topic 842, Leases, by issuing Accounting Standards Update (ASU) No. 2016-02, which requires lessees to recognize leases on-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 standard established a right-of-use model (“ROU”) that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer 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.
As of December 31, 2025, the Company has a right-of-use asset totaling $168,056 from recording of the lease liability, which is reflected on the firm’s financial statements.
On July 1, 2024, the Company entered into a 5-year lease agreement for office space in Pensacola, Florida. In November 2023, the Company entered into an 18-month lease agreement for office space in Miami, Florida. In April, 2024, the Company entered into a 5-year lease agreement for office space in Albany, New York. The leases are secured by a total of $11,500 deposit held by the respective landlords, which is included in the other assets on the statement of financial condition.
F-11
BAKER GLOBAL ASSET MANAGEMENT INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIODS JULY 1, 2024 TO DECEMBER 31, 2024 AND JULY 1, 2025 TO DECEMBER 31, 2025
| 8. | Commitments: Operating Lease (continued) |
As of December 31, 2025 and 2024, the rent expense was $47,308 and $26,437 respectively.
Maturity Analysis and Reconciliation to the Statement of Financial Position
A summary of the future lease payments for operating leases, reconciled to the lease liabilities recorded at December 31, 2025 as follows:
| Operating Leases | ||||
| 2026 | $ | 48,187 | ||
| 2027 | $ | 49,093 | ||
| 2028 | $ | 50,026 | ||
| 2029 and thereafter | $ | 26,750 | ||
| Total Long-term lease obligations | $ | 174,056 | ||
The weighted average remaining lease term is 3 years and 5 months, and the weighted average discount rate used was the five year treasury rate of 3.72% as of December 31, 2025.
| 9. | Income taxes |
The Company is taxed under the provisions of Subchapter C of the Internal Revenue Code. The amount of current and deferred taxes payable is recognized as of the date of the financial statements, utilizing currently enacted tax laws and rates. Deferred tax expenses or benefits are recognized in the financial statements for the changes in deferred tax liabilities or assets between years. The tax years 2023, 2022 and 2021 remain open to examination by the major taxing jurisdictions to which the entity is subject.
The Company accounts for uncertainties in income taxes under the provisions of the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) (“Topic”) 740-10-05, Accounting for Uncertainty in Income Taxes. The Topic clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. The Topic prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Topic provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.
As of December 31, 2025, the Company had accrued tax liability in the amount of $531,420 and as of December 31, 2024
$189,312 respectively.
As of December 31, 2025 and 2024, the Company had an accrued deferred tax asset in the amount of $55,000.
| 10. | Note Payable |
The Company has one note payable as of December 31, 2025 in the amount of $50,000.
| 11. | Capital Structure |
The Company’s equity capital consists of the following. As of December 31, 2025, Baker Global Asset Management Inc. had 100,000,000 shares authorized. Common stock shares issued and outstanding as of December 31, 2025 were 1,960,000 and preferred stock shares issued and outstanding were 200,000. Common stock shares issued and outstanding as of December 31, 2024 were 1,960,000 and preferred stock shares issued and outstanding were 200,000.
Holders of Preferred Stock receive a 10% dividend which is accrued annually and paid with the availability of funds.
As of December 31, 2025, all dividend payment obligations have been paid.
| 12. | Subsequent Events |
The Company and its Subsidiaries have evaluated events subsequent to the statement of financial condition date for items requiring recording or disclosure in the Consolidated financial statements. The evaluation was performed through the date the financial statements were available to be issued.
F-12
Item 4. Exhibits
6
SIGNATURES
Pursuant to the requirements of Regulation A, the issuer has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: June 18, 2026 | BAKER GLOBAL ASSET MANAGEMENT, INC. | |
| /s/ William Thomas Baker | ||
| Name: | William Thomas Baker | |
| Title: | CEO, President and Chief Compliance Officer | |
Pursuant to the requirements of Regulation A, this report has been signed below by the following persons on behalf of the issuer and in the capacities and on the dates indicated.
| SIGNATURE | TITLE | DATE | ||
| /s/ William Thomas Baker | CEO, President and Chief Financial Officer | June 18, 2026 | ||
| William Thomas Baker | (principal
executive officer and principal financial and accounting officer) |
7
Serious News for Serious Traders! Try StreetInsider.com Premium Free!
You May Also Be Interested In
- CFI backs community-led research in the North with $10 million in investments
- Boutiqaat Positioned for a New Era of Expansion Following Reported IPO Plans
- Crypto VC Deal Count Just Hit a Five-Year Low. The Projects Still Raising Have One Thing in Common.
Create E-mail Alert Related Categories
SEC FilingsSign up for StreetInsider Free!
Receive full access to all new and archived articles, unlimited portfolio tracking, e-mail alerts, custom newswires and RSS feeds - and more!
