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.
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.
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.
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.
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.
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 |
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
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 |
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.
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.
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.
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.
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.
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.
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
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.
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.
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.
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.
The
Company has one note payable as of December 31, 2025 in the amount of $50,000.
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.
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.
Item
4. Exhibits
| Exhibit No. |
|
Description |
| 2.1 |
|
Restated
Certificate of Incorporation of Baker Global Asset Management Inc., incorporated by reference to the Company’s Regulation A
Offering Statement on Form 1-A as filed with the SEC on April 20, 2023 |
| 2.2 |
|
Bylaws
of Baker Global Asset Management Inc., incorporated by reference to the Company’s Regulation A Offering Statement on Form 1-A
as filed with the SEC on April 20, 2023 |
| 4 |
|
Form
of Subscription Agreement, incorporated by reference to the Company’s Regulation A Offering Statement on Form 1-A as filed
with the SEC on April 20, 2023 |
| 6.1 |
|
10%
Unsecured Promissory Note between Baker Global Asset Management, Inc. and MJC Builders of Knollwood, Inc. dated July 16, 2019, incorporated
by reference to the Company’s Regulation A Offering Statement on Amendment No. 2 to Form 1-A as filed with the SEC on June
7, 2023 |
| 6.2
|
|
Lease Agreement dated October 30, 2023 between Brigantia LLC and Benjamin Securities Inc., incorporated by reference to the Company’s Form 1-K as filed with the SEC on February 8, 2024 |
| 6.3 |
|
Lease
Agreement dated April 1, 2024 between Rosetti Associates and Benjamin Securities Inc., incorporated by reference to the Company’s
Form 1-K as filed with the SEC on January 17, 2025 |
| 6.4 |
|
Lease
Agreement dated July 3, 2024 between One Palafox Place, LLC and Benjamin Securities Inc., incorporated by reference to the Company’s
Form 1-K as filed with the SEC on January 17, 2025 |
| 6.5
|
|
Placement
Agent Agreement dated April 19, 2023 between Baker Global Asset Management, Inc. and Alexander Capital, L.P., incorporated by reference
to the Company’s Regulation A Offering Statement on Form 1-A as filed with the SEC on April 20, 2023 |
| 6.6
|
|
Fully
Disclosed Clearing Agreement dated August 20, 2013 between RBC Capital Markets, LLC and Benjamin Securities, Inc., incorporated by
reference to the Company’s Regulation A Offering Statement on Form 1-A as filed with the SEC on April 20, 2023 |
| 6.7
|
|
FINRA
Membership Agreement CRD No. 7754 with respect to Benjamin Securities, Inc. dated June 14, 2022, incorporated by reference to the
Company’s Regulation A Offering Statement on Form 1-A as filed with the SEC on April 20, 2023 |
| 6.8 |
|
Amendment
to Placement Agent Agreement dated May 18, 2023 between Baker Global Asset Management, Inc. and Alexander Capital, L.P., incorporated
by reference to the Company’s Regulation A Offering Statement on Amendment No. 1 to Form 1-A as filed with the SEC on May 19,
2023 |
| 6.9 |
|
Form
of Lock-Up Agreement, incorporated by reference to the Company’s Regulation A Offering Statement on Amendment No. 1 to Form
1-A as filed with the SEC on May 19, 2023 |
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) |
|
|
