UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
1−K
ANNUAL
REPORT PURSUANT TO REGULATION A
OF
THE SECURITIES ACT OF 1933
For
the fiscal year ended August 31, 2024
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)
Common
Stock
Title
of each class of securities issued pursuant to Regulation A
TABLE
OF CONTENTS
Except
as otherwise indicated by the context and for the purposes of this report only, references in this report to “we,” “us,”
“our” or “our company” refer to Baker Global Asset Management Inc., a New York corporation.
Special
Note Regarding Forward-Looking Statements
This
annual report and the documents incorporated by reference herein contain, in addition to historical information, certain “forward-looking
statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as
amended, or the Exchange Act, that include information relating to future events, future financial performance, strategies, expectations,
competitive environment, regulation and availability of resources. These forward-looking statements include, without limitation: statements
concerning predictions, expectations, estimates or forecasts for our business, financial and operating results and future economic performance;
statements of management’s goals and objectives; trends affecting our financial condition, results of operations or future prospects;
statements regarding our financing plans or growth strategies; statements concerning litigation or other matters; and other similar expressions
concerning matters that are not historical facts. Words such as “may,” “will,” “should,” “could,”
“would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,”
“future,” “intends,” “plans,” “believes” and “estimates,” and similar expressions,
as well as statements in future tense, identify forward-looking statements.
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. If we do update one or more forward-looking statements, no inference should be drawn that
we will make additional updates with respect to those or other forward-looking statements. Potential investors should not make an investment
decision based solely on our company’s projections, estimates or expectations.
The
specific discussions herein about our company include future expectations about our company’s business. The expectations are presented
in this annual report only as a guide about future possibilities and do not represent actual amounts or assured events. All estimates
are based exclusively on our company management’s own assessment of its business, the industry in which it works and the economy
at large and other operational factors, including capital resources and liquidity, financial condition, fulfillment of contracts and
opportunities. The actual results may differ significantly from our expectations.
ITEM 1. BUSINESS
Our
Company
We
are a holding company that owns all of the issued and outstanding capital stock of Benjamin Securities, Inc., or Benjamin. 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. 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.
Our
Industry
We
believe there is significant growth, profit potential, and opportunity in the financial services industry over the near and long term.
Growth in overall economic activity, growth in investable funds, and globalization of the world economy over the long term should continue
to provide growth in the financial services industry. While the future economic environment may not be as favorable as recent history,
we believe these trends will result in long term growth for the financial services industry.
Our
Services
Benjamin
is currently engaged in the Registered Investment Advisory business where we provide investment selection, securities purchases, and
securities sales services for our clients under a fee agreement. These agreements generally pay us a percentage of assets under management,
which aligns our goals of increased revenue with the clients’ goals of asset growth.
We
are also engaged in the securities brokerage business where we provide advice and order execution services for a commission.
Benjamin
also provides investment banking and capital markets advisory services as well as marketing and sales support for capital market transactions.
Our
Customer Base
Our
typical customer has between $100,000 and $5,000,000 in investable assets. We believe this market presents opportunity as it is generally
underserved by the larger investment firms. Also, many firms that handle accounts in this asset range do not actively manage the assets.
Our
capital markets clients are typically smaller companies that need investment banking services too small for larger firms.
Competitive
Strengths
Competition
is strong in the financial services industry. We compete against small local brokers and asset managers, as well as large, multinational
banks, Investment Banking firms, and large asset managers. We believe that we distinguish ourselves by maintaining strong client relationships.
In
asset management and securities brokerage, we believe that the methodology we use in making investment decisions (using earnings estimates
for one and three year periods as well as price to earnings ratios to calculate what we consider to be a fair market range for the stocks
we invest in distinguishes us from many of the smaller or regional asset managers.
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.
Our
Sales and Marketing Strategy
To
date, we have not engaged in any substantial sales and marketing activity and have not invested any significant capital or time seeking
to obtain new clients through marketing efforts. Almost all of our clients come through referrals from other clients and others in the
industry that we have relationships with. In the future, we plan to increase our business development efforts through participating in
industry conferences, enhancing our website, engaging potential clients through social media, advertising and engaging in other customary
sales and marketing activities.
Our
Intellectual Property
We
do not own any material intellectual property.
Employees
and Contractors
We
currently have 7 full-time employees and 5 part-time employees. Most of our full-time and part-time employees are located in New York
or Florida. We also rely on independent contractors in the areas of legal and accounting.
Regulation
Our
business, as well as the financial services industry generally, is subject to extensive regulation in the United States and elsewhere.
As a matter of public policy, regulatory bodies in the United States and the rest of the world are charged with safeguarding the integrity
of the securities and other financial markets and with protecting the interests of participants in those markets. In the United States,
the SEC is the federal agency responsible for the administration of the federal securities laws. Benjamin, our wholly-owned subsidiary,
is registered as a broker-dealer with the SEC and is a FINRA member and it is also registered in 19 states. Accordingly, Benjamin is
subject to regulation and oversight by the SEC and FINRA, a self-regulatory organization, which is itself subject to oversight by the
SEC and which adopts and enforces rules governing the conduct, and examines the activities, of its member firms. State securities regulators
also have regulatory or oversight authority over Benjamin. Our business may also be subject to regulation by foreign governmental and
regulatory bodies and self-regulatory authorities in other countries.
Broker-dealers
are subject to regulations that cover all aspects of the securities business, including sales methods, trade practices among broker-dealers,
use and safekeeping of customers’ funds and securities, capital structure, record-keeping, the financing of customers’ purchases
and the conduct and qualifications of directors, officers and employees. In particular, as a registered broker- dealer and member of
various self-regulatory organizations, Benjamin is subject to the SEC’s uniform net capital rule, Rule 15c3-1 of the Exchange Act,
which specifies the minimum level of net capital a broker-dealer must maintain and also requires that a significant part of its assets
be kept in relatively liquid form. The SEC and various self-regulatory organizations impose rules that require notification when net
capital falls below certain predefined criteria, limit the ratio of subordinated debt to equity in the regulatory capital composition
of a broker-dealer and constrain the ability of a broker-dealer to expand its business under certain circumstances. Additionally, the
SEC’s uniform net capital rule imposes certain requirements that may have the effect of prohibiting a broker-dealer from distributing
or withdrawing capital and requiring prior notice to the SEC for certain withdrawals of capital.
The
SEC has adopted rule amendments that establish alternative net capital requirements for broker-dealers that are part of a consolidated
supervised entity. As a condition to its use of the alternative method, a broker-dealer’s ultimate holding company and affiliates
(referred to collectively as a “consolidated supervised entity”) must consent to group-wide supervision and examination by
the SEC. If we elect to become subject to the SEC’s group-wide supervision, we will be required to report to the SEC computations
of our capital adequacy.
The
effort to combat money laundering and terrorist financing is a priority in government policy with respect to financial institutions.
The USA PATRIOT Act of 2001 contains anti-money laundering and financial transparency laws and mandates the implementation of various
regulations applicable to broker-dealers and other financial services companies, including standards for verifying client identification
at account opening, and obligations to monitor client transactions and report suspicious activities.
Through
these and other provisions, the USA PATRIOT Act of 2001 seeks to promote the identification of parties that may be involved in terrorism
or money laundering. Anti-money laundering laws outside the United States contain some similar provisions.
The
obligation of financial institutions, including us, to identify their customers, watch for and report suspicious transactions, respond
to requests for information by regulatory authorities and law enforcement agencies, and share information with other financial institutions,
has required the implementation and maintenance of internal practices, procedures and controls which have increased, and may continue
to increase, our costs, and any failure with respect to our programs in this area could subject us to serious regulatory consequences,
including substantial fines and, potentially, other liabilities.
Certain
of our businesses are subject to compliance with laws and regulations of the United States, state governments, foreign governments and
their respective agencies and/or various self- regulatory organizations or exchanges relating to the privacy of client information, and
any failure to comply with these regulations could expose us to liability and/or reputational damage.
Additional
legislation, changes in rules promulgated by the SEC and self-regulatory organizations or changes in the interpretation or enforcement
of existing laws and rules, either in the United States or elsewhere, may directly affect the mode of our operation and profitability.
Legal
Proceedings
We
know of no existing or pending legal proceedings against us, nor are we involved as a plaintiff in any proceeding or pending litigation.
There are no proceedings in which any of our directors, officers or any of their respective affiliates, or any beneficial stockholder,
is an adverse party or has a material interest adverse to our interest.
Description
of Property
Our
principal offices are located at 3 West Garden Street, Suite 407, Pensacola, FL 32502. We lease our office space under a lease which
currently goes through June 30, 2029 and are currently paying a monthly rental rate of $2,406.25. This monthly rent will increase annually
by 3% over each prior year’s rate, beginning with the first increase on July1, 2025.
We
also have an office at 421 New Karner Road, 2nd Floor, Suite 6, Albany, NY 12205. We lease our office space under a lease
which currently goes through March 31, 2029 and currently pay a monthly rental rate of approximately $1,500.
We
have an office located at 1110 Brickell Avenue, Suite 510, Miami, FL 33131. We lease our office space under a lease which currently goes
through November 5, 2025 and currently pay a monthly rental rate of approximately $4,000.
We
believe that the properties have been adequately maintained, are generally in good condition, and are suitable and adequate for our business.
We
do not currently lease or own any other real property.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
We
are a holding company that owns all of the issued and outstanding stock of Benjamin Securities, Inc., or Benjamin. 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. 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. We have begun to engage in investment banking service
and generate revenue. 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. We are classic value investors seeking growth and
dividends compounding returns for long-term capital appreciation and income. We typically select individual stocks or bonds 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.
For
the fiscal years ended August 31, 2024, and August 31, 2023, our operations experienced significant changes in revenue, expenses, and
net income. This section discusses our financial condition and results of operations, focusing on key drivers of performance and areas
requiring further explanation.
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.
Emerging
Growth Company
Upon
the completion of this offering, we may elect to become a public reporting company under the Exchange Act. We will qualify as an “emerging
growth company” under the JOBS Act. As a result, we will be permitted to, and intend to, rely on exemptions from certain disclosure
requirements. For so long as we are an emerging growth company, we will not be required to:
| ● | have
an auditor report on our internal controls over financial reporting pursuant to Section 404(b)
of the Sarbanes-Oxley Act; |
| ● | comply
with any requirement that may be adopted by the Public Company Accounting Oversight Board
regarding mandatory audit firm rotation or a supplement to the auditor’s report providing
additional information about the audit and the financial statements (i.e., an auditor discussion
and analysis); |
| ● | submit
certain executive compensation matters to shareholder advisory votes, such as “say-on-pay”
and “say-on-frequency;” and |
| ● | disclose
certain executive compensation related items such as the correlation between executive compensation
and performance and comparisons of the CEO’s compensation to median employee compensation. |
In
addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period
provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging
growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.
We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable
to those of companies that comply with such new or revised accounting standards.
We
will remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal
year in which our total annual gross revenues exceed $1.235 billion, (ii) the date that we become a “large accelerated filer”
as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common shares that is held by non-affiliates
exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have
issued more than $1 billion in non-convertible debt during the preceding three year period.
Results
of Operations
Comparison
of Fiscal Years Ended August 31, 2024 and 2023
The
following table sets forth key components of our results of operation for the fiscal years ended August 31, 2024 and August 31, 2023:
| | |
For The Years Ended
August 31, 2024 and 2022 | |
| | |
2024 | | |
2023 | |
| Revenue: | |
| | |
| |
| Commissions | |
$ | 568,924 | | |
$ | 201,239 | |
| Advisory fees | |
| 21,549,882 | | |
| 9,287,056 | |
| Other | |
| (160,616 | ) | |
| 6,496 | |
| Total revenue | |
| 21,958,190 | | |
| 9,494,791 | |
| | |
| | | |
| | |
| Expenses: | |
| | | |
| | |
| Professional fees | |
| 1,878,405 | | |
| 365,913 | |
| Employee compensation and related payroll taxes | |
| 698,786 | | |
| 436,908 | |
| Commissions and clearance | |
| 16,149,036 | | |
| 5,175,810 | |
| Occupancy | |
| 108,588 | | |
| 45,696 | |
| Meals, entertainment and auto | |
| 98.478 | | |
| 55,869 | |
| Exchange fees and dues | |
| 84,276 | | |
| 45,020 | |
| Data services | |
| 18,061 | | |
| 14,190 | |
| Dues and subscriptions | |
| 29,650 | | |
| 12,892 | |
| Telephone | |
| 29,171 | | |
| 13,476 | |
| Interest expense | |
| 44,883 | | |
| 47,433 | |
| Other | |
| 2,217,271 | | |
| 1,643,347 | |
| Total expenses | |
| 21,356,605 | | |
| 7,856,554 | |
| | |
| | | |
| | |
| Earnings Before Income Tax | |
| 601,585 | | |
| 1,638,237 | |
| Less Federal and State Income Tax | |
| (306,609 | ) | |
| (303,594 | ) |
| Net profit | |
$ | 294,976 | | |
$ | 1,334,643 | |
For the year ended August 31, 2024, we generated
revenue in the amount of $21,958,190 and our expenses totaled $21,356,605 which consisted primarily of compensation for employees and
consultants, professional fees and other expenses incurred in connection with general operations. As a result of the foregoing, our net
profit for the year ended August 31, 2024 was $294,976.
For the year ended August 31, 2023, we generated
revenue in the amount of $9,494,791 and our expenses totaled $7,856,554, which consisted primarily of compensation for employees and consultants,
professional fees and other expenses incurred in connection with general operations. As a result of the foregoing, our net profit for
the year ended August 31, 2023 was $1,334,643.
Liquidity
and Capital Resources
As of August 31, 2024, we had cash and cash equivalents in
the amount of $3,148,913 and total liabilities of $5,567,868. The following table sets forth a summary of our cash flows for the periods
presented:
| | |
Year Ended August 31, | |
| | |
2024 | | |
2023 | |
| Net cash provided by (used in) operating activities | |
$ | 2,900,768 | | |
| 495,796 | |
| Net cash provided by (used in) financing activities | |
| (256,970 | ) | |
| (25,000 | ) |
| Cash and cash equivalents at beginning of period | |
| 505,115 | | |
| 34,319 | |
| Cash and cash equivalents at end of period | |
$ | 3,148,913 | | |
$ | 505,115 | |
Off-Balance
Sheet Arrangements
As
of August 31, 2024, we did not have any off-balance sheet arrangements.
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 Subsidiary, 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.
Commission
Revenue and Related Clearing Expenses
Commissions
for brokering securities transaction, and related clearing expenses are recorded by the Subsidiary 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 year ended August 31, 2024 and 2023 have been disaggregated on the Statement of
Income.
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 August 31, 2024 and 2023.
Contract
assets arise when the revenue associated with the contract is recognized prior to the Company and its Subsidiary’s 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. As of August 31, 2024
and 2023, contract asset balances were $0.
Contract
liabilities arise when customers remit contractual cash payments in advance of the Company and its Subsidiary 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. As of August 31, 2024 and 2023 there were no contract liabilities.
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 Subsidiary 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 2023, 2022 and 2021 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 3. DIRECTORS AND OFFICERS
Directors
and Executive Officers
The
following table sets forth the name and position of each of our current executive officers and directors.
| Name |
|
Position |
|
Age |
|
Term
of Office |
|
Approximate
hours per week
for part-time
employees |
| William Thomas Baker |
|
Chief Executive Officer,
President, Chief Financial Officer and Director |
|
62 |
|
Since
2010 |
|
N/A |
William
Thomas Baker, CEO, President, CFO and Director
William
Thomas Baker has served as our Chief Executive Officer, President, Chief Financial Officer and our sole director since our inception
in 2010 and has served as President and Chief Compliance Officer of the Company’s subsidiary, Benjamin Securities since August
2011.
Directors
are elected until their successors are duly elected and qualified.
There
are no family relationships between any director, executive officer, or any significant employee.
To
the best of our knowledge, none of our directors or executive officers has, during the past five years:
| |
● |
been convicted in a criminal
proceeding (excluding traffic violations and other minor offences); or |
| |
● |
had any petition under
the federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was
appointed by a court for the business or property of such person, or any partnership in which he was general partner at or within
two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within
two years before the time of such filing. |
Compensation
of Directors and Executive Officers
The
following table sets forth the annual compensation of each of the three highest paid persons who were executive officers or directors
during our last completed fiscal year ended August 31, 2024.
| Name | |
Capacities
in which Compensation
was received | |
Cash
compensation ($) | | |
Other
compensation
($) | | |
Total
compensation ($) | |
| William
Thomas Baker | |
Chief
Executive Officer, President and Chief Financial Officer | |
| 505,400 | | |
| 0 | | |
| 505,400 | |
ITEM 4. SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS
The
following tables set forth the ownership, as of the date of this Form 1-K, of our common stock by each person known by us to be the beneficial
owner of more than 5% of our outstanding common stock, our directors, and our executive officers and directors as a group. To the best
of our knowledge, the persons named have sole voting and investment power with respect to such shares, except as otherwise noted. There
are no pending or anticipated arrangements that may cause a change in control.
The
information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of
the SEC and is not necessarily indicative of ownership for any other purpose. Under these rules, a person is deemed to be a “beneficial
owner” of a security if that person has or shares the power to vote or direct the voting of the security or the power to dispose
or direct the disposition of the security. A person is deemed to own beneficially any security as to which such person has the right
to acquire sole or shared voting or investment power within 60 days through the conversion or exercise of any convertible security, warrant,
option or other right. More than one person may be deemed to be a beneficial owner of the same securities. The percentage of beneficial
ownership by any person as of a particular date is calculated by dividing the number of shares beneficially owned by such person, which
includes the number of shares as to which such person has the right to acquire voting or investment power within 60 days, by the sum
of the number of shares outstanding as of such date plus the number of shares as to which such person has the right to acquire voting
or investment power within 60 days. Consequently, the denominator used for calculating such percentage may be different for each beneficial
owner. Except as otherwise indicated below and under applicable community property laws, we believe that the beneficial owners of our
common stock listed below have sole voting and investment power with respect to the shares shown. The business address of the shareholders
is 3 West Garden Street, Suite 407, Pensacola, FL 32502.
| Title
of Class | |
Name
and address of beneficial owner | |
Amount
and
nature of
beneficial
ownership | | |
Amount
and
nature of
beneficial
ownership
acquirable(1) | | |
Percent
of
class(2) | |
| Common
Stock | |
William
Thomas Baker | |
| 850,200 | | |
| - | | |
| 43.378 | % |
| Common
Stock | |
All
directors and officers as a group | |
| 850,200 | | |
| - | | |
| 43.378 | % |
| Common
Stock | |
Peter
Williams | |
| 300,000 | | |
| | | |
| 15.306 | % |
| Common
Stock | |
Gregory
Adams | |
| 199,800 | | |
| | | |
| 10.194 | % |
| (1) | Includes
any securities acquirable within 60 days in accordance with SEC Rule 13d-3(d)(1). |
| (2) | This
table is based upon information derived from our stock records. Unless otherwise indicated
in the footnotes to this table and subject to community property laws where applicable, each
of the shareholders named in this table has sole or shared voting and investment power with
respect to the shares indicated as beneficially owned. Except as set forth above, applicable
percentages are based upon 1,425,000 shares of common stock outstanding as of the date of
this Form 1-K. |
ITEM 5. INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS
There
have not been any transactions since the beginning of our 2021 fiscal year, nor is there any currently proposed transaction, in which
our company was or is to be a participant and the amount involved exceeded or exceeds the lesser of $120,000 and one percent of the average
of our total assets at year-end for the last two completed fiscal years, and in which any related person had or will have a direct or
indirect material interest (other than compensation described under “Compensation of Directors and Executive Officers”).
ITEM 6. OTHER INFORMATION
We
have no information to disclose that was required to be in a report on Form 1-U during the fiscal year ended August 31, 2024 but was
not reported.
ITEM 7. FINANCIAL STATEMENTS
Baker Global Asset Management Inc.
Consolidated Financial Statements
For the years ended August 31, 2024 and 2023
| BAKER
GLOBAL ASSET MANAGEMENT INC AND SUBSIDIARIES |
| CONSOLIDATED FINANCIAL STATEMENTS |
| TOGETHER WITH AUDITORS’ REPORT |
| AS OF AND FOR THE YEARS ENDED AUGUST 31, 2024 AND 2023 |
| BAKER GLOBAL ASSET
MANAGEMENT INC AND SUBSIDIARIES |
| TABLE OF CONTENTS |
| AS OF AND FOR THE YEARS ENDED AUGUST 31, 2024 AND 2023 |
Report
of Independent Registered Public Accounting Firm
To the Shareholders’ and Board of Directors
Baker Global Asset Management, Inc. and Subsidiaries
Pensacola, FL
Opinion on the Financial Statements
We have audited the accompanying
consolidated statement of financial condition of Baker Global Asset Management, Inc. and Subsidiaries as of August 31, 2024 and 2023,
and the related consolidated statements of income, changes in stockholders’ equity and cash flows for the years then ended, and
the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present
fairly, in all material respects, the financial position of Baker Global Asset Management, Inc. and Subsidiaries as of August 31, 2024
and 2023, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally
accepted in the United States of America.
Basis for Opinion
These financial statements are
the responsibility of the entity’s management. Our responsibility is to express an opinion on these financial statements based on
our audits. 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 Baker Global Asset Management, Inc. and Subsidiaries 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 audits in accordance
with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were
we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding
of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s
internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing
procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
financial statements. Our audits 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 audits provides a reasonable basis for
our opinion.
LMHS, P.C.
We have served as Baker Global
Asset Management, Inc. and Subsidiaries’ auditor since 2024.
Norwell, Massachusetts
January 16, 2025
| |
|
| 80 Washington Street, Building S, Norwell, Massachusetts 02061
(781) 878-9111 FX (781) 878-3666 www.lmhspc.com |
 |
| BAKER GLOBAL ASSET MANAGEMENT INC AND
SUBSIDIARIES |
| CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION |
| AUGUST 31, 2024 AND 2023 |
| | |
As of August 31, | |
| | |
2024 | | |
2023 | |
| ASSETS | |
| | |
| |
| Cash | |
$ | 3,148,913 | | |
$ | 505,115 | |
| Accounts Receivable | |
| 2,423,854 | | |
| 2,330,250 | |
| Due from clearing brokers | |
| 629,683 | | |
| 1,442,845 | |
| Securities not readily marketable | |
| 447 | | |
| 447 | |
| Other assets | |
| 325,529 | | |
| 171,554 | |
| Total assets | |
$ | 6,528,426 | | |
$ | 4,450,211 | |
| | |
| | | |
| | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |
| | | |
| | |
| Liabilities: | |
| | | |
| | |
| Accounts payable and accrued expenses | |
$ | 5,246,796 | | |
$ | 3,017,575 | |
| Note payable | |
| 90,083 | | |
| 460,084 | |
| Long term liabilities | |
| 230,989 | | |
| 50,000 | |
| Total liabilities | |
$ | 5,567,868 | | |
$ | 3,527,659 | |
| | |
| | | |
| | |
| STOCKHOLDERS’ EQUITY: | |
| | | |
| | |
| Common Stock | |
| 331,930 | | |
| 2,900 | |
| Preferred stock | |
| 200,000 | | |
| 686,000 | |
| Retained Earnings | |
| 428,628 | | |
| 233,652 | |
| Total stockholders’ equity | |
$ | 960,558 | | |
$ | 922,552 | |
| Total liabilities and stockholders’ equity | |
$ | 6,528,426 | | |
$ | 4,450,211 | |
The accompanying notes are an integral
part of this statement.
| BAKER
GLOBAL ASSET MANAGEMENT INC AND SUBSIDIARIES |
| CONSOLIDATED STATEMENTS OF INCOME |
| AS OF AND FOR THE YEARS ENDED AUGUST 31, 2024 AND 2023 |
| | |
For The Year Ended
August 31, | |
| |
2024 | | |
2023 | |
| Revenue: | |
| | |
| |
| Commissions | |
$ | 568,924 | | |
$ | 201,239 | |
| Advisory fees | |
| 21,549,882 | | |
| 9,287,056 | |
| Other | |
| (160,616 | ) | |
| 6,496 | |
| Total revenue | |
$ | 21,958,190 | | |
$ | 9,494,791 | |
| | |
| | | |
| | |
Expenses: | |
| | | |
| | |
| Professional fees | |
$ | 1,878,405 | | |
$ | 365,913 | |
| Employee compensation and related payroll taxes | |
| 698,786 | | |
| 436,908 | |
| Commissions and clearance | |
| 16,149,036 | | |
| 5,175,810 | |
| Occupancy | |
| 108,588 | | |
| 45,696 | |
| Meals, entertainment and auto | |
| 98,478 | | |
| 55,869 | |
| Exchange fees and dues | |
| 84,276 | | |
| 45,020 | |
| Data services | |
| 18,061 | | |
| 14,190 | |
| Dues and subscriptions | |
| 29,650 | | |
| 12,892 | |
| Telephone | |
| 29,171 | | |
| 13,476 | |
| Interest expense | |
| 44,883 | | |
| 47,433 | |
| Other | |
| 2,217,271 | | |
| 1,643,347 | |
| Total expenses | |
$ | 21,356,605 | | |
$ | 7,856,554 | |
| Earnings Before Income Tax | |
| 601,585 | | |
| 1,638,237 | |
| Less Federal and State Income Tax | |
| (306,609 | ) | |
| (303,594 | ) |
| Net Income | |
$ | 294,976 | | |
$ | 1,334,643 | |
The accompanying notes are an integral
part of this statement.
| BAKER
GLOBAL ASSET MANAGEMENT INC AND SUBSIDIARIES |
| CONDOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY |
| AS OF AND FOR THE YEARS ENDED AUGUST 31, 2024 AND 2023 |
| | |
Preferred Stock
Amount | | |
Common Stock
Amount | | |
Retained
Earnings | | |
Total
Stockholder’s
Equity | |
| Balance at August 31, 2022 | |
$ | 598,015 | | |
$ | 2,900 | | |
$ | (988,006 | ) | |
$ | (387,091 | ) |
| Net Income | |
$ | - | | |
$ | - | | |
$ | 1,334,643 | | |
$ | 1,334,643 | |
| Redemption of Preferred Stock | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
| Issuance of common stock | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
| Preferred stock dividends and adjustments | |
$ | 87,985 | | |
$ | - | | |
$ | (112,985 | ) | |
$ | (25,000 | ) |
| Balance at August 31, 2023 | |
$ | 686,000 | | |
$ | 2,900 | | |
$ | 233,652 | | |
$ | 922,552 | |
| Net Income | |
| | | |
| | | |
$ | 294,976 | | |
$ | 294,976 | |
| Redemption of Preferred Stock | |
$ | (486,000 | ) | |
$ | - | | |
$ | - | | |
$ | (486,000 | ) |
| Issuance of common stock | |
$ | - | | |
$ | 329,030 | | |
$ | - | | |
$ | 329,030 | |
| Preferred stock dividends and adjustments | |
$ | - | | |
$ | - | | |
$ | (100,000 | ) | |
$ | (100,000 | ) |
| Balance at August 31, 2024 | |
$ | 200,000 | | |
$ | 331,930 | | |
$ | 428,628 | | |
$ | 960,558 | |
The accompanying notes are an integral part of this statement.
| BAKER
GLOBAL ASSET MANAGEMENT INC AND SUBSIDIARIES |
| CONSOLIDATED STATEMENTS OF CASH FLOWS |
| AS OF AND FOR THE YEARS ENDED AUGUST 31, 2024 AND 2023 |
| | |
For The Year Ended
August 31, | |
| | |
2024 | | |
2023 | |
| CASH FLOWS FROM OPERATING ACTIVITIES: | |
| | | |
| | |
| Net income | |
$ | 294,976 | | |
$ | 1,334,643 | |
| Adjustments to reconcile net income to net cash used in operating activities: | |
| | | |
| | |
| (Increase) decrease in operating assets: | |
| | | |
| | |
| Accounts receivables | |
| (93,604 | ) | |
| (2,330,250 | ) |
| Due from clearing brokers | |
| 813,161 | | |
| (1,315,043 | ) |
| Loan receivables | |
| - | | |
| - | |
| Securities not readily marketable | |
| - | | |
| 55,077 | |
| Other assets | |
| (153,975 | ) | |
| (129,438 | ) |
| Increase (decrease) in operating liabilities: | |
| | | |
| | |
| Accounts payable and accrued expenses | |
| 2,229,221 | | |
| 2,830,807 | |
| Sub loan payable | |
| (50,000 | ) | |
| - | |
| loans payable | |
| (370,000 | ) | |
| 50,000 | |
| Long term liabilities | |
| 230,989 | | |
| - | |
| Net cash used in operating activities | |
| 2,900,768 | | |
| 495,796 | |
| | |
| | | |
| | |
| CASH FLOWS FROM FINANCING ACTIVITIES: | |
| | | |
| | |
| Common Stock | |
| 329,030 | | |
| - | |
| Preferred Stock | |
| (486,000 | ) | |
| - | |
| Dividends paid and adjustments | |
| (100,000 | ) | |
| (25,000 | ) |
| | |
| | | |
| | |
| Net cash (used in) provided by financing activities | |
| (256,970 | ) | |
| (25,000 | ) |
| | |
| | | |
| | |
| NET (DECREASE) INCREASE IN CASH | |
| 2,643,798 | | |
| 470,796 | |
| | |
| | | |
| | |
| CASH AT BEGINNING OF THE YEAR | |
| 505,115 | | |
| 34,319 | |
| | |
| | | |
| | |
| CASH AT END OF THE YEAR | |
$ | 3,148,913 | | |
$ | 505,115 | |
| | |
| | | |
| | |
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |
| | | |
| | |
| Cash paid during the year for: | |
| | | |
| | |
| Interest and penalties | |
$ | 500 | | |
$ | - | |
| Income taxes | |
$ | 115,000 | | |
$ | 23,946 | |
The accompanying notes are an integral part of this statement.
| BAKER
GLOBAL ASSET MANAGEMENT INC AND SUBSIDIARIES |
| NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
| AS OF AND FOR THE YEARS ENDED AUGUST 31, 2024 AND 2023 |
| 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., was incorporated under the
laws of the State of Delaware, is a broker-dealer registered with the Securities and Exchange Commission (“SEC”) and is a member
of the Financial Industry Regulatory Authority (“FINRA”). The Company does not clear trades or carry customer accounts. The
Company has entered into clearing agreements with unaffiliated registered broker-dealers (the “clearing brokers”) that are members
of the New York Stock Exchange and other national securities exchanges to provide these services. The clearing brokers are responsible
for customer billing, recordkeeping, custody of securities and securities clearance on a fully disclosed basis.
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.
| BAKER
GLOBAL ASSET MANAGEMENT INC AND SUBSIDIARIES |
| NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
| AS OF AND FOR THE YEARS ENDED AUGUST 31, 2024 AND 2023 |
| 2. | Significant Accounting Policies (continued) |
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.
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 incur
Disaggregation of Revenue
All of the Company and its Subsidiaries revenues for the
year ended August 31, 2024 and 2023 have been disaggregated on the
Statement of Income.
| BAKER
GLOBAL ASSET MANAGEMENT INC AND SUBSIDIARIES |
| NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
| AS OF AND FOR THE YEARS ENDED AUGUST 31, 2024 AND 2023 |
| 2. | Significant Accounting Policies (continued) |
Revenue recognition (continued)
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
Contract liabilities arise when customers remit contractual
cash payments in advance of the Company and its subsidiaries
| 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.
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 2024, 2023, 2022, and 2021 remain open to
examination by the major taxing jurisdictions to which the entity is subject.
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.
| 6. | 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.
| BAKER
GLOBAL ASSET MANAGEMENT INC AND SUBSIDIARIES |
| NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
| AS OF AND FOR THE YEARS ENDED AUGUST 31, 2024 AND 2023 |
| 7. | 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 August 31, 2024 and August
31, 2023, the amount in excess of insured limits were $1,471,943 and $403, respectively.
| 8. | 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.
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 August 31, 2024:
| Description | |
Level 1 | | |
Level 2 | | |
Level 3 | |
| Securities not readily marketable | |
$ | - | | |
$ | - | | |
$ | 447 | |
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 August 31, 2024. There were no other financial assets or liabilities measured at fair value under ASC 820 as of August
31, 2024.
| BAKER GLOBAL ASSET MANAGEMENT INC AND SUBSIDIARIES |
| NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
| AS OF AND FOR THE YEARS ENDED AUGUST 31, 2024 AND 2023 |
| 9. | 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 August 31, 2024, the Company has a right-of-use asset
totaling $230,989 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.
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 August 31, 2024, the Company had accrued tax liability
in the amount of $519,206.
As of August 31, 2024, the Company had an accrued deferred
tax asset in the amount of $55,000.
The Company entered into a note and warrant agreement
with a third party (“the Holder”) on July 19, 2019 which was then amended on September 30, 2020. The Holder purchased an unsecured
promissory note (the “Note”) issued by the Company in the amount of $370,000, at an interest rate of 10% per annum. In connection
with such purchase of the Note, the Holder also received a warrant for the purchase of such number of shares of the Common Stock of the
Company, no par value per share that is equal to the quotient of $37,000 divided by the price per share at which securities of the Company
are sold in its next planned offering under Reg A of the Act or any other public or private offering of its securities (the “Warrant”).
The Note and accrued interest was $40,083 as of August 31, 2024 and $410,083 as of August 31, 2023. Accrued interest due on this loan
was $185,000 and $148,000 as of August 31, 2024 and 2023 respectively.
On October 27, 2022, the company entered into a note
in the amount of $50,000, payable interest only at 1% per month. The note was originally a one year term and was extended for an addiitonal
year in 2023 and 2004.
The Company has two notes payable as of August 31, 2024 in
the amount of $90,083.
| BAKER GLOBAL ASSET MANAGEMENT INC AND SUBSIDIARIES |
| NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
| AS OF AND FOR THE YEARS ENDED AUGUST 31, 2024 AND 2023 |
The Company’s equity capital consists of the following.
As of August 31, 2024, Baker Global Asset Management Inc. had 100,000,000 shares authorized. Common stock shares issued and outstanding
as of August 31, 2024 were 1,960,000 and preferred stock shares issued and outstanding were 200,000. Common stock shares issued and outstanding
as of August 31, 2023 were 1,832,940 and preferred stock shares issued and outstanding were 686,000.
Holders of Preferred Stock receive a 10% dividend which is
accrued annually and paid with the availability of funds.
As of August 31, 2024, all dividend payment obligations have
been paid.
| 13. | Prior Period Adjustment |
During the review of the Company’s financial statements
for the year ended August 31, 2024, it was determined that a material error occurred while recording accrued interest and interest expense
resulting in overstatement of the firm’s net income. This error has been corrected by recording the accrued interest in 2023 and
2022, respectively, which reduced the opening balance of retained earnings. The prior year financial statementes have been adjusted to
reflect the correction of an error for unrecorded interest expense on the note payable referred to in Footnote 11. The year ended August
31, 2023 was adjusted to record $37,000 in interest expense as well as the related reduction to income tax expense of $11,000. The beginning
balance of retained earnings at September 1, 2022 was adjusted to record $111,000 of accrued interest and retained earnings net of the
related reduction in income taxes for $33,000. The net effect was a reduction in retained earnings of $78,000 at September 1, 2022.
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 8.
EXHIBIT
| 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. |
| 6.4* |
|
Lease Agreement dated July 3, 2024 between One Palafox Place, LLC and Benjamin Securities Inc. |
| 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: January 17, 2025 |
BAKER GLOBAL ASSET MANAGEMENT, INC. |
| |
|
|
| |
By: |
/s/ William
Thomas Baker |
| |
|
William
Thomas Baker
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 |
|
January 17, 2025 |
| William Thomas Baker |
|
(principal executive officer
and
principal financial and accounting officer) |
|
|
13
Exhibit 6.3
Exhibit 6.4
Baker Global Asset Manag... (QB) (USOTC:BAKR)
Historical Stock Chart
From Feb 2025 to Mar 2025
Baker Global Asset Manag... (QB) (USOTC:BAKR)
Historical Stock Chart
From Mar 2024 to Mar 2025
