BRIA CAPITAL GROUP - FORM ADV PART 2A

ITEM 1 Cover Page DISCLOSURE BROCHURE THE INVESTMENT ADVISERS ACT OF 1940 RULE 203-1 Part 2A of Form ADV: Firm Brochure OFFICES OF CONVENIENCE By Appointment 3630 W. Kennedy Blvd. Tampa, Florida 33609 P: 813.448.3662 339 6th Avenue West Suite 33 Bradenton, Florida 34205 P: 813.448.1122 3490 East Lake Road Suite B Palm Harbor, Florida 34685 P: 727.771.1200 CORPORATE HEADQUARTERS Principal Office & Mailing Address 2044 Ashley Oaks Circle, #102 Wesley Chapel, Florida 33544 Firm IARD/CRD #: 175258 BRIA Capital Group, LLC REG ISTERED IN VESTMEN T ADVISOR Contact Information P: 813.448.1122 F: 813.837.5209 Jonathan@BriaCG.com www.BriaCG.com B R O C H U R E D A T E D This Disclosure Brochure provides information about the qualifications and business practices of BRIA Capital Group, LLC, which should be considered before becoming a client. You are welcome to contact us if you have any questions about the contents of this brochure – our contact information is listed to the right. Additional information about BRIA Capital Group, LLC is also available on the SEC’s website at www.adviserinfo.sec.gov. October 1, 2026 The information contained in this Disclosure Brochure has not been approved or verified by the United States Securities and Exchange Commission or by any State Securities Administrator. Furthermore, the term “registered investment advisor” is not intended to imply that BRIA Capital Group, LLC has attained a certain level of skill or training. Form ADV Part 2A Page 1 of 19  DISCLOSURE BROCHURE I MATERIAL CHANGES T E M 2 Since its last Form ADV filing on March 30th, 2026, Bria Capital Group, LLC (“BRIA” or the “Firm”) has made the following material updates to this Disclosure Brochure: ▪ ▪ ▪ Item 4: Our service offerings have been updated to include access to estate planning services. Item 5: Our fees have been updated to disclose fee minimums and fees related to assistance with estate planning services. Item 7: We have updated the minimum account size required to establish an advisory relationship. Page 2 of 19  DISCLOSURE BROCHURE I TABLE OF CONTENTS T E M 3 ITEM 1 Cover Page 1 ITEM 2 Material Changes 2 ITEM 3 Table of Contents 3 ITEM 5 ITEM 4 Advisory Business Who We Are Assets Under Management What We Do Fees & Compensation Discovery Meeting Portfolio Management Fee Financial Planning Fee Performance-Based Fees & Side-By-Side Management ITEM 6 4 4 4 5 7 7 7 9 9 ITEM 7 Types of Clients 10 ITEM 8 Methods of Analysis, Investment Strategies & Risk of Loss Methods of Analysis Investment Strategies Managing Risk ITEM 9 Disciplinary Information 10 10 11 12 13 ITEM 10 Other Financial Industry Activities & Affiliations 13 ITEM 11 ITEM 12 ITEM 13 ITEM 14 ITEM 15 Insurance Company Activities & Affiliations Code of Ethics, Participation or Interest in Client Transactions & Personal Trading Code of Ethics Client Transactions Personal Trading Brokerage Practices Custodial Services Aggregating Trade Orders Review of Accounts Portfolio Management Reviews Financial Planning Reviews Retirement Planning Reviews Client Referrals & Other Compensation Referral Compensation Other Compensation (Indirect Benefit) Financial Planning Compensation Retirement Rollover Compensation Custody 13 14 14 14 15 15 15 15 17 17 17 17 17 17 17 17 17 18 ITEM 16 Management Fee Deduction Investment Discretion 18 19 ITEM 17 Voting Client Securities 19 ITEM 18 Financial Information 19 Page 3 of 19  DISCLOSURE BROCHURE I ADVISORY BUSINESS T E M 4 Who We Are BRIA Capital Group, LLC (hereinafter referred to as “BRIA”, “the Company”, “we”, “us” and “our”) is a fee-based registered investment advisor1, organized as a Florida Limited Liability Company in February 2015, to offer financial services2 designed to assist you, our client3, achieve the financial stability, security, and independence you desire. Owners The following persons control the Company: Name Title CRD# Jonathan M. Briggs Managing Member, President & Chief Compliance Officer 5809575 Our Mission Our mission is to be your trusted advocate! Together we will explore a financial course to fulfill today’s needs, tomorrow’s dreams, and a strategy to build a lasting legacy for future generations. We will do our best to keep you focused on where you want to go, offer advice on how best to get there, and continually remind you of the importance of maintaining a disciplined investment approach to achieve your financial goals Assets Under Management As of December 31, 2025, our assets under management totaled: Discretionary Accounts....................................................... Non-Discretionary Accounts ................................................. $155,129,219 $0 1 The term “registered investment advisor” is not intended to imply that BRIA Capital Group, LLC has attained a certain level of skill or training. It is used strictly to reference the fact that we are “Registered” as an “Investment Advisor” with the Securities and Exchange Commission – and with such other regulatory agencies that may have limited regulatory jurisdiction over our business practices. 2 BRIA Capital Group, LLC is a fiduciary, as defined within the meaning of Title I of the Employer Retirement Income Security Act of 1974 (“ERISA”) and/or as defined under the Internal Revenue Code of 1986 (the “Code”) for any financial services provided to a client who is: (i) a plan participant or beneficiary of a retirement plan subject to ERISA or as described under the Code; or (ii) the beneficial owner of an Individual Retirement Account (“IRA”). 3 A client could be an individual and their family members, a family office, a foundation or endowment, a charitable organization, a corporation and/or small business, a trust, a guardianship, an estate, a retirement plan, or any other type of entity to which we choose to give investment advice. Page 4 of 19  DISCLOSURE BROCHURE What We Do We provide financial solutions that stress the importance of you making fiscally responsible decisions and disciplined economic choices in your personal life, so we can effectively help you maximize wealth, maintain investment exceptions, and minimize risk. Focus of our financial services begins with identifying your standards of living and quality of lifestyle expectations. We will accomplish this through an initial Discovery Meeting where we will review the financial documents we asked you to bring for discussion. Together questions will be asked, information shared, and an evaluation made as to whether we should move to the next step. During the meeting, we will: ❖ Learn about your core values and guiding principles ❖ Seek to understand your financial concerns and how you have been addressing them ❖ Discover your financial objectives and what success looks like for you ❖ Create an internal profile consisting of your current income and expenses, assets, career objectives, investment goals, risk tolerance and investment time horizon, targeted rate of return, and prior investment experience, along with personal information about your relationships, your values, and interests Moving forward from the Discovery Meeting, should you choose to engage us for our financial services, we will begin the process of identifying your life objectives (i.e., core values, family, monetary needs, future plans, etc.). From this we will develop, at minimum, an Investment Policy Statement (“IPS”). We, then, coordinate the financial services you desire and implement a course of action. Our services include: Portfolio Management We will create and manage a diversified portfolio, allocating your assets among various investments taking into consideration your stated investment objectives. Our management strategies are not limited to any specific product or service; however, the majority of our portfolio allocations will utilize a mix of equity (“stock”) positions, fixed-income/debt (“bond”) instruments, Investment Company (“mutual fund”) products, Exchange-Traded Funds (“ETFs”), Closed-End Funds and Certificates of Deposit (“CD”) as appropriate based on your investment objectives and circumstances4 Information regarding our management fee structure is disclosed under “Portfolio Management Fee” in Item 5, “Fees & Compensation” and further description of our investment strategies under Item 8, “Methods of Analysis, Investment Strategies & Risk of Loss.” Financial Planning Financial planning is an essential tool to help navigate unexpected events with the ultimate goal of providing the confidence and security necessary during both the working years (wealth accumulation) and retirement years (wealth distribution) of your life. However, such planning requires a lifetime commitment, not only from you but from us as well, your financial planner. 4 You may, at any time, impose restrictions in writing on the securities we may recommend (i.e., limit the types/amounts of par ticular securities purchased for your account, etc.). Page 5 of 19  DISCLOSURE BROCHURE What is a Financial Plan? Financial planning is an evaluation of the investment and financial options available to you based upon your defined life goals and choices. A well-designed plan is a step-by-step process intended to identify and clarify purpose, personal and family core values, needs, and priorities to align your financial decisions with your goals in all areas of your life and business. Planning includes: 1. Arriving at a series of decisions and action items based on current and future financial circumstances and defined goals and objectives; 2. Projecting the consequences of these decisions for you in the form of an economic plan – a working blueprint; and, Implementing the protocols outlined in the plan to achieve the plan objectives. 3. Once complete, the financial plan, or working blueprint, becomes the benchmark that is used to help us evaluate where you are in achieving your financial goals, needs, and objectives. Financial Planning Composition All forms of financial planning are a mutually defined review, analysis and evaluation of your personal financial needs and goals. In general, our financial planning may encompass one or more of the following areas of financial need as communicated by you: Identify and clarify personal and family core values, mission, vision, and goals. ❖ ❖ Preparation of the financial plan, which encompasses your: Liquidity and asset preservation needs. Financial Statements – Cash Flow and Balance Sheet. Savings and Emergency Reserves. • Current financial situation. • • Wealth accumulation and growth. • Wealth distribution and transfer. More specifically planning may include, but is not limited to, the following modules: • • • Asset Allocation and Investment Portfolio Analysis. • Potential Income Tax consequences in collaboration with your tax advisor. • Risk Management and Insurance Analysis. • Retirement Income Analysis. Long-Term Healthcare. • • Business Succession Planning. ❖ Outline of recommendations, strategies, solutions and resources. ❖ Prioritizing and implementing your personalized financial plan. ❖ Investment consultations that allow us to create and implement a customized investment strategy tailored to your long-term investment goals. • Prepare an investment proposal that will include a written Investment Policy Statement (“IPS”). ❖ Facilitate meetings with you and/or other specialists within our network. ❖ Coordinate and facilitate meetings with family members, business associates, partners or other key individuals to assist with implementing your action plan. Preparing the Financial Plan We gather the necessary information to complete our analysis through personal interviews, review of various documents supplied by you. Information gathered may include statements regarding your current financial status, a list of assets, insurance, wills and/or Page 6 of 19  trust documents, income and expenses, Social Security eligibility, and other information5 based on your financial status and future goals. The fee for preparing a financial plan is disclosed under “Financial Planning Fee” under Item 5, “Fees & Compensation”. Estate Planning Resources Clients can elect to receive ongoing estate planning services as part of their advisory engagement. The Firm provides clients with access to estate planning resources through Wealth.com As part of this ongoing service, we support clients in the creation and implementation of estate planning documents, review the client’s estate plan annually in conjunction with the Firm’s advisory meetings, and provide ongoing support for updates to estate planning documents as the client’s circumstances or estate planning objectives change. The Firm pays fees for access to this platform and does not receive compensation or other financial benefits from Wealth.com for client use of these resources. Because the Firm incurs a cost to make this resource available, the Firm has an incentive to encourage client utilization of the platform to maximize the value of this offering. The Firm addresses this potential conflict by providing access to estate planning resources only when it believes they are beneficial based on a client’s individual circumstances. Clients are not required to use Wealth.com or any other estate planning resource made available by the Firm, and recommendations regarding estate planning resources are based on client needs and objectives. The Firm does not provide legal advice, provide legal opinions, or act as a client’s attorney. I FEES & COMPENSATION T E M 5 Discovery Meeting The Discovery Meeting is offered without cost or obligation after an initial introductory phone call. We schedule this Discovery Meeting for us to learn about each other. The objectives we strive to accomplish with you during this meeting are to: ❖ Diagnose your current financial need; ❖ Address your financial concerns and answer your questions on how we can assist you; ❖ Recommend financial resolutions aimed at lowering costs, reducing risks, increasing expected returns, and/or increasing tax efficiency to improve the likelihood of successfully achieving your goal; ❖ Explain our investment methodology and how our investment strategies work; and, ❖ Explain the benefits of financial planning and how a broad evaluation of your wealth management needs is beneficial beyond just managing your investable assets. From the Discovery Meeting, our objective will be to move forward under an advisory contract. We will prepare the necessary agreements to perform the desired service. If, however, you do not wish to engage us for Portfolio Management services, you will be responsible for implementing any recommendations coming out of the Discovery Meeting. All financial services discussed will have been concluded and we are not responsible to implement the advice or for any on-going supervision, monitoring, and/or reporting. Portfolio Management Fee Portfolio management is provided on an asset-based fee arrangement paid quarterly in advance. Management fees will be calculated based on the aggregate fair market value of your portfolio account(s) on the first business day of the new calendar quarter multiplied by one-fourth (i.e., 2% 5 All information provided by and to you will be kept entirely confidential. Such information will be disclosed to third parties only with mutual written consent or as may be permitted by law. Page 7 of 19   4 = 0.5%) the corresponding annual percentage rate for each portion of your portfolio assets that fall within each tier (see “Billing” below under “Protocols for Portfolio Management” for more information on how the fee is calculated). BRIA charges a management fee to portfolio management clients at an annual rate of 2% of the account’s assets under management. We retain discretion to negotiate the management fee on a client-by-client basis depending on the size, complexity, and nature of the portfolio managed. Fees may vary among clients and similarly situated clients may pay different fees. Clients with less than $250,000 in assets under management are subject to a minimum annual advisory fee of $1,000. The minimum fee may result in a higher effective advisory fee as a percentage of assets under management for clients with smaller account balances. The Firm may waive the minimum fee at its discretion. For new managed accounts opened in mid-quarter, the management fee will be a pro-rated calculation of the Client’s Portfolio to be managed for the current quarterly period. The Company does not make partial refunds of the quarterly fee for asset withdrawals the Client may make during a calendar quarter. All management fees will be fully disclosed to you in an advisory agreement prior to conducting any portfolio management services. Portfolio Management plus Estate Planning Assistance Clients who elect to receive ongoing estate planning services as part of their advisory engagement will be charged an additional annual asset-based fee. The additional fee is calculated using the following tiered fee schedule, with the applicable percentage applied to the portion of assets falling within each applicable tier: Assets under management $0 - 249,999 $250,000-499,999 $500,000-749,999 $750,000-999,999 $1 million+ Annual Percentage of Assets Charge 0.25% 0.01% 0.01% 0.01% 0% The applicable estate planning fee will be calculated and billed in the same manner and at the same frequency as the Firm’s investment advisory fee. Clients are not required to use Wealth.com or any other estate planning resource made available by the Firm. The Firm may waive the fees described above based on the circumstances of the client relationship. Protocols for Portfolio Management Services The following protocols establish how we handle our portfolio management accounts and what you should expect when it comes to: (i) managing your account; (ii) your bill for investment services; (iii) deposits and withdrawals of funds; and (iv) other fees charged to your account(s). Discretion Unless otherwise requested by you, we will establish discretionary trading authority on all management accounts to execute securities transactions at any time without your prior consent or advice. You may, at any time however, impose restrictions, in writing, on our discretionary authority (i.e., limit the types/amounts of particular securities purchased for your account, etc.). Management Fee Exclusions Custodial Fees The above fees for all of our portfolio management services are exclusive of any charges imposed by the custodial firm who has custody of your account; including, but not limited Page 8 of 19  to: (i) any Exchange fees; (ii) certain transfer taxes; (iii) service or account charges, such as, postage/handling fees, electronic fund and wire transfer fees, auction fees, debit balances, margin interest, certain odd-lot differentials and mutual fund short- term redemption fees; and (iv) brokerage and execution costs associated with securities held in your managed account. There can also be other fees charged to your account that are unaffiliated with our management services. Investment Company Fees In addition, all fees paid to us for portfolio management services are separate from any fees and expenses charged on mutual fund shares by the Investment Company or by the investment advisor managing the mutual fund portfolios. These expenses generally include management fees and various fund expense, such as 12b-1 fees. Redemption fees, account fees, purchase fees, contingent deferred sales charges, and other sales load charges may occur but are the exception within managed accounts at institutional custodians. A complete explanation of these expenses charged by the mutual funds/ETFs is contained in each mutual fund’s or ETF’s prospectus. You are encouraged to carefully read the fund prospectus. For more information on the custodial firms that we will recommend to custody your portfolio accounts, see Item 12, “Brokerage Practices”. Termination of Portfolio Management Services To terminate our portfolio management services, either party (you or us), by written notification to the other party, may terminate the advisory agreement at any time. Such notification should include the date the termination will go into effect along with any final instructions on the account (i.e., liquidate the account, finalize all transactions and/or cease all investment activity). In the event termination does not fall on the first/last day of a calendar quarter, you shall be entitled to a pro-rated refund of the prepaid quarterly management fee based upon the number of days remaining in the quarter after the termination notice goes into effect. Once the termination of our advisory services has been implemented, neither party has any obligation to the other – we no longer earn management fees or give investment advice and you become responsible for making your own investment decisions. Financial Planning Fee Financial planning services are offered to portfolio management clients. Financial planning services are included in the Firm’s investment advisory services fee for clients who maintain at least $250,000 in assets under management with the Firm. Portfolio management Clients with less than $250,000 in assets under management who are accepted by the Firm and opt to receive financial planning services are subject to a minimum annual advisory fee of $3,000. The minimum fee may result in a higher effective advisory fee as a percentage of assets under management for clients with smaller account balances. The Fim may waive or modify the minimum fee based on the circumstances of the client relationship. Financial planning fees are negotiable based on the scope and complexity of the services provided and other circumstances of the engagement. I PERFORMANCE-BASED FEES & SIDE-BY-SIDE MANAGEMENT T E M 6 We do not charge fees based on a share of capital gains or the capital appreciation of the assets held in your accounts. Page 9 of 19  I TYPES OF CLIENTS T E M 7 The types of clients we offer advisory services to include individuals, high net worth individuals, and pension and profit sharing plans. Our minimum account size for portfolio management is typically $250,000. BRIA retains the right to negotiate and accept account sizes less than $250,000. See Item 5 for more information on the minimum fees required for each service level. I METHODS OF ANALYSIS,INVESTMENT STRATEGIES & RISK OF LOSS T E M 8 Our portfolio management services are designed to build long-term wealth while maintaining risk tolerance levels acceptable to you. We combine your financial needs and investment objectives, time horizon, and risk tolerance to yield an effective investment strategy. Your portfolio is then tailored to these unique investment parameters utilize a mix of equity (“stock”) positions, fixed- income/debt (“bond”) instruments, Investment Company (“mutual fund”) products, Exchange- Traded Funds (“ETFs”), Closed-End Funds and Certificates of Deposit (“CD”) to achieve the best return on your investment capital Methods of Analysis In analyzing securities to develop an efficient asset allocation portfolio, we will use a combination of analysis techniques to gather information and to guide us in our management decisions. “We like to pray before we buy stocks, not after.” - Sir John Templeton Great improvements in technology have assisted to improve securities analysis, but our greatest asset is the experience and wisdom of our portfolio managers. The following methods of analysis may be included in the managers’ investment selection process, but not limited to, the following: Fundamental Analysis Fundamental analysis considers: efficiency ratios, growth rates, enterprise value, economic conditions, earnings, cash flow, book value projections, industry outlook, politics (as it relates to investments), historical data, price-earnings ratios, dividends, general level of interest rates, company management, debt ratios and tax benefits. RISKS – Fundamental analysis places greater value on the long-term financial structure and health of a company, which may have little to no bearing on what is actually happening in the marketplace. Investing in companies with sound financial data/strength and a history of health returns can be a good long-term investment to hold in your portfolio; however, such fundamental data does not always correlate to the trading value of the stock on the exchanges. In the short-term, the stock can decrease in value as investors trade in other market sectors. Technical Analysis Technical analysis utilizes current and historical pricing information to help us identify trends in the broader domestic and foreign equity and fixed income markets, and in the underlying assets themselves. This may involve the use of various technical indicators, such as moving averages and trend-lines, among others. RISKS – Technical analysis is charting the historical market data of a stock, taking into consideration current market conditions, to forecast the direction of a future stock price rather than using fundamental tools for evaluating a company’s financial strength. Technical analysis focuses on the price movement of a security trading in the marketplace. This is an ideal tool for short-term investing to identify ideal market entry/exit points. However, no market indicator is absolutely reliable, and your investment portfolio can underperform in the short-term should the market indicators be incorrect. Page 10 of 19  Inspire Impact Score Analysis6 Upon request, we can incorporate biblically aligned companies as measured by the Inspire Impact Score™ methodology, Inspire’s globally recognized faith-based investing approach and scoring system (“Inspire Impact Score”)6. The Inspire Impact Score methodology excludes companies involved in areas such as abortion and human trafficking, while awarding positive points to companies exhibiting “best in class” performance in areas such as social impact, labor practices, political action and environmental stewardship. RISKS – The Inspire Impact Score analysis filters placed on portfolio investments may impose restrictions that could potentially affect your overall portfolio performance in relation to other portfolios we manage without such restrictions. Inspire Impact Score analysis may exclude companies from our portfolio that are not consistent with faith-based values and maintain certain areas of integrity. Fundamental analysis provides us with a broad long-term view of a security that begins with determining a company’s value and the strength of its financials while technical analysis is short- term focusing on the statistics generated by market activity. Investment Strategies We are not bound to a specific investment strategy or ideology for the management of your investment portfolio. We understand markets and money made from increased stock values has greater risk (volatility) than money earned from dividends (secure and stable) in income- oriented securities. Our goal is to balance making and earning money by maintaining a disciplined management approach, regardless of the strategy, so as to not sacrifice long-term goals for short- term gains. Asset Allocation Strategy Asset allocation is a broad term used to define the process of selecting a mix of asset classes and the efficient allocation of capital to those assets by matching rates of return to a specified and quantifiable tolerance for risk. Value Investing Strategy Value Investing involves selecting securities that trade for less than their intrinsic values, being more concerned with the business and its fundamentals than other influences on the stock’s price. Value investing is about finding stocks that we believe the market has undervalued. We perform fundamental analysis of a company’s stock looking at both the qualitative (business model, governance, earning potential, target market factors, etc.) and quantitative (ratios, cash flow, dividends, financial statement analysis, etc.) aspects of the company to determine if the business is currently out of favor with the market and the stock price is deflated. Generally, if we find that a company’s fundamentals reveal the stock to be undervalued, we will buy and hold the security for the long term. Bond Portfolio Strategy The primary investment objective of our bond management strategy is to produce a stable rate of current income, consistent with long-term preservation of capital. This objective is met by investing in fixed-income, investment grade securities, including: U.S. government obligations, corporate bonds, mortgage and asset-backed securities, tax-exempt bonds when appropriate, and certificates of deposits. A secondary objective is to take advantage of opportunities to realize capital appreciation by investing in below investment-grade, fixed- income securities and convertible securities. This investment philosophy is a low-risk, passive management technique. We will evaluate the bond portfolio’s performance using the Lehman Brothers U.S. Aggregate Bond Index as a benchmark, along with regular evaluations in regard to duration 6 Inspire Investment is a leading provider of biblically responsible, faith-based environmental, social and governance investments and creator of the globally recognized Inspire Impact Score™ which is used by investors around the world to measure the biblical alignment of their investments according to Biblically Responsible Investing (“BRI”) principals. For more information, visit www.inspireinvesting.com. Page 11 of 19  (interest rate sensitivity), industry and sector weightings, convexity, and yield to maturity, liquidity and quality – the key factors that determine fixed income market performance. Managing Risk The biggest risk to you is the risk that the value of your investment portfolio will decrease due to moves in the market. This risk is referred to as the market risk factor, also known as variability or volatility risk. Other important risk factors: ❖ Interest Rate Risk – Interest rate risk affects the value of bonds more than stocks. Essentially, when the interest rate on a bond begins to rise, the value (bond price) begins to drop; and vice versa, when interest rates on a bond fall, the bond value rises. ❖ Equity Risk – Equity risk is the risk that the value of your stocks will depreciate due to stock market dynamics causing one to lose money. ❖ Currency Risk – Currency risk is the risk that arises from the change in price of one currency against that of another. Investment values in international securities can be affected by changes in exchange rates. ❖ Liquidity Risk – A financial risk where a company is unable to meet short-term financial obligations without selling either hard-assets or finding another way to reduce the discrepancy between cash flow and debt obligations. Inflation Risk – The reduction of purchasing power of investments over time. ❖ ❖ Commodity Risk – Commodity risk refers to the uncertainties of future market values and the size of future income caused by the fluctuation in the prices of commodities (i.e., grains, metals, food, electricity, etc...). ❖ Geopolitical and Macroeconomic Risk - Global financial markets are increasingly interconnected and may be adversely affected by geopolitical events, including but not limited to wars, terrorism, trade disputes, economic sanctions, and changes in international relations. These events may result in market volatility, supply chain disruptions, inflationary pressures, interest rate fluctuations, and reduced liquidity in certain asset classes. In addition, macroeconomic factors such as changes in monetary policy, fiscal policy, inflation, and recessionary conditions may materially impact investment performance. The timing, duration, and impact of such events are inherently uncertain and may adversely affect client portfolios. ❖ Cybersecurity and Technology Risk - The Firm relies on various information systems and third-party service providers, including custodians and technology platforms, to conduct business. Cybersecurity incidents, including unauthorized access, data breaches, or system failures, could result in the loss of confidential information, disruption of operations, or financial loss. While the Firm has implemented measures designed to mitigate such risks, no system is completely secure. ❖ Data and Analytical Risk - The Firm’s investment decisions may rely on third-party data, research, and analytical tools. Inaccuracies, delays, or limitations in such data or tools may adversely affect investment decisions. To the extent the Firm utilizes quantitative tools or technology-assisted analysis, there is a risk that such tools may not perform as intended. The risk factors we have cited here are not intended to be an exhaustive list but are the most common risks your portfolio will encounter. Other risks that we haven’t defined could be political, and over-concentration to name a few. However, notwithstanding these risk factors, the most important thing for you to understand is that regardless of how we analyze securities or the investment strategy and methodology we use to guide us in the management of your investment portfolio, investing in a security involves a risk of loss that you should be willing and prepared to bear; and furthermore, past market performance is no guarantee that you will see equal or better future returns on your investment. Recommendation of Particular Types of Securities We recommend various types of securities depending on a client’s individual investment objectives, financial circumstances, and risk tolerance. Each type of security involves different risks, which may vary depending on the specific investment. The types of securities we may recommend and certain associated risks are described below. Page 12 of 19  Stocks. There are numerous ways of measuring the risk of equity securities (also known simply as "equities" or "stock"). In very broad terms, the value of a stock depends on the financial health of the company issuing it. However, stock prices can be affected by many other factors including, but not limited to the class of stock (for example, preferred or common); the health of the market sector of the issuing company; and the overall health of the economy. In general, larger, better- established companies ("large cap") tend to be safer than smaller start- up companies ("small cap") are but the mere size of an issuer is not, by itself, an indicator of the safety of the investment. Bonds. Corporate debt securities (or "bonds") are typically safer investments than equity securities, but their risk can also vary widely based on the financial health of the issuer; the risk that the issuer might default; when the bond is set to mature; and, whether or not the bond can be "called" prior to maturity. When a bond is called, it may not be possible to replace it with a bond of equal character paying the same rate of return. Exchange-Traded Funds (ETFs). ETFs are traded on exchanges (like stocks) and can lose substantial value. An ETF holds assets such as stocks, bonds, or commodities and is designed to keep its share price close to its net asset value, although deviations can occur. Areas of concern include lack of transparency, conflicts of interest, potentially inadequate regulatory compliance, and complexity. Mutual funds and closed-end funds generally refer to investments that allow money to be pooled with the funds of other investors to purchase stocks, bonds, or other securities. Mutual funds and closed-end funds can lose substantial value. Nearly all mutual funds and closed- end funds have expenses that reduce net-of-fee investment returns. Mutual funds carry the risk of rapid redemptions and forced selling. Closed-end funds carry liquidity risk. Certificates of Deposit (“CD”). CDs are generally a safe type of investment since they are insured by the Federal Deposit Insurance Company (“FDIC”) up to a certain amount. However, because the returns are generally low, there is risk that inflation outpaces the return of the CD. Certain CDs are traded in the marketplace and not purchased directly from a banking institution. In addition to trading risk, when CDs are purchased at a premium, the premium is not covered by the FDIC. I DISCIPLINARY INFORMATION T E M 9 We have no legal or disciplinary events to report. I OTHER FINANCIAL INDUSTRY ACTIVITIES & AFFILIATIONS T E M 1 0 Insurance Company Activities & Affiliations Certain management persons are licensed as life and annuity insurance agents by the State of Florida and as non-resident agents in other states. As agents, these management persons are licensed to sell insurance-related products and earn commissions from the sale of these products. A conflict of interest can potentially occur when these management persons, as trusted advisors managing your portfolio for a fee, recommend you purchase an insurance product in which they will earn a commission. This can create a situation of divided loyalty and the objectivity of the advice rendered could be subjective and create a disadvantage to you. Therefore, keep in mind you are under no obligation to accept these management persons recommendations to purchase insurance related products. You are free to reject their recommendation or, if you need the insurance, to choose the insurance agency, agent, and insurance company from whom to purchase the insurance. However, if you elect to purchase the insurance, regardless of where, and from whom you purchase it, such person will be entitled to earn a commission. The management person of BRIA has a relationship with an insurance marketing organization (“IMO”) in connection with insurance activities conducted separately from the Firm’s investment Page 13 of 19  advisory business. As part of this relationship, the IMO provides credits or other benefits to the individual based on the overall business conducted through that organization. These benefits are not tied to the selection of any particular insurance product, carrier, or compensation arrangement. Some advisory clients also have insurance relationships with supervised persons of BRIA, which creates a conflict of interest because the receipt of such benefits may provide an incentive to recommend insurance products or services. These benefits do not increase the advisory fees paid by clients. BRIA and its supervised persons always acts in the best interest of the client; including with respect to the sale of commissionable products to advisory clients. Clients are in no way required to utilize the services of any representative of BRIA in connection with such individual's insurance activities. For further information on potential conflicts and economic benefits from the activities of these management persons who hold the above licenses, see “Financial Planning Compensation” below under Item 14, “Client Referrals & Other Compensation” of this Brochure. In addition, more information about our management persons who offer investment advice and their insurance activities can be found in their individual “Brochure Supplements”. I CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS & PERSONAL TRADING T E M 1 1 Code of Ethics As a fiduciary, the Company has an affirmative duty to render continuous, unbiased investment advice, and at all times act in your best interest. To maintain this ethical responsibility, we have adopted a Code of Ethics that establishes the fundamental principles of conduct and professionalism expected by all personnel in discharging their duties. This Code is a value- laden guide committing such persons to uphold the highest ethical standards, rooted in the most elementary maxim. Our Code of Ethics is designed to deter inappropriate behavior and heighten awareness as to what is right, fair, just and good by promoting: ❖ Honest and ethical conduct. ❖ Full, fair and accurate disclosure. ❖ Compliance with applicable rules and regulations. ❖ Reporting of any violation of the Code. ❖ Accountability. To help you understand our ethical culture and standards, how we control sensitive information and what steps have been taken to prevent personnel from abusing their inside position, a copy of our Code of Ethics is available for review upon request. Client Transactions We have a fiduciary duty to ensure that your welfare is not subordinated to any interests of ours or of our personnel. The following disclosures are internal guidelines we have adopted to assist us in protecting all of our clientele. Participation or Interest It is against our policies for any owners, officers, directors and employees to invest with you or with a group of clients, or to advise you or a group of clients to invest in a private business interest or other non-marketable investment unless prior approval has been granted by our Chief Compliance Officer, and such investment is not in violation of any SEC and/or State rules and regulations. Insider Trading Policy We comply with the Insider Trading and Securities Fraud Enforcement Act of 1988. We do not share any non-public information with anyone who does not need to know and have established internal controls to guard your personal information. Class Actions, Bankruptcies, and Other Legal Proceedings Policy Page 14 of 19  The Company does not elect to participate in class action lawsuits on your behalf. Such decisions shall remain with you or with an entity you designate. We will neither advise nor act on your behalf in legal proceedings involving companies whose securities are held in your account(s), including, but not limited to, the filing of "Proofs of Claim" in class action settlements. If desired, you may direct us to transmit copies of class action notices to you or a third party or to relate requested claim form information to you or a third party. Upon such direction, we will make commercially reasonable efforts to forward such notices in a timely manner. Personal Trading Employees of ours are permitted to personally invest their own monies in securities, which may also be, from time to time, recommended to you. Sometimes, such investment purchases are independent of, and not connected in any way to, the investment decisions made on your behalf. However, there may be instances where investment purchases for you may also be made, at or about the same time, in an employee’s account. This practice can create a conflict of interest as our employees may benefit from the sale and purchase of those securities. In these situations, we have implemented the following guidelines in order to ensure our fiduciary integrity: 1. No employee acting as an Investment Advisor Representative (“IAR”), or who has discretion over your account, shall buy or sell securities for their personal portfolio(s) where their decision is substantially derived, in whole or in part, by reason of his or her employment, unless the information is also available to the investing public on reasonable inquiry. No employee of ours shall prefer his or her own interest to that of yours or any other advisory client. 2. Our Chief Compliance Officer reviews securities holdings for all our access employees on a regular basis. 3. We require that all employees act in accordance with all applicable Federal and State regulations governing registered investment advisory practices. 4. Bunched orders (See “Aggregating Trade Orders” below under Item 12, “Brokerage Practices”) may include employee accounts. In such cases, priority and advantage will be given to satisfy your order first regardless of the situation. 5. Any individual not in observance of the above may be subject to termination. Personal trading activities are monitored by our Chief Compliance Officer to ensure that such activities do not impact your security or create conflicts of interest. I BROKERAGE PRACTICES T E M 1 2 Custodial Services The Company has established custodial relationships with Charles Schwab & Company, Inc. (“Schwab”). Schwab is a registered broker-dealer (member FINRA/SIPC), offering custodial services through their division Schwab Advisor Services for financial advisors. Schwab’s service to BRIA include custody of securities, trade execution, clearance and settlement of transactions. We are not a subsidiary, or an affiliated entity, of Schwab. We have sole responsibility for investment advice rendered, and our advisory services are provided separately and independently from Schwab. Our recommendation for you to custody your assets Schwab has no direct correlation to the services we receive and the investment advice we offer you, although we do receive economic benefits for which we do not have to pay through our relationship with these institutions that are typically not available to retail clients. This creates an incentive for us to recommend Schwab based on the economic benefits we receive rather than on your interest in receiving most favorable execution. These economic benefits include the following products and services provided without cost or at a discount: ❖ Receipt of duplicate client statements and confirmations; ❖ Research related products and tools; Page 15 of 19  ❖ Consulting services; ❖ Access to a dedicated trading desk; ❖ Access to batch trading (which provides the ability to aggregate securities transactions for execution and then allocate the appropriate shares to accounts); ❖ The ability to have advisory fees deducted directly from accounts; ❖ Access to an electronic communications network for order entry and account information; ❖ Access to mutual funds with no transaction fees and to certain institutional money managers. Direction of Transactions and Commission Rates (Best Execution) We have a fiduciary duty to put your interests before our own, which includes an obligation to seek the best execution of securities transactions on the most favorable terms for the client under the circumstances. We assess best execution holistically, evaluating a range of factors including the broker’s ability to execute trades, any support resources or benefits which aid us in the services we provide to our clients, and the overall quality and cost-effectiveness of broker’s services. Ultimately, we aim to achieve the best qualitative execution for our clients, not just the lowest possible cost, and select brokers whose services are most advantageous in aggregate to achieving the best overall outcome for our clients. The advisory support services we receive from Schwab create an economic benefit to us and a potential conflict of interest to you; in that, our recommendation to custody your account(s) with Schwab may have been influenced by these arrangements/services. This is not the case; we have selected these institutions as our custodian of choice based on a variety of factors, including but not limited to: 1. Their competitive transaction charges, trading platform, and on-line services for account administration and operational support. 2. Their general reputation, trading capabilities, investment inventory, their financial strength, and our personal experience in working with the staff for each financial institution. Since we do not recommend, suggest, or make available a selection of custodians other than Schwab the lowest possible execution cost may not always be achieved. You do not have to accept our recommendation to use Schwab as your custodian. However, if you direct us to use another custodian, we may not be able to provide you complete institutional services and such service may cost you more in transaction fees. Aggregating Trade Orders Our objective in order execution is to act fairly, impartially, and to take all reasonable steps to obtain the best possible results (known as “best execution”) for our clients. Therefore, we typically bunch (aggregate) orders for a block trade when: (i) the bunching of orders is done for the purpose of achieving best execution; and, (ii) no client is systematically advantaged or disadvantaged by bunching the orders. In consideration of these objectives, we will take into account the unique execution factors of the buy/sell order before bunching accounts for a block trade. A few of those factors are: ❖ Security Trading Volume – Bunching orders in a block trade can secure price parity and continuity for our clients during heavy trading activity. ❖ Number of Clients – The fewer the number of client accounts involved in the bunched order may not yield better pricing or order execution; it may be more advantageous to perform an individual market order for each client. In addition, preparing individual market orders, for the small number accounts involved, may be quicker to complete than preparing a bunch order. ❖ Financial Instruments – The type of security involved as well as the complexity of order can affect our ability to achieve best execution. Page 16 of 19  I REVIEW OF ACCOUNTS T E M 1 3 Portfolio Management Reviews Your investment strategies and investments are monitored by Jonathan M. Briggs and reviewed on an on-going basis by the Investment Advisor Representative (“IAR”) managing your account. The general economy, market conditions, and/or changes in tax law can trigger more frequent reviews. Cash needs will be adjusted as necessary. Material changes in your personal/financial situation and/or investment objectives will require additional review and evaluation for us to properly advise you on revisions to previous recommendations and/or services. However, it is your responsibility to communicate these changes for us to make the appropriate corrections to your management account(s). You will receive statements, at least quarterly, from Schwab where your account(s) are held in custody that identifies your current investment holdings, the cost of each of those investments, and their current market values. You will receive a performance report at each meeting. You are encouraged to review the trading activities disclosed on your account statements from these institutions, which summarizes your portfolio account value, current holdings, and all account transactions made during the quarter. It is important for you to review these documents for accurate reporting and to determine whether we are meeting your investment expectations. Financial Planning Reviews The financial planner who prepared your financial plan will work closely with you to be sure the action points identified in the financial plan have been, or are being, properly executed. Once completed, the financial plan should be reviewed at least annually. Material changes in your lifestyle choices, personal circumstances, the general economy, or tax law changes can trigger more frequent reviews. However, it is your responsibility to communicate these changes to us so that the appropriate adjustments can be made. I CLIENT REFERRALS & OTHER COMPENSATION T E M 1 4 Referral Compensation We may directly compensate persons for client referrals provided such persons are qualified and have entered a referral partner’s agreement with us as required by Rule 206(4)-1 of the Investment Adviser Act of 1940, as amended. Under such arrangements, if a referral partner referred you, the referral partner will provide you complete information on our relationship – the relationship between the referral partner and us – and the compensation the referral partner will receive should you choose to open an account. This compensation will be paid solely from our fee and will not result in any additional charge to you. A referral partner is not licensed to give you any investment advice and therefore cannot advise you on the management of your account. A referral partner simply makes an introduction and is compensated only if you were to open a management account with us under these arrangements. Other Compensation (Indirect Benefit) The Company receives an indirect economic benefit from Schwab (See “Custodial Services” above under Item 12, “Brokerage Practices” for more detailed information on what these services and products could be.). Financial Planning Compensation As previously mentioned, certain Investment Advisor Representatives (“IARs”) are commissioned insurance agent (See “Insurance Company Activities & Affiliations” above in Item 10, “Other Financial Industry Activities & Affiliations” for more information.). This creates an incentive Page 17 of 19  for these IARs to recommend only those products in which they will receive a commission. Consequently, loyalties could be divided, and the objectivity of our advice be subjective and create a disadvantage to you. There are also potential conflicts of interest when our IARs suggest outside consultations and professional services (i.e., attorneys, accountants, etc.) to implement certain aspects of an estate or financial plan. Even though the IARs do not share in any fees earned by the outside professionals when implementing a financial plan, it does create an incentive on their part to refer your business to only those professionals that in turn refer potential clients to us. This can eliminate the possibility for you to be referred to someone who may provide equivalent professional services, and possibly at a lower cost. Therefore, to ensure you understand the choices and risks you have in receiving financial planning along with all other investment recommendations, the following disclosures are provided to assist you with your decisions: ❖ Certain aspects of a financial plan require the assistance of a Registered Representative of a broker-dealer to execute transactions. We do not earn commissions; however, the Registered Representative you hire will. ❖ ❖ You are under no obligation to accept the IAR’s advice and purchase the insurance products they recommend. You are free to reject their recommendation and make your own choice. If you decide to implement any insurance recommendations made in the financial plan, the IAR, as a licensed insurance agent, will write the policy through those insurance companies in which they are appointed. In such cases, the IAR will receive the normal commissions associated with such insurance transactions. ❖ You are under no obligation to have any related parties that our IARs recommend prepare planning documents (i.e.; financial, estate, tax, etc). You are free to choose those outside professionals to implement the recommendations made in the financial plan. Notwithstanding such potential conflicts of interest, we strive to serve your best interest and ensure such disclosure is being properly made to you in compliance with the Investment Advisers Act of 1940, Rule 275.206. I CUSTODY T E M 1 5 Management Fee Deduction We do not take possession of or maintain custody of your funds or securities but will simply monitor the holdings within your portfolio and trade your account based on your stated investment objectives and guidelines. Physical possession and custody of your funds and/or securities are maintained with Schwab, as indicated above in Item 12, “Brokerage Practices.” We are however defined as having custody since you have authorized us to deduct our advisory fees directly from your account. To protect you as well as to protect our advisory practice, we have implemented the following regulatory safeguards: ❖ We report to the Securities and Exchange Commission having jurisdiction over our advisory practice that we have custody. ❖ Your funds and securities will be maintained with a qualified custodian (Schwab) in a separate account in your name. ❖ Authorization to withdraw our management fees directly from your account will be approved by you prior to engaging in any portfolio management services. Schwab is required by law to send you, at least quarterly, statements summarizing the specific investments currently held in your account, the value of your portfolio, and account transactions. You are encouraged to review the financial information disclosed in your account statement from Schwab to verify the accuracy and correctness. Certain clients have granted or may in the future grant us the limited power in standing letters Page 18 of 19  of authorization (SLOAs to disburse funds from their custodial accounts to one or more third parties specifically designated by such clients. While we generally are deemed to have custody of such clients’ cash and securities for purposes of Rule 206(4)-2 under the Advisers Act, we do not expect to obtain a surprise examination of such client accounts in accordance with the relief provided by the SEC in a February 21, 2017 no-action letter addressed to the Investment Adviser Association (“SLOA No-Action Letter”). In the event that we no longer comply with all of the conditions for the relief set forth in the SLOA No-Action Letter with respect to a client account, we will cause such client’s cash and securities to be subject to an annual surprise examination in accordance with the requirements of Rule 206(4)-2 under the Advisers Act. We have included all client assets that are subject to a SLOA that result in custody in response to Item 9.A(2) of Part 1 of Form ADV. I INVESTMENT DISCRETION T E M 1 6 Unless otherwise requested by you, we have you complete our advisory agreement, which sets forth our discretionary trading authority to buy and sell securities in whatever amounts are determined to be appropriate for your account and whether such transactions are with, or without, your prior approval. You may, at any time, impose restrictions, in writing, on our discretionary authority (i.e., limit the types/amounts of particular securities purchased for your account, exclude the ability to purchase securities with an inverse relationship to the market, limit our use of leverage, etc.). I VOTING CLIENT SECURITIES T E M 1 7 We do not vote client proxies. You understand and agree that you retain the right to vote all proxies solicited for securities held in your managed accounts. Schwab, the custodian of your managed accounts, will mail you all proxy solicitations. Any proxy solicitations inadvertently received by us will be immediately forwarded to you for your evaluation and decision. If you have specific questions regarding an action being solicited by the proxy that you do not understand, or you want clarification, you may contact us, and we will explain the particulars. Keep in mind we will not advise you in a direction to vote; the ultimate decision on how you vote is your responsibility and left to you to decide. If you would like a copy of our proxy voting policies please contact us at the number on the front of this document. I FINANCIAL INFORMATION T E M 1 8 We are not required to include financial information in our Disclosure Brochure since we will not take physical custody of client funds or securities or bill client accounts six (6) months or more in advance for more than $1200. We are not aware of any current financial conditions that are likely to impair our ability to meet our contractual commitments to you. In addition, the Company has not, nor have any of our officers and directors, been the subject of a bankruptcy petition at any time during the past ten years. END OF DISCLOSURE BROCHURE Page 19 of 19