KOA WEALTH MANAGEMENT, LLC

Koa Wealth Management, LLC a Registered Investment Adviser CRD# 297004 Mailing Address PO Box 231030 Encinitas, CA 92023 (760) 602-6920 www.koawealth.com July 24, 2025 This brochure provides information about the qualifications and business practices of Koa Wealth Management, LLC. If you have any questions about the contents of this brochure, contact us at 760- 602-6920. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. Additional information about Koa Wealth Management, LLC is available on the SEC's website at www.adviserinfo.sec.gov. Koa Wealth Management, LLC is a registered investment adviser. Registration with the United States Securities and Exchange Commission or any state securities authority does not imply a certain level of skill or training. 1  Item 2 Material Changes In this Item, Koa Wealth Management is required to discuss any material changes that have been made to the brochure since the last annual amendment dated March 17, 2024, we have no material changes to report. 2  Item 3 Table of Contents Item 1 Cover Page Item 2 Material Changes Item 3 Table of Contents Item 4 Advisory Business Item 5 Fees and Compensation Item 6 Performance-Based Fees and Side-By-Side Management Item 7 Types of Clients Item 8 Methods of Analysis, Investment Strategies and Risk of Loss Item 9 Disciplinary Information Item 10 Other Financial Industry Activities and Affiliations Item 11 Code of Ethics Item 12 Brokerage Practices Item 13 Review of Accounts Item 14 Client Referrals and Other Compensation Item 15 Custody Item 16 Investment Discretion Item 17 Voting Client Securities Item 18 Financial Information Item 19 Requirements for State-Registered Advisers Item 20 Additional Information Page 1 Page 2 Page 3 Page 4 Page 6 Page 9 Page 9 Page 9 Page 13 Page 13 Page 14 Page 15 Page 19 Page 19 Page 20 Page 21 Page 21 Page 21 Page 21 Page 22 3  Item 4 Advisory Business Description of Firm Koa Wealth Management registered as an investment adviser in May 2018 and is owned by the Michael Souza Revocable Trust and Tytan Wealth, Inc., which are both wholly owned by Michael Souza. While this brochure generally describes the business of Koa Wealth Management, certain sections also discuss the activities of its Supervised Persons, which refer to the Firm's officers, partners, directors (or other persons occupying a similar status or performing similar functions), employees or other persons who provide investment advice on Koa Wealth Management's behalf and are subject to the Firm's supervision or control. Koa Wealth Management offers a variety of advisory services, which include financial planning, investment management, and retirement plan consulting services. Prior to Koa Wealth Management rendering any of the foregoing advisory services, clients are required to enter into one or more written agreements with Koa Wealth Management setting forth the relevant terms and conditions of the advisory relationship (the "Advisory Agreement"). Financial Planning Services Koa Wealth Management offers clients a broad range of financial planning services, which include any or all of the following functions: • Business Planning • Cash Flow Forecasting • Trust and Estate Planning • Financial Reporting Investment Consulting • Insurance Planning • • Retirement Planning • Risk Management • Charitable Giving • Distribution Planning • Tax Planning In performing these services, Koa Wealth Management is not required to verify any information received from the client or from the client's other professionals (e.g., attorneys, accountants, etc.,) and is expressly authorized to rely on such information. Koa Wealth Management recommends certain clients engage the Firm for additional related services, its Supervised Persons in their individual capacities as insurance agents or registered representatives of a broker-dealer and/or other professionals to implement its recommendations. Clients are advised that a conflict of interest exists for the Firm to recommend that clients engage Koa Wealth Management or its affiliates to provide (or continue to provide) additional services for compensation, including investment management services. Clients retain absolute discretion over all decisions regarding implementation and are under no obligation to act upon any of the recommendations made by Koa Wealth Management under a financial planning or consulting engagement. Clients are advised that it remains their responsibility to promptly notify the Firm of any change in their financial situation or investment objectives for the purpose of reviewing, evaluating or revising Koa Wealth Management's recommendations and/or services. 4  Investment Management Services Koa Wealth Management manages client investment portfolios on a discretionary or non-discretionary basis. Koa Wealth Management primarily allocates client assets among various mutual funds, exchange- traded funds ("ETFs"), and individual debt and equity securities, in accordance with their stated investment objectives. In addition, Koa Wealth Management also recommends that certain eligible clients invest in privately placed securities, which may include debt, equity, real estate and/or interests in pooled investment vehicles (e.g., hedge funds, partnerships). Where appropriate, the Firm also provides advice about any type of legacy position or other investment held in client portfolios. Clients can engage Koa Wealth Management to manage and/or advise on certain investment products that are not maintained at their primary custodian, such as variable life insurance and annuity contracts and assets held in employer sponsored retirement plans and qualified tuition plans (i.e., 529 plans). In these situations, Koa Wealth Management directs or recommends the allocation of client assets among the various investment options available with the product. These assets are generally maintained at the underwriting insurance company or the custodian designated by the product's provider. Koa Wealth Management tailors its advisory services to meet the needs of its individual clients and seeks to ensure, on a continuous basis, that client portfolios are managed in a manner consistent with those needs and objectives. Koa Wealth Management consults with clients on an initial and ongoing basis to assess their specific risk tolerance, time horizon, liquidity constraints and other related factors relevant to the management of their portfolios. Clients are advised to promptly notify Koa Wealth Management if there are changes in their financial situation or if they wish to place any limitations on the management of their portfolios. Clients can impose reasonable restrictions or mandates on the management of their accounts if Koa Wealth Management determines, in its sole discretion, the conditions would not materially impact the performance of a management strategy or prove overly burdensome to the Firm's management efforts. The Firm does not participate in a wrap fee program. Retirement Plan Consulting Services Koa Wealth Management offers various consulting services, which do not involve Investment Management Services, to qualified employee benefit plans and their fiduciaries. This suite of institutional services is designed to assist plan sponsors in structuring, managing and optimizing their corporate retirement plans. Each engagement is individually negotiated and customized, and includes any or all of the following services: Investment Selection • Plan Design and Strategy • Plan Review and Evaluation • Executive Planning &Benefits • • Plan Fee and Cost Analysis • Plan Committee Consultation • Fiduciary and Compliance • Participant Education As disclosed in the Advisory Agreement, certain of the foregoing services are provided by Koa Wealth Management as a fiduciary pursuant to Section 3(21)(A)(ii) under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). In accordance with ERISA Section 408(b)(2), each plan 5  sponsor is provided with a written description of Koa Wealth Management's fiduciary status, the specific services to be rendered and all direct and indirect compensation the Firm reasonably expects under the engagement. Rollover Recommendations Effective December 20, 2021 (or such later date as the US Department of Labor ("DOL") Field Assistance Bulletin 2018-02 ceases to be in effect), for purposes of complying with the DOL's Prohibited Transaction Exemption 2020-02 ("PTE 2020-02") where applicable, we are providing the following acknowledgment to you. When we provide investment advice to you regarding your retirement plan account or individual retirement account, we are fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act and/or the Internal Revenue Code, as applicable, which are laws governing retirement accounts. The way we make money creates some conflicts with your interests, so we operate under a special rule that requires us to act in your best interest and not put our interest ahead of yours. Under this special rule's provisions, we must: • Meet a professional standard of care when making investment recommendations (give prudent advice); • Never put our financial interests ahead of yours when making recommendations (give loyal advice); • Avoid misleading statements about conflicts of interest, fees, and investments; • Follow policies and procedures designed to ensure that we give advice that is in your best interest; • Charge no more than is reasonable for our services; and • Give you basic information about conflicts of interest. We benefit financially from the rollover of your assets from a retirement account to an account that we manage or provide investment advice, because the assets increase our assets under management and, in turn, our advisory fees. As a fiduciary, we only recommend a rollover when we believe it is in your best interest. Assets Under Management As of December 31, 2024 Koa Wealth Management had $231,100,804 in assets under management, $219,786,916 of which was managed on a discretionary basis and $11,313,888 of which was managed on a non-discretionary basis. We also provide advice on $4,896,027 in client assets on a non-continuous basis. Item 5 Fees and Compensation Koa Wealth Management offers services on a fee basis, which includes fixed and/or hourly fees as well as fees based upon assets under management. Additionally, certain of the Firm's Supervised Persons, in their individual capacities, offer securities brokerage services and/or insurance products under a separate commission-based arrangement. Lower fees for comparable services may be available from other sources. Financial Planning Fees Koa Wealth Management charges a fixed and/or hourly fee for providing financial planning services. These fees are negotiable, but range from $500 to $50,000 on a fixed fee basis and/or $250 - $500 on an hourly basis, depending upon the scope and complexity of the services and the professional rendering the financial planning and/or the consulting services. If the client engages the Firm for additional investment advisory services, Koa Wealth Management may offset all or a portion of its fees for those services based upon the amount paid for the financial planning and/or consulting services. 6  The terms and conditions of the financial planning and/or consulting engagement are set forth in the Advisory Agreement and Koa Wealth Management requires one-half of the fee (estimated hourly or fixed) payable upon execution of the Advisory Agreement. The outstanding balance is due upon delivery of the financial plan or completion of the agreed upon services. The Firm does not, however, take receipt of $1,200 or more in prepaid fees in excess of six months in advance of services rendered. In the event the Advisory Agreement is terminated, the outstanding or unearned portion of the fee is charged or refunded to the client, as appropriate. The Firm accepts checks for payment from clients that engage the Firm for financial planning services. Investment Management Fees Koa Wealth Management offers investment management services for an annual fee based on the amount of assets under the Firm's management. The annual fee will not exceed 1.25% of assets under management, and the specific fee to which a client is subject will be specified in the Investment Advisory Agreement signed by the client. The Firm's management fee for the portion of a client's portfolio attributable to privately placed securities is the lower of either (1) 75 basis points (0.75%) or (2) the Base Fee set forth in the above fee schedule, as determined by the client's overall Portfolio Value. The Firm's management fee is prorated and charged monthly, in advance, based upon the market value of the assets being managed by Koa Wealth Management on the last day of the previous month. In some limited cases, fees may be billed on a different cycle as specified in the custodial account agreement signed by the client. If assets in excess of $100,000 are deposited into or withdrawn from an account after the inception of a billing period, the fee payable with respect to such assets is adjusted to reflect the interim change in portfolio value. For the initial period of an engagement, the fee is calculated on a pro rata basis. In the event the Advisory Agreement is terminated, the fee for the final billing period is prorated through the effective date of the termination and the outstanding or unearned portion of the fee is charged or refunded to the client, as appropriate. Additionally, for asset management services the Firm provides with respect to certain client holdings (e.g., held-away assets, accommodation accounts, alternative investments, etc.), Koa Wealth Management may negotiate a fee rate that differs from the range set forth above. Retirement Plan Consulting Fees Koa Wealth Management charges a fixed project-based fee to provide clients with retirement plan consulting services. Each engagement is individually negotiated and tailored to accommodate the needs of the individual plan sponsor, as memorialized in the Advisory Agreement. These fees range from $500 to $50,000 based on the scope of the services to be rendered. The fee is prorated and charged quarterly, in advance. In some limited cases, fees may be billed on a different cycle as specified in the custodial account agreement signed by the client. In the event the retirement plan consulting agreement is terminated, the outstanding or unearned portion of the fee is charged or refunded to the client, as appropriate. Fees may be collected in a manner agreed to between the Firm and the client. 7  Fee Discretion Koa Wealth Management may, in its sole discretion, negotiate to charge a lesser fee based upon certain criteria, such as anticipated future earning capacity, anticipated future additional assets, dollar amount of assets to be managed, related accounts, account composition, pre-existing/legacy client relationship, account retention and pro bono activities. Additional Fees and Expenses In addition to the advisory fees paid to Koa Wealth Management, clients also incur certain charges imposed by other third parties, such as broker-dealers, custodians, trust companies, banks and other financial institutions (collectively "Financial Institutions"). These additional charges include securities brokerage commissions, transaction fees, custodial fees, fees attributable to alternative assets, margin and other borrowing costs, charges imposed directly by a mutual fund or ETF in a client's account, as disclosed in the fund's prospectus (e.g., fund management fees and other fund expenses), deferred sales charges, odd-lot differentials, transfer taxes, wire transfer and electronic fund fees, and other fees and taxes on brokerage accounts and securities transactions. The Firm's brokerage practices are described at length in Item 12, below. Direct Fee Debit Clients provide Koa Wealth Management with the authority to directly debit their accounts for payment of the investment advisory fees. The Financial Institutions that act as the qualified custodian for client accounts, from which the Firm retains the authority to directly deduct fees, have agreed to send statements to clients not less than quarterly detailing all account transactions, including any amounts paid to Koa Wealth Management. Use of Margin In limited circumstances, Koa Wealth Management may recommend that certain clients utilize margin in the client's investment portfolio or other borrowing. Koa Wealth Management only recommends such borrowing for non- investment needs, such as bridge loans and other financing needs. The Firm's fees are determined based upon the value of the assets being managed net of any margin or borrowing. Account Additions and Withdrawals Clients can make additions to and withdrawals from their account at any time, subject to Koa Wealth Management's right to terminate an account. Additions can be in cash or securities provided that the Firm reserves the right to liquidate any transferred securities or declines to accept particular securities into a client's account. Clients can withdraw account assets on notice to Koa Wealth Management, subject to the usual and customary securities settlement procedures. If more than $100,000 in assets are deposited to an account after the beginning of a billing period, the management fee will be prorated based on the number of days remaining in the billing period. If you withdraw more than $100,000 in a billing period, we will credit any unearned management fee towards the next billing period's management fee. In situations where funds are transferred between a Client's accounts for purposes of investing in private securities offerings, adjustments to fees (additions and withdrawals) will be assessed regardless of the dollar amount (no $100,000 minimum). In these cases, fees will also be adjusted on a pro-rata basis, depending on the purchase date of the private offering. The Firm designs its portfolios as long- term investments and the withdrawal of assets may impair the achievement of a client's investment objectives. Koa Wealth Management may consult with its clients about the options and implications of transferring securities. Clients are advised that when transferred securities are liquidated, they may be subject to transaction fees, short-term redemption fees, fees assessed at the mutual fund level (e.g., contingent deferred sales charges) and/or tax ramifications. 8  Commissions for Recommendations of Insurance Products Certain Supervised Persons providing investment advice on behalf of our firm are licensed as independent insurance agents. These persons will earn commission-based compensation for selling insurance products, including insurance products they sell to you. Insurance commissions earned by these persons are separate and in addition to our advisory fees. This practice presents a conflict of interest because persons providing investment advice on behalf of our firm who are insurance agents have an incentive to recommend insurance products to you for the purpose of generating commissions rather than solely based on your needs. You are under no obligation, contractually or otherwise, to purchase insurance products through any person affiliated with our firm. Item 6 Performance-Based Fees and Side-By-Side Management Koa Wealth Management does not provide any services for a performance-based fee (i.e., a fee based on a share of capital gains or capital appreciation of a client's assets). Item 7 Types of Clients Koa Wealth Management offers services to individuals, pension and profit sharing plans, trusts, estates, charitable organizations, corporations and business entities. The Firm does not have any requirements for opening or maintaining an account. Item 8 Methods of Analysis, Investment Strategies and Risk of Loss Methods of Analysis Koa Wealth Management utilizes a combination of fundamental and technical methods of analysis. Fundamental analysis involves an evaluation of the fundamental financial condition and competitive position of a company or investment product of a particular fund/issuer. For Koa Wealth Management, this process typically involves an analysis of a company's management team, capital allocation, business moat, market position in regards to leadership or product or services, financial strength via income statement and balance sheet. In regards to investment products a fundamental review is done on the fund/issuer's management team, investment strategies, style drift, past performance, reputation, risk management metrics, tax efficiency and the overall expenses involved with the product. Research and analysis from Koa Wealth Management is derived from numerous sources, including financial media companies, third-party research materials, Internet sources, and review of company activities, including annual reports, prospectuses, press releases and research prepared by others. Technical analysis involves the examination of past and current movement of a security rather than specific issuer information in determining the recommendations made to clients. Technical analysis may involve the use of mathematical based indicators and charts, such as moving averages and price correlations, to identify market patterns and trends which may be based on investor sentiment rather than the fundamentals of the company. Risk of Loss The following list of risk factors does not purport to be a complete enumeration or explanation of the risks involved with respect to the Firm's investment management activities. Clients should consult with their legal, tax, and other advisors before engaging the Firm to provide investment management services on their behalf. 9  General Risks Investing in securities involves certain investment risks. Securities may fluctuate in value or lose value. Clients should be prepared to bear the potential risk of loss. Koa Wealth Management will assist clients in determining an appropriate strategy based on their tolerance for risk and other factors noted above. However, there is no guarantee that a client will meet their investment goals. Fundamental analysis utilizes economic and business indicators as investment selection criteria. These criteria are generally ratios and trends that may indicate the overall strength and financial viability of the entity being analyzed. Market Risks The value of a client's holdings may fluctuate in response to events specific to companies or markets, as well as economic, political, or social events in the U.S. and abroad. This risk is linked to the performance of the overall financial markets. ETF Risks The performance of ETFs is subject to market risk, including the possible loss of principal. The price of the ETFs will fluctuate with the price of the underlying securities that make up the funds. In addition, ETFs have a trading risk based on the loss of cost efficiency if the ETFs are traded actively and a liquidity risk if the ETFs have a large bid-ask spread and low trading volume. The price of an ETF fluctuates based upon the market movements and may dissociate from the index being tracked by the ETF or the price of the underlying investments. An ETF purchased or sold at one point in the day may have a different price than the same ETF purchased or sold a short time later. ETN Risks An ETN is a senior, unsecured, unsubordinated debt security by an underwriting bank whose primary objective is to achieve the same return as a particular market index. Similar to other debt securities, the credit of the issuer is the only backing for ETNs, which have a maturity date. Although performance is contractually tied to whatever index the ETN is intended to track, ETNs do not have any assets, other than a claim against their issuer for payment according to the terms of the contract. Unlike traditional mutual funds, which can only be redeemed at the end of a trading day, ETNs trade throughout the day on an exchange. ETNs, as debt instruments, are subject to risk of default by the issuing bank as counter party. This is the major design difference between ETFs and ETNs: ETFs are only subject to market risk whereas ETNs are subject to both market risk and the risk of default by the issuing bank. Mutual Fund Risks The performance of mutual funds is subject to market risk, including the possible loss of principal. The price of the mutual funds will fluctuate with the value of the underlying securities that make up the funds. The price of a mutual fund is typically set daily therefore a mutual fund purchased at one point in the day will typically have the same price as a mutual fund purchased later that same day. Fixed Income Risks Some examples of fixed-income investments include treasuries, money market instruments, corporate bonds, asset-backed securities, municipal bonds and international bonds. The primary risk associated with fixed-income investments is the borrower defaulting on its payment. Other considerations include 10  exchange rate risk for international bonds and interest rate risk for longer-dated securities. The most common type of fixed-income security is a bond. Bonds are issued by federal governments, local municipalities and major corporations. Fixed-income securities are recommended for investors seeking a diverse portfolio; however, the percentage of the portfolio dedicated to fixed income depends a client's personal investment style. Options Risks An option is a financial derivative that represents a contract sold by one party (the option writer) to another party (the option holder). The contract offers the buyer the right, but not the obligation, to buy (call) or sell (put) a security or other financial asset at an agreed-upon price (the strike price) during a certain period of time or on a specific date (exercise date). Options are extremely versatile securities. Traders use options to speculate, which is a relatively risky practice, while hedgers use options to reduce the risk of holding an asset. The potential risks associated with these transactions are that (1) all options expire. The closer the option gets to expiration, the quicker the premium in the option deteriorates; and (2) Prices can move very quickly. Depending on factors such as time until expiration and the relationship of the stock price to the option's strike price, small movements in a stock can translate into significantly larger movements in the underlying options. Use of Private Collective Investment Vehicles Koa Wealth Management recommends that certain clients invest in privately placed collective investment vehicles (e.g., hedge funds, private equity funds, etc.). The managers of these vehicles have broad discretion in selecting the investments. There are few limitations on the types of securities or other financial instruments which may be traded and no requirement to diversify. Hedge funds may trade on margin or otherwise leverage positions, thereby potentially increasing the risk to the vehicle. In addition, because the vehicles are not registered as investment companies, there is an absence of regulation. There are numerous other risks in investing in these securities. Clients should consult each fund's private placement memorandum and/or other documents explaining such risks prior to investing. Private Placements Koa Wealth Management may recommend that certain clients invest in private placements. A private placement (non-public offering) is an illiquid security sold to qualified investors and is not publicly traded nor registered with the Securities and Exchange Commission. Private placements generally carry a higher degree of risk due to illiquidity. Most securities acquired in a private placement will be restricted securities and must be held for an extended amount of time and therefore cannot be sold easily. The range of risks is dependent on the nature of the partnership and are disclosed in the offering documents. 11  Digital Assets Generally refers to an asset that is issued and/or transferred using distributed ledger or blockchain technology, including, "virtual currencies (also known as crypto-currencies)," "coins," and "tokens". The investment characteristics of Digital Assets generally differ from those of traditional securities, currencies, commodities. Digital Assets are not backed by a central bank or a national, international organization, any hard assets, human capital, or other form of credit and are relatively new to the market place. Rather, Digital Assets are market-based: a Digital Asset's value is determined by (and fluctuates often, according to) supply and demand factors, its adoption in the traditional commerce channels, and/or the value that various market participants place on it through their mutual agreement or transactions. The lack of history to these types of investments entail certain unknown risks, are very speculative and are not appropriate for all investors. When suitable for the client, we may invest in and/or advise clients on the purchase or sale of digital assets which are publicly held in an investment Vehicle (such as an ETF). Our firm does not provide advice or directly invest in actual digital coins/tokens/currencies (such as Bitcoin). Clients interested in and who qualify for our Crypto model will receive additional disclosures in an Investment Policy Statement. : A principal risk in trading Digital Assets is the rapid • Price Volatility of Digital Assets Risk fluctuation of market price. The value of client portfolios relates in part to the value of the Digital Assets held in the client portfolio and fluctuations in the price of Digital Assets could adversely affect the value of a client's portfolio. There is no guarantee that a client will be able to achieve a better than average market price for Digital Assets or will purchase Digital Assets at the most favorable price available. The price of Digital Assets achieved by a client may be affected generally by a wide variety of complex factors such as supply and demand; availability and access to Digital Asset service providers (such as payment processors), exchanges, miners or other Digital Asset users and market participants; perceived or actual security vulnerability; and traditional risk factors including inflation levels; fiscal policy; interest rates; and political, natural and economic events. • Digital Asset Service Providers Risk : There is no assurance that the availability of and access to virtual currency service providers will not be negatively affected by government regulation or supply and demand of Digital Assets. Accordingly, companies or financial institutions that currently support virtual currency may not do so in the future. Further, Regulatory agencies and/or the constructs responsible for oversight of Digital Assets or a Digital Asset network may not be fully developed and subject to change. Regulators may adopt laws, regulations, policies or rules directly or indirectly affecting Digital Assets their treatment, transacting, custody, and valuation. • Custody of Digital Assets Risk : Under the Advisers Act, SEC registered investment advisers are required to hold securities with "qualified custodians," among other requirements. Certain Digital Assets may be deemed to be securities, including but not limited to ETFs. While some Digital Assets do not currently fall under the SEC definition of security and therefore many of the companies providing Digital Assets custodial services fall outside of the SEC's definition of "qualified custodian", KOA Wealth Management does not and will not invest or provide advise regarding those asset types. Accordingly, clients seeking to purchase actual digital coins/tokens/currencies will need to use nonqualified custodians to hold all or a portion of their Digital Assets at their own discretion. Variable & Fixed Annuities Risks 12  Clients generally pay sales charges or commissions at the time of purchase or charges may be deferred until the annuity is sold. Deferred charges typically vary based on how long the annuity is held. A portion of the annual operating expenses collected from a client may be paid to a salesperson, in addition to other payments classified as trailing sales charges. Since compensation from annuities to a salesperson varies, there is a potential conflict of interest since there is an incentive to recommend an annuity with a higher payout. Annuities may be subject to: • Taxes and federal penalties for early withdrawal • Surrender charges for early withdrawal can last for years • Earnings taxed at ordinary income tax rates • Mortality expense to compensate the insurance company for insurance risks • Fees and expenses imposed for the sub-accounts • Other features with additional fees and charges Investment losses • Use of Margin While the use of margin borrowing for investments can substantially improve returns, it may also increase overall portfolio risk. Margin transactions are generally effected using capital borrowed from a Financial Institution, which is secured by a client's holdings. Under certain circumstances, a lending Financial Institution may demand an increase in the underlying collateral. If the client is unable to provide the additional collateral, the Financial Institution may liquidate account assets to satisfy the client's outstanding obligations, which could have extremely adverse consequences. In addition, fluctuations in the amount of a client's borrowings and the corresponding interest rates may have a significant effect on the profitability and stability of a client's portfolio. Currency Risks An advisory account that holds investments denominated in currencies other than the currency in which the advisory account is denominated may be adversely affected by the volatility of currency exchange rates. Interest Rate Risks Interests rates may fluctuate significantly, causing price volatility with respect to securities or instruments held by clients. Item 9 Disciplinary Information Koa Wealth Management has not been involved in any legal or disciplinary events that are material to a client's evaluation of its advisory business or the integrity of its management. Item 10 Other Financial Industry Activities and Affiliations This item requires investment advisers to disclose certain financial industry activities and affiliations. 13  Licensed Insurance Agents Certain of the Firm's Supervised Persons are licensed insurance agents and offer certain insurance products on a fully disclosed commissionable basis. A conflict of interest exists to the extent that Koa Wealth Management recommends the purchase of insurance products where its Supervised Persons are entitled to insurance commissions or other additional compensation. The Firm has procedures in place whereby it seeks to ensure that all recommendations are made in its clients' best interest regardless of any such affiliations. Miscellaneous The Firm does not recommend or select other investment advisers for the Firm's clients whereby the Firm receives compensation directly or indirectly from those advisers that creates a material conflict of interest. Neither the Firm nor any of its supervisors have any application pending to register as a futures commission merchant, commodity pool operator, or commodity trading advisor. Item 11 Code of Ethics Koa Wealth Management has adopted a code of ethics in compliance with applicable securities laws ("Code of Ethics") that sets forth the standards of conduct expected of its Supervised Persons. Koa Wealth Management's Code of Ethics contains written policies reasonably designed to prevent certain unlawful practices such as the use of material non-public information by the Firm or any of its Supervised Persons and the trading by the same of securities ahead of clients in order to take advantage of pending orders. The Code of Ethics also requires certain of Koa Wealth Management's personnel to report their personal securities holdings and transactions and obtain pre-approval of certain investments (e.g., initial public offerings, limited offerings). However, the Firm's Supervised Persons are permitted to buy or sell securities that it also recommends to clients if done in a fair and equitable manner that is consistent with the Firm's policies and procedures. This Code of Ethics has been established recognizing that some securities trade in sufficiently broad markets to permit transactions by certain personnel to be completed without any appreciable impact on the markets of such securities. Therefore, under limited circumstances, exceptions may be made to the policies stated below. When the Firm is engaging in or considering a transaction in any security on behalf of a client, no Supervised Person with access to this information may knowingly effect for themselves or for their immediate family (i.e. spouse, minor children and adults living in the same household) a transaction in that security unless: the transaction has been completed; • the transaction for the Supervised Person is completed as part of a batch trade with clients; or • • a decision has been made not to engage in the transaction for the client. These requirements are not applicable to: (i) direct obligations of the Government of the United States; (ii) money market instruments, bankers' acceptances, bank certificates of deposit, commercial paper, repurchase agreements and other high quality short-term debt instruments, including repurchase agreements; (iii) shares issued by money market funds; and iv) shares issued by other unaffiliated open-end mutual funds. 14  Clients and prospective clients may contact Koa Wealth Management to request a copy of its Code of Ethics. Item 12 Brokerage Practices Recommendation of Broker-Dealers for Client Transactions Koa Wealth Management recommends that clients utilize the custody, brokerage and clearing services of Charles Schwab & Co, Inc. through its Schwab Advisor Services division ("Schwab") for investment management accounts. Koa Wealth Management also maintains additional relationships with other custodians for specific use cases such as Trade-PMR, Inc. ("Trade-PMR"). The final decision to custody assets with the custodian is at the discretion of the client, including those accounts under ERISA or IRA rules and regulations, in which case the client is acting as either the plan sponsor or IRA accountholder. Koa Wealth Management is independently owned and operated and not affiliated with Schwab or Trade-PMR. Schwab and Trade-PMR provide Koa Wealth Management with access to its institutional trading and custody services, which are typically not available to retail investors. Schwab Disclosures: Factors which Koa Wealth Management considers in recommending Schwab or any other broker- dealer to clients include their respective financial strength, reputation, execution, pricing, research and service. Schwab enables the Firm to obtain many mutual funds without transaction charges and other securities at nominal transaction charges. Schwab has also agreed to reimburse clients for exit fees associated with moving accounts to Schwab. The reimbursement is only available up to a certain amount for all of the Firm's clients over a twelve month period. Fees are reimbursed on a first-come- first-served basis so that no clients are favored. The commissions and/or transaction fees charged by Schwab may be higher or lower than those charged by other Financial Institutions. The commissions paid by Koa Wealth Management's clients to Schwab comply with the Firm's duty to obtain "best execution." Clients may pay commissions that are higher than another qualified Financial Institution might charge to effect the same transaction where Koa Wealth Management determines that the commissions are reasonable in relation to the value of the brokerage and research services received. In seeking best execution, the determinative factor is not the lowest possible cost, but whether the transaction represents the best qualitative execution, taking into consideration the full range of a Financial Institution's services, including among others, the value of research provided, execution capability, commission rates and responsiveness. Koa Wealth Management seeks competitive rates but may not necessarily obtain the lowest possible commission rates for client transactions. Consistent with obtaining best execution, brokerage transactions are directed to certain broker-dealers in return for investment research products and/or services which assist Koa Wealth Management in its investment decision-making process. Such research will be used to service all of the Firm's clients, but brokerage commissions paid by one client may be used to pay for research that is not used in managing that client's portfolio. The receipt of investment research products and/or services as well as the allocation of the benefit of such investment research products and/or services poses a conflict of interest because Koa Wealth Management does not have to produce or pay for the products or services. Koa Wealth Management periodically and systematically reviews its policies and procedures regarding its recommendation of Financial Institutions in light of its duty to obtain best execution. 15  Software and Support Provided by Financial Institutions Koa Wealth Management receives without cost from Schwab administrative support, computer software, related systems support, as well as other third party support as further described below (together "Support") which allow Koa Wealth Management to better monitor client accounts maintained at Schwab and otherwise conduct its business. Koa Wealth Management receives the Support without cost because the Firm renders investment management services to clients that maintain assets at Schwab. The Support is not provided in connection with securities transactions of clients (i.e., not "soft dollars"). The Support benefits Koa Wealth Management, but not its clients directly. Clients should be aware that Koa Wealth Management's receipt of economic benefits such as the Support from a broker- dealer creates a conflict of interest since these benefits may influence the Firm's choice of broker- dealer over another that does not furnish similar software, systems support or services, especially because the support is contingent upon clients placing a certain level(s) of assets at Schwab. In fulfilling its duties to its clients, Koa Wealth Management endeavors at all times to put the interests of its clients first and has determined that the recommendation of Schwab is in the best interest of clients and satisfies the Firm's duty to seek best execution. Specifically, Koa Wealth Management receives the following benefits from Schwab: i) receipt of duplicate client confirmations and bundled duplicate statements; ii) access to a trading desk that exclusively services its institutional traders; iii) access to block trading which provides the ability to aggregate securities transactions and then allocate the appropriate shares to client accounts; and iv) access to an electronic communication network for client order entry and account information. These services generally are available to independent investment advisors on an unsolicited basis, at no charge to them so long as the Firm has a certain amount of clients' assets maintained in accounts at Schwab Advisor Services. Schwab's services include brokerage services that are related to the execution of securities transactions, custody, research, including that in the form of advice, analyses and reports, and access to mutual funds and other investments that are otherwise generally available only to institutional investors or would require a significantly higher minimum initial investment. In addition, the Firm receives funds to be used toward qualifying third-party service providers for research, marketing, compliance, technology and software platforms and services. These funds are available upon hitting specific thresholds of new assets added to Schwab during an initial twelve month period. Additional funds could be made available subsequently. For client accounts maintained in its custody, Schwab generally does not charge separately for custody services but is compensated by account holders through commissions or other transaction- related or asset- based fees for securities trades that are executed through Schwab or that settle into Schwab accounts. Schwab also makes available to the Firm other products and services that benefit the Firm but may not benefit its clients' accounts. These benefits may include national, regional or Firm specific educational events organized and/or sponsored by Schwab. Other potential benefits may include occasional business entertainment of personnel of Koa Wealth Management by Schwab personnel, including meals, invitations to sporting events, including golf tournaments, and other forms of entertainment, some of which may accompany educational opportunities. Other of these products and services assist Koa Wealth Management in managing and administering clients' accounts. These include software and other technology (and related technological training) that provide access to client account data (such as trade confirmations and account statements), facilitate trade execution (and allocation of aggregated trade orders for multiple client accounts), provide research, pricing information and other market data, facilitate payment of the Firm's fees from its clients' accounts, and assist with back-office training and support functions, recordkeeping and client reporting. Many of these services generally may be used to service all or some substantial number of the Firm's accounts, including accounts not 16  maintained at Schwab. Schwab also makes available to Koa Wealth Management other services intended to help the Firm manage and further develop its business enterprise. These services may include professional compliance, legal and business consulting, publications and conferences on practice management, information technology, business succession, regulatory compliance, employee benefits providers, human capital consultants, insurance and marketing. In addition, Schwab may make available, arrange and/or pay vendors for these types of services rendered to the Firm by independent third parties. Schwab may discount or waive fees it would otherwise charge for some of these services or pay all or a part of the fees of a third-party providing these services to the Firm. While, as a fiduciary, Koa Wealth Management endeavors to act in its clients' best interests, the Firm's recommendation that clients maintain their assets in accounts at Schwab may be based in part on the benefits received and not solely on the nature, cost or quality of custody and brokerage services provided by Schwab, which creates a potential conflict of interest. Trade-PMR Additonal Disclosures Trade-PMR clears trades and custodies assets with First Clearing, FINRA member broker-dealers. First Clearing is a trade name used by Wells Fargo Clearing Services, LLC., a non-bank affiliate of Wells Fargo & Company. Trade-PMR acts as an introducing broker dealer on a fully disclosed basis. Trade-PMR and First Clearing are members of SIPC and are unaffiliated registered broker dealers and FINRA members. The brokerage commissions and/or transaction fees charged by Trade-PMR or any other designated broker-dealer are exclusive of and in addition to Koa Wealth Management's fee. Koa Wealth Management regularly reviews these programs to seek to ensure that its recommendation is consistent with its fiduciary duty. Factors which Koa Wealth Management considers in recommending Trade-PMR and First Clearing or any other broker-dealer or custodian to clients include their respective financial strength, reputation, execution, pricing, research, and service. The commissions and/or transaction fees charged by these brokers may be higher or lower than those charged by other broker-dealers. In addition, Trade-PMR provides Koa Wealth Management with access to its institutional trading and custody services, which are typically not available to retail investors. These brokerage services include the execution of securities transactions, research, and access to mutual funds and other investments that are otherwise generally available only to institutional investors or would require a significantly higher minimum initial investment. Additionally, Koa Wealth Management may receive the following benefits from Trade-PMR: receipt of duplicate client confirmations and bundled duplicate statements; access to a trading desk that exclusively services its participants; access to block trading which provides the ability to aggregate securities transactions and then allocates the appropriate shares to client accounts; and access to an electronic communication network for client order entry and account information. 17  Brokerage for Client Referrals Koa Wealth Management does not consider, in selecting or recommending broker-dealers, whether the Firm receives client referrals from the Financial Institutions or other third parties. Directed Brokerage The client may direct Koa Wealth Management in writing to use a particular Financial Institution to execute some or all transactions for the client. In that case, the client will negotiate terms and arrangements for the account with that Financial Institution and the Firm will not seek better execution services or prices from other Financial Institutions or be able to "batch" client transactions for execution through other Financial Institutions with orders for other accounts managed by Koa Wealth Management (as described above). As a result, the client may pay higher commissions or other transaction costs, greater spreads or may receive less favorable net prices, on transactions for the account than would otherwise be the case. Subject to its duty of best execution, Koa Wealth Management may decline a client's request to direct brokerage if, in the Firm's sole discretion, such directed brokerage arrangements would result in additional operational difficulties or violate restrictions imposed by other broker-dealers, as further discussed below. Trade Aggregation Transactions for each client will be affected independently, unless Koa Wealth Management decides to purchase or sell the same securities for several clients at approximately the same time. Koa Wealth Management may (but is not obligated to) combine or "batch" such orders to obtain best execution, to negotiate more favorable commission rates or to allocate equitably among the Firm's clients differences in prices and commissions or other transaction costs that might not have been obtained had such orders been placed independently. Under this procedure, transactions will be averaged as to price and allocated among Koa Wealth Management's clients pro rata to the purchase and sale orders placed for each client on any given day. To the extent that the Firm determines to aggregate client orders for the purchase or sale of securities, including securities in which Koa Wealth Management's Supervised Persons may invest, the Firm does so in accordance with applicable rules promulgated under the Advisers Act and no-action guidance provided by the staff of the U.S. Securities and Exchange Commission. Koa Wealth Management does not receive any additional compensation or remuneration as a result of the aggregation. In the event that the Firm determines that a prorated allocation is not appropriate under the particular circumstances, the allocation will be made based upon other relevant factors, which include: (i) when only a small percentage of the order is executed, shares may be allocated to the account with the smallest order or the smallest position or to an account that is out of line with respect to security or sector weightings relative to other portfolios, with similar mandates; (ii) allocations may be given to one account when one account has limitations in its investment guidelines which prohibit it from purchasing other securities which are expected to produce similar investment results and can be purchased by other accounts; (iii) if an account reaches an investment guideline limit and cannot participate in an allocation, shares may be reallocated to other accounts (this may be due to unforeseen changes in an account's assets after an order is placed); (iv) with respect to sale allocations, allocations may be given to accounts low in cash; (v) in cases when a pro rata allocation of a potential execution would result in a de minimis allocation in one or more accounts, the Firm may exclude the account(s) from the allocation; the transactions may be executed on a pro rata basis among the remaining accounts; or (vi) in cases where a small proportion of an order is executed in all accounts, shares may be allocated to one or more accounts on a random basis. 18  Item 13 Review of Accounts Account Reviews Koa Wealth Management monitors client portfolios on a continuous and ongoing basis, and regular account reviews are conducted on at least a quarterly basis. In the event the Firm is made aware of significant life changes in between regular account reviews, the Firm will conduct an other than periodic account review for the client experiencing that significant life change. In addition, if the Firm determines that significant market changes have occurred that are likely to warrant changes to a particular client account, the Firm will conduct an other than periodic review of that account. Such reviews are conducted by the investment adviser representative of the Firm providing advisory services to that client. All investment advisory clients are encouraged to discuss their needs, goals and objectives with Koa Wealth Management and to keep the Firm informed of any changes thereto. The Firm contacts ongoing investment advisory clients at least annually to review its previous services and/or recommendations and quarterly to discuss the impact resulting from any changes in the client's financial situation and/or investment objectives. Account Statements and Reports Clients are provided with transaction confirmation notices and regular summary account statements directly from the Financial Institutions where their assets are custodied. From time-to-time or as otherwise requested, clients may also receive written or electronic reports from Koa Wealth Management and/or an outside service provider, which contain certain account and/or market-related information, such as an inventory of account holdings or account performance. Clients should compare the account statements they receive from their custodian with any documents or reports they receive from Koa Wealth Management or an outside service provider. Item 14 Client Referrals and Other Compensation We directly compensate non-employee (outside) consultants, individuals, and/or entities ("solicitor" or "promoter") for client referrals. In order to receive a cash referral fee from us, a solicitor must comply with the requirements of the jurisdictions in which they operate. If a client is referred to us by a solicitor, the client receives a copy of this brochure along with disclosure regarding the fee paid to the solicitor at the time of the referral. If a referred person becomes a client, the solicitor that made the referral will receive compensation pursuant to a written agreement. A referred client will not pay additional fees because of this referral arrangement. Referral fees paid to a solicitor are contingent upon a referred person entering into an advisory agreement with us. Therefore, a solicitor has a financial incentive to recommend our firm for advisory services. This creates a conflict of interest; however, referred persons are not obligated to retain us for advisory services. Comparable services and/or lower fees may be available through other firms. Solicitors that refer business to more than one investment adviser may have a financial incentive to recommend advisers with more favorable compensation arrangements. We request that our solicitors disclose whether multiple referral relationships exist and that comparable services may be available from other advisers for lower fees and/or where the solicitor's compensation is less favorable. As disclosed under the Fees and Compensation section in this brochure, persons providing investment advice on behalf of our firm are licensed insurance agents. For information on the conflicts of interest this presents, and how we address these conflicts, refer to the Fees and Compensation section. Futher, as noted in Item 12, Koa Wealth Management will receive additional benefits from our custodian providers, Schwab and Trade-PMR including but not limited to electronic systems that assist in the management of Koa Wealth Management client accounts, access to research, the ability to 19  directly debit client fees, software and other technology that provide access to client account data (such as trade confirmations and account statements), facilitate trade execution (and allocation of aggregated trade orders for multiple client accounts), pricing information and other market data, assist with backoffice functions, recordkeeping and client reporting. Item 15 Custody Koa Wealth Management is deemed to have custody of client funds and securities because the Firm's clients authorize the Firm to debit their accounts for payment of the Firm's fees. As such, client funds and securities are maintained at one or more Financial Institutions that serve as the qualified custodian with respect to such assets. Such qualified custodians will send account statements to clients at least once per calendar quarter that typically detail any transactions in such account for the relevant period. Each time a fee is directly deducted from a client account, the Firm sends a copy of the Firm's invoice or statement of the amount of the fee to be deducted from the client's account to the qualified custodian; and concurrently sends to the client a written invoice itemizing the fee, including the formula used to calculate the fee, the time period covered by the fee and the amount of assets under management on which the fee was based. Standing Letter of Authorization Our firm, or persons associated with our firm, may affect asset/fund transfers from client accounts to one or more third parties designated, in writing, by the client without obtaining written client consent for each separate, individual transaction, as long as the client has provided us with written authorization to do so. Such written authorization is known as a Standing Letter of Authorization. An adviser with authority to conduct such third party asset/fund transfers has access to the client's assets, and therefore has custody of the client's assets in any related accounts. Based on an SEC no-action letter, we do not have to obtain a surprise annual audit, as we otherwise would be required to by reason of having custody, as long as we meet the following criteria: 1. You provide a written, signed instruction to the qualified custodian that includes the third party's name and address or account number at a custodian; 2. You authorize us in writing to direct transfers to the third party either on a specified schedule or from time to time; 3. Your qualified custodian verifies your authorization (e.g., signature review) and provides a transfer of funds notice to you promptly after each transfer; 4. You can terminate or change the instruction; 5. We have no authority or ability to designate or change the identity of the third party, the address, or any other information about the third party; 6. We maintain records showing that the third party is not a related party to us nor located at the same address as us; and 7. Your qualified custodian sends you, in writing, an initial notice confirming the instruction and an annual notice reconfirming the instruction. We hereby confirm that we meet the above criteria. In addition, as discussed in Item 13, Koa Wealth Management will also send, or otherwise make available, periodic supplemental reports to clients. Clients should carefully review the statements sent directly by the Financial Institutions and compare them to those received from Koa Wealth Management. 20  Item 16 Investment Discretion Koa Wealth Management is given the authority to exercise discretion on behalf of clients. Koa Wealth Management is considered to exercise investment discretion over a client's account if it can effect and/or direct transactions in client accounts without first seeking their consent. Koa Wealth Management is given this authority through a power-of-attorney included in the agreement between Koa Wealth Management and the client. Clients may request a limitation on this authority (such as certain securities not to be bought or sold). Koa Wealth Management takes discretion over the following activities: • The securities to be purchased or sold; • The amount of securities to be purchased or sold; and • When transactions are made. If you enter into non-discretionary arrangements with our firm, we will provide advice only and will only effect execution of transactions for your account(s) with explicit instruction from you. You have an unrestricted right to decline to implement any advice provided by our firm on a non-discretionary basis. Item 17 Voting Client Securities Koa Wealth Management does not accept the authority to vote a client's securities (i.e., proxies) on their behalf. Clients receive proxies directly from the Financial Institutions where their assets are custodied and may contact the Firm at the contact information on the cover of this brochure with questions about any such issuer solicitations. Item 18 Financial Information Koa Wealth Management is not required to disclose any financial information due to the following: • The Firm does not require or solicit the prepayment of more than $1,200 in fees six months or more in advance of services rendered; • The Firm does not have a financial condition that is reasonably likely to impair its ability to meet contractual commitments to clients; and • The Firm has not been the subject of a bankruptcy petition at any time during the past ten years. Item 19 Requirements for State-Registered Advisers We are a federally registered investment adviser; therefore, we are not required to respond to this item. 21  Item 20 Additional Information Trade Errors In the event a trading error occurs in your account, our policy is to restore your account to the position it should have been in had the trading error not occurred. Depending on the circumstances, corrective actions may include canceling the trade, adjusting an allocation, and/or reimbursing the account. Class Action Lawsuits We do not determine if securities held by you are the subject of a class action lawsuit or whether you are eligible to participate in class action settlements or litigation nor do we initiate or participate in litigation to recover damages on your behalf for injuries as a result of actions, misconduct, or negligence by issuers of securities held by you. 22