# FIRST SOVEREIGN SECURITIES X-17A-5/A (2023-03-13) — Broker-dealer annual report - Company: FIRST SOVEREIGN SECURITIES - Form: X-17A-5/A - Filed: 2023-03-13 - Period: 2022-12-31 - Accession: 0001000317-23-000004 - CIK: 1000317 - File #: 8-48579 - Type: Broker-dealer - Material weakness: No - Auditor: Michael Coglianese - Auditor location: Bloomingdale, IL - Contact: Joel Mathews - Phone: 2243303350 - Email: joel@hokinadvisors.com - Website: hokinadvisors.com - Signed by: Gary Hokin (President) Original filing: https://www.sec.gov/Archives/edgar/data/1000317/000100031723000004/Public.pdf --- {0}------------------------------------------------ # **REPORT PURSUANT TO SEC RULE 17a-5** For the year ended December 31, 2022 # **FIRST SOVEREIGN SECURITIES CORP.** FINANCIAL STATEMENTS AND ACCOMPANYING SUPPLEMENTAL INFORMATION {1}------------------------------------------------ # **FIRST SOVEREIGN SECURITIES CORP. DECEMBER 31, 2022** # Table of Contents | | Page | |--------------------------------------------------------------------------------|-------| | SEC Form X-17A-5 Part III | 1 - 2 | | Report of Independent Registered Public Accounting Firm | 3 | | Statement of Financial Condition | 4 | | Statement of Income (Loss) | 5 | | Statement of Changes in Stockholder's Equity | 6 | | Statement of Changes in Financial Condition | 7 | | Notes to Financial Statement | 8 - 9 | | Supplementary Information | | | Schedule of Net Capital | 10 | | Reconciliation of Computation of Net Capital under SEA Rule 15c3-1 | 11 | | Determination of Reserve Requirements | 11 | | Information Relating to Possession or Control | 11 | | Report of Independent Registered Public Accounting Firm
on Exemption Report | 12 | | Assertions Regarding Exemption Provisions | 13 | {2}------------------------------------------------ **UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549** OMB APPROVAL OMB Number: 3235-0123 Expires: Oct. 31, 2023 Estimated average burden hours per response: 12 # **ANNUAL REPORTS FORM X-17A-5 PART III** SEC FILE NUMBER 8-48579 **FACING PAGE** **Information Required Pursuant to Rules 17a-5, 17a-12, and 18a-7 under the Securities Exchange Act of 1934** FILING FOR THE PERIOD BEGINNING \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ AND ENDING \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ 01/01/22 12/31/22 MM/DD/YY MM/DD/YY **A. REGISTRANT IDENTIFICATION** #### NAME OF FIRM: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ First Sovereign Securities Corp TYPE OF REGISTRANT (check all applicable boxes): ☐ Broker-dealer ☐ Security-based swap dealer ☐ Major security-based swap participant ☐ Check here if respondent is also an OTC derivatives dealer ■ ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) #### \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ 707 Skokie Boulevard, Suite 520 | | | (No. and Street) | | | | |-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------|------------------------------------------------------------|------------------------------------------------------------------------------------------------|--------------------------------------------|--| | Northbrook | | IL | 60062
_____________________________________________________________________________________ | | | | (City) | | (State) | | (Zip Code) | | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | | | Joel Mathews | 224-330-3350
_____________________________________________________________________________________ | | | joel@hokinadvisors.com | | | (Name) | | (Area Code – Telephone Number) | (Email Address) | | | | | | B. ACCOUNTANT IDENTIFICATION | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing*
Michael Coglianese CPA PC
_____________________________________________________________________________________ | | | | | | | | | (Name – if individual, state last, first, and middle name) | | | | | 125 E. Lake Street, Suite 303
_____________________________________________________________________________________ | | Bloomingdale | IL | 60108 | | | (Address) | (City) | | (State) | (Zip Code) | | | 10/20/2009
_____________________________________________________________________________________ | | | 3874 | | | | (Date of Registration with PCAOB)(if applicable) | | | | (PCAOB Registration Number, if applicable) | | | | | FOR OFFICIAL USE ONLY | | | | | | | | | | | \* Claims for exemption from the requirement that the annual reports be covered by the reports of an independent public accountant must be supported by a statement of facts and circumstances relied on as the basis of the exemption. See 17 CFR 240.17a-5(e)(1)(ii), if applicable. **Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.** {3}------------------------------------------------ | Signature: | | |---------------------|--| | Title:
President | | - - - - - - - - - - - - - - - - - - - - - - - - - - {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) # **Report of Independent Registered Public Accounting Firm** To the Board of Directors and Shareholders of First Sovereign Securities #### **Opinion on the Financial Statements** We have audited the accompanying statement of financial condition of First Sovereign Securities as of December 31, 2022, the related statements of operations, changes in stockholders'] equity, and cash flows for the year then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of First Sovereign Securities as of December 31, 2022, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. #### **Basis for Opinion** These financial statements are the responsibility of First Sovereign Securities' management. Our responsibility is to express an opinion on First Sovereign Securities' financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to First Sovereign Securities in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. #### **Supplemental Information** The supplemental information listed in the accompanying table of contents has been subjected to audit procedures performed in conjunction with the audit of First Sovereign Securities' financial statements. The supplemental information is the responsibility of First Sovereign Securities' management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with 17 C.F.R. §240.17a-5. In our opinion, the supplemental information listed in the accompanying table of contents is fairly stated, in all material respects, in relation to the financial statements as a whole. We have served as First Sovereign Securities' auditor since 2017. Bloomingdale, IL February 27, 2023 {5}------------------------------------------------ # **Statement of Financial Condition December 31, 2022** # ASSETS | Cash | \$ 27,237 | |------------------------------------------------------------------------------------------|-----------| | Total Assets | \$ 27,237 | | | | | LIABILITIES AND STOCKHOLDERS' EQUITY | | | Current Liabilities: | | | Accounts Payable | \$ 13,988 | | Total Current Liabilities | 13,988 | | Stockholders' Equity | | | Common stock - no par value, 100 shares authorized,
100 shares issued and outstanding | 100 | | Paid in Capital | 85,584 | | Retained earnings | (76,015) | | Net Income(Loss) | 3,580 | | Total Stockholders' Equity | 13,249 | | Total Liabilities and Stockholders' Equity | \$ 27,237 | {6}------------------------------------------------ # **Statement of Income(Loss) December 31, 2022** ### REVENUE | Commission & Concession
Section 529 Plan Income
Consulting Income | \$
\$
\$ | 185,896
25
3,000 | |-----------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------|-------------------------------------------------------------------------| | Total Revenue | \$ | 188,921 | | OPERATING EXPENSES | | | | Bank Charges
Consulting Fees
Commisions
Delivery Fees
Education & Seminars
Franchise Tax
Professional Fees
Licenses & Permits
Insurance | \$ | 2,430
151,090
8,870
113
530
77
12,666
9,039
472 | | Total Operating Expenses | \$ | 185,287 | | NET INCOME(LOSS) BEFORE TAXES | \$ | 3,635 | | Subtraction:
State Income Tax | | 55 | | NET INCOME | \$ | 3,580 | {7}------------------------------------------------ # **Statement of Changes in Stockholders' Equity December 31, 2022** | | Capital
Stock | Paid in
Capital | Retained
Earnings | Total
Stockholders'
Equity | |-------------------------------------------------------|------------------|--------------------|-------------------------|----------------------------------| | Beginning balance January 1, 2022
Net Income(Loss) | \$
100 | \$
85,584 | \$
(76,015)
3,580 | \$
9,669
3,580 | | Ending Balance December 31, 2022 | \$
100 | \$
85,584 | \$
(72,435) | \$
13,249 | {8}------------------------------------------------ # **Statement of Changes in Financial Condition December 31, 2022** # CASH FLOWS FROM OPERATING ACTIVITIES | Net Income (Loss) | | | \$
3,580 | |-----------------------------------------------------------------------------------------------|----------|------------|-------------| | Adjustments to reconcile net income to net cash
(used) by operating activities: | | | | | (Increase) decrease in:
Accounts Receivable
Increase (decrease) in:
Accounts Payable | \$
\$ | -
(351) | | | Total adjustments | | | (351) | | Net cash (used in) operating activities | | | 3,229 | | CASH FLOWS FROM INVESTING ACTIVITIES | | | | | Contribution - Paid In Capital | | | - | | Net cash (used in) financing activities | | | - | | Decrease in cash | | | 3,229 | | Cash - beginning of year | | | 24,008 | | Cash - end of period | | | \$ 27,237 | | | | | | | Cash paid during the year for interest | | | \$
- | | Income tax payments | | | \$
- | {9}------------------------------------------------ ### **FIRST SOVEREIGN SECURITIES CORP. Notes to Financial Statements December 31, 2022** # **Note 1: Summary of Accounting Policies** Accounting principles followed by First Sovereign Securities Corp. ("Company") and the methods of applying those principles which materially affect the determination of financial position, results of operation and cash flows are summarized below: ### **Organization** The Company was incorporated in the State of Illinois effective June 23, 1995. The Company has adopted a calendar year. Effective December 22, 2017, FINRA approved the transfer of ownership of the Company pending final execution by both parties. Name changed on November 31, 2018 from Nikoh Securities Corporation to First Sovereign Securities Corp. ### **Description of Business** The Company, located in Northbrook, Illinois is a broker and dealer in securities registered with the Securities and Exchanges Commission ("SEC") and is a member of FINRA. As per the membership agreement with FINRA, the Company operates under the Non-Covered Firm exemptive provision of SEC Rule 15c3-3. #### **Basis of Accounting** The financial statements of the Company have been prepared on the accrual basis of accounting and accordingly reflect all significant receivables, payables and other liabilities. # **Accounts Receivable - Recognition of Bad Debt** The Company considers accounts receivable to be fully collectible; accordingly, no allowance for doubtful accounts is required. If amounts become uncollectible, they will be charged to operations when that determination is made. # **Revenue Recognition and Concentrations** The Company recognized commission revenue from 401k Custodians and recordkeeper when earned, in accordance with applicable agreements. # **Estimates** The preparation of financial statements in conformity with accounting principles generally accepted in the United State of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. {10}------------------------------------------------ ## **FIRST SOVEREIGN SECURITIES CORP. Notes to Financial Statements December 31, 2022** # **Note 2: Net Capital Requirements** Pursuant to the net capital provisions of Rule 15c3-1 of the Securities and Exchange Act of 1934, the Company is required to maintain a minimum net capital, as defined under such provisions. Net capital and the related net capital ratio may fluctuate on a daily basis. Further, the provisions require that the ratio of aggregate indebtedness, as defined, to net capital should not exceed 15 to 1. Net capital and the related net capital ratio may fluctuate on a daily basis. At December 31, 2022 the company had net capital and net capital requirements of approximately \$13,249 and \$5,000 respectively which was \$8,249 excess net capital. The Company's aggregate indebtedness to net capital was 105.58% There was no material inadequacies in the amount reported as Net Capital in the audited Computation of Net Capital and the broker-dealers' corresponding in audited Part IIA of the FOCUS report required under Rule 15c3-1. ### **Note 3: Income Taxes** The Company, with the consent of its stockholders, has elected to be taxed as a Subchapter S corporation for Federal and State income tax purposes. Therefore, all income or loss "flows through" to the stockholder's individual income tax returns. However, accruals are made for the State of Illinois income tax liability and is reflected in these financial statements. As the tax obligations are passed through to its shareholders, any audit or review considerations related to Internal Revenue Service assessments and statute of limitations thereof are borne by the Company's shareholders. Under section 6501(1) of the Internal Revenue Code (Tax Code) and section 301.6501(a)-1(a) of the Income Tax Regulations (Tax Regulations), for tax years 2018, 2019, 2020 and 2021 the IRS is required to assess tax within 3 years after the tax return was filed with the IRS. ### **Note 4: Other Commitments and Contingencies** As of the audit date, there are no contingencies or guarantees of debt. ### **Note 5: Subsequent Events** The Company has evaluated events subsequent to the balance sheet date for items requiring recording or disclosure in the financial statements. The evaluation was performed through the date the financial statements were available to be issued. Based upon this review, the Company has determined that there were no events which took place that would have a material impact on its financial statements. {11}------------------------------------------------ # **Schedule of Net Capital December 31, 2022** | | | Focus 12/31/22 | | Audit 12/31/22 | Change | | |------------------------------------------------|----|----------------|----|----------------|--------|--| | Stockholder's equity, December 31, 2021 | \$ | 13,249 | \$ | 13,249 | - | | | Subtract - Non allowable assets: | | | | | | | | Other asset
Tentative net capital | \$ | -
13,249 | \$ | -
13,249 | -
- | | | Haircuts: | | - | | - | - | | | NET CAPITAL | \$ | 13,249 | \$ | 13,249 | - | | | Minimum net capital | | (5,000) | | (5,000) | - | | | Excess Net Capital | \$ | 8,249 | \$ | 8,249 | - | | | Aggregate indebtedness | \$ | 13,988 | \$ | 13,988 | - | | | Ratio of aggregate indebtedness to net capital | | 105.58% | | 105.58% | - | | Note: *There was no difference noted relating to net capital between the Focus and the Financial Statements.* {12}------------------------------------------------ # **FIRST SOVEREIGN SECURITIES CORP. December 31, 2022** # **Schedule of Determination of Reserve Requirements Under Rule 15c3-3 of the Securities and Exchange Commission** according to the provision of Rule 15c3-3 The Company is exempt from the Reserve Requirement of computation # **Schedule of Information Relating to Possession or Control Requirements Under Rule 15c3-3** The Company is exempt from Rule 15c3-3 as it relates to Possession and Control. {13}------------------------------------------------ ![](_page_13_Picture_0.jpeg) # **Report of Independent Registered Public Accounting Firm** To the Board of Directors and Shareholders of First Sovereign Securities We have reviewed management's statements, included in the accompanying Exemption Report of Brokers and Dealers ("Exemption Report") pursuant to SEC Rule 17a-5, in which First Sovereign Securities did not claim an exemption under paragraph (k) of 17 C.F.R. § 240.15c3-3, and is filing its Exemption Report as a Non-Covered Firm relying on Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5 because First Sovereign Securities limits its business activities exclusively to direct subscription-way sale of mutual funds and variable annuities and will be participating in the raising of capital for SPACs and other private placement offerings, and First Sovereign Securities (1) did not directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers, (other than money or other consideration received and promptly transmitted in compliance with paragraph (a) or (b)(2) of Rule 15c2-4 and/or funds received and promptly transmitted for effecting transactions via subscriptions on a subscription way basis where the funds are payable to the issuer or its agent and not to First Sovereign Securities); (2) did not carry accounts of or for customers; and (3) did not carry PAB accounts (as defined in Rule 15c3-3) throughout the most recent fiscal year. First Sovereign Securities's management is responsible for compliance with the exemption provisions and its statements. Our review was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and accordingly, included inquiries and other required procedures to obtain evidence about First Sovereign Securities' compliance with the exemption provisions. A review is substantially less in scope than an examination, the objective of which is the expression of an opinion on management's statements. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to management's statements referred to above for them to be fairly stated, in all material respects, based on the provisions set forth in Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5 related to the Non-Covered Firm Provision. Bloomingdale, IL February 27, 2023 {14}------------------------------------------------ ![](_page_14_Picture_0.jpeg) Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.