# THE TIDAL GROUP, INC. X-17A-5 (2023-02-23) — Broker-dealer annual report - Company: THE TIDAL GROUP, INC. - Form: X-17A-5 - Filed: 2023-02-23 - Period: 2022-12-31 - Accession: 0001003676-23-000001 - CIK: 1003676 - File #: 8-48809 - Type: Broker-dealer - Material weakness: No - Auditor: Haynie and Company - Auditor location: Salt Lake City, UT - Contact: Lee Novikoff - Phone: 2106591446 - Email: lee@tidalgp.com - Website: tidalgp.com - Signed by: Lee Novikoff (President) Original filing: https://www.sec.gov/Archives/edgar/data/1003676/000100367623000001/secannual.pdf --- {0}------------------------------------------------ **UNITED STATES SECURITIES AND EXCHANGE COMMISSION** Washington, D.C. **20549** 0MB APPROVAL 0MB Number: 3235-0123 E•plres: Oct. 31, 2023 Estimated average burden hours per response: 12 # **ANNUAL REPORTS FORM X-17A-S PART** Ill | SEC FILE NUMBER | |-----------------| | 8-48809 | **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 **O 1/01/2022** AND ENDING **12/31/2022** MM/DD/VY MM/DD/VY **A. REGISTRANT IDENTIFICATION** NAMeoFFIRM: The Tidal Group, Inc. TYPE OF REGISTRANT (check all applicable boxes): @ Broker-dealer D Security-based swap dealer D Major security-based swap participant D Check h.ere If respondent Is also an OTC derivatives dealer ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) | 5501 Mid Cities Parkway, Suite 100 | | | | | |-------------------------------------------------------------------------------------------------|--|------------------------------------------------------------|-----------------|--------------------------------------------| | | | (No. and Street) | | | | Schertz | | TX | 78154 | | | (City) | | (State) | | (Zip Code) | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | | Lee Novikoff
210-659-1446 | | | lee@tidalgp.com | | | (Name) | | (Area Code - Telephone Number) | (Email Address) | | | | | B. ACCOUNTANT IDENTIFICATION | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing•
Haynie and Company | | | | | | | | (Name - If Individual, state last, first, and middle name) | | | | 1785 West 2320 South | | Salt Lake City | Utah | 84119 | | (Address) | | (City) | (State) | (Zip Code) | | 10/20/2003 | | | 457 | | | (Date of Registration with PCAOB)(lf applicable) | | | | (PCAOB Registration Number, if aoollcable) | | | | FOR OFFICIAL USE ONLY | | | • Oalms 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-S(e)(l)(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 0MB control number. {1}------------------------------------------------ #### OATH OR AFFIRMATION | I,
Lee Novikoff | swear (or affirm) that, to the best of my knowledge and belief, the | | |--------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------|-------| | financial report pertaining to the firm of | The Tidal Group, Inc. | as of | | 2~
12/31 | is true and correct. I further swear (or affirm) that nei(her the company nor any | | | as that of a customer. | d
partner, officer, director, or equivalent person, as the case may be, has any proprietary in7 erest i ·any account classified solely
/
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~ | | | | J If
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Signature:
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1
- | | | | Title:
President | | #### This filing\*\* contains (check all applicable boxes): - ~ (a) Statement of financial condition. - D (b) Notes to consolidated statement of financial condition. - **!!I** (c) Statement of income (loss) or, if there Is other comprehensive income in the period(s) presented, a statement of comprehensive income (as defined in§ 210.1-02 of Regulation S-X). - **!!I** (d) Statement of cash flows. - !! (e) Statement of changes In stockholders' or partners' or sole proprietor's equity. - D (f) Statement of changes in liabilities subordinated to claims of creditors. - **!!I** (g) Notes to consolidated financial statements. - **!!I** (h) Computation of net capital under 17 CFR 240.15c3-1 or 17 CFR 240.18a-l, as applicable, - D (i) Computation of tangible net worth under 17 CFR 240.18a-2. - **!!I** (j) Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.1Sc3-3. - 0 (k) Computation for determination of security-based swap reserve requirements pursuant to Exhibit Oto 17 CFR 240.1Sc3•3 or Exhibit A to 17 CFR 240.18a-4, as applicable. - D (I) Computation for Determination of PAB Requirements under Exhibit A to§ 240.15c3-3. - D (m) Information relating to possession or control requirements for customers under 17 CFR 240.1Sc3-3. - D (n) Information re lating to possession or control requirements for security-based swap customers under 17 CFR 240.15c3-3(p)(2) or 17 CFR 240.18a-4, as applicable. - ~ (o) Reconciliations, including appropriate explanations, of the FOCUS Report with computation of net capital or tangible net worth under 17 CFR 240.15c3-1, 17 CFR 240.18a-l, or 17 CFR 240.18a-2, as applicable, and the reserve requirements under 17 CFR 240.15c3-3 or 17 CFR 240.18a-4, as applicable, if material differences exist, or a statement that no material differences **exist** - D (p) Summary of financial data for subsidiaries not consolidated in the statement of financial condition. - **ii** (q) Oath or affirmation in accordance with 17 CFR 240.17a-5, 17 CFR 240.17a-12, or 17 CFR 240.18a-7, as applicable. - D (r) Compliance report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - **ii** (s) Exemption report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - 0 (t) Independent public accountant's report based on an examination of the statement of financial condition. - ii (u) Independent public accountant's report based on an examination of the financial report or financial statements under 17 CFR 240.17a-5, 17 CFR 240.18a-7, or 17 CFR 240.17a-12, as applicable. - 0 (v) Independent public accountant's report based on an examination of certain statements in the compliance report under 17 CFR 240.17a-5 or 17 CFR 240,18a-7, as applicable. - ~ (w) Independent public accountant's report based on a review of the exemption report under 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - 0 (x) Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.15c3-le or 17 CFR 240.17a-12, as applicable. - 0 (y) Report describing any material inadequacies found to exist or found to have existed since the date of the previous audit, or a statement that no material inadequacies exist, under 17 CFR 240.17a-12(k}. 0 (z) Other: \_\_\_\_\_\_\_ \_ \_\_\_\_\_\_ \_ \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \_ \_\_\_\_\_ \_ - - •~ro requesc confidential treatment of certain portions of this filing, see 17 CFR 240.l 7o-5(e)(3) or 17 CFR 240.18o-7{d)(2), as applicable. {2}------------------------------------------------ # **The Tidal Group, Inc.** Report of Independent Registered Public Accounting Firm and Financial Statements and Supplemental Information December 31, 2022 Filed Pursuant to Rule 17a-5(e)(3) as a Public Document {3}------------------------------------------------ # **The Tidal Group, Inc. Table of Contents** | Financial Statements | | |-------------------------------------------------|--| | Statement of Financial Condition 3 | | | Statement of Operations 4 | | | Statement of Changes in Stockholder's Equity 5 | | | Statement of Cash Flows 6 | | | Notes to Financial State1nents 7 | | ## **Supplementary Schedules** | Schedule I -
Computation of Net Capital and Aggregate Indebtedness Under Rule I Sc3-1 | | |------------------------------------------------------------------------------------------|--| | of the Securities and Exchange Commission 14 | | | Schedule II and Ill -
Computation for Detennination of Reserve Requirements and | | | lnfonnation Relating to Possession or Control Requirements Under Rule I 5c3-3 of the | | | Securities and Exchange Commission 15 | | {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) 1785 West 2320 South Salt Lake City, UT 84119 \. 801-972-4800 **18** 801-972-8941 e WW\-v.Hayn1eCPAs.com #### **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To the Board of Directors and Shareholders of The Tidal Group, Inc. #### **Opinion on the Financial Statements** We have audited the accompanying statement of financial condition of The Tidal Group, Inc. as of December 31, 2022, the related statements of operations, changes in stockholder's equity, and cash flows for the year then ended, and the related notes and supplemental information (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of The Tidal Group, Inc. as of December 31, 2022, and the results of its operations and it·s 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 The Tidal Group, lnc.'s management. Our responsibility is to express an opinion on The Tidal Group, lnc.'s 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 The Tidal Group, Inc. 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 lo 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 lo 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. #### **Auditor's Report on Supplemental Information** The supplemental information contained in Schedule I - Computation of Net Capital Under SEC Rule 15c3-1, Schedule II - Computation for Determination of Reserve Requirements Under SEC Rule 15c3-3 (exemption) and Schedule Ill - Information Relating to Possession or Control Requirements Under SEC Rule 15c3-3 (exemption) have been subjected to audit procedures performed in conjunction with the audit of The Tidal Group, lnc.'s financial statements. The supplemental information is the responsibility of The Tidal Group, lnc.'s 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 information contained in Schedules I, II, and Ill is fairly stated, in all material respects, in relation to the financial statements as a whole. ![](_page_4_Picture_14.jpeg) ![](_page_4_Picture_15.jpeg) {5}------------------------------------------------ Haynie & Company Salt Lake City, UT February 21, 2023 We have served as The Tidal Group, lnc.'s auditor since 2018 {6}------------------------------------------------ # **The Tidal Group, Inc. Statement of Financial Condition December 31, 2022** ### **Assets** | Cash and cash equivalents
Prepaid expenses
Deferred tax asset
Property and equipment, at cost, less accumulated
depreciation of \$7,796 | \$
757,475
39,734
138,718 | |-----------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------| | Other
Total assets | \$
150
936,077 | | Liabilities and Stockholder's Equity | | | Accounts payable and accrued expenses
State franchise tax payable
Federal income tax payable
Profit sharing plan payable | \$
322
41,353
7,367
254,501 | | Total liabilities | 303,543 | | Stockholder's Equity
Common stock, no par value; 1,000,000 shares
authorized, 156,000 shares issued and outstanding
Retained earnings | 31,200
601,334 | | Total stockholder's equity | 632,534 | | Total liabilities and stockholder's equity | \$
936,077 | {7}------------------------------------------------ # **The Tidal Group, Inc. Statement of Operations Year Ended December** 31, **2022** | Revenues | | |----------------------------------------|---------------| | Fee income | \$ 12,493,445 | | Total revenues | 12,493,445 | | Expenses | | | Salaries, commissions and benefits | 12,047,326 | | Licenses and fees | 55,794 | | Professional fees | 45,615 | | Insurance | l, 140 | | Miscellaneous | 4,346 | | Total expenses | 12,154,221 | | Net Income Before Income Tax Provision | 339,224 | | Income Tax Provision | | | Current -
federal | 12,511 | | Current -
state | 41,353 | | Deferred -
federal | 50,042 | | Total tax provision | 103,906 | | Net Income | 235,318
\$ | {8}------------------------------------------------ # **The Tidal Group,** Inc. Statement of Changes in Stockholder's Equity Year Ended December 31, 2022 | | Common
Stock
Shares | Common
Stock
Amount | Retained
Earnings | Total | |------------------------------|---------------------------|---------------------------|----------------------|---------------| | Balance at December 31, 2021 | l 56,000 | \$
31,200 | \$
366.016 | \$
397,216 | | Net Income | | | 235,318 | 235,318 | | Balance at December 31, 2022 | 156z000 | \$
200
31 1 | \$
601:334 | \$
6321534 | {9}------------------------------------------------ # **The Tidal Group,** Inc. **Statement of Cash Flows Year Ended December 31, 2022** | Cash Flows From Operating Activities | | |----------------------------------------------------------|---------------| | Net income | \$
235,318 | | Adjustments to reconcile net income to net cash provided | | | by operating activities: | | | Change in deferred income taxes | 50,042 | | (Increase) decrease in assets: | | | Prepaid expenses | (3,204) | | Federal income tax receivable | 5,144 | | Increase (decrease) in liabilities: | | | Accounts payable and accrued expenses | (34,307) | | State franchise tax payable | 34,881 | | Federal income tax payable | 7,367 | | Contingent liability | (29,900) | | Profit sharing plan payable | 109,102 | | Net cash provided by operating activities | 374,443 | | Caslt Flows From Investing Activities | | | Net cash provided by investing activities | | | Cash Flows From Financing Activities | | | Net cash provided by financing activities | | | Increase in Cash and Cash Equivalents | 374,443 | | Cash and Cash Equivalents, Beginning of Year | 383,032 | | Cash and Cash Equivalents, End of Year | \$
757,475 | | Supplemental disclosures of cash flow information: | | | Cash paid during the year for: | | | State income taxes | \$
6,472 | {10}------------------------------------------------ ### **Note 1: Significant Accounting Policies** ### **General** The Tidal Group. Inc. (Company), was fonncd for the purpose of selling direct participation oil and gas programs for drilling companies in Texas. The Company is registered with the Securities and Exchange Commission (SEC) and is a member of the Financial Industry Regulatory Authority (FINRA). During 2022, the Company only sold programs for Tidal Petroleum, Inc., a company owned in part by the 100 percent stockholder of the Company. ### **Basis of Presentation** The accompanying financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). ### **Revenue Recognition** The Company recognizes revenue in accordance with ASC Topic 606, *Revenue.from Contracls with Customers.* Revenue is recognized according to a five-step model: (a) identify the contract(s) with· a customer, (b) identify the perfonnance obligations in the contract (c) determine the transaction price, (d) allocate the transaction price to the performance obligations in the contract, and (e) recognize revenue when the entity satisfies a performance obligation. The Company recognizes its share of the proceeds from the participation program units sold at the time that sufficient units have been sold to allow the escrow agent to release the funds held in escrow. The contingency needed to release escrow funds is defined in the offering memorandum for each program. Subsequent sales are recognized when an investor is accepted into the program and the funds are available. Additional cash calls for completion and other costs are recognized when the funds are received by the sponsor, Tidal Petroleum, Inc. The recognition and 1nt~usurement of revenue is based on the assessment of specific programs and significant judgment is required to detennine whether perfonnance obligations are satisfied at a point in time or over time. ### **Customer Security Transactions** The Company does not retain customer funds or securities and is exempt frcm the provisions of the Customer Protection Rule (Rule J Sc3-3 ). #### **Commission Expense** Commissions due the individual brokers under their agreements are recorded when an investor is accepted into the progrdm and the investor funds have cleared the bank. #### **Cash and Cash Equivalents** For purposes of the statement of cash nows, the Company considers cash and cash equivalents to' include cash on hand, demand deposits and certificates of deposit or other highly liquid investments with original maturities of three months or less. {11}------------------------------------------------ ### **Property and Equipment** Property and equipment consist entirely of software costs and are stated at cost less accumulated depreciation. Depreciation is provided using the straight-line method over expected useful lives of three to five years. Normal repair and maintenance items are expensed as incurred. ### **Fair Value of Financial Instruments** FASB ASC 825-10, *Disclosures about Fair Value of Fi11a11cial J11strume111s,* requires disclosure of fair value information about financial instruments, whether or not recognized in the statement of financial condition. F ASB ASC 825-10 excludes certain financial instruments and all non financial instruments from its disclosure requirements. The fair value of financial instruments classified as cash and cash equivalents, prepaid expenses, accounts payable and accrued expenses approximate carrying value, principally because of the short maturity of those items. ### **Income Taxes** The Company utilizes the asset and liability method to account for income taxes. The objective of this method is to establish deferred tax assets and liabilities for the temporary differences between net income for financial reporting basis and tax basis of the Company's assets and liabilities at enacted tax rates expected to be in effect when such amounts are realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Income truces are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes. The deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible, when the assets and liabilities are recovered or settled. Deferred taxes are also recognized for operating losses that are available to offset future taxable income. ### **Estimates** The preparation of financial statements in conformity with generally accepted accounting principles and prevailing industry practices requires management to make estimates and assumptions that affect certain reported amounts and disclosures in the financial statements. Accordingly, actual results could differ from those estimates. ### **Note 2: Prepaid Expenses** Prepaid expenses at December 31, 2022 consist of \$38,708 of 2023 FINRA membership fees and \$1,026 of **other** administrative expenses paid. {12}------------------------------------------------ ### **Note 3: Income Taxes** Income taxes are provided at statutory rates for the tax effects of transactions reported in the financial statements and consist of taxes currently due and for deferred taxes which relate to timing differences for operating losses that are available to offset future taxable income. The guidance on uncertainty in income taxes addresses the determination of whether tax benefits claimed or expected to be claimed on a tax rctum should be recorded in the financial statements. Under this guidance, the Company may recognize the tax benefit from an uncertain tax position only if it is more-likely-than-not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement. The guidance on accounting for uncertainty in income taxes also addresses derecognition, classification, interest and penalties on income taxes, and accounting in interim periods. Management evaluated the Company's tax positions and concluded that the Company had taken no uncertain tax positions that require adjustment to the financial statements to comply with the provisions of this guidance as of December 31, 2022. The Company is no longer subject to income tax examinations by tax authorities for years before 2019 for U.S. Federal income taxes and 2018 for State income taxes. Income tax consists of the following: | Federal | 12,511
\$ | |-----------------------|---------------| | State | 41,353 | | Def erred tax expense | 50.042 | | Total income tax | )03.906
\$ | The actual tax expense differs from the "expected" tax expense computed by applying the U.S. corporate rate of 21 percent as follows: | Computed "expected" federal tax expense | \$
71,237 | |------------------------------------------|--------------| | State franchise tax expense | 41,353 | | Impact of state income tax deductibility | (8,684) | | Total income tax benefit | 1,_J0J,9Jl6 | Using the applicable combined federal tax rate of21%, the deferred tax assets are as follows: | Deferred tax assets: | Amount | Rate | Tax | |---------------------------------|-----------|------|-------------| | Net operating loss carryforward | \$660,558 | 21% | \$ 138.718 | | Net deferred tax assets | | | \$-13.87.l~ | The Company recognizes the accrual of any interest and penalties related to unrecognized tax benefits in income tax expense. The Company recognized no amounts of interest and paid no penalties for the year ended December 31, 2022. {13}------------------------------------------------ ### **Note 4: Commitments and Contingencies** The Company has no knowledge of any violations or any suspected violations of any laws or regulations that would result in a future commitment or create a basis for accruing or disclosing a loss contingency in the financial statements under GAAP during the year ended December 31, 2022. ### **Note 5: Employee Benefit Plan** The Company established a 401 (k) retirement plan in 20 I 8. Eligible employees of the Company may participate in the plan and make voluntary contributions pursuant to a salary reduction agreement. Employees who have completed one year of service with a minimum of 1,000 hours of service worked are eligible. The Company makes an annual suf e harbor contribution of 3% of eligible wages and has the option to make additional profit sharing contributions up to the maximum allowed by IRS regulations. During 2022, total contributions to the plan were \$378,613, of which \$254,50 I was accrued as of December 31, 2022. ### **Note 6: Related Party Transactions** As discussed in Note I, the Company derives all of its income from the sale of direct participation of oil and gas programs for Tidal Petroleum, Inc. Pursuant to this agreement, the Company receives commissions equal to 15 percent of the total cost of the program units sold by brokers of the Company. Additionally, Tidal Petroleum, Inc. pays the majority of all operating expenses including rent. office supplies and utilities, which amounted to approximately \$686,181 for the year ended December 31, 2022. During 2022, Tidal Petroleum. Inc. reimbursed administrative costs totaling \$1,601. This reimbursement is included as a reduction lo salaries, commissions, benefits, and other administrative costs. ### **Note 7: Net Capital Requirements** The Company is subject to the Securities and Exchange Commission's Uniform Net Capital Rule (Ru,le I 5c3-I) which requires .the maintenance of minimum net capital and requires that the ratio of aggregate indebtedness lo net capital, both as defined, shall not exceed IS to I. The Company has elected to use the alternative. method, pennitted by paragraph I 5c3-I (a)(2) of the rule, which requires that the Company maintain minimum net capital, as defined, of not less than \$5,000. The net capital rule also provides that equity capital may not be withdrawn or cash dividends paid if resulting net capital would be less than \$5,000. At December 3 l, 2022, the Company had net capital, as defined, of \$453,932 which was \$433,696 in excess of its required net capital, which is the greater of \$5,000 or 6-2/3 percent of its aggregate indebtedness. #### **Note 8: Risk Management** The Company's transactions involve varying kinds of risk. The Company monitors its exposure to risk on a regular basis. {14}------------------------------------------------ #### **Credit Risk** The Company's exposure to credit risk is associated with nonperformance by customers to purchase participation program units. Should customers foil to perform, the Company may not achieve its program defined contingency limits. #### **Market Risk** Oil and gas prices may influence customers' desire to invest in part:cipation program units. The Company's revenue is directly susceptible to market risk from those oil and gas price fluctuations. #### **Operating Risk** Operating risk focuses on the Company's ability to accumulate, process, and communicate information necessary to conduct its daily operations. Deficiencies in technology, financial systems and controls, and losses attributed to operational problems all pose potential operating risks. In order to mitigate these· risks, the Company has established and maintains an internal control environment which incorporates various control mechanisms· throughout the organization. In addition, the Company periodically monitors its technological needs and makes changes as deemed appropriate. #### **Concentration of Credit Risk** The Company maintains its cash balances at high credit quality financial institutions. At various times throughout the year ended December 31, 2022, the Company had cash on deposit with financial .institutions in excess of federal depository insurance limits. The Company has not experienced and does not anticipate any credit losses on these deposits. #### **Note 9: Indemnifications** In the normal course of its business, the Company indemnifies and g11arantees certain service providers, such ·as clearing and custody-•agents-against specified potential losses in connection with their acting as an agent of, or providing services to, the Company or iN affiliates. The Company also indemnifies some clients against potential losses incurred in the event specified third-party service providers, including subcustodians and third-party brokers, improperly executed transactions. The maximum potential amount of future payments that the Company could be required. to make under these indemnifications cannot" be e~timated. However, the Company believes that it is ~nlikely it ~viii have to make material payments under these arrangements and has not recorded any contingent liabitlty i.n the financial statements f~r these indemnifications. · · · From time to time, the Company has been party to daims from investors who are unhappy with the retums on their inyestments. These claims are resolved in the normal course of business and are not expected to have a negadve impact on the Company's operations. In 2022, the Company paid two claims, recorded as contingent liabilities in the 2021 financial statements, for these indemnifications in the amount of \$29,900. {15}------------------------------------------------ #### **Note 1 O: Subordinated Liabilities** The Company had no subordinated liabilities during the year ended December 3 J, 2022. Therefore, a statement of changes in liabilities subordinated to claims of general creditors has not been presented. ### **Note 11: Subsequent Events** Management has evaluated subsequent events through February 21. 2023, the date which the financial statements were available to be issued, and has detcnnined there are no additional subsequent events to be reported. {16}------------------------------------------------ Supplementary Schedules {17}------------------------------------------------ # **The Tidal Group,** Inc. # Computation of Net Capital and Aggregate Indebtedness Under Rule 15c3-1 of the Securities and Exchange Commission December 31, 2022 | s Equity From Statement of Financial Condition
Total Stockholdc1·1
Deduct Stockholder's Equity Nol Allowable for Net Capital | \$
632,534 | |----------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------| | Total Shareholder's Equity Qualified for Net Capital Add
Liabilities subordiuatcd to the claims <.:f general
creditors allowable in computation of net capital | | | Other allowable credits, deferred taxes | | | Total capital and allowable subordinated liabilities | 632,534 | | Deductions and/or Charges | | | Total non-allowable assets frcm statement of financial condition | 178,602 | | Net Cupital | \$
453,932 | | | | | Computation of Basic Net Capital Requirement: | | | Minimum 11et capital required (6-2/3 percent of aggregate indebtedness) | · 20,236 | | Minimum dolla_r n_et capit~I require!n~nt . | \$
5,000 | | Net capital requirement (greater of above amounts) | \$
20,236 | | Excess net capital | \$
433,6?6 | | Excess net capital (net capital less greater of I 0% of aggregate
indebtedness or 120% of minimum dollar net capital requirement) | \$
423,578 | | Total aggregate indebtedness | \$
303;543 | | Ratio of aggregate indebtedness to net capital | .669 to I | There ar~ no material differences in the amounts presented above and the amounts included ir. the . Company's unaudited FOCUS Repon as of December 3 ! , 2022. {18}------------------------------------------------ # . **The Tidal Group, Inc.** . # **Computation· for Determination of Reserve Requirements and Information Relating to Possession or Control Requirements Under Rule 15c3-3 of the Securities and Exchange Commission December 31, 2022** ·None; the Company is a non-covered Firm, thereby exempt from Rule l 5c3-3 of the Securities and Exchange Commission pursuant to the provisions of Footnote 74 of the Securities and Exchange Commission Release #34-70073. .. i {19}------------------------------------------------ # **The Tidal Group, Inc.** Exemption Report Required under 17a-5(d)(4) December 31, 2022 Filed Pursuant to Rule 17a-5(e)(3) as a Public Document {20}------------------------------------------------ ![](_page_20_Picture_0.jpeg) 1785 West 2320 South Sall Lake City, UT 84119 \\_. 801-972-4800 **18** 801-972-8941 ~ www.HaynieCPAs com #### **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To the Board or Directors and Shareholders of The Tidal Group, Inc. We have reviewed management's statements, included in the accompanying Rule 15c3-3 Exemption Report pursuant to SEC Rule 17a-5, in which (1) The Tidal Group, Inc. (the Company) did not claim an exemption under paragraph (k) of 17 C.F.R. §240.15c3-3, and (2) the Company is filing this Exemption Report relying on Footnote 7 4 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5 because the Company limits its business activities exclusively to Private Placement contracts with the sole purpose or selling direct participation in oil and gas programs. In addition, the Company did not directly or indirectly receive, t1old, 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 the Company; did not carry accounts of or for customers; and did not carry PAB accounts (as defined in Rule 15c3-3) throughout the most recent fiscal year without exception. The Tidal Group, lnc.'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 The Tidal Group, lnc.'s 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 upon the Company's business activities contemplated by Footnote 7 4 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5, and related SEC Staff Frequently Asked Questions. Haynie & Company Salt Lake City, Utah February 21, 2023 ![](_page_20_Picture_13.jpeg) ![](_page_20_Picture_14.jpeg) ![](_page_20_Picture_15.jpeg) {21}------------------------------------------------ ### **The Tidal Group, Inc. Exemption Report Required under 17a-5(d)(4) December 31, 2022** The Tidal Group, Inc. (the ··Company") is a registered broker-dealer subject to Ruic 17a-5 promulgated by the Securities and Exchange Commission ( 17 C.F.R. § 240. l 7a-5, ··Repo11s to be made by certain brokers and dealers"). The Company is a non-covered Finn, thereby exempt from Ruic I 5c3-3 or the Securities and Exchange Conunission pursuant to the provisions of footnote 74 of the Securities and Exchange Commission Release #34-70073 . The Company limits its business activities ro participating in distributions of securities (other than firm commitment underwritings) in accordance with the requirements of paragraphs (a) or (b)(2) of Rule I 5c2-4. This Exemption Report was prepared as required by 17 C.F.R. § 240. I 7a-5(d)( I) and (4). To the best of its knowledge and belief. the Company states the fo llowing: During the year ended December 3 1, 2022 the firm: - I. did not directly or ind irectly 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 Ruic I 5c2-4: - 2. did not carry accounts of or for customers; and - 3. did not carry PAR accounts (as defined in Ruic I ScJ-3). I, Lee Novikoff, swear (or aflirm) that, to my best knowledge and belief, this Exen1ption Rcpo11 is true and correct. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.