# BWK TRINITY CAPITAL SECURITIES LLC X-17A-5 (2020-03-02) — Broker-dealer annual report - Company: BWK TRINITY CAPITAL SECURITIES LLC - Form: X-17A-5 - Filed: 2020-03-02 - Period: 2019-12-31 - Accession: 0001172611-20-000001 - CIK: 1172611 - File #: 8-65334 - Material weakness: No - Auditor: DeMarco Sciaccotta Wilkens & Dunleavy, LLP - Auditor location: Frankfort, IL - Contact: Melody Nishino - Phone: 3102313109 - Signed by: Eugene Orrico (Chief Financial Officer) Original filing: https://www.sec.gov/Archives/edgar/data/1172611/000117261120000001/longbwk1.pdf --- {0}------------------------------------------------ FINANCIAL STATEMENTS AND REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM PURSUANT TO RULE 17A-5 > DECEMBER 31, 2019 (CONFIDENTIAL) {1}------------------------------------------------ **UNITEDSTATES SECURITIESANDEXCHANGECOMMISSION Washington, D.C. 20549** 0MB APPROVAL 0 MB Number: 3 235·01 23 Expires: August 31. 2020 Estimated average b urden hours per res[Jonse ...... 12.00 I SEC FILE NUMBER 8-65334 # **ANNUAL AUDITED REPORT FORM X·17A-5 PART Ill** **FACING PAGE** Information Required of Brokers and Dealers Pursuant to Section 17 of the Securities Exchange Act of 1934 and Rule 17a-5 Thereunder | REPORT FOR THE PERIOD BEGINNING 01/01/2019 | | AND ENDING 12/31/2019 | ---------- | | |--------------------------------------------|---------------------------------------------------------------------------|-----------------------|--------------------------------|--| | | MM/DD/YY | | MMIDD.IYY | | | | A. REGISTRANT IDENTIFICATION | | | | | | NAME oF BROKER-DEALER: BWK Trinity Capital Securities, LLC | | OFFICIAL USE ONLY | | | | ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use P.O. Box No.) | | FIRM 1.0. NO. | | | 11755 Wilshire Blvd Suite 2450 | | | | | | | {No. and Street) | | | | | Los Angeles | CA | | 90025 | | | (City) | (State) | | (Zip Code) | | | Eugene Orrico 310-268-8330 | NAME AND TELEPHONE NUMBER OF PERSON TO CONTACT IN REGARD TO THlS REPORT | | | | | | | | (Area Code - Telephone Number) | | | | B. ACCOUNTANT IDENTIFICATION | | | | | | INDEPENDENT PUBLIC ACCOUNT ANT whose opinion is contained in this Report" | | | | | | DeMarco Sciaccotta Wilkens & Dunleavy, LLP | | | | | | {Name - 1findtridu11/, stale last, first, middle name) | | | | | | 9645 W Lincolnway Lane Ste 214A Illinois | CA | 60423 | | | (Address) | (Cily) | (State) | (7.ip Cod~) | | | CHECK ONE: | | | | | | I
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certified Public Accountant | | | | | | Public Accountant | | | | | | Accoun | t not resident in United States or any of its possessions. | | | | | | FOR OFFICIAL USE ONLY | | | | | | | | | | | | | | | | | | | | | | *\*Claims for exemption from the requirement that the annual report be covered by the opinion of an independent public accountanl must be l-upported by a statement of facts and circumstances relied on as the basis for the exemption. See Section 240. l7a-5(e}(2)* > **Potential 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.** {2}------------------------------------------------ #### **OATH OR AFFIRMATION** | 1, Eugene Orrico | , swear (or affirm) that, to the best of | |---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------| | ------------------------
BWK Trinity Capital Securities, LLC | my knowledge and belief the accompanying financial statement and supporting schedules pertaining to the firm of
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as | | of December 31 | -
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, are true and correct. I further swear ( or affirm) that | | classified solely as that of a customer, except as follows: | neither the company nor any partner, proprietor, principal officer or director has any proprietary interest in any account | | None | | | ~······~ui;NEnEcATRlcEIU>sef
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Comm. No. 2190511
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This report** contains (check all applicable boxes):
0 (a) Facing Page.
[Z] (b) Statement of Financial Condition. | | | of Comprehensive Income (as defined in §210.1-02 of Regulation S-X).
0
(d) Statement of Changes in Financial Condition.
0 (e) Statement of Changes in Stockholders' Equity or Partners' or Sole Proprietors' Capital.
D (f) Statement of Changes in Liabilities Subordinated to Claims of Creditors.
§ (g) Computation of Net Capital.
(h) Computation for Determination of Reserve Requirements Pursuant to Rule 15c3-3.
(i) Information Relating to the Possession or Control Requirements Under Rule l 5c3-3. | [2J ( c) Statement of Income (Loss) or, if there is other comprehensive income in the period(s) presented, a Statement
D U) A Reconciliation, including appropriate explanation of the Computation of Net Capital Under Rule l 5c3-
I and the
Computation for Determination of the Reserve Requirements Under Exhibit A of Rule \ Sc3-3. | | consolidation.
[Z] (I) An Oath or Affirmation.
D (m) A copy of the SIPC Supplemental Report. | D (k) A Reconciliation between the audited and unaudited Statements of Financial Condition with respect to methods of
0 (n) A report describing any material inadequacies found to exist or found to have existed since the date of the previous audit. | "\* *For conditions of confidential treatment of certain portions of this filing, see section 240. /7a-5 (e){J).* {3}------------------------------------------------ ### **FINANCIAL STATEMENTS** ### **December 31, 2019** ### **Table of Contents** Report of Independent Registered Public Accounting Firm Financial Statements: Statement of Financial Condition Statement of Operations and Changes In Member's Equity Statement of Cash Flows Notes to Financial Statements Supplemental Information Required by Rule 17a-5 of the Securities Exchange Act of 1934: Schedule I - Computation of Net Capital under Rule 15c3-1 of the Securities and Exchange Commission Schedule II - Computation for Determination of Reserve Requirements under Rule 15c3-3 Schedule Ill - Information Relating to Possession or Control Requirements under Rule 15c3-3 Report of Independent Registered Public Accounting Firm - Exemption Report {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) #### REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Member of BWK Trinity Capital Securities, LLC #### **Opinion on the Financial Statements** We have audited the accompanying statement of financial condition of BWK Trinity Capita] Securities, LLC (the "Company") as of December 31, 2019, and the related statements of operations and changes in member's 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 BWK Trinity Capital Securities, LLC as of December 31, 2019, 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 the Company's management. Our responsibility is to express an opinion on the Company'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 Company 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 perfonn 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 perfonning 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 evaJuating 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 information in Schedules I, II and Ill (the "supplemental information") has been subjected to audit procedures perfonned in conjunction with the audit of the Company's financial statements. The supplemental information is the responsibility of the Company's management. Our audit procedures included determining whether the supplemental information reconciles to the financiaJ statements or the underlying accounting and other records, as applicable, and perfonning procedures to test the completeness and accuracy of the information presented in the supplemental info1mation. 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 in Schedules I, II and III is fairly stated, in all material respects, in relation to the financial statements as a whole. We have served as BWK Trinity Capital Securities, LLC's auditor since 2015. '))e~!t.c~ ~'bc,,."'7 II.I Frankfort, Illinois February 25, 2020 > Phone:708.489.1680 Fax:847.750.0490 I **dscpagroup.com** 9645 W. Lincolnway Lane, Suite 214A I Frankfort, IL 60423 2639 Fruitville Road, Suite 303 I Sarasota, FL 34237 {5}------------------------------------------------ ### **STATEMENT OF FINANCIAL CONDITION DECEMBER 31, 2019** #### **ASSETS** | Cash
Prepaid Expenses | \$
21,882
3,072 | |-------------------------------------------------------|-----------------------| | Total Assets | \$
24,954 | | LIABILITIES AND MEMBER'S EQUITY | | | Liabilities:
Accounts Payable and Accrued Expenses | \$
3,000 | | Member's Equity | 21,954 | | Total Liabilities and Member's Equity | \$
24,954 | {6}------------------------------------------------ ### **STATEMENT OF OPERATIONS AND CHANGES IN MEMBER'S EQUITY YEAR ENDED DECEMBER 31, 2019** | Revenues~ Investment Banking Fees | \$ | |------------------------------------|--------------| | Operating Expenses: | | | Professional And Consulting Fees | 25,588 | | Regulatory Fees | 4,973 | | Management Fee | 6,000 | | Other Operating Expenses | 2,063 | | Total Operating Expenses | 38,624 | | Net Loss | (38,624) | | Member's Equity, Beginning Of Year | 19,078 | | Contributions From Member | 41,500 | | Member's Equity, End Of Year | \$
21,954 | {7}------------------------------------------------ ### **STATEMENT OF CASH FLOWS YEAR ENDED DECEMBER 31, 2019** | Cash Flows from Operating Activities: | | |-------------------------------------------------------|----------------| | Net Loss | \$
(38,624) | | Adjustments to Reconcile Net Loss to Net Cash Used in | | | Operating Activities: | | | Adjustments: | | | Decrease in Prepaid Expenses | 431 | | Decrease in Accounts Payable and Accrued Expenses | (500) | | Net Cash (Used) in Operating Activities | (38,693) | | Financing Activities: | | | Member Contribution | 41,500 | | Net Cash Provided by Financing Activi1ies | 41,500 | | Net Increase in Cash | 2,807 | | Cash, Beginning of Year | 19,075 | | Cash, End of Year | \$
21,882 | The accompanying notes are an integral part of these financial statements {8}------------------------------------------------ ### **NOTES TO FINANCIAL STATEMENTS** ### **Year Ended December 31, 2019** ### **Note 1 - Organization and summary of significant accounting policies** ### **Organization and business activity** BWK Trinity Capital Securities, LLC (the "Company") was organized in the State of Delaware on March 14, 2002. The Company is a broker-dealer registered with the Securities and Exchange Commission (the "SEC") and is a member of the Financial Industry Regulatory Authority, Inc ("FINRA"). The Company is a single member limited liability company, wholly-owned by Trinity Capital, LLC ("Member"). The Company provides brokerage services in connection with the private placement of securities and is reimbursed for the related direct expenses it incurs. The Company is exempt from the provisions of rule 15c3-3 under the Securities Exchange Act of 1934, in that the Company's activities are limited to those set forth in the conditions for exemption appearing in paragraph (k)(2)(i) of the rule. The Company has not entered into an agreement with a clearing broker as of December 31, 2019 and, accordingly, the Company has not carried customer accounts, taken custody of securities or extended margin credit to its customers. As a limited liability company, the member's liability is limited based on relevant state law. #### **Basis of presentation** The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP"). #### **Concentration** The Company's cash is on deposit at one financial institution and the balance at times may exceed the federally insured limit. The Company believes it is not exposed to any significant credit risk to cash. #### **Use of estimates** The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. #### **Revenue recognition** Financial advisory fees are recognized during the period in which services are rendered. Investment banking fees are contingent on, and are recognized upon, the successful completion of a project. Warrants received for services rendered are recognized at fair value when received or later to the extent services have not yet been completed. Compensation received from customer agreements not currently earned are reported as deferred revenue. Investment banking and financial advisory fees are generated from services related to a limited number of transactions. Due to the nature of the Company's business, the size of any one transaction may be significant to the Company's operations for the period. #### **Income taxes** The Company is a limited liability company and is classified as a disregarded entity for federal income tax purposes. The Company's profits and losses are reportable by the member on its income tax return. As a single member limited liability company, the Company files no income tax returns, except for the State of California. Accordingly, no provision for income taxes has been reflected in the financial statements. {9}------------------------------------------------ ### **NOTES TO FINANCIAL STATEMENTS** ### **Year Ended December 31, 2019** The Member is no longer subject to examination by tax authorities for federal, state or local income taxes for periods before 2016. The Company accounts for any potential interest or penalties related to possible future liabilities for unrecognized income tax benefits as other expenses. ### **Note 2 • Related-party transactions** The Company's member performs business advisory services and has the ability to influence the costs allocated to the Company. During the year ended December 31, 2019, the Company was provided services by its member and some costs were incurred by the Company's member on its behalf. In accordance with the expense sharing agreement between the Company and its member, the Company is not charged for services provided by the member, and is released from any liability relating to costs incurred by the member on behalf of the Company. In accordance with the expense sharing agreement, the Company is charged a \$6,000 per year management fee, which is included on the statement of operations and was considered a member contribution in 2019. The member may allocate expenses to the Company at its discretion: however, no such expenses were allocated in 2019. ### **Note 3 - Net capital requirements** The Company is subject to the SEC Uniform Net Capital Rule (rule 15c3-1 ), which requires the maintenance of minimum net capital and requires that the ratio of aggregate indebtedness to net capital, both as defined, shall not exceed 15 to 1. Rule 15c3-1 also provides that equity capital may not be withdrawn or cash distributions paid if the resulting net capital ratio would exceed 1 O to 1. At December 31 , 2019, the Company had net capital of \$18,883, which was \$13,883 in excess of the required net capital of \$5,000. The Company's aggregate indebtedness to net capita! ratio was 0.16 to 1. #### **Note 4 - Leases** In February 2016, the FASB issued ASU 842, Leases, which requires lessees to recognize most leases on their balance sheets as a right-of-use (ROU) asset with a corresponding lease liability. Additional qualitative and quantitative disclosures are also required. The Company adopted the standard effectlve January 1, 2019 using the cumulative-effect adjustment transition method, which applies to the provisions of the standard at the effective date without adjusting the comparative periods presented. The Company also adopted the practical expedient and made an accounting policy election allowing lessees to not recognize right-of-use assets and liabilities for leases with a term of 12 months or less. The Company was not a party to any leases in excess of 12 months during the year ended December 31, 2019. #### **Note 5 - Subsequent Events** In February 2020, the Company's member, Trinity Capital LLC, announced a definitive agreement for the sale of certain assets to Citizens Financial Group, Inc. The transaction is expected to close in the first quarter of 2020 subject to regulatory approval. Under the terms of the agreement, Citizens' wholly-owned subsidiary, Cltizens Capital Markets, Inc. ("CCMI"), will purchase the assets of Trinity Capital and upon closing, Trinity Capital will operate as a division of CCMI. {10}------------------------------------------------ ## **SCHEDULE I COMPUTATION OF NET CAPITAL UNDER RULE 15c3-1 OF THE SECURITIES AND EXCHANGE COMMISSION DECEMBER 31, 2019** | Net Capital:
Member's Equity | \$
21,954 | |-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------| | Deduct Nonal!owable Assets -
Prepaid Expenses | 3,072 | | Net Capital | \$
18,882 | | Aggregate Indebtedness -
Total Liabilities | \$
3,000 | | Computation of Basic Net Capital Requirement:
Minimum Net Capital Required (Greater of 6-2/3% of
Aggregate Indebtedness or \$5,000 Minimum
Dollar Net Capital Requirement) | \$
5,000 | | Excess Net Capital Over Minimum Net Capital | \$
13,882 | | Net Capital Less Greater Of 10% of Aggregate
Indebtedness or 120% of \$5,000 Minimum
Net Capital Required | \$
12,882 | | Ratio of Aggregate Indebtedness to Net Capital | 0.16 | No material discrepancies exist between the above computation and the computation included in the Company's corresponding unaudited Form X-17 A-5 Part IIA filing. See Report of Independent Registered Public Accounting Firm. {11}------------------------------------------------ # **SCHEDULE** II **COMPUTATION FOR DETERMINATION OF RESERVE REQUIREMENTS UNDER RULE 1 Sc-3-3 FOR THE YEAR ENDED DECEMBER 31, 2019** The Company is exempt from the Reserve Requirements according to the provisions of Rule 15c3-3(k}(2)(i). See Report of Independent Rgistered Public Accounting Firm. {12}------------------------------------------------ # **SCHEDULE** Ill **INFORMATION RELATING TO POSSESSION OR CONTROL REQUIREMENTS UNDER RULE 15c3-3 FOR THE YEAR ENDED DECEMBER 31, 2019** The Company is exempt from Rule 15c3-3 as it relates to Possession or Control requirements under the 15c3-3(k)(2)(i) exemptive provision. {13}------------------------------------------------ ![](_page_13_Picture_0.jpeg) #### REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Member of BWK Trinity Capital Securities, LLC We have reviewed management's statements, included in the accompanying exemption report, in which (1) BWK Trinity Capital Securities, LLC identified the following provisions of 17 C.F.R. section 15c3-3(k) under which BWK Trinity Capital Securities, LLC claimed an exemption from 17 C.F.R. section 240.15c3-3(k)(2)(i) (exemption provisions) and (2) BWK Trinity Capital Securities, LLC stated that BWK Trinity Capital Securities, LLC met the identified exemption provisions throughout the most recent fiscal year without exception. BWK Trinity Capital Securities, LLC'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 BWK Trinity Capital Securities, LLC'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 on the provisions set forth in paragraph (k)(2)(i) of Rule 15c3-3 under the Securities Exchange Act of 1934. *}le~!~~jl..~ll/* Frankfort, Illinois February 25, 2020 {14}------------------------------------------------ ![](_page_14_Picture_0.jpeg) ## BWK Trinity Capital Securities1 LLC's Exemption Report BWK Trinity Capital Securities, LLC ("the Company") is a registered broker-dealer subject to Rule 17a-5 promulgated by the Securities and Exchange Commission (17 C.F.R. §240.1 ?a-5, "Reports to be made by certain brokers and dealers"). This Exemption Report was prepared as required by 17 C.F.R. §240.17a-5(d)(1) and (4). To the best of its knowledge and belief, the Company states the following: The Company is exempt from 17 C.F.R. §240.15c3-3 under section (k)(2)(i) of the rule. The Company has met the identified exemption provisions throughout the most recent fiscal year ended December 31, 2018, without exception. The Company does not carry customer margin accounts nor does it hold customer funds or securities. BWK Trinity Capital Securities, LLC I, Eugene Orrico, swear (or affirm) that, to the best knowledge and belief, this Exemption Report is true and correct. By:\_ 't\_ . \_0\_ ~ \_\_\_\_ \_ Title: Chief Financial Officer February 25, 2020 Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.