# TRANSPACIFIC GROUP LLC X-17A-5 (2023-02-28) — Broker-dealer annual report - Company: TRANSPACIFIC GROUP LLC - Form: X-17A-5 - Filed: 2023-02-28 - Period: 2022-12-31 - Accession: 0001396609-23-000001 - CIK: 1396609 - File #: 8-67611 - Type: Broker-dealer - Material weakness: No - Auditor: Raphael Goldberg Nikpour Cohen & Sullivan Certified Public Accountants PLLC - Auditor location: WOODBURY, NY - Contact: Phyllis Chin - Phone: 2127524422 - Email: pchin@dfppartners.com - Website: dfppartners.com - Signed by: Phyllis Chin (CFO) Original filing: https://www.sec.gov/Archives/edgar/data/1396609/000139660923000001/tpgpublic.pdf --- {0}------------------------------------------------ # TRANSPACIFIC GROUP LLC Statement of Financial Condition Pursuant to Rule 17a-5 under the Securities Exchange Act of 1934 December 31, 2022 {1}------------------------------------------------ # **UNITED STATES SECURITIES AND EXCHANGE COMMISSION** #### **Washington, D.C. 20549** # **ANNUAL REPORTS FORM X-17A-5 PART III** | FACING PAGE | | | | | | |------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------|--------------------------------------------|--|--| | REPORT FOR THE PERIOD BEGINNING | Information Required Pursuant to Rules 17a-5, 17a-12, and 18a-7 under the Securities Exchange Act of 1934
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REGISTRANT IDENTIFICATION | | | | | | | NAME OF FIRM: Transpacific Group LLC | | | | | | | TYPE OF REGISTRANT (check all applicable boxes):
☒Broker-dealer
☐ Check here if respondent is also an OTC derivatives dealer | ☐Security-based swap dealer | ☐Major security-based swap participant | | | | | ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use P.O. Box No.)
429 LENOX AVE, SUITE 505 | | | | | | | | (No. and Street) | | | | | | MIAMI BEACH | FL | | 33139 | | | | (City) | (State) | | (Zip Code) | | | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | | | PHYLLIS CHIN | 212-751-4422 | | PCHIN@DFPPARTNERS.COM | | | | (Name) | (Area Code – Telephone Number) | | (Email Address) | | | | | B.
ACCOUNTANT IDENTIFICATION | | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing* | | | | | | | Raphael Goldberg Nikpour Cohen & Sullivan Certified Public Accountants PLLC | | | | | | | | (Name – if individual, state last, first, middle name) | | | | | | 97 FROEHLICH FARM BLVD | WOODBURY | NY | 11797 | | | | (Address) | (City) | (State) | (Zip Code) | | | | 02/23/2010 | | | 5028 | | | | (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.** OMB APPROVAL OMB Number: 3235-0123 Expires: Oct. 31, 2023 Estimated average burden hours per response: 12 SEC FILE NUMBER **8-67611** {2}------------------------------------------------ - - - - - - - - - - - - - - - - - - - - - - - - - - {3}------------------------------------------------ # TRANSPACIFIC GROUP LLC DECEMBER 31, 2022 # **CONTENTS** | | PAGE | |------------------------------------------------------------|------| | Report
of Independent Registered Public Accounting Firm | 1 | | Statement of Financial Condition | 2 | | Notes to Financial Statement | 3-9 | {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) # **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To the Managing Member of TransPacific Group LLC #### **Opinion on the Financial Statement** We have audited the accompanying statement of financial condition of TransPacific Group LLC (the "Company") (a limited liability company), as of December 31, 2022, and the related notes to the financial statement. In our opinion, the statement of financial condition presents fairly, in all material respects, the financial position of TransPacific Group LLC as of December 31, 2022, in conformity with accounting principles generally accepted in the United States of America. #### **Basis for Opinion** This financial statement is the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statement 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 ("SEC") 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 statement is 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 statement, 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 statement. 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 statement. We believe that our audit provides a reasonable basis for our opinion. Raphael Goldberg Nikpour Cohen & Sullivan Certified Public Accountants PLLC We have served as TransPacific Group LLC's auditors since 2016 Woodbury, New York February 28, 2023 {5}------------------------------------------------ # TRANSPACIFIC GROUP LLC STATEMENT OF FINANCIAL CONDITION DECEMBER 31, 2022 | ASSETS | | | |----------------------------------------|----|-----------| | Cash | \$ | 1,412,433 | | Accounts receivable | | 736,000 | | Prepaid expenses | | 22,021 | | Other assets | | 113,000 | | Right of use asset - operating lease | | 73,816 | | TOTAL ASSETS | \$ | 2,357,270 | | LIABILITIES AND MEMBER'S EQUITY | | | | Liabilities | | | | Accrued expenses and other liabilities | | 187,612 | Warrant reserve 10,000 Lease liability 74,806 Member's equity 2,084,852 TOTAL LIABILITIES 272,418 TOTAL LIABILITIES AND MEMBER'S EQUITY \$ 2,357,270 The accompanying notes are an integral part of this financial statement {6}------------------------------------------------ #### NOTE 1. ORGANIZATION AND NATURE OF BUSINESS TransPacific Group LLC (the "Company"), a Delaware limited liability company, was formed on January 29, 2007. The Company, a broker-dealer registered with the Securities and Exchange Commission ("SEC") and a member of the Financial Industry Regulatory Authority ("FINRA"), acts as a third-party selling agent for private collective investment vehicles. The Company will continue indefinitely, unless terminated sooner by management. # NOTE 2. SIGNIFICANT ACCOUNTING POLICIES # Basis of Presentation The Company's financial statement has been prepared in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP"). # Use of Estimates The preparation of the financial statement in conformity with U.S. GAAP 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 statement. Actual results could differ from those estimates. # Income Taxes The Company is a single member limited liability company. The Internal Revenue Code ("IRC") provides that any income or loss is passed through to the member for federal and state income tax purposes. Accordingly, the Company has not provided for federal or state income taxes. U.S. GAAP requires evaluation of tax positions taken or expected to be taken in the course of preparing the tax returns to determine whether the tax positions are more likely than not of being sustained by the applicable tax authority. The Company concluded that it does not have any unrecognized tax benefits or any additional tax liabilities for any uncertain positions as of December 31, 2022. # Fair Value of Financial Assets and Liabilities The majority of the Company's financial assets and liabilities are recorded at amounts that approximate fair value. Such assets and liabilities include cash, accounts receivables, other assets, and accrued expenses and other liabilities. In accordance with ASC Topic 820, Fair Value Measurements and Disclosures, the fair value estimates are measured within the fair value hierarchy. {7}------------------------------------------------ # NOTE 2. SIGNIFICANT ACCOUNTING POLICIES (Continued) # Fair Value of Financial Assets and Liabilities (Continued) The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under applicable guidance are described below: • Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; • Level 2 - Quoted prices in markets that are not active, or inputs that are observable either directly or indirectly, for substantially the full term of the asset or liability; • Level 3 - Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity). All assets and liabilities are Level 2, except for cash which is considered as Level 1. # Cash The Company maintains all of its cash balances at one financial institution. At times, these balances may exceed Federal Deposit Insurance Corporation insured limits. The Company has not experienced any losses in such accounts. # Allowance for Credit Losses The Company accounts for credit losses in accordance with ASC Topic 326, Financial Instruments – Credit Losses ("ASC Topic 326"). ASC Topic 326 impacts the impairment model for certain financial assets measured at amortized cost by requiring a current expected credit loss ("CECL") methodology to estimate expected credit losses over the entire life of the financial asset, recorded at inception or purchase. The Company has the ability to determine there are no expected credit losses in certain circumstances. The Company identified accounts receivable, prepaid expenses and other assets which are carried at amortized cost as in scope for consideration under ASC Topic 326. The allowance for credit losses is based on the Company's expectation of the collectability of financial instruments carried at amortized cost, including other assets utilizing the CECL framework. {8}------------------------------------------------ # NOTE 2. SIGNIFICANT ACCOUNTING POLICIES (Continued) #### Allowance for Credit Losses (Continued) The Company considers factors such as historical experience, credit quality, age of balances and current and future economic conditions that may affect the Company's expectation of the collectability in determining the allowance for credit losses. The Company's expectation is that the credit risk associated with other assets is not significant until they are90 days past due based on the contractual arrangement and expectation of collection in accordance with industry standards. At December 31, 2022, \$736,000 was receivable from two customers and included on the Statement of Financial Condition. The Company did not record an allowance for credit losses at December 31, 2022. #### Leases The Company recognizes and measures its lease in accordance with ASC Topic 842, Leases. The Company is a lessee in a noncancelable operating lease, for office space. The lease liability is initially and subsequently recognized based on the present value of its future lease payments. The discount rate is the implicit rate if it is readily determinable or otherwise the Company uses its incremental borrowing rate. The implicit rate of the lease is not readily determinable and accordingly, the Company used its incremental borrowing rate based on the information available at the commencement date for the lease. The Company's incremental borrowing rate for a lease is the rate of interest it would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms and in a similar economic environment. The Right-of-use asset ("ROU") is subsequently measured throughout the lease term at the amount of the remeasured lease liability (i.e., present value of the remaining lease payments), plus unamortized initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received, and any impairment recognized. Lease cost for lease payments is recognized on a straight-line basis over the lease term. The Company has elected, for all underlying classes of assets, to not recognize ROU assets and lease liabilities for short-term leases that have a lease term of 12 months or less at lease commencement, and do not include an option to purchase the underlying asset that the Company is reasonably certain to exercise. The Company recognizes the lease cost associated with its shortterm leases on a straight-line basis over the lease term. {9}------------------------------------------------ #### NOTE 3. RELATED PARTY TRANSACTIONS As of January 1, 2022, the Company entered into a Services Agreement with their affiliate TransPacific Group (Asia) Ltd., ("TPG Asia"). As part of the Services Agreement, the Company agreed to make available to TPG Asia the services of certain of its officers and employees required by TPG Asia to conduct its business and as such charged an Administrative Support Service Fee on a monthly basis. ### NOTE 4. NET CAPITAL REQUIREMENT The Company is subject to the SEC Uniform Net Capital 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. At December 31, 2022, the Company had net capital of \$1,201,360 which was \$1,188,235 in excess of its required net capital of \$13,125. The Company's net capital ratio was .16 to 1. The Company does not claim an exemption under paragraph (k) of 17 C.F.R. § 240. 15c3- 3. (2). The Company is files an Exemption Report relying on Footnote 74 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 placements of securities; and the Company (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 the Company); (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 without exception. # NOTE 5. WARRANT RESERVE The Company has received a deposit of \$10,000 from an entity which has the right to convert this deposit into capital at a future date based on terms disclosed in its warrant agreement. #### NOTE 6. CONCENTRATION OF CREDIT RISK In the normal course of its business, the Company enters into financial transactions where the risk of potential loss due to changes in the market (market risk) or failures of the other parties to the transaction to perform (counterparty risk) exceeds the amounts recorded for the transaction. {10}------------------------------------------------ #### NOTE 6. CONCENTRATION OF CREDIT RISK (Continued) The Company's policy is to continuously monitor its exposure to the market and counterparty risk through the use of a variety of financial, position and credit exposure reporting and control procedures. In addition, the Company has a policy of reviewing the credit standing of each brokerdealer, clearing organization, customer and/or other counterparty with which it conducts business. As of December 31, 2022, there were no customer accounts having debit balances which presented any risks, nor was there any exposure with any other transaction conducted with any other broker. Fees receivable relating to two customers accounted for 100% of the fees receivable. ## NOTE 7. LEASES The Company has obligations as a lessee for office space, with initial noncancelable terms in excess of one year. The Company classified this lease as an operating lease. The Company's lease does not include termination options for either party to the lease or restrictive financial or other covenants. Payments due under the lease contract include fixed payments plus variable payments. The Company's office space lease requires it to make variable payments for the Company's proportionate share of the building's property taxes, insurance, and common area maintenance. These variable lease payments are not included in lease payments used to determine lease liability and are recognized as variable costs when incurred. Amounts included on the Statement of Financial Condition as of December 31, 2022 were as follows: | Right of use asset - operating lease | \$73,816 | |--------------------------------------|----------| | Lease liability | \$74,806 | The lease commenced February 1, 2022 and will expire on January 31, 2025. The discount rate used on the lease was 3.25%. Maturities of lease liabilities under noncancelable operating leases as of December 31, 2022 are as follows: | Year Ending December 31, | Amount | |--------------------------------------|----------| | 2023 | \$36,630 | | 2024 | 37,710 | | 2025 | 3,150 | | | \$77,490 | | Less: imputed interest | (2,684) | | Lease liability at December 31, 2022 | \$74,806 | {11}------------------------------------------------ #### NOTE 8. COMMITMENTS AND CONTINGENT LIABILITIES The Company had no underwriting commitments, no contingent liabilities and had not been named as defendant in any lawsuit at December 31, 2022 or during the year then ended. # NOTE 9. RETIREMENT PLANS The Company maintains a profit sharing plan covering eligible employees. Employees are vested at 20% per year after 2 years of service. Annual contributions to the plan are at the discretion of the Managing Member and are limited to the percentage of eligible employee compensation under relevant Internal Revenue Code sections. For the year ended December 31, 2022, the Company contributed \$35,342 to the plan, which is included in accrued expenses and other liabilities on the Statement of Financial Condition. The Company sponsors a 401(k) for eligible employees providing pre-tax salary deferrals. For the year ended December 31, 2022, the Company contributed \$26,675 as a safe harbor contribution to the plan, which is included in accrued expenses and other liabilities on the Statement of Financial Condition. The Company's defined benefit pension plan was terminated in 2022 and all asset were fully distributed. # NOTE 10. GUARANTEES ASC Topic 460, Guarantees,("ASC Topic 460") requires the Company to disclose information about its obligations under certain guarantee arrangements. ASC Topic 460 defines guarantees as contracts and indemnification agreements that contingently require a guarantor to make payments to the guaranteed party based on changes in an underlying value (such as an interest or foreign exchange rate, security or commodity price, an index or the occurrence or nonoccurrence of a specified event) related to an asset, liability or equity security of a guaranteed party. This guidance also defines guarantees as contracts that contingently require the guarantor to make payments to the guaranteed party based on another entity's failure to perform under an agreement as well as indirect guarantees of the indebtedness of others. The Company has issued no guarantees at December 31, 2022 or during the year then ended. # NOTE 11. INDEMNIFICATIONS In the normal course of business, the Company provides representations and warranties in connection with its engagements and occasionally indemnifies it against potential losses caused by the breach of those representations and warranties. The maximum potential amount of future payments that the Company could be required to make under these indemnifications cannot be estimated. The Company does not believe that the outcome of any of these indemnifications will have a material impact and has not recorded any contingent liability in this financial statement. {12}------------------------------------------------ #### NOTE 12. SUBSEQUENT EVENTS Subsequent events have been evaluated through February 28, 2023, the date the financial statement was available to be issued. There have been no subsequent events requiring recognition or disclosure in the financial statement. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.