# TNCP, LLC X-17A-5 (2021-01-22) — Broker-dealer annual report - Company: TNCP, LLC - Form: X-17A-5 - Filed: 2021-01-22 - Period: 2020-12-31 - Accession: 0001461130-21-000001 - CIK: 1461130 - File #: 8-68220 - Material weakness: No - Auditor: Ohab and Company, PA - Auditor location: Maitland, FL - Contact: Frederick Rossetti - Phone: 203-604-2007 - Email: pam@ohobco.com - Website: ohobco.com - Signed by: Frederick Rossetti (President) Original filing: https://www.sec.gov/Archives/edgar/data/1461130/000146113021000001/TNCPPublic2020.pdf --- {0}------------------------------------------------ # PUBLIC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 | | QMB APPROVAL | |--------------------------|------------------| | QMB Number. | 3235-0123 | | Expires: | October 31, 2023 | | Estimated average burden | | | hours per response . | . 12.00 | # ANNUAL AUDITED REPORT FORM X-17A-5 PART III | | | SEC FILE NUMBER | |--|---------|-----------------| | | 8-68220 | | 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 BEGINING | JANUARY 1, 2020 | AND ENDING | DECEMBER 31, 2020 | |--------------------------------------------------------------------------|--------------------------------------------------------|------------|-----------------------------| | | MM/DD/YY | | MM/DD/YY | | | A. REGISTRANT IDENTIFICATION | | | | NAME OF BROKER DEALER: | TNCP, LLC | | OFFICAL USE ONLY | | ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use P.O. Box No.) | | | FIRM ID. NO. | | | 9 WEST BROAD STREET, SUITE 510 | | | | | (No. and Street) | | | | STAMFORD | CT | | 06902 | | (City) | (State) | | (Zip Code) | | NAME AND TELEPHONE NUMBER OF PERSON TO CONTACT IN REGARD TO THIS REPORT | | | | | FREDERICK ROSSETTI | | | 203-604-2007 | | | | | (Area Code - Telephone No.) | | | B. ACCOUNTANT DESIGNATION | | | | INDEPENDENT PUBLIC ACCOUNTANT whose opinion is contained in this Report* | | | | | | OHAB AND COMPANY, PA | | | | | (Name - if individual, state last, first, middle name) | | | | 100 E. SYBELIA AVENUE, SUITE 130, MAITLAND | | FLORIDA | 32751 | | (Address and City) | | (State) | (Zip Code) | | CHECK ONE: | | | | | X Certified Public Accountant | | | | | Public Accountant | | | | | Accountant not resident in United States or any of its possessions | | | | | | FOR OFFICIAL USE ONLY | | | | | | | | | | | | | \*Claims for exemption from the reguirement that the annual audit be covered by the opinion of an independent public accountant must be supported by a statement of facts and circumstances relied on as the basis for the exemption. See section 240.17a-5(e)(2). > Potential persons who are to respond to the collection of information contained in this form are required to respond unless the form displays a current valid OMB control number. {1}------------------------------------------------ # **OATH OR AFFIRMATION** I, **FREDERICK ROSSETTI** , swear (or affinn) that, to the best of my knowledge and belief the accompanying financial statement and supporting schedules pe11aining to the firm or **TNCP, LLC** , as of **DECEMBER 31, 2020** are true and cmTect. I fm1her swear (or affirm) that neither the company nor any pai1ner, proprietor, principal officer or director has any proprieta1y interest in any account classified solely as that of a customer, except as follows: This report\*\* contains (check all applicable boxes); ~ (a) Facing page. 12] (b) Statement ofFinancial Condition. Signature **PRESIDENT** Title 0 ( 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). 0 (d) Statement of Changes in Financial Condition. 0 (e) Statement of Changes in Stockholders' Equity or Partners' or Sole Proprietor's Capital. D (1) Statement of changes in Liabilities Subordinated to Claims of Creditors. D (g) Computation of Net Capital. 0 (h) Computation for Determination of Reserve Requirements Pursuant to Rule I 5c3-3. 0 (i) Information Relating to the Possession or control Requirements Under Rule 15c3-3. 0 (j) A Reconciliation, including appropriate explanation of the Computation of Net Capital Under Rule l 5c3-1 and the - Computation for Determination of the Reserve Requirements Under Exhibit A of Rule I 5c3-3. - 0 (k) A Reconciliation between the audited and unaudited Statements of Financial Condition with respect to methods of consolidation. - 12] (I) An Oath or Affinnation. - D (m) A copy of the SIPC Supplemental Report. - 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 240.17 a-5 (e)(3).* {2}------------------------------------------------ ![](_page_2_Picture_0.jpeg) 100 E. Sybelia Ave. Suite 130 Maitland, FL 32751 *Certified Public Accountan/s* Email; pam@ohobco.com Telephone 407-740-7311 Fax 407-740-6441 #### REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Member's ofTNCP, LLC #### **Opinion on the** Financial **Statement** We have audited the accompanying statement of financial condition of TNCP, LLC as of December 31, 2020, and the related notes (collectively referred to as the "financial statement''). In our opinion, the financial statement presents fairly, in all material respects, the financial position of TNCP, LLC as of December 31, 2020 In conformity with accounting prlnciples generally accepted in the United States of America. #### **Basis for Opinion** This financial statement is the responsibility of TNCP, LLC's management. Our responsibility is to express an opinion on TNCP, LLC'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 TNCP, LLC 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 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 flnancial 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. *0--f.\_v.y* v-r--/2 ~ I *~V* We have served as TNCP, LLC's auditor since 2013. Maitland, Florida January 19, 2021 {3}------------------------------------------------ #### **TNCP, LLC** #### **STATEMENT OF FINANCIAL CONDITION December 31, 2020** | Assets | | |---------------------------------------|---------------| | Cash | \$
443,500 | | Accounts receivable, net | 132,500 | | Total Assets | \$
576,000 | | Liabilities and Member's Equity | | | Accounts payable | \$
111,250 | | Due to member | 66,766 | | Prepaid expenses | 357 | | Deferred revenue | 40,000 | | Total Liabilities | 218,373 | | Member's equity | 357,627 | | Total Liabilities and Member's Equity | \$
576,000 | ;:iee Notes to Financial Statements. {4}------------------------------------------------ ## **NOTES TO FINANCIAL STATEMENTS, Continued December 31, 2020** #### **Note 1. Nature of Business and Significant Accounting Policies** Nature of business: TNCP, LLC (the "Company") is a limited liability company organized under the Laws of the state of Delaware on March 26, 2009. The Company is registered as a broker-dealer with the Securities and Exchange Commission and became a member of the Financial Industry Regulatory Authority, Inc. ("FINRA") on October 1, 2009. The Company's revenue is derived from fees associated with advising clients on mergers and acquisitions and raising capital. The Company is a wholly-owned subsidiary of TrueNorth Capital Partners LLC (the "Sole Member"). A summary of the Company's significant accounting policies follows: Basis of accounting: The accompanying financial statements have been prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP"). Cash and cash equivalents: For purposes of reporting the statement of cash flows, the Company considers all cash accounts, which are not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. Cash balances in excess of FDIC and similar insurance coverage are subject to the usual banking risks associated with funds in excess of those limits. At December 31, 2020, the Company had no uninsured cash balances. Accounts Receivable: Accounts receivable consist of fees due from customers in the amount of \$132,500, all of which are collectible in full. Revenue from contracts with customers: Revenues from contracts with customers are comprised of investment banking and advisory fees. Such fees are recognized at the point in time when the Company's performance under the terms of the contractual arrangement is completed, which is typically at the close of a transaction. Reimbursed expenses related to these transactions are recorded as revenue and are included in investment banking fees. However, advisory fees for certain contracts are recognized over time as obligations are simultaneously provided by the Company and consumed by the customer as services are provided. The Company identifies the specific performance obligation associated with the contract with the customer and determines when that specific performance obligation has been satisfied, based on achievement of milestones and/or a time elapsed measure of progress. In certain transactions, the performance obligation is considered satisfied at a point in time in the future and the Company defers revenue on the balance sheet that will be recognized upon completion of the performance obligation. At December 31, 2020, the Company had \$40,000 in Deferred Revenue. | | | 2020 | |-------------------------------|----|-----------| | Success Fees | \$ | 4,617,178 | | Retainer Fees | | 731,030 | | Total Investment Banking Fees | \$ | 5,348,208 | | Success Fees | s | 20,000 | | Retainer Fees | | | | Total Advisory Fees | \$ | 20,000 | Income taxes: The Company is organized as a Limited Liability Company and any income or loss flows through to the Sole MembP.r of the Company. The financial statements, thernfore, do not include a provision for income taxes. · - {5}------------------------------------------------ # **NOTES TO FINANCIAL STATEMENTS, Continued December 31, 2020** Accounting estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 revenue and expenses during the reporting period. Actual results could differ from those estimates. # **Note 2. Net Capital Requirements** The Company is subject to the Securities Exchange Commission's Uniform Net Capital requirements ("Rule 15c3-1"), which requires the maintenance of a minimum amount of 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 member distributions made if the resulting net capital ratio would exceed 10 to 1. At December 31, 2020, the Company had net capital of \$225,127, which is \$210,539 in excess of its required net capital of \$14,558. # **Note 3. Related Party Transactions** The Company is allocated a portion of the shared general and administrative expenses of its Sole Member. These expenses are allocated monthly under an Expenses Sharing Agreement dated October 1, 2009. Under this Agreement, personnel costs and benefits, rent, office equipment and supplies, postage, telephone, technology expenses, office insurance and other shared expenses are allocated based on the percentage of revenues each company generates. For the year ended December 31, 2020, the Company was allocated expenses totaling \$638,337 which are classified in their respective expense categories in the statement of operations. The amount due to member totaled \$66.766 for the year ended December 31, 2020. #### **Note 4. Concentrations** Slx major customers accounted for 80% of total revenues earned during the year ended December 31, 2020. ## **Note 5. Income Taxes** The Financial Accounting Standards Board (FASB) provides guidance for how uncertain tax positions should be recognized, measured, disclosed and presented in the financial statements. This requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Company's tax returns to determlne whether the tax positions are "more-likely-than-not" of being sustained "when challenged" or "when examined" by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax benefit or expense and liability in the current year on the tax returns of the individual members. For the year ended December 31, 2019, management has determined that there are no material uncertain income tax positions. The Company's income tax returns for the years ended December 31, 2017, 2018 and 2019, respectively, are subject to possible federal and state examinations, generally three years after they are filed. ## **Note 6. Commitments and Contingencies** The Company does not have any commitments, guarantees or contingencies including arbitration or other litigation claims that may result in a loss or future obligation. The Company is not aware of any threats or other circumstances that may lead to the assertion of a claim at a future date. ## **Note 7. Subsequent Events** The Company has evaluated subsequent events through the date at which these financial statements were available to be lssued on January 19, 2021 and determlned there have not been any events that have occurred that would require adjustments to or disclosure in the financial statements. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.