# TNCP, LLC X-17A-5 (2025-02-10) — Broker-dealer annual report - Company: TNCP, LLC - Form: X-17A-5 - Filed: 2025-02-10 - Period: 2024-12-31 - Accession: 0001461130-25-000001 - CIK: 1461130 - File #: 8-68220 - Type: Broker-dealer - Material weakness: No - Auditor: Ohab and Company, PA - Auditor location: Maitland, FL - Contact: Frederick Rossetti - Phone: 203-817-0276 - Email: frossetti@truenorthcp.com - Website: truenorthcp.com - Signed by: Frederick Rossetti (President) Original filing: https://www.sec.gov/Archives/edgar/data/1461130/000146113025000001/TNCPPublic24.pdf --- {0}------------------------------------------------ PUBLIC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 **ANNUAL REPORTS FORM X-17A-5 PART** Ill **FACING PAGE** 0MB APPROVAL 0MB Number: 3235-0123 Expires: Oct. 31, 2023 Estimated average burden hours per response: 12 SEC FILE NUMBER 8-68220 Information Required Pursuant to Rules 17a-5, 17a-12, and 18a-7 under the Securities Exchange Act of 1934 FILING FOR THE PERIOD BEGINNING January **1,** 2024 AND ENDING December 31, 2024 MM/DD/YY MM/DD/YY **A. REGISTRANT IDENTIFICATION** NAME OF FIRM: **TNCP, LLC** TYPE OF REGISTRANT (check all applicable boxes): ~ Broker-dealer □ Security-based swap dealer □ Major security-based swap participant □ Check here if respondent is also an OTC derivatives dealer ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) **9 West Broad Street, Suite 510** {No. and Street) **Stamford CT** (City) (State) PERSON TO CONTACT WITH REGARD TO THIS FILING **06902** (Zip Code! Frederick Rossetti **203-817-0276** frossetti@truenorthcp.com (Name) (Area Code-Telephone Number) {Email Address) **B. ACCOUNTANT IDENTIFICATION** INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing\* **OHAB AND COMPANY, PA** (Name- if individual, state last, first, and middle name) 100 E SYBELIAAVE, SUITE 130 MAITLAND **FL 32751** (Address) (City) (State) {Zip Code) **JULY 28, 2004 1839 (rte** of Registration with PCAOB)(if applicable) **FOR OFFICIAL USE ONLY** (PCAOB Registration Number, if applicable) I \* 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-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, Frederick Rossetti | swear ( or affirm) that, to the best of my knowledge and belief, the | |---------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------| | financial report
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My Commission Expires October 31, 2028 | #### This filing\*\* contains (check all applicable boxes): - ii! (a) Statement of financial condition. - ii (b) Notes to consolidated statement of financial condition. - D (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). - D (d) Statement of cash flows. - D (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. - D (g) Notes to consolidated financial statements. - D (h) Computation of net capital under 17 CFR 240.15c3-1 or 17 CFR 240.18a-1, as applicable. - □ (i) Computation of tangible net worth under 17 CFR 240.18a-2. - D (j) Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.15c3-3. - D (k) Computation for determination of security-based swap reserve requirements pursuant to Exhibit B to 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 240.15c3-3. - D (n) Information relating 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. - D (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-1, or 17 CFR 240.18a-2, as applicable, and the reserve requirements under 17 CFR 240.1Sc3-3 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. - D (s) Exemption report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - ii! (t) Independent public accountant's report based on an examination of the statement of financial condition. - D (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. - D (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. - D (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. - D (x) Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.15c3-le or 17 CFR 240.17a-12, as applicable. - D (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). ii (z) Other: \_F\_AC\_I\_N\_G\_P\_AG\_E \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \_ \*\*To request confidential treatment of certain portions af this filing, see 17 CFR 240.17a-5{e){3) or 17 CFR 240.18a-7{d){2), as applicable. {2}------------------------------------------------ # **TNCP, LLC** Financial Report December 31, 2024 This report is deemed CONFIDENTIAL in accordance with Rule 17a-5{e)(3) under the Securities Exchange Act of 1934. A statement of financial condition bound separately has been filed with the Securities and Exchange Commission simultaneously herewith as a PUBLIC Document. {3}------------------------------------------------ ![](_page_3_Picture_0.jpeg) **I 00 E. Sybelia Ave. Suite 130** Maitland, FL 32751 *Certified Public Accountants* **Email: pam@ohabco.com** Telephone 407-740-7311 Fax 407-740-6441 ## REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Members of TNCP LLC ## **Opinion on the Financial Statement** We have audited the accompanying statement of financial condition of TNCP LLC as of December 31, 2024 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, 2024 in conformity with accounting principles 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 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. We have served as TNCP LLC's auditor since 2013. Maitland, Florida February 4, 2025 {4}------------------------------------------------ #### **TNCP, LLC** #### **STATEMENT OF FINANCIAL CONDITION December 31, 2024** | Assets | | |---------------------------------------|---------------| | Cash | \$
481,205 | | Accounts receivable, net | 37,599 | | Prepaid expenses | 817 | | Total Assets | \$
519,621 | | Liabilities and Member's Equity | | | Accounts payable | \$
8,750 | | Due to member | 74,462 | | Total Liabilities | 83,212 | | rvlember's equity | 436,408 | | Total Liabilities and Member's Equity | \$
519,621 | See Notes to Financial Statements. {5}------------------------------------------------ #### **NOTES TO FINANCIAL STATEMENTS, Continued December 31, 2024** #### **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""). The Company is engaged in a single line of business as a securities broker-dealer which comprises of investment banking. 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. Accounts Receivable: Accounts receivable consist of fees due from customers in the amount of \$37,599, all of which are collectible **in** full. Significant Judgements: Revenues from contracts includes fees from of investment banking and advisory fees. The recognition and measurement of Revenue is based on the assessment of individual contract terms. Significant judgement is required to determine whether performance obligations are satisfied at a point in time or over time; how to allocate transaction prices where multiple performance obligations are identified; when to recognize revenue based on the appropriate measure of the Company's progress under the contract; whether revenue should be presented gross or net of certain costs; and whether constraints on variable consideration should be applied due to uncertain future events. 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. The Company had \$0 in unfulfilled performance obligations at December 31, 2024. {6}------------------------------------------------ ## TNCP, LLC ## NOTES TO FINANCIAL STATEMENTS, Continued December 31, 2024 ## Note **1.** Nature of Business and Significant Accounting Policies - continued | | 2024 | |---------------------------------------|------------------------------| | Success Fees | \$
2,924,606 | | Total Investment Banking Fees | \$
2,924,606 | | | | | Retainer Fees
Total .Advisory Fees | \$
1,356,956
1,356,956 | Income taxes: The Company is organized as a Limited Liability Company and any income or loss flows through to the Sole Member of the Company. The financial statements, therefore, do not include a provision for income **taxes.** 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, 2024, the Company had net capital of \$397,993, which is \$392,993 in excess of its required net capital of \$9,905. ## **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 May 23, 2022. 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, 2023, the Company was allocated expenses totaling \$821,936 which are classified in their respective expense categories in the statement of operations. The amount due to member totaled \$74,462 for the year ended December 31, 2024. #### **Note 4. 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 determine 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, 2024, management has determined that there are no material uncertain income tax positions. The Company's income tax returns for the years ended December 31, 2021, 2022 and 2023, respectively, are subject to possible federal and state examinations, generally three years after they are filed. {7}------------------------------------------------ #### **NOTES TO FINANCIAL STATEMENTS, Continued December 31, 2024** ## **Note 5. Segment Reporting** The Company is engaged in a single line of business as a securities broker-dealer. which is comprised of several classes of services, including principal transactions, agency transactions, investment banking, investment advisory and venture capital businesses. The Company has identified its CEO & President as the chief operating decision maker ("CODM") who uses net income to evaluate the results of the business, predominantly in the forecasting process, to manage the Company. Additionally, the CODM uses excess net capital (see NOTE 2), which is not a measure of profit and loss, to make operational decisions while maintaining capital adequacy, such as whether to reinvest profits or pay dividends. The Company's operations constitute a single operating segment and therefore, a single reportable segment, because the CODM manages the business activities using information of the Company as a whole. The accounting policies used to measure the profit and loss segment are the same as those described in the summary of significant accounting policies (NOTE 1 ). The Company derived 72% of total revenues earned during the year ended December 31, 2024 from **six customers** #### **Note 6. Credit Losses** The Company follows ASC Topic 326, Financial Instruments - Credit Losses ("ASC 326"), ASC 326 impacts the impairment model for certain financial assets by requiring a current expected credit loss ("CECL") methodology to estimate expected credit losses over the entire life of the financial asset. Under the accounting update, the Company has the ability to determine that there are no expected credit in certain circumstances (e.g., based on the credit quality of the customer). The Company had accounts receivable as of December 31, 2024 of \$37,599. ## **Note 7. 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 8. Subsequent Events** The Company has evaluated subsequent events through the date at which these financial statements were available to be issued and determined 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.