# TAP SECURITIES LLC X-17A-5 (2023-03-07) — Broker-dealer annual report - Company: TAP SECURITIES LLC - Form: X-17A-5 - Filed: 2023-03-07 - Period: 2022-12-31 - Accession: 0001471744-23-000001 - CIK: 1471744 - File #: 8-68381 - Type: Broker-dealer - Material weakness: No - Auditor: Withum Smith & Brown, PC - Auditor location: Whippany, NJ - Contact: Howard Spindel - Phone: 212-897-1688 - Signed by: F. Davis Terry Jr (Co-President) Original filing: https://www.sec.gov/Archives/edgar/data/1471744/000147174423000001/tap22s.pdf --- {0}------------------------------------------------ # ST A TEMENT OF FINANCIAL CONDITION December 31, 2022 With Report of Independent Registered Public Accounting Firm {1}------------------------------------------------ UNITED TATE SECURITIE AND EXCHANGE COMMI JON Wa hington, D.C. 20549 # ANNUAL REPORTS FORM X-17A-5 PARTID 0MB APPROVAL 0MB Number: 3235-0123 Expires: Oct. 31, 2023 Estimated average burden hours per response: 12 SEC FILE NUMER 8- 68381 FACING PAGE Information Required Pur uant to Rules 17a-5, 17a-12, and 18a-7 under the ecu.rities Exchange Act of 1934 HLTNG FOR THE PERIOD BEGINNING Q 1 /Q 1 /22 MM/DD/VY AND ENDING 12/31 /22 !YIM/DD/VY **A. REGISTRANTIDENTJFICATION** NAME OF FIRM: \_\_\_ T\_A\_P\_S\_E\_C\_U\_R\_I\_T\_IE\_S\_L\_LC \_\_\_\_\_\_\_\_ \_ TYPE OF REGJ TRANT (check all applicable boxe ): ~ Broker-dealer D ecurity-based swap dealer D Major security-based swap participant D Check here if re pendent i also an OTC derivatives dealer ADDRESS OF PRINCIPAL PLACE OF BUSINES : (Do not use a P.O. box. no.) 767 FIFTH AVENUE, FL 18 (No. and Street) New York NY (Cily) (Sta\e) PER ON TO CONTACT WlTii REGA RD TO THI FILING 10153 (Zip Code) Howard Spindel (212) 897-1688 hspindel@integrated.so1utions (Name) (Area Code -Telephone umber) (Email Address) **B. ACCOUNT ANT lDENTlFICA TION** INDEPENDENT PUBLIC ACCOUNT ANT whose reports are contained m this filing• WithumSmith+Brown, PC (Nnrnc - if individual. state last. first. and middlo name) 200 Jefferson Park, Suite 400 Whippany NJ (Address) (City) ( late) 07981 (Zip Code) (Date of Reg1strauon with PCAOB)(if applicable) (PCAOB Reg1SU'l\tion Number. ifopplicuble) **FOR OFFICIAL SE ONLY** • Claims for exemption from the requiremem that the annual reports be covered by the repons of an independent public accounLant m\lst be supponed by a statemem of facts and circumstances n:lied on as the basis of the exemption. 5cc 17 CFR 240. I 7a--(cl( I ){ii), if applicable. Per oos who arc to respond to the collection of information contained in this form are not required to respond unless the form display a currently vaJid 01\-fB control number. {2}------------------------------------------------ ## AFFlllMA TIO solely as that of a customer. I, F. Davis Terry Jr , wear (or affirm) that, to the best of my knowledge and belief, the financial report pertaining to TAP SECURITIES LLC a of 12/31/22 , is true and correct. **J** further swear (or affirm) that neither the company nor any partner, officer, director, or equivalent person as the ca ·e may be, has any proprietary interest in any account cJa ified \Q\Vf ature ~?>\Z3 otary lie Sarah A. Tecla Notary Public, State of New Yorl< Reg. No.01TE6444790 Qualified m New York County Commission Expires December 5. 2026 {3}------------------------------------------------ # **This filing .. contains (check all applicable boxes):** - 0 (a) Statement of financial condition - 0 (b) Notes to unconsolidated or consolidated statement of financial condition, as applicable. - o ( c) Statement of income (loss) or, if there is other comprehensive income in the perrod(s) presented, a statement of comprehensive income (as defined in § 210.1-02 of Regulation S-X). - D (d) Statement of cash flows. - D (1.:) Statement of changes in stockholders' or partners' or members' or sole proprietor's equity, as applicable - D ( f) Statement of changes in liabilities subordinated to claims of creditors. - D lg) Notes to unconsolidated or consolidated financial statements,, as applicable. - D (h) Computation of net capital under 17 CFR 240.15c3-1 or 17 CFR 240.18a-l, as applicable. - o (i) Computation of tangible net worth under 17 CFR 240.18a-2. - D U> Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.1Sc3-3. - D (I,. l Computation for determination of security-based swap reserve requirements pursuant to Exhibit B to 17 CFR 240.15c3-3 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 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-l, 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 (pl Summary of financial data for subsidiaries not consolidated in the statement of financial condition. - m (q) Oath or affirmation in accordance with 17 CFR 240.17a-S, 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 ( ) Exemption report in accordance with 17 CFR 240.17a-S 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 - 0 (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 ( ) 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-S or 17 CFR 240.18a-7, as applicable - D (~) Supplemental reports on applying agreed-upon procedures, m accordance with 17 CFR 240.15c3-le or 17 CFR 240.17a-12, as applicable. - D ()) 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). D(z) Other:---------------------------------------- - *0To* request confidential treatment *of* certain portions of this */,ling, see* 17 CFR 240.17a-5(e)(3) or 17 CFR 240.18a- 7{d)(2), as applicable {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) ## REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING **FIRM** To the Member and Those Charged With Governance of **TAP** Securities LLC #### **Opinion on the Financial Statement** We have audited the accompanying statement of financial condition of TAP Securities LLC (the "Company"), as of December 31 , 2022, 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 the Company as of December 31 , 2022, in conformity with accounting principles generally accepted 1n 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 opimon on this 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 m accordance with the U.S. federal securities laws and the appllcable rules and regulations of the Secunt1es 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 m 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. /, /• **•fl..w-** {,. *l/..j '* ~ **,,}y.. /0('** We have served as the Company's auditor since 2015. New York, New York March 1, 2023 {5}------------------------------------------------ ## **STATEMENT OF FINANCIAL CONDITION DECEMBER 31, 2022** #### **Assets** | Cash | 407.521
\$ | | |---------------------|----------------|--| | Accounts receivable | 15,000 | | | Due from parent | 1.200.000 | | | Total assets | \$
1.622521 | | ## **Liabilities and Member's Capital** | 45,000
\$
Deferred revenue
1 577,521
Member's capital
1,622,521
\$
Total liabilities and member's capital | | | |--------------------------------------------------------------------------------------------------------------------------------|--------------|--| | | | | | | | | | | Liabilities: | | {6}------------------------------------------------ ## **NOTES TO FINANCIAL STATEMENT DECEMBER 31, 2022** ## **Note 1- Organization and nature of business** TAP Securities LLC (the "Company''), is a limited liability company that provides investment banking. financial and related advisory services to various clients. The Company is a broker-dealer registered with the Securities and Exchange Commission ("SEC") and is a member of Financial Lndustry Regulatory Authority. The Company is I 00% owned by TAP Advisors LLC (the ''Parent"). ## **Note 2** - **Summary ofsignificaot accountine policies** ## Basis of accounting and use of estimates These financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (''GAAP") which requires management to make estimates and asswnptiom, Uiat affect the reported amounts of assets and liabi Ii ties and disclosure of conlmgent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. #### Accounts receivable and contract balances Accounts receivable arise when U,e Company has an unconditional right to receive payment under a contract with a customer and are derecognized when the cash is received. Contract assets arise when the revenue associated with the contract 1s recognized prior to the Company's unconditional right to receive payment under a contract with a customer (i.e., unbilled receivable) and are derecognized when either it becomes a receivable or the cash is received. Contract Liabilities arise when customers remit contractual cash payments in advance of the Company satisfying its perfonnance obligations under the contract and are derecognized when the revenue associated with the contract is recognized when the performance obligation is satisfied. The Company evaluates colJectability of its accounts receivable and detennines if an allowance for uncolJectible accounts is necessary based on historical payment information or known customer financial concerns. There wru. \$0 outstanding accounts receivable at January I. 2022 and \$1,215,000 at December 31, 2022. There were no contract assets as of January I, 2022 or December 31, 2022. There was no deferred revenue as of January 1. 2022 and \$45,000 at December 3 I. 2022. #### Allowance for credit losses ASC Topic 326, Financial (nstruments - Credit Losses (''ASC 326") impacts the unpairment 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 ASC 326, the Company could determine there are no expected credit losses in certain circumstances (e.g., based on the cred it quality of the client). The allowance for credit losses is based on the Company's expectation of the collectability of financial instruments, including fees and oU,er receivables utilizing the CECL framework. The Company considers factors such as historical experience, credit quality, age of balances and current and future economic condit ions that may affect the Company's expectation of the collectability in determining the allowance for credit losses. Under the standard, the allowance for credit losses must be deducted from the amortized cost of the financial asset to present the net amount expected to be collected. {7}------------------------------------------------ ## **NOTES TO FINANCIAL STATEMENT DECEMBER 31, 2022** ## **Note 2** - **Summary of sienificaut accountine: policies (continued)** #### Allowance for credit losses (continued) The statement of operations would reflect the measurement of credit losses for newly recognized financial assets as weU as the expected increases or decreases of expected credit losses lhat might have taken place during the period. The Company bas not provided an aJlowance for credit losses at December 31, 2022. #### Liquidity As shown in the accompanying financial statements. the Company generated net income of \$1,314.123 during the year ended December 31, 2022. As of December 31. 2022, the Company's available casb was \$407.521 and liabilities were \$45,000. Management has evaluated these conditions and detennined that since the Company has historically relied on its Parent to meet its cash flow requirements (through forgiveness of intercompany debt when and if necessary), this is sufficient to alleviate lhe uncertainty created by these conditions. In connection with the Company's assessment of going concern considerations in accordance with FASB's Accounting Standards Update ("ASU") 2014-15. "Disclosures or Uncertainties about an Entity's Ability to Continue as a Going Concern," management has detennined thai t11e Company has access to funds from lhe Parent that are sufficient to fund the working capital needs of the Company through one year from the issuance of these financial statements. #### Income taxes Since the Company is a single member limited liability company, it is disregarded for income tax purposes and. therefore, no income taxes are provided or considered for the purpose of the financial statements. The results of the Company are included in the New York City Unincorporated Business Tax return of its Parent. In accordance with GAAP. the Company is required to determine whether a tax position of the Company is more likel) than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technicaJ merits of the position. The tax benefit to be recognized is measured as the largest amount of benefit that is more likely than not of being realized upon ultimate settlement. Derecogaition of a tax benefit previously recognized could result in the Company recording a tax liability that would reduce member's capital. TI,is policy also provides guidance on thresholds, measurement, derecognition, classification. interest and penalties, djsclosure, and transition that is intended to provide better financial statement comparability among different entities. Based on its analysis, the Company has determined that there are no uncertain tax positions lb.at would require financial statement recognition as of December 31, 2022. #### **Note 3** - **Concentrations** Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The carrying value of cash approximates fair value due to its short-term nature. Accounts receivable represents a receivable mainly from the Parent which is 77% of member's capital. . The Company maintains its cash balance at one financial institution. The Company does not consider itself to be at risk with respect to its cash baJance. {8}------------------------------------------------ ## **NOTES TO FINANCIAL STATEMENT DECEMBER 31, 2022** # **Note 4- Ree,ulatory requirements** The Company is subject to the SEC Uniform Net Capital Rule (Rule 15c3-l), which requires the ma10tenance of minimum net capital and requires that the ratio of aggregate indebtedness to net capital, both as defined, shnll not exceed 15 to I. At December 31, 2022, the Company had net capital of\$682,398, which was \$582,398 in excess of its required net capital of \$100,000. ## **Note 5** - **Related party transactions** Pursuant lo an annually renewable expense sharing agreement (the "Agreement"), the Parent provides substantially all operational aod administrative services and facilities to the Company. The fees charged by the Parent and agreed to by the parties totaled \$9,965,099 for the year ended December 3 l, 2022. This amount includes \$5.400.009 representing principally office and administrative services and payroll; the balance represents management fees that are determined from time to time at the discretion and mutual agreement of the Company and its Parent. Tbe Company rc1:,,ularly reimburses its Parent for those expenses unless its Parent forgives the aodebtedness that the Company might owe to the Parent. Management of the Company has detenniued the Company bas access to resources from the Parent that are sufficient to fund the working capital needs of the Company for at least one year from the date of the issuance of lhese statements, should that become necessary. During the year ended December 31, 2022, the Parent forgave \$3,540,000 that were owed toil by the Company. Such forgiveness was treated as capital contributions to the Company. These financial statements do not necessarily reflect the results or operations and financial condition that would have been the result of dealing with unrelated entities. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.