# FOGEL NEALE SECURITIES, LLC X-17A-5 (2019-03-14) — Broker-dealer annual report - Company: FOGEL NEALE SECURITIES, LLC - Form: X-17A-5 - Filed: 2019-03-14 - Period: 2018-12-31 - Accession: 0001484551-19-000001 - CIK: 1484551 - File #: 8-68506 - Material weakness: No - Auditor: Lerner & Sipkin, CPAs, LLP - Auditor location: New York, NY - Contact: Ralph Fogel - Phone: 646-708-9020 - Signed by: Ralph Fogel (CCO) Original filing: https://www.sec.gov/Archives/edgar/data/1484551/000148455119000001/fogl18.pdf --- {0}------------------------------------------------ UNITED ST A TES SECURITIES AND EXCHANGE COMMJSSION Washington, D.C. 20549 > **ANNlJAL AUDITED REPORT FORM X-17A-5 PARTill** #### **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 | | ~---'0~1~ro~1~/l=8~~~ANDEND1NG
MMIDD/YY | 12/31/1
8
MM/DD/YY | |---------------------------------------------------------------------------|---------------------------------------------|--------------------------------------------------------|----------------------------------| | | | A. REGISTRANT lDE TIFICATION | | | NAME OF BROKER -
DEALER: | | | OFFICIAL USE ONLY | | FogeJ Neale Securities, LLC | | | | | ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use P.O. Box No.) | | | A.RMID. NO. | | | | | | | | 39 Broadway. Suite 3300
(No. and Su-ee1) | | | | | NY | | 10006 | | (City) | (State) | | (Zip Code) | | NAME AND TELEPHONE NUMBER Of PERSON TO CONTACT IN REGARD TO THIS REPORT | | | | | Ralph Fogel | | | (646) 708-9020 | | | | | (Area Code -
Telephone
o.) | | | | | | | | | B. ACCOUNTANT IDE~TIFICATION | | | INDEPENDENT PUBLIC ACCOUNTANT whose opinion is contained in chis Report* | | | | | | Lerner. Sipkin. CPA's. LLP | | | | | | (Name - if individual, state last. first. middle name) | | | 132 Nassau Street Suite I 023 | New York | NY | 10038 | | (Address) | (City) | (State) | (Zip Code) | | CHECK ONE: | | | | | ~ Certified Public Accountanl | | | | | D
Public Accountant | | | | | D
Accountant not resident in United St.ates or any of its possessions. | | | | | | | FOR OFFICIAL USE ONLY | | | | | | | | | | | | *\*Claims for exemption from the requirement that the annual report be co,,ered by the opinion of an independent public accou111a111 must be supJJOrted by a statement of facts and circ11111s1a11ces relied* 011 *as the basis for the exemption. See section 240. 17a-*5(e)(2).SEC 14 10 (3-91) 0MB APPROVAL 0MB N umber: 3235-0123 Expires: August 3 1, 2020 Estimated average burden hours per response . .. 12.00 | SEC FILE NUMBER | | |-----------------|--| | 8-43369 | | {1}------------------------------------------------ Financial Statements and Supplementary Schedules Pursuant to Rule 17a-5 under the Securities Exchange Act of 1934 December 31 , 2018 {2}------------------------------------------------ #### **TABLE OF CONTENTS** #### **This report** \*\* **contains (check all applicable boxes):** - [x] Report of lndcpendenl RegisLered Public Accouming Firm. - [x] Facing Page. - [ x] Statement of FinanciaJ Condition. - [ x] Statement of Operations. - [x] Statement of Changes in Member's Equity. - [x] Statement of Cash Flows. - [ ] Statement of Changes in Liabilities Subordinated to Claims of General Creditors (not applicable). - [x] Computation of Net Capital for Brokers and Dealers Pursuant to Rule 15c3-l under the Securities Exchange Act of 1934. - [x] Computation for Determination of Reserve Requirements for Brokers and Dealers Pursuant to Rule I 5c3-3 under the Securities Exchange Act of 1934. - [ ] lnfom'lation Relating ro the Possession or Control Requirements for Brokers and Dealers Pursuant to Rule I 5c3-3 under the Securities Exchange Act of 1934 (not applicable). - [ ] A Reconciliation, including appropriate explanations, of the Computation of Net Capital Pursuant to Rule I 5c3-l (included with item (g)) and the Computation for Determination of Reserve Requirements Under Rule 15c3-3 (included in item (g)). - [ ] A Reconciliation Between the Audited and Unaudited Statements of Financial Condirion With Respect to Methods of Consolidation (not applicable). - [x] An Affirmation. - [ ] A copy of the SCPC Supplemental Report. - [x] Report of Independent Registered Public Accounting Firm Regarding Rule I 5c3-3 Exemption Report. - [x] Statement of Exemption from Rule I 5c3-3. - \*\* *For condi1ions of confidenlia/ trealment of certain portions of I his filing, see section 240.J 7a-5(e){3).* {3}------------------------------------------------ #### **AFFIRMATION** I, Ralph Fogel, affirm lhal, to the best of my knowledge and belief, tbe attompt111ying financial statements and supplemental schedules pertaining to Fogel ·ea1e Securities, LLC for the year ended December 31, 2018, are crue and correcL I further affirm that neither the Company nor any officer or director bas any proprietary inleresl in any account classified solely as rbat of a customer. Signature Chief Compliance Officer Tille **~c.rubli<** {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) 132 Nassau Street. New York. NY 10038 Tel 212.571.0064/ Fax 212.571.0074 Jay Lerner. C.P.A. Jlemer@lernerslpklo.cow .}Q~ph G. Slpkln, **<;.P.A.** 1s1pkln\!>Jerners1pt1n.com #### **Report of Independent Registered Public Accounting Firm** To the Members of Fogel Neale Securities LLC 39 Broadway, 33rd floor New York, NY l 0006 #### Opinion on the Financial Statements We have audited the accompanying balance sheet of Fogel Neale Securities LLC (the ''Company") as of December 31, 2018, the related statements of operations, changes in members' equity, and cash flows for year then ended and the related notes and schedules (collectively referred to as the "financial statements"). In our opinion. the financial statements present iairly, in all material respects, the financial position oithe Company as of December 31, 20 l 8, 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. #### 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 perform 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 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 ruade by management, as well as evaluating the oveta.11 ptesentatfon of the financial statements. We believe that our audit provides a reasonable basis for our opinion. The-accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 6 to the financial statements, the Company had losses from operations. If the losses continue it raises substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. {5}------------------------------------------------ #### Supplemental Information The information contained in the "Computation of Net Capital" schedule and the "Computation for Determination of Reserve Requirements and Information Relating to Possession or Control Requirements for Brokers and Dealers Pursuant to Rule I 5c3-3" schedule have been subjected to audit procedures performed in conjunction with the audit of the Fogel Neale Securities LLC's financial statements. The supplemental information is the responsibility of the Company's management. Our audit procedures included determining whether such supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental infonnation we evaluated whether the supplemental information, including its form and content, is presented in conformity with I 7 C.F. R. §240. l 7a-5. In our opinion, the "Computation of Net Capital" schedule and the "Computation for Determination of Reserve Requirements and Information Relating to Possession or Control Requirements for Brokers and Dealers Pursuant to Rule 15c3-3"' schedule are fairly stated, in all material respects, in relation to the financial statements as a whole. **~t~CIAl,"44** Lerner & S~kin CPAs. LLP Certified Public Accountants (NY) We have served as the Company's auditor since 2018. New York. NY February 25, 2019 {6}------------------------------------------------ ### **Statement of** Financial Condition **December 31 , 2018** | Assets | | | |---------------------------------------|---|-------------| | Cash | s | 6,077 | | Due from affiliate | | 308,88
1 | | Other assets | | 50,000 | | Total assets | s | 364,958 | | Liabilities and Member's Equity | | | | Member's equity | | 364,958 | | Total liabilities and member's equity | s | 364,958 | {7}------------------------------------------------ ## **Statement of Operations Year Ended December 31 , 2018** #### **Re,1enues** | Commission income | 1,605 | |---------------------------|--------------| | Expenses | | | Professional fees | 6,000 | | Regulatory and other fees | 3,866 | | Administrative fees | 600 | | Total expenses | 10,466 | | Net loss | s
(8,861) | {8}------------------------------------------------ ### **Statement of Changes in Member's Equity Year Ended December 31, 2018** | Balance, January 1, 2018 | 373,219
S | |----------------------------|--------------| | Net loss | (8,861) | | Capiral contributions | 600 | | Balance, December 31, 2018 | S 364,958 | {9}------------------------------------------------ ## **Statement of Cash Flows Year Ended December 31 , 2018** | CJ1sh flows from operating activities | | | |---------------------------------------------------------------------------------|----|-----------| | Net loss | \$ | (8,861) | | Adjustments to reconcile net income to net cash used by
operating activities | | | | Non-cash expenses | | 600 | | Decrease in operating assets | | | | Due from affiliate | | 8,223 | | Net cash used by operating activities | | (38) | | Cash | | | | Beginning of year | | 15
6,1 | | End of year | s | 6,077 | | Noncash financing activity | | | | Administrative fees assumed by Parent | \$ | 600 | | | | | {10}------------------------------------------------ #### **Notes to Financial Statements December 31, 2018** #### **1. Nature of Operations** Fogel Neale Securities, LLC (the "Company") is a New York Lintited Liability Company registered with the Securities and Exchange Commission (the "SEC') and a member of the financial Industry Regulatory Authority ("fINRA"). The Company earns commissions from transactions executed on behalf of customers. ### **2. Summary of Significant Accounting Policies** #### **Basis of Presentation** These financial statements were prepared in confonnity with accounting principles generaJly accepted in the United States of America ("GAAP") which 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 amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. ## Cash All cash deposits are held by one financiaJ institution and therefore are subject to the credit risk at that financial institution. The Company has not experienced any losses in such accounts and does not believe there to be any significant credit risk with respect to these deposits. #### **Revenue Recognition** Effective January 1, 2018, the Company adopted ASC Topic 606, *Revenue from Contracts with Customers.* The new revenue recognition guidance requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance requires an entity to follow a five-step model to (a) identify the contract(s) with a customer, {b) identify the performance obligations in the contract, (c) determine the transaction price, (d) allocate the transaction price to the performance obligations in the contract, and (e) recognize revenue when (or as) the entity satisfies a performance obligation. In determining the transaction price, an entity may include variable consideration only to the extent that it is pl'obable that a significant reversal in the amount of cumulative revenue recognized would not occur when the uncertainty associated with the variable consideration is resolved. The Company applied the modified retrospective method of adoption which resulted in no adjustment to member's equjty as of January 1, 2018. The new revenue recognition guidance does not apply to revenue associated with financial instruments, interest income and expense, leasing and insurance contracts. {11}------------------------------------------------ #### **Notes** to Financial **Statements December 31, 2018** #### **2. Summa,·y of Significant Accounting Policies (Continued)** #### Revenue Recognition (continued) Securities transactions and the related revenues and expenses are recorded on a trade-date basis. #### **Income Taxes** No provision for income taxes has been recorded because the Company is a single member limited liability company and is thus treated as a disregarded entity. Accordingly, the individual members of its parent repon their share of the Company's income or Loss on their personal income tax returns. The Company's parent is subject to the New York City unincorporated business tax. As of December 31, 2018, management has determined that the company had no uncertain tax positions that would require financial statement recognition. #### **3. Related Party Transactions** During 2018, the Company recorded approximately \$600 in administrative fees under an Expense Sharing agreement and, at December 3 I, 20 I 8, bas a receivable of S308,881 with the Parent. #### **4. Regulatory Requirements** The Company is subject to SEC Unifom1 Net Capital *Rule* l 5c3- I under the Securities Exchange Act of 1934, 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 I. At December 31 , 2018, the Company had net capital of \$6,077 whjch exceeded the required net capital by \$ 1,077. The Company does not handle cash or securities of customers. Accorrungly, it is not affected by SEC Rule 15c3-3. #### S. **New Accounting Pronouncements** Effective January 1, 2019, any operating leases will be subject to ASU 2016-02 which calls for the right to use lease assets and the present value of future lease payments to be reflected on the Company's Statement of Financial Conrution. The Company does not expect that this change in generally accepted accounting principles will have any material effect on its overall financial conrution, its operations or its regulatory compliance. {12}------------------------------------------------ ### **Notes to Financial Statements December 31, 2018** ### **6. Going Concern** The accompanying statements have been prepared assuming the Company will continue as a going concern. The Company had essentialJy oo revenues in 20 I 8 and a loss from operations. This raises substantial doubt about tbe Company's ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of thjs uncertainty. Management has pledged any additional s11pport to the Company to enable it to continue as a going concern. {13}------------------------------------------------ ## **Fogel Neale Securities, LLC Computation of Net Capital Under Rule 1 Sc3-1 Of the Securities Exchange Act of 1934 December 31, 2018** | Member's equity | \$ | 364,958 | |---------------------------------------------------------------|--------|---------| | Nonallowable assets | | | | Due from affi
liate | | 308,881 | | Other assets | | 50,000 | | Total deductions | | 358,881 | | Net capital | | 6,077 | | Minimum capital requirement (the greater of \$5,000 or 6 2/3% | | | | of aggregate indebtedness) | | 5,000 | | Excess net capital | \$ | 1,077 | | Aggregate indebtedness | \$ | | | Ratio of aggregate indebtedness to net capital | 0.00:1 | | There are no material differences between the computation of net capital presented above and the computation of net capital reported in the Company's unaudited form X-17A-S, Part IlA filing as of December 31. 2018. {14}------------------------------------------------ **Fogel Neale Securities, L LC Computation for Determination of Reserve Requirements Under Rule 15c3-3 of the Securities Exchange Act of 1934 For the Year Ended December 31 , 2018** As the Company does not handle customer cash or securities, it does not have any Reserve or Possession and Control requirements with respect to SEC Rule I5c3-3. {15}------------------------------------------------ ![](_page_15_Picture_0.jpeg) 132 Nassau Street.. New York. NY 10038 Td 212.571.0064 / Fax 212.571.0074 Jay Lerner. C.P.A. Jlernert!>leroen;lpk.ln.com **Joseph** G. Slpk.lo, C.P .A. Jslpk.ln@llernel'Slpkln.com To the Members of Fogel Neale Securities LLC 39 Broadway, 33rd floor New York, NY 10006 #### Report of Independent Registered Public Accounting Firm Gentlemen: We have reviewed management's statements, included in the accompanying Rule I 5c3-3 exemption report, in which (1) Fogel Neale Securities LLC (the "Company") may file an·exemption report because it had no obligations under 17 C.F .R. §240. l 5c3-3 and (2) the Company stated that it had no exceptions under SEC Rule 15c3-3 throughout the most recent fiscal year. The Company's management is responsible for compliance with 17 C.F.R. §240. l 5c3-3 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 the Company'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 e.xpress 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 Rule 15c3-3 under the Securities Exchange Act of 1934. Se-, .1:.1.: ,,. ~Lemer&~CPAs,LLP Certified Public Accountants (NY) NewYork,NY February 25, 2019 {16}------------------------------------------------ Fogel Neale Securities, LLC has no obligations under Rule I 5c3-3 since it does not handle cash or securities on behalf of customers. That has been so throughout the fiscal year ending December 31, 2018 v,ithout exception. Therefore, the Company is permitted to tile this Exemption Report. ,- ' Executea by the Pe son who made the oath or affirmation under SEC Rule I 7a-5(e)(~) Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.