# CERES SECURITIES, LLC X-17A-5 (2024-02-16) — Broker-dealer annual report
- Company: CERES SECURITIES, LLC
- Form: X-17A-5
- Filed: 2024-02-16
- Period: 2023-12-31
- Accession: 0001645711-24-000001
- CIK: 1645711
- File #: 8-69637
- Type: Broker-dealer
- Material weakness: No
- Auditor: Stickley, Larry, A.
- Auditor location: Granger, IN
- Contact: Tamara Schooley
- Phone: 574-367-4533
- Email: tschooley@ceres-securities.com
- Website: ceres-securities.com
- Signed by: Tamara Schooley (Chief Compliance Officer)
Original filing: https://www.sec.gov/Archives/edgar/data/1645711/000164571124000001/CS2023AnnualAuditedReport.pdf
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#### UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
| ANNUAL REPORTS |
|----------------|
| FORM X-17A-5 |
| PART Ill |
| 0MB APPROVAL | |
|---------------------------|--|
| 0MB Number: 3235-0123 | |
| Expires: Nov. 30, 2026 | |
| Estimated average burden | |
| 12
hours per response: | |
SEC FILE NUMBER
# 8-69637 **FACING PAGE Information Required Pursuant to Rules 17a-5, 17a-12, and 18a-7 under the Securities Exchange Act of 1934** FILING FOR THE PERIOD BEGINNING **O 1/01/2023** MM/DD/VY AND eon **12/31/2023** MM/DD/VY **A. REGISTRANT IDENTIFICATION** NAME OF FIRM: Ceres Securities, LLC TYPE OF REGISTRANT (check all applicable boxes): [] Broker-dealer [] Security-based swap dealer D Check here if respondent is also an OTC derivatives dealer L Major security-based swap participant ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) 806 Howard Street, Suite 200 (No. and Street) South Bend **IN 46617** PERSON TO CONTACT WITH REGARD TO THIS FILING (State) (Zip Code) Tamara L Schooley **57 4-367-4533** tschooley@ceres-securities.com (Name) (Area Code-Telephone Number) (Email Address)
#### **B. ACCOUNTANT IDENTIFICATION**
INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing
(City)
| Stickley, Larry A. | (Name- if individual, state last, first, and middle name) | | | | | |
|-------------------------------------------------|-----------------------------------------------------------|---------|------------|--|--|--|
| 17385 Turnbury Ct. | Granger | IN | 46530 | | | |
| (Address) | (City) | (State) | (Zip Code) | | | |
| (see exemption report) | | | | | | |
| (rte of Registration with PCAOB)(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 0MB control number.
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#### **OATH OR AFFIRMATION**
| ], Tamara L. Schooley | | | | | | | swear (or affirm) that, to the best of my knowledge and belief, the | | |
|-----------------------|--------------------------------|--|--------------------------------------------------------------------------------|--|--|--|---------------------------------------------------------------------|--|-------|
| | financial report pertaining to | | the firm of Ceres Securities, LLC | | | | | | as of |
| | 1
l
l
,2?0@,is | | true and correct. I further swear (or affirm) that neither the company nor any | | | | | | |
true and correct. I further swear (or affirm) that neither the company nor any partner, officer, director, or equivalent person, as the case may be, has any proprietary interest in any account classified solely as that of a customer.
Notary Public
#### **This filing contains (check all applicable boxes):**
- **iiiil** (a) Statement of financial condition.
- □ (b) Notes to consolidated statement of financial condition.
- **ii]** (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).
- **ii** (d) Statement of cash flows.
- (e) Statement of changes in stockholders' or partners' or sole proprietor's equity.
- **iiiil** (f) Statement of changes in liabilities subordinated to claims of creditors.
- **iiiil** (g) Notes to consolidated financial statements.
- **iii** (h) Computation of net capital under 17 CFR 240.15c3-1 or 17 CFR 240.18a-1, as applicable.
- **a** (i) Computation of tangible net worth under 17 CFR 240.18a-2.
- **iiiil** U) Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.15c3-3.
- L] (k) 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.
- **ii** (I) Computation for Determination of PAB Requirements under Exhibit A to 5 240.15c3-3.
- **iiiil** (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.
- (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 240.15c3-3 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.
- **iiiil** (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.
- (s) Exemption report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable.
- **iii** (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 240.15c3-1e or 17 CFR 240.17a-12, as applicable.
- **iiiil** (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). D (z) Other: \_
-
- *rTo request confidential treatment of certain portions of this filing, see 17 CFR 240.17a-5/e)(3) or 17 CFR 240.18a-7()(2), as applicable.*
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# **Ceres Securities LLC**
Financial Statements as of and for the Year Ended December 3 1, 2023
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# **Ceres Securities LLC Statement of Financial Condition For the Period Ended December 31, 2023**
| ASSETS | | | | |
|----------------------------------------------|-------------|-----------|--|--|
| Cash and cash equivalents | \$ | 60,525 | | |
| Receivable from brokers or dealers | | | | |
| Property and equipment, net | | | | |
| Goodwill and intangile assets, net | | | | |
| Other assets | | | | |
| TOTAL ASSETS | \$ | 60,525 | | |
| LIABILITIES & EQUITY | | | | |
| Liabilities | | | | |
| Accounts payable | \$ | | | |
| Accrued compensation and commissions payable | | | | |
| Accrued interest | | | | |
| Accrued management fees | | | | |
| Accrued real estate taxes | | | | |
| Other liabilities | | | | |
| Total Liabilities | | | | |
| Equity | | | | |
| Members equity | | 100 | | |
| Additional paid in capital | | 5,120,285 | | |
| Retained Earnings | (5,059,860) | | | |
| Total Equity | | 60,525 | | |
| TOTALLIABILITIES & EQUITY | \$ | 60,525 | | |
| | | | | |
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# **Ceres Securities LLC Statement of Income For the Period Ended December 31, 2023**
| Income | |
|---------------------------------|---------------|
| Sales income | 623,610
\$ |
| Total income | 623,610 |
| Operating expenses | |
| Salaries and wages | 389,032 |
| Sales commissions | 360,447 |
| Payroll taxes | 505,608 |
| Employee benefits | 9,750 |
| Travel, meals and entertainment | |
| Total operating expenses | 1,264,837 |
| Other expenses | |
| Legal and accounting | 4,307 |
| Bank Fees | 1 1
5 |
| Rent | 105,192 |
| Telephone | 1,044 |
| Utilities | 504 |
| Insurance | 1,562 |
| Regulatory fees | 15,945 |
| Total other expenses | 128,669 |
| Total expenses | 1,393,506 |
| Net income (loss) | («,896j
\$ |
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# **Ceres Securities LLC Statement of Cash Flows For the Period Ended December 31, 2023**
| Net income from operations | (769,896)
\$ |
|------------------------------------------|-----------------|
| Add back non-cash expenses: | |
| Depreciation and ammortization | |
| Net cash tlow from operations | (769,896) |
| Sources (uses) of cash: | |
| Accounts receivable | |
| Liabilities | |
| Other assets | |
| Total sources (uses) of cash | |
| Net cash flow from operating activities | (769,896) |
| Cash flow from investing activities: | |
| Fixed Assets (Addition) Disposition | |
| Net cash flow from investing acitivities | |
| Cash flow from financing activities: | |
| Loan proceeds | |
| Principle payments on notes | |
| Capital stock | |
| Paid-in capital | 798,230 |
| Dividends paid | |
| Retained earnings | |
| Net cash flow from financing activities | 798,230 |
| Net increase (decrease) in cash | 28,334 |
| Cash at beginning of period | 32,191 |
| Cash and equivalents at end of period | 60,525
\$ |
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# **Ceres Securities LLC Statement of Changes in Equity For the Period Ended December 31, 2023**
| | Members equity | Additional paid
in capital | Retained
earnings | Total |
|-----------------------------------|----------------|--------------------------------|----------------------|-----------|
| Balance al January 1, 2023 | \$
100 | \$
4,322,055 | \$
(4,289,964) \$ | 3 2,191 |
| Net income (loss) for the period | | | (769,896) | (769,896) |
| Capital contributions | | 691,490 | | 691,490 |
| Members shared expenses agreement | | 106,740 | | 106,740 |
| Balance al December 31, 2023 | \$
100 | \$
5,120,285 | \$
(5,059,860) \$ | 60,525 |
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### **Ceres Securities LLC Statement of Changes in Liabilities Subordinated to Claims of General Creditors For the Period Ended December 31, 2023**
Balance at January I, 2023
Additions Deductions
Balance at December 3 1, 2023
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### **Ceres Securities LLC Computation of Net Capital Computation for Determination of' Reserve Requirements Reconcilement of of Computation of NC and Determination of RR For the Period Ended December 31, 2023**
#### Computation of **Net** Capital
| Total Assets | \$
60,525 | |
|----------------------------------------------------------|--------------|--|
| Less Illiquid Assets | \$ | |
| Less NonAllowable Assets | \$ | |
| Total Liabilities | \$ | |
| Net Capital | \$
60,525 | |
| Computation of Tangible Net Worth | | |
| Net Worth | \$
60,525 | |
| Less non-Tangible Assets | \$ | |
| Tangible Net Worth | \$
60,525 | |
| Computation for Determination of Reserve
Requirements | | |
| Limited Broker (Agent) | \$
5,000 | |
| Net Capital Requirement for
Ceres Securities LLC | \$
5,000 | |
| Reconcilement of of Computation of Net
Capital | | |
| Calculated Net Capital | \$
60,525 | |
| Less Net Capital Requirement for
Ceres Securities | \$
5,000 | |
| Excess Net Capital for
Ceres Securities LLC | \$
55,525 | |
#### Footnotes:
No material differences exists between the financial statement computations of Net Capital and the computations included in the companies cooresponding form X-17A-5 PART IIA filing as of December 31st, 2023.
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### **Ceres Securities, LLC** Notes to Statement of Financial Condition For the Period Ended December 31, 2023
#### General and Summary of Significant Account Policies
#### **Description of Business**
Ceres Securities LLC (the "Firm") is a Limited Liability Company formed on May 20\, 2015 with the Secretary of State in Delaware. The firm is wholly owned subsidiary of Ceres Partners LLC, the sole member. Ceres Partners makes capital contributions to the firm, and in addition, has an expense sharing agreement to cover operating expenses such as rent and utilities. The Office of Supervisory Jurisdiction is located at 806 Howard Street, Ste 200 in South Bend, Indiana.
The firm is a registered broker dealer with the Securities Exchange Commission (SEC) and a member of FINRA. Tamara Schooley serves as the Firms President, Managing Director, General Securities Principal, Chief Compliance Officer, and FinOP. Barbara Keady supervises the Hingham, MA & Chicago, IL locations.
The Firm serves as a Placement Agent to the single issuer fund, Ceres Farms, LLC. Ceres Securities and the fund only engage with sophisticated and accredited investors.
#### **Basis of Presentation**
The statement of financial condition is prepared in accordance with accounting principals generally accepted in the United States of **America.**
#### **Cash and Cash Equivalents**
The firm holds multiple deposit accounts that are immediately liquid.
#### **Income Taxes**
The firm has a single member LLC, and as such, is not responsible for income tax. Income or loss attributed to the Firm is passed through the sole member in accordance with FASB topic 740.
#### **Regulatory Requirements**
During the reporting period, Ceres Securities limited its business activities to soliciting subscriptions for investments in Ceres Farms, a private fund. Over this period the firm (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; (2) did not carry accounts of or for customers; and (3) did not carry PAB accounts (as defined in Rule 15c3-3).
The Firm is exempt from the requirement that this annual report be covered by the opinion of an independent public accountant based on the following facts: (1) the Firm's business is limited to acting as a broker (agent) for a single issuer, Ceres Farms, in soliciting subscriptions for securities of the issuer; (2) the Firm does not receive or hold customer funds or securities because all funds and securities were transmitted directly between investors and the issuer; accordingly the Firm ensures that all funds are promptly transmitted to the issuer and all securities are promptly delivered to the subscribers in connection with any transaction; and (3) the Firm does not otherwise hold funds or securities for or owe money or securities to customers. (Rule 17a-5(e)(l)(i)(A).)
No material difference exists between the financial statement computations of Net Capital and the computations included in the companies corresponding form X-17A-5 PART Ila filing as of December 31, 2023.
#### **Subsequent Events**
Management has reviewed subsequent events and found that there are no material subsequent events that would require recognition or disclosure in the notes to the financial condition.
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## **Ceres Securities, LLC**
#### **Exemption Report**
#### **Pursuant to Rule 17a-S under the Securities Exchange Act of 1934**
#### **December 31, 2023**
Ceres Securities, LLC (the "Company") is a registered broker-dealer subject to Rule 17a-5 promulgated by the Securities and Exchange Commission (17 C.F.R. 5240.17a-5, "Reports to be made by certain brokers and dealers").
Pursuant to recent SEC staff guidance, Ceres Securities is exempt from Rule 15c3-3 as a "Non-Covered Firm" which meets the standards of footnote 74 to SEC Release 34-70073 (2013), rather than the exemption of Rule 15c3 3(k)(2()(i) on which it previously relied. See Frequently Asked Questions Concerning the July 30, 2013 Amendments to the Broker-Dealer Financial Reporting Rule (Updated July 1, 2020) Questions 8 and 8.1.
Ceres Securities' business does comply with Footnote 74 criteria. The firm represents that during the reporting period it;
1) Maintained a minimum net capital of \$5,000 pursuant to SEC Rule 15c3-1(a)(2)(vi).
2) Did not hold customer funds or safe keep customer securities.
3) Engaged as a broker or dealer selling securities of only one issuer.
4) Engaged with only private placements of securities.
5) Engaged as a broker or dealer selling interests in unregistered private investment funds.
During the reporting period, Ceres Securities limited its business activities to soliciting subscriptions for investments in Ceres Farms, a private fund. Over this period the firm (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; (2) did not carry accounts of or for customers; and (3) did not carry PAB accounts (as defined in Rule 15c3-3).
The Firm is also exempt from the requirement that this annual report be covered by the opinion of an independent public accountant based on the following facts: (1) the Firm's business is limited to acting as a broker (agent) for a single issuer, Ceres Farms, in soliciting subscriptions for securities of the issuer; (2) the Firm does not receive or hold customer funds or securities because all funds and securities were transmitted directly between investors and the issuer; accordingly the Firm ensures that all funds are promptly transmitted to the issuer and all securities are promptly delivered to the subscribers in connection with any transaction; and (3) the Firm does not otherwise held funds or securities for or owe money or securities to customers. (Rule 17a-S(e)(1)(i)(A).)
I, Tamara Schooley certify that, To the best of my knowledge and belief, this Exemption Report is true and correct.
Dated January 19th, 2024
Title: Pres/ CFO/ CCO
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### **Ceres Securities, LLC Report for Material Inadequacies For the Period Ended December 31, 2023**
CCO / CFO Attestation:
Ceres Securities LLC has met all firm requirements for financial and reserve requirements during 2023.
No material difference exists between the financial statement computations of Net Capital and the computations included in the companies corresponding form X-17a-5 PART Ila filing as of December 31°, 2023.
..di
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SIPC-7 37 REV0722
#### SECURITIES INVESTOR PROTECTION CORPORATION
### **GENERALASSESSMENTFORM**
For the fiscal year ended 12/31/2023
| | Determination of "SIPC NET Operating Revenues" and General Assessment for:
MEMBER NAME
SEC No.
CERES SECURITIES LLC
8-69637 | |
|---|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------|
| | 1/1/2023
and ending
For the fiscal period beginning | 12/31/2023 |
| 1 | Total Revenue (FOCUS Report- Statement of Income (Loss) -- Code 4030) | \$623,610.00 |
| 2 | Additions: | |
| | a Total revenues from the securities business of subsidiaries (except foreign | |
| | subsidiaries) and predecessors not included above. | |
| | b Net loss from principal transactions in securities in trading accounts. | |
| | c Net loss from principal transactions in commodities in trading accounts. | |
| | d Interest and dividend expense deducted in determining item 1. | |
| | e Net loss from management of or participation in the underwriting or
distribution of securities. | |
| | f Expenses other than advertising, printing, registration fees and legal fees
deducted in determining net profit management of or participation in
underwriting or distribution of securities. | |
| | g Net loss from securities in investment accounts. | |
| | h Add lines 2a through 2g. This is your total additions. | \$ 0.00 |
| 3 | Add lines 1 and 2h | \$ 623,610.00 |
| 4 | Deductions: | |
| | a Revenues from the distribution of shares of a registered open end investment
company or unit investment trust, from the sale of variable annuities, from the
business of insurance, from investment advisory services rendered to
registered investment companies or insurance company separate accounts
and from transactions in security futures products. | |
| | b Revenues from commodity transactions. | |
| | c Commissions, floor brokerage and clearance paid to other SIPC members
in connection with securities transactions. | |
| | d Reimbursements for postage in connection with proxy solicitations. | |
| | e Net gain from securities in investment accounts. | |
| | f 100% commissions and markups earned from transactions in (I) certificates
of deposit and (ii) Treasury bills, bankers acceptances or commercial paper
that mature nine months or less from issuance date. | |
| | g Direct expenses of printing, advertising, and legal fees incurred in connection
with other revenue related to the securities business (revenue defined by
Section 16(9)(L) of the Act). | |
| | h Other revenue not related either directly or indirectly to the securities business.
Deductions in excess of \$100,000 require documentation | |
| 5 | a Total interest and dividend expense (FOCUS Report - Statement
of Income (Loss)- Code 4075 plus line 2d above) but | |
| | \$ 0.00
not in excess of total interest and dividend income | |
| | b 40% of margin interest earned on customers securities accounts
(40% of FOCUS Report - Statement of Income (Loss)-
\$ 0.00
Code 3960) | |
| | c Enter the greater of line 5a or 5b | \$ 0.00 |
| 6 | Add lines 4a through 4h and 5c. This is your total deductions. | \$ 0.00 |
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| SECURITIES INVESTOR PROTECTION CORPORATION |
|--------------------------------------------|
| |
SIPC-7 37 REV 0722
SIPC-7 37 REV0722
### **GENERALASSESSMENTFORM**
For the fiscal year ended 12/31/2023
| 7 | Subtract line 6 from line 3. This is your SIPC Net Operating Revenues. | | \$ 623,610.00 | | | |
|----------------------------------------------------------|------------------------------------------------------------------------|-----------------------------------------------------------------------------|---------------|--------------|-----------|--|
| 8 | Multiply line 7 by .0015. This is your General Assessment. | | \$ 935.00 | | | |
| 9 | | Current overpayment/credit balance, if any | | \$ 194.21 | | |
| 10 | | General assessment from last filed 2023 SIPC-6 or 6A | | \$ 584.44 | | |
| 11 | | a Overpayment(s) applied on all 2023 SIPC-6 and 6A(s) | \$ 194.21 | | | |
| | | b Any other overpayments applied | \$ 0.00 | | | |
| | | c All payments applied for 2023 SIPC-6 and 6A(s) | \$ 390.23 | \$ 584.44 | | |
| | d Add lines 11a through 11c | | | | | |
| 12 | LESSER of line 10 or 11d. | | | | \$ 584.44 | |
| | 13 a Amount from line 8 | | | \$ 935.00 | | |
| | b Amount from line 9 | | | \$ 194.21 | | |
| | c Amount from line 12 | | | \$ 584.44 | | |
| | | d Subtract lines 13b and 13c from 13a. This is your assessment balance due. | | | \$ 156.35 | |
| 14 | Interest (see instructions) for | | \$0.00 | | | |
| 15 | Amount you owe SIPC. Add lines 13d and 14. | \$ 156.35 | | | | |
| 16
Overpayment/credit carried forward (if applicable) | | | | | | |
| | SEC No.
8-69637 | Designated Examining Authority
DEA: FINRA | FYE
2023 | Month
Dec | | |
| | MEMBER NAME
MAILING ADDRESS | CERES SECURITIES LLC
806 HOWARD ST STE 200
SOUTH BEND, IN 46617 | | | | |
Subsidiaries (S) and predecessors (P) included in the form (give name and SEC number)
By checking this box, you certify that you have the authority of the SIPC member to sign this form; that all information in this form is true and complete; and that on behalf of the SIPC member, you are authorized, and do hereby consent, to the storage and handling by SIPC of the data in accordance with SIPC's Privacy Policy
| CERES SECURITIES LLC | TAMARA LYNDSEY SCHOOLEY |
|-----------------------|--------------------------------|
| (Name of SIPC Member) | {Authorized Signatory) |
| 1/22/2024 | tschooley@ceres-securities.com |
| (Date) | (e-mail address) |
| | |
Completion of the "Authorized Signatory" line will be deemed a signature.
*This form and the assessment payment are due 60 days after the end of the fiscal* **year.**
Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.