# SHOREBRIDGE CAPITAL SECURITIES, LLC X-17A-5 (2023-02-27) — Broker-dealer annual report - Company: SHOREBRIDGE CAPITAL SECURITIES, LLC - Form: X-17A-5 - Filed: 2023-02-27 - Period: 2022-12-31 - Accession: 0001646516-23-000002 - CIK: 1646516 - File #: 8-69644 - Type: Broker-dealer - Material weakness: No - Auditor: Lilling & Company LLP - Auditor location: Port Washington, NY - Contact: JANICE PARISE - Phone: 2127514422 - Email: jparise@dfppartners.com - Website: dfppartners.com - Signed by: Douglas Blagdon (CEO) Original filing: https://www.sec.gov/Archives/edgar/data/1646516/000164651623000002/sbcspublic123122.pdf --- {0}------------------------------------------------ # **ShoreBridge Capital Securities LLC** **Statement of Financial Condition Pursuant to Rule 17a-5 under the Securities Exchange Act of 1934 December 31, 2022** {1}------------------------------------------------ | | SECURITIES
AND
EXCHANGE
COMMISSION
OMB Number:3235Ͳ0123 | | | | | | |---------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------|-------------------------|-------------------------|--------------------------------------------|--|--| | Washington, D.C. 20549 | | | | Expires:October 31, 2023 | | | | | | | | Estimated average burden | | | | | | | | hours per response…
12.00 | | | | | ANNUALAUDITEDREPORT | | | | | | | FORMXͲ17AͲ5
PART
III | | | | SEC FILE NUMBER
8Ͳ69644 | | | | | | | | | | | | | FACING PAGE | | | | | | | | Information Required Pursuant to Rules 17aͲ5, 17aͲ12, and 18aͲ7 under the Securities Exchange Act of 1934 | | | | | | | REPORT
FOR
THE
PERIOD | BEGINNING
01/01/2022
AND | ENDING | 12/31/2022 | | | | | | MM/DD/YY | | | MM/DD/YY | | | | | A.
REGISTRANT | IDENTIFICATION | | | | | | NAME
OF
FIRM:SHOREBRIDGE | CAPITAL SECURITIES LLC | | | | | | | TYPE
OF
REGISTRANT
(check
all | applicable
boxes): | | | | | | | ցBrokerͲdealer | տSecurityͲbased
swap
dealer | տMajor | securityͲbased
swap | participant | | | | տ Check here if respondent is also an OTC derivatives dealer | | | | | | | | ADDRESS
OF
PRINCIPAL
PLACE | OF
BUSINESS:
(Do
not
use | P.O.
Box
No.) | | | | | | AVENUEͲ30th floor
780
THIRD | | | | | | | | | | (No. and Street) | | | | | | New
York
| | NY | | 10017 | | | | (City) | | (State) | | (Zip Code) | | | | PERSON
TO
CONTACT
WITH | REGARD
TO
THIS
FILING | | | | | | | JANICE
PARISE212 | 751Ͳ4422 | | jparise@dfppartners.com | | | | | (Name) | (Area Code – Telephone Number) | |

(Email Address) | | | | | | B.
ACCOUNTANT | IDENTIFICATION | | | | | | INDEPENDENT
PUBLIC
ACCOUNTANT | whose
opinion
is | contained
in
this | Report* | | | | | LILLING
&
COMPANY
LLP | | | | | | | | | (Name – if individual, state last, first, middle name) | | | | | | | 2
SEAVIEW
BOULEVARD | PORT
WASHINGTON | | NY | 11050 | | | | | (City) | | (State) | (Zip Code) | | | | | | | | | | | | 3/31/2009 | | | | 3480 | | | | (Address)
(Date of Registration with PCAOB)(if applicable) | | | | (PCAOB Registration Number, if applicable) | | | **UNITED STATES** OMB APPROVAL \* 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 240.17aͲ5(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 OMB control number.** {2}------------------------------------------------ - - - - - - - - - - - - - - - - - - - - - - - - - {3}------------------------------------------------ # **ShoreBridge Capital Securities LLC Index December 31, 2022** # **Page(s)** | Report of Independent Registered Public Accounting Firm 1 | | |------------------------------------------------------------|--| | Statement of Financial Condition 2 | | | Notes to Statement of Financial Condition 3-6 | | {4}------------------------------------------------ # *REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM* To the Member of ShoreBridge Capital Securities, LLC # **Opinion on the Financial Statement** We have audited the accompanying statement of financial condition of ShoreBridge Capital Securities, LLC 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 ShoreBridge Capital Securities, LLC as of December 31, 2022 in conformity with accounting principles generally accepted in the United States of America. ### **Basis for Opinion** This financial statement is the responsibility of ShoreBridge Capital Securities, LLC's management. Our responsibility is to express an opinion on ShoreBridge Capital Securities, 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 ShoreBridge Capital Securities, 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. Lilling & Company LLP We have served as ShoreBridge Capital Securities, LLC's auditor since 2021. *Port Washington, New York February 24, 2023* {5}------------------------------------------------ # **ShoreBridge Capital Securities LLC Statement of Financial Condition As of December 31, 2022** | Assets | | | |-----------------------------------------------------------------------------------------------------|---|------------------| | Cash | S | 56.813 | | Prepaid expenses | | 13.473 | | Total assets | | 70,286 | | Liabilities and Member's Equity
Accounts payable and other accrued expenses
Total liabilities | ಿ | 39.658
39,658 | | Members equity | | 30,628 | | Total Liabilities and Member's Equity | | 70,286 | | | | | The accompanying notes are an integral part of this financial statement. {6}------------------------------------------------ ### **1. Organization** ShoreBridge Capital Securities LLC "formerly known as ShoreBridge Capital Advisors, LLC" (the "Company"), is a limited liability company organized under the laws of the state of Delaware on May 12, 2015. The Company effected a name change in June 2020. The Company is a wholly-owned subsidiary of ShoreBridge Capital Partners LLC (the "Parent"). On February 4, 2016 the Company became a brokerdealer and as such is registered with the Securities and Exchange Commission (the "SEC") and is a member of the Financial Industry Regulatory Authority ("FINRA"). The Company's operations consist of private placement of securities, Mergers and Acquisitions, corporate financing, investment advisory services and referral arrangements with investment advisors, pursuant to which the Company will refer prospective customers in return for a finder's fee. ShoreBridge Capital Securities LLC does not hold customer funds or securities. ### **2. Summary of Significant Accounting Policies** #### **Basis of Presentation** The Company's financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP"). #### **Use of Estimates** The preparation of financial statements in conformity with US GAAP 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. ### **Revenue Recognition** ### **Revenue from Contracts with Customers** Revenue from contracts with customers includes fees earned for advisory and placement services pursuant to the terms of individual engagement letters with customers. The recognition and measurement of revenue is based on the assessment of individual contract terms. Significant judgment 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. #### *Advisory fees* The Company provides investment advisory services with relation to the private placement of securities. Generally these services are being provided during the term of the period stated in the customer engagement letter. The Company believes the performance obligation for providing advisory services is satisfied over time because the customer is receiving and consuming the benefits as they are provided by the Company. Fees are received monthly and are recognized over time during the period defined in the terms of the engagement letter as they relate specifically to the services provided in that period, which are distinct from the services provided in other periods. #### *Placement fees* The Company is contracted to be a placement agent in connection with the private placement of interests in funds managed by the customer. Fee terms for placement fees are stated in the customer engagement letter. The Company records placement revenues at the point in time when the closing of the private {7}------------------------------------------------ placement occurs and the services for the transactions are completed under the terms of each engagement. #### *Other income* The Company has entered into a registered representative agreement with Stephen Cassani on an independent contractor basis. As part of this agreement, in exchange for the Company's oversight of Mr. Cassani's activities, the Company earns a fixed amount each quarter from Mr. Cassani and categorizes such revenue as other income. #### **Accounts Receivable** Accounts receivable are carried at the amounts billed to customers, net of an allowance for credit losses, which is an estimate for credit losses based on a review of all outstanding amounts. At December 31, 2022 and 2021 accounts receivable, net of allowance for credit losses, was \$0 and \$836,719, respectively. #### **Allowance for Credit Losses** As per ASC Topic 326, Financial Instruments - Credit Losses ("ASC 326"), the allowance for credit losses is based on the Company's expectation of the collectability of financial instruments carried at amortized cost, including fees receivable utilizing the current expected credit loss ("CECL") framework. The Company considers factors such as historical experience, credit quality, age of balances and current and future economic conditions that may affect the Company's expectation of the collectability in determining the allowance for credit losses. The Company's expectation is that the credit risk associated with fees receivables is not significant until they are 90 days past due on the contractual arrangement and expectation of collection in accordance with industry standards. Management does not believe that an allowance is required as of December 31, 2022. #### **Cash** All cash deposits are held by one financial 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. #### **Income Taxes** The Company is a single member limited liability company, and is treated as a disregarded entity for federal income tax reporting purposes. The Internal Revenue Code ("IRC") provides that any income or loss is passed through to the ultimate beneficial individual member for federal, state and certain local income taxes. Accordingly, the Company has not provided for income taxes. Management confirms that no election was made as of the date of the financial statements for the Company to be taxed as a corporation. The Parent is taxed as a partnership and files a consolidated tax return. The Company is a single member limited liability company and accordingly, no provision has been made in the accompanying financial statement for any federal, state, or city income taxes. The Company's sole member is subject to New York City Unincorporated Business Tax ("UBT"), but the Company is a disregarded entity for tax purposes. All revenue and expenses retain their character and pass directly to the Parent's income tax returns. Based on an analysis of the operations of the Broker Dealer there was no UBT tax provision required. At December 31, 2022, management has determined that the Company had no uncertain tax positions that would require financial statement recognition. This determination will always be subject to ongoing reevaluation as facts and circumstances may require. The Company's tax preparers reviewed the Company's tax position and the results from operations and as a result of this review, the Company has determined there were no uncertain tax positions. {8}------------------------------------------------ ### **3. Transactions with Related Parties** During 2016, the Company entered into an Expense Sharing Agreement ("ESA") with its Parent whereby the Parent is to provide office and administrative services to the Company. The ESA had a term of one year and is automatically renewed annually, unless terminated or modified by written notice. During 2017, the Company amended its ESA as such that the Company is now incurring and recording its proportionate share of expenses in relation to activities performed by the Parent for the benefit of the Company. The terms of these arrangements may not be the same as those that would otherwise exist or result from agreements and transactions among unrelated parties. In 2017 the Company's Parent formed a new wholly owned subsidiary, ShoreBridge Capital Management, LLC. That entity has since registered with the SEC as an investment advisor. The subsidiary provides investment advisory services to two funds. Those funds have each engaged the Company for the placement of interests in the respective funds. That relationship is not subject to compensation to the Company. ### **4. Concentrations and Credit Risk** The Company earned placement fees from one customer that accounted for 100% of placement fees in 2022. Cash held by financial institutions which exceed the Federal Deposit Insurance Corporation ("FDIC") limits of \$250,000 expose the Company to concentrations of credit risk. Balances throughout the year usually exceed the maximum coverage provided by the FDIC on insured depositor accounts. ### **5. Member's Equity** For the year ended December 31, 2022, the Company received \$180,000 in cash contributions. The Company recorded \$109,696 in capital contributions representing forgiveness of the intercompany payable to the Parent for the Company's share of its expenses provided for in the amended ESA. The Company did not make any distributions. # **6. Net Capital Requirements** The Company is subject to the Securities and Exchange Commission Uniform Net Capital Rule (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 shall not exceed 15 to 1. Under Rule 15c3-1, the Company is required to maintain a minimum net capital, equal to the greater of \$5,000 or 6 2/3% of aggregate indebtedness. At December 31, 2022, the Company had regulatory net capital of \$17,155 which was \$12,155 above the required net capital of \$5,000. The Company's ratio of aggregate indebtedness to regulatory net capital was 2.31 to 1 at December 31, 2022. #### **7. Commitments and Contingencies** The Parent of the Company is the named lessor of the Company's office space, therefore there are no commitments to the Company for the office lease. # **8. Guarantees** FASB ASC 460, Guarantees, requires the Company to disclose information about its obligations under certain guarantee arrangements. FASB ASC 460 defines guarantees as contracts and indemnification agreements that contingently require a guarantor to make payments to the guaranteed party based on changes in an underlying factor (such as an interest or foreign exchange rate, security or commodity price, an index or the occurrence or nonoccurrence of a specified event) related to an asset, liability or equity {9}------------------------------------------------ security of a guaranteed party. This guidance also defines guarantees as contracts that contingently require the guarantor to make payments to the guaranteed party based on another entity's failure to perform under an agreement as well as indirect guarantees of the indebtedness of others. The Company has issued no guarantees at December 31, 2022 or during the year then ended. #### **9. Subsequent Events** Management of the Company evaluated and noted no subsequent events or transactions that occurred from January 1, 2023 through February 24, 2023, the date these financial statements were issued, that would require recognition or disclosure in the financial statements. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.