# SPEYSIDE ADVISORS, LLC X-17A-5 (2023-02-27) — Broker-dealer annual report - Company: SPEYSIDE ADVISORS, LLC - Form: X-17A-5 - Filed: 2023-02-27 - Period: 2022-12-31 - Accession: 0001717927-23-000001 - CIK: 1717927 - File #: 8-70023 - Type: Broker-dealer - Material weakness: No - Auditor: McBee & Co. P.C. - Auditor location: Dallas, TX - Contact: Daniel Gillett - Phone: 214-228-8732 - Website: mcbeeco.com - Signed by: Daniel Gillett (Sole Member) Original filing: https://www.sec.gov/Archives/edgar/data/1717927/000171792723000001/speysideaudit22.pdf --- {0}------------------------------------------------ #### OMB APPROVAL **UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549** OMB Number: 3235-0123 Expires: Oct. 31, 2023 Estimated average burden hours per response: 12 # **ANNUAL REPORTS FORM X-17A-5 PART III** SEC FILE NUMBER 8-70023 **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 | | AND ENDING | | | |-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------|------------------------------------|-------------------------------|-------------| | A. | MM/DD/YY
REGISTRANT IDENTIFICATION | | | MM/DD/YY | | NAME OF FIRM: | | | | | | TYPE OF REGISTRANT (check all
applicable
Broker-dealer
Security-based
Check here if respondent is also an OTC derivatives dealer | boxes):
swap
dealer | Major
security-based | swap | participant | | ADDRESS OF PRINCIPAL PLACE OF BUSINESS: | (Do not | use a P.O.
box
no.) | | | | | | | | | | | (No. and Street) | | | | | | | | | | | (City) | (State) | | (Zip Code) | | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | | | | | | | | (Name) | (Area Code -Telephone | Number)
(Email Address) | | | | B. | ACCOUNTANT IDENTIFICATION | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose | reports
are | filing*
contained
in
this | | | | (Name -if | individual,
state last,first,and | middle name) | | | | | | | | | | (Address) | (City) | | (State) | (Zip Code) | | | | | | | | (Date of Registration with PCAQB)(if applicable) | | | (PCAOB Registration Number,if | applicable) | | | FOR OFFICIAL USE ONLY | | | | | l
* 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
)(ii),if
applicable.
CFR 240.17a-5(e)( | | | | | **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.** {1}------------------------------------------------ ![](_page_1_Figure_3.jpeg) - - - - - - - - - - - - - - - - - - - - - - - - - - - {2}------------------------------------------------ **SPEYSIDE ADVISORS, LLC REPORT PURSUANT TO RULE 17a-5(d) YEAR ENDED DECEMBER 31, 2022** {3}------------------------------------------------ #### **SPEYSIDE ADVISORS, LLC** #### CONTENTS | | REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 1 | |---------------------------------------|-------------------------------------------------------------------------------------------------------------------------|------| | FINANCIAL STATEMENTS | | | | Statement of financial condition | | 2 | | Statement of operations | | 3 | | Statement of changes in | member's
equity | 4 | | Statement of cash flows | | 5 | | Notes to financial statements | | 6-8 | | Supporting Schedules | | | | Schedule I: | Computation of Net Capital Under Rule 15c3-1
of the Securities and Exchange Commission | 9-10 | | Schedule II: | Computation for Determination of Reserve
Requirements Under Rule 15c3-3 of the Securities
and Exchange Commission | 11 | | ON EXEMPTION REPORT | REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 12 | | BROKER-DEALER ANNUAL EXEMPTION REPORT | | 13 | {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) #### **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** #### **To the Managing Member of Speyside Advisors, LLC** #### **Opinion on the Financial Statements** We have audited the accompanying statement of financial condition of Speyside Advisors, LLC as of December 31, 2022, the related statements of operations, changes in member's equity, and cash flows for the year then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of Speyside Advisors, LLC as of December 31, 2022, 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 of America. #### **Basis for Opinion** These financial statements are the responsibility of Speyside Advisors, LLC's management. Our responsibility is to express an opinion on Speyside Advisors, LLC'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 Speyside Advisors, 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 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 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. #### **Auditor's Report on Supplemental Information** The supplemental information contained in Schedule I, Computation of Net Capital Under Rule 15c3‐1 of the Securities and Exchange Commission ("Schedule I") and Schedule II, Computation for Determination of Reserve Requirements Under Rule 15c3‐3 of the Securities and Exchange Commission ("Schedule II") has been subjected to audit procedures performed in conjunction with the audit of Speyside Advisors, LLC's financial statements. The supplemental information is the responsibility of Speyside Advisors, LLC's management. Our audit procedures included determining whether the 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 information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with 17 C.F.R. §240.17a‐5. In our opinion, the supplemental information contained in Schedule I and Schedule II is fairly stated, in all material respects, in relation to the financial statements as a whole. **McBee & Co., PC** We have served as Speyside Advisors, LLC's auditor since 2017. Dallas, Texas February 24, 2023 Dallas Office 718 Paulus Avenue • Dallas, Texas 75214 • 214.823.3500 www.mcbeeco.com {5}------------------------------------------------ # **SPEYSIDE ADVISORS, LLC STATEMENT OF FINANCIAL CONDITION AS OF DECEMBER 31, 2022** ### **Assets** | Cash
Prepaid expenses | \$
34,784
1,302 | |-------------------------------------------------------------------------|-----------------------| | Total Assets | \$
36,086 | | Liabilities and Member's Equity | | | Liabilities
Accounts payable and accrued expenses
Deferred income | \$
23,417
5,000 | | Total Liabilities | 28,417 | | Member's Equity | 7,669 | | Total Liabilities and Member's Equity | \$
36,086 | The accompanying notes are an integral part of these financial statements. {6}------------------------------------------------ # **SPEYSIDE ADVISORS, LLC STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2022** | Revenues | | |----------------------------------------|----------------| | Advisory fees | \$
197,500 | | Total Revenues | 197,500 | | Expenses | | | Registered representative compensation | 223,910 | | Regulatory fees and expenses | 4,960 | | Professional fees | 36,820 | | Occupancy | 4,658 | | General and administrative | 16,903 | | Total Expenses | 287,251 | | Loss before provision for taxes | (89,751) | | Provision for state income tax | 50 | | Net Loss | \$
(89,801) | The accompanying notes are an integral part of these financial statements. {7}------------------------------------------------ # **SPEYSIDE ADVISORS, LLC STATEMENT OF CHANGES IN MEMBER'S EQUITY FOR THE YEAR ENDED DECEMBER 31, 2022** | Balances at
December 31, 2021 | \$72,470 | |----------------------------------|----------| | Member's contributions | 25,000 | | Net loss | (89,801) | | Balances at
December 31, 2022 | \$7,669 | The accompanying notes are an integral part of these financial statements. {8}------------------------------------------------ ## **SPEYSIDE ADVISORS, LLC STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2022** | Cash flows used in operating activities: | | |-----------------------------------------------------------|----------------| | Net loss | \$
(89,801) | | Adjustments to reconcile net loss to net cash provided by | | | (used) for operating activities: | | | Changes in assets and liabilities | | | Decrease in accounts receivable | 18,532 | | Decrease in prepaid expenses | 704 | | Increase in account payable and accrued expenses | 13,670 | | Decrease in deferred income | (3,582) | | Net cash used in operating activities | (60,477) | | Cash flows from financing activities: | | | Contributions by managing member | 25,000 | | Net cash provided by financing activities | 25,000 | | Net decrease in cash | (35,477) | | Cash at beginning of year | 70,261 | | Cash at end of year | \$
34,784 | | Supplemental Disclosures of Cash Flow Information: | | | State income taxes paid | \$
50 | The accompanying notes are an integral part of these financial statements. Interest paid \$ - {9}------------------------------------------------ #### **SPEYSIDE ADVISORS, LLC** #### **NOTES TO FINANCIAL STATEMENTS** #### **DECEMBER 31, 2022** #### **NOTE 1 – Organization and Nature of Business** Speyside Advisors, LLC (the "Company"), was formed on May 11, 2017. The Company is a broker-dealer registered with the Securities and Exchange Commission ("SEC") and is a member of the Financial Industry Regulatory Authority, Inc. and Securities Investor Protection Corporation ("SIPC"). The Company operates as a Texas Limited Liability Company ("LLC") and is wholly-owned by a member. The Company is engaged in providing advisory services involving private placement and mergers and acquisitions for its clients. It is intended that all offerings will be exempt from registration under the provisions of either Regulation D or Rule 144A. The Company is considered a Non-Covered Firm exempt from 17 C.F.R. § 240.15c3-3 relying on Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17-5. #### Cash The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. At December 31, 2022, the Company had no such investments. The Company maintains is operating cash at a financial institution. At times, the amount on deposit at this institution may exceed amounts covered by insurance provided by the U.S. Federal Deposit Insurance Corporation ("FDIC"). The Company has not experienced any losses related to amounts in excess of FDIC limits. #### Revenue Recognition The Company provides advisory services on mergers and acquisitions. Advisory fees represent 100% of revenue earned by the Company for the year ended December 31, 2022. Revenue for advisory arrangements is generally recognized at the point in time that performance under the arrangement is completed (the closing date of the transaction) or the contract is cancelled. However, for certain contracts, revenue is recognized over time for advisory arrangements in which the performance obligations are simultaneously provided by the Company and consumed by the customer. Retainers and other fees received from customers prior to recognizing revenue are reported in the accompanying statement of financial condition in deferred income. The Company receives reimbursements of operating expenses incurred by the Company on behalf of the customers who are receiving advisory services. Reimbursement of expenses are recorded on a net basis as the Company is acting as an agent, and recognize reimbursement of such expenses are incurred, as these costs are related to performance obligations that are satisfied over time. {10}------------------------------------------------ ## **SPEYSIDE ADVISORS, LLC** #### **NOTES TO FINANCIAL STATEMENTS** ### **DECEMBER 31, 2022** #### **NOTE 1 – Organization and Nature of Business (Cont.)** #### Use of Estimates The Company's financial statements are presented in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP"). The Financial Accounting Standards Board ("FASB") Accounting Standards Codification (the Codification) is the single source of U.S. GAAP. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. #### Income Taxes The Company is a single member limited liability company and is therefore treated as a disregarded entity for federal income tax purposes. Accordingly, income will be taxed at the member level rather than at the corporate level for federal income tax purposes. The Company is subject to state income taxes. Any potential interest and penalty associated with a tax contingency, should one arise, would be included as a component of income tax expense in the period in which the assessment arises. ### **NOTE 2 – Net Capital Requirements** Pursuant to the net capital provisions of Rule 15c3-1 of the Securities and Exchange Act of 1934, the Company is required to maintain a minimum net capital, as defined under such provisions. Net capital and the related net capital ratio may fluctuate on a daily basis. At December 31, 2022, the Company had net capital of \$6,367, which was \$1,367 in excess of minimum net capital requirement of \$5,000. The Company's ratio of aggregate indebtedness to net capital was 4.6 to 1. The Securities and Exchange Commission permits a ratio of no greater than 15 to 1. #### **NOTE 3 – Possession or Control Requirements** The Company holds no customer funds or securities. The Company is considered "Non-Covered Firm" exempt from 17 C.F.R. § 240.15c3-3 and is filing an Exemption Report relying on footnote 74 to SEC Release 34-70073, and as discussed in Q&A 8 of the related FAQ issued by the SEC staff. The Company limits its business activities exclusively to private placement of securities, including direct participation programs and merger and acquisition advisory services. ### **NOTE 4 – Concentration Risk** The Company may at various times during the year have cash balances in excess of federally insured limits. The Company believes that it is not exposed to any significant risk related to cash. Approximately 80% of the Company's revenue is derived from advisor fees from one customer. {11}------------------------------------------------ # **SPEYSIDE ADVISORS, LLC NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2022** #### **NOTE 5 – Related Party Transactions** The sole member of the Company, a registered securities representative, generates most of the Company's revenues and receives most of the related compensation expense. The Company is economically dependent upon the sole member due to the concentration of services he provides. The Company and various entities are under common control and the existence of that control may create operating results and financial position significantly different than if the companies were autonomous. #### **NOTE 6 – Recent Accounting Pronouncements** Recently issued accounting standards that have been issued or proposed by the FASB or other standardssetting bodies are not expected to have a material impact on the Company's financial position or results of operations. The Company plans to adopt any new standards in accordance with the standards. ### **NOTE 7 – Commitments and Contingencies** The Company had no commitments or contingencies that were required to be accrued or disclosed. #### **NOTE 8 – Subsequent Events** The Company has performed an evaluation of events that have occurred subsequent to December 31, 2022, and through February 24, 2023. There have been no significant events that occurred during the period except for a member capital contribution of \$15,000 in January 2023. {12}------------------------------------------------ **Supplemental Information Pursuant to Rule 17a-5 of the Securities Exchange Act of 1934** **as of** **December 31, 2022** {13}------------------------------------------------ ## **Schedule I** ## **SPEYSIDE ADVISORS, LLC Computation of Net Capital Under Rule 15c3-1 of the Securities and Exchange Commission As of December 31, 2022** # **Computation of Net Capital** | Total member's equity qualified for net capital | \$
7,669 | |-----------------------------------------------------|--------------| | Deductions and/or charges | | | Non-allowable assets: | | | Other assets (prepaids) | (1,302) | | Total deductions from net worth | (1,302) | | Net Capital | \$
6,367 | | Aggregate indebtedness | | | Items included in statement of financial condition: | | | Accounts payable and accrued expenses | 23,417 | | Deferred income | 5,000 | | Total aggregate indebtedness | \$
28,417 | See accompanying report of independent registered public accounting firm. {14}------------------------------------------------ ## **Schedule I (continued)** ## **SPEYSIDE ADVISORS, LLC Computation of Net Capital Under Rule 15c3-1 of the Securities and Exchange Commission As of December 31, 2022** ### **Computation of Basic Net Capital Requirement** | Minimum net capital required | | |---------------------------------------------------------------------------------------------|-------------| | (6 2/3% of aggregate indebtedness) | \$
1,894 | | Minimum dollar Net Capital Requirement of Reporting
Broker or Dealer | \$
5,000 | | Minimum Net Capital Requirement | \$
5,000 | | Net Capital in Excess of Minimum Requirement | \$
1,367 | | Net capital less greater of 10% of aggregate
indebtedness or 120% of minimum net capital | \$
367 | | Ratio of Aggregate Indebtedness to Net Capital | 4.6 to 1 | No material differences existed between the audited computation of net capital pursuant to Rule 15c3-1 as of December 31, 2022 and the corresponding unaudited filing of part IIA of the FOCUS Report/Form X-17A-5 filed by Speyside Advisors, LLC. Accordingly no reconcilation is necessary. See accompanying report of independent registered public accounting firm. {15}------------------------------------------------ #### **Schedule II** #### **SPEYSIDE ADVISORS, LLC Computation for Determination of Reserve Requirements Under Rule 15c3-3 of the Securities and Exchange Commission As of December 31, 2022** #### **EXEMPTIVE PROVISIONS** The Company is considered "Non-Covered Firm" exempt from 17 C.F.R. § 240.15c3-3 and is filing an Exemption Report relying on footnote 74 to SEC Release 34-70073, and as discussed in Q&A 8 of the related FAQ issued by the SEC staff. The Company limits its business activities exclusively to private placement of securities, including direct participation programs and merger and acquisition advisory services. See accompanying report of independent registered public accounting firm. {16}------------------------------------------------ **Report of Independent Registered Public Accounting Firm On Management's Exemption Report Required by SEC Rule 17a-5 Year Ended December 31, 2022** {17}------------------------------------------------ ![](_page_17_Picture_0.jpeg) ### **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** #### **To the Managing Member of Speyside Advisors, LLC** We have reviewed management's statements, included in the accompanying Rule 15c3‐3 Exemption Report pursuant to SEC Rule 17a‐5, in which (1) Speyside Advisors, LLC ("the Company") did not claim an exemption under paragraph (k) of 17 C.F.R. §240.15c3‐3, and (2) the Company is filing this Exemption Report relying on Footnote 74 of the SEC Release No. 34‐70073 adopting amendments to 17 C.F.R. § 240.17a‐5 because the Company limits its business activities exclusively to private placement of securities, including direct participation programs, and merger and acquisition advisory services. In addition, the Company 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 and/or funds received and promptly transmitted for effecting transactions via subscriptions on a subscription way basis where the funds are payable to the issuer or its agent and not to the Company; did not carry accounts of or for customers; and did not carry PAB accounts (as defined in Rule 15c3‐3) throughout the most recent fiscal year, December 31, 2022, without exception. Speyside Advisors, LLC's management is responsible for compliance with the exemption provisions 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 Speyside Advisors, LLC'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 express 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 upon the Company's business activities contemplated by Footnote 74 of the SEC Release No. 34‐70073 adopting amendments to 17 C.F.R. § 240.17a‐5, and related SEC Staff Frequently Asked Questions. **McBee & Co., PC** Dallas, Texas February 24, 2023 {18}------------------------------------------------ ![](_page_18_Picture_0.jpeg) - - Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.