# WINTERFLOOD SECURITIES US CORPORATION X-17A-5 (2020-09-28) — Broker-dealer annual report
- Company: WINTERFLOOD SECURITIES US CORPORATION
- Form: X-17A-5
- Filed: 2020-09-28
- Period: 2020-07-31
- Accession: 0001760628-20-000003
- CIK: 1760628
- File #: 8-70259
- Material weakness: No
- Auditor: CITRIN COOPERMAN & COMPANY LLC
- Auditor location: NEW YORK, NY
- Contact: Janice Parise
- Phone: 2127514422
- Signed by: JOHN SCHRAFF (CEO)
Original filing: https://www.sec.gov/Archives/edgar/data/1760628/000176062820000003/winterfloodsfc.pdf
---
{0}------------------------------------------------
UNITEDSTATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
# ANNUAL AUDITED REPORT FORM X-17A-5 PART III
| | OMB APPROVAL |
|-------------------------|---------------------------|
| OMB Number: | 3235-0123 |
| Expires: | August 31, 2020 |
| stimated average burden | |
| | nours per response 12.00 |
SEC FILE NUMBER 8-70259
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 8/1/2019 | | AND ENDING 7/31/2020 | | |
|------------------------------------------------------------------------------------------|---------------------------------------------------------------------|----------------------|------------------------------------------------|--|
| | MM/DD/YY | | MM/DD/YY | |
| | A. REGISTRANT IDENTIFICATION | | | |
| NAME OF BROKER-DEALER: WINTERFLOOD SECURITIES US CORPORATION | | OFFICIAL USE ONLY | | |
| 404 FIFTH AVENUE | ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use P.O. Box No.) | | FIRM I.D. NO. | |
| | (No. and Street) | | | |
| NEW YORK | NY | | 10018 | |
| (City) | (State) | | (Zip Code) | |
| NAME AND TELEPHONE NUMBER OF PERSON TO CONTACT IN REGARD TO THIS REPORT
JANICE PARISE | | | 212 751-4422
(Area Code - Telephone Number) | |
| | B. ACCOUNTANT IDENTIFICATION | | | |
| INDEPENDENT PUBLIC ACCOUNTANT whose opinion is contained in this Report* | | | | |
| CITRIN COOPERMAN & COMPANY, LLP | | | | |
| | (Name - if individual, state last, first, middle name) | | | |
| 529 FIFTH AVENUE | NEW YORK | NY | 10017 | |
| (Address) | (City) | (State) | (Zip Code) | |
| CHECK ONE: | | | | |
| Certified Public Accountant
Public Accountant | | | | |
| | Accountant not resident in United States or any of its possessions. | | | |
| | FOR OFFICIAL USE ONLY | | | |
| | | | | |
| | | | | |
\*Claims for exemption from the requirement that the annual report be covered by the opinion of an independent public accountant must be supported by a statement of facts and circumstances relied on as the basis for the exemption. See Section 240c accomuni
> Potential 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.
SEC 1410 (11-05)
{1}------------------------------------------------
# OATH OR AFFIRMATION
| JOHN SCHRAFF
1-
swear (or affirm) that, swear (or affirm) that, to the best of | |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|
| my knowledge and belief the accompanying financial statement and supporting schedules pertaining to the firm of
WINTERFLOOD SECURITIES US CORPORATION | |
| of JULY 31
are true and correct. I further swear (or affirm) that | |
| neither the company nor any partner, principal officer or director has any proprietary interest in any account
classified solely as that of a customer, except as follows: | |
| | |
| Signature | |
| CHIEF EXECUTIVE OFFICER | |
| JANICE PARISE
Title
Notary Public, State of New York
No. 41-4968956
Qualified in Queens County
Notary Public Commission Expires July 9, 2022 | |
| This report ** contains (check all applicable boxes):
V (a) Facing Page.
/ (b) Statement of Financial Condition.
(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). | |
| (d) Statement of Cash Flows.
(e) Statement of Changes in Stockholders' Equity or Partners' or Sole Proprietors' Capital.
(f) Statement of Changes in Liabilities Subordinated to Claims of Creditors.
(g) Computation of Net Capital.
(h) Computation for Determination of Reserve Requirements Pursuant to Rule 15c3-3. | |
| (i) Information Relating to the Possession or Control Requirements Under Rule 15c3-3.
() A Reconciliation, including appropriate explanation of Net Capital Under Rule 15c3-1 and the
Computation for Determination of the Reserve Requirements Under Exhibit A of Rule 15c3-3. | |
| (k) A Reconciliation between the audited Statements of Financial Condition with respect to methods of
consolidation.
(I) An Oath or Affirmation. | |
| (m) A copy of the SIPC Supplemental Report.
(n) A report describing any material inadequacies found to exist or found to have existed since the date of the previous audit. | |
| ** For conditions of confidential treatment of certain portions of this filing, see section 240.17a-5(e)(3). | |
{2}------------------------------------------------
WINTERFLOOD SECURITIES US CORPORATION Statement of Financial Condition July 31, 2020 (With report of Independent Registered Public Accounting Finn Thereon)
{3}------------------------------------------------
# **WINTERFLOOD SECURITIES US CORPORATION Table of Contents July 31 , 2020**
| | Page(s) |
|------------------------------------------------------------|---------|
| Report of Independent Registered
Public Accounting Firm | 1 |
| Statement of Financial Condition
_ _ _ 2 | |
| Notes to the Financial Statement.
3-5 | |
{4}------------------------------------------------
# REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholder Winterflood Securities US Corporation
# Opinion on the Financial Statement
We have audited the accompanying statement of financial condition of Winterflood Securities US Corporation as of July 31, 2020, and the related notes (collectively referred to as the "financial statement"). In our opinion, the statement of financial condition presents fairly, in all material respects, the financial position of Winterflood Securities US Corporation as of July 31, 2020, in conformity with accounting principles generally accepted in the United States of America.
# Basis for Opinion
This financial statement is the responsibility of Winterflood Securities US Corporation's management. Our responsibility is to express an opinion on Winterflood Securities US Corporation's financial statement based on out 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 Winterflood Securities US Corporation 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 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.
We have served as Winterflood Securities US Corporation's auditor since 2019. New York, New York September 25, 2020
{5}------------------------------------------------
| Assets | |
|----------------------------------------------------------------------------------------------------|---------------|
| Gash | \$
893,398 |
| Due from affiliate | 72,103 |
| ·Other assets | 8,103 |
| Total assets | \$
973,604 |
| Liabilities and Stockholder's
Equity | |
| Accounts payable and other
accrued expenses | \$
50,335 |
| Stockholder's equity | |
| Common stock (\$.0001 par
value, 2,000 shares authorized,
890 shares issued and outstanding) | |
| Additional paid-in capital | 890,000 |
| Retained earnings | 33,269 |
| Total stockholder's equity | 923,269 |
| Total liabilities and stockholder's
equity | \$
973,604 |
{6}------------------------------------------------
# **1. Organization and Nature of Business**
The following is a summary of the significant accounting policies followed by the Company.
Winterflood Securities US Corporation (the "Company") is a wholly-owned subsidiary of Winterflood Securities Holdings Limited (the "Parent") and was formed on July 20, 2018. The Company was approved as a broker-dealer with the Securities and Exchange Commission (the "SEC") and the Financial Industry Regulatory Authority ("FINRA") August 20, 2019.
The Company accepts and executes orders from major U.S. Institutional Investors, as defined in SEC Rule 15a-6 (the "Rule"), primarily for foreign securities. The Company may also act as a member of a selling group in selected underwritings on a best efforts basis and may conduct a private placement business. The Company shall transmit orders in foreign securities to an affiliate for execution and clearing pursuant to a Brokerage Services Agreement between the Company and Winterflood Securities Limited ("Affiliate"}, a limited company organized under the laws of the United Kingdom.
# **2. Summary of Significant Accounting Policies**
The following is a summary of the significant accounting policies followed by the Company.
### **Basis of Presentation**
The financial statement has been prepared in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP").
### **Recent Accounting Pronouncements**
In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-02, Leases, which replaces the existing guidance in ASC 840, Leases. The new standard establishes a right-of-use model that requires a lessee to record a right-of-use asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the statement of operations. The guidance will be effective for annual reporting periods beginning after December 15, 2018, and early adoption is permitted. The Company has evaluated the impact of ASU 2016-02 and has determined it currently has no leases which meet the criteria of this .A.SU, accordingly there will be no impact to its financial statement.
# **Cash**
The Company maintains its cash balances with financial institutions which, at times, exceed federallyinsured limits. At July 31 , 2020, the Company held its cash at a major bank, in an amount that exceeded federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risk on its accounts.
{7}------------------------------------------------
# **2. Summary of Significant Accounting Policies (continued)**
#### **Use of Estimates**
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 disclosure of contingent assets and liabilities at the date of the financial statement. Actual results could differ from these estimates.
### **Income Taxes**
The Company recognizes income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that all or some portion of the deferred tax assets will not be realized.
### **3. Related-Party Transactions**
The Company has entered into an Expense Sharing Agreement ("ESA") as of August 20, 2019 with the Affiliate whereby the Affiliate is to provide employment related and office and administrative related services to the Company.
In addition, as per the terms of the ESA, the Affiliate shall pay to the Company an amount equal to 108%, or such other mark-up as may be agreed from time to time, of all of the expenses of the Company.
There is a net Due from affiliate in the amount of \$72,103 on the Statement of Financial Condition.
# **4. Income Taxes**
The Company provides for income taxes in accordance with the asset and liability method and recognizes deferred income taxes for the expected future tax consequences of differences in the book and tax bases of assets and liabilities and available net operating loss carryforwards The Company has accrued \$7,292 for federal, state and local income taxes.
The Company adopted the general accounting principle regarding uncertain tax positions. Management believes that the Company does not have any uncertain tax positions as of July 31 , 2020. Generally, the Company's tax returns are subject to examination by federal, state, and local authorities for all periods since inception. The Company recognizes and measures its unrecognized tax positions in accordance with FASB Accounting Standards Codification 740, Income Taxes. Under that guidance, the Company assesses the likelihood, based on their technical merit, that tax positions will be sustained upon examination based on the facts, circumstances and information available at the end of each period. The measurement of unrecognized tax positions is adjusted when new information is available, or when an event occurs that requires a change. The Company is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any periods in progress.
{8}------------------------------------------------
### **5. Net Capital Requirements**
The Company is subject to the SEC Uniform Net Capital Rule (Rule 15c3-1 ), which requires the maintenance of minimum net capitaL The Company has elected to use the alternative method permitted by the Rule, which requires the Company to maintain a minimum net capital equal to \$250,000. At July 31, 2020, the Company's net capital was approximately \$843,000, which was approximately \$593,000 in excess of its minimum requirement of \$250,000.
#### **6. Exemption from Rule 15c!3-!3**
The Company claims exemption from the provisions of SEC Rule 15c3-3 under the Securities Exchange Act of 1934, in that the Company's activities are limited to those set forth in the conditions from exemption appearing in paragraph (k)(2)(i) of the Rule.
### **7. Subsequent Events**
During 2020, the World Health Organization has declared COVID-19 to constitute a "Public Health Emergency of International Concern." Disruptions to business operations have occurred and could continue to develop as a result of quarantines of employees, customers and suppliers in areas affected by the outbreak, and closures of third-party vendor's manufacturing facilities and logistics supply chains. Given the uncertainty of the situation, the duration of the business disruption and related financial impact cannot be reasonably estimated at this time.
Management of the Company evaluated subsequent events or transactions that occurred from July 31, 2020 through the date these financial statements were issued September 25, 2020.
Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.