# ASTRIS SECURITIES, LLC X-17A-5 (2021-05-05) — Broker-dealer annual report - Company: ASTRIS SECURITIES, LLC - Form: X-17A-5 - Filed: 2021-05-05 - Period: 2020-12-31 - Accession: 0001769382-21-000002 - CIK: 1769382 - File #: 8-70306 - Material weakness: Yes - Auditor: Cohn Reznick - Auditor location: BETHESDA, MD - Contact: Jean-Marie BOUDET - Phone: 2024599217 - Signed by: Tobey Collins (Chief Executive Officer) Original filing: https://www.sec.gov/Archives/edgar/data/1769382/000176938221000002/fy20as_fullreport.pdf --- {0}------------------------------------------------ # **(A Wholly-Owned Subsidiary of Astris Finance, LLC)** # **Financial Statements (with supplementary information) and Report of Independent Registered Public Accounting Firm** **December 31, 2020** {1}------------------------------------------------ | I SEC FILE NUMBER | |-------------------| | 8-70306 | | report for the period beginning 10/03/19 | | AND ENDING 12/31/20 | | |-------------------------------------------------------------------|--------------------------------------------------------------------------|---------------------|--------------------------------| | | MM/DD/YY | | MM/DD/YY | | | A. REGISTRANT IDENTIFICATION | | | | NAME OF BROKER-DEALER: Astris Securities, LLC | | | OFFICIAL USE ONLY | | ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use P.O. Box No.) | | | FIRM I.D. NO. | | 1627 Eye Street NW, Suite 1210 | | | | | | (No. and Street) | | | | Washington | DC | | 20006 | | (City) | (State) | | (Zip Code) | | Jean-Marie Boudet | NAME AND TELEPHONE NUMBER OF PERSON TO CONTACT IN REGARD TO THIS REPORT | | (202) 459-9217 | | | | | (Area Code - Telephone Number) | | | B. ACCOUNTANT IDENTIFICATION | | | | CohnReznick LLP | INDEPENDENT PUBLIC ACCOUNTANT whose opinion is contained in this Report* | | | | | (Name - if individual, state last, first, middle name) | | | | | 7501 Wisconsin Avenue, Suite 400E Bethesda | MD | 20814-6583 | | (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 | | | | | | | | | | | | | | | | | | {2}------------------------------------------------ | I. Tobey S. Collins | | , swear (or affirm) that, to the best of | | | | |----------------------------------------------------------------------------------------------------------------|-------|--------------------------------------------------------------------------------------------------------------------------|--|--|--| | Astris Securities, LLC | | my knowledge and belief the accompanying financial statement and supporting schedules pertaining to the firm of
તિર્ડ | | | | | of February 25 | 20 21 | , 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 | | | Title | | | | | Notary Public | | | 'his report ** contains (check all applicable boxes): | | | て
(a) Facing Page. | | | (b) Statement of Financial Condition. | | | | (c) Statement of Income (Loss) or, if there is other comprehensive in the period(s) presented, a Statement | | of Comprehensive Income (as defined in §210.1-02 of Regulation S-X). | | | (d) Statement of Changes in Financial Condition. | | | (e) Statement of Changes in Stockholders' Equity or Partners' or Sole Proprietors' Capital. | | | (t) 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. | | | | (j) 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. | | | (1) 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 gonditions of confidential treatment of certain nortions of this filing, see section 240.17a-5(e). | ![](_page_2_Picture_7.jpeg) {3}------------------------------------------------ ## **(A Wholly-Owned Subsidiary of Astris Finance, LLC)** #### Index | Facing page | | |---------------------------------------------------------------------------------------------------------------------------------------------------------|------| | | Page | | Report of Independent Registered Public Accounting Firm | 2 | | | | | Financial Statements | | | Statement of Financial Condition | 4 | | Statement of Operations | 5 | | Statement of Changes in Member's Equity | 6 | | Statement of Cash Flows | 7 | | Notes to Financial Statements | 8 | | Supplemental Schedules: | | | I –
Computation of Net Capital Under Rule 15c3-1 of the Securities and Exchange
Commission
as of December 31, 2020 | 12 | | II –
Computation for Determination of Reserve Requirements Under Rule 15c-3-3 of the
Securities and Exchange Commission
December 31, 2020 | 13 | | III –
Information Relating to Possession or Control Requirements Under Rule 15c3-3 of the
Securities and Exchange Commission
December 31, 2020 | 14 | {4}------------------------------------------------ ![](_page_4_Picture_1.jpeg) # Report of Independent Registered Public Accounting Firm To the Member and Management Astris Securities, LLC #### *Opinion on the Financial Statements* We have audited the accompanying statement of financial condition of Astris Securities, LLC as of December 31, 2020, and the related statements of operations, changes in member's equity, and cash flows for the period from October 3, 2019 (effective date of FINRA membership) through December 31, 2020, 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 Astris Securities, LLC as of December 31, 2020 and the results of its operations and its cash flows for the period from October 3, 2019 (effective date of FINRA membership) through December 31, 2020 in conformity with accounting principles generally accepted in the United States of America. #### *Basis for Opinion* These financial statements are the responsibility of the entity's management. Our responsibility is to express an opinion on these 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 Astris 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 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. #### *Supplemental Information* The supplemental information in Schedules I, II, and III has been subjected to audit procedures performed in conjunction with the audit of Astris Securities, LLC's financial statements. The supplemental information is the responsibility of Astris Securities, 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. {5}------------------------------------------------ ![](_page_5_Picture_0.jpeg) In forming our opinion on the supplemental information we evaluated whether the supplemental information including its form and content, is presented in conformity with C.F.R. §240.17a-5. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole. We have served as Astris Securities, LLC's auditor since 2019. Bethesda, Maryland February 25, 2021 {6}------------------------------------------------ #### **(A Wholly-Owned Subsidiary of Astris Finance, LLC)** #### **Statement of Financial Condition** #### **December 31, 2020** #### Assets | Cash | \$ | 76,878 | | | |---------------------------------------|----|-----------|--|--| | Prepaid Expenses | | 6,392 | | | | | | | | | | TOTAL ASSETS | \$ | 83,270 | | | | | | | | | | Liabilities and Member's Equity | | | | | | Liabilities | | | | | | Accrued Expenses | \$ | 15,000 | | | | TOTAL LIABILITIES | | 15,000 | | | | | | | | | | Member's Equity | | | | | | Capital Contributions | | 297,344 | | | | Accumulated deficit | | (229,074) | | | | | | | | | | TOTAL MEMBER'S EQUITY | | 68,270 | | | | | | | | | | TOTAL LIABILITIES and MEMBER'S EQUITY | \$ | 83,270 | | | {7}------------------------------------------------ #### **(A Wholly-Owned Subsidiary of Astris Finance, LLC)** #### **Statement of Operations** #### **Period from October 3, 2019 (effective date of FINRA membership)** #### **through December 31, 2020** | Revenues | \$
- | |-------------------------------------|-----------------| | Expenses: | | | Occupancy expenses | \$
83,730 | | Regulatory expenses | 8,866 | | General and administrative expenses | 9,211 | | Professional fees | 42,005 | | IT expenses | 4,033 | | Employee expenses | 56,250 | | | | | Net Loss | \$
(204,095) | | | | {8}------------------------------------------------ **(A Wholly-Owned Subsidiary of Astris Finance, LLC) Statement of Changes in Member's Equity Period from October 3, 2019 (effective date of FINRA membership) through December 31, 2020** | Balance, October 3, 2019 | \$
172,365 | | | |----------------------------|---------------|--|--| | Capital contribution | 100,000 | | | | Net loss | (204,095) | | | | Balance, December 31, 2020 | \$
68,270 | | | {9}------------------------------------------------ #### **(A Wholly-Owned Subsidiary of Astris Finance, LLC)** #### **Statement of Cash Flows** #### **Period from October 3, 2019 (effective date of FINRA membership)** #### **through December 31, 2020** | Cash Flows from Operating Activities:
Net loss | \$
(204,095) | |--------------------------------------------------------------------------------|-----------------| | Adjustments to reconcile net loss to net
cash used in operating activities: | | | Changes in operating assets and liabilities: | | | Increase in prepaid expenses | (4,019) | | Increase in accrued expenses | 15,000 | | Net cash used in operating activities | (193,114) | | Cash flows from financing activities | | | Capital contributions | 100,000 | | Net cash provided by financing activities | 100,000 | | Net decrease in cash | (93,114) | | Cash as of October 3, 2019 | 169,992 | | Cash as of December 31, 2020 | \$
76,878 | {10}------------------------------------------------ #### **(A Wholly-Owned Subsidiary of Astris Finance, LLC)** ## **Notes to Financial Statements** **December 31, 2020** # **Note 1 – Organization and Summary of Significant Accounting Policies Organization** Astris Securities, LLC (the "Company"), a Delaware LLC, wholly-owned by Astris Finance, LLC ("AF" or "Parent"), was organized on January 22, 2019 principally to facilitate the distribution of securities of partnerships offered by AF and its affiliates. The Company is registered with the Securities and Exchange Commission ("SEC") as a private placement broker/dealer in securities and was approved as a member of the Financial Industry Regulatory Authority ("FINRA") on October 3, 2019. The Company files an Exemption Report pursuant to the provisions of footnote 74 of SEC Release 34-70073 as it does not hold customer funds or securities or carry accounts for customers and its business is limited to private placements. As a result, the Company is not obligated to maintain certain reserve requirements and possession and control requirements under Rule 15c3-3 of the SEC. The Company's planned principal operations are to act as a private placements agent. The Company is continuing to implement marketing efforts to accomplish such activities. The Parent has committed to provide the necessary financial support for the Company until such activities commence to generate sufficient operating cash flows. ### **Use of estimates** The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. #### **Income taxes** Under the asset and liability method of ASC 740, "Income Taxes", deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective bases. As the Company is a wholly-owned subsidiary of AF, which is wholly-owned by Astris Infrastructure, LLC, the Company is included in the consolidated tax return of Astris Infrastructure, LLC. Both Astris Securities, LLC and AF have elected to be treated as passthrough entities for U.S. income tax purposes and, as such, are not subject to U.S. income taxes. Rather, all items of taxable income, deductions and tax credits are passed through to and are reported by its owners on their respective income tax returns. Astris Securities, LLC's federal tax status as a pass-through entity is based on its legal status as a limited liability company. Accordingly, the Company is not required to take any tax positions in order to qualify as a pass-through entity. Astris Finance, LLC is required to file and does file tax returns with the Internal Revenue Service ("IRS") and other taxing authorities. The Company's federal tax returns, which are filed as part of the consolidated Astris Infrastructure, LLC returns, remain subject to examination by the IRS for a period of three {11}------------------------------------------------ ## **(A Wholly-Owned Subsidiary of Astris Finance, LLC)** # **Notes to Financial Statements – Continued** # **December 31, 2020** years. While no income tax returns are currently being examined by the IRS, tax years since 2017 remain open. # **Note 2 - Related Party Transactions** Astris Securities, LLC has an expense sharing agreement with the Parent as well as with Astris Finance France for compensation and benefits, administrative services, office space and equipment. Under the arrangement, the Parent and Astris Finance France incur the services/costs which are then invoiced to the Company and are paid on a quarterly basis. The Company incurred \$143,730 in such services/costs and has reflected these amounts in the accompanying statement of operations. The expense sharing agreement provides for certain costs to be paid directly by the Company, including but not limited to, FINRA assessments, registration and renewal costs, audit fees, and Fidelity Bond premiums. ## **Note 3 - Net Capital Requirements** The Company is subject to the SEC's Uniform Net Capital Rule (Rule 15c3-1), 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 1. At December 31, 2020, the Company had net capital of \$61,878, which was \$56,878 in excess of the required net capital of \$5,000. The Company's aggregate indebtedness to net capital ratio was 0.24 to 1 at December 31, 2020. # **Note 4 - Risk and Uncertainties** # **COVID-19** In early 2020, an outbreak of a novel strain of coronavirus (COVID-19) emerged globally. As a result, events have occurred including mandates from federal, state and local authorities leading to an overall decline in economic activity which could result in material adverse effects to the Company's financial position, results of operations and cash flows. As of December 31, 2020, the global pandemic is still ongoing. Management continues to monitor the results of operations to evaluate the economic impact of the pandemic on the Company. # **Registration Risk** The Company must register with state departments which govern compliance with securities laws in states where it does business. Various regulatory requirements exist in each state with which the Company must comply. Because of the various compliance laws, there is a risk that one or more regulatory authorities could determine that the Company has not complied with securities laws necessary for it to conduct business in a given state. Regulatory actions, if ever taken, could have a material adverse effect on the Company's financial condition and operating results. The Company is currently registered in DC, NY, MA and CA and the Compliance Officer monitors the regulatory requirements in those 4 States on a regular basis. {12}------------------------------------------------ ### **(A Wholly-Owned Subsidiary of Astris Finance, LLC)** # **Notes to Financial Statements – Continued** # **December 31, 2020** #### **Concentration of Credit Risk** Cash is maintained at Citibank N.A., which, at times, may exceed Federally insured amounts. The Company has not experienced any losses to date related to these balances. ## **Note 5 - Subsequent Events** Events that occur after the statement of financial condition date but before the financial statements were available to be issued must be evaluated for recognition or disclosure. The effects of subsequent events that provide evidence about conditions that existed at the statement of financial condition date are recognized in the accompanying financial statements. Subsequent events which provide evidence about conditions that existed after statement of financial condition date require disclosure in the accompanying notes. Management evaluated the activity of the Company through February 25, 2021 and concluded that no subsequent events have occurred that would require recognition in the financial statements or disclosure in the notes to the financial statements. {13}------------------------------------------------ **Supplementary Information** {14}------------------------------------------------ ## **(A Wholly-Owned Subsidiary of Astris Finance, LLC)** # **Schedule I – Computation of Net Capital Under Rule 15c3-1 of the Securities Exchange Commission** ## **December 31, 2020** ## COMPUTATION OF NET CAPTIAL #### Line | 1. Total ownership equity from Statement of Financial Condition | \$
68,270 | |----------------------------------------------------------------------------------------------------|--------------| | 5. Total capital and allowable subordinated liabilities | \$
68,270 | | 6. Deductions and/or charges:
Total non-allowable assets from Statement of Financial | | | Condition (Notes B and C) | \$
6,392 | | 10. Net Capital | \$
61,878 | | 11. Minimum net capital required (6-2/3% of line 19) | \$
1,000 | | 12. Minimum dollar net capital requirement of reporting broker or | | | dealer and minimum net capital requirement of subsidiaries
computed in accordance with Note (A) | \$
5,000 | | 13. Net capital requirement (greater of line 11 or 12) | \$
5,000 | | 14. Excess net capital (line 10 less 13) | \$
56,878 | | 15. Net capital less greater of 10% of line 19 or 120% of line 12 | \$
55,878 | | COMPUTATION OF AGGREGATE INDEBTEDNESS | | | 19. Total aggregate indebtedness | \$
15,000 | | 20. Percentage of aggregate indebtedness to net capital (line 19 | | | divided by line 10) | 24.24% | There are no differences between this computation and that filed by us on SEC Form X-17A-5 (FOCUS filing) as of December 31, 2020. See Report of Independent Registered Public Accounting Firm. {15}------------------------------------------------ # **(A Wholly-Owned Subsidiary of Astris Finance, LLC)** # **Schedule II - Computation for Determination of Reserve Requirements Under Rule 15c-3- 3 of the Securities and Exchange Commission** ## **December 31, 2020** The Company does not claim an exemption from SEC Rule 15c3-3, in reliance on footnote 74 to SEC Release 34-70073, and as discussed in Q&A 8 of the related FAQ issued by SEC staff. The Company does not (1) directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers, (2) does not carry accounts of or for customers and (3) does not carry PAB accounts. {16}------------------------------------------------ ## **(A Wholly-Owned Subsidiary of Astris Finance, LLC)** # **Schedule III - Information Relating to Possession or Control Requirements Under Rule 15c3-3 of the Securities and Exchange Commission** #### **December 31, 2020** The Company does not claim an exemption from SEC Rule 15c3-3, in reliance on footnote 74 to SEC Release 34-70073, and as discussed in Q&A 8 of the related FAQ issued by SEC staff. The Company does not (1) directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers, (2) does not carry accounts of or for customers and (3) does not carry PAB accounts. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.