# TI SECURITIES, LLC X-17A-5 (2023-02-28) — Broker-dealer annual report - Company: TI SECURITIES, LLC - Form: X-17A-5 - Filed: 2023-02-28 - Period: 2022-12-31 - Accession: 0001790789-23-000002 - CIK: 1790789 - File #: 8-70431 - Type: Broker-dealer - Material weakness: No - Auditor: Rubio CPA PC - Auditor location: Atlanta, GA - Contact: Derick Schaudies - Phone: 631-741-8677 - Email: schaudies@tipartners.com - Website: tipartners.com - Signed by: Frederick T. Schaudies (CEO) Original filing: https://www.sec.gov/Archives/edgar/data/1790789/000179078923000002/tisec.pdf --- {0}------------------------------------------------ | | UNITED STATES
SECURmES AND EXCHANGE COMMISSION
Washington, D.C. 20549 | | 0MB APPROVAL
0MB Number 32350123
Exp,res: Oct 31, 2023
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hours per response: 12 | |-------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------|---------------|--------------------------------------------------------------------------------------------------------------------| | | ANNUAL REPORTS | | | | | FORM X-17A-S | | SEC FILE NUMBER
8-70431 | | | PART Ill | | | | Information Required Pursuant to Rules 17a-S, 17a-12, and 18a-7 under the Securities Exchange Act of 1934
FILING FOR THE PERIOD BEGINNING 01 /01 /22 | FACING PAGE | AND ENDING | 12131122 | | | MM/DD/YY | | MM/DD/YY | | | A. REGISTRANT IDENTIFICATION | | | | NAME OF FIRM: Tl SECURITIES, LLC | | | | | D Check here if respondent is also an OTC derivatives dealer
ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.)
ONE WEST COURT SQUARE. SUITE 750 | | | | | Decatur | (No. and Street)
GA | | 30030 | | (City) | (State) | | (Zip Code) | | PERSON TO CONTACT WITH REGARD TO THIS FILING b | s
I -7Y I - | '
77 | | | Derick Schaudies | &7-8.-331-781 OJ- | | schaudies@tipartners.com | | (Name) | (Area Code -Telephone Number) | | (Email Address) | | | B. ACCOUNTANT IDENTIFICATION | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing•
RUBIO CPA, PC | | | | | | | | | | | (Name - if individual, state last, first, and middle name) | | | | 3500 Lenox Road NE Suite 1500
(Address) | Atlanta
(City) | GA
(State) | 30326
(Zip Code) | | 5/5/09 | | 3514 | | | l"
of Re••ratioo w;th PCAOB)(lf appllcabl•J | FOR OFFICIAL USE ONLY | | (PCAOB R,g;,tratioo N,mbe,, If appHcabl,) | {1}------------------------------------------------ #### **OATH OR AFFIRMATION** | | | , as o
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,.,,1 | | | This filing•• contains (check all apphtAriitallJll~): | | | | ~ (a) Statement of financial condition. | | | | D (b) Notes to consolidated statement of financial condition. | | | | | | ~ (c) Statement of income (loss) or, if there is other comprehensive income in the penod(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. | | D (f) Statement of changes in liabilities subordinated to claims of creditors. | | | | ~ (g) Notes to consolidated financial statements. | | | | | | ~ (h) Computation of net capital under 17 CFR 240.15c3-1 or 17 CFR 240.lSa-1, as applicable. | | D (i) Computation of tangible net worth under 17 CFR 240.lSa-2. | | | | D | | D U) Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.15c3-3.
(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.lSa-4, as applicable. | | | | D | | (I) Computation for Determination of PAB Requirements under Exhibit A to § 240.15c3-3. | | D | | (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.lSa-4, as applicable. | | | | | ii (o) Reconciliations, including appropriate explanations, of the FOCUS Report with computation of net capital or tangible net | | | | worth under 17 CFR 240.15c3-l, 17 CFR 240.lSa-l, or 17 CFR 240.lSa-2, as applicable, and the reserve requirements under 17 | | | | CFR 240.15c3-3 or 17 CFR 240.lSa-4, as applicable, if material differences exist, or a statement that no material differences | | exist. | | | | 0 | | (p) Summary of financial data for subsidiaries not consolidated in the statement of financial condition. | | | | i!l (q) Oath or affirmation in accordance with 17 CFR 240.17a-5, 17 CFR 240.17a-U, or 17 CFR 240.lSa-7, as applicable. | | | | D (r) Compliance report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.lSa-7, as applicable. | | | | ii (s) Exemption report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.lSa-7, as applicable. | | | | D (t) Independent public accountant's report based on an examination of the statement of financial condition. | | | | i!l (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.lSa-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.lSa-7, as applicable. | | | | | | i!l (w) Independent public accountant's report based on a review of the exemption report under 17 CFR 240.17a-5 or 17 | | CFR 240.lSa-7, as applicable. | | O (x) Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.15c3-le or 17 CFR 240.17a-12, | | as applicable. | | | | | | | - 0 (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: - ---------------------- --- ----- - ----- - - *\*\*To request confidential treatment of certain portions of this filing, see 17 CFR 240.17a-5(e)(3) or 17 CFR 24018a-7(d)(2), as applicable.* {2}------------------------------------------------ ## **Tl Securities, LLC** Financial Statements For the Year Ended December 31 , 2022 With Report of Independent Registered Public Accounting Firm {3}------------------------------------------------ # **RUBIO CPA, PC** CERTIFIED PUBLIC ACCOUNTANTS 3500 Lenox Road NE Suite 1500 Atlanta , GA 30326 Office: 770 690 -8995 Fax: 770 838- 7123 #### **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To the Member of Tl Securities, LLC #### Opinion on the Financial Statements We have audited the accompanying statement of financial condition of Tl Securities, LLC (the "Company") 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 (col lectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 3 1, 2022, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generall y accepted in the United States of America. #### Basis fo r Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opini on on the Company's financial statements based on our audit. We are a public accounting finn registered with the Public Company Accounting Oversight Board (United States) (" PCAOB") and are required to be independent with respect to the Company 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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company 's internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement to 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 we ll as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. #### Supplemental Information The infonnation contained in Schedules I, Il and Ill has been subjected to audit procedures performed in conjunction with the audit of the Company's financial statements. The supplemental information is the responsibility of the Company's management. Our audit procedures included determining whether the information in Schedules I, 11 and 111 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 accompanying schedules. In forming our opini on on the accompanying schedules, we evaluated whether the supplemental information, including its form and content, is presented {4}------------------------------------------------ in confonnity with 17 C.F.R. §240. l 7a-5. In our opinion, the aforementioned supplemental information is fairl y stated, in all material respects, in relation to the financial statements as a whole. We have served as the Company's auditor since 2020. February 28, 2023 Atlanta, Georgia **~CIA,~** Rubio CPA, PC {5}------------------------------------------------ ## Tl Securities,LLC Statement of Financial Condition December 31 , 2022 ## Assets | Cash
Prepaid expenses and deposits | \$
109,348
774 | |---------------------------------------|----------------------| | Total assets | \$
110,122 | | Liabilities and member's equity | | | Accounts payable
Due to member | \$
1,608
8,791 | | Total liabilities | 10,399 | | Member's equity | 99,723 | | Total liabilities and member's equity | \$
110,122 | {6}------------------------------------------------ ## Tl Securities,LLC Statement of Operations For the Year Ended December 31 , 2022 | Revenues: | | |-------------------------------|----------------| | Investment banking | \$ | | Total revenues | | | Expenses: | | | Professional services | 28,941 | | Technology and communications | 3,412 | | Occupancy | 3,267 | | Other | 5,272 | | Total expenses | 40,892 | | Net loss | \$
{40,892} | | | | {7}------------------------------------------------ ### Tl Securities,LLC Statement of Changes in Member's Equity For the Year Ended December 31 , 2022 | Balance - January 1, 2022 | \$
71 ,847 | |------------------------------|---------------| | Contributions by member | 68,768 | | Net loss | (40,892) | | Balance - December 31 , 2022 | \$
99,723 | {8}------------------------------------------------ ## Tl Securities,LLC Statement of Cash Flows For the Year Ended December 31, 2022 | Cash used by operating activities:
Net loss | \$
(40,892) | |---------------------------------------------------------------------------------|--------------------------| | Adjustments to reconcile net loss to net cash used by operating activities: | | | Change in
Prepaid expenses and deposits
Accounts payable
Due to member | (282)
108
(29,169) | | Net cash used by operating activities | (70,235) | | Cash flows from financing activities:
Contributions from member | 68,768 | | Net cash provided by financing activities | 68,768 | | Net decrease in cash | (1,467) | | Cash - beginning of year | 110,815 | | Cash - end of year | \$
109,348 | | Supplemental Information:
Non - Cash Financing Activity | | | Contribution of expenses forgiven by member | \$
68,768 | {9}------------------------------------------------ #### Tl Securities, LLC Notes to Financial Statements December 31, 2022 Note 1- Nature of Business and Summary of Significant Accounting Policies #### Nature of Business Tl Securities, LLC (the Company) is a Delaware limited liability company formed on September 10, 2019 and is a broker-dealer registered with the Securities and Exchange Commission ("SEC") and a member of the Financial Industry Regulatory Authority ("FINRA") since February 12, 2020. As a limited liability company, the member's liability is limited to its investment. The Company's primary business is investment banking services. #### Income Taxes The Company is wholly-owned by Tl Partners, LLC ("Member"). As a limited liability company, the tax consequences of the Company's operations all pass through to the member. Accordingly, the Company's financial statements do not include a provision for income taxes. The Company has adopted the provisions of FASB ASC 740-10, Accounting for Uncertainty in Income Taxes. Under this provision, the Company is required to evaluate each of its tax positions to determine if they are more likely than not to be sustained if the taxing authority examines the respective position. A tax position includes an entity's status, including its status as a pass-through entity, and the decision not to file a return. The Company has evaluated each of its tax positions and has determined that no provision or liability for income taxes is necessary. #### Estimates The preparation of financial statements in accordance with generally accepted accounting principles requires the use of estimates in determining assets, liabilities, revenues and expenses. Actual results may differ from these estimates. #### Cash The Company maintains its bank account in a high credit quality financial institution. The balance at times may exceed insured limits. #### Accounts Receivable Accounts receivable are non-interest bearing, uncollateralized obligations receivable in accordance with the terms agreed upon with each customer. The Company regularly reviews its accounts receivable for any uncollectible amounts. The review for uncollectible amounts is based on an analysis of the Company's collection experience, customer credit worthiness, and current economic treads. #### Revenue Recognition Revenue from contracts with customers includes placement and advisory services. 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 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. {10}------------------------------------------------ #### Tl Securities, LLC Notes to Financial Statements December 31 , 2022 Note 1- Nature of Business and Summary of Significant Accounting Policies (continued) #### Revenue Recognition (continued) The Company provides placement and advisory services related to capital raising activities and mergers and acquisitions transactions. Revenue for advisory arrangements is generally recognized at the point in time that performance under the agreement is completed (the closing date of 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. In some circumstances, significant judgement is needed to determine the timing and measure of progress appropriate for revenue recognition under a specific contract. The Company recognizes success fee revenue upon completion of a success fee-based transaction as this satisfies the only performance obligation identified by the Company. #### Date of Management's Review Subsequent events were evaluated through date the financial statements were issued. #### Note 2- Net Capital Requirements The Company is subject to SEC Uniform Net Capital Rule (SEC Rule 15c3-1 ), which requires the maintenance of a 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 , 2022, the Company had net capital of \$98,949, which was \$93,949 in excess of its required net capital of \$5,000, and its ratio of aggregate indebtedness to net capital was .11 to 1. #### Note 3 - Related Party Transactions The Company has an expense sharing agreement with its member. Under the terms of this agreement, the Company pays the member for allocated expenses such as occupancy and other administrative costs provided to the Company. Allocated expenses to the Company under this agreement amounted to approximately \$4,920 for the year ended December 31 , 2022. Separately, the member at times pays for operating expenses on behalf of the Company for which it subsequently seeks reimbursement or forgives the amount to which it is entitled to be reimbursed. The balance due to member of \$8,791 on the accompanying statement of financial condition arose from allocated expenses to the Company under the expense sharing agreement with its member as well as operating expenses paid by the member on behalf of the Company that the Company has yet to reimburse. Financial position and results of operations could differ from the amounts in the accompanying financial statements had these transactions not been with related parties. #### Note 4 - Contingencies The Company is subject to litigation in the normal course of business. The Company has no litigation in progress at December 31 , 2022. {11}------------------------------------------------ #### Tl Securities, LLC Notes to Financial Statements December 31, 2022 Note 5- Net Loss The Company has incurred a loss during the year ended December 31, 2022 and was dependent upon capital contributions from its member for working capital and net capital. The Company's member has represented that it intends to continue to make capital contributions, as needed, to ensure the Company's survival through at least one year subsequent to the date of the report of the independent registered public accounting firm. Management expects the Company to continue as a going concern and the accompanying financial statements have been prepared on a going-concern basis without adjustments for realization in the event that the Company ceases to continue as a going concern. {12}------------------------------------------------ ## Tl Securities,LLC Schedule I Computation of Net Capital (Under Rule 15c3-1 of the Securities and Exchange Commission Act of 1934) #### December 31, 2022 | Net capital: | | |-----------------------------------------------------|--------------| | Total member's equity | \$
99,723 | | Deductions:
Non-allowable assets: | | | Prepaid expenses and deposits
Total deductions | 774
774 | | | | | Net capital | 98,949 | | Minimum net capital requirement | 5,000 | | Excess net capital | \$
93,949 | | Aggregate indebtedness
Total liabilities | \$
10,399 | | Percentage of aggregate indebtedness to net capital | 10.51% | ## Reconciliation of Computation of Net Capital to Company's Unaudited Form X-17a-5 Part IIA filing There is no significant difference between net capital reported in Part IIA Form X-17A-5 as of December 31, 2022 and net capital as reported above. {13}------------------------------------------------ ## Tl Securities,LLC Schedule II Computation For Determination Of Reserve Requirements Under Rule 15c3-3 Of The Securities And Exchange Commission As Of December 31 , 2022 The Company does not claim exemption from SEA Rule 15c3-3 in reliance upon Footnote 74 of the 2013 Release. The Company does not hold customer funds or securities. ## Schedule Ill Information Relating To The Possession Or Control Requirements Under Rule 15c3-3 Of The Securities And Exchange Commission As Of December 31 , 2022 The Company does not claim exemption from SEA Rule 15c3-3 in reliance upon Footnote 74 of the 2013 Release. The Company does not hold customer funds or securities. {14}------------------------------------------------ Exemption Report SEA Rule 17a-5(d)(4) February 8, 2023 Rubio CPA, P.C. 3500 Lenox Road NE Suite 1500 Atlanta, GA 30216 To Whom It May Concern: We, as members of management of Tl Securities, LLC (the "Company ") are responsible for complying with Rule 17a-5, "Reports to be made by certain brokers and dealers". We have performed an evaluation of the Company's compliance with the requirements of Rule 17a-5 and the exemption provisions in Rule 15c3-3(k) (the "exemption provisions ") and of the 2013 Release adopting amendments to Rule 17a-5, including Footnote 74 of the 2013 Release. We have determined that the Company does not meet any of the exemption conditions of paragraph (k) of Rule 15c3-3 (i.e., paragraph (k)(l), (k)(2)(i) or (k)(2)(ii)) but also (1) does 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 Exchange Act Rule 15c2-4 ("Rule 15c2-4"); (2) does not carry accounts of or for customers; and (3) does not carry PAB accounts (as defined in Rule 15c3-3) and therefore is covered by Footnote 74 of the 2013 Release. Accordingly, based on our evaluation we make the following statements to the best knowledge and belief of the Company: - 1. We reviewed the provisions of Rule §15c3-3 and related guidance stated in the SEC Staff s FAQ and confirmed that the Company relied on Footnote 74 of the 2013 Release. - 2. The Company conducted business activities involving investment banking advisory services activity throughout the period ended December 31, 2022, without exception. - 3. The Company met the identified conditions for such reliance throughout the period January 1, 2022, to December 31, 2022, without exception. **Signed:\_1J\_ W- \_ ~--** Name: Derick Schaudies Title: CEO {15}------------------------------------------------ # **RUBIO CPA, PC** CERTIFIED PUBLIC ACCOUNTANTS 3500 Lenox Road NE Suite 1500 Atlanta , GA 30326 Office: 770690-8995 Fax: 770 838-7123 ## **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To the Member of TI Securities, LLC We have reviewed management's statements included in the accompanying Broker Dealers Annual Exemption Report in which (I) Tl Securities, LLC did not claim an exemption from Rule I 5c3-3 in reliance upon Footnote 74 of the 2013 Release, and (2) TI Securities, LLC stated that TI Securities, LLC met the identified conditions for such reliance throughout the most recent fiscal year without exception. Tl Securities, 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 Boa rd (United States) and, accordingly, included inquiries and other required procedures to obtain evidence about Tl Securities, 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 on the provisions set forth in Footnote 74 of the 20 13 Release. February 28, 2023 Atlanta, GA > **,U.,,CIA,ft.** Rubio CPA, PC Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.