# DISRUPTIVE SECURITIES, LLC X-17A-5 (2025-01-16) — Broker-dealer annual report - Company: DISRUPTIVE SECURITIES, LLC - Form: X-17A-5 - Filed: 2025-01-16 - Period: 2024-09-30 - Accession: 0002013816-25-000002 - CIK: 1757347 - File #: 8-70241 - Type: Broker-dealer - Material weakness: No - Auditor: Citrin Cooperman & Company, LLP - Auditor location: New York, NY - Contact: Chris Meyers - Phone: 212-668-8700 - Email: cmeyers@acisecure.com - Website: acisecure.com - Signed by: Miles Edwards (CEO) Original filing: https://www.sec.gov/Archives/edgar/data/1757347/000201381625000002/disruptpub.pdf --- {0}------------------------------------------------ ## **UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549** 0MB APPROVAL 0MB Number; 3235-0123 Expires; Nov. 30, 2026 Estimated average burden hours per response: 12 # **ANNUAL REPORTS FORM X-17A-5 PART Ill** | SEC FILE NUMBER | | |-----------------|--| | 8-70241 | | | Information Required Pursuant to Rules 17a-5, 17a-12, and 18a-7 under the Securities Exchange Act of 1934 | FACING PAGE | | | | | | |------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------|-----------------------|-----------------------|--|--|--| | FILING FOR THE PERIOD BEGINNING 10/1/2023 | | AND ENDING 09/30/2024 | | | | | | | MM/DD/VY | | MM/DD/VY | | | | | A.
REGISTRANT IDENTIFICATION | | | | | | | | NAME oF FIRM: Disruptive Securities, LLC | | | | | | | | TYPE OF REGISTRANT (check all applicable boxes):
D Major security-based swap participant
[!) Broker-dealer
□ Security-based swap dealer
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.) | | | | | | | | 11150 Santa Monica BLVD. Suite 1680 | | | | | | | | | (No. and Street) | | | | | | | Los Angeles | CA | | 90025 | | | | | (City) | (State) | | (Zip Code) | | | | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | | | | Chris Meyers | (212)
668-8700 | | cmeyers@acisecure.com | | | | | (Name) | (Area Code -Telephone Number) | (Email Address) | | | | | | | B.
ACCOUNTANT IDENTIFICATION | | | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing* | | | | | | | | Citrin Cooperman & Company, LLP | | | | | | | | (Name - if individual, state last, first, and middle name) | | | | | | | | 50 Rockefeller Plaza | New York | NY | 10020 | | | | | l"
(Address} | (City) | (State) | (Zip Code) | | | | | 11/02/2005 | | 2468 | | | | | | of R,g;,u,uoa w;th PCAOB)lff appUcabl,)
(PCAOB R,g;s1ca1;00 N,mb", ;f appHcabl•) | | | | | | | | | FOR OFFICIAL USE ONLY | | I | | | | \* 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 240.17a-S(e)(l)(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 0MB control number.** {1}------------------------------------------------ ### **OATH OR AFFIRMATION** I , Miles Edwards swear (or affirm) that, to the best of my knowledge and belief, the financial report pertaining to the firm of Disruptive Securities as of 9/30 2�, is true and correct. I further swear (or affirm) that neither the company nor any partner, officer, director, or equivalent person, as the case may be, has any proprietary interest in any account classified solely as that of a customer. ![](_page_1_Picture_4.jpeg) | Signature: | | |------------|--| | | | Title: CEO ## **This filing\*\* contains (check all applicable boxes):** - Iii (a) Statement of financial condition. - ii (bl Notes to consolidated statement of financial condition. - D (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' or partners' or sole proprietor's equity. - D (f) Statement of changes in liabilities subordinated to claims of creditors. - D (g) Notes to consolidated financial statements. - D (h) Computation of net capital under 17 CFR 240.15c3-1 or 17 CFR 240.18a-l, as applicable. - □ (i) Computation of tangible net worth under 17 CFR 240.18a-2. - □ (j) Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.15c3-3. - D (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 240.18a-4, as applicable. - □ (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 240.18a-4, as applicable. - □ (o) Reconciliations, including appropriate explanations, of the FOCUS Report with computation of net capital or tangible net worth under 17 CFR 240.15c3-1, 17 CFR 240.18a-1, or 17 CFR 240.18a-2, as applicable, and the reserve requirements under 17 CFR 240.15c3-3 or 17 CFR 240.18a-4, as applicable, if material differences exist, or a statement that no material differences exist. - □ (p) Summary of financial data for subsidiaries not consolidated in the statement of financial condition. - i!il (q) Oath or affirmation in accordance with 17 CFR 240.17a-5, 17 CFR 240.17a-12, or 17 CFR 240.18a-7, as applicable. - □ (r) Compliance report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - □ (s) Exemption report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - ii (t) Independent public accountant's report based on an examination of the statement of financial condition. - D (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 240.18a-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 240.18a-7, as applicable. - D (w) Independent public accountant's report based on a review of the exemption report under 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - □ (x) Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.15c3-le or 17 CFR 240.17a-12, as applicable. - □ (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). □ (z) Other: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \_ - - *\*\*To request confidential treatment of certain portions of this filing, see 17 CFR 240.17a-5(e)(3) or 17 CFR 240.18a-7{d)(2), as applicable.* {2}------------------------------------------------ # Disruptive Securities, LLC Statement of Financial Condition September 30, 2024 (With Report of Independent Registered Public Accounting Firm Thereon) {3}------------------------------------------------ ### Disruptive Securities, LLC September 30, 2024 #### Contents | Report of Independent Registered Public Accounting Firm | 1 | |---------------------------------------------------------|-------| | Financial Statements | | | Statement of Financial Condition | 2 | | Notes to the Financial Statement | 3 - 6 | {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) ## **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To the Member Disruptive Securities, LLC ## **Opinion on the Financial Statement** We have audited the accompanying statement of financial condition of Disruptive Securities, LLC as of September 30, 2024, 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 Disruptive Securities, LLC as of September 30, 2024, in conformity with accounting principles generally accepted in the United States of America. ## **Basis for Opinion** This financial statement is the responsibility of Disruptive Securities, LLC's management. Our responsibility is to express an opinion on Disruptive 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 Disruptive 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 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 Disruptive Securities, LLC's auditor since 2020. New York, New York January 15, 2025 {5}------------------------------------------------ Statement of Financial Condition September 30, 2024 #### ASSETS | Cash
Prepaid expenses and other assets | \$
363,193
8,618 | |-------------------------------------------------------|------------------------| | TOTAL ASSETS | \$
371,811 | | | | | LIABILITIES AND MEMBER'S EQUITY | | | LIABILITIES:
Accounts payable and accrued expenses | \$
40,537 | | TOTAL LIABILITIES | 40,537 | | Member's Equity | 331,274 | | TOTAL LIABILITIES AND MEMBER'S EQUITY | \$
371,811 | See accompanying notes to the financial statement {6}------------------------------------------------ #### Notes to the Financial Statement As of and for the year ended September 30, 2024 ## 1. Organization and Nature of Business Disruptive Securities, LLC (The "Company"), a Delaware Limited Liability Company that was formed on September 24, 2018, is a broker-dealer registered with the Securities and Exchange Commission ("SEC") and is a member of the Financial Industry Regulatory Authority ("FINRA"), effective October 23, 2019. The Company does not clear trades nor carry customer accounts. The Company conducts investment banking activities, placement agent services, and corporate advisory services, and does not take custody of customer cash or securities. The Company maintains offices in New York and Los Angeles. The Company is a wholly owned subsidiary of DTA Master, LLC. ## 2. Summary of Significant Accounting Policies #### Basis of Accounting The financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. #### 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 the disclosure of contingent assets and liabilities as of 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. #### Cash The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash consists of funds maintained in checking and money market accounts held at financial institutions. The Company did not hold any cash equivalents as of year end. The Company's cash is held principally at one financial institution and at times may exceed federally insured limits. The Company has placed these funds in a high quality institution in order to minimize risk relating to exceeding insured limits. #### Income Taxes The Company is treated as a disregarded entity and has no direct federal, state, or city tax liabilities through September 30, 2024. The Company has adopted the tax provisions of Accounting for Uncertain Income Taxes which prescribes recognition thresholds that must be met before a tax position is recognized in the financial statements and provides guidance on de-recognition, classification, and interest and penalties. Under this guidance, an entity may only recognize or continue to recognize tax positions that meet a "more likely than not" threshold. At September 30, 2024, 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 re-evaluation as facts and circumstances may require. #### Revenue Recognition - ASC 606 The Company recognizes revenue in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 606, which requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company follows a five-step model to (a) identify the contract(s) with a customer, (b) identify the performance obligations in the contract, (c) determine the transaction price, (d) allocate the transaction price to the performance obligations in the contract, and (e) recognize revenue when (or as) the entity satisfies a performance obligation. Deferred revenues will be earned in a future period corresponding with the dates the specified obligations are satisfied. {7}------------------------------------------------ Notes to the Financial Statement As of and for the year ended September 30, 2024 #### Revenue Recognition - ASC 606 (continued) Placement Agent Fees are fees that the Company earns for acting as a broker between two parties, a seller and a buyer. Placement Agent Fees are earned at a point in time on a trade date basis as transactions are closed when the buyer obtains the control and benefit of the capital markets offering at that point. Advisory Fees are earned for providing general investor-related advice outside of the placements agent process. Fees are billed and recognized as income over time as services are simultaneously provided by the Company and consumed by the customer. For the year ended September 30, 2024, the Company had placement agent fees but not advisory fee revenue. #### Allowance for Credit Losses ASC Topic 326, Financial Instruments — Credit Losses ("ASC 326"), impacts the impairment model for certain financial assets by requiring a current expected credit loss ("CECL") methodology to estimate expected credit losses over the entire life of the financial asset. Under ASC 326, the Company could determine there are no expected credit losses in certain circumstances (e.g. based on the credit quality of the underlying asset or entity). For financial assets measured at amortized cost (e.g. cash and accounts receivable), the Company has evaluated the expected credit losses based on the nature and contractual life or expected life of the financial assets, credit quality of the counter party and immaterial historic and expected losses. The Company concluded that there are de minimus expected credit losses and did not record a reserve for its cash balances. The Company continually monitors these estimates over the life of the related assets. ## 3. Significant Customer For the year ended September 30, 2024, there is one significant customer that totals 83% of all revenue. ## 4. Indemnifications In the normal course of its business, the Company indemnifies and guarantees certain service providers against specified potential losses in connection with their acting as an agent of, or providing services to, the Company. The maximum potential amount of future payments that the Company could be required to make under these indemnifications cannot be estimated. However, the Company believes that it is unlikely it will have to make material payments under these arrangements and has not recorded any contingent liability in the financial statements for these indemnifications. The Company provides representations and warranties to counterparties in connection with a variety of commercial transactions and occasionally indemnifies them against potential losses caused by the breach of those representations and warranties. These indemnifications generally are standard contractual terms and are entered into in the normal course of business. The maximum potential amount of future payments that the Company could be required to make under these indemnifications cannot be estimated. However, the Company believes that it is unlikely it will have to make material payments under these arrangements and has not recorded any contingent liability in the financial statements for these indemnifications. {8}------------------------------------------------ Notes to the Financial Statement As of and for the year ended September 30, 2024 #### 5. Related Party Transactions The Company has entered into an expense sharing arrangement with an affiliate and incurs a monthly allocation of rent, wages and overhead costs from this affiliate. Total costs allocated to the Company during the year ended September 30, 2024 were \$774,464. These amounts are primarily included in salaries and compensation related expenses, rent and occupancy costs and travel and entertainment in the accompanying Statement of Operations. This allocation was determined based upon the square footage needed by the Company to operate and the utilization of employee personnel to effectively manage the activities of the Company. As of September 30, 2024 there was no intercompany balance owed to the affiliate in accordance with a written expense sharing agreement with Disruptive Technology Advisors LLC ("DTA"). In accordance with the expense sharing agreement, the Company pays the allocated expenses within 30 days of receipt of the invoice from DTA. #### 6. Accounts Receivable Accounts receivable are carried at net realizable value. Fees receivable are presented on the Statement of Financial Condition net of estimated allowance for expected credit losses. The Company had no outstanding receivables as of September 30, 2024. #### 7. Net Capital Requirement The Company is subject to the Securities and Exchange Commission Uniform Net Capital 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 1500%. At September 30, 2024, the Company had net capital of \$322,656, which was \$317,656 in excess of its required minimum net capital of \$5,000. The Company's percentage of aggregate indebtedness to net capital was 12.56%. #### 8. Subsequent Events The Company has evaluated events and transactions that occurred between October 1, 2024 and January 15, 2024, which is the date the financial statements were available to be issued, for possible disclosure and recognition in the financial statements. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.