# GB CAPITAL MARKETS, INC. X-17A-5 (2023-02-24) — Broker-dealer annual report - Company: GB CAPITAL MARKETS, INC. - Form: X-17A-5 - Filed: 2023-02-24 - Period: 2022-12-31 - Accession: 0000856770-23-000008 - CIK: 856770 - File #: 8-41854 - Type: Broker-dealer - Material weakness: No - Auditor: YSL & Associates LLC - Auditor location: New York, NY - Contact: Shari Rothenberg - Phone: 908-743-1307 - Signed by: Benjamin Gray (CCO) Original filing: https://www.sec.gov/Archives/edgar/data/856770/000085677023000008/GBCM22s.pdf --- {0}------------------------------------------------ #### **UNITED ST A TES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549** ## **ANNUAL REPORTS FORMX-17A-5 PART** III | 0MB APPROVAL | | | | |--------------------------|--|--|--| | 0MB Number: 3235-0123 | | | | | Expires: Oct. 31, 2023 | | | | | Estimated average burden | | | | | hours per response: 12 | | | | SEC FILE NUMER 8- 41854 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 **O 1 /01 /22** AND ENDING **12/31 /22** MM/DDNY MM/DDNY #### **A. REGISTRANT IDENTIFICATION** ## NAME oF FIRM: GB Capital Markets LLC TYPE OF REGISTRANT (check all applicable boxes): ~ Broker-dealer D Security-based swap dealer D Major security-based swap participant 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.) ## 42 Broadway, Suite 12-129 | | (No. and Street) | | |----------------------------------------------|--------------------------------|----------------------------------| | New York | NY | 10004 | | (City) | (State) | (Zip Code) | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | Shari Rothenberg | (908) 743-1307 | srothenberg@integrated.so1utions | | (Name) | (Area Code - Telephone Number) | (Email Address) | | | B. ACCOUNT ANT IDENTIFICATION | | | | | | INDEPENDENT PUBLIC ACCOUNT ANT whose reports are contained in this filing\* ## YSL & Associates LLC | (Name - if individual, state last, first, and middle name) | | | | | | |------------------------------------------------------------|----------|---------|-------------------------------------------|--|--| | 11 Broadway, Suite 700 | New York | NY | 10004 | | | | (Address) | (City) | (State) | (Zip Code) | | | | 06/06/06 | | 2699 | | | | | (Date of Registration with PCAOB)(if applicable) | | | (PCAOB Registration Number, ifapplicable) | | | #### **FOR OFFICIAL USE ONLY** \* Claims for exemption from the requirement that the annual reports be covered by the reports ofan 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. l 7a-5(e)( 1 )(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}------------------------------------------------ #### AFFIRMATION I, Benjamin Gray , swear (or affirm) that, to the best of my knowledge and belief, the financial report pertaining to GB Capital Markets LLC as of 12/31/22 , 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. Title ![](_page_1_Picture_5.jpeg) ![](_page_1_Picture_6.jpeg) {2}------------------------------------------------ #### **This filing\*\* contains (check all applicable boxes):** - **CEJ** (a) Statement of financial condition. - **CEJ** (b) Notes to unconsolidated or consolidated statement of financial condition, as applicable. - **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 § 2 10.1-02 of Regulation S-X). - **D** ( d) Statement of cash flows. - **D** (e) Statement of changes in stockholders' or partners' or members' or sole proprietor's equity, as applicable. - **D** (f) Statement of changes in liabilities subordinated to claims of creditors. - **D** (g) Notes to unconsolidated or consolidated financial statements,, as applicable. - **D** (h) Computation of net capital under 17 CFR 240. l 5c3-1 or 17 CFR 240.18a-l, as applicable. - **D** (i) Computation of tangible net worth under 17 CFR 240.l 8a-2. - **D** (j) Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240. l 5c3-3. - **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. - D (l) Computation for Determination of PAB Requirements under Exhibit A to§ 240. I 5c3-3. - **D** (m) Information relating to possession or control requirements for customers under 17 CFR 240. l 5c3-3. - **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. - **D** (o) Reconciliations, including appropriate explanations, of the FOCUS Report with computation of net capital or tangible net worth under 17 CFR 240. l 5c3-l , 17 CFR 240. l 8a-l , or 17 CFR 240. l 8a-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. - **D** (p) Summary of financial data for subsidiaries not consolidated in the statement of financial condition. - IE! (q) Oath or affirmation in accordance with 17 CFR 240. 17a-5, 17 CFR 240.1 7a-l 2, or 17 CFR 240. l Sa-7, as applicable. - **D** (r) Compliance report in accordance with 17 CPR 240. l 7a-5 or 17 CFR 240. l 8a-7, as applicable. - **D** (s) Exemption report in accordance with 17 CFR 240.17a-5 or 17 CFR 240. I 8a-7, as applicable. - **CEJ** (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. l 7a-5, 17 CFR 240.1 8a-7, or 17 CFR 240. I 7a-l 2, as applicable. - **D** (v) Independent public accountant's report based on an examination of certain statements in the compliance report under 17 CFR 240. l 7a-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. l 7a-5 or 17 CFR 240. l 8a-7, as applicable. - **D** (x) Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240. l 5c3-l e or 17 CFR 240. l 7a-l 2, as applicable. - **D** (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.l 7a-12(k). **D**(z) Other:------------------------------------- - *\*\*To request confidential treatment of certain portions of this filing, see 17 CFR 240.J 7a-5(e)(3) or 17 CFR 240.18a-7(d)(2), as applicable.* {3}------------------------------------------------ GB Capital Markets LLC (f/k/a GB Capital Markets, Inc.) (a wholly-owned subsidiary of GBFS Holdings LLC) Statement of Financial Condition Pursuant to Rule 17a-5 under the Securities Exchange Act of 1934 December 31, 2022 {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) 11 Broadway, Suite 700, New York, NY 10004 Tel: (212) 232-0122 Fax: (646) 218-4682 ### **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM:** To the Member of GB Capital Markets LLC #### **Opinion on the Financial Statement** We have audited the accompanying statement of financial condition of GB Capital Markets LLC (the "Company") as of December 31, 2022, 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 the Company as of December 31 , 2022 in conformity with accounting principles generally accepted in the United States of America. #### **Basis for Opinion** This financial statement is the responsibility of the Company's management. Our responsibility is to express an opinion on the Company'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 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 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 GB Capital Markets LLC's auditor since 2019. NewYork, NY February 23, 2023 {5}------------------------------------------------ ## **GB Capital Markets LLC (f/k/a GB Capital Markets, Inc.)** **(a wholly-0wned subsidiary of GBFS Holdings** LLC) #### **Statement of Financial Condition December 31, 2022** | Assets
Cash | \$
14,387 | |---------------------------------------|--------------| | Due from Parent | 7,349 | | Prepaid expenses | 5,241 | | Total assets | \$
26,977 | | Liabilities and Member's Equity | | | Liabilities | \$ | | Member's Equity | 26,977 | | Total liabilities and member's equity | \$
26,977 | The accompanying notes are an integral part of this financial statement. {6}------------------------------------------------ #### **GB Capital Markets LLC (f/k/a GB Capital Markets, Inc.) (a wholly-0wned subsidiary of GBFS Holdings** LLC) #### **Notes to Statement of Financial Condition December 31 , 2022** #### **1. Organization and Business** GB Capital Markets LLC (f/k/a GB Capital Markets, Inc.) (the "Company"), a Delaware limited liability company, is a broker-dealer in securities registered with the Securities and Exchange Commission (the "SEC") and a member of the Financial Industry Regulatory Authority (''FINRA"). The Company is a wholly owned subsidiary of GBFS Holdings LLC (the "Parent"). On June 8, 2022 ("Date of Conversion"), the Company converted from a corporation to a single member limited liability company and changed its name from GB Capital Markets, lnc. The Company acts primarily as a broker or dealer providing investment advisory services. #### **2. Summary of Significant Accounting Policies** #### **Basis of Presentation** These financial statements are prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP") which require 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 amounts ofrevenues and expenses during the reported period. Actual results could differ from these estimates. #### **Cash** Cash deposits are held at one financial institution and therefore are subject to the credit risk at this financial institution. The Company has not experienced any losses in such accounts and does not believe there to be any significant credit risk with respect to these deposits. #### **Income Taxes** Prior to Date of Conversion, the Company's earnings were subject to applicable U.S. federal and state taxes. Prior to the Conversion, current income taxes were recorded utilizing currently enacted tax laws and rates. Deferred tax expenses or benefits are recognized in the financial statements for the changes in deferred tax liabilities or assets between years. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period that includes the enactment date. Deferred income taxes reflect the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. At December 31, 2022, there is no deferred tax liability due to the Conversion. At Date of Conversion, the Company became a limited liability company and is treated as a disregarded entity for federal, state and local income tax purposes. It therefore does not incur income taxes at the company level. Instead its earnings and losses are passed through to the member and included in the calculation of the member's tax liability. Accordingly, the Company's provision for income taxes is related to the period for which it was a corporation prior to Date of Conversion. At December 31, 2022, management has determined that the Company had no uncertain tax positions that would require financial statement recognition. This determination will be subject to ongoing reevaluation as facts and circumstances may require. {7}------------------------------------------------ ## **GB Capital Markets LLC (f/k/a GB Capital Markets, Inc.)** **(a wholly-0wned subsidiary of GBFS Holdings LLC)** #### **Notes to Statement of Financial Condition December 31 , 2022** #### **2. Summary of Significant Accounting Policies (continued)** #### **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 circwnstances (e.g., based on the credit quality of the client). The allowance for credit losses is based on the Company's expectation of the collectability of financial instruments, including fees and other receivables utilizing the CECL framework. The Company considers factors such as historical experience, credit quality, age of balances and current and future economic conditions that may affect the Company's expectation of the collectability in determining the allowance for credit losses. Under the standard, the allowance for credit losses must be deducted from the amortized cost of the financial asset to present the net amount expected to be collected. #### **3. Regulatory Requirements** The Company is subject to SEC Uniform Net Capital Rule 15c3-l under the Securities Exchange Act of 1934, which requir<;!s 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 l. At December 31 , 2021, the Company had net capital of approximately \$14,000 which exceeded the required net capital by approximately \$9,000. The Company does not hold customers' cash or securities and, therefore, has no obligations under SEC Rule I 5c3-3 under the Securities Exchange Act of 1934. #### **4. Related Party Transactions** The Company maintains an administrative services agreement (the "Expense Sharing Agreement") with an affiliate, which is under common control with the Parent whereby GBLLC provides compensation, administration, technology and other services to the Company. The Company does not have any obligation, direct or indirect, to reimburse or otherwise compensate the Parent for any or all shared costs that the Parent has paid on behalf of the Company. These costs have not been recorded on the books of the Company. #### **5. Going Concern** Accounting Standards Update 2014-15 requires that management evaluate conditions or events that might raise substantial doubt about the Company's ability to continue as a going concern. Management has evaluated the Company's conditions and has determined that unless the Company generates enough revenue or continues to be funded by its parent, there is substantial doubt about the Company's ability to continue as a going concern. Capital is not a significant income producing factor and should the Company have a need for capital, it has been able to rely upon its parent to infuse capital to cover overhead. Management has pledged additional support to the Company to enable it to operate for the next year should that become necessary. {8}------------------------------------------------ # **GB Capital Markets LLC (f/k/a GB Capital Markets, Inc.)** **(a wholly-owned subsidiary of GBFS Holdings LLC)** #### **Notes to Statement of Financial Condition December 31, 2022** #### **6. Subsequent Events** Management of the Company has evaluated events or transactions that may have occurred since December 31, 2022. As of February 15, 2023, the Company has received capital infusions of\$1,500 and recognized revenue of \$10,000. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.