# PROBITAS FUNDS GROUP, LLC X-17A-5 (2021-02-26) — Broker-dealer annual report - Company: PROBITAS FUNDS GROUP, LLC - Form: X-17A-5 - Filed: 2021-02-26 - Period: 2020-12-31 - Accession: 0001146117-21-000002 - CIK: 1146117 - File #: 8-53512 - Material weakness: No - Auditor: Weaver and Tidwell, L.L.P. - Auditor location: Manhattan Beach, CA - Contact: Sinead M. O'Sullivan - Phone: 415-704-2468 - Website: probitaspartners.com - Signed by: Sinead M. O'Sullivan (CFO) Original filing: https://www.sec.gov/Archives/edgar/data/1146117/000114611721000002/pfg-pubfs20.PDF --- {0}------------------------------------------------ **UNITEDSTATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549** 0MB APPROVAL 0MB Number: 3235-0123 Expires: October 31, 2023 Estimated average burden hours per response ...... 12.00 ## **ANNUAL AUDITED REPORT FORM X-17A-5 PARTIII** | SEC FILE NUMBER | |-----------------| | 8-53512 | **FACING PAGE Information Required of Brokers and Dealers Pursuant to Section 17 of the Securities Exchange Act of 1934 and Rule 17 a-5 Thereunder** | REPORT FOR THE PERIOD BEG1NNING | ___
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1_2_/_3_1/_2_0 | |---------------------------------------------------------------------------|---------------------------------------------------------|-------------------|-----------------------------------------------| | | MM/DD/YY | | MMIDD/YY | | | A. REGISTRANT IDENTIFICATION | | | | NAME oF BROKER-DEALER: Probitas Funds Group, LLC | | OFFICIAL USE ONLY | | | ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use P.O. Box No.) | | FIRM I.D. NO. | | | 425 California Street Suite 2300 | | | | | | (No. and Street) | | | | San Francisco | CA | | 94104 | | (City) | (State) | | (Zip Code) | | NAME AND TELEPHONE NUMBER OF PERSON TO CONTACT IN REGARD TO THIS REPORT | | | | | Sinead O'Sullivan | | | 415.402.0700
(Area Code- Telephone Number) | | | B. ACCOUNTANT IDENTIFICATION | | | | | | | | | INDEPENDENT PUBLIC ACCOUNT ANT whose opinion is contained in this Report* | | | | | Weaver and Tidwell~ L.L.P. | | | | | | (Name - if individual. state last. first. middle name 1 | | | | 1230 Rosecrans Avenue Suite 510 Manhattan Beach | | CA | 90266 | | (Address) | (City) | (State) | (Zip Code) | | CHECK ONE: | | | | | ! ./ j
Certified Public Accountant | | | | | Public Accountant | | | | | Accountant not resident in United States or any of its possessions. | | | | | B | | | | | | 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 240.17a-5(e)(2)* > **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 curre~tly valid 0MB control number. SEC 1410 (11-05) {1}------------------------------------------------ #### **OATH OR AFFIRMATION** I, \_s\_,·n\_\_e\_ad\_ O\_'S\_u\_l\_liv\_a\_n \_ \_\_\_\_\_ \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ , swear (or affirm) that, to the best of my knowledge and belief the accompanying financial statement and supporting schedules pertaining to the firm of \_P\_r\_o\_b\_ita\_s\_F\_u\_nd\_s\_G\_ro\_u\_p\_,\_L\_L\_C \_ \_ \_ \_ \_\_\_\_\_\_\_ \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ , as of December 31 are true and correct. I further swear (or affirm) that neither the company nor any partner, proprietor, principal officer or director has any proprietary interest in any account classified solely as that of a customer, except as follows: This report\*\* contains (check all applicable boxes): **0** (a) Facing Page. **0** (b) Statement of Financial Condition. Signature *c£o* Title **MARK GROSE** D (c) Statement ofincome (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 ( d) Statement of Changes in Financial Condition. **D** (e) Statement of Changes in Stockholders' Equity or Partners' or Sole Proprietors' Capital. **D** (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 l 5c3-3. **D** (j) A Reconciliation, including appropriate explanation of the Computation ofNet Capital Under Rule l 5c3-l and the Computation for Determination of the Reserve Requirements Under Exhibit A of Rule 15c3-3. **D** (k) A Reconciliation between the audited and unaudited Statements of Financial Condition with respect to methods of consolidation. ~ (1) An Oath or Affirmation. (m) A copy of the SIPC Supplemental Report. **D** (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 2 40.17 a-5 (e)(3).* {2}------------------------------------------------ Financial Report December 31, 2020 Filed as PUBLIC information pursuant to Rule 17a-5(d) under the Securities Exchange Act of 1934 {3}------------------------------------------------ | Contents | | | | |---------------------------------------------------------|-----|--|--| | Report of Independent Registered Public Accounting Firm | 1 | | | | Financial Statement | | | | | Statement of financial condition | 2 | | | | Notes to financial statement | 3-8 | | | {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) #### **Report of Independent Registered Public Accounting Firm** To the Member Probitas Funds Group, LLC ### **Opinion on the Financial Statement** We have audited the accompanying statement of financial condition of Probitas Funds Group, LLC (the Company) as of December 31, 2020, 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, 2020 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 this 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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. 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 of the financial statement provides a reasonable basis for our opinion. *w~* ~ ~,£;f.f. WEA YER AND TIDWELL, L.L.P. We have served as the Company's auditors since 2018. Los Angeles, California February 24, 2021 > Weaver and Tidwell, L.L.P. 1230 Rosecrans Avenue, Suite 510 I Manhattan Beach, CA 90266 Main: 310.382.5380 **CPAs AND ADVISORS I WEAVER.COM** {5}------------------------------------------------ #### **Statement of Financial Condition December 31, 2020** #### **Assets** | Cash and Cash Equivalents | \$
2,467,860 | |----------------------------------------------------|-----------------| | Receivables | 4,466,027 | | Prepaid Expenses | 122,843 | | Furniture, Fixtures and Equipment, net | 1,790 | | Long-Term Receivables | 910,128 | | Total assets | | | | | | | | | Liabilities and Member's Equity | | | | | | Accounts Payable and Accrued Expenses | \$
307,692 | | Deferred Revenue | 39,464 | | Due to Affiliates | 119,221 | | Total liabilities | 466,377 | | Commitments, Contingencies and Guarantees (Note 7) | | | Member's Equity | 7,502,271 | | Total liabilities and member's equity | | | | | See Notes to Financial Statements. {6}------------------------------------------------ #### **Notes to Financial Statements** #### **Note 1. Nature of Business and Summary of Significant Accounting Policies** **Nature of business:** Probitas Funds Group, LLC (the Company) was formed and organized in Delaware on July 25, 2001 as a limited liability company (LLC) and will continue into perpetuity. The member is not required to make additional capital contributions at any time and its risk is limited to the existing capital balances. The Company was registered as an LLC in the state of California on August 27, 2001 and is based in San Francisco, California, with a second office in New York, New York. The Company's primary line of business is providing consulting and placement agent services regarding the private placement of securities in investment vehicles. The Company solicits investments from institutional and select private investors on behalf of the investment vehicles its clients manage. On February 15, 2002, Probitas Funds Group, LLC became registered as a general securities broker-dealer with the U.S. Securities and Exchange Commission (SEC) pursuant to Section 16c of the Securities Exchange Act of 1934 and became a member of the National Association of Securities Dealers, Inc. (now the Financial Industry Regulatory Authority). The Company was granted a broker-dealer certificate by the California Department of Corporations on March 12, 2002. The Company is a single member LLC, wholly owned by Probitas Partners, L.P. (the Parent). The Company conducts business throughout the United States and in several other countries. On May 29, 2008, the Company was exempted, subject to certain conditions, from the need for an Australian financial services license. The Company became registered in Japan as a Type 2 Financial Instruments Dealer on January 13, 2009, and is also registered as an international dealer in the provinces of Ontario, Alberta, Quebec and British Columbia, Canada. The Company is exempt from Rule 15c3-3 relying on Footnote 7 4 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5 because the Company limits its business activities exclusively to private placements of securities and consulting related to the private placement of securities and the Company (1) did not directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers, (2) did not carry accounts of or for customers; and (3) did not carry PAB accounts (as defined in Rule 15c3-3). #### **A summary of the Company's significant accounting policies is as follows:** The Company follows accounting principles generally accepted in the United States of America (U.S. GAAP), as established by the Financial Accounting Standards Board (FASB), to ensure consistent reporting of financial condition, results of operations and cash flows. **Use of estimates:** The preparation of financial statements 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 revenues and expenses during the reporting period. Actual values and results could differ from those estimates. **Cash and cash equivalents:** For purposes of the statement of cash flows, the Company considers all highly liquid investments with an initial maturity of three months or less to be cash equivalents. The Company maintains its cash in bank deposit accounts that, at times, may exceed insured limits. It is the opinion of management that the solvency of the referenced financial institutions is not of concern at this time. **Receivables:** Receivables consist of billed and unbilled receivables. Receivables represent revenue recognized by the Company for placement and other services in accordance with the terms of the respective service agreements. Receivables are stated at unpaid balances, less an allowance for doubtful accounts. Interest on long-term receivables is recognized over the term of the receivable and is calculated using the simple-interest method on principal amounts outstanding based on the terms in the respective service agreements. No collateral is required for accounts receivable. {7}------------------------------------------------ #### **Notes to Financial Statements** #### **Note 1. Nature of Business and Summary of Significant Accounting Policies (Continued)** The allowance for doubtful accounts is increased by charges to bad debt expense and decreased by charge-offs net of recoveries. Management's periodic evaluation of the adequacy of the allowance is based on the Company's past collection experience, risks related to the balance in question, specific adverse situations that may affect the client's ability to pay, and current economic conditions. The Company considers a receivable uncollectible when, based on current information or other factors, it is probable that the Company will not collect the receivable balance and interest payments according to the client contract. Accounts are written off when management believes, after considering economic conditions, business conditions, the financial condition of the obliger and collection efforts, that the receivables and collection of interest is doubtful. At December 31, 2020, there was no allowance for doubtful accounts. Management believes that all accounts receivable are collectible as of December 31, 2020. **Transfers of financial assets:** Transfers of financial assets are accounted for as sales when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated form the Company, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity or the ability to unilaterally cause the holder to return specific assets. In addition, for transfers of a portion of financial assets, the transfer must meet the definition of a "participating interest" in order to account for the transfer as a sale. Following are the characteristics of a participating interest: - Pro rata ownership in an entire financial asset. - From the date of transfer, all cash flows received from the entire financial asset are divided proportionately among the participating interest holders in an amount equal to their share of ownership. - The rights of each participating interest holder have same priority and no participating interest holder's interest is subordinated to the interest of another participating interest holder. That is, no participating interest holder is entitled to receive cash before any other participating interest holder under its contractual rights as a participating interest holder. - No party has the right to pledge or exchange the entire financial asset unless all participating interest holders agree to pledge or exchange the entire financial asset. **Furniture, fixtures and equipment:** Furniture, fixtures and equipment are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets ranging from three to seven years. Leasehold improvements are amortized over the term of the lease or the estimated useful life of the improvement, whichever is less. **Contract Balances:** The timing of the Company's revenue recognition may differ from the timing of payment by the Company's customers. The Company records a receivable when revenue is recognized prior to payment and the Company has an unconditional right to payment. Alternatively, when payment precedes the provision of the related services, the Company records deferred revenue until the performance obligations are satisfied. **Deferred Revenue:** Deferred revenue primarily relates to advisory fees received in advisory and placement engagements where the performance obligation has not yet been satisfied. {8}------------------------------------------------ #### **Notes to Financial Statements** #### **Note 1. Nature of Business and Summary of Significant Accounting Policies (Continued)** **Income taxes:** The Company is a single-member LLC whose parent is a multi-partner limited partnership taxed as a partnership for federal income tax purposes. The Company is a "disregarded entity" for tax purposes and its income is included in the Parent's partnership return; therefore, no provision for income taxes is required. FASB Accounting Standards Codification (ASC) Topic 740, Income Taxes, requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Company's tax returns to determine whether the tax positions are more likely than not of being sustained "when challenged" or "when examined" by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax benefit or expense and liability in the current year. For the year ended December 31, 2020, management has determined that there are no material uncertain income tax positions. **Recent accounting pronouncements:** In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which creates a new credit impairment standard for financial assets measured at amortized cost and available-for-sale debt securities. The ASU requires financials assets measured at amortized cost (including loans, trade receivables and held-tomaturity debt securities) to be presented at the net amount expected to be collected, through an allowance for credit losses that are expected to occur over the remaining life of the asset, rather than incurred losses. The ASU requires that credit losses on available-for-sale debt securities be presented as an allowance rather than as a direct write-down. The measurement of credit losses for newly recognized financial assets (other than certain purchased assets) and subsequent changes in the allowance for credit losses are recorded in the statement of income as the amounts expected to be collected change. The ASU is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The Company adopted the provisions of this guidance on January 1, 2020. The adoption had no impact on the Company's financial statements. **Foreign currency transactions:** Foreign currency transactions are transactions denominated in a currency other than the Company's functional currency, the U.S. dollar. Periodically and at year-end, the Company remeasures the recorded balances related to foreign-currency transactions using the current exchange rate. Gains or losses arising from the remeasurement of these balances are recorded in other expense in the Company's statement of operations. **Guarantees:** The Company recognizes guarantees in accordance with Accounting Standards Update 460, Guarantees (FASB Interpretation No. 45). According to this guidance, the Company is not required to book a liability for guarantees of a parent company's debt to a third party. Other required disclosures about such arrangements are made in Note 7. **Nonconsolidated variable interest entities:** In order to determine if we hold a controlling financial interest in an entity, we evaluate if we are required to apply the variable interest entity (VIE) model to the entity, we continuously evaluate whether we have a controlling financial interest in a VIE. In general, a VIE is a corporation, partnership, limited-liability corporation, trust, or any other legal structure used to conduct activities or hold assets that (1) has an insufficient amount of equity to carry out its principal activities without additional subordinated financial support, (2) has a group of equity owners that are unable to direct the activities of the entity that most significantly impact its economic performance, or (3) has a group of equity owners that do not have the obligation to absorb losses of the entity or the right to receive returns of the entity. A VIE should be consolidated if a party with an ownership, contractual, or other financial interest in the VIE that is considered a variable interest (a variable interest holder) has the power to direct the VIE's most significant activities and the obligation to absorb losses or right to receive benefits of the VIE that could be significant to the VIE. A variable interest holder that consolidates the VIE is called the primary beneficiary. {9}------------------------------------------------ #### **Notes to Financial Statements** #### **Note 1. Nature of Business and Summary of Significant Accounting Policies (Continued)** During 2020, the Company had an agreement with Probitas Hong Kong Limited (PHKL), a related party through common ownership of the Parent, which was evaluated against the VIE criteria for consolidation. PHKL provides consulting and placement agent services with respect to the private placement of securities in investment vehicles in Asia. As of December 31, 2020, PHKL had total equity of \$1,407,711. PHKL is funded by the Parent, whom will provide additional capital to the entity as needed. The Company determined that it is not the primary beneficiary of the VIE because the Company lacks the power to direct the activities of the variable interest entity that most significantly impacts their economic performance. Therefore, consolidation in the Company's financial statements is not required. At December 31, 2020, the Company did not carry any amounts related to the VIE in its statement of financial condition. During the period ended December 31, 2020, the Company provided no explicit or implicit financial or other support to this VIE that were not previously contractually required. **Fair value of financial instruments:** The Company's financial instruments consist primarily of cash and cash equivalents, trade accounts receivable, trade accounts payable and accrued expenses. Due to their short-term nature, the carrying values for cash and cash equivalents, trade accounts receivable, trade accounts payable and accrued expenses approximate fair value. The Company charges floating interest rates on long-term receivables, therefore, the carrying value approximates fair value. #### **Note 2. Furniture, Fixtures and Equipment** These are the balances as of December 31, 2020: | Furniture and fixtures | \$
183,314 | |-------------------------------------------|---------------| | Equipment | 152,485 | | Leasehold improvements | 46,675 | | | 382,474 | | Accumulated depreciation and amortization | (380,684) | | | \$
1 790 | #### **Note 3. Related-Party Transactions** The Company maintains agreements to pay monthly management fees with both its Parent and Probitas Hong Kong Limited, a related party through common ownership of the Parent. The Company also maintains an agreement with PFG-UK, Ltd, a related party through common ownership of the Parent, pursuant to which PFG-UK, Ltd, and the Company agree to share revenues earned from common clients. Any shared revenues from these related parties are received by the Parent and later transferred to the Company, resulting in a receivable between the two parties. As of December 31, 2020, the Company owes \$119,221 to the Parent. {10}------------------------------------------------ #### **Notes to Financial Statements** #### **Note 4. Net Capital Requirements** The Company is subject to the U.S. Securities and Exchange Commission Uniform Net Capital Rule (SEC 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. In addition, the Company may not allow advances to affiliates, the withdrawal of equity capital or payment of dividends if such payment would result in aggregate indebtedness greater than 10 times net capital or if net capital would fail to be at least 120 percent of the minimum required net capital. At December 31, 2020, the Company had net capital of \$2,001,483 which was \$1,970,391 in excess of its required net capital of \$31,092. The Company's ratio of aggregate indebtedness to net capital was 0.23 to 1. Advances to affiliates, distributions and other equity withdrawals are subject to certain notification and other provisions of the net capital rules of the SEC and various exchanges the Company is associated with. #### **Note 5. Concentrations of Credit Risk** The Company holds contract receivables from obligors that are private equity investment funds. In the event one or more of these funds do not fulfill their obligations, the Company may be exposed to credit risk. The risk of default depends on the financial strength of both the funds and its underlying investors, which are typically required to contribute capital to these funds over a period of several years. It is the Company's policy to review and monitor, as necessary, the credit standing of each counterparty, as well as the exposure to each counterparty. During the year ended December 31, 2020, the Company earned 77 percent of its service revenue from four clients, equal to 26 percent, 21 percent, 16 percent, and 14 percent of total advisory and placement fees revenue, respectively. As of December 31, 2020, the accounts receivable balance of these four clients was 13 percent, 23 percent, 29 percent, and 20 percent of total accounts receivable, respectively. #### **Note 6. Long-Term Receivables** Long-term receivables from customers of \$910,128 consist of four installment agreements with effective interest rates of 5.25 percent. Payments are collectible through November 2023. The Company uses floating interest rates in its agreements therefore the carrying value approximates the fair value as of December 31, 2020. #### **Note 7. Guarantees and Indemnifications** The Company has pledged its contract receivables and all other assets, except cash, as security for a \$3,000,000 line of credit held by the Parent. In accordance with the agreements, in order to have access to the line of credit, the Parent is required to maintain minimum net income, leverage, and tangible net worth, as defined in the agreement. The Parent is currently in compliance with the agreement and the line of credit had no outstanding balance as of December 31, 2020. The term of this guaranty has a maturity date of September 15, 2021. The Company has pledged its assets, excluding the minimum cash balance required by FINRA, as security for a \$8,151,000 note payable held by the Parent. In accordance with the agreements, the Parent must maintain aggregate allowable assets (receivables, cash, and cash equivalents) in excess of the outstanding amount of the obligations under the note agreement. The Parent is currently in compliance with the agreement and the outstanding balance of the note payable, including accrued interest of \$162,935 as of December 31, 2020. The term of this guaranty has a maturity date of January 2, 2023. {11}------------------------------------------------ #### **Notes to Financial Statements** #### **Note 7. Guarantees and Indemnifications (Continued)** In the normal course of business, the Company enters into contracts that contain a variety of representations and warranties that provide indemnifications under certain circumstances. The Company's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Company that have not yet occurred. 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. #### **Note 8. Revenue from Contracts with Customers** The Company had receivables related to revenues from contracts with customers of \$5,376,155 and \$5,069,430 at December 31, 2020 and December 31, 2019, respectively. The Company had no significant impairments related to these receivables during the year ended December 31, 2020. Deferred revenue had a balance of \$39,464 and \$138,473 at December 31, 2020 and December 31, 2019, respectively. #### **Note 9. COVID-19** The COVID-19 pandemic is expected to continue to have an impact on the Company's operations and financial results. We are a sales organization where in-person relationships have been critical to winning business and executing our mandates. Our staff is working remotely and travel for client/ investor meetings remains on hold. While the exact economic impact of these restrictions is impossible to clarify, it has led to a slowdown in our business and reduced revenues. The future impact is dependent on the virus' duration and spread, any related operational restrictions, global financial markets, and the overall economy. Therefore, while management expects some ongoing impact on its results of operations there may be unforeseen impacts due to the virus' severity and the duration of the pandemic being unknown. #### **Note 10. Subsequent Events** The Company has evaluated subsequent events for potential recognition and/or disclosure through February 24, 2021, the date these financial statements were issued. {12}------------------------------------------------ ![](_page_12_Picture_0.jpeg) #### **Report of Independent Registered Public Accounting Firm** To the Member Probitas Funds Group, LLC We have reviewed management's statements, included in the accompanying Probitas Funds Group, LLC (the Company) Exemption Report, in which the Company claimed an exemption relying on Footnote 7 4 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.170-5 because the Company limits its business activities exclusively to private placements of securities and consulting related to the private placement of securities and the Company ( 1) did not directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers, (2) did not carry accounts of or for customers; and (3) did not carry P AB accounts ( as defined in Rule l 5c3-3) throughout the period. The Company's management is responsible for compliance with the exemption provision and its statements. Our review was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included inquiries and other required procedures to obtain evidence about the Company's compliance with exemption provision. 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 conditions set forth in Footnote 7 4 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.170-5 under the Securities Exchange Act of 1934. **w~~~,f-f.f.** WEAVER AND TIDWELL, L.L.P. Los Angeles, California February 24, 2021 {13}------------------------------------------------ ![](_page_13_Picture_0.jpeg) 425 California Street Suite 2300 San Francisco, California 94104 phone: 415 402 0700 fax: 41 5 402 0052 www.probitaspartners.com SEC# 8-53512 CRD # 115876 The Exemption Report We as members of management of Probitas Funds Group, LLC (the Company) are responsible for complying with 17 C.F.R. §240.17a-5, "Reports to be made by certain brokers and dealers" and complying with 17 C.F.R. §240.15c3-3: k(2)(i), (the "exemption provisions"). We have performed an evaluation of the Company's compliance with the requirements of 17 C.F.R. §§ 240.17a-5 and the exemption provisions. Based on this evaluation, we assert the following : (1) The Company does not claim an exemption under paragraph (k) of 17 C.F.R § 240.15c3-3, and (2) The Company is filing this Exemption Report relying on Footnote 7 4 of the SEC Release No. 34- 70073 adopting amendments to 17 C.F.R. § 240.17a-5 because the Company limits its busiQess activities exclusively to private placements of securities and consulting related to the private placement of securities and the Company (1) did not directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers, (2) did not carry accounts of or for customers; and (3) did not carry PAB accounts (as defined in Rule 15c3-3) throughout the year ended December 31 , 2020. Probitas Funds Group, LLC I, Sinead O'Sullivan, swear (or affirm) that, to my best knowledge and belief, this Exemption Report is true and correct. By: Title: CFO February 24, 2021 Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.