# RAINMAKERS PARTNERS, LLC X-17A-5 (2020-02-27) — Broker-dealer annual report - Company: RAINMAKERS PARTNERS, LLC - Form: X-17A-5 - Filed: 2020-02-27 - Period: 2019-12-31 - Accession: 0001445152-20-000001 - CIK: 1445152 - File #: 8-68026 - Material weakness: No - Auditor: Rubio CPA PC - Auditor location: Atlanta, GA - Contact: Jon Nixon - Phone: 9177031704 - Signed by: Jim Soleymanlou (Managing Member) Original filing: https://www.sec.gov/Archives/edgar/data/1445152/000144515220000001/rain2.pdf --- {0}------------------------------------------------ | UNITEDSTATES
SEClJRITJESANDEXCHANGECOMl\fiSSION.
Washington, D.C. 20549
ANNUAL AUDITED REPORT
FORM X-17A-5
PART HI | . · 0MB APPROVAL
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3235-0123
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SEC FILE NLJMBER | |-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------| | FACING PAGE
Information Required of Brokers and Dealers Pursuant to Section 17 of the
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~ | | (a) Facing Page. | (b) Statement of Financial Condition. | 5111111111,111111111w111111111111111111111111111111111111u1~11111um111111111111111E | | J rt ** | of Comprehensive Income (as defined in §210.1-02 of Regulation S-X). | (c) Statement of!ncome (Loss) or, ifthere is other comprehensive income in the period(s) presented, a Statement | | | (d) Statement of Changes in Financial Condition.
( e) Statement of Changes in Stockholders' Equity or Partners' or Sole Proprietors' Capital. | | | | (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. | | | 0
G) | (i) Information Relating to the Possession or Control Requirements Under Rule 15c3-3. | A Reconciliation, including appropriate explanation of the Computation ofNet Capital Under Rule 15c3-l and the | | | | Computation for Determination of the Reserve Requirements Under Exhibit A of Rule 15c3-3.
O (k) A Reconciliation between the audited and unaudited Statements of Financial Condition with respect to methods of | | consolidation.
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An Oath or Affirmation. | | | | D (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 240.17a-5(e)(3).* {2}------------------------------------------------ #### RAINMAKERS PARTNERS, LLC. Financial Statements and Schedules For the Year Ended December 31, 2019 With Report of Independent Registered Public Accounting Firm {3}------------------------------------------------ # RAINMAKERS PARTNERS, LLC. FINANCIAL STATEMENTS AND SUPPLEMENTARY INFORMATION ## DECEMBER 31, 2019 ## TABLE OF CONTENTS Report of Independent Registered Public Accounting Firm **FINANCIAL STATEMENTS** Statement of Financial Condition Statement of Income Statement of Member's Equity Statement of Cash Flows Notes to Financial Statements #### SUPPLEMENTARY INFORMATION TO FINANCIAL STATEMENTS - Schedule I Computation of net Capital under SEC Rule 15c3-1 - Schedule II Computation for Determination of Reserve Requirement under SEC Rule 15c3-3 - Schedule Ill Information Relating to the Possession or Control Requirements under SEC Rule 15c3-3 - Report of Independent Registered Public Accounting Firm on the Company's Exemption Report Exemption Report requirement for Broker-Dealers under SEC Rule 17a-5(d)(4) {4}------------------------------------------------ RUBIO CPA, PC CERTIFIED PUBLIC ACCOUNTANTS 2727 Paces Ferry Road SE Building 2, Suite 1680 Atlanta, GA 30339 Office: 770 690-8995 Fax: 770 838-7123 # **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To the Member of Rainmakers Partners, LLC ## Opinion on the Financial Statements We have audited the accompanying statement of financial condition of Rainmakers Partners, LLC (the "Company'') as of December 31, 2019, the related statements of income, changes in member's equity, and cash flows for the year then ended and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019, and the results of its operations and its cash flows for the year then ended in confonnity with accounting principles generally accepted in the United States of America. ## Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to 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 perfonning procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. ## Supplemental Information The infonnation contained in Schedules I, II and UI has been subjected to audit procedures performed in conjunction with the audit of the CoIQpany'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, II and III 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 opinion on the accompanying {5}------------------------------------------------ schedules, we evaluated whether the supplemental information, including its form and content, is presented in conformity with 17 C.F.R. §240. l 7a-5. In our opinion, the aforementioned supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole. We have served as the Company's auditor since 2007. February 27, 2020 Atlanta, Georgia ~ *c.,IA-,1''-* Rubio CPA, PC {6}------------------------------------------------ # RAINMAKERS PARTNERS, LLC. STATEMENT OF FINANCIAL CONDITION DECEMBER 31, 2019 #### ASSETS | Cash
Prepaid Expenses | \$
9,673
1,393 | |------------------------------------------------------|----------------------| | Total Assets | \$
11,066 | | LIABILITIES AND MEMBER'S EQUITY | | | Liabilities
Accounts Payable and Accrued Expenses | \$
2,193 | | Member's Equity | 8,873 | | Total Liabilities and Member's Equity | \$
11,066 | {7}------------------------------------------------ # RAINMAKERS PARTNERS, LLC. STATEMENT OF INCOME YEAR ENDED DECEMBER 31, 2019 | Revenues | | |-------------------|--------------| | Retainer Fees | \$
60,000 | | Expenses | | | Commissions | 24,000 | | Other Expenses | 12,923 | | Professional Fees | 15,888 | | Occupancy | 3,307 | | Total Expenses | 56,118 | | Net Income | \$
3,882 | See Accompanying Notes to Financial Statements. {8}------------------------------------------------ ## RAINMAKERS PARTNERS, LLC. STATEMENT OF CHANGES IN MEMBER'S EQUITY YEAR ENDED DECEMBER 31, 2019 | Balance - January 1, 2019 | \$
23,491 | |-----------------------------|--------------| | Contributions by Member | 4,000 | | Distributions to Member | (22,500) | | Net Income | 3,882 | | Balance - December 31, 2019 | \$
8,873 | See Accompanying Notes to Financial Statements. {9}------------------------------------------------ # RAINMAKERS PARTNERS, LLC. STATEMENT OF CASH FLOWS YEAR ENDED DECEMBER 31, 2019 | CASH FLOWS FROM OPERATING ACTIVITIES | | |-----------------------------------------------------------------------------------|-------------| | Net Income | \$
3,882 | | Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: | | | Decrease in Prepaid Expenses | 2,591 | | Decrease in Accounts Payable and Accrued Expenses | (806) | | NET CASH PROVIDED BY OPERATING ACTIVITIES | 5,667 | | CASH FLOWS FROM FINANCING ACTIVITIES | | | Contributions by Member | 4,000 | | Distribution to Member | (22,500) | | NET CASH USED BY FINANCING ACTIVITIES | (18,500) | | NET DECREASE IN CASH | (12,833) | | CASH BALANCE: | | | Beginning of Year | 22,506 | | End of Year | \$
9,673 | | | | See Accompanying Notes to Financial Statements. {10}------------------------------------------------ # RAINMAKERS PARTNERS, LLC NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2019 # NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization and Description of Business: Rainmakers Partners, LLC (the "Company"), a limited liability company, was organized in November 2007 and became a broker-dealer in January 2009. The Company is a securities broker-dealer registered with the Securities and Exchange Commission ("SEC") and the Financial Industry Regulatory Authority ("FINRA"). As a limited liability company, the member's liability is limited to its investment. Cash: The Company maintains its bank accounts in a high credit quality institution. Balances at times may exceed federally insured limits. Income Taxes: The Company is taxed as a proprietorship. Income or losses of the Company flow through to the member and no income taxes are recorded in the accompanying financial statements. The Company has adopted the provisions of F ASB Accounting Standards Codification 7 40-10, Accounting for Uncertainty in Income Taxes. Under ASC 740-10, 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 tax return. The Company has evaluated each of its tax position and has determined that no provision or liability for income taxes is necessary. Estimates: Management uses estimates and assumptions in preparing financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses. Actual results could vary from the estimates that were assumed in preparing the fmancial statements. 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 judgement 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. The Company provides placement and advisory service related to capital raising activities and mergers and acquisition transactions. Revenue for advisor arrangements is generally recognized at the point **in** time that performances 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. Retainers and other fees received from customers prior to recognizing the revenue are reflected as contract liabilities. {11}------------------------------------------------ # RAINMAKERS PARTNERS, LLC NOTES TO FINANCIAL STATEMENTS DECE1\1BER31, 2019 Revenue Recognition(continued): The Company recognizes success fee revenues from capital raising services and merger acquisition advisory services upon the completion of a success fee based transaction. The Company recognizes certain retainer revenue from contracts with customers upon delivery of a list of possible participants to the transactions as this is the only performance obligation identified by the Company in accordance with this standard. The amount ofretainer revenue recognized without the consummation of a success fee based transaction or formal termination of an engagement was \$30,000 and has been included in Retainer Fee revenue in the accompanying Statement oflncome. Date of Management's Review: Subsequent events were evaluated through the date the financial statements were issued. # NOTE B - NET CAPITAL The Company, as a registered broker dealer is subject to the Securities and Exchange Commission Uniform Net Capital Rule (Rule 15c3-1), which requires the maintenance of minimum net capital equal to the greater of \$5,000 or 6 2/3% of aggregate indebtedness and requires that the ratio of aggregate indebtedness to net capital, both as defined, shall not exceed 15 to 1. At December 31, 2019, the Company had net capital of \$7,480, which was \$2,480 in excess of its required net capital of \$5,000 and its ratio of aggregate indebtedness to net capital was .29 to 1.0. NOTE C - LEASES The Company leases office space under a month-to-month lease. Rent expense for the year ended December 31, 2019 was approximately \$3,307. NOTED - CONCENTRATIONS All retainer fees revenue during 2019 were earned from two customers. # NOTE E- RELATED PARTY TRANSACTIONS The Company has a related party owned by its same member that is located in France. The foreign related party is engaged in unregulated foreign transactions similar to the business of the Company. There were no transactions with the related party during 2019. ## NOTE F - CONTINGENCIES The Company is subject to litigation in the normal course of business. The Company has no litigation in progress at December 31, 2019. {12}------------------------------------------------ SUPPLEMENTARY INFORMATION TO FINANCIAL STATEMENTS {13}------------------------------------------------ ## RAINMAKERS PARTNERS, LLC. SCHEDULE I COMPUTATION OF NET CAPITAL UNDER RULE 15c3-1 OF THE SECURITIES AND EXCHANGE COMMISSION ACT OF 1934 AS OF DECEMBER 31, 2019 | Member's Equity | \$
8,873 | |---------------------------------------------------------------------------------------|-------------| | Less Non-allowable Assets:
Prepaid Expenses | 1,393 | | Net Capital Before Haircuts | 7,480 | | Less Haircuts | | | Net Capital | 7,480 | | Minimum Net Capital Required (Greater of \$5,000 or 6 2/3% of Aggregate Indebtedness) | 5,000 | | Excess Net Capital | \$
2,480 | | Total Aggregrate Indebtedness | \$
2,193 | | Net Capital Based on Aggregate Indebtedness | \$
146 | | Percentage of Aggregate Indebtedness to Net Capital | 29.32% | RECONCILIATION WITH COMPANY'S COMPUTATION OF NET CAPITAL INCLUDED IN A PART IIA OF FORM X-17A-5 AS OF DECEMBER 31, 2019 > There is no significant difference between net capital as reported in Part IIA of Form X-17A-5 and as net capital reported above. {14}------------------------------------------------ #### RAINMAKERS PARTNERS, LLC ## SCHEDULE II COMPUTATION FOR DETERMINATION OF RESERVE REQUIREMENTS UNDER RULE 15c3-3 OF THE SECURITIES AND EXCHANGE COJ\11\1ISSION AS OF DECEMBER 31, 2019 The Company is exempt from the provisions of Rule 15c3-3 under the Securities Exchange Act of 1934, pursuant to paragraph (k)(2)(i) of the rule. # SCHEDULE III INFORMATION RELATING TO THE POSSESSION OR CONTROL REQUIREMENTS UNDER RULE 15c3-3 OF THE SECURITIES AND EXCHANGE COJ\11\1ISSION AS OF DECEMBER 31, 2019 The Company is exempt from the provisions of Rule 15c3-3 under the Securities Exchange Act of 1934, pursuant to paragraph (k)(2)(i) of the rule. {15}------------------------------------------------ RUBIO CPA, PC CERTIFIED PUBLIC ACCOUNTANTS 2727 Paces Ferry Road SE Building 2, Suite 1680 Atlanta, GA 30339 Office: 770 690-8995 Fax: 770 838-7123 ### **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To the Member of Rainmakers Partners, LLC We have reviewed management's statements, included 'in the accompanying Broker Dealers Annual Exemption Report in which (1) Rainmakers Partners, LLC identified the following provisions of 17 C.F .R. § 15c3-3(k) under which Rainmakers Partners, LLC claimed an exemption from 17 C.F .R. § 240.15c3-3: (k)(2)(i) (the "exemption provisions"); and, (2) Rainmakers Partners, LLC stated that Rainmakers Partners, LLC met the identified exemption provisions throughout the most recent fiscal year without exception. Rainmakers Partners, 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 Board (United States) and, accordingly, included inquiries and other required procedures to obtain evidence about Rainmakers Partners, 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 paragraph (k)(2)(i), of Rule 15c3-3 under the Securities Exchange Act of 1934. February 27, 2020 Atlanta, GA ~ *t!/?~~L* Rubio CPA, PC {16}------------------------------------------------ # RAINMAKERS PARTNERS, LLC One Sansome Street, Suite 3500 San Francisco, CA 94104 # EXE11PTION REPORT REQUIREMENTFORBROKERIDEALERSUNDER RULE 17a-5 OF THE SECURITIES EXCHANGE ACT OF 1934 DECEMBER 31, 2019' To the best knowledge and belief of Rainmakers Partners, LLC: The Company claimed the (k(2)(i) exemption provision from Rule 15c3-3 of the Securities Exchange Act of 1934. The Company met the (k)(2)(i) exemption provision from Rule 15c3-3, without exception, throughout the most recent year ending December 31, 2019. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.