# INVESTSHARES LLC X-17A-5 (2022-03-31) — Broker-dealer annual report - Company: INVESTSHARES LLC - Form: X-17A-5 - Filed: 2022-03-31 - Period: 2021-12-31 - Accession: 0001470536-22-000002 - CIK: 1470536 - File #: 8-68365 - Type: Broker-dealer - Material weakness: No - Auditor: Thomas Faust - Auditor location: Lafayette, IN - Contact: Michael Goggins - Phone: 305-350-2100 - Signed by: Michael J Goggins (President and Chief Compliance Officer) Original filing: https://www.sec.gov/Archives/edgar/data/1470536/000147053622000002/auditedfinancialreport20211.pdf --- {0}------------------------------------------------ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 0MB APPROVAL 0MB Number: 3235-0123 Expires: Oct. 31, 2023 Estimated average burden hours per response: 12 # **ANNUAL REPORTS FORM X-17A-5 PART** Ill | SEC FILE NUMBER | | |-----------------|--| | 8-68365 | | **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\_l/\_O\_l\_/2\_1 \_\_ AND ENDING \_\_\_\_ 12\_f\_3l\_f\_2 \_ 1 \_\_ MM/DD/VY MM/DD/VY **A. REGISTRANT IDENTIFICATION** NAME OF FIRM: \_\_\_\_ l\_n\_ve\_s\_t\_S\_ha\_r\_e\_s,\_L\_L\_C \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \_ TYPE OF REGISTRANT (check all applicable boxes): IXI Broker-dealer □ Security-based swap dealer D Check here if respondent is also an OTC derivatives dealer □ Major security-based swap participant ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) 701 Brickell Ave., Suite 1550 Miami (City) (No. and Street) Florida (State) PERSON TO CONTACT WITH REGARD TO THIS FILING 33131 (Zip Code) Michael Goggins 305 350-2100 investshares.com (Name) (Area Code -Telephone Number} (Email Address) **B. ACCOUNTANT IDENTIFICATION** INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing\* Thomas Faust, CPA, LLC d/b/a Thomas Faust, CPA 174 Coldbrook Ct. (Address) 2/14/2018 {Name - if individual, state last, first, and middle name) Lafayette (City) Indiana (State) 6479 47909 (Zip Code) **(rt•** of Registration with PCAOB)lif applicable) **FOR OFFICIAL USE ONLY** (PCAOB Registration Number, if applicable) 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)ll)(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** | | J. Go tf
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as that of a customer | | | | | | | | | | Signatur1/?/ | | | | | | | | | | | | | | | cco | | | | | | | | | | | | | | | | | | | | This filing•• contains (check all applicable boxes): | | | | | llJ (a) Statement of financial condition. | | | | | □ (b) Notes to consolidated statement of financial condition.
ii (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) . | | | | | .M (d) Statement of cash flows. | | | | | l!I (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. | | | | | 18' (h) Computation of net capital under 17 CFR 240.15c3-1 or 17 CFR 240.lBa-1, as applicable. | | | | | □ (i) Computation of tangible net worth under 17 CFR 240.lBa-2. | | | | 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.lBa-4, as applicable. | | | | D | (I) Computation for Determination of PAB Requirements under Exhibit A to§ 240.15c3-3. | | | | | 18' (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.lBa-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 240.15c3-1. 17 CFR 240.lBa-1, or 17 CFR 240.lBa-2. as applicable, and the reserve requirements under 17 | | | | | CFR 240.15c3-3 or 17 CFR 240.lBa-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. | | | | | Ii (q) Oath or affirmation in accordance with 17 CFR 240.17a-5, 17 CFR 240.17a-12, or 17 CFR 240.lBa-7, as applicable. | | | | | □ (r) Compliance report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.lBa-7, as applicable. | | | | | ll!I' (s) Exemption report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.lBa-7, as applicable. | | | | D | (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.lBa-7, or 17 CFR 240.17a-12, as applicable. | | | | | □ (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.lBa-7, as applicable. | | | | [jj | (w) Independent public accountant's report based on a review of the exemption report under 17 CFR 240.17a-5 or 17 | | | | | CFR 240.lBa-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. | | | - 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 240.17a-12(k). D(z)Other: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \_ - - *'\*To* request confidential treatment of certain portions of this filing, see 17 CFR 240.17a-S(e/(3) or 17 CFR 240.18a-7(d/(2), as applicable. {2}------------------------------------------------ **InvestShares, LLC** **Report on Audit of Financial Statements** **December 31, 2021** **THOMAS FAUST, CPA** Certified Public Accountant {3}------------------------------------------------ # **INVESTSHARES,LLC TABLE OF CONTENTS** Report of Independent Registered Public Accounting Firm Financial Statements: Statement of Financial Condition Statement of Income Statement of Changes in Member's Equity Statement of Cash Flows Notes to the Financial Statements Schedule I: Computation of Net Capital Under SEC Rule 15c3-1 Schedule II: Computation for Determination of Reserve Requirements under SEC Rule 15c3-3 Schedule Ill: Information For Possession or Control Requirements under SEC Rule 15c3-3 Report of Independent Registered Public Accounting Firm Broker-Dealer's Exemption Report {4}------------------------------------------------ **THOMAS FAUST, CPA** Certified Pul>lic Accountant **174C~Ct. ~.lN47!!09 765-2~7-9185.** thoma\$faUl?tppa2@gm,iU.com # **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To the Member lnvestShares, LLC ### **Opinion on the Financial Statements** I have audited the accompanying statement of financial condition of lnvestShares, LLC, as of December 31, 2021, the related statements of income, changes in member's equity and cash flows for the year then ended, and the related notes and schedules (collectively referred to as the financial statements). In my opinion, the financial statements present fairly, in all material aspects, the financial position of lnvestShares, LLC as of December 31, 2021 and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. #### **Basis for Opinion** These financial statements are the responsibility of lnvestShares, LLC's management. My responsibility is to express an opinion on lnvestShares, LLC's financial statements based on my audit. I am a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and am required to be independent with respect to lnvestShares, LLC in accordance with the U.S. federal securities laws and the applicable rules and the regulations of the Securities and Exchange Commission and the PCAOB. I conducted my audit in accordance with the standards of the PCAOB. Those standards require that I 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. My audit included performing procedures to assess the risks of material misstatement of 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. My 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. I believe that my audit provides a reasonable basis for my opinion. ### **Supplemental Information** Schedule I, Computation of Net Capital Under SEC Rule 15c3-1, Schedule 11, Computation for Determination of Reserve Requirements Under SEC Rule 15c3-3 and Schedule 111, Information for Possession or Control Requirements Under SEC Rule 15c3-3 have been subjected to audit procedures performed in conjunction with the audit of lnvestShares, LLC's financial statements. The supplemental information is the responsibility of lnvestShares, LLC's management. My audit procedures included determining whether the supplemental information 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 supplemental information. In forming my opinion on the supplemental information, I evaluated whether the supplemental information, including its form and content, is presented in conformity with 17 C.F.R. §240.17a-5. In my opinion, Schedule I, Computation of Net Capital Under SEC Rule 15c3-1, Schedule 11, Computation for Determination of Reserve Requirements Under SEC Rule 15c3-3 and Schedule 111, Information for Possession or Control Requirements Under SEC Rule 15c3-3 are fairly stated, in all material respects, in relation to the financial statements as a whole. {5}------------------------------------------------ Thomas Faust, CPA, LLC d/b/a/ Thomas Faust, CPA I have served as the Company's auditor since 2018. Lafayette, Indiana March 22, 2022 ![](_page_5_Picture_5.jpeg) {6}------------------------------------------------ | ASSETS | | | | | | |---------------------------------------|----|--------|--|--|--| | CURRENT ASSETS | | | | | | | Cash | \$ | 20,177 | | | | | Commissions receivable | | 1,358 | | | | | TOTAL CURRENT ASSETS | | 21,535 | | | | | UABILmES AND MEMBERS' EQUITY | | | | | | | UABILITIES | | | | | | | Accounts payable | | 1,846 | | | | | Accounts payable to affiliated entity | | 2,240 | | | | | TOTAL UABILmES | | 4,086 | | | | | MEMBER'S EQUITY | | | | | | | Member's Equity | | 17,449 | | | | | TOTAL MEMBER'S EQUITY | | 17,449 | | | | | TOTAL UABILmES AND MEMBER'S EQUITY | \$ | 21,535 | | | | Page I 3- THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS. {7}------------------------------------------------ ### **REVENUE** | Commissions and 12B-1 fees | \$
20,650 | |----------------------------|--------------| | Other income | 3,000 | | TOTAL REVENUE | 23,650 | | EXPENSES | | | Employee compensation | 3,837 | | Commissions expense | 393 | | Occupancy | 929 | | Travel | 5,947 | | Professional fees | 8,160 | | Administrative expenses | 1,177 | | TOTAL EXPENSES | 20,443 | | OTHER INCOME | | | PPP Loan forgiveness | 4,000 | | NET INCOME | \$
7,207 | Page 14- THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS. {8}------------------------------------------------ # **INVESTSHARES,LLC STATEMENT OF CHANGES IN MEMBER'S EQUITY FOR THE YEAR ENDED DECEMBER 31, 2021** | BALANCE AT THE BEGINNING OF THE YEAR | | 10,242 | |--------------------------------------|--|--------| | Net Income (Loss) | | 7,207 | | Member contributions | | | | BALANCE AT THE END OF THE YEAR | | 17,449 | {9}------------------------------------------------ ### **STATEMENT OF CASH FLOWS** ## **FOR THE YEAR ENDED DECEMBER 31, 2021** | CASH FLOWS FROM OPERATING ACTIVITIES | | |--------------------------------------------------------------------|--------------| | Net Income (Loss) | \$
7,207 | | Adjustments to reconcile net income (loss) to net cash provided by | | | Operating activities: | | | (Increase) decrease in operating assets: | | | Commissions receivable | (268) | | Increase (decrease) in operating liabilities: | | | Accounts payable | (141) | | Net Cash Used in Operating Activities | 6,798 | | NET INCREASE (DECREASE) IN CASH | 6,798 | | CASH AT BEGINNING OF YEAR | 13,379 | | CASH AT END OF YEAR | \$
20,177 | | | | | SUPPLEMENTAL CASH FLOW DISCLOSURES | | | Cash paid during the year for: | | | Income Taxes | \$ | | Interest | \$ | {10}------------------------------------------------ ## **NOTE 1: ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES** A summary of the Firm's significant accounting policies consistently applied in the preparation of the accompanying financial statements are as follows: - a. Nature of Operations- Investshares, Inc. (the Firm) was formed as a Michigan corporation in the state of Michigan in 2012 and in 2018 the firm domesticated in the State of Florida. In December 2019 the firm filed articles of conversion to an LLC from a corporation. There are no changes of ownership. The Firm is a registered securities broker-dealer with the Securities and Exchange Commission (SEC) and is a member of the Financial Industry Regulatory Authority {FINRA). The Firm sells mutual funds, annuities and life insurance and is registered in the states of California, Florida, and Michigan. - b. Revenue Recognition-The Firm recognizes and records commissions and other income on a tradedate basis. Revenue consists of commissions and 12b-1 fees on mutual funds and annuities. In May 2014, FASB issued ASU 2014-09, "Revenue from Contracts with Customers Topic 606" which supersedes nearly all existing revenue recognition guidance under generally accepted accounting principles. The Firm's revenue recognition policy conforms with the pronouncement by recognizing revenue in accordance with the five components of the pronouncement. - Identify the contract with the customer - Identify the performance obligation - Determine the transaction price - Allocate the transaction price to the performance obligation - Recognize when the performance obligation is met - c. Cash Equivalents-For purposes of the statements of cash flows, the Firm considers all highly liquid debt instruments with maturities of three months or less when purchased to be cash equivalents. There were no cash equivalents at December 31, 2021. - d. 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, the disclosure of contingent assets and liabilities at 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. - e. Concentrations of Credit Risk-The Firm places its cash in accounts with a local financial institution. At times, balances in these accounts may exceed FDIC insured limits. The Firm is engaged in various brokerage activities whose counterparties primarily include mutual fund companies, insurance companies, and other financial institutions. In the event counterparties do not fulfill their obligations, the Firm may be exposed to risk. The risk of default depends on the creditworthiness of the counterparty or issuer of the instrument. It is the Firm's policy to review, as necessary, the credit standing of each counterparty with which it conducts business. f. Commissions Receivable- Commissions receivable consists of fees and other amounts owed to the Firm. The Firm, on a periodic basis evaluates its accounts receivable and establishes an allowance for doubtful accounts, based on history of past write-offs and collections and current credit conditions. The Firm considers accounts receivable to be fully collectible; accordingly, no allowance for doubtful accounts currently is provided. Uncollectible accounts receivable are charges directly against operations when they are determined to be uncollectible. Use of this method does not result in a material difference from the valuation method required based on history of past write-offs and collections and current credit conditions. {11}------------------------------------------------ #### **NOTE 2: TRANSACTIONS WITH AFFILIATED ENTITY** The Firm has entered into an expense sharing agreement with an affiliated entity ( common ownership). Rent for the building they occupy is shared 50% for each entity. Rent expense for the year was \$929. #### **NOTE 3: INCOME TAX EXPENSE** The Firm as a single member Limited Liability Company has elected to be taxed as a sole proprietorship (Schedule C) on the member's personal tax return. Consequently, federal income taxes are not payable by, or provided for the Firm. Accounting principles generally accepted in the United State of America require the Firm to examine its tax positions for uncertain positions. Management is not aware of any tax positions that are more likely than not to change in the next twelve months or that would not sustain an examination by applicable taxing authorities. The firm's federal and state income tax returns for the years 2018 through 2021 are subject to examination by the applicable tax authorities, generally for three years alter the later of the original or extended due date. #### **NOTE 4: NET CAPITAL REQUIREMENTS** The Firm is required to maintain a minimum net capital under Rule 15c3-1 of the Securities and Exchange Commission. Net capital required under the rule is the greater of \$5,000 or 6 2/3 percent of the aggregate indebtedness of the Firm. At December 31, 2021, net capital as defined by the rules, equaled \$16,091, which was \$11,091 in excess of its required net capital of \$5,000 and \$10,091 in excess of its minimum net capital requirement. The ratio of aggregate indebtedness to net capital was 25.39%. #### **NOTE 5: FILING REQUIREMENTS** There were no liabilities subordinated to claims of creditors during the year ended December 31, 2021. Accordingly, no Statement of Changes in Liabilities Subordinated to Claims of Creditors has been included in these financial statements as required by rule 17a-5 of the Securities and Exchange Commission. #### **NOTE 6: COMMITMENTS AND CONTINGENCIES** Management has evaluated possible commitments and contingencies at December 31, 2021. They concluded that there were no commitments or contingencies that would require recognition in the financial statements or disclosure in the related notes to the financial statements. #### **NOTE 7: SUBSEQUENT EVENTS** The Firm's management has evaluated subsequent events through the date of this report and concluded that no subsequent events have occurred that would require recognition in the financial statements or disclosure in the related notes to the financial statements. {12}------------------------------------------------ # **INVESTSHARES,LLC SCHEDULE I: COMPUTATION OF NET CAPITAL UNDER SEC RULE 1Sc3-1 AS OF DECEMBER 31, 2021** ## **COMPUTATION OF NET CAPITAL** | Total ownership equity from Statement of Financial Condition | \$
17,449 | |----------------------------------------------------------------------|--------------| | less nonallowable assets from Statement of Financial Condition | (1,358) | | Net capital before haircuts on securities positions | 16,091 | | Haircuts on securities | | | Net Capital | \$
16,091 | | Aggregate Indebtedness | \$
4,086 | | Net capital required based on aggregate indebtedness (6-2/3%) | 273 | | COMPUTATION OF BASIC NET CAPITAL REQUIREMENTS | | | Minimum dollar net capital requirement of reporting broker or dealer | 5,000 | | Excess Net Capital | \$
11,091 | | COMPUTATION OF AGGREGATE INDEBTEDNESS | | | 10% of total aggregate indebteness
(A) | 409 | | 120% of minimum net capital requirement
(B) | 6,000 | | Net Capital less the greater of (A) or (B) | \$
10,091 | | Percentage of Aggregate Indebtedness to Net Capital | 25.39% | ### **FOCUS PART HA RECONCILIATION BETWEEN AUDITED AND UNAUDITED NET CAPITAL** As of December 31, 2021, there were no material differences between audited net capital above and the net capital as reported on Part IIA of the Firm's most recently filed FOCUS report. {13}------------------------------------------------ ### **COMPUTATION FOR DETERMINATION OF RESERVE REQUIREMENTS UNDER RULE SEC 1Sc3-3** The Firm is filing their Exemption Report relying Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5 because the Firm limits its business activities exclusively to effecting securities transactions via subscription on a subscritpion way basis where the funds are payable to the issuer or its agent and not to the Firm. In addition, the Firm did not directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers, other than money of (b )(2) of Rule 15c2-4 and/or funds received and promptly transmitted in compliance with paragraph (a) or (b)(2) of Rule 15c2-4 and/or funds received and transmitted for effecting transactions via subscriptions on a subscription way basis where the funds are payable to the issuer or its agent and not to the Firm; did not carry accounts of or for customers; and did not carry PAB accounts (as defined in Rule 15c3-3). {14}------------------------------------------------ ### **INFORMATION FOR POSSESSION OR CONTROL REQUIREMENTS UNDER SEC RULE 15c3-3** The Firm is filing their Exemption Report relying Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5 because the Firm limits its business activities exclusively to effecting securities transactions via subscription on a subscritpion way basis where the funds are payable to the issuer or its agent and not to the Firm. In addition, the Firm did not directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers, other than money of (b )(2) of Rule 15c2-4 and/or funds received and promptly transmitted in compliance with paragraph (a) or (b)(2) of Rule 15c2-4 and/or funds received and transmitted for effecting transactions via subscriptions on a subscription way basis where the funds are payable to the issuer or its agent and not to the Firm; did not carry accounts of or for customers; and did not carry PAB accounts (as defined in Rule 15c3-3). {15}------------------------------------------------ **THQMAS FAUST, CPA** Certified Public Accountant 174 Coldbrook ·et. ~yette. 111147\$00 7\$5~237•1!~85··•·ttiomasf®stcp!12@gr'1;1H,com ## **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** The Member lnvestShares, LLC I have reviewed management's statements, included in the accompanying Rule 15c3-3 Exemption Report pursuant to SEC Rule 17a-5, in which (1) lnvestShares, LLC (the Firm) did not claim an exemption under paragraph (k) of 17 C.F.R. §240.15c3-3, and (2) the Firm is filing this Exemption Report relying on Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5 because the Firm limits its business activities exclusively to 1) effecting securities transactions via subscriptions on a subscription way basis where the funds are payable to the issuer or its agent and not to the Firm. In addition, the Firm did 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 Rule 15c2-4 and/or funds received and promptly transmitted for effecting transactions via subscriptions on a subscription way basis where the funds are payable to the issuer or its agent and not to the Company; 2) did not carry accounts of or for customers; and did not carry PAB accounts (as defined in Rule 15c3-3) throughout the most recent fiscal year without exception. lnvestShares, LLC's management is responsible for compliance with exemption provisions and its statements. My review was conducted in accordance with the standards of the Public Firm Accounting Oversight Board (United States) and, accordingly, included inquiries and other required procedures to obtain evidence about lnvestShares, 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, I do not express such an opinion. Based on my review, I am 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 upon the Company's business activities contemplated by Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5, and related SEC Staff Frequently Asked Questions. Thomas Faust, CPA, LLC d/b/a Thomas Faust, CPA Lafayette, Indiana March 22, 2022 {16}------------------------------------------------ lnvestShares LlC 701 Brickell Ave SultelSSO Miami FL 33131 March 18, 2022 lnvestShares, LLC is a registered broker-dealer subject to Rule 17a-5 promulgated by the Securities and Exchange Commission (17 C.F.R. § 240.17a-5,"Reports to be made by certain brokers and dealers") This Exemption report was prepared as required by 17 C.F.R. § 240.17a-S(d)(l) and (4). To the best of Its knowledge and belief, states the following: - (1) lnvestShares, LLCdoes not claim an exemption under paragraph (k) of 17 C.f .R. §240.15c3-3, and - (2) lnvestShares, LLC is filing this Exemption Report relying on Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.f.R. § 240.17a-5 because the Firm limits its business activities exclusively to 1) effecting securities transactions via subscriptions on a subscription way basis where the funds are payable to the issuer or its agent and not to the Firm. In addition, the Firm did 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 compNance with paragraph (a) or (b)(2) of Rule 15c2-4 and/or funds received and promptly transmitted for effecting transactions via subscriptions on a subscription way basis where the funds are payable to the issuer or its agent and not to the Company; 2) did not carry accounts of or for customers; and did not carry PAB accounts (as defined In Rule 15c3-3). lnvestShares, UC has met these exemption provisions throughout the most recent fiscal year ended December 31, 2021 without exception. ~~ President and Chief Compliance Officer lnvestShares LLC Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.