# PUBLIC BROKERS, LLC X-17A-5 (2022-03-16) — Broker-dealer annual report - Company: PUBLIC BROKERS, LLC - Form: X-17A-5 - Filed: 2022-03-16 - Period: 2021-12-31 - Accession: 0001559837-22-000001 - CIK: 1559837 - File #: 8-69181 - Type: Broker-dealer - Material weakness: No - Auditor: Jennifer Wray CPA PLLC - Auditor location: Sugar Land, TX - Contact: James Dowd - Phone: 415-315-9916 - Email: jdowd@publicbrokers.com - Website: publicbrokers.com - Signed by: James Dowd (CEO) Original filing: https://www.sec.gov/Archives/edgar/data/1559837/000155983722000001/PublicBrokersPublic21.pdf --- {0}------------------------------------------------ ## **UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington,** D.C. **20549** # **ANNUAL REPORTS FORM X-17A-5 PART Ill** | 0MB APPROVAL | | |--------------------------|--| | 0MB Number: 3235-0123 | | | E,cplres: Oct. 31, 2023 | | | Estimated average burden | | | hours per response: 12 | | | SEC FILE NUMBER | | |-----------------|--| | 8-69181 | | | | | ### FACING **PAGE** Information Required Pursuant to Rules 17a•S, 17a•12, and 18a-7 under the Securities Exchange Act of 1934 | | ___
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MM/DD/VY | AND ENDING | _
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MM/DD/VY | | | | A. REGISTRANT IDENTIFICATION | | | | | | | Public Brokers LLC
NAME OF FIRM: | | | | | | | TYPE OF REGISTRANT (check all applicable boxes):
il Broker-dealer
□ Check here If respondent Is also an OTC derivatives dealer | □ Security-based swap dealer | | D Major security-based swap participant | | | | ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) | | | | | | | 623 E Fort Union Blvd., Suite 101 | | | | | | | | (No. and Street) | | | | | | Salt Lake City | UT | | 84047 | | | | {City} | (State) | | (Zip Code) | | | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | | | James Dowd | 415-315-9916 | | jdowd@publicbrokers.com | | | | (Name) | (Area Code - Telephone Number) | | (Email Address) | | | | | B. ACCOUNTANT IDENTIFICATION | | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing* | | | | | | | Jennifer Wray CPA PLLC | | | | | | | | (Name - If individual, state last, first, and middle name) | | | | | | 800 Bonaventure Way, Suite 168 | Sugar Land | TX | 77479 | | | | (Address) | (City) | (State) | (Zip Code) | | | | 11/30/2016 | | 6328 | | | | | (Date of Registration with PCAOB)(if applicable) | | | (PCAOB Registration Number, If applicable) | | | | | FOR OFFICIAL USE ONLY | | | | | • Claims for exemptlon from the requirement that the annual reports be covered by the reports of an independent public accountant must be supported by a statement of facts and circumstances relied on as the basis of the exemption. See 17 CFR 240.17a•S(e)(l)(li), if applicable. Persons who are to respond to the collection of Information contained In this form are not required to respond unless the fonn displays a airrently valid 0MB control number. {1}------------------------------------------------ ### OATH **OR AFFIRMATION** | James Dowd
1, | swear (or affirm) that, to the best of my knowledge and belief, the | | |--------------------------------------------|------------------------------------------------------------------------------------------|---------| | fimmtial report: pertaining to the firm of | Public Brokers, LLC | . as of | | December 31 | 2 021 • is trueang correct I further swear (or affirm) that ne.ither the company nor any | | | | | | partner, officer, director, or equiyalent person, as the c~se may be, has any proprietary interest in any account classified solely *as* thatofa tQstorner. ![](_page_1_Figure_3.jpeg) Title: CEO . \ ### This filing\*\* contains (check all applicable boxes): - r&] {a} Statement of ,financial condition. - 00 (b) Notes to consolidated statement of fjnandal condltion. - 0 ft) Statement of income (loss) -0r, if there is other comprehensive income in the p.eriod(s) presented, .a statement of comprehensive income (as defined in§ 210.1-02 of Regulatfo.n 5-X). - 0 {d)S.tatementofcash flows. - 0 {el Statement of changes in stockholders' or partners· or sole proprietor's equity. - 0 {f) Statement ofchanges in liabilities subordinated to claims of creditors. - 0 (g) Notes to conso!idat~d financial statements. - 0 (h} Computatli:.in ofnet capital under 17 CFR 240.1Sc3•1 or 17 CFR 240,.18'a-1, as appl1cable. - [) li} Computation of tangible net worth under 17 -CFR 240.18a-2. - O {iJ Computation .for determination •of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.1Sc3•3, - O (k} Comput,;1ti.on for .determination ofsecurity-based swap reserve requirements pursuant to Exhibit S to 17 CFR 240.1Sc3-3 or Exhibit A to 17 CH\ 240.1Sa•4, as applicable. - D (I) Computation for Determination of PAS Requirements under Exhibit A to § 240.15c3-3. - 0 (m} Information refating to possession or control requirements for customers under 17 CFR 240.15c3-3. - 0 (n) Information relating to possession or control requirements for security-based swap customers under 17 CFR 240;1Sc3·3(p){2) or 17 CFR 240,18a-4, as applicable. - 0 {o) Reconciliations, including appropriate explanations, of the FOCUS Report with computation of net capital or tangible net worth under 17 CFR 240.1Sc3-1, 17 CFR 240.18a-1, or 17 CFR 240.lSa-2, as appli.cabl.e, and the reserve requirements under 17 CFR 240.1Sc3·3 or 17 CFR 240.18a•4, as appllcab!e, if material differences exist, or a statement that no m;;terial differences exist. - □ {p) Summary ofiinandal data for subsidiaries not co.nsolidated in the ~tatement of financial condition. - 1Xl (q) Oath or affirmation ln accordam:e with 17 CfR 240.17a,S, 17 CFR 240.17a-12, or 17 CFR 240.18a-7, as applicable. - 0 (r) Compliance report ln accordance with 17 CFR 240.17a-S or 17 CFR 240.18a-7, as app!lcable. - [) ts} Exemption report in actordance with 17 CFR 240.17a•S or 17 CFR 240.18a-7, as applicable. - 1Xl ('t) Independent public.accountant's report based on an examination of the statement ofilnancia! condition. - 0 (u) Independent public accountant's report based on an examination of the financial repo.rt or financlal statements under 17 CFR240.17a•5, 17 CFR 240.l8a-7, or 17CFR 240.17a•12, as applicable. - 0 M Independent publlc accountant's (eportb.ased.on an examination of certain statements in the compliance report under 17 CFR 240.17a•S or 17 CFR 240.18a.·7, as applicable, - 0 (w) Independent public accountant's repo.rt based on a revlew of the exemption report under 17 CFR 240.17a-5 or 17 CFR 240 .1Sa• 7, as applicable. - D **(x)** Sutrplemental reports on applying ~greed-upon procedures, in accordance with 17 CFR 240.J.5c3•le or .1 7 CFR 240.17a 012, as ap.plicable. - 0 { y} Report. describing anymateria! inadequacies found to exist or found to have existed since the date of the previous audit, or a statement that no material inadequacies exist, underl7 CFR 240.17a-.12{k). 0 (:)Other: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \_ - - \*\*To request cotifidential treatment of certain por~ons of this filing, see 17 CfR 240.17r;-5(e](3} ar 17 CFR .Z40,18a-7(d)(2), as applicable, {2}------------------------------------------------ # PUBLIC **BROKERS** LLC # STATEMENT OF FINANCIAL CONDITION **AND REPORT** OF **INDEPENDENT** REGISTERED **PUBLIC** ACCOUNTING **FIRM** # **DECEMBER** 31, 2021 *SEC I.D. No. B-69181* {3}------------------------------------------------ # **PUBLIC BROKERS LLC** ## **FINANCIAL STATEMENT** # **DECEMBER 31, 2021** # **Contents** | Facing Page and Oath or Affirmation | | |-------------------------------------------------------------------|----------| | Report of Independent Registered Public Accounting Firm | 1 | | Financial Statement | | | Statement of Financial Condition
Notes to Financial Statements | 2
3-6 | {4}------------------------------------------------ # **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To the member of Public Brokers, LLC # **Opinion on the Financial Statements** We have audited the accompanying statement of financial condition of Public Brokers, LLC as of December 31, 2021 , the related statements of income, changes in member's equity, and cash flows for the year ended December 31, 2021 , and the related notes and schedules. In our opinion, the financial statements present fairly, in all material respects, the financial position of Public Brokers, LLC as of December 31 , 2021 and the results of its operations and its cash flows for the year ended December 31 , 2021 in conformity with accounting principles generally accepted in the United States of America. # **Basis for Opinion** These financial statements are the responsibility of Public Brokers, LLC's management. Our responsibility is to express an opinion on Public Brokers, LLC 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 Public Brokers, LLC in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are 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 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. 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. # **Auditor's Report on Supplemental Information** The supplementary information contained in Schedules I, II and Ill have been subjected to audit procedures performed in conjunction with the audit of Public Brokers, LLC financial statements. The supplemental information is the responsibility of Public Brokers, LLC management. Our 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 our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with 17 C.F.R. §240.1 ?a-5. In our opinion, the Supplementary schedule is fairly stated, in all material respects, in relation to the financial statements as a whole. · Jennifer Wray CPA PLLC We have served as Public Brokers, LLC's auditor since 2019. Sugar Land, Texas March 15, 2022 {5}------------------------------------------------ ### **PUBLIC BROKERS LLC** ### **STATEMENT OF FINANCIAL CONDITION** # **December 31, 2021** | Assets
Cash and cash equivalents
Note receivable
Other current assets
Total assets | \$
\$ | 56,205
1,026,375
10 736
1,093,316 | |------------------------------------------------------------------------------------------------|----------|--------------------------------------------| | Liabilities and members' equity
Liabilities:
Due to affiliates | \$ | 8,566 | | Members' equity
Total liabilities and members' equity | \$ | 1,084,750
1,093,316 | {6}------------------------------------------------ #### **NOTE 1: Organization and Nature of Business** Public Brokers, LLC (the "Company") is a Delaware limited liability company located in Salt Lake City, Utah. The Company is a registered broker-dealer with the Securities and Exchange Commission ("SEC"), and a member of the Financial Industry Regulatory Authority ("FINRA"), effective August 29, 2013. On December 10, 2018 the Company's shareholders entered a Membership Interest Purchase Agreement with North Capital Investment Technology, Inc. ("NCIT") to sell all of the membership interest of the Company to NCIT. The transaction received FINRA approval under Rule 1017 application on May 1, 2019. The Company changed names from Cedarbridge Securities, LLC as a part of the transaction. On February 4, 2021, the Company entered into a Membership Interest Purchase Agreement with Finitive Holdings, Inc. to sell all of the membership interest of the Company to Finitive Holdings, Inc. The agreement stipulated a transfer of 20% of the membership interest within five days of the date of the agreement and the remaining 80% upon receiving approval from FINRA under Rule 1017 application. The transaction is pending FINRA approval. #### **NOTE 2: Significant Accounting Policies** # **Basis of Presentation** The Company maintains its books and records and prepares its financial statements on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America ("GAAP"). ### **Revenue Recognition** Effective January 1, 2018, the Company adopted ASC Topic 606, Revenue from Contracts with Customers ("ASC Topic 606"). The new revenue recogn.ition guidance requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. # **Use of Estimates** The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management of the Company to make estimates and assumptions that affect certain reported amounts and disclosures. Management believes that the estimates utilized in preparing its financial statements are reasonable and prudent; however, actual results could differ from those estimates. {7}------------------------------------------------ #### **NOTE 2: Significant Accounting Policies (cont.)** ### **Cash and Cash Equivalents** All unrestricted highly liquid investments with initial or remaining maturities of less than 90 days at the time of purchase are considered cash and cash equivalents. The Company's cash is held by major financial institutions. At times, such amount may exceed the Federal Deposit Insurance Corporation ("FDIC") limit of \$250,000. At December 31, 2021, the Company did not exceed the limit. At December 31, 2021, the Company did not have any cash equivalents. ## **Income Taxes** The company operates as a limited liability company for tax purposes and files as a partnership. All income and losses are reported by the members on the partnership tax return. Therefore, all income taxes are the responsibility of the members based on their percentages according to the operating agreement. Income taxes are accounted for under Accounting Standards Codification ("ASC") 740, *Income Taxes,* ("ASC 740"). Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. To the extent that it is more likely than not that deferred tax assets will not be recognized, a valuation allowance would be established to offset their benefit. The Company member's tax returns remain subject to examination by the appropriate taxing jurisdiction for tax years ending after December 31, 2018. # **Fair Value of Financial Instruments** The Company estimates that the fair value of financial instruments recognized on the statement of financial condition approximates their carrying vc2lue, as such financial instruments are short term in nature. Other assets and liabilities with short and intermediate-term maturities and defined settlement amounts, including receivables, payables, and accrued expenses are reported at their contractual amounts, which approximate fair value. {8}------------------------------------------------ #### **NOTE 3: Regulatory requirements** The Company, as a registered broker-dealer in securities, is subject to the Securities and Exchange Commission Uniform Net Capital Rule (Rule lSc-3-1). The Company has elected to operate under that portion of the Rule which requires that the Company maintain "net capital" equal to the greater of \$5,000 or 6 2/3% of "aggregate indebtedness," as those terms are defined in the Rule. At December 31, 2021, the Company had net capital of \$47,639, which was \$42,639 in excess of regulatory requirement net capital of \$5,000. At December 31, 2021, the Company had a net capital ratio was 0.18 to 1. Advances to affiliates, contributions, distributions and other withdrawals are subject to certain notification and other requirements of Rule 15c3-1 and other regulatory bodies. On November 12, 2020, the Company amended its Membership Agreement with FINRA as a Broker Dealer to no longer claim exemption (k)(2)(i) from SEC Rule 15c3-3 and instead will not claim exemption in reliance of footnote 74 to SEC Release 34-70073. #### **NOTE 4: Commitment and Contingencies** The Company has no commitments or contingencies as of December 31, 2021. #### **NOTE 5: Related Party** The Company previously entered into an expense sharing agreement with its sole member, NCIT and affiliates North Capital, Inc. and North Capital Private Securities Corporation, together "North Capital", in which North Capital provides office, compensation and additional services in exchange for reimbursement of a specified percentage of such office, compensation and additional services. This agreement was terminated in January 2021. For the year ended December 31, 2021, the Company incurred expenses of \$3,782 related to this agreement, which includes employee compensation, rent and other office expenses paid on the Company's behalf. #### **NOTE 6: Note Receivable - Related Party** On September 23, 2021, the Company entered into a note receivable with Finitive LLC with a principal amount of \$1,020,000 for a term of 10 years with an interest rate of 2.25% per annum. Accrued interest and aggregate unpaid principal shall be due and payable on maturity date with an ·optional prepayment before maturity date. {9}------------------------------------------------ #### **NOTE 7: Subsequent Events** We have evaluated all events or transactions that occurred from December 31, 2021 through March 15, 2022 the date our financial statements were available to be issued. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.