# NEBARI SECURITIES, LLC X-17A-5 (2022-02-25) — Broker-dealer annual report - Company: NEBARI SECURITIES, LLC - Form: X-17A-5 - Filed: 2022-02-25 - Period: 2021-12-31 - Accession: 0001584977-22-000001 - CIK: 1584977 - File #: 8-69344 - Type: Broker-dealer - Material weakness: No - Auditor: OHAB AND COMPANY, PA - Auditor location: MAITLAND, FL - Contact: Dmitriy Rutitskiy - Phone: 2127514422 - Email: drutitskiy@dfppartners.com - Website: dfppartners.com - Signed by: Dmitriy Rutitskiy (CFO) Original filing: https://www.sec.gov/Archives/edgar/data/1584977/000158497722000001/NebariFS2021Public.pdf --- {0}------------------------------------------------ **UNITED STATES** OMB Number: 3235-0123 **SECURITIES AND EXCHANGE COMMISSION** Expires: October 31, 2023 **Washington, D.C. 20549** Estimated average burden OMB APPROVAL hours per response . . . 12.00 ## **ANNUAL AUDITED REPORT** SEC FILE NUMBER **FORM X-17A-5 8 - 69344 PART III** | er response 12.00 | |-------------------| | | | SEC FILE NUMBER | | 8 - 69344 | #### **FACING PAGE** **Information Required Pursuant to Rules 17a-5, 17a-12, and 18a-7 under the Securities Exchange Act of 1934** | REPORT FOR THE PERIOD BEGINNING | 01/01/2021 | AND ENDING | 12/31/2021 | | |---------------------------------------------------------------------------|------------------------------------------------------------|--------------------------------------------|------------|--| | | MM/DD/YYYY | | MM/DD/YYYY | | | | A. REGISTRANT IDENTIFICATION | | | | | NAME OF FIRM: | Nebari Securities, LLC | | | | | TYPE OF REGISTRANT (check all applicable boxes): | | | | | | ☐ Security-based swap dealer
X Broker-dealer | ☐ Major security-based swap participant | | | | | ☐ Check here if respondent is also an OTC derivatives dealer | | | | | | ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use P.O. Box No.) | | | | | | | 460 NE 28TH STREET UNIT LPH 4201 | | | | | | (No. and Street) | | | | | MIAMI | FL | | 33137 | | | (City) | (State) | | (Zip Code) | | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | | Dmitriy Rutitskiy | 212‐751‐4422 | drutitskiy@dfppartners.com | | | | (Name) | (Area Code -- Telephone No.) | (Email Address) | | | | | B. ACCOUNTANT IDENTIFICATION | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing* | | | | | | | OHAB AND COMPANY, PA | | | | | | (Name – if individual, state last, first, and middle name) | | | | | 100 E. SYBELIA AVENUE, SUITE 130 | MAITLAND | FL | 32751 | | | (Address) | (City) | (State) | (Zip Code) | | | 07/28/2004 | | 1839 | | | | (Date of Registration with PCAOB)(if applicable) | | (PCAOB Registration Number, if applicable) | | | | | FOR OFFICIAL USE ONLY | | | | | | | | | | *\*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-5(e)(1)(ii), if applicable.* *Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.* {1}------------------------------------------------ #### **OATH OR AFFIRMATION** Dmitriy Rutitskiy I, , swear (or affirm) that, to the best of my knowledge and belief, the financial report pertaining to | the firm of | Nebari Securities, LLC | , as of ______ | December 31, 2021 | |------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------|-------------------| | | is true and correct. I further swear (or affirm) that neither the company nor any partner, officer, director, or equivalent person, | | | | | as the case may be, has any proprietary interest in any account classified solely as that of a customer. | | | | | | | | | | | | | | | | | Signature | | | | | | | | | | CFO | | | | | Title | | Notary Public | | | | | | | | | | This filing** contains (check all applicable boxes): | | | | | x (a) Statement of financial condition. | | | | | | x (b) Notes to consolidated statement of financial condition. | | | | | (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). | | | | (d) Statement of cash flows. | | | | | | (e) Statement of changes in stockholders' or partners' or sole proprietor's equity. | | ` | | | (f) Statement of changes in liabilities subordinated to claims of creditors. | | | | (g) Notes to consolidated financial statements. | | | | | | (h) Computation of net capital under 17 CFR 240.15c3-1 or 17 CFR 240.18a-1, as applicable. | | | | | (i) Computation of tangible net worth under 17 CFR 240.18a-2. | | | | | (j) 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 240.18a-4, as applicable. | | | | | (l) Computation for Determination of PAB Requirements under Exhibit A to § 240.15c3-3.
(m) Information relating to possession or control requirements for customers under 17 CFR 240.15c3-3. | | | | | (n) Information relating to possession or control requirements for security-based swap customers under 17 CFR | | | | | 240.15c3-3(p)(2) or 17 CFR 240.18a-4, as applicable. | | | | | (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 240.18a-1, or 17 CFR 240.18a-2, as applicable, and the reserve requirements under 17 | | | | | CFR 240.15c3-3 or 17 CFR 240.18a-4, as applicable, if material differences exist, or a statement that no material differences | | | | exist. | | | | | | (p) Summary of financial data for subsidiaries not consolidated in the statement of financial condition. | | | | | x (q) Oath or affirmation in accordance with 17 CFR 240.17a-5, 17 CFR 240.17a-12, or 17 CFR 240.18a-7, as applicable. | | | | | (r) Compliance report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. | | | | | (s) Exemption report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. | | | | | x (t) Independent public accountant's report based on an examination of the statement of financial condition. | | | | | (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 240.18a-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 240.18a-7, as applicable. (w) Independent public accountant's report based on a review of the exemption report under 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. (x) Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.15c3-1e or 17 CFR 240.17a-12, as applicable. (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). (z) Other: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ *\*\*To request confidential treatment of certain portions of this filing, see 17 CFR 240.17a-5(e)(3) or 17 CFR 240.18a-7(d)(2), as* applicable. {2}------------------------------------------------ # **NEBARI SECURITIES LLC** ## **STATEMENT OF FINANCIAL CONDITION** **DECEMBER 31, 2021** {3}------------------------------------------------ ## **NEBARI SECURITIES LLC STATEMENT OF FINANCIAL CONDITION FOR THE YEAR ENDED DECEMBER 31, 2021** #### **TABLE OF CONTENTS** | Report of Independent Registered Public Accounting Firm | 1 | |---------------------------------------------------------|-----| | Statement of Financial Condition | 2 | | Notes to Statement of Financial Condition | 3-4 | {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) {5}------------------------------------------------ ## **NEBARI SECURITIES LLC STATEMENT OF FINANCIAL CONDITION DECEMBER 31, 2021** #### **ASSETS** | Cash and cash equivalents | \$
21,912 | |---------------------------------------|--------------| | Accounts Receivable | | | Prepaid Expenses | 6,520 | | CRD deposit | 5,066 | | Total assets | \$
33,498 | | LIABILITIES AND MEMBER'S EQUITY | | | Liabilities: | | | Accounts payable and accrued expenses | \$
5,155 | | Total liabilities | 5,155 | | Member's equity | 28,343 | | Total liabilities and member's equity | \$
33,498 | *The accompanying notes are an integral part of this financial statement.* {6}------------------------------------------------ ### **NEBARI SECURITIES LLC NOTES TO STATEMENT OF FINANCIAL CONDITION FOR THE YEAR ENDED DECEMBER 31, 2021** #### **1. ORGANIZATION AND NATURE OF BUSINESS** Nebari Securities LLC (the "Company") is a wholly owned subsidiary of Nebari Capital LLC, (the "Parent") formed in the state of Delaware on May 5, 2017. Exceed Securities LLC ("Exceed") was formed in the state of Delaware on August 6, 2013. Exceed was approved as a broker-dealer by the Securities and Exchange Commission (the "SEC") and the Financial Industry Regulatory Authority, Inc. ("FINRA") on May 6, 2014. On January 3, 2018, FINRA approved the acquisition of Exceed by Nebari Capital, LLC. Subsequently, on January 5, 2018, Nebari Securities, LLC, a Delaware limited liability company merged with the Company and the succeeding company changed its name to Nebari Securities, LLC. The Company primarily provides consulting services on mergers, acquisitions and private placements. ## **2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES** *Cash and cash equivalents* – Cash and cash equivalents are short-term, liquid investments with an original maturity of three months or less and are carried at cost, which approximates market value. *Income taxes* - The Company, with the consent of its member, elected to be taxed as a partnership under the Internal Revenue Code. All taxable income or loss flows through to the member. Accordingly, no income tax expense or liability is recorded in the accompanying financial statements. *Revenue recognition –* The Company recognizes revenues in accordance with Accounting Standards Codification ("ASC") Topic 606, "Revenue from Contracts with Customers". Fees from financial advisory assignments and underwriting revenues are recognized in accordance with the terms of the related investment banking and advisory service agreements. These agreements are generally recognized at the point in time that performance under the arrangement is completed (the closing date of the transaction) or the contract is canceled. Retainers and other fees received from customers prior to recognizing revenue are reflected as deferred liabilities. There are no unfulfilled performance obligations as of December 31, 2021. *Significant Judgments –* Revenue from contracts with customers includes fees from investment banking. The recognition and measurement of revenue is based on the assessment of individual contract terms. Significant judgment 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 the 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. *Fair value of financial instruments* – Cash, accounts payable and accrued expenses are recorded in the financial statements at cost, which approximates fair value because of the short-term maturity of those instruments. *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 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 results could differ from those estimates. {7}------------------------------------------------ ### **NEBARI SECURITIES LLC NOTES TO STATEMENT OF FINANCIAL CONDITION FOR THE YEAR ENDED DECEMBER 31, 2021** #### **3. RELATED PARTY TRANSACTIONS** The Company entered into an expense sharing agreement whereby some expenses are paid by the Parent and charged back to the Company. This amounted to \$12,420 made up exclusively of \$12,420 rental expenses for the year ended December 31, 2021. #### **4. CONCENTRATION OF BUSINESS AND CREDIT RISK** From time to time the Company may have cash deposits with its bank that exceed levels insured by the bank through FDIC. At December 31, 2021, the cash deposits did not exceed the FDIC limits. ### **5. NET CAPITAL REQUIREMENTS** The Company is subject to the Securities Exchange Act of 1934 uniform net capital rules that requires maintenance of a minimum net capital and requires that the ratio of aggregate indebtedness to net capital not exceed 1500%. As of December 31, 2021, the Company's net capital was \$16,757 as defined by the SEC, which was \$11,757 in excess of its minimum net capital requirement of \$5,000. The Company's percentage of aggregate indebtedness to net capital was approximately 31% versus the maximum allowable percentage of 1500%. ### **6. COMMITMENTS AND CONTINGENCIES** The company does not have any commitments, guarantees, or contingencies including arbitration or other litigation claims that may result in a loss or a future obligation. The company is not aware of any threats or other circumstances that may lead to the assertion of a claim at a future date. #### **7. ENTITY'S ABILITY TO CONTINUE AS A GOING CONCERN** The Company has a history of incurred recurring losses from operations, and has relied upon capital contributions from the Parent to fund operating activities. The Company's ability to continue as a going concern is dependent upon the continued financial support from the Parent. The Parent has indicated that it will provide additional capital as needed to sustain the Company one year from the date these financial statements are available to be issued. #### **8. SUBSEQUENT EVENTS** The Company has evaluated events and transactions occurring subsequent to December 31, 2021. Management believes that no material events or transactions have occurred since December 31, 2021 through the date of the filing of this report that requires recognition or disclosure in the financial statements or related notes. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.