# GPWA, LLC X-17A-5 (2020-03-02) — Broker-dealer annual report - Company: GPWA, LLC - Form: X-17A-5 - Filed: 2020-03-02 - Period: 2019-12-31 - Accession: 0001595343-20-000001 - CIK: 1595343 - File #: 8-69413 - Material weakness: No - Auditor: Knight Rolleri Sheppard CPAS, LLP - Auditor location: Fairfield, CT - Contact: Brian Cote - Phone: 615-424-2118 - Website: krscposllp.com - Signed by: Brian Cote (CEO) Original filing: https://www.sec.gov/Archives/edgar/data/1595343/000159534320000001/GPWAPublic2019.pdf --- {0}------------------------------------------------ #### GPWA,LLC Report Pursuant to Rule 17 a-5 of The Securities and Exchange Commission December 31, 2019 ![](_page_0_Picture_2.jpeg) {1}------------------------------------------------ **UNITED ST A TES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549** | 0MB APPROVAL | | | | | |---------------------------|-----------------|--|--|--| | 0MB Number: | 3235-0123 | | | | | Expires: | August 31, 2020 | | | | | Estimated average burden | | | | | | Hours per response 12.00 | | | | | 8- **69413** SEC FILE NUMBER # ANNUAL AUDITED REPORT FORM X-17A-5 PART Ill # **FACING PAGE** **Information Required of Brokers and Dealers Pursuant to Section 17 of the Securities Exchange Act Qf 1934 and Rule 17a-5 Thereunder** | 0_1_/0_1_/2_0_19 | AND ENDING | __
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_ | |------------------|------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------| | | | MM/00/YY | | | | OFFICIAL USE ONLY | | | | FIRM 1.0. NO. | | | | | | | | | | o. and Street) | | | | TN | | 37212 | | (State) | | (Zip Code) | | | | | | | | 615-424-4118 | | | | (Area Code - Telephone umber) | | | | | | | | | | | | | | | | | | | | 06824 | | (City) | (State) | (Zip Code) | | | | | | | | | | | | | | | | | | | | | | | | | | | ___
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Fairfield | ___
A. REGISTRANT IDENTIFICATION
ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use P.O. Box No.)
NAME AND TELEPHONE NUMBER OF PERSON TO CONTACT IN REGARD TO THIS REPORT
B. ACCOUNTANT IDENTIFCATION
INDEPENDENT PUBLIC ACCOUNT ANT whose opinion is contained in this Report*
CT
Accountant not resident in United States or any of its possessions.
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 240.17 a-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 currently valid 0MB control number.** {2}------------------------------------------------ #### **OATH OR AFFIRMATION** | Brian Cote
I, | , swear (or affirm) that, to the best of | |----------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------| | | my knowledge and belief the accompanying financial statement and supporting schedules pertaining to the firm of | | GPWA,LLC | ' as | | ------------------
of December 31 | -----
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, 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: | | | | | | | | | | | | | | | | | | | Title | | | | | | | | This report* * contains (check all applicable boxes):
[8J (a)
Facing page. | | | Statement of Financial Condition.
[8J (b) | | | D ( c)
Statement of Income (Loss). | | | Statement of Changes in Financial Condition.
□ (d)
D (e) | Statement of Changes in Stockholders' Equity or Partners' or Sole Proprietor's Capital. | | D (f) Statement of Changes in Liabilities Subordinated to Claims of Creditors. | | | D (g)
Computation of Net Capital. | | - D (h) Computation for Determination of Reserve RequJrements Pursuant to Rule l 5c3-3. - □ (i) Information Relating to the Possession or Control Requirements under Rule 15c3-3. - □ U) A Reconciliation, including appropriate explanation, of the Computation of Net Capital Under Rule 15c3-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. - [8J (1) 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).* {3}------------------------------------------------ #### **GPWA,LLC** #### **Table of Contents** | Report of Independent Registered Public Accounting Firm | | |---------------------------------------------------------|-----| | Statement of Financial Condition | 2 | | Notes to Financial Statements | 3-5 | {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) Knight • Rolieri • Sheppard, CPAS, LLP Michael J. Knight, CPA, CVA, CFE, ABV John M. Rolleri, CPA, CFE Ryan C. Sheppard, CPA, CFF #### **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To the Member ofGPWA, LLC #### **Opinion on the Financial Statement** We have audited the accompanying statement of financial condition of GPW A, LLC as of December 31, 2019, and the related notes ( collectively referred to as the "financial statement"). In our opinion, the statement of financial condition presents fairly, in all material respects, the financial position of GPW A, LLC as of December 31, 2019 in conformity with accounting principles generally accepted in the United States of America. #### **Basis for Opinion** This financial statement is the responsibility of GPWA, LLC's management. Our responsibility is to express an opinion on GPWA, LLC's 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 GPWA, 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 perfonn the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement, whether due to error or fraud. Our audit included perfonning 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 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. **KL>** *~~,,.4-~* / *l- t--/1* Knight Rolleri Sheppard CP AS, LLP We have served as GPW A, LLC 's auditor since 2015 . Fairfield, Connecticut February 25, 2020 > 1499 Post Road, Suite 040 • Fairfield, CT 06824 I 115 E. Putnam Avenue • Greenwich, CT 06830 p:203.259.2727 • f:203.256.2727 www.krscposllp.com American Institute of Certified Public Accountants • Connecticut Society of Certified Public Accountants New York State Society of Certified Public Accountants • Public Company Accounting Oversight Board {5}------------------------------------------------ # **GPWA,LLC Statement of Financial Condition December 31, 2019** | Assets | | |---------------------------------------|--------------| | Current assets | | | Cash and equivalents | \$
28,449 | | Accounts receivable | 51 ,819 | | Prepaid expenses | 2 952 | | Total current assets | 83,220 | | Property and equipment | | | Office automation equipment | 8,442 | | Accumulated depreciation | {7,230} | | Net property and equipment | 1,212 | | Total assets | \$
84 432 | | | | | Liabilities and Member's Equity | | | Current liabilities | | | Accounts payable | \$
10,740 | | Accrued liabilities | 13,511 | | Total current liabilities | 24,251 | | Member's equity | 60,181 | | Total liabilities and member's equity | \$
84,432 | | | | **See report of independent registered public accounting firm and notes to financial statements.** {6}------------------------------------------------ #### **GPWA,LLC Notes to Financial Statements December 31, 2019 (See Report of Independent Registered Public Accounting Firm)** # **NOTE 1** - **ORGANIZATION AND NATURE OF BUSINESS** GPWA, LLC (the "Company") is a registered broker-dealer with the Securities and Exchange Commission (SEC) and a member of the Financial Industry Regulatory Authority, Inc. (FINRA). The Company is an Tennessee based boutique brokerage & financial services firm. The Company received its FINRA approval for membership on November 18, 2014. The Company is exempt from Rule 15c3-3 of the SEC under paragraph (k)(2)(i) of that rule. The Company's sole member is Brian Cote. #### **NOTE 2** - **SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES** **Basis of accounting** - The Company maintains its books and records on the accrual basis of accounting for financial reporting purposes, which is in accordance with U.S. generally accepted accounting principles and is required by the SEC and FINRA. The financial statements include only the assets and liabilities of the Company and are not combined with the related companies. Regulatory requirements require that the brokerdealer of securities be reported separately. **Cash and equivalents** - For the purposes of the statement of cash flows, the Company considers cash in banks and all highly liquid debt instruments with maturity of three months or less to be cash equivalents. The Company maintains its cash in bank deposit accounts, which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash. **Revenue recognition** - Effective January 1, 2018, the Company adopted ASC Topic 606, Revenue from Contracts with Customers ("ASC Topic 606"). The new revenue recognition 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. The Company provides investment advisory services on a daily basis. The Company believes the performance obligation for providing advisory services is satisfied over time because the customer is receiving and consuming the benefits as they are provided by the Company. Fee arrangements are based on flat quarterly fee. Fees are received quarterly and are recognized as revenue at that time as they relate specifically to the services provided in that period, which are distinct from the services provided in other periods. The Company enters into arrangements with managed accounts or other pooled investment vehicles (funds) to distribute shares to investors. The Company may receive distribution fees paid by the fund up front, over time, upon the investor's exit from the fund (that is, a contingent deferred sales charge), or as a combination thereof. The Company believes that its performance obligation is the sale of securities to investors and as such this is fulfilled on the trade date. Any fixed amounts are recognized on the trade date and variable amounts are recognized to the extent it is probable that a significant revenue reversal will not occur once the uncertainty is resolved. For variable amounts, as the uncertainty is dependent on the value of the shares at future points in time as well as the length of time the investor remains in the fund, both of which are highly susceptible to factors outside the Company's influence, the Company does not believe that it can overcome this constraint until the market value of the fund and the investor activities are known, which are usually monthly or quarterly. Distribution fees recognized in the current period are primarily related to performance obligations that have been satisfied in prior periods. **Use of accounting estimates** - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of certain assets and liabilities and disclosures. Accordingly, the actual amounts could differ from those estimates. Any adjustments applied to the estimated amounts are recognized in the year in which such adjustments are determined. {7}------------------------------------------------ #### **GPWA,LLC Notes to Financial Statements December 31, 2019 (See Report of Independent Registered Public Accounting Firm)** **Accounts receivable** - Accounts receivables are carried at cost or have been written down to net realizable value. No allowance for uncollectable accounts is required at December 31 , 2019. Management evaluates each receivable on a case-by-case basis for collectability and they write the receivable down to net realizable value. **Property and equipment** - Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Asset lives are five years for office automation equipment. The Company follows the policy of capitalizing all major additions, renewals and betterments. Minor replacements, maintenance, and repairs are expensed currently. **Advertising** - The Company policy is to expense advertising as incurred. **Income taxes** -The Company is a limited liability company treated as a disregarded entity. Accordingly, in lieu of Federal and state income taxes, the member is taxed on their proportionate share of the Company's taxable income. Therefore, no provision or liability for Federal or state taxes has been included in these financial statements. The Company's sole member's tax return remains subject to examination by the appropriate taxing jurisdiction for tax years ending after December 31 , 2016. **Recent accounting pronouncements** -Effective January 1, 2018, the Company adopted ASU 2014-09, which provides guidance on the recognition of revenues from contracts and requires gross presentation of certain contract costs. This change was applied prospectively from January 1, 2018 and there was no impact on our previously presented results. The adoption of the new revenue standard resulted in no change to beginning member's equity. In February 2016, the FASB issued a new accounting pronouncement regarding lease accounting for reporting periods beginning after December 15, 2018. The Company has determined that the new lease accounting standard (ASC-842) does not apply to the Company. # **NOTE 3** - **CONCENTRATIONS AND CREDIT RISK** The Company is engaged in various trading and brokerage activities in which counterparties primarily include broker-dealers, banks, and other financial institutions. In the event counterparties do not fulfill their obligations, the Company may be exposed to risk. The risk of default depends on the creditworthiness of the counterparty or issuer of the instrument. It is the Company's policy to review, as necessary, the credit standing of each counterparty. For the year ended December 31 , 2019, the Company has one client generate more than 10% of total revenues. As of December 31 , 2019 the Company's cash in bank did not exceeds federally insured limits. # **NOTE 4** - **NET CAPITAL REQUIREMENT** The Company is subject to the SEC Uniform Net Capital Rule (Rule 15c3-1), which requires the maintenance of net capital and requires that the ratio of aggregate indebtedness to net capital, both as defined, shall not exceed 15 to 1. Rule l 5c3-1 also provides that equity capital may not be withdrawn or cash dividends paid if the resulting net capital; ratio would exceed 10 to 1. At December 31 , 2019, the Company had net capital of \$17,709, which was \$12,709 in excess of its required net capital of \$5,000. The Company's ratio of indebtedness to net capital was 136.94%. {8}------------------------------------------------ #### **GPWA,LLC Notes to Financial Statements December 31, 2019 (See Report of Independent Registered Public Accounting Firm)** # **NOTE 5** - **SUBSEQUENT EVENTS** In accordance with FASB Accounting Standards Codification 855, Subsequent Events, the Company has evaluated subsequent events to the Statement of Financial Position date of December 31 , 2019 through February 25, 2020, which is the date the financial statements were issued. Management has determined that there are no subsequent events that require disclosure. #### **NOTE 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 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. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.