# GPWA, LLC X-17A-5 (2023-03-21) — Broker-dealer annual report - Company: GPWA, LLC - Form: X-17A-5 - Filed: 2023-03-21 - Period: 2022-12-31 - Accession: 0001595343-23-000001 - CIK: 1595343 - File #: 8-69413 - Type: Broker-dealer - Material weakness: No - Auditor: Rolleri Sheppard CPAS, LLP - Auditor location: Fairfield, CT - Contact: Brian Cote - Phone: 615-424-2118 - Email: brian@gpwealthadvisors.com - Website: gpwealthadvisors.com - Signed by: Brian Cote (CEO) Original filing: https://www.sec.gov/Archives/edgar/data/1595343/000159534323000001/GPWAPublic22.pdf --- {0}------------------------------------------------ #### GPWA, LLC Report Pursuant to Rule 17a-5 of The Securities and Exchange Commission December 31, 2022 ![](_page_0_Picture_2.jpeg) {1}------------------------------------------------ UNITED STATES SECURfflES AND EXCHANGE COMMISSION Washington, D.C. 20549 **nue** ----- 0MB Number: 3235-0123 Expires: Oct. 31, 2023 Estimated average burden hours per response: 12 # **ANNUAL REPORTS FORM X-17A-S PART** Ill SEC FILE NUMBER 8-69413 **FACING PAGE** Information Required Pursuant to Rules 17a-S, 17a-12, and 18a-7 under the Securities Exchange Act of 1934 | FILING FOR THE PERIOD BEGINNING | ___
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121_3_1_/2_2 | | |---------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------|----------------------------|-----------------------------------------|--| | | MM/DD/VY | | MM/DD/VV | | | | A. REGISTRANT IDENTIFICATION | | | | | GPWA, LLC
NAME OF FIRM: | | | | | | TYPE OF REGISTRANT (check all applicable boxes):
Iii Broker-dealer
□ Check here If respondent Is also an OTC derivatives dealer | □ Security-based swap dealer | | □ Major security-based swap participant | | | ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) | | | | | | 2400 Barton Avenue | | | | | | | (No. and Street) | | | | | Nashville | TN | | 37212 | | | (City) | (State) | | (Zip Code) | | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | | Brian Cote | 615-424-2118 | brian@gpwealthadvisors.com | | | | (Name) | (Area Code -Telephone Number)
(Email Address) | | | | | | B. ACCOUNTANT IDENTIFICATION | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing•
Rolleri Sheppard, CPAS, LLP | | | | | | | (Name - if indlvldual, state last, first, and middle name) | | | | | 2150 Post Road, 5th Floor | Fairfield | CT | 06824 | | | (Address) | (City) | (State) | (Zip Code) | | | 03/04/2009 | | 3437 | | | | (Date of Re lstratlon with PCAOB if a llcable | | | PCAOB R lstration Number, If a llcable | | | | 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-S(e)(1)(1i), 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 valld 0MB control number. {2}------------------------------------------------ #### **OATH OR AFFIRMATION** | Brian Cote
I, | | swear (or affirm) that, to the best of my knowledge and belief, the | |--------------------------------------------------|--------------|-------------------------------------------------------------------------------------------------------------------------------------| | financial report pertaining to the firm of | GPWA LLC | as of | | December 31 | | 2 022. 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. | | | | | | | | | | | | | | | | | | Title: CEO | | | | | | | | | | | | | | | | | | This filing•• contains (check all applicable | | | | IXI (a) Statement of financial condition. | cc-.nm\ss\on | ~ | | (b) Notes to consolidated statement of
1K1 | -C.V'-,_ | | | D (c) Statement of income (loss) or, if the;~-i~ | -~ | -:r;,;~hensive income in the period(s) presented, a statement of | #### **This filing•• contains (check all applicable** - - - D (c) Statement of income (loss) or, if the;~-i~ -:r;,;~hensive income in the period(s) presented, a statement of comprehensive income (as defined in § 210.1-02 of Regulation **S-X).** - D (d) Statement of cash flows. - D (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. - D (h) Computation of net capital under 17 CFR 240.1Sc3-1 or 17 CFR 240.lBa-1, as applicable. - D (i) Computation of tangible net worth under 17 CFR 240.lSa-2. - 0 U) Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.1Sc3-3. - D (k) Computation for determination of security-based swap reserve requirements pursuant to Exhibit B to 17 CFR 240.1Sc3-3 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. - D (m) Information relating to possession or control requirements for customers under 17 CFR 240.1Sc3-3. - D (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.lBa-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 240.15c3-1, 17 CFR 240.lBa-1, or 17 CFR 240.lBa-2, as applicable, and the reserve requirements under 17 CFR 240.1Sc3-3 or 17 CFR 240.lBa-4, as applicable, if material differences exist, or a statement that no material differences exist. - D (p) Summary of financial data for subsidiaries not consolidated in the statement of financial condition. - IX] (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. - D (r) Compliance report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.lBa-7, as applicable. - D (s) Exemption report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.lBa-7, as applicable. - IXI (t) Independent public accountant's report based on an examination of the statement of financial condition. - 0 (u) Independent public accountant's report based on an examination of the financial report or financial statements under 17 CFR 240.17a-S, 17 CFR 240.lBa-7, or 17 CFR 240.17a-12, as applicable. - D (v) Independent public accountant's report based on an examination of certain statements in the compliance report under 17 CFR 240.17a-S or 17 CFR 240.lSa-7, as applicable. - D (w) Independent public accountant's report based on a review of the exemption report under 17 CFR 240.17a-S or 17 CFR 240.lBa-7, as applicable. - D (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: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \_ - - ••ro request confidential treatment of certain portions of this filing, see 17 CFR 240.17a-5(e}(3) or 17 CFR 240.1Ba-7(d}(2), as applicable. {3}------------------------------------------------ ![](_page_3_Picture_0.jpeg) {4}------------------------------------------------ ## GPWA, LLC ## Table of Contents | Report of Independent Registered Public Accounting Firm | | |---------------------------------------------------------|-----| | Statement of Financial Condition | | | Notes to Financial Statement | 3-4 | {5}------------------------------------------------ ![](_page_5_Picture_1.jpeg) #### **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 GPWA, LLC as of December 31 , 2022, and the related notes (collectively refen-ed to as the " financial statement"). In our opinion, the financial statement presents fairly, in all material respects, the financial position of GPWA, LLC as of December 31, 2022 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. federa l 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 statement is 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 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. *~~~c\_l(J* Rolleri & Sheppard CPAS, LLP We have served as GPWA, LLC's auditor since 20 15. Fairfield, Connecticut March 17, 2023 > 21-,u Pl.hi Road. ;th l"loor • FairliL•ld. C l 0682-1 p:203.259.2727 • l:203.256.272; \\\\ \\.nilk•ri,lwppankpas.com Ame1ic111 lnst ituteofCerrified Public Accountants• Connecticut Societ) of Certified Public Accountants Public Com pan~ Accounting Owrsight Board• Ne,\ York State Soril't} ofCcrtifil,d Public Accountanrs • Massachusetts Society ofCPAs {6}------------------------------------------------ ## GPWA, LLC Statement of Financial Condition December 31, 2022 | Assets | | | |----------------------|---|---------| | Current assets | | | | Cash and equivalents | S | 45,021 | | Accounts receivable | | 93,548 | | Prepaid expenses | | 5,983 | | Total assets | | 144,552 | | | | | | | | | Liabilities and Member's Equity | Current liabilities | | | |---------------------------------------|---|---------| | Accounts payable | S | 29,903 | | Accrued liabilities | | 16,358 | | Total current liabilities | | 46,261 | | Member's equity | | 98,291 | | Total liabilities and member's equity | | 144,552 | See report of independent registered public accounting firm and notes to financial statement. {7}------------------------------------------------ #### GPWA, LLC Notes to Financial Statement December 31, 2022 (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 amended its membership agreement with FINRA on June 8, 2021 and will not claim exemption from the provisions of Rule 15c3-3 of the SEC, in reliance on footnote 74 to SEC Release 34-70073. 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 -The Company adheres to ASC Topic 606, Revenue from Contracts with Customers ("ASC Topic 606"). The 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 billed in arrears. 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 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. {8}------------------------------------------------ #### GPWA, LLC Notes to Financial Statement December 31, 2022 (See Report of Independent Registered Public Accounting Firm) ### NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(CONTINUTED) 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, 2022. 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, 2019. ### 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. As of December 31, 2022 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 15c3-1 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, 2022, the Company had net capital of \$15,118, which was \$10,118 in excess of its required net capital of \$5,000. The Company's ratio of indebtedness to net capital was 306.00%. #### 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, 2022 through March 17, 2023, 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.