# AMBIT AMERICA INC. X-17A-5 (2022-06-07) — Broker-dealer annual report - Company: AMBIT AMERICA INC. - Form: X-17A-5 - Filed: 2022-06-07 - Period: 2022-03-31 - Accession: 0001624268-22-000005 - CIK: 1624268 - File #: 8-69555 - Type: Broker-dealer - Material weakness: No - Auditor: Raich Ende Malter & Co LLP - Auditor location: New York, NY - Contact: John Clarke Gray - Phone: 9172381263 - Email: clarke@taylorgrayllc.com - Website: taylorgrayllc.com - Signed by: John Clarke Gray (CFO) Original filing: https://www.sec.gov/Archives/edgar/data/1624268/000162426822000005/x17a5short.pdf --- {0}------------------------------------------------ | | | UNITED STATES | | | | | |------------------------------------------------------------------------------------------------------------|------------------------------------------------------------|------------------------|---------------------------------|--------------------------|----------------------------------------------------------------------------------|--| | | SECURmES AND EXCHANGE COMMISSION | | | | 0MB Number. 3235-0123 | | | PUBLIC | | Washington, D.C. 20549 | | | Expires: Oct. 31, 2023
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12 | | | | | ANNUAL REPORTS | | | SEC FILE NUMBER | | | | | FORM X-17A-5 | | 8-69728 | | | | | | PART Ill | | | | | | | | | | | | | | Information Required Pursuant to Rules 17a-s, 17a-12, and 18a-7 under the Securities Exchange Act of 1934 | | FACING PAGE | | | | | | FILING FOR THE PERIOD BEGINNING | ____ 0
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MM/00/YY | | | | MM/00/YY | | | | | | | | A. REGISTRANT IDENTIFICATION | | | | | | | | | | | | | | | NAME OF FIRM: Ambit America Inc | | | | | | | | | | | | | | | | TYPE OF REGISTRANT (check all applicable boxes): | | | | | | | | DBroker-dealer | □ Security-based swap dealer | | | | □ Major security-based swap participant | | | D Check here if respondent Is also an OTC derivatives dealer | | | | | | | | ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) | | | | | | | | ____ 370 Lexington Ave, Suite 803 | | | | | | | | | | (No. and Street) | | | | | | New York City | New York | | 10017 | | | | | (City) | | (State) | (Zip Code) | | | | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | | | | J. Clarke Gray | 917-238-1263 | | | Clarke@taylorgrayllc.com | | | | (Name) | (Area Code -Telephone Number) | | (Email Address) | | | | | | B. ACCOUNTANT IDENTIFICATION | | | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing*
Ralch, Ende, Malter & Co.,LLP | | | | | | | | | (Name - If individual, state last, first, and middle name) | | | | | | | 1375 Broadway | New York City | | New York | | 10018 | | | (Address) | (Caty) | | (State) | | (Zip Code) | | | | | | | 50 | | | | 6/23/2004 | | | | | | | | tration with PCAOB (if a | licable) | | PCAOB Registration Number, if a | | | | | (Date of Re | | FOR OFFICAL USE ONLY | | | Ucable) | | **0MB APPROVAL** Persons whQ are to respond to the coffectfon of fnformatfon contained In thrs form are not required *to* respond unless the form displays a currently valfd 0MB control number. {1}------------------------------------------------ #### **OATH OR AFFIRMATION** | -------------------~
J. Clarke Gray | | | |----------------------------------------|---------------------------------------------------------------------|--| | 1, | swear (or affirm) that, to the best of my knowledge and bellef, the | | | | | | | financial report pertaining to the firm of | Amblt America Inc | as of | |--------------------------------------------|-------------------|-------------------------------------------------------------------------------------------| | March 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. ![](_page_1_Figure_4.jpeg) #### 'fftjs fiu.-• **contains (check** all appllcable **boxes):** - 21". (a) Statement of ffnanclal condition. - ~ (b) Notes to consolidated statement of finandat-mndftfon. - D (c) Statement of Income (loss) or, if there is other comprehensive Income in the pericd(s) presented, a statement of comprehensive Income (as defined in § 210.1-02 of Regulatfon S-X}. - 0 (d) Statement of cash flows. - Q (e) Statement of changes in stodcholders' or partners' or sole proprietor's equity. - C (f) Statement of chan1es fn liabilities subordinated to dalms of creditors. - □ (g) Notes to consolidated financial statements. - □ (h) Computation of net capital under 17 CFR 240.15c3-1 or 17 CFR 240.lSa•l, as applicable. - □ (i) Computation of tangible net worth under 17 CFR 240.18a-2. - □ 0) Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.1Sc3-3. - □ (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.lla-4. as appRcable. - □ (I) Computation for Determination of PAB Requirements under Exhibit A to§ 240.1Sc3-3. - □ (m) Information relating to possession or control requirements for customers under 17 CFR 240.1Sc3-3. - □ (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. - □ (o) Recondffations, including appropriate explanations, of the FOCUS Report with computation of net capital or tangible net worth under 17 CFR 240.lSc:3•1, 17 CfR 240.lBa-1, or 17 CFR 240.188-2, as applicable. and the reserw requirements under 17 CFR 240.15c3-3 or 17 CFR 240.lBa-4, as appllcable, If materlal differences exist, or a statement that no material differences exist · - D (p) Summary of financial data for subsidiaries not consoHdated fn the statement of financial condition. - t!f (q) 0ath 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 appllcable. - 0 (s) Exemption report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.lSa-7, as appficable. - 0 (t) Independent publfc accountant's report based on an examination of the statement of financial condition. - O (u) Independent public accountant's report based on an examination of the financial report or finan~iat statem~n,s uo(Jer 1 "! CFR 240.17a-S, 17 CFR 240.18a-7, or 17 CFR 240.17a-12, as applicable. - O (V) Independent public accountant•s report based on an examination of certain statements In the complJance report under 17 CFR 240.17a-S or 17 CFR 240.188-7, as applicable. - □ (w) Independent public accountant's report based on a review of the exemptfon report under 17 CFR 240.17a-s or 17 CFR 240.18a-7, as appllcabfe. - □ (x) Supplemental reports on applying agreed-upon pruct!duu:s, in c1ccu1dd111.e with 17 CFR 240.15d·l4! ur 17 CFR 240.17a-12, as applicable. - □ (y) Report descrfbJns 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 e1dst, under 17 CFR 240.17a-12(k). □ (z)Other: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \_ - - ••ro request conj1dentla/ treatment of certain ponlons of this fl/Ing, see 1.7 CFR 240.1.7a-5{e}{3} or 17 CFR 24D.18a-7(d}{2}, as applicable. {2}------------------------------------------------ AMBIT AMERICA INC. STATEMENT OF FINANCIAL CONDITION (Filed Pursuant to Rule 17a-5(e)(3) Under the Securities Exchange Act of 1934) MARCH 31, 2022 As a public document {3}------------------------------------------------ ## **AMBIT AMERICA INC. CONTENTS** | Report of Independent Registered Public Accounting Firm | | |---------------------------------------------------------|-----| | Financial Statement | | | Statement of Financial Condition | 2 | | Notes to Financial Statement | 3-8 | {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) **1375 Broadw11y, 15th Floor New York. New York 10018** 212.?44. 4433 212.944.S404 llax) **cpa@rcm-co .com** #### **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To the Board of Directors and Shareholder of Ambit America Inc. New York, New York #### **Opinion on the Financial Statement** We have audited the accompanying statement of financial condition of Ambit America Inc. as of March 31 , 2022, and the related notes (collectively referred to as the "financial statement"). In our opinion, the financial statement presents fairly, in all material respects, the financial position of Ambit America Inc. as of March 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 Ambit America lnc.'s management. Our responsibility is to express an opinion on Ambit America lnc.'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 Ambit America Inc. 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 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 statement. 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 statement. We believe that our audit provides a reasonable basis for our opinion. #### **RAICH ENDE MALTER** & **CO. LLP** We have served as Ambit America lnc.'s auditor since 2017. New York, New York May 26, 2022 ![](_page_4_Picture_13.jpeg) Independent Acco111111119 Firm, {5}------------------------------------------------ #### AMBIT AMERICA INC. ST A TEMENT OF FINANCIAL CONDITION MARCH 31, 2022 | Assets | | |--------------------------------------------------------------------------------------------|-----------------| | Cash | \$
1,105,399 | | Due from Affiliate | 359,065 | | Property and Equipment (net of accumulated depreciation of \$8,983) | 2,238 | | Other Assets | 76,358 | | Total Assets | \$
1,543,060 | | Liabilities and Stockholder's Equity | | | Liabilities | | | Accounts Payable | \$
174,020 | | Total Liabilities | 174,020 | | Stockholder's Equity
Common stock -
\$100 par value, 20,000 shares authorized, 9,500 | | | shares, issued and outstanding | 950,000 | | Retained Earnings | 419,040 | | Total Stockholder's Equity | 1,369,040 | | Total Liabilities and Stockholder's Equity | \$
1,543,060 | The accompanying notes are an integral part of this financial statement. {6}------------------------------------------------ ## **1. Organization and nature of business** Ambit America Inc. (the "Company"), a wholly owned subsidiary of Ambit Private Limited (the "Parent"), is a broker-dealer registered with the Securities and Exchange Commission ("SEC") and is a member of the Financial Industry Regulatory Authority ("FINRA"). The Company's operations consist primarily of chaperoning trades executed on the Indian exchanges by its India affiliate, Ambit Capital Private Limited (the "Affiliate") under Rule l Sa-6 of the Securities Exchange Act. The Company also distributes research reports under the same Rule. The Company operates and conducts its business from its office in New York City. ## **2. Summary of significant accounting policies** ## *Basis of Presentation* The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP"). The functional currency of the Company is the U.S. Dollar. ## *Cash and Cash Equivalents* The Company considers all highly liquid investments purchased with an original maturity of three months or less, at the time of purchase, to be cash equivalents. At March 31, 2022, the Company did not have any cash equivalents. ## *Property and Equipment* Property and equipment are stated at cost less accumulated depreciation. The Company provides for depreciation using the straight-line method over the estimated useful lives for office equipment over two to five years, computers over three to six years, and furniture over ten years. ### *Income Taxes* The Company follows an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on the enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce the deferred income tax assets to the amount expected to be realized. At March 31, 2022, the company does not have any deferred tax assets or liabilities. {7}------------------------------------------------ # **2. Summary of significant accounting policies (continued)** ## *Income Taxes (continued)* The determination of the Company's provision for income taxes requires significant judgment, the use of estimates, and the interpretation and application of complex tax laws. Significant judgment is required in assessing the timing and amounts of deductible and taxable items and the probability of sustaining uncertain tax positions. The benefits of uncertain tax positions are recorded in the Company's financial statements only after determining a more-likely-than-not probability that the uncertain tax positions will withstand challenge, if any, from tax authorities. When facts and circumstances change, the Company reassesses these probabilities and records any changes in the financial statements as appropriate. Accrued interest and penalties related to income tax matters are classified as a component of income tax expense. In accordance with GAAP, the Company is required to determine whether a tax position of the Company is more-likely-than-not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. De-recognition of a tax benefit previously recognized could result in the Company recording a tax liability that would reduce stockholder's equity. This policy also provides guidance on thresholds, measurement, derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition that is intended to provide better financial statement comparability among different entities. Management's conclusions regarding this policy may be subject to review and adjustment at a later date based on factors including, but not limited to, on-going analyses of and changes to tax laws, regulations and interpretations thereof. The Company files its income tax returns in the U.S. federal and various state, local and foreign jurisdictions. Generally, the Company is no longer subject to income tax examinations by major taxing authorities for years before 2018. Any potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with U.S. federal,state, local and foreign tax laws. The Company's management does not expect that the total amount of unrecognized tax benefits will materially change over the next 12 months. ## *Use of Estimates* The preparation of financial statements in conformity with GAAP 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. {8}------------------------------------------------ # **2. Summary of significant accounting policies (continued)** ## *Leases* The Company has elected the package of practical expedients permitted in ASC Topic 842. Accordingly, the Company accounted for its existing operating lease as an operating lease under the new guidance, without reassessing (a) whether the contract contains a lease under ASC Topic 842, (b) whether classification of the operating lease would be different in accordance with ASC Topic 842, or (c) whether the unamortized initial direct costs before transition adjustments (as of March 31, 2020) would have met the definition of initial direct costs in ASC Topic 842 at lease commencement. The Company made a policy election to recognize short-term lease payments as an expense on a straight-line basis over the lease term. The Company determines if an arrangement is a lease at the inception of the contract. The Company's operating lease is included in Right of Use (ROU) assets. The operating ROU assets and lease liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date. As the Company's lease does not provide an implicit rate, the Company utilized an estimated incremental borrowing rate based on information available at commencement date in determining the estimated present value of future payments. The Company defines a short-term lease as a lease that, at the commencement date, has a lease term of 12 months or less and does not contain an option to purchase the underlying asset that the lease is reasonably certain to exercise. The Company elected to recognize short-term lease payments as an expense on a straight-line basis over the lease term. Related variable lease payments are recognized in the period in which the obligation is incurred. The Company's pre-existing lease terminated in March 2022 and provided for annual increases of 3 .25% in future minimum annual rental payments as scheduled in the lease. The Company's lease agreement contained related non-lease components (e.g., maintenance, insurance, etc.). The Company made separate lease components and non-lease components for all underlying asset classes. The Company entered into a new lease with We Works effective February 24, 2022 with a termination date of September 30, 2022. ## *Credit Losses* The Company complies with ASC Topic 326, Financial Instruments -Credit Losses ("ASC 326"). ASC 326 impacts the impairment model for certain financial assets by requiring a current expected credit loss ("CECL") methodology to estimate expected credit losses over the entire life of the financial asset. Under the accounting update, the Company has the ability to determine that there are no expected credit losses in certain circumstances ( e.g., based on the credit quality of the customer). The Company's facility service fee and research revenue are impacted by the guidance. {9}------------------------------------------------ ## **2. Summary of significant accounting policies** ( continued) ## *Paycheck Protection Program* The Company chose to account for the loan under F ASB ASC 4 70, Debt. No imputed interest was recorded as the below market interest rate applied to this loan is governmentally prescribed. See Note 8 regarding the forgiveness of the loan. ### **Related-party transactions** During the year, the Company received facility service fee revenue from the Affiliate for providing chaperoning services under Rule 1 Sa-6 of the Securities Exchange Act, 1934. As of March 31, 2022, the Company has a due from affiliate of \$359,065 which includes facility service fees. The Company and its Parent entered into an expense-sharing agreement which provides business support to the Company for services such as IT, human resources, legal, finance and accounting. As consideration for these services, the Company is charged a monthly fee by its Parent. The fee is based on the Parent company's costs to provide the services. The Parent has waived the payment of the service fee through and for the year ended March 31, 2022. ### **3. Exemption from Rule 15c3-3** The Company is exempt from the SEC Rule 15c3-3 pursuant to the exemptive provision under sub-paragraph (k)(2)(i), and therefore, is not required to maintain a "Special Reserve Bank Account for the Exclusive Benefit of Customers". #### **4. Net capital requirement** The Company is a member of FINRA, and is subject to the Securities and Exchange Commission's Net Capital Rule 15c3-l, which requires the maintenance of minimum net capital and requires that the ratio of aggregate indebtedness to net capital, both as defined, shall not exceed 15 to 1. At March 31, 2022 the Company had net capital of \$931,379, which exceeded the minimum requirement of \$250,000 by \$681,379. At March 31, 2022, the Company's ratio of aggregate indebtedness to net capital was .1868 to 1. #### **5. Commitments and contingencies** #### *Office lease* The Company's pre-existing lease for its office terminated in March 2022. As discussed in Note 2, the Company entered into a new lease with We Works effective February 24, 2022, which {10}------------------------------------------------ # **5. Commitments and contingencies( continued)** terminates September 30, 2022. # *Contingencies* The Company is subject to various regulatory examinations that arise in the ordinary course of business. In the opinion of management, results of these examinations will not materially affect the Company's financial position or results of operations. ## **6. Off-balance-sheet risk and concentrations of credit risk** From time to time, the Company maintains its cash in a financial institution that may exceed the Federal Deposit Insurance Corporation ("FDIC") coverage of \$250,000. The Company has not experienced any losses in such accounts and believes it is not subject to any significant credit risk on cash. The cash balances in excess of FDIC limit were \$855,533 as of March 31, 2022. ## 7. **Retirement Plans** The Company maintains a 40l(k) retirement plan (the "Plan") for the benefit of its eligible employees who can voluntarily participate. All employees are eligible to join the Plan upon the one-year anniversary of their date of hire and attaining the age of 21. Employees make contributions to the Plan in amounts based upon limits established by Sections 402(g) and 414(v) of the Internal Revenue Code. The Company contributes to the Plan by means of a 100% matching contribution up to 6% of the employee elective deferral. ## **8. Paycheck Protection Program Loan and COVID-19** The World Health Organization characterized the COVID-19 virus as a global pandemic on March 11, 2020. The duration and economic impact of this pandemic are uncertain. At this time, management is unable to quantify its potential effects on the operations and financial performance of the Company. In June of 2020, the Company obtained funding through the Small Business Administration ("SBA") Paycheck Protection Program ("PPP") of \$64,500. The loan was fully forgiven as the funds were used for payroll costs, interest on mortgages, rent, and utilities, with at least 60% being used for payroll. #### **9. Russia-Ukraine Conflict** U.S. and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the start of the military conflict between Russia and Ukraine. On {11}------------------------------------------------ ## **9. Russia-Ukraine Conflict(continued)** February 24, 2022, a full-scale military invasion of Ukraine by Russian troops was reported. Although the length and impact of the ongoing military conflict is highly unpredictable, the conflict in Ukraine could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain disruptions. The Company's management is continuing to monitor the situation in Ukraine and globally and assessing its potential impact on the Company's operations. #### **10. Subsequent Events** Management has evaluated the Company's events and transactions that occurred subsequent to March 31, 2022, through May 26, 2022, the date of issuance of this financial statement. There were no events or transactions that occurred during this period that materially impacted the amounts or disclosures in the Company's financial statement. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.