# CERES SECURITIES, LLC X-17A-5/A (2021-02-25) — Broker-dealer annual report - Company: CERES SECURITIES, LLC - Form: X-17A-5/A - Filed: 2021-02-25 - Period: 2020-12-31 - Accession: 0001645711-21-000003 - CIK: 1645711 - File #: 8-69637 - Material weakness: No - Auditor: Stickley, Larry A - Auditor location: South Bend, IN - Contact: Steven L Cardinal - Phone: 574-367-4530 - Signed by: Steven L Cardinal (President / CFO / CCO) Original filing: https://www.sec.gov/Archives/edgar/data/1645711/000164571121000003/CS_X17A5_Annual_Report.pdf --- {0}------------------------------------------------ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ### **ANNUAL AUDITED REPORT FORM X-17A-5 PART Ill** | | 0MB APPROVAL | | |------------|--------------|--------------------------| | 0MB Number | | 3235-0123 | | Expires. | | October 31 2023 | | | | Estimated average burden | | hours | | 12.00 | | | | | | SEC FILE NUMBER | | |-----------------|--| | e-69637 | | FACING PAGE Information Required of Brokers and Dealers Pursuant to Section 17 of te Securities Exchange Aet of 1934 and Rule 17a-5 Thereunder | | | 1934 and Rule 17a-5 Thereunder | | | |-----------------------------------------------------------------------|----------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------|--| | so 91/0129_wo | | | | | | MM/DD/YY | | ns 12812°_
MM/DD/YY | | | | | | | | | | NAME OF BROKER -DEALER. Ceres Securities, LLC | | | OFFICIAL USE ONLY | | | ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use P.0. Box No.) | | | FIRM ID. NO. | | | | | | | | | (No. ad Stee) | | | | | | | | | | | | (State) | | (Zip Code) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 46530 | | | | | | | | | Accountant not resident in United States or any of
its possessions | | | | | | | | | | | | FOR OFFICIAL USE ONLY | | | | | | | Indiana
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Granger | A. REGISTRANT IDENTIFICATION
B. ACCOUNTANT IDENTIFICATION
INDEPENDENT PUBLIC ACCOUNTANT whose opinion is contained in this Report
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Indiana
(State) | 46617
HONE NUMBER OF PERSON TO CONTACT IN REGARD TO THIS REPORT
5743674530
Please see enclosed Exemption Report | | *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 ad circumstances relied on as the basis for the exemption. See Section 240.7a-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, SEC 1410 (11-05) {1}------------------------------------------------ #### OATH OR AFFIRMATION | | g | |----------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | _9sessse | | | OATH OR AFFIRMATION | | t_ Steven L Cardinal
my knowledge and belief the accompanying | swear (or affirm) that, to the best of
a
ncial statement and supporting schedules pertaining to the firm of | | | fm | | e
December 31gt | e
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are true and correct. I further swear (or affine)
either the company nor any partner, proprietor, principal officer or director has any proprietary | | | | | | | | | | | | Signature | | | cco
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Statement of Financial Condition | c) Statement of Income (Loss) or, if there is other comprehensive income
in the period(s) presented, a Statement | | (d) Srterr•:,11 ofCJ,ang,:s ,n F,na,ial Coodilioo | of Comprehensive Income (as defined in \$210.1.02 of Reglatio
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Statement of Changes
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( | (e) Statement of Changes in Stockholders Equity or Partners' or Sole Proprietors' Capital
in Liabilities Subordinated to Clams of Creditors. | | (i:) Comput.lll.i<>n of Nct Capital
(h) Computation for | Determination of Reserve Requirements Pursuant to Rule I5c3-J | | �
[J | (i) Information Relating to th¢ Possession or Control Requirements Under Rule I5e3-3
AReconciliation, including appropriate explanation of the Computation of Net Capital Under Rule
15e3-1 and the | | ( | Computation for Detenrination of the Reserve Requirements Under Exhibit A of Rufe
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consolidation | | | {l) An Oath or Affumat,on.
(m) A copy of the SIPC Supplemental Report. | do
k) AReconciliation between the audited and unaudited Statements of Financial Condition with respect to methods of | | (n)
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roe conditions of confident | report describing any material inadequacies found to exist or found to have existed since the date of the previous audit
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ing, see section 240./7
ial treatment of certain portions of this fil
(e)(3) | {2}------------------------------------------------ # Ceres Securities LLC Financial Statements as of and for the Year Ended December 31, 2020 {3}------------------------------------------------ ### Ceres Securities LLC Statement of Financial Condition For the Period Ended December 31, 2020 | ASSETS | | | |----------------------------------------------|-------------|--------| | Cash and cash equivalents | \$ | 66.014 | | Receivable from brokers or dealers | | | | Property and equipment, net | | | | Goodwill and intangile assets, net | | | | Other assets | | | | TOTAL ASSETS | | | | LIABILITIES & EQUITY | | | | Liabilities | | | | Accounts payable | \$ | | | Accrued compensation and commissions payable | | | | Accrued interest | | | | Accrued management fees | | | | Accrued real estate taxes | | | | Other liabilities | | | | Total Liabilities | | | | Equity | | | | Members equity | | 100 | | Additional paid in capital | 2,805,702 | | | Retained Earnings | (2,739,788) | | | Total Equity | | 66,044 | | TO'TALLIABILITIES & EOUITy | \$ | 66,014 | | | | | {4}------------------------------------------------ ### Ceres Securities LLC Statement of Income For the Period Ended December 31, 2020 | Income | | | | |---------------------------------|---------------|--|--| | Sales income | 255,267
\$ | | | | t
Total ino
e | 255,261 | | | | Operating expenses | | | | | Salaries and wages | 319,835 | | | | Sales commissions | 47,545 | | | | Payroll taxes | 332,391 | | | | Employee benefits | | | | | Travel, meals and entertainment | 412
2, | | | | Total operating expenses | 801,183 | | | | Other expenses | | | | | Legal and accounting | 6.321 | | | | Marketing | | | | | Rent | 35,064 | | | | Telephone | 348 | | | | Utilities | 68
1 | | | | Insurance | 2,044 | | | | Regulatory fees | 15,060 | | | | Total other expenses | 59,005 | | | | Total expenses | 861,188 | | | | Net income (loss) | (60,2T
' | | | {5}------------------------------------------------ ### Ceres Securities LLC Statement of Cash Flows For the Period Ended December 31, 2020 | Net income from operations | \$
(605,921 | |------------------------------------------|----------------| | Add back non-cash expenses | | | Depreciation and mamortization | | | Net cash flow from operations | (60s,92n | | Sources (uses) of cash | | | Accounts receivable | | | Liabilities | | | Other assets | | | Total sources (uses) of cash | | | Net cash flow from operating activities | (605,921) | | Cash flow from investing activities: | | | Fixed Assets (Addition) Disposition | | | Net cash flow from investing acitivities | | | Cash flow from financing activities: | | | Loan proceeds | | | Principle payments on notes | | | Capital stock | | | Paid-in capital | 630,726 | | Dividends paid | | | Retained earnings | | | Net cash flow from financing activities | | | Net increase (decrease) in cash | 24,805 | | Cash at beginning of period | 41,209 | | Cash and equivalents at end of period | \$ | {6}------------------------------------------------ ### **Ceres Securities LLC Statement of Changes in Equity For the Period Ended December 31, 2020** | | Members equity | Additional paid-
in capita | Retained
ar
ngs
e | Total | |-----------------------------------------|----------------|-------------------------------|----------------------------|-----------| | Balance at January I, 2020 | \$
100 | \$
2,174,976 | \$
0,133,867) \$ | 41,209 | | r
Net income (loss) fo
the period | | | (605,921) | (605,921) | | Capital contributions | | 595,146 | | 595,146 | | Members shared expenses agreement | | 35,580 | | 35,580 | | Balance at December 31, 2020 | \$
100 | \$
2,805,702 | \$
(2,739,788) \$ | 66.014 | {7}------------------------------------------------ ### Ceres Securities LLC Statement of Changes in Liabilities Subordinated to Claims of General Creditors For the Period Ended December 31, 2020 Balance at January I, 2020 Additions Deductions Balance at December 31. 2020 {8}------------------------------------------------ ### Ceres Securities LLC Computation of Net Capital Computation for Determination of Reserve Requirements Reconcilement of of Computation of NC and Determination of RR For the Period Ended December 31, 2020 #### Computation of Net Capita | Total Assets | \$ | 66.014 | |-------------------------|----|--------| | Less Illiquid Ase\$ | \$ | | | Less NonAllowable Asets | \$ | | | Total | \$ | | | Net Capital | 5 | Gs.0ii | | | \$
5000 | | | |--------------------------------------------|--------------|--|--| | | Sood | | | | | | | | | oeilent
of oCopot.tie of Net
Capital | | | | | | \$
86,014 | | | | | | | | #### footnotes No material differences exists between the financial statement computations of Net Capital and the computations included in the companies cooresponding formX-17A-*5* PART ILA filing as of December 31st, 2020 {9}------------------------------------------------ ### Ceres Securities, LLC Notes to Statement of Financial Condition For the Period Ended December 31, 2020 #### General and Summary of Significant Account Policies #### Description of Business Ceres Securities ttC (the Firm")is a Limited Liability Company formed on May *20",* 2015 with the Secretary of State in Delaware The firm is wholly owned subsidiary of Ceres Partners LL€, the sole member, Ceres Partners makes capital contributions to the firm, and in addition, has an expense sharing agreement to cover operating expenses such as rent and utilities. The Office of Supervisory Jurisdiction is located at 806 Howard Street, Ste 200 in South Bend, Indiana The firm is a registered broker dealer with the Securities £change Commission (SEC) and a member of NRA Steve Cardinal serves as the Firms President, Managing Director, General Securities Principal, Chief Compliance Officer, and fi09 Barbara Keady supervises the Hingham, MA branch The firm serves as a Placement Agent to the single issuer fund, Ceres Farms, LLC. Ceres Securities and the fund only engage with sophisticated and accredited investors. #### Basis of Presentation The statement of financial condition is prepared in accordance with accounting principals generally accepted in the United States *of America* #### Cash and Cash Equivalents The firm holds multiple deposit accounts that are iooediately liquid ### none Take\$ he firm has a single member LLC, and as such, is not responsible for income tax. Income or loss attributed to the Firm is passed through the sole member in accordance with FAS8 topic 740. #### Regulatory Requirements During the reporting period, Ceres Securities limited its business activities to soliciting subscriptions for investments in Ceres Farms, a private fund. Over this period the fem (1) did not directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers, other than money or other consideration received and promptly transmitted in compliance with paragraph (a) or (b)42) of Rule 15a2-4; (2} did not carry accounts of or for customers; and (3) did not carry pA8 accounts (as defied in Rule 16c3- 3) The Firm is exempt from the requirement that this annual report be covered by the opinion of an independent public accountant based on the following facts: (1) the Firm's business is limited to acting as a broker (agent) for a single issuer, Ceres Farms, in soliciting subscriptions for securities of the issuer; (2] the Firm does not receive or hold customer funds or securities because all funds and securities were transmitted directly between investors and the issuer; accordingly the rm ensures that all funds art promptly transmitted to the issuer and all securities are promptly delivered to the subscribers in connection with any transaction, and (3)the firm does not otherwise held funds or securities for or owe money or securities to customers. (Rule 17a-5(e(1)(4A).) No material difference exists between the financial statement computations of Net Capital and the computations included in the companies corresponding formX-17a-5 PART la filing as of December 31, 2020 #### Subsequent Events Management has reviewed subsequent events and found that there are no material subsequent events that would require recognition or disclosure in the notes to the financial condition {10}------------------------------------------------ ### Duly Authorized Officer Affirmation Pursuant to Rule 17a-5 under the Securities Exchange Act of 1934 December 31, 2020 Ceres Securities, LLC (the Company")is a registered broker-dealer subject to Rule 17a-5 promulgated by the Securities and Exchange Commission 17CFR.8240.17a-5, "Reports to be made by certain brokers and dealers" This Duly Authorized Officer Affirmation was prepared as required by under 17CF.R. \$ 240.17a-5(e)(1) and (2). To the best of its knowledge and belief, the Company states the following. The financial report is true and correct Neither the broker or dealer, nor any partner, officer, director, or equivalent person, as the case may be, has any proprietary interest in any account classified solely as customer Dated January 28, 2021 Name: Steven L Cardinal Title: President CFO/CCO {11}------------------------------------------------ ## Ceres Securities, LLC ### Pursuant to Rule 17a-5 under the Securities Exchange Act of 1934 #### December 31, 2020 Ceres Securities, (LC (the "Company")is a registered broker-dealer subject to Rule 17a-5 promulgated by the Securities and Exchange Commission (17 CF.R. 5240.17a-5, "Reports to be made by certain brokers and dealers") Pursuant to recent SEC staff guidance, Ceres Securities is exempt from Rule 15a3-3 as a Non-Covered Firm" which meets the standards of footnote 74 to SEC Release 34-70073 (2013), rather than the exemption of Rule 15c3-3(k)(2((i) on which it previously relied. See Frequently Asked Questions Concerning the July 30, 2013 Amendments to the Broker-Dealer Financial Reporting Rule (Updated July 1, 2020) Questions 8 and 8.1 Ceres Securities' business does comply with Footnote 74 criteria. The firm represents that during the reporting period it; 1)Maintained a minimum net capital of \$5,000 pursuant to SEC Rule 15c3-1(a)(2)(vi) 2)Did not hold customer funds or safekeep customer securities 3)£ngaged as a broker or dealer selling securities of only one issuer. 4) Engaged with only private placements of securities )Engaged as a broker or dealer selling interests in unregistered private investment funds. During the reporting period, Ceres Securities limited its business activities to soliciting subscriptions for investments in Ceres Farms, a private fund. Over this period the firm (1) did not directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers, other than money or other consideration received and promptly transmitted in compliance with paragraph (a) or (b)(2) of Rule 152-4; (2) did not carry accounts of or for customers; and (3) did not carry PAB accounts (as defined in Rule 15c3. 3). The Firm is also exempt from the requirement that this annual report be covered by the opinion of an independent public accountant based on the following facts: (1) the Firm's business is limited to acting as a broker (agent) for a single issuer, Ceres Farms, in soliciting subscriptions for securities of the issuer; (2) the Firm does not receive or hold customer funds or securities because all funds and securities were transmitted directly between investors and the issuer; accordingly the Firm ensures that all funds are promptly transmitted to the issuer and all securities are promptly delivered to the subscribers in connection with any transaction; and (3)the Firm does not otherwise held funds or securities for or owe money or securities to customers. (Rule 17a-5(e)(16)(A).) I, Steven Cardinal certify that, To the best of my knowledge and belief, this Exemption Report is true and correct Dated January 280, 2021 *6%.. ..4* Name: Steven t Cardinal {12}------------------------------------------------ ### Ceres Securities, LLC Report for Material inadequacies for the Period Ended December 31, 2020 CCO/ CFO Attestation: Ceres Securities LLC has met all firm requirements for financial and reserve requirements during 2020 No material difference exists between the financial statement computations of Net Capital and the computations included in the companies corresponding form&-17a-5 PART [La filing as of December 31# 2020 46. *4e4* Steven L Cardinal CFO / CO {13}------------------------------------------------ | \$IPC-7 | SECURITIES INVESTOR PROTECTION CORPORATION
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pigpos | lo ot exceptions | | | | {14}------------------------------------------------ #### DETERMINATION OF "SIPC NET OPERATING REVENUES" AND GENERAL ASSESSMENT Amounts tor the fiscal period | | | beginning 1/1/2020
and ending 12/31/2020 | | |------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------|----------------------| | | | | Eliminate cents | | Item No
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