# CLEARINGBID MARKETS, INC. X-17A-5 (2021-03-04) — Broker-dealer annual report - Company: CLEARINGBID MARKETS, INC. - Form: X-17A-5 - Filed: 2021-03-04 - Period: 2020-12-31 - Accession: 0001646680-21-000003 - CIK: 1646680 - File #: 8-69646 - Material weakness: No - Auditor: WithumSmith Brown, PC - Auditor location: New York, NY - Contact: Pascal Roche - Phone: 2127514422 - Signed by: Edwin Scanlon (CCO) Original filing: https://www.sec.gov/Archives/edgar/data/1646680/000164668021000003/schboi.pdf --- {0}------------------------------------------------ # CLEARINGBID MARKETS, INC. (A Wholly-Owned Subsidiary of ClearingBid, Inc.) Financial Statements and Supplemental Information (With Report of Independent Registered Public Accounting Firm Thereon) Form X-17a-5, Part III As of December 31, 2019 and for year then ended Confidential Pursuant to Rule 17a-5(e)(3) This report is deemed CONFIDENTIAL in accordance with Rule 17a-5(e)(3) under the Securities Exchange Act of 1934. A statement of financial condition, bound separately, has been filed with the Securities and Exchange Commission simultaneously herewith as a Public Document. {1}------------------------------------------------ #### UNITED STATES SECURJTJESAND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0123 Expires: October 31, 2023 Estimated average burden hours per response ...... 12.00 # **ANNUAL AUDITED REPORT FORM X-17A-5 PART Ill** | SEC FILE NUMBER | |-----------------| | | | S-69646 | | | FACI NG PAGE Information Required of Brokers and Dealers Pursuant to Section 17 of the Securities Exchange Act of 1934 and Rule 17a-5 Thereunder | RE PORT FOR TH E P ERIOD BEGIN ING | /01
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~~~~~~~~~~~ | | |----------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------|------------|----------------------------------|--| | | MM/DDfYY | | MM/DDfYY | | | | A. REGISTRANT IDENTIFICATION | | | | | NAME OF BROKER-DEALER: Clearingbid Markets, Inc. | | | OFFICIAL USE ONLY | | | ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use P.O. Box No.) | | | FIRM l.D. NO. | | | SIX LANDMARK SQUARE Suite 403 | | | | | | | (No. and Street) | | | | | Stamford | | | 06901 | | | (City) | (State) | | (Zip Code) | | | NAME AND TELEPHONE NUMBER OF PERSON TO CONTACT IN REGARD TO THIS REPORT | | | | | | | | | (Area Code - Telephone
umber) | | | | B. ACCOUNTANT IDENTIFICATION | | | | | DEPENDENT PUBLIC ACCOUNTANT whose opinion is contained in this Report* | | | | | | WithumSmith+Brown, PC | | | | | | | (Name - if individual, stQ/e last. first. middle name) | | | | | 14411 Broadway 23 Fl | New York | NY | 10018 | | | (Address) | (City) | (State) | (Zip Code) | | | CHECK ONE: | | | | | | l/'lcertified Public Accountant
a
Public Accountant
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. I 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 OMB control number. {2}------------------------------------------------ #### **OATH OR AFFIRMATION** | l, _E_d_w_in__S_ca_nl_on ________
______ , swear (or affirm) that, to the best of
___________ | | | | | | |--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|--| | my knowledge and belief the accompanying financial statement and supporting
schedules pertaining to the firm of
Clearingbid Markets, Inc.
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-------------- | | | | | | | -----------•as
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of December 31,
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: | | | | | | | | | | | | | | Signature | | | | | | | cco | | | | | | | Title | | | | | | | | | | | | | | d£t_9~
HELEN J TORNESE
Notary Public
Notary Public. State of N • v -1<
No. 021063464"
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This report•• contains (check al\ applicable boxes):
Comm SSIOO Elipres hJg 15, ~ . q:-
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(a) Facing Page.
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(b) Statement of Financial Condition.
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(c) Statement oflncome (Loss) or, iftbere 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 Changes in Financial Condition.
(e) Statement of Changes in Stockholders' Equiry or Partners' or Sole | | | | | | | §
Proprietors' Capital.
(f) Statement of Changes in Liabilities Subordinated to Claims of Creditors. | | | | | | | (g) Computation of Net Capital. | | | | | | | §
(h) Computation for Determination of Reserve Requirements Pursuant to
Rule 15c3-3. | | | | | | | (i) Information Relating to the Possession or Control Requirements
Under Rule 15c3-3.
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G) A Reconciliation, including appropriate explanation of the
Computation ofNet Capital Under Rule 15c3-l and the | | | | | | | Computation for Determination of the Reserve Requirements Under
Ex.hibit A of Rule l 5c3-3. | | | | | | | O
(k) A Reconciliation between the audited and unaudited Statements of Financial
Condition with respect to methods of | | | | | | | consolidation. | | | | | | | (I) An Oath or Affirmation.
(m) A copy of the SIPC Supplemental Repon. | | | | | | | (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 Jhis filing, see section 240. 17a-5(e)(3).* {3}------------------------------------------------ | | Page(s) | |--------------------------------------------------------------------|---------| | Report of I
ndependent Register
ed Public Accounting Firm I | | | Financial Statements | | | Statement of Financial Condition as of December 31, 2019 .2 | | | Notes to Financial Statements 3- | 9 | {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) #### REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholder of ClearingBid Markets, Inc. #### Opinion on the Financial Statement We have audited the accompanying statement of financial condition of ClearingBid Markets, Inc. (the "Company") as of December 31, 2020, 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 the Company as of December 31 , 2020, in conformity with accounting principles generally accepted in the United States of America. #### Basis for Opinion This financial statement is the responsibility of the Company's management. Our responsibility is to express an opinion on this 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 the Company 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. We have served as the Company's auditor since 2016. March 1, 2021 {5}------------------------------------------------ # ClearingBid Markets, Inc. (A Wholly-Owned Subsidiary of ClearingBid, Inc.) Statement of Financial Condition #### December 31, 2020 | ASSETS | | |----------------------------------------------------------------------------------|----------------| | Cash | \$
34,425 | | Prepaid Expenses and Other Current Assets
Due from Parent | 2,132
3,290 | | TOT AL ASSETS | \$
39,847 | | LIABILITIES AND STOCKHOLDER'S EQUITY | | | LIABILITIES | | | Accounts Payable and Accrued Expenses | \$
19,825 | | TOT AL LIABILITIES | 19,825 | | STOCKHOLDER'S EQUITY | | | Common stock, \$0.10 par value, 100 shares
authorized, issued and outstanding | 10 | | Additional Paid-In Capital | 617,955 | | Accumulated Deficit | (597,943) | | Total Stockholder's Equity | 20,022 | | TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY | \$
39,847 | {6}------------------------------------------------ ## I. Organization and Nature of Business ClearingBid Markets, Inc. (the "Company") was incorporated in the State of Delaware on March 20, 2015. The Company is wholly-owned by ClearingBid, Inc. (the "Parent"). The Company's principal operation is to engage in private placement activity and advisory services. The Company is a broker-dealer registered with the Securities and Exchange Commission ("SEC") and the Financial Industry Regulatory Authority ("FINRA") effective May 16, 2016 (Commencement of Operations). ### 2. Liquidity and Related Party Transactions As the Company has earned no revenue, the Company relies on the Parent for support. The Parent has the financial wherewithal and intent to support the Company on an as needed basis. The Company has an expense sharing agreement with the Parent. Expenses such as consulting and travel are allocated to the Company as needed. There were no allocated expenses incurred for the year ended December 3 1, 2020 by the Company under this agreement. Approximately \$3,290 is due from Parent at December 31, 2020. As of December 3 1, 2020, the Company's available cash approximated \$34,000 and liabilities approximated \$20,000. In connection with the Company's assessment of going concern considerations in accordance with ASU 2014-15, "Disclosures of Uncertainties about an Entity's Ability to Continue as a Going Concern'', management has determined that the Company's support from its Parent is sufficient to fund the working capital needs of the Company until the earlier of one year from the date of issuance of these financial statements or the occmTence of sufficient future revenue transactions. ### 3. Summary of Significant Accounting Policies ## Basis of Presentation These financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP") and pursuant to the rules and regulations regarding financial reporting of the SEC. #### Income Taxes The Company is a C-corporation and accounts for income taxes in accordance with ASC 740. Deferred income tax assets and liabilities are computed as the difference between the financial statement and tax bases of assets and liabilities based on presently enacted tax laws and rates. Valuation allowances are established to reduce deferred tax assets when it is deemed more likely than not that such assets will not be realized. As of December 31, 2020, the Company had a deferred tax asset, primarily related to its net operating carryforward loss, of approximately \$100,800 and has recorded a full valuation allowance. Total federal, New York State and New York City NO Ls are approximately \$585,000. Approximately \$484,000 of accumulated Federal NOL incurred in the years before 2019 which will expire in 20 years starting in 2036 through 2038 and approximately \$160,000 which will be carry forward indefinitely. {7}------------------------------------------------ #### 3. Summary of Significant Accounting Policies (continued) #### Income Taxes (continued) Uncertain tax positions are recorded in accordance with Accounting Standards Codification (ASC) 740, Accounting for Income Taxes, on the basis of a two-step process, whereby (1) the Company determines whether it is more likely than not the tax positions would be sustained on the basis of the technical merits of the position taken and (2) for those tax positions that meet the more-likely-than not recognition threshold, the Company would recognize the largest amount of tax benefit that is more than 50% likely to be realized upon the ultimate settlement with the related tax authority. The Company's policy is to record interest and penalties associated with uncertain tax positions as a component of general and administrative expenses. As of December 31, 2020, the Company has not recorded any uncertain tax positions or interest and penalties. ### 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 at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Accordingly, actual results could differ from those estimates. ## Cash and Restricted Cash The following table provides a reconciliation of cash and restricted cash reported within the Statement of Financial Condition that sum to the total of the same such amounts shown in the Statement of Cash Flows at December 31, 2020 and December 31 , 2019. | | December 3 1, 2020 | | December 3 I , 20 I 9 | | |---------------------------------------------------------------------|--------------------|--------|-----------------------|------------------| | Cash
Security deposit | s | 34,425 | \$ | 25,984
4, 125 | | Total cash and restricted cash shown in the statement of cash flows | | 34,425 | \$ | 30, 109 | #### Allowance for credit losses Effective January 1, 2020, the Company adopted ASC Topic 326, Financial Tnstrument5 - Credit Losses ("ASC 326"). ASC 326 impacts the impairment model for certain financial assets measured at amortized cost by requiring a current expected credit loss ("CECL") methodology to estimate expected credit losses over the entire life of the financial asset, recorded at inception or purchase. Under the accounting update, the Company has the ability to determine there are no expected credit losses in certain circumstances. {8}------------------------------------------------ #### 3. Summary of Significant Accounting Policies (continued) #### Allowance for credit losses (continued) The Company identified fees receivable carried at amortized cost as impacted by the new guidance. ASC 326 specifies that the Company adopt the new guidance prospectively by means of a cumulative-effect adjustment to the opening accumulated deficit as of the beginning of the first reporting period it is effective. The Company believes there is no impact to opening member's equity upon adoption of ASC 326. The allowance for credit losses is based on the Company's expectation of the collectability of financial instruments carried at amortized cost, including fees receivable utilizing the CECL framework. The Company considers factors such as historical experience, credit quality, age of balances and current and future economic conditions that may affect the Company's expectation of the collectability in determining the allowance for credit losses. The Company's expectation is that the credit risk associated with fees receivables is not significant until they are 90 days past due on the contractual arrangement and expectation of collection in accordance with industry standards. #### Cash The Company considers all highly-liquid debt instruments with original maturities of three months or less to be cash equivalents. The Company considers money market accounts and money market funds to be cash equivalents. The Company maintains its cash balances in a financial institution which is insured by the Federal Deposit Insurance Corporation ("FDIC"). The Company's account balances that are non-interest bearing accounts are subject to the Dodd-Frank Walk Street Reform and Consumer Protection Act (the "Act"). The Company's interest bearing cash balances may exceed the 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. ## 4. Regulatory Net Capital Requirement The Company is a member of FINRA and is subject to the Securities and Exchange Commission Uniform Net Capital Rule 15c3-1. This Rule requires the maintenance of minimum net capital and that the ratio of aggregate indebtedness to net capital, both as defined, shall not exceed 15 to 1 and that equity capital may not be withdrawn if the resulting net capital ratio would exceed 10 to 1. At December 31 , 2020, the Company's net capital was approximately \$ 17 ,800 which was approximately \$12,800 in excess of its minimum requirement of\$5,000. #### 5. Concentration The Company maintains all of its cash in one financial institution, which at times, may exceed federally insured limits. The Company has not experienced any loss in this account and believes it is not subject to any significant credit risk. {9}------------------------------------------------ #### 6. Risks and Uncertainties During the 2020 calendar year, the World Health Organization has declared the outbreak of the coronavirus ("Covid-19") to constitute a "Public Health Emergency of International Concern". This pandemic has disrupted economic markets and the economic impact, duration and spread of the COVID-19 virus is uncertain at this time. The financial performance of the Company is subject to future developments related to the COVID-19 outbreak and possible government advisories and restrictions placed on the financial markets and business activities. The impact of financial markets and the overall economy, all of which are highly uncertain, cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period the Company's results may be materially affected. The financial statements do not include any adjustments that might result from the outcome of this unce11ainty. ### 7. Subsequent Events 8. The Company has evaluated subsequent events through March I, 2021, the date the financial statements were available for issuance. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.