# CLEARINGBID MARKETS, INC. X-17A-5 (2023-03-08) — Broker-dealer annual report - Company: CLEARINGBID MARKETS, INC. - Form: X-17A-5 - Filed: 2023-03-08 - Period: 2022-12-31 - Accession: 0001646680-23-000001 - CIK: 1646680 - File #: 8-69646 - Type: Broker-dealer - Material weakness: No - Auditor: Withum, Smith, Brown, PC - Auditor location: New York, NY - Contact: Pascal Roche - Phone: 2127514422 - Email: proche@dfppartneres.com - Website: dfppartneres.com - Signed by: Edwin Scanion (CCO) Original filing: https://www.sec.gov/Archives/edgar/data/1646680/000164668023000001/cshobib.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, 2022 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}------------------------------------------------ | | | | | OMB APPROVAL | | |--------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------|------------------------|--------------------------|--------------------------------------------|-------| | | SECURITIES
AND
EXCHANGE
COMMISSION | | OMB Number:3235Ͳ0123 | | | | Washington, D.C. 20549 | | | Expires:October 31, 2023 | | | | | | | Estimated average burden | | | | | | | hours per response… | | 12.00 | | | ANNUALAUDITEDREPORT | | | | | | | FORMXͲ17AͲ5 | | | SEC FILE NUMBER | | | | PART
III | | | 8Ͳ69646 | | | | | | | | | | | FACING PAGE | | | | | | | Information Required Pursuant to Rules 17aͲ5, 17aͲ12, and 18aͲ7 under the Securities Exchange Act of 1934 | | | | | | | | | | | | | REPORT
FOR
THE
PERIOD
BEGINNING | 01/01/202Ϯ
AND
ENDING | 12/31/202Ϯ | | | | | | MM/DD/YY | | MM/DD/YY | | | | | A.
REGISTRANT
IDENTIFICATION | | | | | | NAME
OF
FIRM:Clearingid
Markets, Inc͘ | | | | | | | | | | | | | | TYPE
OF
REGISTRANT
(check
all
applicable | boxes): | | | | | | ցBrokerͲdealer
տSecurityͲbased | տMajor
swap
dealer | securityͲbased
swap | participant | | | | տ Check here if respondent is also an OTC derivatives dealer | | | | | | | | | | | | | | ADDRESS
OF
PRINCIPAL
PLACE
OF | BUSINESS:
(Do
not
use
P.O.
Box
No.) | | | | | | Six
Landmark
Square
Suite
403 | | | | | | | | (No. and Street) | | | | | | Stanford
| CT | | 06901 | | | | (City) | (State) | | | (Zip Code) | | | PERSON
TO
CONTACT
WITH
REGARD | TO
THIS
FILING | | | | | | Pascal
Roche212 | 751
4422 | | Proche@dfpPartneres.com | | | | (Name) | (Area Code – Telephone Number) |
| (Email Address) | | | | | B.
ACCOUNTANT
IDENTIFICATION | | | | | | | | | | | | | INDEPENDENT
PUBLIC
ACCOUNTANT | whose
opinion
is
contained
in
this | Report* | | | | | WithumSmith+Brown,
PC | | | | | | | | (Name – if individual, state last, first, middle name) | | | | | | 1411
Broadway
23FL | New
York | NY | | 10018 | | | (Address)
| (City) | (State) | | (Zip Code) | | |
| | | | | | | (Date of Registration with PCAOB)(if applicable) | | | | (PCAOB Registration Number, if applicable) | | | | FOR OFFICIAL USE ONLY | | | | | | | | | | | | | | | | | | | | | | | | | | **UNITED STATES** supported by a statement of facts and circumstances relied on as the basis of the exemption. See 17 CFR 240.17aͲ5(e)(1)(ii), 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 valid OMB control number.** {2}------------------------------------------------ #### **OATH OR AFFIRMATION** I, Edwin Scanlon swear (or affirm) that, to the best of my knowledge and belief, the financial report pertaining to the firm of Clearingb1d Markets, Inc as of \_1\_2\_/\_3\_1 \_\_\_\_\_\_\_\_\_\_ \_, 2~ 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 CCC as that of a customer. MARYROSE MERCADO NOTARY PUBLIC, STATE OF NEW YORK Registration No. 01 ME6423025 Qualified in Queens County Commission Expires October 4, 20 Signature/ ;J ~ Title: #### **This filing\*\* contains (check all applicable boxes):** - iii!! (a) Statement of financial condition. - iii!! (bl Notes to consolidated statement of financial condition. - D (c) Statement of income (loss) or, if there 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 **(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 240.18a-l, as applicable. - D (i) Computation of tangible net worth under 17 CFR 240.18a-2. - D U) Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.15c3-3. - D (kl 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 240.18a-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 240.15c3-3(p)(2) or 17 CFR 240.18a-4, as applicable. - □ (o) Reconciliations, including appropriate explanations, of the FOCUS Report with computation of net capital or tangible net worth under 17 CFR 240.1Sc3-l, 17 CFR 240.18a-1, or 17 CFR 240.18a-2, as applicable, and the reserve requirements under 17 CFR 240.1Sc3-3 or 17 CFR 240.18a-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. - iii!! (q) Oath or affirmation in accordance with 17 CFR 240.17a-5, 17 CFR 240.17a-12, or 17 CFR 240.18a-7, as applicable. - D (r) Compliance report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - □ (s) Exemption report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - iii!! (t) Independent public accountant's report based on an examination of the statement of financial condition. - D (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 240.18a-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 240.18a-7, as applicable. - D (w) Independent public accountant's report based on a review of the exemption report under 17 CFR 240.l 7a-5 or 17 CFR 240.lSa-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: \_\_\_\_ \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \_\_\_\_\_\_\_\_\_\_\_\_\_\_ \_ - *\*"To request confidential treatment of certain portions of this filing, see 17 CFR 240.17a-5(e}{3)* or *17 CFR 240.18a-7(d}{2), os applicable.* {3}------------------------------------------------ | | Page(s) | |------------------------------------------------------------|---------| | Report of Independent Registered Public Accounting Firm 1 | | | Financial Statements | | | Statement of Financial Condition as of December 31, 2022 2 | | | Notes to Financial Statements 3–6 | | {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, 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 the Company 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 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 believe that our audit prov We have served as the Company's auditor since 2016. W h d th C ' dit Whippany, New Jersey March 1, 2023 {5}------------------------------------------------ # **ClearingBid Markets, Inc. (A Wholly-Owned Subsidiary of ClearingBid, Inc.) Statement of Financial Condition** ## **December 31, 2022** | ASSETS | | |---------------------------------------------------------------------------------|-----------------------| | Cash
Prepaid Expenses and Other Current Assets | \$
35,921
5,099 | | TOTAL ASSETS | \$
41,020 | | LIABILITIES AND STOCKHOLDER'S EQUITY | | | LIABILITIES | | | Accounts Payable and Accrued Expenses | \$
31,819 | | TOTAL LIABILITIES | 31,819 | | STOCKHOLDER'S EQUITY | | | Common Stock \$0.10 par value, 100 shares
authorized, issued and outstanding | 10 | | Additional Paid-In Capital | 787,954 | | Accumulated Deficit | (778,763) | | Total Stockholder's Equity | 9,201 | | TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY | \$
41,020 | {6}------------------------------------------------ ## **1. 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** 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 31, 2022 by the Company under this agreement. As shown in the accompanying financial statements, the Company incurred a net loss of approximately \$116,500 and net cash of approximately \$108,800 was used in operations during the year ended December 31, 2022. The Parent contributed \$106,000 in capital during the year ended December 31, 2022. As of December 31, 2022, the Company's available cash approximated \$35,900 and liabilities approximated \$31,800. In connection with the Company's assessment of going concern considerations in accordance with Accounting Standards Update 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 occurrence 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 Accounting Standards Codification ("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, 2022, the Company had a deferred tax asset, primarily related to its net operating loss ("NOL") carryforward, of approximately \$252,000 and has recorded a full valuation allowance. Total federal, New York State and New York City NOLs are approximately \$763,000. {7}------------------------------------------------ ## **3. Summary of Significant Accounting Policies (continued)** ## **Income Taxes (continued)** Approximately \$484,000 of accumulated federal NOL incurred in the years before 2019 will begin to expire in 18 years starting in 2036 through 2038 and approximately \$214,000 will be carried forward indefinitely. Uncertain tax positions are recorded in accordance with 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 that 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 morelikely-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, 2022, 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. ## **Allowance for Credit Losses** The Company follows ASC Topic 326, "Financial Instruments – 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. The Company records the estimate of expected credit losses as an allowance for credit losses. For financial assets measured at an amortized cost basis, the allowance for credit losses is reported as a valuation account on the statement of financial condition that is deducted from the asset's amortized cost basis. Changes in the allowance for credit losses are reported in credit loss expense. 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 receivable is not significant until they are 90 days past due on the contractual arrangement and expectation of collection in accordance with industry standards. Management does not believe that an allowance is required as of December 31, 2022. For the year ended December 31, 2022, the Company has a \$10,000 credit loss expense related to a receivable from 2021. {8}------------------------------------------------ # **3. Summary of Significant Accounting Policies (continued)** ## **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 does not have any 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 Wall Street Reform and Consumer Protection 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 that the maintenance of minimum net capital and 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, 2022, the Company's net capital was approximately \$4,100 which was approximately \$900 below its minimum requirement of \$5,000. # **5. Risks and Uncertainties** During the 2020 calendar year, the World Health Organization declared that the outbreak of the coronavirus ("covid-19") to constitutes 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 uncertainty. ## **6. Subsequent Events** The Company has evaluated subsequent events from December 31, 2022 through March 1, 2023, the date the financial statements were issued. There were capital contributions on January 6, 2023 for \$3,000, January 12, 2023 for \$3,000, and January 23, 2023 and February 7, 2023 for \$10,000. {9}------------------------------------------------ ## **6. Subsequent Events (continued)** The Company' net capital was below the minimum requirement from December 31, 2022 to January 6, 2023 and then again from January 29, 2023 to February 7, 2023 . FINRA and the SEC were notified on February 15, 2023 . No other events or transactions were noted which require recognition or disclosure in these financial statements. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.