# OPENDEAL BROKER LLC X-17A-5 (2021-03-26) — Broker-dealer annual report - Company: OPENDEAL BROKER LLC - Form: X-17A-5 - Filed: 2021-03-26 - Period: 2020-12-31 - Accession: 0001749969-21-000009 - CIK: 1749969 - File #: 8-70188 - Material weakness: No - Auditor: YSL & Associates - Auditor location: New York, NY - Contact: Gerard Visci - Phone: 6464320706 - Signed by: Gerard Visci (CEO as Executive Representative) Original filing: https://www.sec.gov/Archives/edgar/data/1749969/000174996921000009/s20opbr2.pdf --- {0}------------------------------------------------ # **OpenDealBrokerLLC** Statement of Financial Condition Pursuant to Rule 17a-5 under the Securities Exchange Act of 1934 December 31, 2020 {1}------------------------------------------------ UNITED ST A TES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Nwnber: 3235-0123 Expires: October 31, 2023 Estimated average burden hours per response ... 12.00 8-70188 I SEC FILE NUMBER I #### **ANNUAL AUDITED REPORT FORM X-17A-5 PART III** #### **FACING PAGE** **Information Required of Brokers and Dealers Pursuant to Section 17 of the Securities Exchange Act of 1934 and Rule 17a-5 Thereunder** | REPORT FOR THE PERIOD BEGINNING | -~ | ~--
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MMIDDNY | AND ENDING | 12/31/20
MMIDDNY | |--------------------------------------------------------------------------|------------------|--------------------------------------------------------|------------|--------------------------------| | | | A. REGISTRANT IDENTIFICATION | | | | NAME OF BROKER -
DEALER: | | | | | | | | | | OFFICIAL USE ONLY | | OpenDeal Broker LLC | | | | FlRM ID. NO. | | ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use P.O. Box No.) | | | | | | | | 1345 A venue of the Americas l l 1h Floor | | | | | (No. and Street) | | | | | New York | NY | | | 10105 | | (City) | (State) | | | (Zip Code) | | NAME AND TELEPHONE NUMBER OF PERSON TO CONTACT IN REGARD TO THIS REPORT | | | | | | Gerard Visci | | | | (646) 432-0706 | | | | | | (Area Code -
Telephone No.) | | | | | | | | | | B. ACCOUNTANT IDENTIFICATION | | | | INDEPENDENT PUBLIC ACCOUNTANT whose opinion is contained in this Report* | | | | | | | YSL & Associates | | | | | | | (Name - if individual, state last, first, middle name) | | | | 11 Broadway Suite 700 | New York | | NY | 10004 | | (Address) | (City) | | (State) | (Zip Code) | | CHECK ONE: | | | | | | jB Certified Public Accountant | | | | | | D | | | | | | Public Accountant | | | | | | D
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. l 7a-5(e)(2).SEC* 1410 (3-91) {2}------------------------------------------------ ## **OpenDealBrokerLLC TABLE OF CONTENTS** #### This report\*\* contains (check all applicable boxes): - [x] Independent Auditors' Report. - [x] Facing Page. - [x] Statement of Financial Condition. - [ ] Statement of Operations. - [ ] Statement of Changes in Member's Equity. - [ ] Statement of Cash Flows. - [ ] Statement of Changes in Liabilities Subordinated to Claims of General Creditors (not applicable). - [ ] Computation ofNet Capital for Brokers and Dealers Pursuant to Rule l 5c3-l under the Securities Exchange Act of 1934. - [ ] Computation for Determination of Reserve Requirements for Brokers and Dealers Pursuant to Rule 15c3-3 under the Securities Exchange Act of 1934. - [ ] Information Relating to the Possession or Control Requirements for Brokers and Dealers Pursuant to Rule 15c3-3 under the Securities Exchange Act of 1934 (not applicable). - [ ] A Reconciliation, including appropriate explanations, of the Computation of Net Capital Pursuant to Rule I 5c3-1 (included with item (g)) and tbe Computation for - Determination of Reserve Requirements Under Rule 15c3-3 (included in item (g)). A Reconciliation Between the Audited and Unaudited Statements of Financial - Condition With Respect to Methods of Consolidation (not applicable). - [x] An Affirmation. [ ] - [ ] A copy of the SIPC Supplemental Report. - [ ] A report describing any material inadequacies found to exist or found to have existed since the date of the previous audit (Supplemental Report on Internal Control). - [ ] Report oflndependent Registered Public Accounting Firm regarding Rule l 5c3-3 exemption report. - [ ] Management Statement Regarding Compliance with the Exemption Provisions for SEC Rule I 5c3-3 - \*\* *For conditions of confidential treatment of certain portions of this filing, see section 240. l 7a-5(e)(3).* {3}------------------------------------------------ #### AFFIRMATION I, Gerard Visci, affirm that, to the best of my knowledge and belief, the accompanying statement of financial condition pertaining to OpenDeal Broker LLC at December 31, 2020, is true and correct. I further affirm that neither the Company nor any officer or director has any proprietary interest in any account classified solely as that of a customer. Signature CEO Title Subscribed and sworn to be/or~ me ' , *It/Ck:* ![](_page_3_Picture_7.jpeg) {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) 11 Broadway, Suite 700, New York, NY 10004 Tel: (212) 232-0122 Fax: (646) 218-4682 ### REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Member of OpenDeal Broker LLC #### Opinion on the Fina ncial Statement We have audited the accompanying statement of financial condition of OpenDeal Broker LLC (the "Company") as of December 31, 2020, and the related notes (collectively referred to as the "financial statement"). Jn 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 the Company'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 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 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. We have served as OpenDeal Broker LLC's auditor since 2019. New York, NY March 19, 2021 {5}------------------------------------------------ # OpenDeal Broker LLC #### Statement of Financial Condition December 31, 2020 | Assets | | |---------------------------------------|---------------| | Cash | \$
128,407 | | Other receivable | 20,000 | | Prepaid expense and other assets | 37,838 | | Total assets | \$
186,245 | | Liabilities and Member's Equity | | | accounts payable
Liabilities - | \$
45,638 | | Member's equity | 140,607 | | Total liabilities and member's equity | \$
186,245 | The accompanying notes are an integral part of this financial statement. {6}------------------------------------------------ # **OpenDeal Broker LLC** #### **Notes to Statement of Financial Condition December 31, 2020** #### 1. Organization and Business OpenDeal Broker LLC, (the "Company"), formerly known as Photon Securities, LLC, a whollyowned subsidiary of OpenDeal Inc., is a limited liability company organized under the laws of the state of New York. On March 8, 2020, the Company became a broker-dealer and as such is registered with the Securities and Exchange Commission (the "SEC") and is a member of the Financial Industry Regulatory Authority ("FINRA"). The Company's operations consist of private placement of securities; and referring investors, other broker dealers or hedge funds to unaffiliated broker dealers in exchange for referral, finders or similar fees. #### 2. Summary of Significant Accounting Policies #### Basis of Presentation This financial statement was prepared in conformity with accounting principles generally accepted in the United States of America which 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 amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. #### Income Taxes The Company is a single member limited liability company and is treated as a disregarded entity for federal income tax reporting purposes. The Tntemal Revenue Code provides that any income or loss is passed through to its member. Accordingly, the Company has not provided for income taxes. At December 31, 2020, management has determined that the Company had no uncertain tax positions that would require financial statement recognition. This determination will always be subject to ongoing reevaluation as facts and circumstances may require. #### New Accounting Pronouncement In June 20 t 6, the Financial Accounting Standards Board ("F ASB") issued Accounting Standards Update ("ASU'') 2016-13, *Financial Instruments* - *Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,* which amends the FASB's guidance on the impairment of financial instruments. The ASU adds to GAAP, an impairment model (known as the current expected credit loss ("CECL") model) that is based on expected losses rather than incurred losses. Under the new guidance, the Company recognizes as an allowance, its estimate of lifetime expected credit losses, which the F ASB believes will result in more timely recognition of such losses, if any. The ASU is also intended to reduce the complexity of GAAP by decreasing the number of credit impairment models that entities use to account for debt instruments. Further, the ASU makes targeted changes to the impairment model for available-for-sale debt securities. The new CECL standard became effective on January I , 2020, and the Company applied the modified retrospective method of adoption which resulted in no adjustment to retained earnings as of the effective date. {7}------------------------------------------------ # **OpenDeal Broker LLC** #### **Notes to Statement of Financial Condition December 31, 2020** #### **2. Summary of Significant Accounting Policies (continued)** #### **Concentrations** All cash deposits are held by one financial institution and therefore are subject to the credit risk at that financial institution. The Company has not experienced any losses in such accounts and does not believe there to be any significant credit risk with respect to these deposits. #### **3. Transactions with Related Parties** The Company has entered into an Expense Sharing Agreement ("ESA") with OpenDeal Inc. (the "Parent") whereby the Parent is to provide office and administrative services, payroll and professional services. Shared costs are allocated based on the ESA between the two companies. The Company was under no obligation to pay the Parent for such services. The ESA has a term of one year and is automatically renewed annually, unless terminated or modified by written notice. The value of such services paid by the Parent was approximately \$61,000 during 2020. The terms of these arrangements may not be the same as those that would otherwise exist or result from agreements and transactions among unrelated parties. #### **4. Regulatory Requirements** The Company is subject to the SEC Uniform Net Capital Rule 15c3-**l** under the Securities Exchange Act of 1934, 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 December 31 , 2020, the Company had net capital of approximately \$82, 769 which exceeded the required net capital by approximately \$77,769. The Company does not hold customers' cash or securities and, therefore, has no obligations under SEC Rule **l** 5c3-3 under the Securities Exchange Act of 1934. #### **5. Covid-19** During the 2020 calendar year, the World Health Organization has declared COVID-19 to constitute a '~Public Health Emergency of lnternational 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 on 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. {8}------------------------------------------------ # **OpenDealBrokerLLC** #### **Notes to Statement of Financial Condition December 31, 2020** #### **6. Going Concern** Accounting Standards Update 2014-15 requires that management evaluate conditions or events that might raise substantial doubt about the Company's abmlity to continue as a going concern. Management has evaluated the Company's conditions and has determined that unless the Company generates enough revenue or continues to be funded by its member, there is substantial doubt about the Company's ability to continue as a going concern. Capital is not a significant income producing factor but should the Company have a need for capital it will be able to rely upon its member to infuse capital to cover overheard should that become necessary. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.