# REALBLOCKS PRIVATE SECURITIES, INC. X-17A-5 (2024-11-18) — Broker-dealer annual report - Company: REALBLOCKS PRIVATE SECURITIES, INC. - Form: X-17A-5 - Filed: 2024-11-18 - Period: 2024-06-30 - Accession: 0001793742-24-000003 - CIK: 1793742 - File #: 8-70443 - Type: Broker-dealer - Material weakness: No - Auditor: Aprio, LLP - Auditor location: New York, NY - Contact: Lowell Scott Brooks III - Phone: 203-964-7678 - Email: scott@realblockssecurities.com - Website: realblockssecurities.com - Signed by: Lowell Scott Brooks III (CEO) Original filing: https://www.sec.gov/Archives/edgar/data/1793742/000179374224000003/realblockspublic.pdf --- {0}------------------------------------------------ **UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549** OMB APPROVAL OMB Number: ϯϮϯϱͲϬϭϮϯ Expires: EŽǀ͘ϯϬ͕ϮϬϮϲ Estimated average burden hours per response: > SEC FILE NUMBER 8-70443 # **ANNUAL REPORTS FORM X-17A-5 PART III** **FACING PAGE** **Information Required Pursuant to Rules 17a-5, 17a-12, and 18a-7 under the Securities Exchange Act of 1934** FILING FOR THE PERIOD BEGINNING \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ AND ENDING \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ 07/01/23 06/30/24 MM/DD/YY MM/DD/YY **A. REGISTRANT IDENTIFICATION** ## NAME OF FIRM: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ REALBLOCKS PRIVATE SECURITIES, INC. TYPE OF REGISTRANT (check all applicable boxes): ܆ Broker-dealer ܆ Security-based swap dealer ܆ Major security-based swap participant ܆ Check here if respondent is also an OTC derivatives dealer ■ ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) ## \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ 43 W 23RD STREET, 4TH FLOOR | | (No. and Street) | | | | |-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------|---------|-------------------------------------------------------------------------------------------------------------------------|--| | NEW
YORK
_____________________________________________________________________________________ | NY | | 10010 | | | (City) | (State) | | (Zip Code) | | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | | Lowell
Scott
Brooks
III | (203)
964
-
7678 | | Scott@realblockssecurities.com
_____________________________________________________________________________________ | | | (Name) | (Area Code – Telephone Number) | | (Email Address) | | | | B. ACCOUNTANT IDENTIFICATION | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing*
Aprio,
LLP
_____________________________________________________________________________________ | (Name – if individual, state last, first, and middle name) | | | | | 350
Fifth
Avenue,
Suite
_____________________________________________________________________________________ | New
York
4320 | NY | 10118 | | | (Address) | (City) | (State) | (Zip Code) | | | 11/25/2003
_____________________________________________________________________________________ | | 926 | | | | (Date of Registration with PCAOB)(if applicable) | | | (PCAOB Registration Number, if applicable) | | | FOR OFFICIAL USE ONLY | | | | | | | | | | | \* Claims for exemption from the requirement that the annual reports be covered by the reports of an independent public accountant must be supported by a statement of facts and circumstances relied on as the basis of the exemption. See 17 CFR 240.17a-5(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.** {1}------------------------------------------------ ![](_page_1_Figure_1.jpeg) ![](_page_1_Figure_4.jpeg) ![](_page_1_Figure_5.jpeg) - - - - - - - - - - - - - - - - - - - - - - - - - - - - {2}------------------------------------------------ **RealBlocks Private Securities, Inc.** **Statement of Financial Condition** **As of June 30, 2024** {3}------------------------------------------------ ### **RealBlocks Private Securities, Inc.** As of June 30, 2024 #### **Contents** | Report of Independent Registered Public Accounting Firm | 1 | |---------------------------------------------------------|-----| | Statement of Financial Condition | 2 | | Notes to Financial Statement | 3 - | {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) ## REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Member of RealBlocks Private Securities, Inc. ## **Opinion on the Financial Statement** We have audited the accompanying statement of financial condition of RealBlocks Private Securities, Inc., the "Company", as of June 30, 2024, 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 RealBlocks Private Securities, Inc. as of June 30, 2024, 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 RealBlocks Private Securities, Inc.'s auditor since 2024. New York, New York November 7, 2024 {5}------------------------------------------------ Statement of Financial Condition As of June 30, 2024 #### **ASSETS** | Cash and cash equivalents
Prepaid expenses and other assets
Account receivable | \$
24,817
12,110
350 | |------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------| | TOTAL ASSETS | \$
37,277 | | LIABILITIES AND STOCKHOLDER'S EQUITY | | | LIABILITIES:
Due to Parent | \$
6,110 | | TOTAL LIABILITIES | \$
6,110 | | Stockholder's Equity
Common Stock, \$0.0001 par value,
1,000 shares authorized issued and outstanding
Additional paid-in-Capital
Accumulated deficit | - \$
1,261,360
(1,230,193) | | TOTAL STOCKHOLDER'S EQUITY | 31,167 | | TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY | \$
37,277 | See accompanying notes to financial statement 2 {6}------------------------------------------------ Notes to Financial Statement As of June 30, 2024 #### **1. Organization and Nature of Business** RealBlocks Private Securities, Inc. (The "Company"), incorporated under the laws of the state of Delaware on October 24, 2019 is a broker-dealer registered with the Securities and Exchange Commission ("SEC") and is a member of the Financial Industry Regulatory Authority ("FINRA"), effective July 17, 2020. The Company does not clear trades nor carry customer accounts. The Company is located in New York. The Company's primary business activity is private placement of securities. The Company is a wholly owned subsidiary of Envexergy, Inc. #### **2. Summary of Significant Accounting Policies** #### **Basis of Accounting** The financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. Revenue is recognized when earned, while expenses and losses are recognized when incurred. #### **Cash and Cash Equivalents** The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. At June 30, 2024, the Company has no cash equivalents. The Company's cash is held principally at one financial institution. The Company has placed these funds in a high quality institution in order to minimize risk relating to exceeding insured limits. #### **Use of Estimates** The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. #### **Revenue Recognition** The Company follows Financial Accounting Standards Board (FASB) ASC Topic 606, Revenue from Contracts with Customers ("ASC Topic 606"). The revenue recognition guidance requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance requires an entity to follow a five step model to (a) identify the contract(s) with a customer, (b) identify the performance obligations in the contract, (c) determine the transaction price, (d) allocate the transaction price to the performance obligations in the contract, and (e) recognize revenue when (or as) the entity satisfies a performance obligation. Each private placement transaction engagement will be separately negotiated. These documents will allow the Company to assess the performance obligations required to be met in order to earn revenue. In determining the transaction price, an entity may include variable consideration only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized would not occur when the uncertainty associated with the variable consideration is resolved. The revenue recognition guidance does not apply to revenue associated with financial instruments, interest income and expense, leasing and insurance contracts. Revenue for fee income is recognized at the point in time that performance under the arrangements is completed. In addition to private placement fees, there are nominal one-time onboarding fees charged at the time of onboarding customers to the platform. The Company believes that the performance obligation is satisfied at the point in time because that is when the purchaser is identified, the customer is onboarded, the fee is determined. Accounts Receivable balance as of July 1, 2023 was \$350. Accounts receivable balance as of June 30, 2024 was \$350. {7}------------------------------------------------ Notes to Financial Statement As of June 30, 2024 #### **Income Taxes** The Company's method of accounting for income taxes conforms with FASB ASC 740. The provision for income taxes varies from the expected federal statutory rate primarily as a result of a full valuation allowance assessed at June 30, 2024. This method requires the recognition of deferred tax assets and liabilities for the expected future tax considerations of temporary differences between the financial reporting basis and tax basis of assets and liabilities as well as net operating loss carry forwards. Management regularly assesses the likelihood that any deferred tax assets will be recovered from future taxable income. To the extent management believes that it is more likely than not a deferred tax asset will not be realized, a valuation allowance is established. The Company's federal and state income tax returns are subject to possible examination by the tax authorities until the expiration of the related statute of limitations of those tax returns. In general, tax returns have a three year statute of limitations. The Company's taxes from inception remain open to review by the appropriate jurisdictions. There were no uncertain positions as of June 30, 2023. The Company has available at June 30, 2024, unused net operating loss carry-forwards of \$1,230,193, which may be applied against future taxable income, resulting in a deferred tax asset of approximately \$418,266. In the current year the Company had a net loss for tax purposes of \$229,867. The Net Operating Loss carry-forwards may be carried forward indefinitely. As of June 30, 2024 the Company recognized a valuation allowance in the amount of \$418,266 that fully offsets the deferred tax asset. The Company had a change in the valuation allowance of \$78,155. #### **Management's Plan** As shown in the accompanying financial statements, the Company has sustained operating losses since inception. Historically, the Parent Company has provided financial support to fund the Company's operations and until such time the Company achieves profitability, they will have continued support of the parent. #### **3. Related Party Transactions** The Company has entered into an expense sharing agreement with Envexergy, Inc., the Company's parent. The terms of the expense sharing agreement provide that any expenses paid on behalf of the Company, such as salaries, rent and other various operating expenses are to be repaid to the parent at cost. Expenses recorded for services provided on behalf of the Company were \$80,027 as of June 30, 2024. The Parent Company agreed to capitalize \$3,851 of the outstanding liability as capital contributions from the parent and are included in Statement of Changes in Stockholder's Equity as of June 30, 2024. As of June 30, 2024, \$6,110 was due and payable to the parent. #### **4. Net Capital Requirement** The Company is subject to the Securities and Exchange Commission Uniform Net Capital Rule (15c3- 1), 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 1500%. At June 30, 2024, the Company had net capital of \$18,707 which was \$13,707 in excess of its required net capital of \$5,000. The Company's aggregate indebtedness to net capital ratio was 32.66%. {8}------------------------------------------------ Notes to Financial Statement As of June 30, 2024 ### **5. Subsequent Events** Subsequent to year end, on 8/30/2024 management made the determination to wind down the Company's operations filing a full withdrawal registration with the SEC. All financial information presented herein are results from continued operations incurred prior to year-end, including all receivables and payables related to operations. The Company has performed an evaluation of events that have occurred subsequent to June 30, 2024, and through the date of the filing of this report. A net capital deficiency was discovered on September 23rd. The deficiency notification was filed, and the Parent was alerted so that correcting contribution could be made. As of October 28, 2024, the Company had received additional capital contributions from the Parent. The management noted that the Company is currently in compliance with its net capital requirements. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.