# WAVELAND CAPITAL PARTNERS LLC X-17A-5 (2023-03-29) — Broker-dealer annual report - Company: WAVELAND CAPITAL PARTNERS LLC - Form: X-17A-5 - Filed: 2023-03-29 - Period: 2022-12-31 - Accession: 0001005806-23-000003 - CIK: 1005806 - File #: 8-48962 - Type: Broker-dealer - Material weakness: No - Auditor: Ohab and Company, PA - Auditor location: Maitland, FL - Contact: Scott Dinh - Phone: 949-706-5000 - Website: nationalnotary.org - Signed by: Michael Greer (President) Original filing: https://www.sec.gov/Archives/edgar/data/1005806/000100580623000003/wcpaudited2022i.pdf --- {0}------------------------------------------------ OMB APPROVAL UNITED STATES OMB Number: 3235-0123 SECURITIES AND EXCHANGE COMMISSION Expires: Oct. 31, 2023 Washington, D.C. 20549 Estimated average burden hours per response: 12 ANNUAL REPORTS sec file number FORM X-17A-5 8-48962 PART III FACING PAGE Information Required Pursuant to Rules 17a-5, 17a-12, and 18a-7 under the Securities Exchange Act of 1934 12/31/2022 filing for the period beginning 01/01/2022 MM/DD/YY MM/DD/YY A. REGISTRANT IDENTIFICATION NAME OF FIRM: WAVELAND CAPITAL PARTNERS LLC TYPE OF REGISTRANT (check all applicable boxes): ■ Broker-dealer Check here if respondent is also an OTC derivatives dealer ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) 19800 MACARTHUR BLVD, SUITE 650 (No. and Street) IRVINE CA 92612 (City) (State) (Zip Code) PERSON TO CONTACT WITH REGARD TO THIS FILING MICHAEL GREER 949-706-5000 (Name) (Area Code - Telephone Number) (Email Address) B. ACCOUNTANT IDENTIFICATION INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing\* OHAB AND COMPANY, PA (Name – if individual, state last, first, and middle name) 100 E SYBELIA AVE, SUITE 130 MAITLAND 32751 ﯩ (Address) (City) (State) (Zip Code) JULY 28, 2004 1839 (PCAOB Registration Number, if applicable) (Date of Registration with PCAOB)(if applicable) FOR OFFICIAL USE ONLY \* Claims for exemption from the requirement that the annual 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}------------------------------------------------ #### OATH OR AFFIRMATION | MICHAEL GREER | swear (or affirm) that, to the best of my knowledge and belief, the | | |--------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------|--| | tinancial report pertaining to the firm of WAVELAND CAPITAL PARTNERS LLC | as of | | | DECEMBER 31 | 2 022 | | | | partner, officer, director, or equivalent person, as the case may be, has any proprietary interest in any account classified solely | | | as that of a customer. | Signature: | | | Sec. Attached | Titlo · | | PRESIDENT Notary Public #### This filing\*\* contains (check all applicable boxes): - (a) Statement of financial condition. - □ (b) Notes to consolidated statement of financial condition. - (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) Statement of cash flows. - (e) Statement of changes in stockholders' or partners' or sole proprietor's equity. - [ (f) Statement of changes in liabilities subordinated to claims of creditors. - (g) Notes to consolidated financial statements. - (h) Computation of net capital under 17 CFR 240.15c3-1 or 17 CFR 240.18a-1, as applicable. - [ ] (i) Computation of tangible net worth under 17 CFR 240.18a-2. - □ (j) Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.15c3-3. - □ (k) 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. - □ (I) Computation for Determination of PAB Requirements under Exhibit A to § 240.15c3-3. - (m) Information relating to possession or control requirements for customers under 17 CFR 240.15c3-3. - □ (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. - 目 (o) Reconciliations, including appropriate explanations, of the FOCUS Report with computation of net capible net worth under 17 CFR ·240.15c3-1, 17 CFR 240.18a-2, or 17 CFR 240.18a-2, as applicable, and the reserve requirements under 17 CFR 240.15c3-3 or 17 CFR 240.18a-4, as applicable, if material differences exist, or a statement that no material differences exist. - □ (p) Summary of financial data for subsidiaries not consolidated in the statement of financial condition. - (q) Oath or affirmation in accordance with 17 CFR 240.17a-12, or 17 CFR 240.18a-7, as applicable. - □ (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. - □ (t) Independent public accountant's report based on an examination of the statement of financial condition. - 国 (u) Independent public accountant's report based on an examination of the financial statements under 17 CFR 240.17a-5, 17 CFR 240.18a-7, or 17 CFR 240.17a-12, as applicable. - □ (v) Independent public accountant's report based on an examination of certain statements in the compliance report under 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - (w) Independent public accountant's report based on a review of the exemption report under 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - □ (x) Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.15c3-1e or 17 CFR 240.17a-12, as applicable. - 口 (y) Report describing any material inadequacies 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). - □ (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), as applicable. {2}------------------------------------------------ CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. SCREACCACCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCCC | State of California | | |-------------------------------------|-------------------------------------------------------------------------------------------| | County of Orange | | | On Warch 24, 2023
Date | _ before me, Janct A. Osborne, Notary Public
Here Insert Name and Title of the Officer | | personally appeared _ Michael Greer | | | | Name(s) of Signer(s) | who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. > I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. JANET A. OSBORNE Notary Public - California Orange County Commission # 2282672 My Comm. Expires Apr 3, 2023 Signature\_ Signature of Notary Public Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. #### Description of Attached Document | Title or Type of Document: Annual [{eports form X-17A-5 fart III | | | | |------------------------------------------------------------------|--|--------------------------------------------------------------------------------|--| | | | Document Date: Veriod Besinning of /o / 2022 to 12/3/2022-Number of Pages: +W0 | | | Signer(s) Other Than Named Above: No other signers | | | | | | Capacity(ies) Claimed by Signer(s) | | | |--------------|----------------------------------------------------|-------------------------------|---------------------------| | | Signer's Name: MIChatl Greet | Signer's Name: | | | | 1x Corporate Officer - Title(s): Presiden * | Corporate Officer - Title(s): | | | | Partner - Limited General | | Partner - Limited General | | I Individual | J Attorney in Fact | Individual | Attorney in Fact | | I Trustee | Guardian or Conservator | I Trustee | Guardian or Conservator | | I Other: | | [ ] Other: | | | | Signer Is Representing: Wave land Capital Valthurs | Signer Is Representing: | | THE FOR THE COLLECT COLLECT COLLECT CALL CALL COLLECT COLLECT COLLECT COLLECT COLLECT COLLECT COLLECT COLLECT COLLECT COLLECT COLLECT COLLECT COLLECT COLLECT COLLECT COLLECT ©2016 National Notary Association · www.NationalNotary.org · 1-800-US NOTARY (1-800-876-6827) Item #5907 {3}------------------------------------------------ Waveland Capital Partner, LLC Report Pursuant to Rule 17a-5 Financial Statements For the Year Ended December 31, 2022 {4}------------------------------------------------ # **Table of Contents** | | PAGE | |------------------------------------------------------------|------| | Report of Independent Auditors | 1 | | Financial Statements | | | Statement of Financial Condition | 2 | | Statement of Operations | 3 | | Statement of Changes in Member's Equity | 4 | | Statement of Cash Flow | 5 | | Notes to Financial Statements | 6‐9 | | Schedule I Computation of Net Capital Requirements | 10 | | Schedule II Computation for Determining of Reserve | 11 | | Schedule III Information Relating to Possession or Control | 12 | {5}------------------------------------------------ ![](_page_5_Picture_0.jpeg) 100 E. Sybelia Ave. Suite 130 Maitland, FL 32751 Certified Public Accountants Email: pam a ohabco.com Telephone 407-740-7311 Fax 407-740-6441 #### REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Member's of Waveland Capital Partners, LLC #### Opinion on the Financial Statements We have audited the accompanying statement of financial condition of Waveland Capital Partners, LLC as of December 31, 2022, the related statements of operations, changes in member's equity, and cash flows for the year then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of Waveland Capital Partners, LLC as of December 31, 2022, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. #### Basis for Opinion These financial statements are the responsibility of Waveland Capital Partners, LLC's management. Our responsibility is to express an opinion on Waveland Capital Partners, LLC's financial statements 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 Waveland Capital Partners, LLC 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 statements are 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 statements, 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 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. #### Auditor's Report on Supplemental Information The Schedules I, II and III have been subjected to audit procedures performed in conjunction with the audit of Waveland Capital Partners, LLC's financial statements. The supplemental information is the responsibility of Waveland Capital Partners, LLC's management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with 17 C.F.R. §240.17a-5. In our opinion, the Schedules I, Il and III are fairly stated, in all material respects, in relation to the financial statements as a whole. We have served as Waveland Capital Partners, LLC's auditor since 2018. Maitland, Florida March 16, 2023 {6}------------------------------------------------ ## **tĂǀĞůĂŶĚĂƉŝƚĂůWĂƌƚŶĞƌƐ͕>> ^ƚĂƚĞŵĞŶƚŽĨ&ŝŶĂŶĐŝĂůŽŶĚŝƚŝŽŶ ĞĐĞŵďĞƌϯϭ͕ϮϬϮϮ** #### **ƐƐĞƚƐ** | ĂƐŚĂŶĚĐĂƐŚĞƋƵŝǀĂůĞŶƚƐ
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ϮϬϰ͕ϵϮϬ | | dŽƚĂůŵĞŵďĞƌΖƐĞƋƵŝƚLJ | ϮϬϰ͕ϵϮϬ | | dŽƚĂůůŝĂďŝůŝƚŝĞƐĂŶĚŵĞŵďĞƌΖƐĞƋƵŝƚLJ | Ψϯϭϴ͕ϯϳϭ | {7}------------------------------------------------ ## **tĂǀĞůĂŶĚĂƉŝƚĂůWĂƌƚŶĞƌƐ͕>> ^ƚĂƚĞŵĞŶƚŽĨKƉĞƌĂƚŝŽŶƐ &ŽƌƚŚĞzĞĂƌŶĚĞĚĞĐĞŵďĞƌϯϭ͕ϮϬϮϮ** #### **ZĞǀĞŶƵĞƐ** | ŽŵŵŝƐƐŝŽŶŝŶĐŽŵĞ
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Ϯ͕ϵϮϱ | |----------------------------------------------------------------|---|--------------------------------------| | dŽƚĂůƌĞǀĞŶƵĞƐ | | ϭ͕Ϯϵϲ͕Ϯϳϰ | | džƉĞŶƐĞƐ | | | | ŵƉůŽLJĞĞĐŽŵƉĞŶƐĂƚŝŽŶĂŶĚďĞŶĞĨŝƚƐ | | ϭ͕ϭϮϵ͕ϲϰϯ | | KĐĐƵƉĂŶĐLJĞdžƉĞŶƐĞ | |
ϯϮ͕ϮϱϬ | | WƌŽĨĞƐƐŝŽŶĂůĨĞĞƐ | |
ϴϳ͕ϴϬϭ | | >ŝĐĞŶƐĞƐĂŶĚWĞƌŵŝƚƐ | |
ϭϳ͕ϭϲϮ | | KƚŚĞƌŽƉĞƌĂƚŝŶŐĞdžƉĞŶƐĞƐ | |
ϯϮ͕Ϯϯϳ | | dŽƚĂůĞdžƉĞŶƐĞƐ | | ϭ͕Ϯϵϵ͕Ϭϵϯ | | EĞƚůŽƐƐďĞĨŽƌĞŝŶĐŽŵĞƚĂdžƉƌŽǀŝƐŝŽŶ | | ;Ϯ͕ϴϭϵͿ | | /ŶĐŽŵĞƚĂdž | | ϭ͕ϭϬϬ | | EĞƚůŽƐƐ | | Ψ;ϯ͕ϵϭϵͿ | {8}------------------------------------------------ ## Waveland Capital Partners, LLC Statement of Changes in Member's Equity For the Year Ended December 31, 2022 | | Member's Equity | | | |------------------------------|-----------------|---------|--| | Balance at December 31, 2021 | \$ | 108,839 | | | Member's contributions | | 100,000 | | | Net income (loss) | | (3,919) | | | Balance at December 31, 2022 | S | 204,920 | | {9}------------------------------------------------ ### **tĂǀĞůĂŶĚĂƉŝƚĂůWĂƌƚŶĞƌƐ͕>> ^ƚĂƚĞŵĞŶƚŽĨĂƐŚ&ůŽǁƐ &ŽƌƚŚĞzĞĂƌŶĚĞĚĞĐĞŵďĞƌϯϭ͕ϮϬϮϮ** | ĂƐŚĨůŽǁĨƌŽŵŽƉĞƌĂƚŝŶŐĂĐƚŝǀŝƚŝĞƐ͗ | | | | |-----------------------------------------------------------------|---|------------|------------| | EĞƚŝŶĐŽŵĞ;ůŽƐƐͿ | | | Ψ;ϯ͕ϵϭϵͿ | | ĚũƵƐƚŵĞŶƚƐƚŽƌĞĐŽŶĐŝůĞŶĞƚŝŶĐŽŵĞ;ůŽƐƐͿƚŽŶĞƚ | | | | | ĐĂƐŚƉƌŽǀŝĚĞĚďLJ;ƵƐĞĚŝŶͿŽƉĞƌĂƚŝŶŐĂĐƚŝǀŝƚŝĞƐ͗ | | | | | ;/ŶĐƌĞĂƐĞͿĚĞĐƌĞĂƐĞŝŶĂƐƐĞƚƐ͗ | | | | | ĐĐŽƵŶƚƐƌĞĐĞŝǀĂďůĞ | Ψ | ;ϭϱ͕ϳϭϴͿ | | | WƌĞƉĂŝĚĞdžƉĞŶƐĞ | |
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ϳϭ͕ϱϭϳ | | | dŽƚĂůĂĚũƵƐƚŵĞŶƚƐ | | |
ϱϴ͕ϮϮϰ | | | | | | | EĞƚĐĂƐŚĂŶĚĐĂƐŚĞƋƵŝǀĂůĞŶƚƐƉƌŽǀŝĚĞĚďLJ;ƵƐĞĚŝŶͿŽƉĞƌĂƚŝŶŐĂĐƚŝǀŝƚŝĞƐ | | |
ϱϰ͕ϯϬϱ | | ĂƐŚĨůŽǁĨƌŽŵĨŝŶĂŶĐŝŶŐĂĐƚŝǀŝƚŝĞƐ͗ | | | | | DĞŵďĞƌΖƐĐŽŶƚƌŝďƵƚŝŽŶƐ | Ψ | ϭϬϬ͕ϬϬϬ | | | EĞƚĐĂƐŚĂŶĚĐĂƐŚĞƋƵŝǀĂůĞŶƚƐƉƌŽǀŝĚĞĚďLJŽƉĞƌĂƚŝŶŐĂĐƚŝǀŝƚŝĞƐ | | | ϭϬϬ͕ϬϬϬ | | EĞƚĚĞĐƌĞĂƐĞŝŶĐĂƐŚĂŶĚĐĂƐŚĞƋƵŝǀĂůĞŶƚƐ | | | ϭϱϰ͕ϯϬϱ | | ĂƐŚĂŶĚĐĂƐŚĞƋƵŝǀĂůĞŶƚĂƚďĞŐŝŶŶŝŶŐŽĨLJĞĂƌ | | | ϭϰϱ͕ϴϰϮ | | ĂƐŚĂŶĚĐĂƐŚĞƋƵŝǀĂůĞŶƚĂƚĞŶĚŽĨLJĞĂƌ | | | ΨϯϬϬ͕ϭϰϳ | | | | | | | | | | | | ^ƵƉƉůĞŵĞŶƚĂůĚŝƐĐůŽƐƵƌĞŽĨĐĂƐŚĨůŽǁŝŶĨŽƌŵĂƚŝŽŶ͗ | | | | | ĂƐŚƉĂŝĚĚƵƌŝŶŐƚŚĞLJĞĂƌĨŽƌ͗ | | | | | /ŶƚĞƌĞƐƚ | | ΨͲ | | | /ŶĐŽŵĞƚĂdžĞƐ | | Ψϭ͕ϭϬϬ | | {10}------------------------------------------------ ## **Note 1: GENERAL AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES** *General* Waveland Capital Partners, LLC ("the Company") was organized on August 8, 1995 under the name Mercer Global Securities, LLC. In September 2001 the Company was sold to United Equity Holdings, LLC who changed its name to Waveland Securities, LLC. On March 28, 2005, Waveland Securities , LLC changed its name to Waveland Capital Partners, LLC. The Company is a registered broker/dealer in securities under the Securities Exchange Act of 1934 and is a member of the Financial Industry Regulatory Authority ("FINRA") and the Securities Investor Protection Corporation ("SIPC"). The Company is a wholly‐owned subsidiary of Waveland Capital Group (the "Parent"), and is affiliated through common ownership with Waveland Management Group ("WMG"). Under its membership agreement with FINRA and pursuant to Rule 15c3‐3(k)(2)(ii), the Company no longer conducts any trading activities. Accordingly, the Company is exempt from the requirement of Rule 15c3‐3 under the Securities Exchange Act of 1934 pertaining to the possession or control of customer assets and reserve requirements. The Company operates as the Managing Broker Dealer for Regulation D Offerings for which it receives a fee as proceeds are raised for the fund. ## *Summary of Significant Accounting Policies* The presentation 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 disclosure of contingent assets and liabilities at 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. For purposes relating to the statement of cash flows, the Company has defined cash equivalents as highly liquid investments, with original maturities of less than three months, that are not held for sale in the ordinary course of business. Commissions receivable are stated at face amount with no allowance for doubtful accounts. An allowance for doubtful accounts is not considered necessary because probable uncollectible accounts are immaterial. {11}------------------------------------------------ Commissions from the sale of private placements are recognized on the trade date which is when the company has no further continuing obligations. The Company has evaluated events subsequent to the balance sheet date for items requiring recording or disclosure in the financial statements. The evaluation was performed through March 16, 2023, which is the date the financial statements were available to be issued. Based upon this review, the Company has determined that there were no events which took place that would have a material impact on its financial statements. ## **Note 2: INCOME TAXES** The Company is treated as a disregarded entity for federal income tax purposes, in accordance with single member limited liability company rules. All tax effects of the Company's income or loss are passed through to the Parent. Therefore, no provision or liability for Federal Income Taxes is included in these financial statements. The Company is subject to a minimum franchise tax. As of December 31, 2022, the income tax provision consists of the following: | State taxes | \$
1,100 | |----------------------------|-------------| | Total income tax provision | \$
1,100 | State income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related to differences between the financial and income tax bases of assets and liabilities. The deferred tax assets and liabilities, if any, represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. The Company accounts for uncertain tax positions in accordance with accounting principles generally accepted in the United States of America (GAAP). No amounts have been recognized or disclosed related to uncertain tax positions. The Company would record interest expense and penalties related to uncertain tax positions as interest expense and other operating expense, respectively. {12}------------------------------------------------ The Company is required to file income tax returns in state tax jurisdictions. The Company's tax returns are subject to examination by taxing authorities in the jurisdictions in which it operates in accordance with the normal statutes of limitations in the applicable jurisdiction. The statute of limitations for state purposes is generally three years, but may exceed this limitation depending upon the jurisdiction involved. Returns that were filed within the applicable statute remain subject to examination. As of December 31, 2022, the state has not proposed any adjustment to the Company's tax position. ## **Note 3: RELATED PARTY TRANSACTION** The Company is affilitated through common ownership with an enity who serves as the general partner of the fund. The Company conducts certain related party transactions with the Parent and WMG. For the year ended December 31, 2022, the Company total allocated expense is \$1,188,930, and was charged \$1,080,285 as of December 31, 2022 by WMG, which serves as an administrative cost center. These reimbursements are made in accordance with an expense reimbursement agreement. Included in this charge are allocated rent (\$32,250), payroll expenses (\$1,020,998), and other costs (\$27,037) for the year ended December 31, 2022. The affilliated entity is owed \$108,645 at December 31, 2022. ## **Note 4: COMMITMENTS AND CONTINGENCIES** The Company has no commitments and contingencies as of the year ended December 31, 2022. ## **Note 5: GUARANTEES** FASB ASC 460, Guarantees, requires the Company to disclose information about its obligations under certain guarantee arrangements. FASB ASC 460 defines guarantees as contracts and indemnification agreements that contingently require a guarantor to make payments to the guaranteed party based on changes in an underlying factor (such as an interest or foreign exchange rate, security or commodity price, an index or the occurrence or nonoccurrence of a specified event) related to an asset, liability or equity security of the guarantor to make payments to the guaranteed party based on another entity's failure to perform under an agreement as well as indirect guarantees of indebtedness of others. The company has issued no guarantees at December 31, 2022 or during the year then ended. {13}------------------------------------------------ ### **Note 6: LEASE COMMITMENT** The Company lease space was terminated February 28, 2022, before which the lease was on a month to month in the amount of \$525 a month. The lease expense was \$1,050 relating to the office lease for the year ended December 31, 2022. In February 2016 the FASB issued ASU 2016‐02, Leases – (Topic 842). ASU 2016‐02 will require the recognition of lease assets and lease liabilities on the balance sheet to the rights and obligations created by lease agreements, including for those leases classified as operating leases under previous GAAP, along with the disclosure of key information about leasing arrangements. The Company has elected not to apply the recognition requirements of Topic 842 relating to its short‐term office lease and instead has elected to recognize the lease payments as lease cost on a straight line basis over the lease term. ### **Note 7: NET CAPITAL REQUIREMENTS** The Company is subject to the Securities and Exchange Commission Uniform Net Capital Rule (SEC 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 15 to 1. Rule 15c3‐1 also provides that equity capital may not be withdrawn or cash dividends paid if the resulting net capital ratio would exceed 10 to 1. Net capital and aggregate indebtedness change day to day, but on December 31, 2022, the Company had net capital of \$186,697 which was \$179,133 in excess of its required net capital of \$7,563; and the Company's ratio of aggregate indebtedness (\$113,451) to net capital was .61 to 1, which is less than the 15 to 1 maximum allowed. ### **Note 8: COMPANY CONDITION** The Company has a loss for the year ended December 31, 2022, and has received capital contribution from its Parent for working capital. The Company Parent has agreed to provide capital contributions to the Company as necessary for it to continue operations and to maintain compliance with minimum net capital requirements. Management expects the Company to continue as a going concern and the accompanied financial statements have been prepared on a going‐concern basis without adjustment for realization in the event the Company ceases to continue as a going concern. {14}------------------------------------------------ # Waveland Capital Partners, LLC Schedule I - Computation of Net Capital Requirements Pursuant to Rule 15c3-1 As of December 31, 2022 #### Computation of net capital Member's equity \$ 204,920.00 Total member's equity \$ 204,920.00 Less: Non-allowable assets \$ (17,967.50) Accounts receivable Prepaid expense \$ (256.00) Total non-allowable assets \$ (18,223.50) Net capital Computation of net capital requirements Minimum net capital requirements 6 2/3 percent of net aggregate indebtedness \$ 7,563.36 \$ Minimum dollar net capital required 5,000.00 S Net capital required (greater of above) \$ 179,133.14 Excess net capital Ratio of aggregate indebtedness to net capital 0.61 : 1 (7,563.36) There was no material difference between net capital computation shown here and the net capital computation shown on the Company's unaudited Form X-17A-5 report dated December 31, 2022. {15}------------------------------------------------ # Waveland Capital Partners, LLC Schedule II - Computation for Determining of Reserve Requirements Pursuant to Rule 15c3-3 As of December 31, 2022 A computation of reserve requirements is not applicable to Waveland Capital Partners, LLC as the Company qualifies for exemption under Rule 15c3-3(k)(2)(ii). {16}------------------------------------------------ # Waveland Capital Partners, LLC Schedule III - Information Relating to Possession or Control Requirements Pursuant to Rule 15c3-3 As of December 31, 2022 Information relating to possession or control requirements is not applicable to Waveland Capital Partners, LLC as the Company qualifies for exemption under Rule 15c3-3(k)(2)(ii). {17}------------------------------------------------ ![](_page_17_Picture_0.jpeg) 100 E. Sybelia Ave. Suite 130 Maitland. FL 32751 Certified Public Accountants Email: pam a ohabco.com Telephone 407-740-7311 Fax 407-740-6441 #### REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Member's of Waveland Capital Partners, LLC We have reviewed management's statements, included in the accompanying Exemption, in which (1) Waveland Capital Partners, LLC identified the following provision(s) of 17 C.F.R. §15c3-3(k) under which Waveland Capital Partners, LLC claimed the following exemption(s) from 17 C.F.R. §240.15c3-3: (k)(2)(ii) and (2) Waveland Capital Partners, LLC stated that Waveland Capital Partners, LLC met the identified exemption provisions throughout the most recent fiscal year without exception. The Company is also filing this Exemption Report because the Company's other business activities contemplated by Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5 are limited to effecting securities transactions via subscription way basis where the funds are payable to the issuer or its agent and not to the Company, receiving transaction for referring securities transactions to other broker-dealers. In addition, the Company did not directly 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 15c2-4 and/or funds received and promptly transmitted for effecting transactions via subscriptions on a subscription way basis where the funds are payable to the issuer or its agent and not to the Company; did not carry accounts of or for customers; and did not carry PAB accounts (as defined in Rule 15c3-3) throughout the most recent fiscal year without exception. Waveland Capital Partners, LLC's management is responsible for compliance with the exemption provisions and its statements. Our review was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included inquiries and other required procedures to obtain evidence about Waveland Capital Partners, LLC's compliance with the exemption provisions. A review is substantially less in scope than an examination, the objective of which is the expression of an opinion on management's statements. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to management's statements referred to above for them to be fairly stated, in all material respects, based on the provisions set forth in paragraph(s) (k)(2)(ii) of Rule 15c3-3 under the Securities Exchange Act of 1934 and the Company's other business activities contemplated by Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5, and related SEC Staff Frequently Asked Questions. Maitland, Florida March 16, 2023 {18}------------------------------------------------ #### Waveland Capital Partners' Exemption Report Waveland Capital Partners, LLC (the "Company") is a registered broker-dealer subject to Rule 17a-5 promulgated by the Securities and Exchange Commission (17 C.F.R. §240.17a-5, "Reports to be made by certain brokers and dealers"). This Exemption Report was prepared as required by 17C.F.R. § 240.17a-5(d)(1) and (4). To the best of its knowledge and belief, the Company states the following: - (1) The Company claimed an exemption from 17 C.F.R. § 240.15c3-3 under the following provisions of 17 C.F.R. §240.15c3-3 (k)(2)(ii). - (2) The Company met the identified exemption provisions in 17 C.F.R. §240.15c3-3 (k)(2)(ii) throughout the most recent fiscal year without exception. - (3) The Company is also filing this Exemption Report because the Company's other business activities contemplated by Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5 are limited to (1) effecting securities transactions via subscriptions on a subscription way basis where the funds are payable to the issuer or its agent and not to the Company; (2) receiving transactionbased compensation for referring securities transactions to other broker-dealers, and the Company (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 15c2-4 and/or funds received and promptly transmitted for effecting transactions via subscriptions on a subscription way basis where the funds are payable to the issuer or its agent and not to the Company); (2) did not carry accounts of or for customers; and (3) did not cary PAB accounts (as defined in Rule 15c3-3) throughout the most recent fiscal year without exception. Waveland Capital Partners, LLC I, Michael Greer, swear (or affirm) that, to my best knowledge and belief, this Exemption Report is true and correct. Title: President 02/16/2023 Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.