# MANN MANN JENSEN PARTNERS LP X-17A-5 (2023-03-14) — Broker-dealer annual report - Company: MANN MANN JENSEN PARTNERS LP - Form: X-17A-5 - Filed: 2023-03-14 - Period: 2022-12-31 - Accession: 0001339265-23-000005 - CIK: 1339265 - File #: 8-67083 - Type: Broker-dealer - Material weakness: No - Auditor: Goldman & Company CPAs P.C. - Auditor location: Marietta, GA - Contact: Werner Graser - Phone: 203-685-3820 - Signed by: Werner Graser (President) Original filing: https://www.sec.gov/Archives/edgar/data/1339265/000133926523000005/mmjaudit2022_1.pdf --- {0}------------------------------------------------ | | UNITED STATES | 0MB APPROVAL | |-----------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------| | | SECURITIES AND EXCHANGE COMMISSION | 0MB Number: 3235-0123
Expires: Oct. 31, 2023 | | | Was~ington, D.C. 20549 | Estimated average burden | | | | hours per response: 12 | | | ANNUAL REPORTS | SEC FILE NUMBER | | | FORM X-17A-5 | 8-67083 | | | PART 111
· | | | | | | | | FACING PAGE
Information Required Pursuant to Rules 17a-5, 17a-12, an_d 18a-7 under the Securities Exchange Act of 1934 | | | FILING FOR THE PERIOD BEGJNNING | __
Q_1_/Q_1 /_2_2_ AND ENDING _1_2_/_3_1_/2_2_· __ | | | | MM/DD/YY | MM/Dr:,/YY | | | A. REGISTRANT IDENTIFICATION | | | | | | | | NAME oF FIRM: Mann Mann Jen~en Partners LP | | | | | | | TYPE OF REGISTRANT (check all applicable boxes): | | | | C!l Broker-dealer
D Check here if respondent Is also an OTC derivatives dealer | D Security-based swap dealer | D Major security-based swap participant | | | | | | | ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) | | | 1270 Avenue of the Americas, Fl 7 | | | | | (No. and Street) | | | New York | NY | 10020 | | (City) | (State) | (Zip Code) | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | | | | | | | | (Name) | {Are·a Code-Telephone Number) | (Email Address) | | | B. ACCOUNTANT IDENTIFICATION | | | | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing* | | | Goldman & Company CPAs P.C. | | | | | (Name - if individual, state last, first, and middle name) | | | 3535 Roswell Rd., Ste 32 | Marietta | GA
30062 | | (Address) | {City) | (State)
(Zip Code) | | | | | | (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 | | | | acco·untant must be supported by a statement of facts and circumstances relied on as the basis of the exemption. See 17 | | | CFR 240.17a-S(e)(l)(ii), if applkable. | Persons who are to respond to the collectlon of information contained In this form are not required to respond unless the form | | | displays a currently valld 0MB control number. | | | {1}------------------------------------------------ #### **OATH OR AFF\_IRMATION** | | •--,--:-----:--------------'swear (or
financial report pertaining to the firm of Mann Mann J_ensen Parnters LP | affirm) that, to the best of my knowledge and belief the
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2--:, 1s true and correct. I further swear (or affirm) that neither the company nor any | as o
· | | | 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. | · | | | | | | | | | | | | nature:)./,
CINDY E BLUSTEIN | | | | Notary
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State of
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tt----='---=--------f'--------- | #### **This filing\*\* contains (check all applicable boxes):** - **!1 (a)** Statement of financial condition.· - D (b) Notes to consolidated statement of financial condition. - **!!l** (c} Statement ofincome (loss) or, if there i~ other comprehensive income in the period{s) presented, a statement of comprehensive income (as defined ln § 210.1-02 of Regulation S-X). · - Iii (d) Statement of cash flows. · - Iii (e) Statement of changes in stockholders' or partners' or sole proprietor's equity. - D (f} Statement of changes In llabilities subordinated to claims of creditors. - Iii (g) Notes to consolidated financial statements. - Iii (h) Computation of net capital under 17 CFR 240.15c3-1 or 17 CFR 240.lSa-1, as applicable. - D (i) Computation of tangible net worth under 17 CFR 240.18a-2. - **!!!I** U) Computation fo·r determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.15c3-3. D (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.lSa-4, as applicable. - D (I) Computation for Determination of PAB Requirements under Exhibit A to§ 240.1Sc3-3. - Iii (m) Information relating to possession or control requirements for customers under 17 CFR 240.15c3-3. - D (n) Information relating to possession or control requirements for security-based swap customers under 17 CFR - 240.1Sc3-3(p)(2) or 17 CFR 240,18a-4, as applicable. \ D (o) Reconciliations, including appropriate explanations, of the FOCUS Report with computation of net capita! or tangible net worth under 17 CFR 240.1Sc3-1, 17 CFR 240.18a-1, or 17 CFR 240.lSa-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. - ii~ (q) Oath or affirmation in accordance with 17 CFR 240.17a-5, 17 CFR 240.17a-12, or 17 CFR 240.lSa-7, as applicable. - D (r) Compliance report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.lSa-7, as applicable. - ~ (s) Exemption report In accordance with 17- CFR 240.17a-5 or i7 CFR 240.lSa-7, as applicable. - l!!!I (t) Independent public accountant's report based on an examination of the statement of financial condition. - · ii!! (u) Independent public accountant's report based on an examination of the financial report or financial statemen~s under 17 CFR 240.17a-5, 17 CFR 240.18a-7, or 17 CFR 240.17a-12, as applicable. - Iii (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.lSa-7, as applicable. - ii!! (w) Independent publlc accountant's report based on a review of the exemption report under 17 CFR 240.17a-S 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), as applicable. · {2}------------------------------------------------ FINANCIAL STATEMENTS FOR THE YEAR ENDED December 31, 2022 AND REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM {3}------------------------------------------------ #### **Table of Contents** | Report of Independent Registered Public Accounting Firm | | | |--------------------------------------------------------------------|----|--| | Financial Statements | | | | Statement of Financial Condition . | 2 | | | Statement of Operations . | 3 | | | Statement of Changes in Partners' Capital . | 4 | | | Statement of Cash Flows . | 5 | | | Notes to Financial Statements . | 6 | | | Supplementary Schedule I - Computation of Net Capital. . | 12 | | | Supplementary Schedules II & Ill. | 13 | | | Independent Accountants' Report on Exemption . | 14 | | | Exemption Report | 15 | | | Independent Accountants' Report on Applying Agreed-Upon Procedures | | | | Related to SIPC Assessment Reconciliation . | 16 | | | SIPC General Assessment Reconciliation Form SIPC-7 . | 17 | | {4}------------------------------------------------ #### REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Partner and Management of Mann Mann Jensen Partners LP Opinion on the Financial Statements E~ We have audited the accompanying statement of financial condition of Mann Mann Jensen Partners LP as of *<* December 31, 2022, the related statements of operations, changes in partner's capital and cash flows for the O: year ended December 31, 2022 and the related notes and schedules I, TI and III ( collectively referred to as theu "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the 2: financial position of Mann Mann Jensen Partners LP as of December 31, 2022, and the results of its operations 0 and its cash flows for the year then ended in conformity with accounting principles generally accepted in the U United States of America. .. ; #### **Basis for Opinion** These financial statements are the responsibility of Mann Mann Jensen Partners LP 's management. Our responsibility is to express an opinion on Mann Mann Jensen Partners LP'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 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 fmancial 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 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. #### **Auditor's Report on Supplemental Information** The Schedule's I- Computation of Net Capital Under SEC Rule 15c3-l, Schedule II-Computation for Determination of Reserve Requirements Pursuant to SEC Rule 15c3-3 (exemption) and Schedule ill-Information Relating to Possession or Control Requirements Pursuant to SEC Rule 15c3-3 (exemption) have been subjected to audit procedures performed in conjunction with the audit of Mann Mann Jensen Partners LP's financial statements. The supplemental information is the responsibility of Mann Mann Jensen Partners LP's management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting 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. l 7a-5. In our opinion, the schedule's I, II. and ill are fairly stated, in all material respects, in relation to the financial statements as a whole. We have served as the Company's auditor since 2015. Goldman & Company, CPA's, P.C. Marietta, Georgia March 13, 2023 {5}------------------------------------------------ #### **STATEMENT OF FINANCIAL CONDITION December 31, 2022** #### **ASSETS** | ASSETS: | | |-------------------------|----------------| | Cash & cash equivalents | \$
86,902 | | Accounts receivable | 289,273 | | Officer's advance | 47,850 | | Prepaid expenses | 3,441 | | Deferred tax asset | 148,000 | | Total current assets | I
575,466 | | Net Fixed asset | 1,107 | | OTHER ASSETS | | | Security Deposit | 4,182 | | TOTAL | I\$
580,755 | #### **LIABILITIES AND PARTNERS' CAPITAL** | LIABILITIES | | | |---------------------------------------|-----|---------| | Commissions payable | \$ | 187,646 | | Accounts payable and accrued expenses | | 34,314 | | TOTAL | I | 221,960 | | PARTNERS' CAPITAL | I | 358,795 | | | | | | TOTAL | I\$ | 580,755 | The accompanying notes are an integral part of these financial statements. {6}------------------------------------------------ #### **STATEMENT OF OPERATIONS FOR THE YEAR ENDING DECEMBER 31 2022** ' | REVENUE: | | | |------------------------------------------|-----|-----------| | Commissions | \$ | 1,421,818 | | Interest income | | 3 | | Total revenue | I\$ | 1,421,821 | | EXPENSES: | | | | Employee benefits and compensation | | 294,014 | | Insurance | | 141 ,322 | | Travel & registered reps. reimbursements | | 121,065 | | Commissions | | 824,509 | | Legal and professional fees | | 58,928 | | Rent | | 40,135 | | Office expense | | 36,981 | | Regulatory expense | | 35,538 | | Consulting | | 87,146 | | Bank service expense | | 1,739 | | Depreciation | | 569 | | Other operating expenses | | 9,850 | | Total expenses | I | 1,651,796 | | Net loss before other income | | (229,975) | | Other income | | | | Deferred tax benefit | | 27,000 | | Other income | | 27,000 | | NET LOSS | I\$ | (202,975) | | | | | The accompanying notes are an integral part of these financial statements. {7}------------------------------------------------ #### **STATEMENT OF CHANGES IN PARTNERS' CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2022** | | General Partner | | Limited Partners | | Total | | |----------------------------------|-----------------|---------|------------------|----------------------|-------|----------------------| | Balance - beginning of year | \$ | (4,094) | \$ | 315,864 | \$ | 311,770 | | Net loss
Capital Contribution | | (670) | | (202,305)
250,000 | | (202,975)
250,000 | | Balance - end of year | I \$ | (4,764) | \$ | 363,559 | \$ | 358,795 | The accompanying notes are an integral part of these financial statements. {8}------------------------------------------------ #### **STATEMENT OF CASH FLOWS FOR THE YEAR ENDING DECEMBER** 31, **2022** | OPERATING ACTIVITIES:
Net loss | \$ | (202,975) | |-------------------------------------------------------------------------------------|-----|-----------| | Adjustments to reconcile net income to net cash
provided in operating activities | | | | Depreciation | | 569 | | Decrease in accounts receivable | | 12,549 | | Increase in officer's advance | | (47,850) | | Increase in accounts payable | | 4,099 | | Decrease in commission payable | | (6,843) | | Increase in deferred tax | | (27,000 | | Net cash used by operating activities | I\$ | (267,451 | | INVESTING ACTIVITIES: | | | | Purchase of fixed assets | | 1,676 | | Net cash used by investing activities | I\$ | (1,676) | | | | | | FINANCING ACTIVITIES: | | | | Partner's capital contributions | \$ | 250,000 | | Net cash provided by financing activities | I\$ | 250,000 | | NET DECREASE IN CASH | I\$ | (19,127 | | CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR | \$ | 106,029 | | CASH AND CASH EQUIVALENS AT END OF YEAR | I\$ | 86,902 | The accompanying notes are an integral part of these financial statements. 5 {9}------------------------------------------------ # **Notes to Financial Statements** Year Ended December 31, 2022 **1. Organization and Nature of Business** Mann Mann Jensen Partners **LP** (the "Company"), formerly known as Vega Securities LP and Proxima Alfa Securities **LP,** was organized in 2005 as a limited partnership under the laws of the State of Delaware. The Company provides finder or introducer services to private investment funds (i.e., hedge funds) and their managers. The Company is a broker-dealer registered with the Securities and Exchange Commission (SEC) and is a member of the Financial Industry Regulatory Authority (FINRA). The Company operates from its office located in New York City. The Company does not carry securities accounts for customers, perform custodial functions related to customers' securities, or maintain customer funds and is therefore exempt from the reserve and possession of control requirements of Rule 15c3-3 of the SEC. The General Partner, which has a 0.33% ownership interest, has full and complete control of all affairs of the Company, and the management and control of the Company's activities. Limited partners are only liable for the losses, debts, and obligations of the Company. Allocation of income, losses, and distributions are made in accordance with each partner's respective ownership interest. Subject to any limitations in the Delaware limited partnership law, a limited partner may not withdraw any part of its capital account from the Company or receive any distribution from the Company except as approved by the General Partner. ## **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. Revenues and gains are recognized when earned, while expenses and losses are recognized when incurred. {10}------------------------------------------------ # **Notes to Financial Statements** Year Ended December 31, 2022 ## **2. Summary of Significant Accounting Policies (continued)** **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 if applicable 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. **Revenue recognition** - On January 1, 2018, the Company adopted ASU 2014-09 Revenue from Contracts with Customers and all subsequent amendments to the ASU (collectively, "ASC 606"), which creates a single framework for recognizing revenue from contracts with customers that fall within its scope. Revenue is measured based on a consideration specified in a contract with a customer. The Company recognizes revenue when it satisfies a performance obligation by transferring control over goods \_or service to a customer. Services within the scope of ASC 606 include Investment banking M&A advisory fees. **Cash and cash equivalents** - For purposes of the statement of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. During the year ended December 31, 2022, the Company had amounts in excess of federally insured limits on deposit with a bank. The Company has not experienced any losses in such accounts, and management believes it is not subjected to any significant credit risk on its cash and cash equivalents. **Accounts receivable** - Accounts receivable are customer accounts receivable carried at estimated net realizable value. Management believes that all accounts receivable as of December 31 , 2022 are fully collectible. Accordingly, no allowance for bad debts has been recorded at December 31, 2022. Accounts receivable are due upon receipt of services. Accounts receivable at December 31, 2021 was \$259,822. **Property, equipment and depreciation** - Property and equipment are stated at cost. Additions to property and equipment or expenditures which increase the useful lives of the assets are capitalized. The cost of assets sold or otherwise disposed of and the accumulated depreciation thereon are eliminated from the accounts and the resulting gain or loss is reflected in income {11}------------------------------------------------ # **Notes to Financial Statements** Year Ended December 31, 2022 except for assets traded. Depreciation is provided on the straight-line basis at rates based on the following estimated useful lives: | Equipment | 3-5 years | | | |------------------------|-----------|--|--| | Furniture and Fixtures | 7 years | | | Expenditures for maintenance and repairs are charged to operations as incurred. Depreciation expense for 2022 was \$569. **Income taxes** - The Company is taxed as a partnership for federal and state income tax purposes. The Company is not a taxpaying entity for federal and state income tax purposes; accordingly, a provision for federal and state income taxes has not been recorded in the accompanying financial statements. Partnership income or loss is reflected in the partners' individual or corporate income tax returns in accordance with their ownership percentages. The Company operates in New York City, which imposes an income tax on unincorporated businesses. The Company files its U.S. partnership income tax returns using the cash basis of accounting. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be realized or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period that includes the enactment date. The deferred tax asset is comprised of net operating loss carryforwards on tax imposed by the city of New York on limited partnerships. The net operating losses are as follows: | Tax Year | Amount | Expiration Date | |----------|-----------|-----------------| | 2011 | \$155,079 | 2031 | | 2012 | \$528,814 | 2032 | | 2013 | \$229,359 | 2033 | | 2014 | \$246,503 | 2034 | | 2016 | \$849,622 | 2036 | {12}------------------------------------------------ # **Notes to Financial Statements** Year Ended December 31, 2022 | 2017 | \$737,147 | 2037 | | |------|-----------|------|--| | 2018 | \$401,860 | 2038 | | | 2019 | \$209,753 | 2039 | | | 2020 | \$424,054 | 2040 | | The Company has adopted the provisions of FASB Accounting Standards Codification 740-10, Accounting for Uncertainty in Income Taxes. Under FASB ASC 740-10, the Company is required to evaluate each of its tax positions to determine if they are more likely than not to be sustained if the taxing authority examines the respective position. A tax position includes an entity's status and the decision not to file a return. The Company has evaluated each of its tax positions and has determined that it has no uncertain tax positions for which a provision or liability for income taxes is necessary. The Company files income tax returns for federal, state and city jurisdictions. The Company is evaluating new accounting standards and will implement as required. **3. Subsequent events** - The Company evaluated subsequent events to March 13, 2023, the date the financial statements were issued. There were no additional events or transactions occurring during this subsequent event reporting period which require recognition or disclosure in the financial statements. The Company's owner sold all of their ownership in the Company in January 2023, by selling its partnership interests. On March 11, 2020, the World Health Organization declared the novel strain of coronavirus (Covid-19) a global pandemic and recommended containment and mitigation measures worldwide. The Covid-19 pandemic has continued to spread and has already caused severe global disruptions. The extent of Covid-19's affect on our operational and finance performance will depend on future developments, including the duration, spread and intensity of the pandemic, all of which are uncertain and difficult to predict considering the rapidly evolving landscape. As of the date of the independent registered public accounting firm report, the Company cannot reasonable estimate the length or severity of this pandemic, or the extent to which the disruption may materially impact the Company's financial position, results of operations and cash flows in fiscal year 2022. ## **4. Net Capital Requirements** The Company is subject to the SEC 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 {13}------------------------------------------------ # **Notes to Financial Statements** Year Ended December 31, 2022 net capital, both as defined, shall not exceed 15 to 1. At December 31 , 2022, the Company had net capital of \$28,644 which was \$13,847 in excess of its required net capital of \$14,797 The Company's percentage of aggregate indebtedness to net capital was 774.89%. ## **5. Indemnifications** In the normal course of its business, the Company indemnifies and guarantees certain service providers against specified potential losses in connection with their acting as an agent of, or providing services to, the Company. The maximum potential amount of future payments that the Company could be required to make under these indemnifications cannot be estimated. However, the Company believes that it is unlikely it will have to make material payments under these arrangements and has not recorded any contingent liability in the financial statements for these indemnifications. The Company provides representations and warranties to counterparties in connection with a variety of commercial transactions and occasionally indemnifies them against potential losses caused by the breach of those representations and warranties. The Company may also provide standard indemnifications to some counterparties to protect them in the event additional taxes are owed or payments are withheld, due either to a change in or adverse application of certain tax laws. These indemnifications generally are standard contractual terms and are entered into in the normal course of business. The maximum potential amount of future payments that the Company could be required to make under these indemnifications cannot be estimated. However, the Company believes that it is unlikely it will have to make material payments under these arrangements and has not recorded any contingent liability in the financial statements for these indemnifications. #### **6.Lease** The Company leases space on a month to month shared services agreement. The lease expense for 2022 was \$40,135. ## **7. Concentrations** The top three clients comprise approximately 57% of revenues for the year ending December 31 , 2022 and two clients represent 77% of the accounts receivable balance at December 31, 2022. ## **8. Revenue from Contracts with Customers** {14}------------------------------------------------ # **Notes to Financial Statements** Year Ended December 31, 2022 These services include agreements to provide advisory services to customers for which they charge the customer fees. The Company provides advisory services/corporate finance activity including mergers and acquisitions, reorganizations, tender offers, leverage buyouts, fundraising activity and the pricing of securities to be issued. The agreement contains nonrefundable retainer fees or success fees, which may be fixed or represent a percentage of value that the customer receives if and when the corporate finance activity is completed ("success fees"). In some cases, there is also an "announcement fee" that is calculated on the date that a transaction is announced based on the price included in the underlying sale agreement. The retainer fees, announcement fee, or other milestone fees reduce any success fee subsequently invoiced and received upon the completion of the corporate finance activity. The Company has evaluated its nonrefundable retainer payments, to ensure its fee relates to the transfer of a good or service, as a distinct performance obligation, in exchange for the retainer. If a promised good or service is not distinct, the Company combines that good or service with other promised goods or services until it identifies a bundle of goods or services that is distinct. In some cases, that would result in the broker-dealer accounting for all services promised in a contract as a single performance obligation and the retainer revenue is classified as deferred revenue on the Statement of Financial Condition. ## **9. Going Concern** The Company has sustained recurring losses and negative cash flows from operations over the past two years. The Company's ownership is committed to keeping the Company operating for the next 12 to 24 months via capital contributions, if necessary. Therefore, it will be able to meet its commitments and net capital requirements for the time period. {15}------------------------------------------------ #### **COMPUTATION OF NET CAPITAL UNDER RULE 15c3-1 OF THE SECURITIES AND EXCHANGE COMMISSION AS OF DECEMBER 31, 2022** | | I
SCHEDULE I | |-----------------------------------------------------------|----------------------| | TOTAL PARTNERS' CAPITAL QUALIFIED FOR NET | | | CAPITAL | I
358,795 | | | | | DEDUCTIONS AND/OR CHARGES: | | | Non-allowable assets: | | | Officer's advance | (47,850) | | Accounts receivable - net of commissions payable | (125,573) | | Prepaid expenses | (3,441) | | Fixed assets | (1,107) | | Deferred tax asset
Security deposit | (148,000)
(4,180) | | NET CAPITAL | I
28,644 | | | | | AGGREGATE INDEBTEDNESS | | | Accounts payable and accrued expenses | 221,960 | | Total aggregate indebtedness | I
221,960 | | | | | COMPUTATION OF BASIC NET CAPITAL REQUIREMENT | | | Minimum net capital required, greater of 6 2/3% of | | | aggregate indebtedness, or \$5,000 | I
14 797 | | | | | Excess net capital | I
13,847 | | Net capital in excess of the greater of: 10% of aggregate | | | indebtedness or 120% of minimum net capital requirement | I
6448 | | | | | Percentage of aggregate indebtedness to net capital | I
774.89% | | | | | | | | | | There is no material difference in the above computation and the Company's net capital as reported in the Company's Part IIA (unaudited) amended FOCUS report as of December 3 1, 2022 {16}------------------------------------------------ #### **SCHEDULE** II #### **COMPUTATION FOR DETERMINATION OF RESERVE REQUIREMENTS UNDER RULE 15C3-3 OF THE SECURITIES AND EXCHANGE COMMISSION** The Company does not claim an exemption from SEA Rule 15c3-3, in reliance on footnote 74 to SEC Release 34-70073, and as discussed in Q&A 8 of the related FAQ issued by SEC staff. The Company does not (1) directly or indirectly receive, hold, or otherwise owe fudns or securities for or to customers, (2)does not carry accounts of or for customers and (3) does not carry PAB accounts. #### **SCHEDULE** Ill #### **INFORMATION RELATING TO** THE **POSSESSION OR CONTROL REQUIREMENTS UNDER RULE 15c3-3 OF THE SECURITIES AND EXCHANGE COMMISSION** The Company does not claim an exemption from SEA Rule 15c3-3, in reliance on footnote 74 to SEC Release 34-70073, and as discussed in Q&A 8 of the related FAQ issued by SEC staff. The Company does not (1) directly or indirectly receive, hold, or otherwise owe fudns or securities for or to customers, (2)does not carry accounts of or for customers and (3) does not carry PAB accounts. {17}------------------------------------------------ # REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM **(uu** · Mann Mann Jensen Partners LP We have reviewed management's statements, included in the accompanying Rule 15c3-3 Exemption Report pursuant to SEC Rule 17a-5, in which (1) Mann Mann Jensen Partners LP (the Company) did not claim an exemption under paragraph (k) of 17 C.F.R. §240.15c3-3, and (2) the Company is filing this Exemption Report relying on Footnote 74 of the SEC Release No. 34-u ~O 70073 adopting amendments to 17 C.F.R. § 240.17a-5 because the Company limits its business activities exclusively to include receiving transaction-based compensation for identifying U potential merger and acquisition opportunities for clients. **111,---•~** In addition, the Company did not directly or indirectly receive, hold, or otherwise owe funds or **O** ·"' securities for or to customers, other than money or other consideration received and promptly '.(j 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 ufJ 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. Mann Mann Jensen Partners LP'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 Mann Mann Jensen Partners LP'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 upon the Company's business activities contemplated by Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240. l 7a-5, and related SEC Staff Frequently Asked Questions. Goldman & Company, CPA's, P.C. Marietta, Georgia March 13, 2023 {18}------------------------------------------------ #### .·· Mann Mann- Jensen Partners LP #### · Exemption -Report Mann Mann.Jenseri Partners LP (the '.'Company") is-a registered broker-dealer subject to Rule l 7a,.S promulgated by the Securities and Exchange Comm1ssi6n (1 ic.F.R. . Paragraph 240, 17a-5,\_ "Reports tp be n:i~\_de by certa\_in brokers and ·deaJers"). This Exemption Report:was .prepared as required; by 11 C.F.R: paragraph 240. l 7a-5( d)(l) and' (4). To the best 9fits k~owledge and belief, the Comp~ny states the following: ' . (l) The. Con:ip~y, doe~ not claim ~n \_exemption under. paragraph (k) of 17 C.F.R. §240. 15c3-3; and . : · · · · ' · (2)- . Th\_~ Company ·is filing tQis:Exemptiqn Report reiying on Footnote 74 of the SEC Releas~ · No. j4-70073 . adopt\_ing amendi:nents: t9 · 17 C.FR. 240. l 7a-5 because the Company limits its·: business \_activities exclusively to: (1) participating in distributions of ·: securities (oth~! th~n-ffrm coni\_mitment underwritings) in accordance with the requirements · of paragraphs,(~) or (b )(2) of Rule l 5c2-4; (2) receiving'fransaction based compensation· for ideiltifyi\_ng ·potential merger and acquisiti.on opportunities for clients, and the Company (1) did-not directly-01:2 Management of the Company has agreed to and acknowledged that the procedures performed are appropriate O to meet the intended purpose of assisting you and SIPC in evaluating the Company's compliance with the U applicable instructions on Form SIPC-7 for the year ended December 31, 2022. Additionally, SIPC ha~ ~ agreed to and acknowledged that the procedures performed are appropriate for their intended purpose. This ~ report may not be suitable for any other purpose. The procedures performed may not address all the items of 0 interest to a user of this report and may not meet the needs of all users of this report and, as such, users are <>Mail Code: 8967 P.O. Box 7247 Philadelphia, PA 19170~0001 | | | |-----------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------| | (36-REV 12/18) | | General Assessment Reconciliation | | SIPC-7 | | | | 12/31/22 | | (36-_REV 12/18) | | | For | the fiscal year ended
(Read carefully the Instructions in your Work-in-g-.C-o-py-b-el-o-re-c-ompleting this Form) | | | | | , | TO BE FILED BY ALL SIPC MEMBERS WITH FISCAL YEAR ENDINGS | | | | | purposes of the audit requirement of SEC Rule 17a-5: | | | 1. Name of Member, addre_ss, Designated Examining Authority, 1934 Act registration no. and month in which fiscal year ends for | | | jMann Man~ Jensen Partners LP | | 7 | Note: It any of the information shown on the
mailing label requires correction, please e-mail | | | 1270 Avenue of the Americas FL 7 | | | any corrections to form@sipc.org and so
indicate on the form filed. | | New York, NY 10020 | | | | Name and telephone number of person to
contact respecting this form. | | L
-· | | | _J | | | | | | | | | | | | | \$2092.14 | | 2. A: General Assessment (Item 2e from page 2) | | | | | | | B. Less payment made with SIPC-6 filed (exclude inler,~_st) | | | ( 1050.69 | | Date Paid | | | | ________ | | C. Less prior overpayment applied | | | | ·)
( | | | D. Assessment balance due or (overpayment) | | | 1041.45 | | | E. Interest computed on late payment (see instruction E) lor ____ days at 20% per annum | | | | | | F. Total assessment balance and interest due (or overpayment carried forward) | | | \$1041.45 | | | | q | | | | G. PAYMENT:
Check malled lo P.O.- Box
Total (must be same as F above) | □
✓ the box
Funds Wired~ A_c | rv1 | _________
_ | | | H. Overpayment carried forward | | \$( | ________
_ | | | | 3. Subsidiaries (S) and predecessors (P) included in this form (give name and 1934 Act registration number): | | | | | | | | | | | | | | | | | | | | | | | The SIPC member submitting this form and the | | | | | | person by whom ii is executed represent thereby | that all information contained herein is true, correct | | | LP
µ~\"ltl t-1A.Nr-l ::re:NSe ,J PA~ TrJe:12--"-> | | and complete. | | | w---
(Nome of Corpora,lon, Partnership or olher organfz' | n) | | | | | tAulhorized Signelure)
~ R~-, '.D€'1".) -r | | | Dated the~ day of | . /.-rA(U,{( | | !TIiie) | | | | tor a period ot not Jess than 6 years, the lates.t 2 years in an easily accessible place. | | | This· form and the assessment payment Is due 60 days after the end of the fiscal year. Retain the Working Copy of. this form | | | | | | | | ffi Dates: | | | | | | Postmarked
31:
LU | Received | Reviewed | | | | > Calculations __
_
LU | | __
Documentation
_ | | --'--
Forward Copy | | ci::
c.:i Exceptions: | | | | | | a
;;; Disposition of exceptions: | | | | | | | | 1 | | | {21}------------------------------------------------ ## **'DETERMINATION OF "SIPC NET OP~RATING REVENUES" AND GENERAL ASSESSMENT** | | ___
Amounts for the fiscal period
___
beginning _01_10 __ 112;;;;2
_
_
and ending_,,_,,,,,_, | |----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------| | Item No.
2a. Total revenue (FOCUS Line 12/Parl IIA Line 9, Code 4030) | Eliminate cents
\$1,421,821 | | 2b. Addilions:
(1) Total revenues from the securities business of subsidiaries (except foreign subsidiaries) and
predecessors not include.d above.
·
· | | | (2) Net loss from principal transactions in securities in trading accounts. | | | (3) Nel loss -from principal transactions in commodities in trading accounts. | | | (4) Interest and dividenp expense deducted in determining item 2a. | | | (5) Net loss lrom management ol or participation In the underwriting or distribution al securities. | | | (6) Expenses other than advertising, printing, registration tees and legal fees deducted in determining net
profit from management o! or participation in underwriting or distribution of securities. | | | (7) Net loss lrom securities In-Investment accounts. | | | Total additions | | | 2c. Deductions: | | | · (!)"°Revenues from the distribution ol shares of a registered open end Investment company or unil
investment trust, from the sale ol variable annuities, from the business of insurance, from investment
advisory s.ervices rendered to registered investment companies or insurance company separate .
accounts, and from transactions in security futures products. | | | (2) Revenues from commodity transactions. | | | (3) Commissions, floor brokerage and clearance paid to other SIPC members in connection with
securities transactions. | | | (4) Reimbursements for ·postage in connection with proxy solicitation. | | | (5) Net gain from securities in investment accounts. | | | (6) 100% of commissions and m~rkups earned from transactions in ~i) _certificates of deposit and
(ii) Treasury bills, bankers acceptances or commercial paper that mature nine months or less
·
from issuance date. | | | (7) Direct expenses of printing advertising and legal fees incurred in connection with other revenue
related to the securities business (revenue defined by Section 16(9)(L) of the Act). | | | (8) Other revenue not related either directly or indirectly to the securities busi~ess.
(See Instruction CJ: | | | Interest income and expense reimbursement | 27,058 | | (Oed·uctions in excess ol \$100,000 require documentation) | | | | | | (9) (i) Total interest and dividend expense (FOCUS Line 22/PART IIA Line 1a:
_________
Code 4075 plus line 2b(4) above) but not in excess
\$
_
· of total interest and dividend income. | | | _________
(ii)_40% of margin interest earned on customers securities
_
accounts (40% of FOCUS line 5, Code 3960).
\$. | | | Enter the greater of line (I) or (II) | | | Total deductions | | | 2d. SIPC Net Operating Revenues | \$1,394,763 | | 2e. General Assessment@ .0015 | \$2092.14 | | | (to page 1, line 2:A.) | | : 2 | | Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.