# MVP FINANCIAL, LLC X-17A-5/A (2020-06-22) — Broker-dealer annual report - Company: MVP FINANCIAL, LLC - Form: X-17A-5/A - Filed: 2020-06-22 - Period: 2019-12-31 - Accession: 0001340915-20-000004 - CIK: 1340915 - File #: 8-67105 - Material weakness: No - Auditor: Liggett & Webb, P.A. - Auditor location: boynton beach, FL - Contact: steven perlstein - Phone: 2129622100 - Signed by: steven perlstein (ceo) Original filing: https://www.sec.gov/Archives/edgar/data/1340915/000134091520000004/MVP2019Revised6.18.20..pdf --- {0}------------------------------------------------ **81,7('67\$7(6 6(&85,7,(6\$1'(;&+\$1\*(&200,66,21 :DVKLQJWRQ'&** OMB APPROVAL OMB Number: 3235-0123 Expires: "VHVTU Estimated average burden KRXUVSHUUHVSRQVH **-** 6(&),/(180%(5 # **\$118\$/\$8',7('5(3257 )250;\$ 3\$57,,,** **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______________________________ AND ENDING______________________________ | | | | |---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------|---------|--------------------------------| | | MM/DD/YY | | MM/DD/YY | | A. | REGISTRANT IDENTIFICATION | | | | 093)LQDQFLDO//&
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_____________________________________________________________________________________________________________________ | | | | | | | | (Area Code – Telephone Number) | | B. | ACCOUNTANT IDENTIFICATION | | | | INDEPENDENT PUBLIC ACCOUNTANT whose opinion is contained in this Report* | | | | | /LJJHWW :HEE3\$
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_____________________________________________________________________________________________________________________ | | | | | (Address) | (City) | (State) | (Zip Code) | | CHECK ONE: | | | | | Certified Public Accountant | | | | | Public Accountant | | | | | | | | | | Accountant not resident in United States or any of its possessions. | | | | | | )252)),&,\$/86(21/< | | | | | | | | | | | | | | | | | | *\*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 240.17a-5(e)(2)* **3RWHQWLDO SHUVRQV ZKR DUH WR UHVSRQG WR WKH FROOHFWLRQ RI LQIRUPDWLRQFRQWDLQHGLQWKLVIRUPDUHQRWUHTXLUHGWRUHVSRQG** 6(& **XQOHVVWKHIRUPGLVSOD\VDFXUUHQWO\YDOLG20%FRQWUROQXPEHU** {1}------------------------------------------------ ### **OATH OR AFFIRMATION** | 6WHYHQ3HUOVWHLQ
I, ___________________________________________________________________________ , swear (or affirm) that, to the best of | | | |-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----|---------------------------------------------------------------------------------------------------------------------------------------------------| | my knowledge and belief the accompanying financial statement and supporting schedules pertaining to the firm of
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classified solely as that of a customer, except as follows:
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__________________________________________________________________________________________________________________________ | | ______________________________________
______________________________________ | | Commonwealth of Virginia County of Fairfax | | _________________________________________
___________________________________
Signature
Si | | Subscribed and sworn before me by Steven Perlstein | | | | on 06/18/2020. | &(2 | _________________________________________ | | | | Title | | _________________________________________
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Notary Public
This report ** contains (check all applicable boxes):
D
Facing Page.
E
Statement of Financial Condition.
F | | Notarized online using audio-video communication
Statement of Income (Loss)RULIWKHUHLVRWKHUFRPSUHKHQVLYHLQFRPHLQWKHSHULRGV SUHVHQWHGD6WDWHPHQW | | RI&RPSUHKHQVLYH,QFRPHDVGHILQHGLQ†RI5HJXODWLRQ6; .
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Statement of Changes in Financial Condition. | | | | H
Statement of Changes in Stockholders' Equity or Partners' or Sole Proprietors' Capital.
I
Statement of Changes in Liabilities Subordinated to Claims of Creditors.
J
Computation of Net Capital. | | | | K
Computation for Determination of Reserve Requirements Pursuant to Rule 15c3-3. | | | | L
Information Relating to the Possession or Control Requirements Under Rule 15c3-3. | | | | M
Computation for Determination of the Reserve Requirements Under Exhibit A of Rule 15c3-3. | | A Reconciliation, including appropriate explanation of the Computation of Net Capital Under Rule 15c3-1 and the | | consolidation. | | (k) A Reconciliation between the audited and unaudited Statements of Financial Condition with respect to methods of | | (l) An Oath or Affirmation. | | | | (m) A copy of the SIPC Supplemental Report. | | | | (n) 0DQDJHPHQW
V([HPSWLRQ5HSRUW | | | \*\**For conditions of confidential treatment of certain portions of this filing, see section 240.17a-5(e)(3).* {2}------------------------------------------------ # MVP FINANCIAL, LLC Financial Statements and Report of Independent Public Accounting Firm Pursuant to Rule 17a-5 Year Ended December 31, 2019 {3}------------------------------------------------ # MVP Financial, LLC Table of Contents December 31, 2019 | | Page(s) | |-----------------------------------------------------------------------------|---------| | Report of Independent Registered Public Accounting Firm | 1 - 2 | | Financial Statements | | | Statement of Financial Condition | 3 | | Statement of Operations | 4 | | Statement of Changes in Member's Equity (Deficit) | 5 | | Statement of Cash Flows | 6 | | Notes to Financial Statements | 7 - 9 | | Supplemental Information | 10 | | Schedule I - Computation of Net Capital Under Rule 15c3-1 of the Securities | | | and Exchange Commission | | | Reconciliation Between Audited and Unaudited Net Capital | 11 | | Schedule II - Computation for Determination of Reserve Requirement | | | Under Rule 15c3-3 of the Securities and Exchange Commission | 12 | | Exemption Certification | 13 | | Management's Exemption Report | 14 | | Report of Independent Registered Public Accounting Firm on Management's | | | Exemption Report | ી રે | {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) 1901 South Congress Avenue, Suite 110 Boynton Beach, FL 33426 / (561) 752-1721 #### REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Member of MVP Financial, LLC #### Opinion on the Financial Statements We have audited the accompanying statement of financial condition of MVP Financial, LLC as of December 31, 2019 and the related statement of operations, changes in member equity(deficit), 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, LLC as of December 31, 2019, and the results of its operations and its cash flow for the year then ended in conformity with accounting principles generally accepted in the United States of America. #### Explanatory Paragraph - Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has an accumulated deficit and no ongoing sources of revenue. These factors raise substantial doubt the Company's ability to continue as a going concern. Management's plans in regard to these matters are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty #### Basis for Opinion These financial statements are the responsibility of MVP Financial, LLC's management. Our responsibility is to express an opinion on MVP Financial, 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 MVP Financial, 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 include 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. #### Supplemental Information The information contained in the Computation of net capital requirement and aggregate indebtedness Under SEC Rule 15c3-1, Computation Basic net capital requirement under SEC Rule 15c3-1 and Computation of aggregate indebtedness under SEC Rule 15c3-1 and the reconciliation between audited and unaudited net capital has been subjected to audit procedures performed in conjunction with the audit of MVP Financial, LLC's financial statements, The supplemental information is the responsibility of MVP Financial, LLC 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 information. In formation. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and {5}------------------------------------------------ content, is presented in conformity with 17 C.F.R §240.17a-5. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole. ent a Well, P.A. Liggett & Webb, P.A., Certified Public Accountants We have served as the company's auditor since 2020. Boynton Beach, Florida February 28, 2020, except for Note 1 and Schedule I for which the date is May 5, 2020 {6}------------------------------------------------ Statement of Financial Condition December 31, 2019 | ಕಿತ
Cash
2,027
Prepaid expenses
4,003
ಕಾ
Total assets
6,030
ಕಿತ
Accrued professional fees payable
40
Accrued interest payable
1,000
Other accrued payables
1,432
Subordinated loan payable
25,000
Total Liabilities
27,472
(21,442)
ಲ್ಲಿ ಮಾ
Total liabilities and member's equity (deficit)
6,030 | Assets | | |---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------|--| | | | | | | | | | | | | | | | | | | Liabilities and member's equity (deficit) | | | | Liabilities | | | | | | | | | | | | | | | | | | | | | | | | Commitments and contingencies | | | | Member's equity (deficit) | | | | | | {7}------------------------------------------------ MVP Financial, LLC Statement of Operations For the Year Ended December 31, 2019 | Revenues | S | 16,800 | |---------------------------|----|----------| | Expenses | | | | Professional fees | | 67,193 | | Travel and entertainment | | 6,436 | | Communications | | 7,109 | | Occupancy | | 1,200 | | Interest | | 3,000 | | Advertising and promotion | | 211 | | Regulatory fees | | 2,028 | | Other | | 3,831 | | Total expenses | | 91,008 | | Net loss | ತಿ | (74,208) | {8}------------------------------------------------ | M VP Financial, LLC | | | |-------------------------------------------------------------------------------------------|---|----------| | Statement of Changes in Member's Equity (Deficit)
For the Year Ended December 31, 2019 | | | | Member's equity (deficit), January 1, 2019 | S | (41,981) | | Capital contributions | | 94,747 | | Net loss | | (74,208) | | Member's equity (deficit), December 31, 2019 | S | (21,442) | {9}------------------------------------------------ Statement of Cash Flows For the Year Ended December 31, 2019 | Cash flows from operating activities | | | |-----------------------------------------------|---|----------| | Net loss | S | (74,208) | | Adjustments to reconcile net loss to net | | | | cash used in operating activities: | | | | | | | | Decrease in prepaid expenses and other assets | | (3,521) | | Decrease in accrued professional fees payable | | (16,760) | | Decrease in accrued interest payable | | (2,500) | | Decrease in other accrued payables | | (713) | | Net cash used by operating activities | | (97,702) | | Cash flows from financing activities : | | | | Cash contributions from member | | 94,747 | | Net cash provided by financing activities | | 94,747 | | Net decrease in cash | | (2,955) | | Cash - December 31, 2018 | | 4,982 | | Cash - December 31, 2019 | S | 2,027 | | | | | | Supplemental cash flow information | | | | Cash paid for interest | S | 5,500 | | Cash paid for income tax | S | | {10}------------------------------------------------ #### 1. Nature of business MVP Financial, LLC (the "Company") is a Delaware limited liability company incorporated on January 15, 2004 whose sole member is Steven Perlstein ("Member"). The liability of the Member for the losses, debts and obligations of the Company is generally limited to his capital contributions. The Company is registered as a broker-dealer with the Securities and Exchange Commission ("SEC") and the Financial Industry Regulatory Authority, Inc. ("FINRA"). On September 19, 2019, the Company's Member entered into an agreement with a third party to sell 100% of the Company to the third party subject to FINRA approval of the change of control and other considerations. In connection therewith, the third party paid Mr. Perlstein \$70,000 and Mr. Perlstein contributed capital to the Company in the amount of \$70,000. The transaction has not closed as of February 28, 2020. The Company is restricted from conducting a securities business and it did not conduct a securities business in 2019, due to insufficient net capital. ### 2. Summary of Significant Accounting Policies #### Basis of Presentation The accompanying financial statements of the Company have been prepared on the accrual basis of accounting. ### 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 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 and the differences could be material ### Going Concern The Company has no ongoing sources of revenue. Its continued existence is dependent on the successful conclusion of ongoing negotiations with an outside group which has indicated an interest in providing a capital infusion through equity ownership in the Company. Absent such capital infusion, there is substantial doubt that Company would be able to meet its continuing obligations for at least one year from the issuance of these financial statements (see Note 1). ### Revenue Recognition Effective January 1, 2018, the Company adopted ASC Topic 606, Revenue from Contracts with Customers ("ASC 606"). The new revenue recognition guidance requires an entity to follow a five-step model to recognize revenue in order to depict the transfer of promised {11}------------------------------------------------ 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 Company earned \$16,800 in revenue during the year from consulting services to one customer. # Cash Equivalents The Company considers all highly liquid investments purchased with remaining maturities of three months or less to be cash equivalents. The Company did not have any cash equivalents at December 31, 2019. # Income Taxes The Company is treated as a disregarded entity for income tax purposes. Earnings/losses are included in the Member's personal income tax returns and taxed depending on his personal tax situation. Therefore, no provision or liability for federal income taxes has been included in the financial statements. The Company believes that it has appropriate support for any tax positions taken and, accordingly, does not have any uncertain tax positions that are material to the financial statements. Management believes its tax returns are no longer subject to taxing authority examinations for years prior to 2015. # 3. Net Capital Requirements The Company is subject to the SEC Uniform Net Capital Rule (SEC Rule 15c3-1, the "Rule"), which requires the maintenance of minimum net capital and requires that the ratio of aggregate indebtedness to net capital, as both defined, shall not exceed 15 to 1. In accordance with the Rule, the Company is required to maintain defined minimum net capital equal to the greater of \$5,000 or 1/15 of aggregate indebtedness. At December 31, 2019, the Company had net capital, as defined, of negative \$25,445, which compared to the requirement of \$5,000 results in a deficiency of \$30,445. Aggregate indebtedness at December 31, 2019 totaled \$27,472. The percentage of aggregate indebtedness to net capital was (107.97)%. The Company was not in compliance with its net capital requirement at any time during the year ended December 31, 2019. As a result of the net capital deficiency, FINRA may impose certain fines and penalties on the Company. As of the date these financial statements were available to be issued, the likelihood and amount of these fines and penalties is undeterminable. #### Subordinated Loan 4. The Company entered into a \$50,000 subordinated loan agreement which is not available for net capital purposes with a related party individual in 2009. The loan accrues interest at 12% per annum, with no specified repayment terms and is due on demand. As of December 31, 2019, total outstanding principal and accrued interest were \$25,000 and \$1,000, {12}------------------------------------------------ respectively. Interest expense incurred on this loan totaled \$3,000 for the year ended December 31, 2019. ### 5. Concentrations of Credit Risk and Other Matters The Company believes that it has no material credit risk concentrations at December 31, 2019. ### 6. Capital Contributions of Member The Company's Member contributed \$94,747 in additional capital during the year ended December 31, 2019. #### Subsequent Events 7. Subsequent events were evaluated through February 28, 2020 which is the date the financial statements were available to be issued. On February 25, 2020 the Company's Member contributed \$50,000 in additional capital. On February 26, 2020, the Company repaid its \$25,000 subordinated loan with interest of \$1,500 which had accrued through that date. {13}------------------------------------------------ # SUPPLEMENTAL INFORMATION {14}------------------------------------------------ Schedule I Computation of Net Capital Under Rule 15c3-1 of the Securities and Exchange Commission As of December 31, 2019 | Net Capital | | | |--------------------------------------------------------------------|----|-----------| | Total member's equity (deficit) | S | (21,442) | | Less non-allowable assets: | | | | Prepaid expenses | | 4,003 | | Net capital before haircuts on securities positions | | (25,445) | | Haircuts on securities positions | | | | Net capital (deficiency) | ಕೆ | (25,445) | | Aggregate Indebtedness | S | 27,472 | | Computation of Basic Net Capital Requirement | | | | Minimum net capital required | S | 5,000 | | Excess net capital (deficiency) | S | (30,445) | | Net capital in excess of 120% of required net capital (deficiency) | S | (31,445) | | Ratio of aggregate indebtedness to net capital | | (107.97%) | # RECONCILIATION BETWEEN AUDITED AND UNAUDITED NET CAPITAL The differences in the computation of net capital under Rule 15c3-1 from the Company's unaudited computation are as follows: | Net capital per the Company's unaudited Part IIA FOCUS Report | A | (97,796) | |-----------------------------------------------------------------|---|----------| | Correct error in ownership equity not allowable for net capital | | ತ | | Decrease in loan payable to Steven Perlstein | | 70,000 | | Decrease in accounts payable | | 3,000 | | Increase in other accrued expenses | | (652) | | | | | | Net capital per audited report | | (25,445) | {15}------------------------------------------------ Computation for Determination of Reserve Requirement Under Rule 15c3-3 of the Securities and Exchange Commission As of December 31, 2019 The Company has claimed exemption from Rule 15c3-3 under the provisions of Section (k)(2)(i). {16}------------------------------------------------ # EXEMPTION CERTIFICATION {17}------------------------------------------------ ### MVP FINANCIAL, LLC #### Exemption Report MVP Financial, LLC (the 'Company'') is a registered broker-dealer subject to Rule 17a-5 promulgated by the Securities 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 17 C.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 provision of 17 C.F.R. §240.15c3-3(k)(2)(i): - (2) The Company had no obligation under 17 C.F.R. § 240.15c3-3 throughout the year ended December 31, 2019 without exception. MVP FINANCIAL, LLC I, Steven R. Perlstein swear (or affirm) that, to my best knowledge and belief, this exemption report is true and correct. Name: Steven Perlstein Title: Member and CEO Date: February 28, 2020 {18}------------------------------------------------ ![](_page_18_Picture_0.jpeg) 1901 South Congress Avenue, Suite 110 Boynton Beach, FL 33426 / (561) 752-1721 #### REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Member of MVP Financial, LLC We have reviewed managements, included in the accompanying Exemption Report for SEC Rule §15c3-3 Reserve requirements, in which (1) MVP Financial, LLC identified the following provisions of 17 C.F.R. §15c3-3(k) under which MVP Financial, LLC claimed an exemption from 17 C.F.R. §240.15c3-3: (k)(2)(i) (the "exemption provisions") and (2) MVP Financial, LLC. stated that MVP Financial, LLC met the identified exemption provisions throughout the most recent fiscal year without exception. MVP Financial, LLC 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 MVP Financial, LLC 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 managements. 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 (k)(2)(i) of Rule 15c3-3 under the Securities Exchange Act of 1934. gett & Well, P.7 Liggett & Webb, P.A. Certified Public Accountants Boynton Beach, Florida February 28, 2020 Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.