# CEDAR POINT CAPITAL, LLC X-17A-5 (2026-03-02) — Broker-dealer annual report - Company: CEDAR POINT CAPITAL, LLC - Form: X-17A-5 - Filed: 2026-03-02 - Period: 2025-12-31 - Accession: 0001411262-26-000003 - CIK: 1411262 - File #: 8-67704 - Type: Broker-dealer - Material weakness: No - Auditor: Boulay PLLP - Auditor location: Eden Prairie, MN - Contact: Todd Johnson - Phone: 952-259-6249 - Email: tjohnson@cedarpointcapital.net - Website: cedarpointcapital.net - Signed by: David B. Johnson (CEO) Original filing: https://www.sec.gov/Archives/edgar/data/1411262/000141126226000003/Binder1.pdf --- {0}------------------------------------------------ #### F INANCIAL S TATEMENTS AND S UPPLEMENTAL I NFORMATION ## Cedar Point Capital, LLC Year Ended December 31, 2025 With Report and Supplementary Report of Independent Registered Public Accounting Firm {1}------------------------------------------------ 01/01/2025 12/31/2025 # CEDAR POINT CAPITAL LLC # 7300 METRO BLVD #360 | EDINA | | MN | | 55439 | | |----------------------------------|--|-------------------|-----|--------------------------------|--| | | | | | | | | | | | | | | | TODD
JOHNSON | | (952)
259-6249 | | TJOHNSON@CEDARPOINTCAPITAL.NET | | | | | | | | | | | | | | | | | Boulay
PLLP | | | | | | | 11095
Viking
Drive
#500 | | Eden
Prairie | MN | 55344 | | | | | | | | | | 10/14/2003 | | | 542 | | | | | | | | | | | | | | | | | | | | | | | | {2}------------------------------------------------ | David B. Johnson | | | | | |------------------|-----|--------------------------|--|--| | | | Cedar Point Capital, LLC | | | | 12/31 | 025 | | | | CEO - - - - - - - - - - - - - - - - - - - - - - - - - - - {3}------------------------------------------------ # Financial Statements and Supplemental Information Year Ended December 31, 2025 # **Contents** | | | | Report of Independent Registered Public Accounting Firm1 | |--|--|--|----------------------------------------------------------| | | | | | #### Audited Financial Statements | Statement of Financial Condition
2 | | |----------------------------------------------|--| | Statement of Operations3 | | | Statement of Changes in Member's Equity
4 | | | Statement of Cash Flows
5 | | | Notes to Financial Statements6-9 | | ## Supplemental Information | I. | Computation of Net Capital Pursuant to Rule 15c3-1
of the Securities and | |------|-----------------------------------------------------------------------------| | | Exchange Commission10 | | II. | Information Relating to Possession or Control Requirements under Rule 15c3- | | | 3
of the Securities and Exchange Commission11 | | III. | Reconciliation of Computation of Net Capital and the Computation for | | | Determination of the Reserve Requirements of the Securities and Exchange | | | Commission
12 | | | | | | Report of Independent Registered Public Accounting Firm13 | | | | | | Exemption Report Claimed Under Footnote 74
14 | {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) #### REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Member of Cedar Point Capital, LLC #### **Opinion on the Financial Statements** We have audited the accompanying statement of financial condition of Cedar Point Capital, LLC (the "Company") as of December 31, 2025, 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 the Company as of December 31, 2025, 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 the Company's management. Our responsibility is to express an opinion on the Company'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 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 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 supplemental information contained in schedules I, II, and III has been subjected to audit procedures performed in conjunction with the audit of the Company's financial statements. The supplemental information is the responsibility of the Company'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. §240.17a-5. In our opinion, the supplemental information contained in Schedules I, II, and III is fairly stated, in all material respects, in relation to the financial statements as a whole. We have served as Cedar Point Capital, LLC's auditor since 2012. Minneapolis, Minnesota February 9, 2026 {5}------------------------------------------------ ### Statement of Financial Condition | | 12/31/25 | | |-------------------------------------|---------------|--| | Assets | | | | Cash | \$
109,228 | | | Prepaid expenses | 15,475 | | | Total assets | \$
124,703 | | | Liabilities | | | | Accrued expenses | \$
10,175 | | | Other liabilities | 5,470 | | | Total liabilities | \$
15,645 | | | Member's equity | | | | Capital | \$
425,500 | | | Accumulated deficit | (316,442) | | | Total member's equity | 109,058 | | | Total liabilities & member's equity | \$
124,703 | | {6}------------------------------------------------ ### Statement of Operations | | Twelve months
ended
12/31/25 | | |--------------------------------|------------------------------------|-----------| | Revenues | | | | Investment banking | \$ | 2,068,651 | | Total revenues | \$ | 2,068,651 | | Expenses | | | | Sales Commissions | \$ | 1,008,299 | | Salaries and Benefits | | 880,179 | | Legal and Audit | | 62,061 | | Occupancy and Equipment Rental | | 48,606 | | Regulatory | | 19,580 | | Communication | | 7,651 | | Promotion | | 6,071 | | Dues and Subscriptions | | 3,973 | | Office Supplies | | 2,656 | | Travel | | 2,290 | | Other | | 1,395 | | Depreciation | | 667 | | Total expenses | \$ | 2,043,428 | | Net income | \$ | 25,223 | {7}------------------------------------------------ ## Statement of Changes in Member's Equity Year Ended December 31, 2025 | Balance at December 31, 2024 | \$
83,835 | |------------------------------|---------------| | 2025 Net income | 25,223 | | Balance at December 31, 2025 | \$
109,058 | {8}------------------------------------------------ ### Statement of Cash Flows | | | Twelve months
ended
12/31/25 | | |--------------------------------------------------------|----|------------------------------------|--| | Operating activities | | | | | Net income | \$ | 25,223 | | | Adjustments: | | | | | Depreciation | | 667 | | | Fair value of warrants received included in revenue | | (164,859) | | | Fair value of warrants issued to employees and brokers | | | | | included in sales commissions | | 164,859 | | | Changes in assets & liabilities: | | | | | Prepaid expenses | | (482) | | | Other assets | | 10,500 | | | Accrued expenses | | (4,313) | | | Other liabilities | | 4,100 | | | Net cash provided by operating activities | | 35,695 | | | | | | | | Net increase in cash | | 35,695 | | | Cash at beginning of period | | 73,533 | | | Cash at end of period | \$ | 109,228 | | {9}------------------------------------------------ ## Notes to Financial Statements Year Ended December 31, 2025 #### **1. Summary of Significant Accounting Policies** #### **Description of Business** Cedar Point Capital, LLC (CPC or the "Company") advises corporations concerning capital needs and determining the most advantageous means for raising capital. CPC acts as an agent in private placements of debt and equity securities. CPC began operations on April 27, 2007 and is a Minnesota limited liability company. ## **Exemption from Rule 15c3-3** The Company, pursuant to SEC footnote 74 of the SEC Release No. 34-70073, is considered a Non-Covered firm for exemption purposes and (1) does 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 Securities Exchange Act (SEA) Rule 15c2-4, (2) does not carry accounts of or for customers; or (3) carry PAB accounts (as defined in Rule 15c3-3) throughout the most recent fiscal year without exceptions. #### **Use of Estimates** The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates, and the results could be significant. The most sensitive estimates affecting the financial statements involved the calculation of the fair value of warrants received in conjunction with CPC's agency transactions, which were distributed as compensation to CPC's employees and independent brokers. #### **Revenue Recognition - Investment Banking** Investment banking revenues include fees arising from private placement securities offerings in which CPC acts as an agent. Fees are typically contingent upon the closing of a financing transaction and are accounted for as variable consideration. Investment banking revenues are recorded at the time the underwriting is completed and the income is reasonably determinable, which is when the shares are or debt is issued by the client. In addition to cash fees, in certain offerings CPC receives non cash consideration typically in the form of warrants to purchase equity in its clients. Warrants are recognized at the fair value upon receipt. The estimated fair value of the warrants received that was included in revenue was \$164,859 for the year ending December 31, 2025. {10}------------------------------------------------ ## Notes to Financial Statements Year Ended December 31, 2025 ### **1. Summary of Significant Accounting Policies (continued)** ### **Cash** CPC maintains its cash with large financial institutions; the amounts held in these accounts may exceed federally insured levels. ### **Income Taxes** CPC is organized as a limited liability company under Minnesota state law. As a single member limited liability company, CPC's earnings pass through to the owner and is taxed at the owner's level. Accordingly, no income tax provision has been calculated or recorded in the accompanying financial statements. Additionally, management evaluates CPC's tax positions, including its status as a taxexempt, pass-through entity for federal and state tax purposes, and has determined that CPC has taken no uncertain tax positions that require adjustment to the financial statements. CPC will recognize future accrued interest and penalties related to unrecognized tax benefits in income tax expense if incurred. CPC could be subject to Federal and state of Minnesota tax examinations by tax authorities for years 2022 through 2025. #### **Allocation of Profits and Losses** Profits and losses are allocated among members in proportion to their percentage interests. {11}------------------------------------------------ ## Notes to Financial Statements Year Ended December 31, 2025 ### **1. Summary of Significant Accounting Policies (continued)** ### **Reportable Segment** The Company has a single reportable segment based on the nature of its services and regulatory environment under which it operates. The nature of business and the accounting policies of the segment are the same as described throughout Note 1. The Company's Chief Operating Decision Maker ("CODM") is its Chief Compliance Officer. The CODM assesses the reportable segment's performance and allocates resources for the reportable segment based on the net income and total assets which are the same amounts in all material respects as those reported on the Statement of Operations and Statement of Financial Condition. ## **2. Net Capital Requirements** CPC, as a registered broker-dealer in securities, is subject to the Securities and Exchange Commission's Uniform Net Capital Rule (Rule 15c3-1). Under the computation provided by the Uniform Net Capital Rule, CPC is required to maintain net capital equal to the greater of \$5,000 or 6 2/3% of aggregate indebtedness. At December 31, 2025, CPC had net capital, as computed under the rule, of \$93,583 which was \$88,583 in excess of required net capital. ## **3. Commitments and Contingencies** #### Leases All lease expense is recorded in occupancy and equipment rental line item on the Statement of Operations. CPC leases office space in Edina, Minnesota that amounted to \$48,606 on the 2025 Statement of Operations. This lease is with a related party as David Johnson, CEO of CPC, who is on the Board of Directors of the Lessor. The term of the lease expires December 31, 2027 and has monthly rent expense of approximately \$4,000. Because either party can cancel the lease with 90 days' notice, CPC has elected to account for the lease as a short-term lease and will recognize the lease payments on a straight-line basis over the term of the lease and variable lease payments in the period in which they are incurred. {12}------------------------------------------------ ## Notes to Financial Statements Year Ended December 31, 2025 #### **4. Related Party Transactions** Richard Nigon, a sales representative with CPC, is a member of the Board of Directors of EmpNia Inc. and Nightware Inc. | | | | % of | |----------------|---------------|------------|------------| | | | 2025 | Total 2025 | | Company | Board Member | Revenue | Revenue | | EmpNia Inc. | Richard Nigon | \$ 979,650 | 47.4% | | NightWare Inc. | Richard Nigon | 189,793 | 9.2% | #### **5. Subsequent Events** CPC has evaluated subsequent events through February 09, 2026, which is the date the financial statements were available to be issued. No subsequent events that required disclosure were noted. {13}------------------------------------------------ ## Schedule I. ## Computation of Net Capital Pursuant to Rule 15c3-1 of the Securities and Exchange Commission | December 31, 2025 | | | |-------------------|--|--| | | | | | Total member's equity | | \$
109,058 | |--------------------------------------------------------------------------------------------------------|--------|---------------| | Deductions and/or charges:
Nonallowable assets: | | | | Prepaid
expenses | 15,475 | | | | | 93,583 | | Net capital before haircuts on securities positions
Haircuts on securities positions
Net capital | | 93,583
- | | | | \$
93,583 | | Aggregate indebtedness
-
accrued expenses/other liabilities | | \$
15,645 | | Minimum net capital required
–
6
2/3% of aggregated
indebtedness | | \$
1,043 | | Minimum dollar net capital required | | \$
5,000 | | Net capital requirement | | \$
5,000 | | Excess net capital | | \$
88,583 | | Percentage of aggregate indebtedness to net capital | | 17% | There were no material differences between the audited Computation of Net Capital included in this report and the corresponding schedule included in CPC's unaudited December 31, 2025 Part IIA FOCUS filing. *See accompanying Report of Independent Registered Public Accounting Firm* {14}------------------------------------------------ # Schedule II. ### Information Relating to Possession or Control Requirements under Rule 15c3-3 of the Securities and Exchange Commission #### December 31, 2025 The Company has no possession or control obligations because the Company does not hold customer funds or securities. The Company relies on Footnote 74 to SEC Release 34-70073 and did not claim an exemption under paragraph (K) of 17 C.F.R. § 240. 15c3-3. *See accompanying Report of Independent Registered Public Accounting Firm* {15}------------------------------------------------ ## Schedule III. Reconciliation of Computation of Net Capital and the Computation for Determination of the Reserve Requirements of the Securities and Exchange Commission December 31, 2025 The Company does not directly or indirectly receive, hold, or otherwise owe funds or control obligations under SEC rule 15c3-3(b) because it is a "Non-Covered" entity pursuant to Footnote 74 to SEC Release 34-70073 and therefore not subject to the Rule. *See accompanying Report of Independent Registered Public Accounting Firm* {16}------------------------------------------------ ![](_page_16_Picture_0.jpeg) #### REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of Cedar Point Capital, LLC We have reviewed management's statements, included in the accompanying Rule 15c3-3 Exemption Report claimed under Footnote 74 pursuant to SEC Rule 17a-5, in which (1) Cedar Point Capital, LLC (the "Company") still claims 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. 34-70073 because the Company limits its business activities exclusively to receiving transaction based compensation for private placement of securities where the Company acts as an agent, and the Company did not directly or indirectly receive, hold, or otherwise owe funds or securities to or for its customers; did not carry accounts of or for its customers; and did not carry PAB accounts and (2) the Company stated that the Company met the identified exemption provisions throughout the most recent fiscal year December 31, 2025 without exceptions. The Company'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 the Company'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. § 240.17a-5, and related SEC Staff Frequently Asked Questions. Boulay PLLP Minneapolis, Minnesota February 9, 2026 {17}------------------------------------------------ - - Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.