# TUXEDO CAPITAL PARTNERS, LLC X-17A-5 (2021-03-01) — Broker-dealer annual report - Company: TUXEDO CAPITAL PARTNERS, LLC - Form: X-17A-5 - Filed: 2021-03-01 - Period: 2020-12-31 - Accession: 0001554812-21-000003 - CIK: 1554812 - File #: 8-69142 - Material weakness: No - Auditor: DAVID LUNDGREN AND COMPANY, CPAS - Auditor location: OLATHE, KS - Contact: CURTIS WEEKS - Phone: 678-679-8642 - Signed by: OSCAR SEIDEL (CEO) Original filing: https://www.sec.gov/Archives/edgar/data/1554812/000155481221000003/tuxedo2020audit2.pdf --- {0}------------------------------------------------ | | UNITEDSTATF.S
SEClJJUTIESANDEXCIIA.�GECOMMISmON
WulliD.gton. D.C. 20549 | | OMS APPROVAi.
OMB Number:
3235-0123
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August 31, 2020
Expires:
Estimated average burden | |-----------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------|--------------------------------|-----------------------------------------------------------------------------------------------------------| | | ANNUAL AUDITED REPORT | | 12.00
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· | | | FORM X·17A-5 | | i SEC FILE NUMBER | | | PART Ill | | •
69142
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· ·:s:·-::··"-;--:;�.·�·-:·: : | | | Information Required of Broken and Dealers Punoant to Section 17 of the
Securities Exchange Act of 1934 a•d Rule 17a-5 Tllereander | | | | REPORT FOR THE l'ERIOD BEGINNING 01 /01 /2020 | | | AND ENDING �12/�31�/20�20 ����� | | | | | MMIDDIYY | | | A. REGISTRANT IDENTIFICATION | | | | NAME or BROKER-DEALER: Tuxedo Capital Partners, LLC | | | OFFICIAL USE ONLY | | | ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Donat use P.O. Box No.) | | RRMI.D. NO. | | 525 Greenplace | | | | | | (No. and Street) | | | | New York | NY | | 11598 | | (City) | (State) | | (Zip Code) | | | NAME ANO TELEPHONE NUMBER OF PERSON TO CONTACT IN REGARD TO THIS REPORT | | | | | | | -
(Area Code
TelepJimc Number) | | | B. ACCOUNTANT IDENTIFICATION | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose opinion is contained in this Report• | | | | David Lundgren and Company, CPAs | | | | | | | | | | 505 N Mur-Len Rd | Olathe | KS | 66062 | | (Address} | (City) | (Swc) | (Zq, Code) | | CHECK ONE: | | | | | Certified Public Account.ant | | | | | | | | | | | | | | | Public Accountant | | | | | § | Accountant not resident in United Suttes or any of its possessions.
POR OFPICIAL UN OIILY | | | *•claims for exemptiun from tlu! requirement 1hal lht! annual report be <:ovued by /he opinion of an i'RdlJpendent public cu:co11ntant mr,.st be supported by a statement of facts ""4 circumstance: relied OR as tM b Potentt.l persona who are to raponcS to the colllctlon of lnfomatton contained lnthla form uenotrequlredto reapond unlNStllef0119,,\_IMJS•OUrrentlyvdd0 ... controlnumber'. SS} 1410 (11-0S) {1}------------------------------------------------ ## OATH OR AFFIRMATION | | I, Oscar Seldet | | , swear (or affirm) that. to the best of | |------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------| | | Tuxedo Capital Partner\$, LLC | | my knowledge and belief the accompanying financial statement and supporting schedules pertaining to the firm of
, as | | | of December 31 | , 20 20 | are true and correct. I further swear (or affirm) that | | | | | neither the company nor any partner, proprietor, principal officer or director has any proprietary interest in any account | | | classified solely as that of a customer, except as follows: | | | | | | | Signature | | | | | Title | | | | | | | | Notary Public | | | | �
�
(i}
0 (j) | This report** contains (check all applicable boxes):
EJ (a) Facing Page.
E] (b) Statement of Financial Condition.
of Comprehensive Income (as defined in §210.1-02 ofR.egulation S-X).
(d) Statement of Changes in Financial Condition.
(e) Statement of Changes in Stockholders'
(t) Statement of Changes in Liabilities Subordinated to Claims of Creditors.
i (g) Computation of Net Capital.
(h) Computation for Determination of Reserve Requirements Pursuant to Rule 1Sc3-3.
Iaformarion Relating to the Possession or Control Requirements Under Rule 15c3-3.
Computation for Determiuation of the Reserve Requirements Under Exhi
consolidation. | | (c) Statement of Income (Loss) or, if there is other comprehensive income in the period(s) presented, a Statement
.E!quity or Partners' or Sole Proprietors' Capital
A Reconciliation, including appropriate explanation of the Computation ofNet Capital Under Rule I Sc3-I and the
1>it A of Rule lSc:3-3.
D (k) A .Reconciliation between the audited and unaudited Statements of Financial Condition with respect to methods of | | | (1) An Oath or Affirmation.
(m) A copy of the SIPC Supplemental Report. | | | | � | | | (n) A report describing any material inadequacies found to exist or found to have existed since the date of the previous audit. | | | ••For conditions of confik | 1rtial treatment of certain portions of this filing | . see section 240. J 7a-S(e)(3j. | {2}------------------------------------------------ TUXEDO CAPITAL PARTNERS LLC Financial Statements For the Year Ended December 31, 2020 With Report of Independent Registered Public Accounting Firm {3}------------------------------------------------ #### **DAVID LUNDGREN & COMPANY** CEATIFIED PUBLIC ACCOUNTANTS. CHARTERED 505 NORTH MUR-l.EN ROAD. OLATHE, KANSAS 66062 DAVID 8, LUNDGREN, MBA, CPA CAntERINE LUNt>GftliN MBA, CPA TELEPlioNE (913)782,9530 FACSIMILE (913> 782,9564 - --------- #### REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors·and Members of Tuxedo Capital Partners, LLC #### Opinion on the Financial Statements We have audited the accompanying statement of financial condition of Tuxedo Capital Partners, LLC as of December 31, 2020, the related statements of operatlons, changes in member's equity. and cash flows for the year then ended, and the related notes and schedules (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of Tuxedo Capital Partners, LLC as of December 31, 2020, 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 Tuxedo Capital Partners, LLC's management. Our responsibility is to express an opinion on Tuxedo 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 Tuxedo 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 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 Schedules I, II, and Ill have been subjected to audit procedures.performed in conjunction ·with the audit of Tuxedo Capital Partners, LLC's financial statements. The supplemental information is the responsibility of Tuxedo Capital Partners, LLC'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 Schedules I, II, and Ill are fairly stated, 'in all material respects, *in*�*:z*�*z* We have served as Tuxedo Capital Partners, LLC's auditor since 2020. Olathe, Kansas February 24, 2021 {4}------------------------------------------------ ## **TUXEDO CAPITAL PARTNERS LLC STATEMENT OF FINANCIAL CONDITION DECEMBER 31, 2020** #### ASSETS | | | 2020 | | |-------------------------------------------------------------------|----|-----------------|--| | Cash and cash
equivalents
CRD
Deposit | s | 10,911
310 | | | Prepaid expenses | | 230 | | | Total assets | \$ | r 11
45
L | | | LIABILITIES AND MEMBERS' EQUITY | | | | | LIABILITIES | | | | | Accrued expenses
&
Accounts Payable
Due to Related Party | \$ | 2082
525 | | | Total liabilities | | 2607 | | | MEMBERS' EQUITY | | | | | Members' equity | | 8844 | | | Total liabilities and members' equity | \$ | 11,451 | | The accompanying notes are an integral part of these financial statements. {5}------------------------------------------------ ## **TUXEDO CAPITAL PARTNERS LLC STATEMENT OF OPERATIONS For The Year Ended December 31, 2020** | | 2020 | |----------------------------------------------|----------------| | REVENUES | | | Fee Sharing | 0 | | | 0 | | GENERAL
AND
ADMINISTRATIVE
EXPENSES | | | Professional fees | 10,295 | | Regulatory fees | 7,387 | | Occupancy | 4,375 | | Technology | 2,196 | | Other operating expenses | 2,016 | | | 26,269 | | NET(LOSS) | \$
(26.269) | Theaccompanying notes are an integral part of these financial statements. {6}------------------------------------------------ ## TUXEDO CAPITAL PARTNERS LLC STATEMENT OF MEMBERS' EQUITY For the Year Ended December 31, 2020 | Balance December 31, 2019 | \$ | 19,267 | |---------------------------|----|----------| | Member's Contributions | \$ | 15,846 | | Net
(Loss) | \$ | (26,269) | | Balance December 31, 2020 | \$ | 8844 | The accompanying notes are an integral part of these financial statements. {7}------------------------------------------------ ## **TUXEDO CAPITAL PARTNERS LLC STATEMENT OF CASH FLOWS For the Year Ended December 31, 2020** | | 2020 | |--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------| | CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)
Adjustments to reconcile net income to net cash used by operations:
(Increase) in prepaid expenses and deposits
(Decrease) in due to related party
Increase in payables and accrued expenses | (26,269)
\$
247
525
(7523) | | NET CASH USED IN OPERATING
ACTIVITIES | (33,020) | | CASH FLOWS FROM FINANCING ACTIVITIES:
Member's Equity Contributions | 15 846 | | NET CASH PROVIDED BY FINANCING ACTIVITIES | 15,846 | | NET (DECREASE) IN CASH AND
CASH EQUIVALENTS | (17,174) | | CASH AND CASH EQUIVALENTS:
Beginning of year | 28.085 | | End of year | s .iazu | The accompanying notes are an integral part of these financial statements. {8}------------------------------------------------ ## NOTE I - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Business: Tuxedo Capital Partners LLC (''The Company") was organized as a Georgia Limited Liability Company in July 2013. The Company became an independent registered brokerdealer and a member of the Financial Industry Regulatory Authority effective March 2014. The Company's business is to act as an investment broker in private placement transactions and mergers and acquisitions. Cash and Cash Equivalents: The Company considers all cash and money market instruments with amaturity of ninety days or less to be cash and cash equivalents. The Company maintains its demand deposits in a high credit quality financial institution. Balances at times may exceed federally insured limits. Generally, thesedeposits may beredeemed upon demand and, therefore, bear minimal risk. Income Taxes: The Company has elected to bea Limited Liability Company that is taxed as a Schedule C on its Members' tax return under Internal RevenueCoderegulations. Therefore, the income or losses of the Company flow through to and are taxable to its owners and no liability for income taxes is reflected in theaccompanying financial statements. The Company has adopted theprovisions of F ASB Accounting Standards Codification 7 40-10, Accounting for Uncertainty in Income Taxes. Under ASC 740-10, the Company is required to evaluate each of its tax positions to determineif they are morelikely than not to besustained if the taxing authority examines therespective position. A tax position includes an entity's status, including its status as apass-through entity, and the decision not to file a tax return. The Company has evaluated each of its tax positions and has determined that no provision or liability for income taxes isnecessary. The Company has no uncertain tax positions. Estimates: Thepreparation of financial statements in accordancewith generally accepted accounting principles requires theuse of estimates in determining assets, liabilities, revenues and expenses. Actual results may differ from these estimates. {9}------------------------------------------------ # NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Accounts Receivable: Accounts receivable consists of trade receivables for investment banking and advisory services. The Company regularly reviews its accounts receivable for any bad debts. The review for bad debts is based on an analysis of the Company's collection experience, customer worthiness, and current economic trends. There are no accounts receivable at December 31, 2020. Revenue Recognition: On January I, 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. Approved services within the scope of ASC 606 include, a. Investment Banking M&A Advisory fees. Refer to Revenue Recognition Note: *Revenue from Contracts with Customers* for further discussion on the Company's accounting policies for revenue sources within the scope of ASC 606. Accounting Standards: The Company is evaluating new accounting standards and will implement as required. ## Lease Recognition: The Company recognizes and measure its leases in accordance with F ASB ASC 842, *Leases.* The Company has no leases 12 months or greater as of December 31, 2020. Date of Management's Review: Subsequent events were evaluated through February 24, 2021 which is the date the financial statements were issued. The Company did not identify any material subsequent events requiring adjustments to or disclosure in its financial statements. Related Party Transactions: The Company shares expenses with the sole owner of its member administrative expenses that are defined, along with the expense allocation methodology to be used, in an expense sharing agreement. Shared expenses recorded on the Company's statement of operations, comprised of rent, utilities, and telecommunications, was \$5.475 for the year ended December 31, 2020. The terms are monthly until cancelled by either party. Liabilities on the statement of financial condition include \$525 due to affiliate on December 31, 2020. Capital {10}------------------------------------------------ # NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) contributions by the member during the year include forgiven debt related to this agreement of \$9,846 and \$6000 of other amounts payable to the member. # NOTE 2 - NET CAPITAL REQUIREMENTS The Company, as a registered broker dealer, is subject to the Securities and Exchange Commission Uniform Net Capital Rule (Rule 15c3-l ), 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 15to 1. At December 31, 2020, the Company had net capital of\$8,304 which was \$3304 in excess of its required net capital of \$5,000 and the ratio of aggregate indebtedness to net capital was 0.31 to 1.0. NOTE3-CONCENTRATIONS There was no revenue in 2020. # NOTE 4- REVENUE FROM CONTRACTS WITH CUSTOMERS ## Investment Banking M&A Advisory Fees: These services include agreements to provide advisory services to customers for which they charge the customers fees. The Company provides advisory services/corporate finance activity including mergers and acquisitions, reorganizations, tender offers, leveraged 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 the 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. The Company had \$1,099 in revenue in 2019. {11}------------------------------------------------ #### NOTE 5 - BASIS OF ACCOUNTING The :financial statements are prepared using theaccrual 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. #### NOTE 6 - GOING CONCERN The managing member will continue to fund Company operations for the foreseeable future until such time as the Company bas revenue and can sustain itself. This isprojected to be within the next 24 months. {12}------------------------------------------------ ## SUPPLEMENTAL INFORMATION {13}------------------------------------------------ #### TUXEDO CAPITAL PARTNERS LLC ## Supplementary Information Pursuant to rule 17(a)-5 of the Securities Exchange Act of 1934 #### December 31, 2020 The accompanying schedule is prepared in accordance with the requirements and general format of FOCUS Form X-17 A-5. {14}------------------------------------------------ #### **TUXEDO CAPITAL PARTNERS LLC** #### **SCHEDULE I TUXEDO CAPITAL PARTNERS LLC** ## **COMPUTATION OF NET CAPITAL UNDER RULE 1Sc3-1 OF THE SECURITIES AND EXCHANGE COMMISSION ACT OF 1934 AS OF DECEMBER 31, 2020** #### NET CAPITAL: | Total members' equity
qualified for net capital | \$
11,451 | |----------------------------------------------------|------------------| | Deduction for non-allowable assets: | | | Other deposits | (2,607) | | Total non-allowable assets | (2,607) | | Net capital before haircuts | 8,304 | | Less haircuts: | | | Total haircuts | -0- | | Net capital | 8,304 | | Less required capital | (5,000) | | Excess net capital | s
3,304 | | Aggregate indebtedness-liabilities | \$
2,607 | | Ratio of aggregate
indebtedness to net capital | .31
to
l.Q | RECONCILIATION WITH COMP ANY'S COMPUTATION OF NET CAPITAL INCLUDED IN PART IIA OF FORM X-17A-5 AS OF DECEMBER 31, 2020. There is no significant difference between net capital as reported in Part II of the Form X-17 A-5, and net capital as reported above. {15}------------------------------------------------ ## **TUXEDO CAPITAL PARTNERS LLC DECEMBER 31, 2020** ## **SCHEDULE II** ## **COMPUTATION FOR DETERMINATION OF RESERVE REQUIREMENTS UNDER THE SECURITIES AND EXCHANGE COMMISSION RULE 15c3-3** The Company does not claim and 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 funds or securities for or to customers, (2) does not carry accounts of or for customers and (3) does not carry P AB accounts. ### **SCHEDULE III** ## **INFORMATION RELATING TO THE POSSESSION OR CONTROL REQUIREMENTS UNDER THE SECURITIES AND EXCHANGE COMMISSION RULE 15C3-3 OF DECEMBER 31, 2020** The Company does not claim and 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 funds or securities for or to customers, (2) does not carry accounts of or for customers and (3) does not carry P AB accounts. {16}------------------------------------------------ #### DAVID LUNDGREN 8c COMPANY CERTIFIED PUBLIC ACCOUNTANTS, CHARTBlED 505 �ORTH MUR-LEN ROAD 0LATHE,KANSAS66062 DAVlD B. l.UNDGHEN. MBA. CPA CATHERINE LUNDGREN MBA, �PA TEL£PHONE (913)782,9530 FACSIMILE (913) 78z.9564 #### REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Members of Tuxedo Capital Partners, LLC We have reviewed management's statements, included in the accompanying Exemption Report for year ended December 31, 2020, in which (1) Tuxedo Capital Partners. LLC Identified the following provisions of 17 C.F.R. §15c3-3(k) under which Tuxedo Capital Partners, LLC claimed an exemption from 17 C.F.R. §240.15c3-3: (k)(2)(ii) (exemption provisions) and {2} Tuxedo Capital Partners, LLC stated that Tuxedo Capital Partners, LLC met the identified exemption provisions throughout the most" recent fiscal year without exception. Tuxedo Capital Partners, LLC's management is responsible for compliance with the exemption provtslons 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 Tuxedo 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 opfnion. 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)(ii) of Rule 15c3�3 under the Securities Exchange Act of 1934. *o?::;1;;4/l* February 24, 2021 {17}------------------------------------------------ # **TUXEDO CAPITAL PARTNERS, LLC** ## **Exemption Report** Tuxedo Capital Partners, LLC (the "Finn") is a registered broker-dealer subject to Rule l 7a-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 17 C.F.R. § 240.l 7a-5(d)(l) and (4). To the best of its knowledge and belief, the Finn states the following: The Firm does not claim an exemption under paragraph (k) of 17 C.F.R. § 240.15c3-3; and the Firm is filing this Exemption Report 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 Finn has no obligation under SEC Rule 15c3-3 because it does not directly or indirectly receive, hold or otherwise owe funds or securities for or to customers; does not carry accounts of or for customers; and does not carry **P** AB accounts. The Firm conducts business activities involving private placements, mergers and acquisition advisory services and fairness opinions. We do not accept customer funds or securities and will not have possession of any customer funds or securities in connection with our activities. The Firm had no exceptions to the provision identified above throughout the most recent fiscal year. I Oscar Seidel swear (or affirm) that, to my best knowledge and belief, this Exemption Report is true and correct. Authorized Signature CEO Title 02/24/2021 Date MEMBER FINRA Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.