# BEESPOKE CAPITAL LLC X-17A-5 (2020-01-02) — Broker-dealer annual report

- Company: BEESPOKE CAPITAL LLC
- Form: X-17A-5
- Filed: 2020-01-02
- Period: 2019-10-31
- Accession: 0001745240-20-000001
- CIK: 1745240
- File #: 8-70153
- Material weakness: No
- Auditor: Summit LLC
- Auditor location: Denver, CO
- Contact: Erin Kogan
- Phone: 8567013495
- Signed by: Erin Kogan (CEO/CFO/CCO)

Original filing: https://www.sec.gov/Archives/edgar/data/1745240/000174524020000001/beespoke_audit.pdf

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# **BeeVSRke Capital LLC**

Financial Statements For the Period from Inception (June 1, 2018) through October 31, 2019

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| Independent Registered Public Accounting Firm¶s Report                                                                                                                                            | Page(s)<br>3 - 4 |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------|
| Statement of Financial Condition                                                                                                                                                                  | 5                |
| Statement of Operations                                                                                                                                                                           | 6                |
| Statement of Changes in Member¶s Equit\                                                                                                                                                           | 7                |
| Statement of Cash Flows                                                                                                                                                                           | 8                |
| Notes to Financial Statements                                                                                                                                                                     | 9 - 11           |
| Supplementar\ Schedules:<br>I. Computation of Net Capital Pursuant to Net Capital Rule 15c3-1 included in the<br>Compan\¶s Corresponding Unaudited Form X-17A-5 Part II Filing and Reconciliation | 12               |
| II. Computation for Determination of Reserve Requirements Under Rule 15c3-3                                                                                                                       | 13               |
| III. Information Relating to Possession or Control Requirements Under Rule 15c3-3                                                                                                                 | 13               |
| Independent Registered Public Accounting Firm¶s Report on Management¶s Assertions<br>Regarding Exemption Claimed from Rule 15c3-3                                                                 | 14               |
| Exemption Report Requirement for Broker/Dealers Under Rule 17a-5 of the Securities<br>and Exchange Act of 1934                                                                                    | 15               |
| Independent Accountant¶s Report on Appl\ing Agreed Upon Procedures<br>SIPC Assessment Reconciliation Pursuant to Form SIPC 7                                                                      | 16 - 18          |

#### **TABLE OF CONTENTS**

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**Summit LLC**  Certified Public Accountants ϵϵϵ 1ϴth Street • Suite ϯ000 Denver, CO ϴ0202

#### **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**

To the Member of Beespoke Capital LLC

#### **Opinion on the Financial Statements**

We have audited the accompanying statement of financial condition of Beespoke Capital LLC as of December ϯ1, 201ϴ, the related statements of income and loss, changes in members' 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 Beespoke Capital LLC as of December ϯ1, 201ϴ, and the results of its operations and its cash flows for the period from inception (June 1, 201ϴ) through October ϯ1, 201ϵ 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 Beespoke Capital LLC's management. Our responsibility is to express an opinion on Beespoke Capital 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 Beespoke Capital LLC in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating 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 supplemental information listed below has been subjected to audit procedures performed in conjunction with the audit of Beespoke Capital LLC's financial statements.

- x Schedule I, Computation of Net Capital Under SEC Rule 1ϱcϯ-1.
- x Schedule II, Computation for Determination of Reserve Requirements Under SEC Rule 1ϱcϯ-ϯ (exemption).
- x Schedule III, Information Relating to Possession or Control Requirements Under SEC Rule 1ϱcϯ-ϯ (exemption).

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The supplemental information is the responsibility of Beespoke Capital 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 1ϳ C.F.R. §2ϰ0.1ϳa-ϱ. In our opinion, the supplemental information listed above is fairly stated, in all material respects, in relation to the financial statements as a whole.

We have served as Beespoke Capital LLC's auditor since 201ϵ.

Summit LLC Denver, Colorado December 21, 201ϵ

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#### **BEESPOKER CAPITAL, LLC**

#### **STATEMENT OF FINANCIAL CONDITION OCTOBER 31, 2019**

#### **ASSETS**

| Cash                                             | \$<br>ϲ,ϳ1ϰ  |
|--------------------------------------------------|--------------|
| Fee income receivables                           | 2,ϲ1ϲ        |
| Due from consultant                              | ϵ1ϴ          |
|                                                  | \$<br>10,248 |
| LIABILITIES AND MEMBERS' EQUITY                  |              |
| LIABILITIES:                                     |              |
| Accounts payable and accrued expenses            | 1,0ϱ0        |
| TŽƚal liabiliƚieƐ                                | 1,0ϱ0        |
| COMMITMENTS AND CONTINGENCIES (Notes ϰ, ϱ and ϲ) |              |
| MEMBERS' EQUITY (Note ϯ):                        |              |
| Member's interests                               | ϯ0,000       |
| Accumulated deficit                              | (20,ϴ02)     |
| TŽƚal membeƌƐΖ eƋƵiƚLJ                           | ϵ,1ϵϴ        |
|                                                  | \$<br>10,248 |

The Accompanying Notes are an integral part of these Financial Statements.

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#### **STATEMENT OF OPERATIONS PERIOD FROM JUNE 1, 2018 THROUGH OCTOBER 31, 2019**

| REVENUE:                               |                |
|----------------------------------------|----------------|
| Services and fee income                | \$<br>ϳ,0ϲϴ    |
|                                        |                |
| TŽƚal ƌeǀenƵe                          | ϳ,0ϲϴ          |
| EXPENSES:                              |                |
| Licenses, agreements and permits       | ϵ,ϵϲϱ          |
| Rent and occupancy                     | ϲ,ϲ2ϱ          |
| Commission expense                     | ϯ,ϱϯϰ          |
| Communication                          | 2ϱϲ            |
| Professional fees                      | ϳ,ϰϵ0          |
| TŽƚal edžƉenƐeƐ                        | 2ϳ,ϴϳ0         |
| NET INCOME BEFORE INCOME TAX PROVISION | (20,ϴ02)       |
| NET LOSS                               | \$<br>(20,802) |

The Accompanying Notes are an integral part of these Financial Statements.

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#### **BEESPOKER CAPITAL, LLC**

#### **STATEMENT OF CHANGES IN MEMBER'S EQUITY PERIOD FROM JUNE 1, 2018 THROUGH OCTOBER 31, 2019**

|                            | Members'<br>Interests |        | Retained Earnings<br>(accumulated<br>deficit) |          |
|----------------------------|-----------------------|--------|-----------------------------------------------|----------|
| BALANCES, June 1, 2018     | \$                    | -      | \$                                            | -        |
| Contributions              |                       | ϯ0,000 |                                               | -        |
| Net loss                   |                       | -      |                                               | (20,ϴ02) |
| BALANCES, October ϯ1, 201ϵ | \$                    | 30,000 | \$                                            | (20,802) |

The Accompanying Notes are an integral part of these Financial Statements

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## **BEESPOKER CAPITAL LLC**

#### **STATEMENT OF CASH FLOWS PERIOD FROM JUNE 1, 2018 THROUGH OCTOBER 31, 2019**

| CASH FLOWS FROM OPERATING ACTIVITIES:                             |                |
|-------------------------------------------------------------------|----------------|
| Net loss                                                          | \$<br>(20,ϴ02) |
| Adjustments to reconcile net income(loss) to net cash provided by |                |
| operating activities:                                             |                |
| Increase in fee income receivables                                | (2,ϲ1ϲ)        |
| Increase in due from consultant                                   | (ϵ1ϴ)          |
| Increase in accounts payable and accrued expenses                 | 1,0ϱ0          |
| Neƚ caƐh ƵƐed in ŽƉeƌaƚing acƚiǀiƚieƐ                             | (2ϯ,2ϴϲ)       |
| CASH FLOWS USED IN FINANCING ACTIVITIES:                          |                |
| Contributions by members                                          | ϯ0,000         |
| Neƚ caƐh ƵƐed in financing acƚiǀiƚieƐ                             | ϯ0,000         |
| NET DECREASE IN CASH                                              | ϲ,ϳ1ϰ          |
| CASH, at beginning of period                                      | -              |
| CASH, at end of period                                            | \$<br>6,714    |

The Accompanying Notes are an integral part of these Financial Statements.

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## **NOTES TO FINANCIAL STATEMENTS**

# *NOTE 1 - BUSINESS AND SUMMAR< OF SIGNIFICANT ACCOUNTING POLICIES*

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BEESPOKE CAPITAL LLC (the ³Compan\´) was incorporated as a limited liabilit\ compan\ in the state of Colorado on June 1, 2018. The Compan\¶s primar\ activit\ is marketing private placement securities (the ³Funds´) as a placement agent for accredited investors and institutions for third part\ fund managers. The Compan\ commenced operations in September of 2018 and registered with the Securities and Exchange Commission and Financial Industr\ Regulator\ Authorit\, Inc. as broker-dealer on September 25, 2018.

The Compan\, under rule 15c3-3(k)(2)(i), is exempt from the customer reserve and possession or control requirements of rule 15c3-3 of the Securities and Exchange Commission. The Compan\ does not carr\ customer accounts or execute or clear customer transactions.

## *RHYHQXH RHFRJQLWLRQ*

The Compan\ has entered into one placement agent agreement with an investment manager or Fund Manager. The Fund Manager pa\ the Compan\ a portion of their monthl\ management fee. The fee income is recorded on an accrual basis, estimating fees based on subsequent pa\ments. Currentl\ this Compan\ has one agreement in place.

## *IQFRPH TD[HV*

The Compan\ is taxed as a limited liabilit\ compan\ under the Internal Revenue Code. Accordingl\, there is no provision for income taxes included in the accompan\ing financial statements. All income and expenses are reported b\ the Compan\¶s members on their respective tax returns. The 2018 through 2019 tax \ears generall\ remain subject to examination b\ U. S. federal and most state tax authorities.

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#### **NOTES TO FINANCIAL STATEMENTS**

## *NOTE 1 - BUSINESS AND SUMMAR< OF SIGNIFICANT ACCOUNTING POLICIES (CRQWLQXHG)*

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The preparation of financial statements in conformit\ with accounting principles generall\ 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 revenues and expenses during the reporting period. Actual results could differ from those estimates.

# *FDLU VDOXH MHDVXUHPHQW*

The Financial Accounting Standards Board issued FASB ASC 820 (Accounting Standards Codification 820, ³Fair Value Measurements and Disclosures´) defines fair value, establishes a framework for measuring fair value, and establishes a fair value hierarch\ which prioriti]es the inputs to valuation techniques. Fair value is the price that would be received to sell an asset or paid to transfer a liabilit\ in an orderl\ transaction between market participants at the measurement date. A fair value measurement assumes that the transaction to sell the asset or transfer the liabilit\ occurs in the principal market for the asset or liabilit\ or, in the absence of a principal market, the most advantageous market. Valuation techniques that are consistent with the market, income or cost approach, as specified b\ FASB ASC 820, are used to measure fair value. The compan\ does not hold an\ positions besides cash as of October 31, 2019.

# *NOTE 2 - PRIVATE PLACEMENT ARRANGEMENTS*

All investor capital is introduced to third part\ hedge funds and private equit\ funds on a full\ disclosed, third part\ basis. The agreement with the Fund is 20% of the fees charged to the investors from the Fund. There is currentl\ onl\ one placement agreement in place.

# *NOTE 3 - NET CAPITAL AND MINIMUM CAPITAL REQUIREMENTS*

Pursuant to the net capital provisions of rule 15c3-1 of the Securities Exchange Act of 1934, the Compan\ is required to maintain a minimum net capital, as defined under such provisions. At October 31, 2019, the Compan\ had net capital and net capital requirements of \$9,198 and \$5,000, respectivel\ which varies from the form with filed with the SEC of \$7,890 and \$5,000, respectivel\ (difference is immaterial). The Compan\¶s net capital ratio (aggregate indebtedness to net capital) was 0.13 to 1. According to rule 15c3-1, the Compan\¶s net capital ratio shall not exceed 15 to 1.

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# *NOTE 4 - CONCENTRATION OF CREDIT RISK*

The Compan\ has entered into a private placement agreements with a fund. Currentl\, the Compan\ receives a portion of the management fees from that manager. The Compan\ currentl\ onl\ has one placement agreement in place.

# *NOTE 5 - FINANCIAL INSTRUMENTS, OFF-BALANCE SHEET RISKS AND UNCERTAINTIES*

The Compan\¶s financial instruments, including cash, other assets and pa\ables are carried at amounts that approximate fair value due to the short-term nature of those instruments.

The Compan\ ma\ introduce client investor accounts to various hedge funds and private equit\ funds (Fund or Funds), all of which are managed b\ third-part\ fund managers. Institutional investors that choose to invest in the Fund transact directl\ with the Fund/Fund Manager. The Compan\ does not take discretionar\ control over an\ account or funds. The Funds, to which the Compan\ introduces investors, pa\ the Compan\ a portion of the management and performance fees received b\ the Fund. In the event the Compan\ does not satisf\ its placement agreement terms, the agreement ma\ result in termination.

There exists an investment risk that revenues ma\ be significantl\ influenced b\ market conditions, such as volatilit\, resulting in investor-placed funds losing value. If the markets should move against positions held b\ a Fund, and if the Fund is not able to offset such losses, the Fund could lose all of its assets and the introduced investors in the Fund could reali]e a loss. The Compan\ would, therefore, lose management and performance fees associated with the introduced capital of the investor to the Fund.

The Compan\ is subject to litigation and claims arising in the ordinar\ course of business. The Compan\ accrues for such items when a liabilit\ is both probable and amount can be reasonabl\ estimated. In the opinion of Management, the results of such pending litigation and claims will not have a material effect on the results of operations, the financial position or the cash flows of the Compan\. For the period from inception through and as of October 31, 2019, the Compan\ is not involved in an\ legal actions, arbitration claims or guarantees that might result in a loss or future obligation.

# *NOTE 6 - SUBSEQUENT REVIE:*

The Compan\ has performed an evaluation of subsequent events through December 21, 2019, which is the date the financial statements were available to be issued. The evaluation did not result in an\ subsequent events that required disclosures and/or adjustments.

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**SUPPLEMENTARY INFORMATION** 

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# **BEESPOKE CAPITAL LLC SCHEDULE I COMPUTATION OF NET CAPITAL PURSUANT TO UNIFORM NET CAPITAL RULE 15c3-1 AND RECONCILIATION OCTOBER 31, 2019**

| CREDIT:                                                                                                 |             |
|---------------------------------------------------------------------------------------------------------|-------------|
| Members' equity                                                                                         | \$<br>ϵ,1ϵϴ |
| DEBITS:                                                                                                 |             |
| Nonallowable assets                                                                                     |             |
| TŽƚal debiƚƐ                                                                                            | -           |
| NET CAPITAL                                                                                             | ϵ,1ϵϴ       |
| Minimum requirements of ϲ 2/ϯй of aggregate indebtedness of<br>\$1,0ϱ0 or \$ϱ,000, whichever is greater | ϱ,000       |
| EdžceƐƐ neƚ caƉiƚal                                                                                     | \$<br>4,198 |
| AGGREGATE INDEBTEDNESS:                                                                                 |             |
| Accounts payable and accrued expenses                                                                   | \$<br>1,050 |
| RATIO OF AGGREGATE INDEBTEDNESS TO NET CAPITAL                                                          | 0.13 to 1   |

NOTE: There are no material differences between the above computation of net capital and the corresponding computation as submitted by the Company with the unaudited Form X-1ϳA-ϱ as of October ϯ1, 201ϵ.

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# **BEESPOKER CAPITAL, LLC SCHEDULES II AND III**

# **DECEMBER 31, 2018**

## **SchedXle II CRmSXWaWiRn fRU DeWeUminaWiRn Rf ReVeUYe ReTXiUemenWV UndeU RXle 15c3-3**

None, the Compan\ is exempt from Rule 15c3-3 pursuant to the provisions of subparagraph (k)(2)(i) thereof.

# **SchedXle III InfRUmaWiRn RelaWing WR PRVVeVViRn RU CRnWURl ReTXiUemenWV UndeU RXle 15c3-3**

None, the Compan\ is exempt from Rule 15c3-3 pursuant to the provisions of subparagraph (k)(2)(i) thereof.

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**Summit LLC**  Certified Public Accountants ϵϵϵ 1ϴth Street • Suite ϯ000 Denver, CO ϴ0202

#### REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Members of Beespoke Capital LLC

We have reviewed management's statements as of and for the period from inception (June 1, 201ϴ) through December ϯ1, 201ϵ, included in the accompanying Exemption Report, in which (1) Beespoke Capital, LLC's identified the following provisions of 1ϳ C.F.R. §1ϱcϯ-ϯ(k) under which Beespoke Capital LLC claimed an exemption from 1ϳ C.F.R. §2ϰ0.1ϱcϯ-ϯ pursuant to the provisions of subparagraph (k)(2)(i) thereof and (2) Beespoke Capital LLC stated that Beespoke Capital, Beespoke Capital LLC exception. Beespoke Capital, LLC's management is responsible for compliance with the exemption provisions and its statements.

Our review was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included inquiries and other required procedures to obtain evidence about Beespoke Capital, LLC's compliance with the exemption provisions. A review is substantially less in scope than an examination, the objective of which is the expression of an opinion on management's statements. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to management's statements referred to above for them to be fairly stated, in all material respects, based on the provisions set forth in paragraph (k)(2)(i) of Rule 1ϱcϯ-ϯ under the Securities Exchange Act of 1ϵϯϰ.

Denver, Colorado December 21, 201ϵ

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## **BEESPOKER CAPITAL, LLC**

# **EXEMPTION REPORT REQUIREMENT FOR BROKER/DEALERS UNDER RULE 17a-5 OF THE SECURITIES EXCHANGE ACT OF 1934**

# **PERIOD FROM JUNE 1, 2018 THROUGH OCTOBER 31, 2019**

To the best knowledge and belief of BEESPOKE CAPITAL LLC:

The Company claimed the (k)(2)(i) exemption provision from Rule 1ϱcϯ-ϯ of the Securities Exchange Act of 1ϵϯϰ.

The Company met the (k)(2)(i) exemption provision from Rule 1ϱcϯ-ϯ, without exception, throughout the most recent period ending October ϯ1, 201ϵ.

Erin Kogan CEO/CFO/CCO

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**Summit LLC**  Certified Public Accountants ϵϵϵ 1ϴth Street • Suite ϯ000 Denver, CO ϴ0202

#### INDEPENDENT ACCOUNTANT'S REPORT

To the Member of Beespoke Capital LLC

We have performed the procedures included in Rule 1ϳa-ϱ(e)(ϰ) under the Securities Exchange Act of 1ϵϯϰ and in the Securities Investor Protection Corporation (SIPC) Series ϲ00 Rules, which are enumerated below, and were agreed to by Beespoke Capital LLC (Company) and the SIPC, solely to assist you and the SIPC in evaluating the Company's compliance with the applicable instructions of the General Assessment Reconciliation (Form SIPC-ϳ) for the period from inception (June 1, 201ϴ) through October ϯ1, 201ϵ. Management of the Company is responsible for its Form SIPC-ϳ and for its compliance with those requirements. This agreed-upon procedures engagement was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and in accordance with attestation standards established by the American Institute of Certified Public Accountants. The sufficiency of these procedures is solely the responsibility of those parties specified in this report. Consequently, we make no representation regarding the sufficiency of the procedures described below either for the purpose for which this report has been requested or for any other purpose. The procedures we performed, and our findings are as follows:

- 1. Compared the listed assessment payments in Form SIPC-ϳ with respective cash disbursement records entries noting no differences;
- 2. Compared the Total Revenue amounts reported on the Annual Audited Report Form X-1ϳA-ϱ Part III for the period ended October ϯ1, 201ϵ, with the Total Revenue amounts reported in Form SIPC-ϳ for the period ended October ϯ1, 201ϵ noting no differences;
- ϯ. Compared any adjustments reported in Form SIPC-ϳ with supporting schedules and working papers noting no differences;
- ϰ. Recalculated the arithmetical accuracy of the calculations reflected in Form SIPC-ϳ and in the related schedules and working papers supporting the adjustments noting no differences; and
- ϱ. Compared the amount of any overpayment applied to the current assessment with the Form SIPC-ϳ on which it was originally computed noting no differences.

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We were not engaged to, and did not conduct an examination or a review, the objective of which would be the expression of an opinion or conclusion, respectively, on the Company's compliance with the applicable instructions of the Form SIPC-ϳ for the period ended October ϯ1, 201ϵ. Accordingly, we do not express such an opinion or conclusion. Had we performed additional procedures; other matters might have come to our attention that would have been reported to you.

This report is intended solely for the information and use of the Company and the SIPC and is not intended to be and should not be used by anyone other than these specified parties.

Denver, Colorado December 21, 201ϵ

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## **BEESPOKERCAPITAL, LLC**

# **SIPC ASSESSMENT RECONCILIATION PURSUANT TO FORM SIPC-7 OCTOBER 31, 2019**

| General Assessment per Form SIPC - ϳ including interest | \$<br>1ϯ |
|---------------------------------------------------------|----------|
| Less payments made with SIPC - ϲ                        | -        |
| Amount paid with Form SIPC - ϳ                          | \$<br>13 |


Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.