# NUORION CAPITAL, LLC X-17A-5/A (2023-12-27) — Broker-dealer annual report - Company: NUORION CAPITAL, LLC - Form: X-17A-5/A - Filed: 2023-12-27 - Period: 2023-09-30 - Accession: 0001877026-23-000005 - CIK: 1877026 - File #: 8-70770 - Type: Broker-dealer - Material weakness: No - Auditor: Assurance Dimensions - Auditor location: Margate, FL - Contact: Guy Phillips - Phone: 9178597268 - Email: guy.phillips@nuorioncapital.com - Website: nuorioncapital.com - Signed by: Guy Phillips (Managing Member) Original filing: https://www.sec.gov/Archives/edgar/data/1877026/000187702623000005/nclpu.pdf --- {0}------------------------------------------------ **UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549** 0MB APPROVAL 0MB Number: 3235-0123 Expires: Oct. 31, 2023 Estimated average burden hours per response: 12 SEC FILE NUMBER # **ANNUAL REPORTS FORM X-17A-S** | | PART Ill | | | | | | |------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------|------------|--------------------------------------------|--|--|--| | | FACING PAGE | | | | | | | Information Required Pursuant to Rules 17a-5, 17a-12, and 18a-7 under the Securities Exchange Act of 1934 | | | | | | | | FILING FOR THE PERIOD BEGINNING _ | __ 0_7_11_3_1_2
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0_9_1_3_0_12_3 __ | | | | | | MM/DD/VY | | MM/DD/VY | | | | | | A. REGISTRANT IDENTIFICATION | | | | | | | __ N_u_O_ri_
NAME oF FIRM: _ | o_n_C_a-=--p_it_a_l ,_L_L_C | ________ | _ _ | | | | | TYPE OF REGISTRANT (check all applicable boxes):
0 Security-based swap dealer
[!l Broker-dealer
□ Major security-based swap participant
D Check here if respondent is also an OTC derivatives dealer | | | | | | | | ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) | | | | | | | | 495 Brickell Avenue - | Suite 2101 | | | | | | | | (No. and Street) | | | | | | | Miami | FL | | 33131 | | | | | (City) | (State) | | (Zip Code) | | | | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | | | | Guy Phillips | (917) 859-7268 | | guy.phillips@nuorioncapital.com | | | | | (Name) | (Area Code -Telephone Number) | | (Email Address) | | | | | | 8. ACCOUNTANT IDENTIFICATION | | | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing* | | | | | | | | Assurance Dimensions | | | | | | | | | (Name - if individual, state last, first, and middle name) | | | | | | | 2000 Banks Road -
Suite 218 | Margate | FL | 33063 | | | | | (Address) | (City) | (State) | (Zip Code) | | | | | 4/13/2010 | | | 5036 | | | | | (Date of Re~istration with PCAOB)(if applicable) | FOR OFFICIAL USE ONLY | | (PCAOB Registration Number, if applicable) | | | | | * Claims for exemption from the requirement that the annual reports be covered by the reports of an independent public | | | | | | | accountant must be supported by a statement of facts and circumstances relied on as the basis of the exemption. See 17 CFR 240.17a-S(e)(l)(ii), if applicable. Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid 0MB control number. {1}------------------------------------------------ ## NuOrion Capital, LLC Financial Statement and Report of Independent Registered Public Accounting Firm Pursuant to Rule 17a-5 under the Securities Exchange Act of 1934 For the Period July 13, 2022 to September 30, 2023 {2}------------------------------------------------ | | Page(s) | |---------------------------------------------------------|-------------| | Letter of Oath or Affirmation | | | Report of Independent Registered Public Accounting Firm | 1 | | Statement of Financial Condition | 2 | | Notes to the Financial Statement | 3
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5 | {3}------------------------------------------------ #### **OATH OR AFRRMATION** | I, Guy Phillips | swear (or affirm) that, to the best of my knowledge and belief, the | | |--------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------| | financial report pertaining to the firm of | NuOrion Capital, LLC | as of | | September 30
2 | ~
is true and correct. I further swear (or affirm) that neither the company nor any | | | as that of a customer. | partner, officer, director, or equivalent person, as the case may be, has any proprietary interest in any account classified solely
LISA PAZMANDI
Notary Public
Conn0cticut
My Commi, sior> Expires May 31, 2024
Trtle:
Chief Executive Officer | | #### **This filinS-\* contains (check all applicable boxes):** - iii (a) Statement of financial condition. - iii (b) Notes to consolidated statement offinancial condition. - D (c) Statement of income (loss) or, if there is other comprehensive income in the period(s) presented, a statement of comprehensive income (as defined in§ 210.1-02 of Regulation S-X). - D (d) Statement of cash flows. - D (e) Statement of changes in stockholders' or partners' or sole proprietor's equity. - D (f) Statement of changes in liabilities subordinated to claims of creditors. - D (g) Notes to consolidated financial statements. - D (h) Computation of net capital under 17 CFR 240.15c3-1 or 17 CFR 240.18a-1, as applicable. - D (i) Computation of tangible net worth under 17 CFR 240.lSa-2. - D 0) Computatio~ for determination of customer reserve requirements pursuant to Exhibit **A** to 17 CFR 240.15c3-3. - 0 (k) Computation for determination of security-based swap reserve requirements pursuant to Exhibit B to 17 CFR 240.15c3-3 or Exhibit A to 17 CFR 240.lSa-4, as applicable. - D (I) Computation for Determination of PAB Requirements under Exhibit A to§ 240.15c3-3. - D (m) Information relating to possession or control requirements for customers under 17 CFR 240.15c3-3. - D (n) Information relating to possession or control requirements for security-based swap customers under 17 CFR 240.15c3-3(p)(2) or 17 CFR 240.18a-4, as applicable. - D (o) Reconciliations, including appropriate explanations, of t he FOCUS Report with computation of net capital or tangible net worth under 17 CFR 240.15c3-1, 17 CFR 240.lSa-1, or 17 CFR 240.18a-2, as applicable, and the reserve requirements under 17 CFR 240.1Sc3-3 or 17 CFR 240.lSa-4, as applicable, if material differences exist, or a statement that no material differences exist. - □ (p) Summary of financial data for subsidiaries not consolidated in the statement of financial condition. - D (q) Oath or affirmation in accordance with 17 CFR 240.17a-5, 17 CFR 240.17a-12, or 17 CFR 240.18a-7, as applicable. - D (r) Compliance report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - D (s) Exemption report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - D (t) Independent public accountant's report based on an examination of the statement of financial condition. - D (u) Independent public accountant's report based on an examination of the financial report or financial statements under 17 CFR 240.17a-5, 17 CFR 240.18a-7, or 17 CFR 240.17a-12, as applicable. - D (v) Independent public accountant's report based on an examination of certain statements in the compliance report under 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - D (w) Independent public accountant's report based on a review of the exemption report under 17 CFR 240.17a-5 or 17 CFR 240.lSa-7, as applicable. - D (x) Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.15c3-1e or 17 CFR 240.17a-12, as applicable. - D (y) Report describing any material inadequacies found to exist or found to have existed since the date of the previous audit, or a statement that no material inadequacies exist, under 17 CFR 240.17a-12(k). D (z)Other: \_\_\_\_\_\_\_\_ \_\_\_\_\_\_\_\_\_\_ \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \_ - - \*\*To request confidential treatment of certain portions of this filing, see 17 CFR 240.17a-5(e){3} or 17 CFR 240.18o-7{d){2), as applicable. {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) #### **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To the Management and Member **ofNuOrion Capital, LLC:** #### **Opinion on the Financial Statements** We have audited the accompanying statement of financial condition of **NuOrion Capital, LLC** as of September 30, 2023 and the related notes and schedules (collectively referred to as the "financial statement''). In our opinion, the statement of financial condition presents fairly, in all material respects, the financial position of **""-l" uOrion Capital, LLC** as of September 30, 2023 in conformity with accounting principles generally accepted in the United States of America. #### **Basis for Opinion** This financial statement is the responsibility of **N uOrion Capital, L,LC's** management. Our responsibility is to express an opinion on **NuOrion Capital, LLC's** financial statement 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 **NuOrion 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 statement is 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 statement, 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. -ft-~1)~ We have served as **NuOrion Capital, LLC's** auditor since 2023. Margate, Florida November14,2023 > **ASSURANCE DIMENSIONS** CERTIFIED PUBLIC ACCOUNTANTS & ASSOCIATES also **d/b/a McNAMARA and ASSOCIATES, PLLC TAMPA BAY:** 4920 W Cypress Street, Suite 102 I Tampa, FL 33607 I Office: 813.443.5048 I Fax: 813.443.5053 **JACKSONVILLE:** 4720 Salisbury Road, Suite 223 I Jacksonville, FL 32256 I Office: 888.410.2323 I Fax: 813.443.5053 **ORLANDO:** 1800 Pembrook Drive, Suite 300 I Orlando, Fl 32810 I Office: 888.410.2323 I Fax: 813.443.5053 **SOUTH FLORIDA:** 2000 Banks Road, Suite 218 I Margate, FL 33063 I Office: 754.800.3400 I Fax: 813.443.5053 **www.assurancedimensions.com** {5}------------------------------------------------ #### NUORION CAPITAL, LLC STATEMENT OF FINANCIAL CONDITION AS OF SEPTEMBER 30, 2023 | Assets | | |---------------------------------------------|---------------| | Cash | \$
129,110 | | Investment in SAFE notes | 75,000 | | Other assets | 743 | | Total Assets | \$
204,853 | | Liabilities and Member's Equity | | | Accounts payable and other accrued expenses | \$
13,200 | | Deferred revenue | 75,000 | | Total Liabilities | \$
88,200 | | Member's Equity | \$
116,653 | | Total Liabilities and Member's Equity | \$
204,853 | The accompanying notes are an integral part of this financial statement. {6}------------------------------------------------ #### **NUORION CAPITAL, LLC NOTES TO THE FINANCIAL STATEMENT FOR THE PERIOD JULY 13, 2022 TO SEPTEMBER 30, 2023** #### **1. Nature of Business** NuOrion Capital, LLC, (the "Company"), a Delaware limited liability company, is a broker/dealer registered with the Securities and Exchange Commission and a member of the Financial Industry Regulatory Authority ("FINRA"). The Company engages in the following types of business: private placement of securities and mergers and acquisitions. The Company has a minimum net capital of \$5,000. #### **2. Summary of Significant Accounting Policies** The Company follows accounting principles generally accepted in the United States of America ("GAAP") as established by the Financial Accounting Standards Board ("FASB") to ensure consistent reporting of financial condition, results of operations, and cash flows. ### **Management Estimates and Assumptions** The preparation of financial statements in conformity with GAAP 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. Future events and their effects cannot be predicted with certainty: accordingly, accounting estimates require the exercise of judgment. Accounting estimates used in the preparation of these financial statements change as new events occur, as more experience is acquired, as additional information is obtained and as the operating environment changes. ## **Revenue Recognition** FASB Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers is a comprehensive revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. The Company recognizes revenue under ASC 606. The guidance requires an entity to follow a five-step model to (a) identify the contract(s) with a customer, (b) identify the performance obligations in the contract, (c) determine the transaction price, (d) allocate the transaction price to the performance obligations in the contract, and (e) recognize revenue when (or as) the entity satisfies a performance obligation. #### **Concentrations** Over 65% of Company revenue was derived from three customers. In addition, the Company's single largest expense is the payment to an external consultant that was directly related to a single transaction that occurred in the period. #### **Significant Judgments** The recognition and measurement of revenue is based on the assessment of individual contract terms. Typically, a fee is billed when a specific event occurs such as the closing of a transaction or the delivery of a document. Some contracts base revenue on a percentage of the funds gathered, a set fee, or a combination. Sometimes, a partial upfront payment, or **See Report of Independent Registered Public Accounting Firm.** {7}------------------------------------------------ ### **NUORION CAPITAL, LLC NOTES TO THE FINANCIAL STATEMENT FOR THE PERIOD JULY 13, 2022 TO SEPTEMBER 30, 2023** retainer, is needed to start the services. Any fees collected before revenue recognition are treated as contract liabilities. If revenue is earned but not yet received, it is noted as accounts receivable in the financial statement. At times, contracts might include extra fees that depend on future events. Since these fees are influenced by external factors, they're only considered earned after the specified event takes place. During the audit period, the Company received \$75,000 of SAFE notes as a retainer from a client that have been accounted as an Other Asset and a corresponding Deferred Revenue Liability on the Statement of Financial Condition. ## **Cash** The Company maintains cash in bank accounts which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts and does not believe it is exposed to any significant credit risk on cash. #### **Accounts Receivable and Allowances for Uncollectible Accounts** There were no accounts receivable as of September 30, 2023. Accounts receivable are reported net of any estimated allowances for uncollectible accounts and contractual adjustments. All receivables are uncollateralized. To provide for receivables that could become uncollectible in the future, the Company may establish an allowance for uncollectible accounts to reduce the carrying amount of such receivables to their estimated net realizable value. The allowance for uncollectible accounts is based upon management's assessment of historical and expected net collections, business and economic conditions, and other collection indicators. No allowance was deemed necessary by management as of September 30, 2023. The Company accounts for estimated credit losses on financial assets measured at an amortized cost basis and certain off-balance sheet credit exposures in accordance with FASS ASC 326-20, Financial Instruments - Credit Losses. The Company estimates expected credit losses over the life of the financial assets as of the reporting date based on relevant information about past events, current conditions, and reasonable and supportable forecasts. There were no credit losses in the period. #### **Related Parties** The Company follows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions. There are no related party transactions for the period July 13, 2022 to September 30, 2023. #### **Income Taxes** The Company is a limited liability company taxed as a partnership for federal and state income tax purposes. As such, it does not pay taxes. Members are taxed individually on their share of Company earnings for federal and for state income tax purposes. {8}------------------------------------------------ ## **NUORION CAPITAL, LLC NOTES TO THE FINANCIAL STATEMENT FOR THE PERIOD JULY 13, 2022 TO SEPTEMBER 30, 2023** #### **Subsequent Events** The Company has evaluated and noted no events or transactions that have occurred after September 30, 2023 through the date that the financial statements were issued, November 13, 2023 that would require recognition or disclosure in the financial statements. ## **3. Capital Requirements** As a registered broker-dealer, NuOrion Capital, LLC is subject to the SEC Uniform Net Capital Rule ("Rule 15c3-1 ") of the Securities Exchange Act of 1934, which requires the maintenance of minimum net capital. The Company follows the alternative method of computing net capital under Rule 15c3-1 which requires that the Company must maintain minimum net capital, as defined, equal to the greater of \$5,000 and requires that the ratio of aggregate indebtedness to net capital, as defined shall not exceed 1500%. At September 30, 2023, net capital of \$40,910 exceeded the required net capital minimum of \$5,000 by \$35,910. Aggregated indebtedness to net capital was 32% for 2023. **See Report of Independent Registered Public Accounting Firm.** Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.