FOCUS Report Torch Partners Corporate Finance Inc

X-17A-5 - FOCUS Report

Published: 2018-03-01 11:45:40
Submitted: 2018-03-01
Period Ending In: 2017-12-31
primary_doc.html


X-17A-5: Filer Information

X-17A-5: Submission Information

X-17A-5: A. Registrant Identification

Address of Principal Place of Business (Do not use P.O. Box No.)

Address 1
33 CAVENDISH SQUARE
City
LONDON
State/Country
UNITED KINGDOM
Mailing Zip/ Portal Code
W1G 0PW

Name and Telephone Number of Person to Contact in Regard to this Report

Name
Dmitriy Rutitskiy
Telephone Number
212-751-4422

X-17A-5: B. Accountant Identification

Independent Public Accountant

X-17A-5: Signature

Oath or Affirmation

I, Rupert Robson, swear (or affirm) that, to the best of my knowledge and belief the accompanying financial statement and supporting schedules pertaining to the firm of TORCH PARTNERS CORPORATE FINANCE INC, as of 12-31-2017, 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:

None

Notary Public

primary_doc.xml

Header Data

Submission Type
X-17A-5

Filer Info

Filer Credentials

Filer Cik
0001530262
Filer Ccc
XXXXXXXX
Live Test Flag
LIVE

Flags

Return Copy Flag
true
Confirming Copy Flag
false
Override Internet Flag
false

Form Data

Submission Information

Period Begin
01-01-2017
Period End
12-31-2017
Type Of Registrant
Broker-dealer
Material Weakness
N

Registrant Identification

Broker Dealer Name
TORCH PARTNERS CORPORATE FINANCE INC
Contact Person Name
Dmitriy Rutitskiy
Contact Person Phone Number
212-751-4422

Accountant Identification

Accountant Name
WithumSmithBrown, PC
Accountant Type
Certified Public Accountant

Oath Signature

Sign Person Name
Rupert Robson
Entity Name
TORCH PARTNERS CORPORATE FINANCE INC
Sign Date
12-31-2017
Explanation
None
Signature
Rupert Robson
Oath Title
CEO
Confirm Notarized Flag
Y
TorchShort.pdf


Torch Partners Corporate
Finance, Inc.
Statement of Financial Condition
December 31, 2017
(With Report of Independent Registered Public
Accounting Firm Thereon)


                                                                                                                    ovs xerrovat
                                                         UNITED STATES                                     [OMG Number
                                           SECURITIES AND EXCHANGE COMMISSION                              lExires: Aupust a1, 2020
                                                      Washington, D.C. 20549                               lEstmated average burden
                                                                                                           hours per response . 12.00
                                             ANNUAL AUDITED REPORT                                                    seo re Nuvaer
                                                    FORM X—17A—5                                                     #— sso«0
                                                      PART III

                                                 FACING PAGE
                     Information Required of Brokers and Dealers Pursuant to Section 17 of the
                            Securities Exchange Act of 1934 and Rule 17a—5 Thereunder

REPORT FOR THE PERIOD BEGINNING                               overzor7                  AND ENDNG                 rariao7
                                                              mpomey                                              mumomvy

                                            A. REGISTRANT IDENTIFICATION
NAMEOF BROKER—DEALER
                                                                                                                 orficw. use ony
 Torch Partners Corporate Finance Inc.
                                                                                                                    Fimi io No
ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use P.O. Box No.)
                                          33 Cavendish Square
                                                (e ant Sveey
                 London                                                                                          Wicory
                 (Cim                                         (Se)                                            (ZinCodo

NAME AND TELEPHONE NUMBER OF PERSON To CONTACT IN REGARD To THIS REPORT
        Rupert Robson                                                                                      44 20 7227 4693
                                                                                                           (Rrea Code= Telphone No)
                                           B. ACCOUNTANT IDENTIFICATION
INDEPENDENT PUBLIC ACCOUNTANT whose opinion is contained in this Report®

  WithumSmith+Brown. PC
                                               (Nume— i indoadaal sate as,frs, middlname)
 465 South Street, Suite 200                                  Morrstown                          NJ                         07960
 (Adira)                                                      Gn                              se                            ipte®
CHECK ONE:
         [8) Certified Public Accountant
         C Public Accountant
         [] Accountant not resident in United States or any of ts possessions
                                                     FOR OFFICIAL ONLY


*Claimsfor exemptionfrom the requirement that the annual report be covered by the apinion ofanindependent public accountant
 must be supported by a statement offacts and circumstances relied on as the basisfor the exemption. See section 240.170—5(e)(Z)

                          Potential persons who are to respond to the collection of
                          information contained in this form are not required to respond
SEC 1410 (06—02)          unless the form displays a currently valid OMB control number.


                                                     OATH OR AFFIRMATION


 1,                                        Rupert Robson                                             , swear (or affitm) that, t the
 best of myknowledge and belielthe accompanying financial satement and supporting schedules pertaining to the firm of
                                       Torch Partners Corporate Finance Inc.                                           , as of
                               December 31, 2017 . are tnie and cortect. 1 further swear (or aftinm) that neither the company
 nor any parmer, proprietor,principal officer or director has any proprietary interest in any account classified solely as that of
 a customer, exceptas follows:



                                                                                                 }

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ramrae                                                                          Heasib Heron
                                                                                Notary Public
                                                                        6 Lower Grosvenor Place
This report** contains (check all applicable boxes)                         London, SW1W OEN
[J (@) Facing page                                                         Tal: 0207 630 1777
   (b) Statement of Financial Condition                               Email: h/heron@notary.co.uk
0   (¢) Statement of Income (Loss)
0   (d) Statement of Changes in Financial Condition
0   (€) Statement of Changes in Stockholders® Equity or Parters® or Sole Proprictors® Capital
0   (1) Statement of Changes in Liabilities Subordinated to Claims of Creditors
0   (z) Computation of Net Capital
0   (h) Computation for Determination of Reserve Requirements Pursuant to Rule 15¢3—3
0   (i) Information Relating to the Possession or control Requirements Under Rule 15e3—3
0   (§) A Reconciliation,including appropriate explanation, ofthe Computation of Net Capital Under Rule 15¢3—1 and the
        Computation for Determination of the Reserve Requirements Under Exhibit A of Rule 15¢3—3
0   (k) A Reconciliation between the audited and unaudited Statements of Financial Condition with respect to methods of con—
       solidation
B (1). An Oath orAffirmation
0   (m) A copyof the SIPC Supplemental Report
0   (#) A report describing any material inadequacies found to exist or found to have existed since the date of the previous audit
0   (0) Exemption report



**For conditions ofconfidentil treatment ofcertain portions afthifling. see section 240 17a—S(e)3)







Report of Independent Registered Public Accounting Firm ......................................................................... 1

Statement of Financial Condition ................................................................................................................. 2

Notes to Financial Statement ................................................................................................................... 3–6


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Torch Partners Corporate Finance, Inc.
Statement of Financial Condition
As of December 31, 2017


Assets
Cash                                                     $   613,633
Other assets                                                  33,451
  Total assets                                           $   647,084

Liabilities and Stockholder's Equity
Accounts payable and other accrued expenses              $    81,561
Income taxes payable                                           4,968
  Total liabilities                                           86,529

Stockholder's equity
Common stock                                                  504,000
Additional paid in capital                                    432,985
Accumulated deficit                                          (376,430)
  Total stockholder's equity                                  560,555
  Total liabilities and stockholder's equity             $    647,084




                  The accompanying notes are an integral part of this financial statement.

                                                     2


Torch Partners Corporate Finance, Inc.
Notes to the Financial Statement
December 31, 2017


1.   Organization and description of business

     Torch Partners Corporate Finance, Inc. (“the Company") is a Corporation incorporated in the state
     of California on March 4, 2011. On October 10, 2012, the Company received the Financial Industry
     Regulatory Authority (“FINRA”) registration approval letter. The Company is registered as a
     securities broker-dealer with the Securities and Exchange Commission ("SEC") and is a member of
     FINRA. Torch Partners Corporate Finance, Inc. is a wholly owned subsidiary of Torch Group
     Limited. The Company’s business activities include private placement of securities on a best efforts
     basis and investment banking advisory services.

     The Company does not carry securities accounts for customers or perform custodial services
     and, accordingly, claims exemption from Rule 15c3-3 of the Securities Exchange Act of 1934.

2.   Summary of Significant Accounting Policies

     Basis of Presentation
     The Company's financial statements have been prepared in accordance with accounting principles
     generally accepted in the United States of America ("US GAAP").

     The following is a summary of the significant accounting policies followed by the Company.

     Cash
     Cash consists of cash in banks, primarily held at one financial institution which at times may
     exceed federally insured limits.

     Revenue Recognition
     The Company recognizes revenues in accordance with Accounting Standards Codification (“ASC”)
     Topic 605, “Revenue Recognition”, which stipulates that revenue generally is realized, or realizable
     and earned, once persuasive evidence of an arrangement exists, delivery has occurred or
     services have been rendered, the fee is fixed or determinable and collectability is assessed as
     probable. Fees from financial advisory assignments and underwriting revenues are recognized
     in revenue when the services related to the underlying transaction are completed under the
     terms of the assignment. If a service is rendered on a contingent fee basis, revenues are
     recognized upon satisfaction of the contingency. Fees from the Marketing and Transaction Support
     Services Agreement with Torch Partners Corporate Finance Limited (“Affiliate”) are earned when
     incurred.

     Computer Equipment
     Maintenance and repair costs are expensed as incurred. Computer Equipment is carried at cost,
     less accumulated depreciation and is depreciated on a straight line basis generally using estimated
     useful lives of 3 years. As of December 31, 2017 fixed assets are comprised of the following:

     Computer Equipment, net          $     8,634
     Less: accumulated depreciation        (8,634)
                                      $         0




                                                     3


Torch Partners Corporate Finance, Inc.
Notes to the Financial Statement
December 31, 2017


     Income Taxes
     The Company accounts for income taxes under the asset and liability method, which requires the
     recognition of deferred tax assets and liabilities for the expected future tax consequences of events
     that have been included in the financial statements. Under this method, deferred tax assets and
     liabilities are determined based on the differences between the financial statements and tax basis
     of assets and liabilities using enacted tax rates in effect for the year in which the differences are
     expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is
     recognized in income in the period that includes the enactment date.
     The Company records net deferred tax assets to the extent the Company believes these assets will
     more likely than not be realized. In making such a determination, the Company considers all
     available positive and negative evidence, including future reversals of existing taxable temporary
     differences, projected future taxable income, tax-planning strategies, and results of recent
     operations. In the event the Company were to determine that it would be able to realize their
     deferred income tax assets in the future in excess of their net recorded amount, the Company
     would make an adjustment to the deferred tax asset valuation allowance, which would reduce the
     provision for income taxes.
     The Company records uncertain tax positions in accordance with ASC 740-10-25 “Accounting for
     Uncertainty in Income Taxes” on the basis of a two-step process whereby (1) the Company
     determines whether it is more likely than not that the tax positions will be sustained based on the
     technical merits of the position and (2) those tax positions that meet the more-likely-than-not
     recognition threshold, the Company recognizes the largest amount of tax benefit that is greater
     than 50 percent likely to be realized upon ultimate settlement with the related tax authority.
     The Company files its income tax returns in the U.S. federal and state jurisdictions. The Company
     remains subject to income tax examinations for all periods since inception. Any potential
     examinations may include questioning the timing and amount of deductions and compliance with
     U.S. federal and state tax laws. At December 31, 2017, management has determined that the
     Company had no uncertain tax positions that would require financial statement recognition.
     Management’s conclusions regarding this policy may be subject to review and adjustment at a later
     date based on factors including, but not limited to, on-going analyses of and changes to tax laws,
     regulations and interpretations thereof.
     Use of Estimates
     The preparation of financial statements in conformity with US GAAP requires management to make
     estimates and assumptions that affect the reported amounts of revenues and expenses during the
     reporting period and disclosure of contingent assets and liabilities at the date of the financial
     statements. Actual results could differ from these estimates.

3.   Related Party Agreements

     On August 8, 2013, the Affiliate entered into an Administrative Services Agreement (the “Expense
     Sharing Agreement”). In accordance with the Expense Sharing Agreement, the Company
     reimburses the Affiliate, on a monthly basis, for a proportional share of salaries and related
     expenses of personnel employed by the Affiliate.

     On August 8, 2013, the Company has also entered into a Marketing and Transaction Support
     Services agreement with the Affiliate. As per the terms of this agreement, the Company earns
     revenues from transaction execution support services it provides to the Affiliate and is reimbursed
     for marketing support and business development expenses from the Affiliate.




                                                    4


Torch Partners Corporate Finance, Inc.
Notes to the Financial Statement
December 31, 2017

4.   Income Taxes

     The deferred income taxes reflect the tax effects of temporary differences between the financial
     reporting and tax basis of asset and liabilities. The Company has deferred tax assets of
     approximately $102,000 at December 31, 2017, which is primarily attributable to capitalized startup
     costs. The Company has no net operating loss carry forward at December 31, 2017. The Company
     recorded a full valuation allowance against its deferred tax assets, as future realization is uncertain.
     The Company records uncertain tax positions in accordance with ASC 740-10-25 “Accounting for
     Uncertainty in Income Taxes” on the basis noted in note (2) above. The Company's uncertain tax
     position is the result of the Company generating majority of its revenue from one transaction with
     an external client.
5.   Stockholder's Equity

     Capital Structure

     As of December 31, 2017, the Company was authorized to issue 1,000,000 shares of stock, of
     which 504,000 shares were issued and outstanding.

6.   Commitments

     The Company pays its rental expenses under the agreement, held by the Affiliate expiring
     September 30, 2019. Aggregate future minimum annual rental payments are as follows:

     Year ending December 31,

     2018                          $      32,667
     2019                                 24,930
                                   $      57,597


7.   Net Capital Requirements

     As a FINRA registered broker-dealer, Torch Partners Corporate Finance, Inc. 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. Under Rule 15c3-1, Torch Partners Corporate Finance,
     Inc. is required to maintain minimum net capital equal to the greater of $5,000 and 6.667% of
     aggregate indebtedness. The ratio of aggregate indebtedness to net capital, both as defined, shall
     not exceed 15 to 1 and that equity capital may not be withdrawn or cash dividends paid if the
     resulting net capital ratio would exceed 10 to 1. At December 31, 2017, Torch Partners Corporate
     Finance, Inc. had net capital of approximately $527,000, which was approximately $521,000 above
     its required net capital of the greater of $5,000 and 6.667% of aggregated indebtedness. The ratio
     of aggregate indebtedness to net capital was 0.16 to 1 at December 31, 2017.




                                                    5


Torch Partners Corporate Finance, Inc.
Notes to the Financial Statement
December 31, 2017


8.    Concentrations of Credit Risk

      The Company maintains its cash balances in one financial institution. These balances are insured
      by the Federal Deposit Insurance Corporation up to $250,000 per institution.

9.    Exemption from Rule 15c3-3

      The Company is exempt from the provisions of Rule 15c3-3 under the Securities and Exchange act
      of 1934 as of December 31, 2017, in that the Company’s activities are limited to those set forth in
      the conditions for exemption appearing in paragraph (k)(2)(i) of the Rule.

10.   Subsequent Events

      The Company evaluated subsequent events or transactions that occurred from January 1, 2018
      through February 22, 2018, the date these financial statements were issued. The Company did not
      have any significant subsequent events to report.




                                                    6



Document Created: 2018-03-01 11:10:22
Document Modified: 2018-03-01 11:10:22
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