FOCUS Report Maxwellfort Investments, Lp

X-17A-5 [Paper] - FOCUS Report

Published: 2015-03-11 16:35:58
Submitted: 2015-03-02
Period Ending In: 2014-12-31
scanned.pdf Scanned paper document


                                                           UNITEDSTATES                                                                     OMB APPROVAL
                                               SECURITIES AND EXCHANGE                           COMMISSION                             OMB Number:   3235-0123




        I I IIIIII                                         Washington,
                                                ANNUAL AUDITED REP c; ECEB/ED
                                                                                    D.C.20549
                                                                                                                                              imated average burden
                                                                                                                                        Expires:              March31, 2016
                                                                                                                                                 perresponse......12.00

                                                     FORM X-17A-5   MAR0 2 2015                                                                      'SECFILENUMBER
                                                                        PART lil                                                                         s. 68212

                                                                   FACING            PAGE                              . 201
                  Information          Required of Brokers and Dealers Pursuant                                                        on 17 of the
                                 Securities Exchange Act of 1934 and Rule 17a-5 The                                              eunder

REPORT FOR THE PERIOD BEGINNING                          01/01/2014                                         AND ENDING                 12/31/2014
                                                                         MM/DD/YY                                                                MM/DD/YY


                                             A. REGISTRANT                   IDENTIFICATION

NAME OF BROKER-DEALER:                       Monadnock         Securities, LP                                                                   OFFICIAL USE ONLY

ADDRESS      OF PRINCIPAL            PLACE OF BUSINESS:              (Do not use             P.O.Box No.)                                            FIRM I       D. NO.

          219 West Ninth Street, #220
                                                                        (No. and Street)


             Wilmington,                                                           DE                                                   19801
                        (City)                                                     (State)                                             (Zip Code)

NAME AND TELEPHONE                   NUMBER     OF PERSON TO CONTACT                           IN REGARD             TO THIS REPORT

              Danial Rigalow                                                                                                                309-995-1?15
                                                                                                                                            (Area Code   -   Telephone   Number)

                                             B. ACCOUNTANT                     IDENTIFICATION

INDEPENDENT          PUBLIC        ACCOUNTANT        whose opinion is contained in this Report*

        Spicer Jeffries LLP
                                                       (Name   -   ifindividual,     state    last,first,   middle   name)


        5251      S. Quebec Street, Suite 200                               Greenwood Village                                     CO                         80111
      (Address)                                                (City)                                                        (State)    .                      (Zip Code)


CHECK     ONE:

                  Certified      Public Accountant
                  Public Accountant

                  Accountant       not resident in United States or any of its possessions.

                                                       FOR OFFICIAL                    USE ONLY                                                                    '         I


*Claims for exemption from the requirement    that the annual report be covered by the opinion of an independent public accountant
must be supported  by a statement of facts and circumstances   relied on as the basis for the exemption. See Section 240.17a-5(e)(2)



                                       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

    I,             Daniel C. Bigelow                                                            , swear (or affirm) that, to the best of
    my knowledge and belief the accompanying financial statement and supporting schedules pertaining to the firm of
               Monadnock Securities, LP                                                                                          o_   , as
    of              December 31                               , 20_    14      _ , 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:




                                                                      _' fQax—_cD C S ol
                                                                                            f SignatureU

                         ho   s                                              President
                                                          -                                      Title

               %\r\%\                                 |               COMMONWEALTH OF PENNSYLVANIA
          /(         Notary Public                                ‘                  NOTARIAL SEAL
               —                                                         YUSEF R MOORE, NOTARY PUBLIC
    This report ** contains (check all applicable boxes):             CITY OF PHILADELPHIA, PHILADELPHIA COUNTY
         (a) Facing Page.                                             MY COMMISSION EXPIRES JUNE 03, 2018
         (b) Statement of Financial Condition.                                   —
         (c) Statement of Income (Loss).       .
         (d) Statement of Changes in Financial Condition.
         (e) Statement of Changes in Stockholders‘ Equity or Partners®‘ or Sole Proprietors‘ Capital.
    C    (f) Statement of Changes in Liabilities Subordinated to Claims of Creditors.
.        (g) Computation of Net Capital.
    C    (h) Computation for Determination of Reserve Requirements Pursuant to Rule 15¢3—3.
    C    (i) Information Relating to the Possession or Control Requirements Under Rule 15c3—3.
    L1   (J) A Reconciliation, including appropriate explanation of the Computation of Net Capital Under Rule 15c3—1 and the
             Computation for Determination of the Reserve Requirements Under Exhibit A of Rule 15c3—3.
    CJ   (k) A Reconciliation between the audited and unaudited Statements of Financial Condition with respect to methods of
             consolidation.
         (1) An Oath or Affirmation.
    L1 (m) A copy of the SIPC Supplemental Report.
    D (n) A report describing any material inadequacies found to exist or found to have existed since the date ofthe previous audit.

~**For conditions of confidential treatment of certain portions of this filing, see section 240.17a—5(e)(3).


   MONADNOCK    SECURITIES, LP

REPORT   PURSUANT   TO RULE 17a-5(d)

  YEAR ENDED DECEMBER       31, 2014


                                                                 Page (s)

Report of Independent Registered Public Accounting Firm             3- 4

Statement of Financial Condition                                        5

Statement of Operations                                                 6

Statement   of Changes in Partners' Equity                              7

Statement   of Cash Flows                                               8

Notes to Financial Statements                                      9 - 11

Supplementary Schedules:

   Computation of Net Capital Pursuant to Uniform Net
     Capital Rule 15c3-1                                              12

Report of Independent Registered Public Accounting Firm on the
Company's Exemption Report including Management's Statement       13 - 14


                                                                      Sr7       SPICER JEFFRIES LLP
                                                                                             CERTIFIED PUBLIC ACCOUNTANTS


                                                                              5251   SOUTH   QUEBEC STREET       •   SUITE 200
                                                                             GREENWOOD        VILLAGE, COLORADO          80111

                                                                                              TELEPHONE: (303) 753-1959

                                                                                                        FAX:   (303) 753-0338

                                                                                                       www.spicerjeffries.com




                 REPORT        OF INDEPENDENT   REGISTERED   PUBLIC    ACCOUNTING              FIRM



To the Partners of
Monadnock Securities, LP

We have audited the accompanying financial statements of Monadnock Securities, LP (the "Company"),
which comprise the statement of financial condition as of December 31, 2014, and the related statements
of operations, changes in shareholder's equity and cash flows for the year then ended that are filed
pursuant to Rule 17a-5 under the Securities Exchange Act of 1934, and the related notes to the financial
statements and supplemental information. The Company's management is responsible for these financial
statements. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards    of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal control over financial
reporting. Our audit included consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company's internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis for our opinion.


In our opinion, the financial statements referred to above present fairly, in all material respects, the
financial condition of the Company as of December 31, 2014, and the results of its operations and its
cash flows for the year then ended in accordance with accounting principles generally accepted in the
United States of America.

The information contained in the supplemental schedule listed in the accompanying index has been
subjected to audit procedures performed in conjunction with the audit of the Company's financial
statements.




  Þendent   Legal & Accoung4


                                                                                            SPICER   JEFFRIEs LLP



The supplemental information    is the responsibility of the Company's management. Our audit procedures
included determining whether the supplemental information reconciles to the financial statements or the
underlying accounting and other records, as applicable, and performing procedures to test the
completeness and accuracy of the information presented in the supplemental information. In forming our
opinion on the supplemental information, we evaluated whether the supplemental information, including
its form and content, is presented in conformity with Rule 17a-5 of the Securities Exchange Act of 1934.
In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the
financial statements as a whole.




Greenwood Village, Colorado
February 23, 2015


                                        MONADNOCK       SECURITIES, LP

                               STATEMENT         OF FINANCIAL       CONDITION
                                            DECEMBER        31, 2014




                                        ASSETS


 Cash and cash equivalents                                                      $   14,956
 Other assets                                                                       10,640


                                                                                $   25,596

                              PARTNERS' CAPITAL




 COMMITMENTS         AND CONTINGENCIES            (Notes 3 and 4)


 PARTNERS' CAPITAL           (Note 2)                                               25,596


                                                                                $   25,596




The accompanying notes are an integral part of this statement.                               5


                                     MONADNOCK     SECURITIES,   LP

                                     STATEMENT  OF OPERATIONS
                                    YEAR ENDED DECEMBER 31, 2014




  REVENUE:
       Other income                                                   $    13,421


  EXPENSES:
       Professional fees                                                   23,380
   '   General and administrative                                           2,872


          Total expenses                                                   26,252


  NET LOSS                                                            $   (12.831)




The accompanying notes are an integral part of this statement.                       6


                                 MONADNOCK         SECURITIES, LP

                     STATEMENT   OF CHANGES IN PARTNERS' CAPITAL
                             YEAR ENDED DECEMBER 31, 2014




BALANCE, December 31, 2013                                          $    28,427

   Contributions                                                          10,000


   Net loss                                                             (12,831)


BALANCE, December 31, 2014                                          $    25.596




The accompanying notes are an integral part of this statement.                     7


                                     MONADNOCK               SECURITIES, LP

                                     STATEMENT OF CASH FLOWS
                                    YEAR ENDED DECEMBER 31, 2014




  CASH FLOWS FROM OPERATING                 ACTIVITIES:
    Net loss                                                             $    (12,831)
    Adjustments to reconcile net loss to net cash used in
       operating activities:
          Increase in Other Assets                                             (9,741)
          Decrease in Accounts Payable                                           (293)


               Net cash used in operating activities                          (22,865)

  CASH FLOWS        PROVIDED      BY FINANCING         ACTIVITIES:
    Contributions                                                              10,000


 NET DECREASE IN CASH AND CASH EQUIVALENTS                                    (12,865)


  CASH AND CASH EQUIVALENTS,                at beginning of year               27,821


  CASH AND CASH EQUIVALENTS,                at end of year               $     14.956




The accompanying notes are an integral part of this statement.                           8


                                  MONADNOCK         SECURITIES, LP

                              NOTES TO FINANCIAL           STATEMENTS



NOTE 1 -       ORGANIZATION       AND SIGNIFICANT ACCOUNTING POLICIES

Organization   and business

Monadnock Securities, LP (the "Partnership") is a limited partnership organized on February 2, 2009
under the laws of the state of Delaware. The Partnership was founded to allow accredited Investors to
selectively participate in alternate private placement stock offerings not typically available to them. The
Partnership was approved as a broker-dealer registered with the Securities and Exchange Commission
("SEC") and became a member of the Financial Industry Regulatory Authority, Inc. ("FINRA") on April
19, 2010.

After several months of discussions, David Shepherd, Daniel Bigelow, and MCM GP, LLC entered into
a purchase and sale agreement on May 23, 2014 to sell their interests in Monadnock Securities, LP to
two third-party-Florida  LLCs. Under this agreement, the two third-party LLCs are to acquire 100% of
the partnership interests of Monadnock Securities from Mr. Shepherd, Mr. Bigelow, and MCM GP,
LLC, as well as reimburse Monadnock Securities for certain on-going expenses and pay a consulting fee
while waiting for FINRA approval of the transaction. All of the consulting income ($13,419) received
in 2014 was received pursuant to this agreement, and $13,726 (34.33% of total 2014 expenses) was
received for expense reimbursement in 2014 pursuant to this agreement as well.          A Change of
Membership Application (CMA) was filed with FINRA on October 3, 2014 and is still awaiting final
FINRA approval. Because the regulatory-approval process has taken longer than originally anticipated,
the purchase and sale agreement was modified on November 24, 2014. Under the amended agreement,
purchasers agreed to increase the good-faith deposit from $10,000 to $20,000 and the consulting fee
from $2,000 to $4,000 per month, as well as agree to continue to reimburse Monadnock Securities, LP
for additional operational expenses.



Revenue recognition

The Partnership recognizes revenues as commissions and fees are earned upon the sale of various
investment vehicles. Accounts receivable are carried at their estimated collectible amounts, and losses
are determined on the basis of experience with the customer and current economic conditions.

15c3-3 exemption

The Partnership under Rule 15c3-3(k)(2)(i)  is exempt from the customer reserve requirements and the
possession or control requirements of Rule 15c3-3 of the SEC. The Partnership does not carry or clear
customer accounts.

Cash and cash equivalents

For purposes of cash flows, the Partnership considers money market funds with original maturities of
three months or less to be cash equivalents.
                                             (continued)
                                                                                                          9


                                    MONADNOCK        SECURITIES, LP

                                  NOTES TO FINANCIAL        STATEMENTS



NOTE 1      -       SUMMARY   OF SIGNIFICANT       ACCOUNTING       POLICIES     (concluded)


Estimates

The preparation of financial statements in conformity with accounting principles generally 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.

Income taxes

The Partnership is recognized as a limited partnership by the Internal Revenue Service. Accordingly,
the Partnership's partners are liable for federal and state income taxes on its taxable income.


The Partnership is required to determine whether a tax position is more likely than not to be sustained
upon examination by the applicable taxing authority, including resolution of any tax related appeals or
litigation processes, based on the technical merits of the position. The Partnership files an income tax
return in the U.S. federal jurisdiction, and may file income tax returns in various U.S. states. The
Partnership is not subject to income tax return examinations by major taxing authorities for years before
2011. The tax benefit recognized is measured as the largest amount of benefit that has a greater than
fifty percent likelihood of being realized upon ultimate settlement. De-recognition      of a tax benefit
previously recognized results in the Partnership recording a tax liability             that reduces net
assets. However, the Partnership'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. The Partnership recognizes interest accrued
related to unrecognized tax benefits and penalties related to unrecognized tax benefits in income taxes
payable, if assessed. No interest expense or penalties have been recognized as of and for the year ended
December 31, 2014.



NOTE 2 -        .   NET CAPITAL    REQUIREMENTS

Pursuant to the net capital provisions of Rule 15c3-1 of the Securities Exchange Act of 1934, the
Partnership is required to maintain a minimum net capital, as defined under such provisions.         At
December 31, 2014, the Partnership had net capital and net capital requirements of $14,956 and $5,000,
respectively. The Partnership's net capital ratio (aggregate indebtedness to net capital) was 0.00 to 1.
According to Rule 15c3-1, the Partnership's net capital ratio shall not exceed 15 to 1.




                                                                                                          10


                                 MONADNOCK          SECURITIES, LP

                              NOTES TO FINANCIAL          STATEMENTS



NOTE 3    -   COMMITMENTS       AND RELATED PARTY TRANSACTIONS

The Partnership leases office space from a related party under a month-to-month      operating lease for
2014. The Partnership paid the related party $4,477 for rent during the year ended December 31, 2014.


NOTE 4-        FINANCIAL INSTRUMENTS,            OFF-BALANCE       SHEET RISK AND
               CONTINGENCIES

The Partnership's financial instruments including cash and cash equivalents, other assets and accounts
payable are carried at amounts that approximate fair value due to the short-term nature of those
instruments.

The Partnership is in the business of syndicating and marketing private placements of stock to accredited
investors. Its business is directly affected by downturns in the market and its ability to raise capital
during distressed economic conditions.



NOTE 5    -   SUBSEQUENT        EVENTS

The Company has performed an evaluation of subsequent events through the date the financial
statements were issued. The evaluation did not result in any subsequent events that required disclosures
and/or adjustments.




                                                                                                       11


SUPPLEMENTARY   INFORMATION


                                     MONADNOCK        SECURITIES, LP

                               COMPUTATION             OF NET CAPITAL
                       PURSUANT TO UNIFORM             NET CAPITAL  RULE 15c3-1
                                             DECEMBER 31,2014




  CREDIT:
            Partners' capital                                        $ 25,596


  DEBITS:
            Other assets                                                 10,640


 NET CAPITAL                                                             14,956


 Minimum     requirements of 6-2/3% of aggregate indebtedness of
            $0.00 or $5,000, whichever is greater                         5,000


                        Excess net capital                           $    9,956


  AGGREGATE INDEBTEDNESS-               Accounts payable             $            -



  RATIO     OF AGGREGATE        INDEBTEDNESS        TO NET CAPITAL         A


   Note: There are no material differences between the above computation of net capital and the
   correspondin computation as submitted by the Company with the unaudited Form X-17-a-5       as of
   December 31 2014




See the accompanying Independent Auditors' Report.                                                     12


                                                                                    .52         SPICER JEFFRIES LLP
                                                                                                         CERTIFIED PUBLIC ACCOUNTANTS

                                                                                              5251 SOUTH QUEBEC STREET       •   SUITE 200

                                                                                             GREENWOOD    VILLAGE, COLORADO          80111

                                                                                                          TELEPHONE:      (303) 753-1959

                                                                                                                   FAX:   (303) 753-0338

                                                                                                                   www.spicerjeffries.com




            REPORT              OF INDEPENDENT         REGISTERED       PUBLIC     ACCOUNTING         FIRM



To the Partners of
Monadnock Securities, LP

We have reviewed management's statements, included in the accompanying management
statement regarding compliance with Rule 15c3-3 exemption report, in which (1) Monadnock
Securities, LP (the "Company") identified the following provisions of 17 C.F.R.§15c3-3(k)
under which the Company claimed an exemption from 17 C.F.R. §240.15c3-3 (2)(i) (the
"exemption provisions") and (2) the Company stated that the Company met the identified
exemption provisions throughout the most recent fiscal year without exception. The Company's
management is responsible for compliance with the exemption provisions and its statements.


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

Based on our                 review, we are not aware of any material modifications that should be made to
management's                  statements referred to above for them to be fairly stated, in all material respects,
based on the                 provisions set forth in paragraph (k)(2)(i) of Rule 15c3-3 under the Securities
Exchange Act                 of 1934.




Greenwood Village, Colorado
February 23, 2015




 eÞendent   Legal & ACeauÑ


                     Monadnock        Securities LP Exemption Report

Monadnock Securities LP,(the "Company") is a registered broker-dealer subject to Rule 17a-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.§240.17a-5(d)(1) and (4). To the best of its knowledge and belief, the Company states
the following:

The Company claimed an exemption        from 17 C.F.R.§240.15c3-3 under the following provisions
of 17   C.F.R.§240.15c3-3(k)(2)(i).

The Company met the identified exemption provisions in §240.15c3-3(k) throughout       the most
recent fiscal year ending December 31st, 2014, without exception.

I, Daniel C.Bigelow, swear or affirm,   that to my best knowledge and belief, this Exemption
Report is true and correct.




By: MCM GP, LLCits General Partner

By:

Title: President


Date: 21 February 2015



Document Created: 2018-11-01 06:44:53
Document Modified: 2018-11-01 06:44:53
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