# PENTALPHA CAPITAL, LLC X-17A-5 (2021-03-31) — Broker-dealer annual report - Company: PENTALPHA CAPITAL, LLC - Form: X-17A-5 - Filed: 2021-03-31 - Period: 2020-12-31 - Accession: 0001007500-21-000002 - CIK: 1007500 - File #: 8-49021 - Material weakness: No - Auditor: GR REID Associates, LLP - Auditor location: Woodbury, NY - Contact: Patty Traina - Phone: 2036606139 - Website: grreid.com - Signed by: Patty Traina (Controller/FINOP) Original filing: https://www.sec.gov/Archives/edgar/data/1007500/000100750021000002/capitalfs2020-2.pdf --- {0}------------------------------------------------ PENTALPHA CAPITAL, LLC FINANCIAL STATEMENTS AND SUPPLEMENTAL MATERIAL PER SEC RULE X-17A-5 DECEMBER 31, 2020 ### (WITH INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM REPORT) {1}------------------------------------------------ ## PENTALPHA CAPITAL, LLC. DECEMBER 31, 2020 ## TABLE OF CONTENTS | | Page No. | |------------------------------------------------------|----------| | Facing Page to Form X-17A-5 | 1 | | Affirmation of Officer | 2 | | Independent Registered Public Accounting Firm Report | 3 | | Financial Statements: | | | Statement of Financial Condition | 4 | | Statement of Income | 5 | | Statement of Changes in Members' Equity | 6 | | Statement of Cash Flows | 7 | | Notes to Financial Statements | 8-10 | | Supplemental Material-December 31, 2019 | 11 | | Computation of Net Capital Under SEC Rule 1Sc3-1 | 12 | | Information Relating to the Possession or Control | | | Requirements Under SEC Rule 15c3-3 | 13 | | | | {2}------------------------------------------------ **UNITED STATES SECURITIESANDEXCf(ANGECOMMISSION Washington, D.C. 20549** # **ANNUAL AUDITED REPORT FORM X-17A-5 PART Ill** 0MB APPROVAL 0MB Number: 3235-0123 Expires: October 31 , 2023 Estimated average burden hours per response ...... 12.00 | SEC FILE NUMBER | |-----------------| | a-49021 | **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 BEGINNINGQ1 /Q1/2020 | | AND ENDING 12/31 /20 | --------- | |-----------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------|----------------------|---------------------------------| | | MM/DD/YY | | -
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MM/DD/YY | | | A. REGISTRANT IDENTIFICATION | | | | NAME oF BROKER-DEALER: Pentalpha Capital LLC | | | OFFICIAL USE ONLY | | ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use P.O. Box No.) | | | FIRM 1.D. NO. | | 2 Greenwich Office Park | | | | | | (No. and Street) | | | | Greemwibh | Ctt | | 06831 | | (City) | (State) | | (Zip Code) | | NAME AND TELEPHONE NUMBER OF PERSON TO CONTACT IN REGARD TO THIS REPORT
Pasqualina Traina 203-660-6139 | | | | | | | | (Area Code - Te lephone Number) | | | B. ACCOUNTANT IDENTIFICATION | | | | INDEPENDENT PUBLIC ACCOUNT ANT whose opinion is contained in this Report*
GR Reid Associates LLP | | | | | | (Name - if individual, state last, first, middle name) | | | | 2 Jericho Place | Jericho | NY | 11753 | | (Address) | (City) | (State) | (Zip Code) | | CHECK ONE:
I I
jcertified Public Accountant
Public Accountant | Accountant not resident in United States or any of its possessions.
FOR OFFICIAL USE ONLY | | | | | | | | | | | | | *\*Claims f or 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 240.17 a-5 (e)(2)* > **Potential persons who are to respond to the collectlon of information contained** In **this form are not required to respond unless the form displays a currently valid 0MB control number.** {3}------------------------------------------------ ## **OATH OR AFFIRMATION** | I, _P_a_s_q_u_a_lin_a_ T_ra_i_n_a _______________________ , | swear ( or affirm) that, to the best of | |-----------------------------------------------------------------------------------------------------------------|-----------------------------------------| | my knowledge and belief the accompanying financial statement and supporting schedules pertaining to the firm of | | | _
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Pentalpha
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as | of December 31 2020 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: SANTIAGO J BALBIN Notary Public Connecticut My Commission Expires Jul 31, 2022 I / l?~~ ~e Controller/Fl NOP Title Notary Public This report\*\* contains (check all applicable boxes): - 0 (a) Facing Page. - **[2]** (b) Statement of Financial Condition. - [ZJ (c) Statement oflncome (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) Statement of Changes in Financial Condition. - [2] (e) Statement of Changes in Stockholders' Equity or Partners' or Sole Proprietors' Capital. - D (f) Statement of Changes in Liabilities Subordinated to Claims of Creditors. - ✓ (g) Computation of Net Capital. - (h) Computation for Determination of Reserve Requirements Pursuant to Rule 15c3-3. - (i) Information Relating to the Possession or Control Requirements Under Rule 15c3-3. - **D** (j) A Reconciliation, including appropriate explanation of the Computation ofNet Capital Under Rule 15c3-1 and the Computation for Determination of the Reserve Requirements Under Exhibit A of Rule l5c3-3. - **D** (k) A Reconciliation between the audited and unaudited Statements of Financial Condition with respect to methods of consolidation. - ✓✓ (1) An Oath or Affirmation. - (m) A copy of the SIPC Supplemental Report. - (n) A report describing any material inadequacies found to exist or found to have existed since the date of the previous audit. *\*\*For conditions of confidential treatment of certain portions of this filing, see section 2 40.17 a-5 (e) (3).* {4}------------------------------------------------ ![](_page_4_Picture_1.jpeg) # **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To the operating member of Pentalpha Capital, LLC # **Opinion on the Financial Statements** We have audited the accompanying statement of financial condition of Pentalpha Capital, LLC as of December 31, 2020 , the related statements of income, changes in members' equity, and cash flows for the year then ended, and the related notes ( collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of Pentalpha Capital, LLC as of December 31, 2020, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. ## **Basis for Opinion** These financial statements are the responsibility of Pentalpha Capital, LLC 's management. Our responsibility is to express an opinion on Pentalpha 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 Pentalpha 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 include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. {5}------------------------------------------------ ![](_page_5_Picture_1.jpeg) # **Auditor's Report on Supplemental Information** The Computation of Net Capital Under Sec Rule 15c3-1 and the Information Relating to the Possession or Control Requirements Under SEC Rule 15c3-3 has been subjected to audit procedures performed in conjunction with the audit of Pentalpha Capital, LLC's financial statements. The supplemental information is the responsibility of Pentalpha 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 17 C.F.R. S240,17a-5. In our opinion, the Computation of Net Capital Under Sec Rule 15c3-1 and the Information Relating to the Possession or Control Requirements Under SEC Rule 15c3-3 is fairly stated, in all material respects, in relation to the financial statements as a whole. *ld.* ~~~I *LLP* **Woodbury, NY February 26, 2021** GR REID ASSOCIATES, UP .. ... .................................................. ·•·•·•·••••· .. •••• .. I 7 600 JERICHO TURNPIKE., SUITE 400, WOODBURY, NEW YORK 11797 / S16.802.0100 151 S N. FEDERAL HIGHWAY, SUITE 411, BOCA RATON, FLORIDA 33432 / S61.544.7050 www.grreid.com {6}------------------------------------------------ ## PENTALPHA CAPITAL, LLC STATEMENT OF FINANCIAL CONDITION DECEMBER 31, 2020 ## ASSETS | Cash | \$ 159,027 | |------------------------------------------------------|-------------| | Accounts Receivable | 16,482 | | Prepaid assets | 4,069 | | Due from Related Entity | 4,082 | | TOTAL ASSETS | \$ 183,660 | | LIABLITIES AND MEMBERS' EQUITY | | | LIABILITIES
Accounts payable and accrued expenses | \$
1,250 | | Total liabilities | 1,250 | | COMMITMENTS (Note 4) | | | MEMBERS' EQUITY | 182,410 | | TOTAL LIABILITIES AND MEMBERS' EQUITY | \$ 183,660 | See Notes to Financial Statements {7}------------------------------------------------ ## PENTALPHA CAPITAL. LLC STATEMENT OF INCOME For The Year Ended DECEMBER 31, 2020 | REVENUES | | |----------------------------------------|--------------| | Fee Income | \$
46,684 | | | | | Total revenues | 46,684 | | EXPENSES | | | Employee compensation | 117,245 | | Occupancy costs | 34,162 | | Other operating expenses | 48,793 | | Total | 200,200 | | Shared compensation and other expenses | | | reimbursed-related parties | (170,407) | | Total expenses | 29,793 | | INCOME FROM OPERATIONS BEFORE | | | OTHER INCOME | 16,891 | | OTHER INCOME | | | Interest Income | 51 | | Dividend Income | 14 | | NET INCOME | \$
16,956 | See Notes to Financial Statements -5- {8}------------------------------------------------ ## PENTALPHA CAPITAL. LLC STATEMENT OF CHANGES IN MEMBERS' EQUITY For The Year Ended December 31, 2020 | | | Members' | | |----------------------------|--------|-----------|--| | | Equity | | | | Balance, January 1, 2020 | \$ | 163,127 | | | Members' Contribution | | 2,327 | | | Net income | | 16,956 | | | Balance, December 31, 2019 | | \$182,410 | | See Notes to Financial Statements {9}------------------------------------------------ ## PENTALPHA CAPITAL, LLC STATEMENT OF CASH FLOWS For The Year Ended DECEMBER 31, 2020 | 16,956 | |----------| | | | | | | | | | | | (10,444) | | | | | | (22,750} | | | | | | (16,238} | | | | | | | | | | | | 2,327 | | | | | | (13,911} | | 172,938 | | | | 159,027 | | | See Notes to Financial Statements -7- {10}------------------------------------------------ ### PENTALPHA CAPITAL, LLC NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2020 ### NOTE 1- THE COMPANY Pentalpha Capital, LLC (the "Company"), was formed in the State of New York, to act primarily as a broker-dealer in the securities industry. It commenced operations on January 1, 1997 to, among other things, act as a conduit between buyer and seller in various financial trades, and to provide consulting and advisory services. #### NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES #### Investments The Company determines the appropriate classification of securities at the time of purchase and reevaluates such designation as of each balance sheet date. Marketable equity securities not classified as trading or held to maturity are classified as available-for-sale. Available-for-sale securities are carried at fair value. with unrealized gains and losses reported as comprehensive income in the statement of changes in members' equity. Realized gains and loses and declines in value judged to be other-than-temporary on available-for-sale securities are included in comprehensive income. Interest and dividends on securities classified as available-for-sale are included in other income. As of December 31, 2020 and the year then ended, the Company held no investments for customers. #### Income Taxes The Company was formed as a Limited Liability Company and therefore will not pay corporation income taxes as the income is taxed directly to the members. The Company is required to file and does file tax returns with the Internal Revenue Service and other taxing authorities and, as part of this activity, is subject to any examination by taxing authorities from 2017 through 2020. #### Use of Estimates The preparation of financial statements in conformity with generally acceptable accounting principles requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of certain assets and liabilities and disclosure of contingent liabilities at the date of the financial statements. They also affect reported amounts of revenues and expenses during the reporting period. Actual results could differ from those amounts. #### Fair Value Pursuant to the provision described in ASC 820, Fair Value Measurement and Disclosures(formerly Statement of Financial Accounting Standards 157) the Company categorizes its financial instruments inputs into three of valuation techniques used to measure fair value into a three-level fair value hierarchy that prioritizes the inputs of valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). Valuation of assets and liabilities traded fo1 less active dealer or broker markets that have significant observable inputs are classified as Level 2. Level 2 valuations are usually obtained from third party pricing service valuations for identical or similar assets. If the inputs are used to measure fair value fall within different levels of the hierarchy, the category level is based on the lowest priority level input that is significant to the fair value measurement of the instrument. {11}------------------------------------------------ ### PENTALPHA CAPITAL, LLC NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2020 ### Standa rds Issued and Implemented In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606). The ASU and all subsequently issued clarifying ASUs replaced most existing revenue recognition guidance in U.S. GAAP. Topic 606 requires revenue to be recognized when promised goods and services are transferred to customers in amounts that reflect the consideration to which the Company expects to be entitled in exchange for those goods or services. The ASU also required expanded disclosures relating to the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The Company adopted the new standard effective January 1, 2018, the first day of the Company's 2018 fiscal year, using the full retrospective method . The Company's revenue is recognized at a point in time based on the transfer of control. Revenue recognized over time consists of performance obligations that are satisfied within one year or less. In addition, the Company's contracts do not contain variable consideration or contract modifications. The adoption of this ASU did not have a material impact on the Company's financial statements. The Company's revenue arrangements generally consist of a single performance obligation to transfer goods or services. Based on the Company's evaluation process and review of its contracts with customers, the timing and amount of revenue recognized previously is consistent with how revenue is recognized under the new standard. No changes were required to previously reported revenues as a result of the adoption. #### Revenue Recognition Polley The Company derives its revenues primarily from capital markets advisory services provided to the US Federal Government. Revenues are recognized when control of these products istransferred to its customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those products. Incidental items that are immaterial in the context of the contract are re<;ognized as expense. The Company does not have any significant financing components as payment is received at or shortly after the point of sale. Costs incurred to obtain a contract will be expensed as incurred when the amortization period is less than a year. #### Disaggregatio n of Revenue From Contracts With Customers The following table disaggregates the Company's revenue on the timing of satisfaction of performance obligations for the year ended December 31, 2020: | | December 31, 2020 | | | |-------------------------------------------------|-------------------|--|--| | All performance obligations satisfied over time | 46,684
\$ | | | | Total Revenue | \$
46,684 | | | Revenue from performance obligations satisfied over time consist of services performed based on hourly rates per the contract with a particular governmental agency. For performance obligations related to our analysis, evaluation and recommendations, control transfers to the customer over time. These services are sold under a time-and-materials contract. Revenue under time-and-materials contracts is recognized on the basis of actual time incurred multiplied by the billable hourly rate stated in the agreement. -9- {12}------------------------------------------------ ### PENTALPHA CAPITAL, LLC NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2020 #### Subsequent Events The company has evaluated subsequent events through February 26, 2021, which is the date the financial statements were available to be issued, and concluded that no subsequent events have occurred that would require recognition in the financial statements or disclosure in the notes to the financial statements. ### NOTE 3 - Net CAPITAL REQUIREMENT Pursuant to Rule 1Sc3-1 of the Securities and Exchange Commission, the Company is required to maintain a minimum "net capital" as defined under such rule. As of December 31, 2020, the Company's net capital was computed to be \$ 153,957 exceeding its minimum requirements of \$5,000 by \$148,957 #### NOTE 4 - CONCENTRATION OF **RISK** #### Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in banks which at times exceeded the Federal Deposit Insurance Corporation limit of up to \$250,000 per account. #### Major Customer The Company has one major customer that accounted for 100% of revenue for the year ended December 31, 2020. The Company expects to maintain this relationship with this customer. #### NOTE 5 - 401K SAVINGS AND INVESTMENT PLAN The Company has a contributory 401K savings and Investment Plan covering all employees who meet length of service requirements. #### NOTE 6 - RELATED PARTIES For the year ending December 31, 2020 the Company was reimbursed \$170,407 for shared compensation and other expenses from commonly owned related entities. At December 31, 2020 the Company is due \$4,082 from related entities. {13}------------------------------------------------ PENTALPHA CAPITAL, LLC ## SUPPLEMENTAL MATERIAL DECEMBER 31, 2020 {14}------------------------------------------------ ## PENTALPHA CAPITAL. LLC COMPUTATION OF NET CAPITAL AND AGGREGATE INDEBTEDNESS IN ACCORDANCE WITH RULE 1Sc3-1 UNDER THE SEC ACT OF 1934 DECEMBER 31, 2020 ## NET CAPITAL | Total members' equity per focus report | | | \$ 182,410 | |-----------------------------------------------------------|----------|----|------------| | Total members' equity per
audited financial statements | | | 182,410 | | Less: Non - allowable assets | | | | | Accounts receivable | \$16,482 | | | | Prepaid assets | 4,069 | | | | Due from related entity | 4,082 | | | | FINRA Daily A/C | 3,756 | | (28,389) | | Net capital before haircuts on securities positions | | | 154,021 | | Haircuts on securities | | | (64) | | Net capital | | | \$ 153,957 | | AGGREGATE INDEBTEDNESS | | | | | Accounts payable and accrued expenses | | \$ | 1,250 | | Total aggregate indebtedness | | \$ | 1,250 | | CAPITAL REQUIREMENTS | | | | | Minimum dollars net capital required | | \$ | 5,000 | | 6-2/3% of aggregate indebtedness | | s | 83 | | Greater of capital requirements | | \$ | 5,000 | | Excess net capital | | | \$ 148,957 | | Net capital | | | \$ 153,957 | See Notes to Financial Statements {15}------------------------------------------------ ### PENTALPHA CAPITAL, LLC SUPPLEMENTAL INFORMATION DECEMBER 31, 2020 The Company is exempt from rule 15c3-3. All customer sale and purchase transactions with customers will be cleared through another broker-dealer on a fully disclosed basis. {16}------------------------------------------------ ![](_page_16_Picture_0.jpeg) February 17, 2021 To the best of our knowledge and belief, Pentalpha Capital LLC. is exempt from Rule 15c3-3 of the Securities and Exchange Commission under paragraph (k) (2) (ii) of that Rule. Pentalpha Capital LLC has met the identified exemption provisions in paragraph (k) of Rule 15c3-3 throughout the year ending December 31, 2020, with no exceptions. ,;;~ftl)\_,faz~ Pasqualina Traina FIN OP /Controller Pentalpha Capital, LLC {17}------------------------------------------------ ![](_page_17_Picture_1.jpeg) # **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To the Operating Member of Pentalpha Capital, LLC We have reviewed management's statements, included in the accompanying exemption report in which (1) Pentalpha Capital, LLC identified the following provisions of 17 C.F.R. §15c3-3(k) under which Pentalpha Capital, LLC claimed an exemption from 17 C. F. R. Section §240.15c3-3: ([15c3-3(k)(2)(i)]) (the "exemption provisions") and (2) Pentalpha Capital, LLC stated that Pentalpha Capital, LLC met the identified exemption provisions throughout the most recent fiscal year without exception. Pentalpha 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 Pentalpha 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, except as stated in the paragraph below, 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. Pentalpha Capital, LLC does not maintain a clearing agreement with a clearing broker as required in paragraph (k) (2)(ii) of Rule 15c3-3 under the Securities Exchange Act of 1934. Pentalpha Capital, LLC should be exempt under paragraph (k)(2)(i) of Rule 15c3-3 under the Securities Exchange Act of 1934. **Woodbury, NY February 26, 2021** Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.