# MANORHAVEN CAPITAL LLC X-17A-5 (2022-03-30) — Broker-dealer annual report - Company: MANORHAVEN CAPITAL LLC - Form: X-17A-5 - Filed: 2022-03-30 - Period: 2021-12-31 - Accession: 0001058484-22-000001 - CIK: 1058484 - File #: 8-50911 - Type: Broker-dealer - Material weakness: No - Auditor: ADEPTUS PARTNERS, LLC - Auditor location: NEW YORK, NY - Contact: Gennaro J. Fulvio - Phone: 2124903113 - Email: jfulvio@fulviollp.com - Website: fulviollp.com - Signed by: ZACHARY MARANS (PRESIDENT & CEO) Original filing: https://www.sec.gov/Archives/edgar/data/1058484/000105848422000001/manorp.pdf --- {0}------------------------------------------------ # MANORHAVEN CAPITAL LLC #### STATEMENT OF FINANCIAL CONDITION DECEMBER 31, 2021 PUBLIC {1}------------------------------------------------ **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 # **ANNUAL REPORTS FORM X-17A-5 PART** Ill | | SEC FILE NUMBER | | |--|-----------------|--| **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 | -~~~~----
01/01/21
MM/DD/VY | AND ENDING | __
12/31/21 ___
;:=~~::;_
_
MM/DD/VY | | |--------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------|---------------|--------------------------------------------------|--| | | A. REGISTRANT IDENTIFICATION | | | | | __
NAME OF FIRM: | M_A_N_O-=--R-=--H-=--A-=--V:::::.E::.N-=C::A::P:IT.;:.A::L=, | | -=L=LC-=------------- | | | TYPE OF REGISTRANT (check all applicable boxes):
Q9 Broker-dealer
D Check here if respondent is also an OTC derivatives dealer | □ Security-based swap dealer | | □ Major security-based swap participant | | | ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) | | | | | | 120 WALL STREET 25th FLOOR | | | | | | | (No. and Street) | | | | | NEW YORK
(City) | NY
(State) | | 10005
(Zip Code) | | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | | GENNARO J. FULVIO
(212) 490-3113
(Area Code -Telephone Number)
(Name) | | | jfulvio@fulviollp.com
(Email Address) | | | | B. ACCOUNTANT IDENTIFICATION | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing*
ADEPTUS PARTNERS, LLC | | | | | | | (Name - if individual, state last, first, and middle name) | | | | | 250 W 54TH ST, 9TH FL
(Address) | NEW YORK
(City) | NY
(State) | 10019
(Zip Code) | | | a 11051201 a
rte of
Reg;st,atioo with PCAOB)(;f appUcable) | FOR OFFICIAL USE ONLY | 3686 | I
(PCAOB Reg;s,,a,;oo Nombec, "appl;cable) | | | * 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.** {2}------------------------------------------------ #### **OATH OR AFFIRMATION** I, ZACHARY MARANS . swear (or affirm) that, to the best of my knowledge and belief, the financial report pertaining to the firm of MANORHAVEN CAPITAL, LLC • as of DECEMBER 31 2 021, is true and correct. I further swear (or affirm) that neither the company nor any partner, officer, director, or equivalent person, as the case may be, has any proprietary interest in any account classified solely as that of a customer. ![](_page_2_Figure_4.jpeg) #### **This filing\*\* ntains (check all applicable boxes):** - ~ (a) Statement of financial condition. - CX (b) Notes to consolidated statement offinancial condition. - □ (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. - □ (e) Statement of changes in stockholders' or partners' or sole proprietor's equity. - □ (f) Statement of changes in liabilities subordinated to claims of creditors. - □ (g) Notes to consolidated financial statements. - D {h) Computation of net capital under 17 CFR 240.1Sc3-1 or 17 CFR 240.18a-l, as applicable. - □ (i) Computation of tangible net worth under 17 CFR 240.18a-2. - □ U) Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.15c3-3. - □ (k) Computation for determination of security-based swap reserve requirements pursuant to Exhibit B to 17 CFR 240.1Sc3-3 or Exhibit A to 17 CFR 240.18a-4, as applicable. - □ (I) Computation for Determination of PAS Requirements under Exhibit A to§ 240.1Sc3-3. - □ (m) Information relating to possession or control requirements for customers under 17 CFR 240.15c3-3. - □ (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. - □ (o) Reconciliations, including appropriate explanations, of the FOCUS Report with computation of net capital or tangible net worth under 17 CFR 240.15c3-1, 17 CFR 240.18a-l, or 17 CFR 240.18a-2, as applicable, and the reserve requirements under 17 CFR 240.15c3-3 or 17 CFR 240.18a-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. - ~ (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. - □ (r) Compliance report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. · - □ (s) Exemption report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - [X (t) Independent public accountant's report based on an examination of the statement of financial condition. - □ (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. - □ (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. - □ (w) Independent public accountant's report based on a review of the exemption report under 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - □ (x) Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.15c3-le 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). □ (z) Other: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \_ - - \*\*To request confidential treatment of certain portions of this filing, see 17 CFR 240.17a-5(e){3} or 17 CFR 240.18a-7(d)(2), as applicable. {3}------------------------------------------------ ![](_page_3_Picture_0.jpeg) ~\ dcp.tus -Partp\_e rs,.. L\_L(: Ac.tot,{n~\_t:ts: i At:J··,./ iso.1·s 2.G{.;: \_'M/Hn<'.1r(n1( .. ~~.r<\_ Ave~~rLH::\ su;t·e .·-,;r·,2 Whit'i) Pl.,lHlS,. MY 1Q6i}l Phone·; 2-:r2,, 758N80SiJ· fa)f, 212:626.rfj ;):7 #### REPORT OF INDEPENDENT REGISTERE:b PUBLIC ACCbUNWl~fl~ffl!iC:eAhlom To the Sole Member of Manorhaven Capital LLC: **Opinion on the Flrtahcial Statemetit** We have audited the accompanying statementoffinancial condition ofManorhaven Capital LLGasof December 31 , 2021, . and the related notes ( collectively referred. to as the ''financial statement"). Jn our opinion, the financial statement presents fairly, in all material respects,the financial position of.Manorhaven Capital LLC as of December 31, 2021 in conformity with accounting principles generally accepted ih the United States of America. #### **Basis for Opinion** This financial statement is the responsibility ofManorhaven Capital LLC's management Our responsibility is to express an opinion on Manorhaven Capital LLC's financial. statement based dri out audit. We are a public accouritjng firm registered with the Public Company Accounting Oversight Board (United States) (PCA013) a~d are required to be independent with respect to ManorhavenCapital LLC in aceor'cedures included examining.,. onatestbasis, evidencereg,arding.the amounts and disclosures in the .. financial statements. Our audit also indudedevaluating. the aceounting prlnciples used. and significant estimates made by ·management, as· well as •• evaluating the overall presentation of the, financial sta~ements. We believe that our audlt provides a reasonable basis'for.our opinion. We have served as Company's auditor since 2021 . Ocean.NJ March 28, 2022 {4}------------------------------------------------ # MANORHAVEN CAPITAL LLC STATEMENT OF FINANCIAL CONDITION DECEMBER 31, 2021 #### ASSETS | Cash
Other assets | \$
344,885
99,734 | |-------------------------------------|-------------------------| | Fixed assets
2,073 | | | Accumulated depreciation
(2,073) | | | Net of fixed assets | 0 | | | | | TOTAL ASSETS | \$
444,619 | | | | | | | | | | | LIABILITIES AND MEMBER'S EQUITY | | | | | | | | | LIABILITIES
Accrued expenses and other liabilities | \$
109,590 | |-------------------------------------------------------|---------------| | MEMBER'S EQUITY | 335,029 | | TOTAL LIABILITIES AND MEMBER'S
EQUITY | \$
444,619 | | | | The accompanying notes are an integral part of this statement {5}------------------------------------------------ # MANORHAVEN CAPITAL LLC NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2021 # **1. ORGANIZATION AND NATURE OF BUSINESS** Manorhaven Capital LLC (the "Company") is a broker-dealer registered with the Securities and Exchange Commission and is a member of the Financial Industry Regulatory Authority (FINRA). The Company was formed as a Delaware Limited Liability Company on March 4, 1998 and became a broker-dealer on May 22, 1998. The Company is a wholly-owned subsidiary of Coincross LLC (the "Parent" and sole "Member''). This change in control was approved by FINRA, effective February 22, 2021. The member of an LLC has limited liability for debts, obligations, and liabilities of the business. The Company engages in investment banking services including mergers and acquisitions, financial advisory, and debt and equity private placements. The Company was engaged in broker-dealer business that operates on a fully disclosed basis through its clearing broker RBC Capital Markets LLC and the relationship terminated in 2019. # **2. SIGNIFICANT ACCOUNTING POLICIES** #### Basis of Presentation The accounting policies and reporting practices of the Company conform to the predominant practices in the broker-dealer industry and are in accordance with accounting principles generally accepted in the United States of America. #### Use of estimates The preparation of financial statements in conformity with U.S. GAAP 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. #### Revenue recognition Investment banking advisory fees income is recognized at the point that performance under the arrangement is completed (generally, the closing date of the transaction). Revenue recognition of retainers and other fees received from customers is generally deferred until an engagement is completed, ·or terminated. There was \$100,000 of contract liabilities. {6}------------------------------------------------ # MANORHAVEN CAPITAL LLC NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2021 (continued) # **2. SIGNIFICANT ACCOUNTING POLICIES (continued)** #### Leases In February 2016, the FASS issued ASU 2016-02 Leases - (Topic 842). ASU 2016-02 requires the recognition of leases asset and lease liabilities on the balance sheet related to the rights and obligations created by lease agreements, including those leases classified as operating leases under previous GAAP, along with the key information disclosures. ASU is effective for certain companies for fiscal year beginning after December 15, 2018. Early adoption is permitted. The Company has adopted ASU 2016- 02 as of January 1, 2019. # Statement of Cash Flows For purposes of the Statement of Cash Flows, the Company has defined cash equivalents as highly liquid investments, with original maturities of less than three months that are not held for sale in the ordinary course of business. #### Income taxes The Company is a single member limited liability company that will be treated as a disregarded entity for income taxes purposes. Its income is included in the Parent's tax return, as such, there is no income tax provision required on these financial statements. # **3. FAIR VALUE MEASUREMENT** The Company follows FASS ASC Section 820 for fair value measurements which defines fair value and establishes a fair value hierarchy organized into three levels based upon the input assumptions used in valuing assets and liabilities. Level 1 inputs have the highest reliability and are for identical assets and liabilities with unadjusted quoted prices in active markets. Level 2 inputs relate to assets -and liabilities with unadjusted quoted prices in active market which are observable either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability and are used to the extent that observable inputs do not exist. As of December 31, 2021, none of the assets and liabilities were required to be reported at fair value on a recurring basis. The carrying value of non-derivative financial instruments, including cash, accounts receivable, prepaid expenses and accounts payable, approximate their fair values due to the short term nature of these financial instruments. There were no changes in methods or assumptions during the year ended December 31, 2021 . {7}------------------------------------------------ # MANORHAVEN CAPITAL LLC NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2021 ( continued) # **4. COMMITMENTS** The Company has evaluated commitments and contingencies in the accordance with FASS ASC 440, Commitments, and FASS ASC 450, Contingencies. The Company occupied space in New York City under a lease which expired July 31, 2019. Thereafter the Company lease is on a month-to-month basis. Occupancy cost was \$92,506 in 2021. # **5. CONCENTRATION OF CREDIT RISK FOR CASH** The Company may, during the ordinary course of business, maintain account balances with banks in excess of federally insured limits. The Company has not experienced losses on these accounts, and management believes that the Company is not exposed to significant risks on such accounts. Uninsured cash was \$94,885 at December 31, 2021. # **6. NET CAPITAL REQUIREMENTS** The Company is subject to the Securities and Exchange Commission's Uniform Net Capital Rule 15c3-1, which requires the maintenance of minimum net capital and requires that the ratio of aggregate indebtedness to net capital, both as defined, shall not exceed 15 to 1. At December 31, 2021, the Company had net capital of \$235,295 which exceeded the minimum requirement of \$50,000 by \$185,295. The Company's ratio of aggregate indebtedness to net capital ratio was 0.47 to 1. # **7. RELATED PARTY TRANSACTIONS** The Company pays rent to a related party. The initial lease term ended on July 31, 2019, and thereafter, the rental agreement is on a month-to-month basis. Rent expense was \$92,506 for 2021. # **8. COMPLIANCE WITH RULE 15c3-3** The Company has no possession or control obligations under SEA Rule 15c3-3(b) or reserve deposit obligations under SEA Rule 15c3-3(e) because its business is limited to private placements of securities and investment advisory services. # **9.SUBSEQUENTEVENTS** The Company has performed an evaluation of events that have occurred subsequent to December 31, 2021, and through March 28, 2022, the date of the filing of this report. There have been no material subsequent events that occurred during such period that {8}------------------------------------------------ # MANORHAVEN CAPITAL LLC NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2021 ( continued) # **4. COMMITMENTS** The Company has evaluated commitments and contingencies in the accordance with FASS ASC 440, Commitments, and FASS ASC 450, Contingencies. The Company occupied space in New York City under a lease which expired July 31, 2019. Thereafter the Company lease is on a month-to-month basis. Occupancy cost was \$92,506 in 2021. # **5. CONCENTRATION OF CREDIT RISK FOR CASH** The Company may, during the ordinary course of business, maintain account balances with banks in excess of federally insured limits. The Company has not experienced losses on these accounts, and management believes that the Company is not exposed to significant risks on such accounts. Uninsured cash was \$94,885 at December 31, 2021. # **6. NET CAPITAL REQUIREMENTS** The Company is subject to the Securities and Exchange Commission's Uniform Net Capital Rule 15c3-1, which requires the maintenance of minimum net capital and requires that the ratio of aggregate indebtedness to net capital, both as defined, shall not exceed 15 to 1. At December 31, 2021, the Company had net capital of \$235,295 which exceeded the minimum requirement of \$50,000 by \$185,295. The Company's ratio of aggregate indebtedness to net capital ratio was 0.47 to 1. # **7. RELATED PARTY TRANSACTIONS** The Company pays rent to a related party. The initial lease term ended on July 31, 2019, and thereafter, the rental agreement is on a month-to-month basis. Rent expense was \$92,506 for 2021. # **8. COMPLIANCE WITH RULE 15c3-3** The Company has no possession or control obligations under SEA Rule 15c3-3(b) or reserve deposit obligations under SEA Rule 15c3-3( e) because its business is limited to private placements of securities and investment advisory services. # **9.SUBSEQUENTEVENTS** The Company has performed an evaluation of events that have occurred subsequent to December 31, 2021, and through March 28, 2022, the date of the filing of this report. There have been no material subsequent events that occurred during such period that {9}------------------------------------------------ # MANORHAVEN CAPITAL LLC NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2021 (continued) # **9. SUBSEQUENT EVENTS (continued)** would require disclosure in this report or would be required to be recognized in the financial statements as of December 31, 2021 . # **10. COVID-19** #### Uncertainties due to Coronavirus The outbreak of the novel coronavirus (COVID-19) in many countries continues to adversely impact global commercial activity and has contributed to significant volatility in financial markets. The World Health Organization has declared COVID-19 a "Public Health Emergency of International Concern." The global impact of the outbreak continues to evolve, and as cases of the virus have continued to identified, many countries have reacted by instituting quarantines and restrictions on travel. Such actions are creating disruption in global supply chains, and adversely impacting a number of industries. The outbreak could have a continued adverse impact on economic and market conditions and trigger a period of global economic slowdown. The rapid development and fluidity of this situation precludes any prediction as to the ultimate adverse impact of COVID-19. Nevertheless, COVID-19 could have material impact on the Company's financial statements. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.