# PROSPERO CAPITAL LLC X-17A-5 (2022-03-14) — Broker-dealer annual report - Company: PROSPERO CAPITAL LLC - Form: X-17A-5 - Filed: 2022-03-14 - Period: 2021-12-31 - Accession: 0001109557-22-000002 - CIK: 1109557 - File #: 8-52440 - Type: Broker-dealer - Material weakness: No - Auditor: Ohab and Company, PA - Auditor location: Maitland, FL - Contact: Daniel Donovan - Phone: 203-395-4148 - Email: pam@ohnbco.com - Website: ohnbco.com - Signed by: Daniel Donovan (COO) Original filing: https://www.sec.gov/Archives/edgar/data/1109557/000110955722000002/PublicOCR.pdf --- {0}------------------------------------------------ | | UNITED STATES
Washington, D.C. 20549
ANNUAL REPORTS
FORM X-17A-5
PART Ill | | | OMBAPPROV l'.L
0MB Number: 3235-C 123
Expires: Oct. 31, 2023
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hours per response: 12
SEC FILE NUMB R
8-52441 | | |--------------------------------------------------|---------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--| | | FACING PAGE | | | | | | | | | | | | | | | | | MM/ DD/YY | | | | | | | | | | | | | | | | | Easton
I | (No. and Street)
CT | | | 0661 2
(Zip Code | | | | | | | | | | | | | ddonovan@prosperoca oital.net | | | | | (Area Code - Telephone Number) | | (Email Address) | | | | | | | | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained n this filing* | | | | | | OHAB AND COMPANY, PA | (Name - if individual, state last, first, and mid clle name) | | | | | | | 100 E SYBELIAAVE, SUITE 130 MAITLAND
(City) | | FL
(State) | 327 61
(Zip Cocle) | | | JULY 28, 2004 | | 1839 | | | | | (Date of Registration with PCAOB)(if applicable) | FOR OFFICIAL USE ONLY | | | (PCAOB Registration Number, if c pplicable) | | | | PUBLIC
~ Broker-dealer
I
(City)
Daniel Donovan
I
I | MM/DD/YY
NAME oF FIRM: Prospero Capital LLC
TYPE OF REGISTRANT (check all applicable boxes):
D Security-based swap dealer
D Check here if respondent is also an OTC derivatives dealer
103 North Park Avenue
(State)
PERSON TO CONTACT WITH REGARD TO THIS FILING
203-395-4148 | SECURITIES AND EXCHANGE COMMI ~SION
A. REGISTRANT IDENTIFICATION
ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. bo> no.)
B. ACCOUNTANT IDENTIFICATII l>N | Information Required Pursuant to Rules 17a-5, 17a-12, and 18a-7 und, ~r the Securities Exchange Act o 1934
FILING FOR THE PERIOD BEGINNING January 1, 2021 AND ENDING December 31, 2021
D Major security-based swap particip, nt | | CFR 240.17a-5(e)(l)(ii), if applicable. **Persons who are to respond to the collection of information contained in this for tn are not required to respond unle! stheform displays a currently valid 0MB control number.** {1}------------------------------------------------ ### **OATH OR AFFIRMATION** | | swear (or affirm) th t, to the best of my knowled e and belief, the
I, Daniel Donovan | |---|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------| | | as of
financial report pertaining to the firm of Prospero Capital LLC | | | 2~
is true and correct. I furthers
er the company nor any
December31 | | | partner, officer, director, or equivalent person, as the case may be, has an
cou t classified solely | | | as that of a customer. | | | | | | Title: | | | NOTARY PUBLIC,-'-'----H\-----,----'----+-----+-----
ELLENA JOHNSOO::O | | | STATE OF CONNECTICU | | | MY COMM. EXP.01-31-20;;; • | | | | | | This filing** contains (check all applicable boxes):
ii (a) Statement of financial condition. | | | iii (b) Notes to consolidated statement offinancial condition. | | D | (c) Statement of income (loss) or, if there is other comprehensive income int e period(s) presented, a state ent of | | | comprehensive income (as defined in§ 210.1-02 of Regulation S-X). | | D | (d) Statement of cash flows. | | | D (e) Statement of changes in stockholders' or partners' or sole proprietor's eq ity. | | 0 | (f) Statement of changes in liabilities subordinated to claims of creditors. | | 0 | (g) Notes to consolidated financial statements. | | 0 | (h) Computation of net capital under 17 CFR 240.15c3-1 or 17 CFR 240.18a- , as applicable. | | | D (i) Computation of tangible net worth under 17 CFR 240.18a-2. | | D | U) Computation for determination of customer reserve requirements pursua t to Exhibit A to 17 CFR 240.15c -3. | | D | (k) Computation for determination of security-based swap reserve requireme ts pursuant to Exhibit B to 17 C R 240.15c3-3 or | | | Exhibit A to 17 CFR 240.18a-4, as applicable. | | D | (I) Computation for Determination of PAB Requirements under Exhibit A to§ 240.15c3-3. | | | □ (m) Information relating to possession or control requirements for customer under 17 CFR 240.15c3-3. | | 0 | (n) Information relating to possession or control requirements for security-b sed swap customers under 17 C R | | | 240.15c3-3(p)(2) or 17 CFR 240.18a-4, as applicable. | | 0 | (o) Reconciliations, including appropriate explanations, of the FOCUS Report
ith computation of net capital r tangible net
worth under 17 CFR 240.15c3-1, 17 CFR 240.18a-1, or 17 CFR 240.18a-2, as pplicable, and the reserve requi ements under 17
CFR 240.15c3-3 or 17 CFR 240.18a-4, as applicable, if material differences exi t, or a statement that no mater al differences | | | exist. | | 0 | (p) Summary of financial data for subsidiaries not consolidated in the stateme t offinancial condition.
iii (q) Oath or affirmation in accordance with 17 CFR 240.17a-5, 17 CFR 240.17a- | | 0 | 2, or 17 CFR 240.18a-7, as appli able.
(r) Compliance report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a 7, as applicable. | | | D (s) Exemption report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-
, as applicable. | | | iii (t) Independent public accountant's report based on an examination of the st tement of financial condition. | | 0 | (u) Independent public accountant's report based on an examination of the fi ancial report or financial state ents under 17 | | | CFR 240.17a-5, 17 CFR 240.18a-7, or 17 CFR 240.17a-12, as applicable. | | 0 | (v) Independent public accountant's report based on an examination of certai statements in the compliance
port under 17 | | | CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. | | 0 | (w) Independent public accountant's report based on a review of the exempti n report under 17 CFR 240.17a
or 17 | | | CFR 240.18a-7, as applicable. | | 0 | (x) Supplemental reports on applying agreed-upon procedures, in accordance
ith 17 CFR 240.15c3-1e or 17
R 240.17a-12,
as applicable. | | D | (y) Report describing any material inadequacies found to exist or found to hav existed since the date of the p evious audit, or | | | a statement that no material inadequacies exist, under 17 CFR 240.17a-12(k). | | 0 | ---------------
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(z) Other: | | | *"To request confidential treatment of certain portions of this filing, see 17 C R 240.17a-5(e)(3} or 17 CFR 24 .1Ba-7{d}(2}, as | *applicable.* {2}------------------------------------------------ ![](_page_2_Picture_0.jpeg) 100 E. Sybelia Ave. Suite 130 Maitland, FL 3275 I *Certified Public Accountants* Email: pam@ohnbco.com ## REPORT OF INDEPENDENT REGISTERED PUBLI ACCOUNTING FIRM To the Board of Directors and Member's of Prospero Capital, LLC ### **Opinion on the Financial Statement** We have audited the accompanying statement of financial condition of P ospero Capital, LLC as of D cember 31, 2021, and the related notes (collectively referred to as the ''financial tatement''). In our opinion, t e financial statement presents fairly, in all material respects, the financial position f Prospero Capital, LLC as o December 31, 2021 in conformity with accounting principles generally accepted int e United States of America. #### **Basis for Opinion** This financial statement is the responsibility of Prospero Capital, LLC s management. Our respon express an opinion on Prospero Capital, LLC's financial statement based on our audit. We a a public accounting firm registered with the Public Company Accounting Oversi ht Board (United States) (P **AOB)** and are required to be independent with respect to Prospero Capital, L in accordance with the .S. federal securities laws and the applicable rules and regulations of the Securit es and Exchange Commissi n and the **PCAOB.** We conducted our audit in accordance with the standards of the PCAO . Those standards require t at we plan and perform the audit to obtain reasonable· assurance about whether t e financial statement is free f material misstatement, whether due to error or fraud. Our audit included perfor ing procedures to assess t e risks of material misstatement of the financial statement, whether due to error r fraud, and performing proc dures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding th amounts and disclosures in the financial statements. Our audit also included evalu ting the accounting principle used and significant estimates made by management, as well as evaluating t e overall presentation of th financial statements. We believe that our audit provides a reasonable basis for our opinion. Ohab and Company, PA We have served as Prospero Capital, LLC's auditor since 2013. Maitland, Florida March 12, 2022 {3}------------------------------------------------ **Prospero Capital, LLC Balance Sheet December 31, 2021** ## **ASSETS:** Current Assets: Cash | | \$
14,999 | |-----------------------------------------------------------|--------------| | Total Current Assets | rr4,999 | | TOTAL ASSETS | \$ | | LIABILITIES AND MEMBERS' EQUITY:
Curre nt Liabilities: | \$
277 | | Total Liabilities | 277 | | Members' Equity: | | | Members' Equity | 4,722 | | Total Members' Equity | 4,722 | | TOTAL LIABILITIES AND MEMBERS' EQUITY | \$
4,999 | The accompanying notes are an integral part of the e financial statements 3 {4}------------------------------------------------ # **Prospero Capital, LLC NOTES TO FINANCIAL STATEM EN December 31, 2021** ## **1 Summary of Significant Accounting Policies** ## **(a)** Nature of Operations and Organizational Setup Prospero Capital, LLC ("the Company") is a broker-dealer, registered with t e Securities Exchange Commission ("SEC"), a member of the Financial Industry Regulatory Author ty ("FINRA"), and a member of the Securities Investor Protection Corporation ("SIPC"). The Companyw s organized in the State of Connecticut on January 11, 2000. Asist ical in theindustr the Com an en a esin activities with various nancial institutions and brokers. In the event these counter parties do not fulfill their obligations, t e Company may be exposed to risks. ## (b) BasisofAccounting The financial statements are prepared using the accrual basis of accounting onsistent with accounting principles generally accepted in the United States of America. ## (c) Use of Estimates The preparation of financial statements in accordance with accounting prin iples generally accepted in the United States of America requires management to make estimates and a umptions that affect the reported amounts of assets and liabilities and disclosure of contingent asset and liabilities at the date of the financial statements and revenues and expenses during the reporting eriod. Actual results could differ from those estimates. ### (d) Cash eguiyalents For purposes of reporting the statement of cash flows, the Company con side s all cash accounts, which are not subject to withdrawal restrictions or penalties, and all highly liquid ebt instruments purchased with a maturity of three months or less to be cash equivalents. Ca h balances in excess of FDIC and si milar insurance coverage are subject to the usual banking risks as ociated with funds in excess of those limits. At December 31, 2021, the Company had no uninsure cash balances. ## (e) Income Taxes The Company, with the consent of its member, has elected under the Intern a Revenue Code to be a Limited Liability Company for both federal and state income tax purposes. I lieu of corporation income taxes, the members ofa Limited Liability Company are taxed on thei proportionate share of the Company' s taxable income. Therefore, no provision or liability for federa or state income taxes has been included in the financial statements. The Company, with the consentofitsmember, has elected under the lnterna Revenue Code to bea Limited Liability Company for both federal and state income tax purposes. I lieu of corporation income taxes, the members of a Limited Liability Company are taxed on thei proportionate share of the Company's taxable income. Therefore, no provision or liability for federa or state income taxes has been included in the financial statements. {5}------------------------------------------------ # **Prospero capital NOTES TO FINANCIAL STATEMEN December 31, 2021** ## **Summary of Significant Accounting Policies (continued}** ## **(t)** SignificantJudgments Revenue from contracts with customers includes fees from investment ban i ng. The recognition and measurement of revenue is based on the assessment of individual contract erms. Significant judgement is required to determine whether performance obligations are tisfied at a apoint in time or over ti me; how to al locate transaction prices where multiple performac obligations are identified; when to reciognizerevenue based on the appropriate measure of the Comp ny's progress under the contract; whether revenue should be presented gross or net of certain cost ; and w hether constraints on variable consideration should be applied due to uncertain future events The Company provides advisory services on acquisitions. Revenue for advis ry arrangements is generally recognized at t he point in time that performance under the arran ement is completed (the closing date of the transaction) or the contract is cancelled. However, for c rtain contracts, revenue is recogni zed over t ime for advisory arrangements in which the perform ace o ligations are simultaneously provided by the Company and consumed by the customer. n some circumstances, significant judgment is needed to determine the timing and measure of pro ress appropriate for revenue recognition under a specific contract. Retainers and other fees rec ved from customers prior to recognizing revenue are reflected as contract liabilties. At December 31, 021, all amounts were immaterial. ### (g) Date of Management's Reviev-,, Management has evaluated subsequent events through; the date on which he financial statements wereavailableto be issued. ### (h) Fair valueofFinancial institutions All of the Company's financial assets and liabilities are carried at market val e or at amounts, which, because of their short-term nature, approximate current fair value. ### (i) Net Capital Requirements The Company is subject to the Securities and Exchange Commission's Uniform N t Capital Rule (Rule15c3- l ), which requires the maintenance of minimum net capital at amo t equal to the greater of \$5,000 or 6 2/3% of aggregate indebtedness, and requires that the ratio of ggregate indebtedness to net ca pita I not to exceed 15 to 1. At December 31, 2021, the Company had excess net capital of \$9,722 and a net capital ratio of 1.88%. ### U) Commitments and contingencies The Company does not have any commitments or contingencies. {6}------------------------------------------------ ## **Prospero Capital NOTES TO FINANCIAL STATEM EN December 31, 2021** ### **2 Subsequent Events** TheCompanyhasevaluated subsequent eventsthrough March 12, 2022, the atewhich thefinancial statements wereavai lableto be issued, and has determined that the Company ad no events occurring subsequent to December 31, 2021 requiting dis.dos.ure. #### **3. Company** Condition The Company had a net loss for the year ended December 31, 2021. The Com pa y's stockholder has agreed to provide additional capital to the Company as necessary for it to contin e to operate and maintain compliance with minimum net capital requirements. Management exp cts the Company to continue as a going concern and as such these financial statements have been p pared on a going concern basis. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.