# PREVAIL CAPITAL LLC X-17A-5 (2020-03-02) — Broker-dealer annual report - Company: PREVAIL CAPITAL LLC - Form: X-17A-5 - Filed: 2020-03-02 - Period: 2019-12-31 - Accession: 0001368928-20-000002 - CIK: 1368928 - File #: 8-67378 - Material weakness: No - Auditor: Michael Coglianese CPA, P.C. 3874 - Auditor location: Bloomingdale, IL - Contact: Alexander Mack - Phone: 917-923-1478 - Signed by: Lisa Hulme (President) Original filing: https://www.sec.gov/Archives/edgar/data/1368928/000136892820000002/prevailsofc19.pdf --- {0}------------------------------------------------ **UNITED TATES ECURITIE AND EXCHANGECOMMJSSION Wa hington,** *D.C.* **20549** | | 0MB APPROVAL | | | | |---------------------------|------------------|--|--|--| | 0MB Number: | 3235-0123 | | | | | Expires: | August 31 , 2020 | | | | | Estimated average burden | | | | | | hours per response 12.00 | | | | | SEC FILE NUMBER 8-67378 # **ANNUAL AUDITED REPORT FORM X-17 A-5 PART** Ill **FACING PAG E** **Information Required of Brokers and Dealers Pursuant to Section 17 of the Securities Exchange Act of 1934 and Rule 17a-S Thereunder** | | R PORT FOR THE PERIOD BEG INNING
____ :. O,_,_ l/-=- 0 .:: 1/_.,_, 19'---__ A D EN DING
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MM/DDNY | | |---------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------|--------------|---------------------------------------------|--| | | A. REGISTRANT IDENTIFICATION | | | | | Prevail
Capital
LLC
AM E OF BROKER-DEALER:
ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use P.O. Box No.) | | | OFFICIAL USE ONLY
FIRM 1.0. NO. | | | | | | | | | | Collier
Center
Wa
(No. and Street) | Suite
104 | | | | Na I | F | | | | | (City) | (Slate) | | (Zip Code) | | | | | | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose opinion is contained in this Report* | | | | | Michael
Cagliaoese
CPA | (Name - ,j i11divtdua/, state last, first, middle name) | | | | | 125
E
Lake
Street
#303 | Bloomingdale | IL | 60108 | | | (Addres ) | (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 | | | | *\*Claims fo r exemplionfrom !he requiremenl Iha! !he annual reporl be covered by the opinion of an independenl public accounlanl mus/ be supporled by a sla/emenl of facls and circums/ances relied on as !he basis for !he exemplion. 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 unless the form displays a currently valid 0MB control number. SEC 1410 (06-02) {1}------------------------------------------------ #### **OATH OR AFFIRMATION** I, Lisa Hulme swea r (or affirm) that, to the best of my knowledge and belief the accompanying financial statement and supporting schedul es pertaining to the firm of Prevail Capital LLC , as of DECEMBER 3 1 2019 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 so lely as that of a customer except as follow : This report \*\* contains (check all applicable boxes): - (a) Facing Page. - (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. - □ (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. - DU) A Reconciliation, including appropriate explanation of the Computation of Net Capital Under Rule 1Sc3-1 and the Computation for Determination of the Reserve Requirements Under Exhibit A of Rule 15c3-3. - □ (k) A Reconciliation between the audited and unaudited Statements of Financial Condition with respect to methods of consolidation. - (I) An Oath or Affirmation. - D(m) A copy of the SIPC Supplemental Report. - O(n) A report describing any material inadequacies found to exist or found to have existed since the date of the previous audit. SHARRON L KEYS-SMITH Notary Public - State or Flonda Comm1ss10nlGG091551 My Co m. up;res Apr 6, 2021 \*\* *For conditions of confidential treatment of certain portions of this filing, see ection 240. I 7a-5 (e)(3).* {2}------------------------------------------------ Prevail Capital LLC Statement of Financial Condition DECEMBER 31, 2019 {3}------------------------------------------------ # **Prevai I Capital LLC** #### **CONTENTS** | Report of Independent Registered Public Accounting Firm | | |---------------------------------------------------------|-----| | Statement of Financial Condition | 2 | | Notes to Financial Statements | 3-5 | {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) **Bloomingdale** I Chicago #### **Report of Independent Registered Public Accounting Firm** To the Members and Board of Directors of Prevail Capital, LLC #### **Opinion on the Financial Statement** We have audited the accompanying statement of financial condition of Prevail Capital, LLC as of December 31 , 2019, and the related notes (collectively referred to as the financial statement). In our opinion, the statement of financial condition presents fairly, in all material respects, the financial position of Prevail Capital, LLC as of December 31 , 2019 in conformity with accounting principles generally accepted in the United States of America. #### **Basis for Opinion** This financial statement is the responsibility of Prevail Capital, LLC's management. Our responsibility is to express an opinion on Prevail Capital, LLC's financial statement 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 Prevail 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 statement is 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 statement, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included 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. We have served as Prevail Capital, LLC's auditor since 2016. (t/1 *dwJ, Cuf'v.LAccounts payable and accrued expenses | \$ | 1,243 | | Total liabilities | | 1,243 | | Member's Equity | | 197,784 | | Total liabilities and member's equity | \$ | 199 027 | {6}------------------------------------------------ #### **PREVAIL CAPITAL, LLC NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2019** ## **NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION** Prevail Capital LLC (the "Company") is a broker-dealer registered with the Securities and Exchange Commission ("SEC") and is a member of the Financial Industry Regulatory Authority, Inc. ("FINRA"). The Company provides investment banking and private placement services for its clients, particularly clients with EB-5 projects. The Company is a limited liability company with two members; the primary member is Rapid USA EB-5 Capital LLC, a Florida limited liability company. The Company was organized under the laws of the State of Delaware on July 8, 2005. The Company has a perpetual existence and exists as a separate legal entity, unless dissolved in accordance with the provisions of the operating agreement and the laws of Delaware. To the fullest legal extent possible, the Members shall not have any liability for the losses, liabilities, or claims against the Company. ## **NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES** ## Investment Banking and Consulting: Fees are earned from advisory services including merger-and-acquisition advisory services, private placements of debt and equities, public offering planning services and financial restructuring advisory services. Investment banking fees are generated primarily from projectspecific retainer payments, administrative placement agent fees, and finder's fees which are paid in cash upon the successful completion of a transaction. #### Revenue Recognition: Revenue from contracts with customers comes from investment banking fees. Such fees are recognized at the point in time when the Company's performance under the terms of the contractual arrangement is completed, which is typically at the closing of the transaction. Reimbursed expenses related to these transactions are recorded as revenue and are included in investment banking fees. In certain instances, the Company will receive amounts in advance of the deal's closing. In these instances, revenue is recognized over time in which the performance obligations are simultaneously provided by the Company and consumed by the customer. At December 31,2019, there were no advances to the Company. The Company separately earns revenue from preparing reports for customers. This revenue is recognized at the time the customer accepts the report. #### Income Taxes: The Company does not record a provision for income taxes because the Members report their share of the Company's income or loss on their income tax returns. The financial statements reflect the Company's transactions without adjustment, if any, required for income tax purposes. With few exceptions, the Company is no longer subject to tax examinations by taxing authorities for years before 2016. ## Advertising: The Company's policy is to expense advertising costs as the costs are incurred. {7}------------------------------------------------ #### **PREVAIL CAPITAL, LLC NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2019** #### Use of Estimates: The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could differ from those estimates. ## **NOTE 3 - CASH AND CASH EQUIVALENTS** All cash deposits of the Company are held by one financial institution and therefore are subject to the credit risk of this financial institution. The Company has not experienced any losses in such accounts and does not believe there to be any significant credit risk with respect to these deposits. For purposes ofreporting the statement of cash flows, The Company considers all cash accounts which are not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments with a maturity of three months or less to be cash equivalents. Cash balances in excess of FDIC and similar insurance coverage are subject to the usual banking risks associated with funds in excess of those limits. At December 31 , 2019, the Company had no uninsured cash balances. # **NOTE 4 - CONCENTRATION OF BUSINESS** The Company earned 100% of its revenues from one client in 2019. # **NOTE 5 - COMMITMENTS AND CONTINGENCIES** Leases In March 2019, the Company entered into an operating lease for office space that expires in April 2020. The future minimum payments due under this lease are approximately \$4700. The office lease required a deposit with the landlord in the amount of \$1854. This amount is reflected in "Other assets" in the accompanying statement of financial condition. Rent expense, recorded on a straight-line basis was approximately \$14,000 in 2019. ## **NOTE 6 - NET CAPITAL REQUIREMENTS** The Company is subject to the Securities and Exchange Commission Uniform Net Capital Rule (SEC 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 ( and the rule of the "applicable" exchange also provides that equity capital may not be withdrawn if the resulting net capital ratio would exceed 10 to **1** ). At December 31, 2019, the Company had net capital of \$179,617, which was \$174,617 in excess of its required net capital of \$5,000. The Company's net capital ratio was 0.7 to 1. # **NOTE 7 - RECENTLY ADOPTED ACCOUNTING GUIDANCE** Effective January 1, 2018, the Company adopted ASU 2014-09, which provides guidance on the recognition of revenues from contracts and requires gross presentation on certain contact costs. This change was applied prospectively from January **1,** 2018 and there was no impact on our previously presented results. The adoption of the new revenue standard resulted in no change to {8}------------------------------------------------ #### **PREVAIL CAPITAL, LLC NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2019** beginning member's equity. The adoption of the new revenue standard did not have a material effect on 2019 revenue recognition. ## **NOTE 8 - SUBSEQUENT EVENTS** Management has evaluated subsequent events through February 28, 2020, the date on which the financial statements were available to be issued. There were no other subsequent events that require adjustment or disclosure in the financial statements. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.