# PREVAIL CAPITAL LLC X-17A-5 (2022-03-30) — Broker-dealer annual report - Company: PREVAIL CAPITAL LLC - Form: X-17A-5 - Filed: 2022-03-30 - Period: 2021-12-31 - Accession: 0001368928-22-000001 - CIK: 1368928 - File #: 8-67378 - Type: Broker-dealer - Material weakness: No - Auditor: Michael Coglianese CPA, P.C. - Auditor location: Bloomingdale, IL - Contact: Alexander Mack - Phone: 9179231478 - Email: amack@prevailcapital.com - Website: prevailcapital.com - Signed by: Lisa Hulme (CEO) Original filing: https://www.sec.gov/Archives/edgar/data/1368928/000136892822000001/presofc2021.pdf --- {0}------------------------------------------------ | UNITED STATES | |----------------------------------| | SEaJRmES AND EXCHANGE COMMISSK>N | | Washington, D.C. 20549 | | nuA APPRnv•• | |-------------------------| | 0MB Number. 32:15-0lU | | Expires: Oct. 31, 2023 | | Estimated --·,~ bul'den | | hours per response: 12 | | | ANNUAL REPORTS # FORM X-17A-5 PART Ill | SEC RlE NUMBER | | |----------------|--| | 8-67378 | | | | | 1 #### **FAONGPAGE** **Information R~ui~ Pu~ant w** Rul~ **!71!-~,** pa-12, an~ 1~7 ~"~~f~~ ~~~ **~c;\_~111~** ~ *q~* !~~ | FILING FOR THE PERIOD BEGINNING ___ 1I_1!20_2_ | ___
1 | AND ENDING ___ 1 | 2l3_l_l2_02_1 __
_ | | | | |-----------------------------------------------------------------------------------|------------------------------------------------------------|------------------|--------------------------------------------|--|--|--| | | MM/DD/YY | | MM/DD/YY | | | | | A. REGISTRANT IDENTIFICATION | | | | | | | | NAME OF FIRM:
Prevail Capital LLC | | | | | | | | TYPE OF REGISTRANT (check all applicable boxes): | | | | | | | | lxl Broker-dealer
D Check here if respondent is also an OTC derivatives dealer | D Security-based swap dealer | | 0 Major security-based swap participant | | | | | ADDRESS OF PRINOPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) | | | | | | | | 89 Silver Oaks Circle #5103 | | | | | | | | | (No. and Street) | | | | | | | Naples | | FL | 34119 | | | | | (City) | (State) | | (Zip Code) | | | | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | | | | Alex Mack | 917-923-1478 | | amack@prevailcapital.com | | | | | (Name) | (Area Code - Telephone Number) | | (Email Address) | | | | | | B. ACCOUNTANT IDENTIFICATION | | | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports an~ contained in this filing* | | | | | | | | Michael Coglianese CPA, P.C. | | | | | | | | | (Name - if Individual, state last, first, and middle name) | | | | | | | 125 E Lake Street #303 | Bloomingdale | IL | 60108 | | | | | (Address) | (City) | | (State)
(Zip Code) | | | | | 10/20/2009 | | | 3874 | | | | | (Date of Re "stration with PCAOB if a | licable | | PCAOB R istration Number, if a
licable) | | | | | | FOR OFFIOAL USE ONLY | | | | | | • Oaims 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)(ll(ii), if applicable. Persons who are to respond to the collectlon of lnfamurtlon contained In this form are not requlntd to respond unless the form displays• a,mintfy valid 0MB control number. {1}------------------------------------------------ #### **OATH OR AfflRMATJON** | Lisa Hulme
I,:-::-:-;----------------' | | swear (or affirm) that, to the best of my knowledge and belief, the | |----------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------|---------------------------------------------------------------------| | financial rePort pertaining to the firm of | Prevail Capital LLC | as of | | .December 31 ______
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urt er swear (or affirm) that neither the company nor anv | | partner, officer, director, or equivalent person, as th~ case may be, has any proprietary interest In any ac:c:ount c:lassified solely | | | | as that of a customer. | | · | Title: , I M>ta Pu IC~v...I:.r \_J" *C.,f}t:?.\_<.\_\_* #### This filing•• contains (ch~k all applicable **boxes):** - IKl (a) Statement of financial condition. - IX! (b) Notes to consolidated statement of financial condition. - D (c) Statement of income (loss) or, if there is other comprehensive income in the p~riod(s) pre~nted, a statement C?f comprehensive income (as defined in§ 210.1~2 of Regulation S-X). - D (d) Statement of cash flows. - D (e) Statement of changes in stodcholders' or partners' or sole proprietor's equity. - D (t) Statement of changes in liabilities subordinated to daims of creditors. - D (g) Notes to consolidated financial statements. - D (h) Computation of net capital under 17 CFR 240.15c3-1 or 17 CFR 240.lBa-l, as applicable. - D (i) Computation of tangible net worth under 17 CFR 240.18a-2. - D U) Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.1.Sc3-3. - D (k) Computation for determination of security-based swap reserve r'equirenienU pursuant to Exhibit B to 17 CFR 240.15c3-3 or Exhibit *A* to 17 CFR 240.lSa-4. as applicable. . - - - D (I) Computation for Determination of PAB Requirements under Exhibit A to§ 240.15c3-3, - D (m) Information relating to possession or control requirements for customers under 17 CFR 2-4Q,15c3-3. - D (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, - 0 (o) Reconciliations, including appropriate explanations, of the FOCUS Report with computation of net capital or tangible ne~ worth under 17 CFR 240.15c3-1, 17 CFR 240.18a-1, or 17 CFR 240.lSa-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. - D (p) Summary of financial data for subsidiaries not consolidated in the statement of financial condition. - xJ (q) Oath or affirmation in accordance with 17 CFR 240.17a-5, 17 CFR 240.17a-U, or 17 CFR 240.18a-7, as applicable. - D (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-7, as applicable. - D (t) Independent public accountant's report based on an examination of the statement of financial condition. - Kl (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-U. as applicable. - D (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.lSa-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,lSa-7, as applicable. - □ (xJ supplemental reports on applying agreed-upon pro<:edures, In actordance with 17 CFR 240.15c3-le or 17 CFR 240.17a-12, as applicable. - □ (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). D (z)Other: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \_ - - *ur***0** request confidential treatment of certain *portions of* this fifing, see 17 CFR 240.17a-5(e)(3) or 17 CFR 240.1Ba-7(d){2), as applicable. CEO {2}------------------------------------------------ Prevail Capital LLC Statement of Financial Condition DECEMBER 31, 2021 {3}------------------------------------------------ # **Prevail Capital LLC** ## **CONTENTS** | Report of Independent Registered Public Accounting Firm | 1 | |---------------------------------------------------------|-----| | 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 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 , 2021 , 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 , 2021 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. (h, *J,,,.\_e ['plw,,,t\_, UA'* P. C' Bloomingdale, IL March 18, 2022 {5}------------------------------------------------ # **Prevail Capital LLC** #### **STATEMENT OF FINANCIAL CONDITION** | | December 31, 2021 | |---------------------------------------------------------------------------|------------------------------| | ASSETS | | | Cash
Fees Receivable
Prepaid expenses and other assets | \$
66,458
\$
10,430 | | Total assets | \$
76 888 | | LIABILITIES AND MEMBER'S EQUITY | | | Liabilities
Accounts payable and accrued expenses
Total liabilities | \$
3,197
3,197 | | Member's Equity | 73,691 | | Total liabilities and member's equity | \$
76 888 | {6}------------------------------------------------ #### **PREVAIL CAPITAL, LLC NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2021** ### **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. #### Advisory fees The Company provides advisory services. Revenue for advisory arrangements is generally recognized at the point in time that performance under the arrangement is completed ( the closing date of the transaction) or the contract is cancelled. However, for certain contracts, revenue is recognized over time for advisory arrangements in which the performance obligations are simultaneously provided by the Company and consumed by the customer. In some circumstances, significant judgement is needed to determine the timing and measure of progress appropriate for revenue recognition under a specific contract. ## Contract liabilities Retainers and other fees received from customers prior to recognizing revenue are reflected as contract liabilities. At December 31 , 2021 , all amounts are immaterial. #### 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 2018. ## 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. {7}------------------------------------------------ #### **PREVAIL CAPITAL, LLC NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2021** ## Significant Judgements Revenue from contracts with customers includes fees from investment banking. The recognition and measurement of revenue is based on the assessment of individual contract terms. Significant judgement is required to determine whether performance obligations are satisfied at a point in time or over time; how to allocate transaction process where multiple performance obligations are identified; when to recognize revenue based on the appropriate measure of the Company's progress under the contract; whether revenue should be presented gross or net of certain costs; and whether constraints on variable consideration should be applied due to uncertain future events. # **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 of reporting 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 , 2021 , the Company had no uninsured cash balances. # **NOTE 4 - CONCENTRATION OF BUSINESS** The Company earned 100% of its revenues from one client in 2021. # **NOTE 5 - COMMITMENTS AND CONTINGENCIES** #### Leases In February 2016, the FASB issued ASU 2016-02 Leases - (Topic 842). ASU 2016-02 requires the recognition of lease assets and lease liabilities on the balance sheet related to the rights and obligations created by lease agreements, including for those leases classified as operating leases under previous GAAP, along with disclosure of key information about leasing arrangements. The Company has elected not to apply the recognition requirements of Topic 842 relating to its shortterm office lease and instead has elected to recognize the lease payments as lease costs on a straight- line basis over the lease term. The Company transitioned to home offices in 2021 , which have no rental cost attributable to the Company. Rent expense, recorded on a straight-line basis was approximately \$5,169 in 2021. {8}------------------------------------------------ #### **PREVAIL CAPITAL, LLC NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2021** # **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 , 2021 , the Company had net capital of \$63,261 , which was \$58,261 in excess of its required net capital of \$5,000. The Company's net capital ratio was 0.5 to 1. # **NOTE** 7 - **SUBSEQUENT EVENTS** Management has evaluated subsequent events through the date of the audit report, which is the date the financial statements were available to be issued. There were no 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.