# EUROCONSULT CAPITAL, LLC X-17A-5 (2022-03-30) — Broker-dealer annual report - Company: EUROCONSULT CAPITAL, LLC - Form: X-17A-5 - Filed: 2022-03-30 - Period: 2021-12-31 - Accession: 0001390422-22-000001 - CIK: 1390422 - File #: 8-67554 - Type: Broker-dealer - Material weakness: No - Auditor: McBee & Co., P.C. - Auditor location: Dallas, TX - Contact: Evan Yellin - Phone: 212-972-4300 - Email: evan.yellin@ec-ma.com - Website: ec-ma.com - Signed by: Evan Yellin (Designated Principal) Original filing: https://www.sec.gov/Archives/edgar/data/1390422/000139042222000001/euroconsult.pdf --- {0}------------------------------------------------ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0123 Expires: Oct. 31, 2023 Estimated average burden hours per response: 12 SEC FILE NUMBER 8-67554 # ANNUAL REPORTS FORM X-17A-5 PART III FACING PAGE Information Required Pursuant to Rules 17a-5, 17a-12, and 18a-7 under the Securities Exchange Act of 1934 AND ENDING 12/31/2021 filing for the period beginning 01/01/2021 MM/DD/YY MM/DD/YY A. REGISTRANT IDENTIFICATION # NAME OF FIRM: EuroConsult Capital LLC TYPE OF REGISTRANT (check all applicable boxes): @ Broker-dealer - D Security-based swap dealer - D Major security-based swap participant □ Check here if respondent is also an OTC derivatives dealer ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) ## 767 Third Avenue, 19th Floor | | (No. and Street) | | | | |--------------------------------------------------|----------------------------------------------------------------------------|--------------------------------------------|------------|--| | New York | New York | | 10017 | | | (City) | (State) | | (Zip Code) | | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | | Evan Yellin | 212-972-4300 | evan.yellin@ec-ma.com | | | | (Name) | (Area Code - Telephone Number) | (Email Address) | | | | | B. ACCOUNTANT IDENTIFICATION | | | | | McBee & Co., P.C. | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing * | | | | | | (Name - if individual, state last, first, and middle name) | | | | | 718 Paulus Avenue | Dallas | Texas | 75214 | | | (Address) | (City) | (State) | (Zip Code) | | | 9/22/2009 | | 3631 | | | | (Date of Registration with PCAOB)(if applicable) | | (PCAOB Registration Number, if applicable) | | | FOR OFFICIAL USE ONLY \* Claims for exemption from the requirement that the annual 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-5(e)(1)(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 OMB control number. {1}------------------------------------------------ #### OATH OR AFFIRMATION | Evan Yellin | | swear (or affirm) that, to the best of my knowledge and belief, the | | |------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------|----------| | | financial report pertaining to the firm of FuroConsult Capital III C | | as as of | | December 31 | 2UZ I 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. | FERNANDO O. KOATZ
NOTARY PUBLIC-STATE OF NEW YORK
No. 02KO4956693
Qualified in Queens County
My Commission Expires is . C. 2 | Signature:
Title Designated Principal | | Notary Public #### This filing\*\* contains (check all applicable boxes): - 2 (a) Statement of financial condition. - [ (b) Notes to consolidated statement of financial 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). - 2 (d) Statement of cash flows. - O (e) Statement of changes in stockholders' or partners' or sole proprietor's equity. - [ (f) Statement of changes in liabilities subordinated to claims of creditors. - 1 (g) Notes to consolidated financial statements. - [h) Computation of net capital under 17 CFR 240.15c3-1 or 17 CFR 240.18a-1, as applicable. - [i) Computation of tangible net worth under 17 CFR 240.18a-2. - [] Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.15c3-3. - O (k) Computation for determination of security-based swap reserve requirements pursuant to Exhibit B to 17 CFR 240.15c3-3 or Exhibit A to 17 CFR 240.18a-4, as applicable. - (I) Computation for Determination of PAB Requirements under Exhibit A to § 240.15c3-3. - (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. - 2 (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-1, 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 240.18a-7, as applicable. - [1] Compliance report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - 2 (s) Exemption report in accordance with 17 CFR 240.18a-7, as applicable. - [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 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 240.17a-12, as applicable. - D {}} Report describing any material inadequacles 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 240.180-7(d)(2), as applicable. {2}------------------------------------------------ ## TABLE OF CONTENTS December 31, 2021 | | PAGE | |---------------------------------------------------------------------------------------------------------|-------| | REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM ON THE FINANCIAL STATEMENTS | 1 | | FINANCIAL STATEMENTS | | | Statement of Financial Condition | 2 | | Statement of Operations | 3 | | Statement of Changes in Member's Equity | ব | | Statement of Cash Flows | 5 | | Notes to Financial Statements | 6-9 | | SUPPLEMENTAL INFORMATION | | | Schedule I - Computation of Net Capital Under Rule 15c3-1 of the
Securities and Exchange Commission | 10-11 | | Schedule II - Statement Regarding Reserve Requirements and
Possession or Control Requirements | 12 | | ADDITIONAL REPORTS AND RELATED INFORMATION | | | Report of Independent Registered Public Accounting Firm on the
Exemption from SEC Rule 15c3-3 Report | 13 | | EuroConsult Capital LLC's Exemption Report | 14 | {3}------------------------------------------------ ![](_page_3_Picture_0.jpeg) A Professional Corporation Certified Public Accountants #### REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM #### To the Managing Director and Member of EuroConsult Capital LLC #### Opinion on the Financial Statements We have audited the accompanying statement of financial condition of EuroConsult Capital LLC as of December 31, 2021, the related statements of operations, changes in member's equity, and cash flows for the year then ended notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of EuroConsult Capital LLC as of December 31, 2021, and the results of 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 EuroConsult Capital LLC's management. Our responsibility is to express an opinion on EuroConsult 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 EuroConsult Capital LLC in accordance with the U.S. federal securities laws and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the 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 of the financial statements, 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. #### Auditor's Report on Supplemental Information The supplemental information contained in Schedule I, Computation of Net Capital Under Rule 15c3-1 of the Securities and Exchange Commission ("Schedule II, Statement Regarding Reserve Requirements and Possession or Control Requirements ("Schedule II") has been subjected to audit procedures performed in conjunction with the audit of EuroConsult Capital LLC's financial statements. The responsibility of EuroConsult Capital LLC's management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying 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. §240.17a-5. In our opinion, the supplemental information contained in Schedule II is fairly stated, in all material respects, in relation to the financial statements as a whole. McBee & Co., PC We have served as EuroConsult Capital LLC's auditor since 2014. Dallas, Texas March 30, 2022 Dallas Office www.mcbeeco.com {4}------------------------------------------------ ## STATEMENT OF FINANCIAL CONDITION ## As of December 31, 2021 ## ASSETS | Cash and Cash Equivalents | | ક | 41,813 | |----------------------------------------|--------------|-------|--------| | Prepaid Expenses | | | 11,197 | | | TOTAL ASSETS | ક્ષ્ | 53,010 | | LIABILITIES AND MEMBER'S EQUITY | | | | | Liabilities: | | | | | Accounts Payable | | સ્ક્ર | 4,793 | | TOTAL LIABILITIES | | | 4,793 | | MEMBER'S EQUITY | | | 48,217 | | TOTAL IARILITIES AND MEMBER'S FOUITY | | S | 53.010 | {5}------------------------------------------------ ## STATEMENT OF OPERATIONS For the Year Ended December 31, 2021 ### REVENUE | Fee Income | | |-----------------------------------------|-------------------| | TOTAL REVENUE | O | | EXPENSES | | | Administrative Management Fees (Note 2) | 66,588 | | Professional Fees | 40,980 | | Technology and Communications | 43,258 | | General and Administrative | 17,189 | | TOTAL EXPENSES | 168,015 | | NET LOSS | સ્ત્ર
(168,015 | {6}------------------------------------------------ ## STATEMENT OF CHANGES IN MEMBER'S EQUITY | For the Year Ended December 31, 2021 | | | |--------------------------------------|-------|----------| | MEMBER'S EQUITY, BEGINNING OF YEAR | ક | 24,644 | | Member's Contributions | | 191,588 | | Net Loss | | (168,015 | | MEMBER'S EQUITY, END OF YEAR | સ્ત્ર | 48.217 | {7}------------------------------------------------ ## STATEMENT OF CASH FLOWS # For the Year Ended December 31, 2021 ## Cash Flows from Operating Activities | Net Loss | સ્ત્ર | (168,015) | |----------------------------------------------------------------------------------------------------------------------------------|-------|----------------------------| | Adjustments to Reconcile Net Loss to Net Cash
Provided by (Used by) Operating Activities: | | | | Non-cash Contributions of Administrative Management Fees | | 66,588 | | Change in operating assets and liabilities:
Increase in prepaid expenses
Increase in accounts payable
Total adjustments | | (7,233)
3,274
62,629 | | Net Cash Used by Operating Activities | | (105,386) | | Cash Flows from Financing Activities | | | | Member's contribution | | 125,000 | | Net Cash Provided by Financing Activities | | 125,000 | | Net Increase in Cash and Cash Equivalents | | 19,614 | | Beginning of Period | | 22,199 | | End of Period | ક | 41,813 | | Supplemental Cash Flow Information | | | | Non-cash Activity:
Intercompany Payables Converted
to Member Contributions | સ્ત્ર | 66.588 | {8}------------------------------------------------ ## NOTES TO FINANCIAL STATEMENTS December 31, 2021 ## 1. Nature of business and summary of significant accounting policies ## Nature of Business EuroConsult Capital LLC (the "Company") is a New York limited liability company, which was formed in November 2006. The Company, which is a wholly-owned subsidiary of EC Mergers & Acquisitions, a EuroConsult Company (the "Parent"), is a broker-dealer registered with the SEC and FINRA and a member of Securities Investor Protection Corporation, Inc. The Company's principal activity is to advise and consult with institutional investors and commercial entities concerning mergers and acquisitions. The Company is considered a Non-Covered Firm exempt from 17 C.F.R. § 240.15c-3- relying on Footnote 74 of the SEC Release No. 34-71073 adopting amendments to 17 C.F.R. § 240.17a-5. The Company limits its business activities exclusively to mergers and acquisitions and private placement of securities. ## Basis of Presentation The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP"). The Company has evaluated events that have occurred subsequent to December 31, 2021, and through March 30, 2022, the date the report was available to be issued. There have been no material subsequent events that occurred during such period that would require disclosure in this report or would be required to be recognized in the financial statements as of December 31, 2021. #### Use of Estimates The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of the 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 The Company enters into agreements with customers to provide the services defined in each contract. Generally, the Company receives placement and success fees as compensation for services rendered. Some other services include {9}------------------------------------------------ ## NOTES TO FINANCIAL STATEMENTS (Continued) December 31, 2021 ## NOTE 1 - Nature of business and summary of significant accounting policies (Continued) {10}------------------------------------------------ ## NOTES TO FINANCIAL STATEMENTS (Continued) December 31, 2021 ## NOTE 1 - Nature of business and summary of significant accounting policies (Continued) #### 2. Related party transactions #### 3. Net capital requirement {11}------------------------------------------------ ## NOTES TO FINANCIAL STATEMENTS (Continued) December 31, 2021 ## 4. SIPC Supplemental Reporting ## 5. Concentration of risks #### 6. Contingencies {12}------------------------------------------------ ## SCHEDULE I ## COMPUTATION OF NET CAPITAL UNDER RULE 15c3-1 OF THE SECURITIES AND EXCHANGE COMMISSION ## As of December 31, 2021 ## COMPUTATION OF NET CAPITAL | Total Member's Equity Qualified for Net Capital | ક | 48,217 | |-------------------------------------------------------------------------------------|-------|--------| | Add: | | | | Other deductions or allowable credits | | 0 | | Total capital and allowable subordinated liabilities | | 48,217 | | Deductions and/or charges: | | | | Non-allowable assets | | 11,197 | | Other assets | | 0 | | Net capital before haircuts on securities positions | | 37,020 | | Haircuts on securities (computed, where applicable,
pursuant to Rule 15c3-1 (f)) | | 0 | | Net Capital | સ્ત્ર | 37,020 | | AGGREGATE INDEBTEDNESS | | | | Items included in statement of financial condition: | | | | Accounts payable | સ્ક્ર | 4,793 | | Total Aggregate Indebtedness | ક | 4,793 | {13}------------------------------------------------ ## SCHEDULE I, CONTINUED ## COMPUTATION OF NET CAPITAL UNDER RULE 15c3-1 OF THE SECURITIES AND EXCHANGE COMMISSION ## As of December 31, 2021 ## COMPUTATION OF BASIC NET CAPITAL REQUIREMENT | Minimum Net Capital Required (6 2/3% of Total Aggregate
Indebtedness) | | 320 | |-------------------------------------------------------------------------------------------------------------------------------------------------------|-----|----------| | Minimum Dollar Net Capital Requirement of Reporting
Broker or Dealer | S | 5,000 | | Net Capital Requirement (greater of above two
minimum requirement amounts) | S | 5,000 | | Excess Net Capital | સ્ત | 32,020 | | Net Capital less greater of 10% of Total Aggregate Indebtedness
or 120% of Minimum Dollar Net Capital Requirement of Reporting
Broker or Dealer | ક | 31,020 | | Ratio: Aggregate Indebtedness to Net Capital | | .13 to ' | ## RECONCILIATION WITH COMPANY'S COMPUTATION The above computation does not differ from the computation of net capital under Rule 15c3-1 as of December 31, 2021 and the corresponding unaudited filing of Part IIA of the FOCUS Report/Form X-17A-5 filed by EuroConsult Capital LLC. Accordingly, no reconciliation is necessary. {14}------------------------------------------------ ## SCHEDULE II ## STATEMENT REGARDING RESERVE REQUIREMENTS AND POSSESSION OR CONTROL REQUIREMENTS For the Year Ended December 31, 2021 ## EXEMPTIVE PROVISIONS The Company is considered a Non-Covered Firm exempt from 17 C.F.R. § 240.15c3-3 relying on Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R § 240.17a-5. The Company limits its business activities exclusively to mergers and acquisitions and private placement of securities. The Company does not hold funds or securities. As a Non-Covered Firm, the Computation for Determination of Customer Requirements and Information Relating to Possession or Control Requirements for Customers are not required. {15}------------------------------------------------ ![](_page_15_Picture_0.jpeg) A Professional Corporation Certified Public Accountants #### REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM #### To the Managers and Member of EuroConsult Capital LLC We have reviewed management's statements, included in the accompanying Rule 15c3-3 Exemption Report pursuant to SEC Rule 17a-5, in which (1) EuroConsult Capital LLC ("the Company") did not claim an exemption under paragraph (k) of 17 C.F.R. § 240.15c3-3, and (2) the Company is filing the Exemption Report relying on Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5 because the Company limits its business activities exclusively to (1) mergers and acquisitions and (2) private placement of securities. In addition, the Company did not directly receive, hold, or otherwise owe funds or securities for or to customers, other consideration received and promptly transmitted in compliance with paragraph (a) or (b)(2) of Rule 15c2-4 and/or funds received and promptly transmitted for effecting transactions via subscription way basis where the funds are payable to the issuer or its agent and not to the Company; did not carry accounts of or for customers; and did not carry PAB accounts (as defined in Rule 15c3-3) throughout the most recent fiscal year, December 31, 2021, without exception. EuroConsult Capital LLC's management is responsible for compliance with the exemption 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 EuroConsult 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, 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 upon the Company's business activities contemplated by Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. §240.17a-5, and related SEC Staff Frequently Asked Questions. McBee & Co., PC Dallas, Texas March 30, 2022 {16}------------------------------------------------ ## EuroConsult Capital, LLC Exemption Report EuroConsult Capital, LLC is a registered broker-dealer subject to Rule 17a-5 promulgated by the Securities and Exchange Commission (17 C.F.R. §240.17a- - 5(d)(1) and (4). To the best of its knowledge and belief, the Company states the following: (1) The Company does not claim an exemption under paragraph (k) of 17 C.F.R. § 240. 15c3-3, and (2) The Company is filing this Exemption Report relying on Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5 because the Company limits its business activities exclusively to: (1) mergers and acquisitions; and (2) private placement of securities, and the Company (1) did not directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers, (other than money or other consideration received and promptly transmitted in compliance with paragraph (a) or (b)(2) of Rule 15c2-4 and/or funds received and promptly transmitted for effecting transactions via subscriptions on a subscription way basis where the funds are payable to the issuer or its agent and not to the Company); (2) did not carry accounts of or for customers; and (3) did not carry PAB accounts (as defined in Rule 15c3-3) throughout the most recent fiscal year without exception. EuroConsult Capital, LLC I, Evan S. Yellin, affirm that, to my best knowledge and belief, this Exemption Report is true and correct. Signature Principal Title February 7, 2022 Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.