# EUROCONSULT CAPITAL, LLC X-17A-5 (2025-03-31) — Broker-dealer annual report - Company: EUROCONSULT CAPITAL, LLC - Form: X-17A-5 - Filed: 2025-03-31 - Period: 2024-12-31 - Accession: 0001390422-25-000002 - 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 (Managing Director) Original filing: https://www.sec.gov/Archives/edgar/data/1390422/000139042225000002/euroconsult.pdf --- {0}------------------------------------------------ **UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549** | 0MB APPROVAL | |---------------------------| | 0MB Number: 3235-0123 | | Expires: Nov. 30, 2026 | | Estimated average burden | | hours per response:
12 | ## **ANNUAL REPORTS FORM X-17A-5 PART Ill** | SEC FILE NUMBER | | |-----------------|--| | 8-67554 | | **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 01/01/2024 | | AND ENDING 12/31/2024 | |--------------------------------------------|----------|-----------------------| | | MM/00/YY | MM/DD/VY | **A. REGISTRANT IDENTIFICATION** # NAME oF FIRM: EuroConsult Capital, LLC TYPE OF REGISTRANT (check all applicable boxes): l:!l Broker-dealer D Security-based swap dealer □ Major security-based swap participant 0 Check here if respondent is also an OTC derivatives dealer ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) ## 885 Third Avenue, 34th Floor | | (No. and Street) | | | | |---------------------------------------------------------------------------|------------------------------------------------------------|--------------------------------------------|-----------------------|--| | New York | NY | | 10022 | | | (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 | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing* | | | | | | McBee & Co., P.C. | | | | | | | (Name - if individual, state last, first, and middle name) | | | | | 718 Paulus Avenue | Dallas | Texas | 75214 | | | (Address) | (City) | (State) | (Zip Code) | | | 09/22/2009 | | 3631 | | | | l"
of Reg;~,a,;o, w;th PCAOB)l;f applicable) | | {PCAOB ,,,,.,rai;o, N,mb", If appHcablo) I | | | | | | | | | #### **FOR OFFICIAL USE ONLY** \* 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. {1}------------------------------------------------ #### **OATH OR AFFIRMATION** | I, Evan Yellin | swear (or affirm) that, to the best of my knowledge and belief, the | |---------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------| | financial report pertaining to the firm of EuroConsult Capital, LLC | as of | | 12/31 | 2~
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.
fE1'NA:·mo 0 . KOATZ | | | r~OTA"Y !'Ul',LIC-STATE Of NEW YOR~ | | | | | | | | | | Managing Director | | | | | | | #### **This filing\*\* contains (check all applicable boxes):** - Iii (a) Statement of financial condition. - D (b) Notes to consolidated statement of financial condition. - **ii** (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).** - **ii** (d) Statement of cash flows. - **ii** (e) Statement of changes in stockholders' or partners' or sole proprietor's equity. - D (f) Statement of changes in liabilities subordinated to claims of creditors. - ii (g) Notes to consolidated financial statements. - **ii** (h) Computation of net capital under 17 CFR 240.15c3-1 or 17 CFR 240.18a-l, as applicable. - D (i) Computation of tangible net worth under 17 CFR 240.18a-2. - Ix! (j) Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.15c3-3. - D (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. - ii (m) Information relating to possession or control requirements for customers under 17 CFR 240.15c3-3. - 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. - **ii** (o) Reconciliations, including appropriate explanations, of the FOCUS Report with computation of net capital or tangible net worth under 17 CFR 240.15c3-l, 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. - **[!J** (p) Summary of financial data for subsidiaries not consolidated in the statement of financial condition. - **ii** (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. - D (r) Compliance report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - **ii** (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. - **ii** (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. - ii (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. - D (x) Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.15c3-le or 17 CFR 240.17a-12, as applicable. - t:l (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:-------------------------------------- - \*\*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. {2}------------------------------------------------ For the Year Ended December 31, 2019 #### TABLE OF CONTENTS December 31, 2024 | | 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 | 4 | | Statement of Cash Flows | 5 | | Notes to Financial Statements | 6-10 | | SUPPLEMENTAL INFORMATION | | | Schedule I - Computation of Net Capital Under Rule 15c3-1 of the
Securities and Exchange Commission | 11-12 | | Schedule II - Statement Regarding Reserve Requirements and
Possession or Control Requirements | | | | 13 | | ADDITIONAL REPORTS AND RELATED INFORMATION | | | Report of Independent Registered Public Accounting Firm on the
Exemption from SEC Rule 15c3-3 Report | 14 | | | 15 | {3}------------------------------------------------ ![](_page_3_Picture_0.jpeg) McBee & Co., PC www.mcbeeco.com {4}------------------------------------------------ #### STATEMENT OF FINANCIAL CONDITION #### As of December 31, 2024 #### ASSETS | Cash | | \$
136,070 | |---------------------------------------|--------------|---------------| | Prepaid Expenses | | 20,823 | | | TOTAL ASSETS | \$
156,893 | | LIABILITIES AND MEMBER'S EQUITY | | | | Liabilities: | | | | Accounts Payable - Trade | | \$
22,974 | | Accounts Payable - Affiliate | | 11,187 | | TOTAL LIABILITIES | | 34,161 | | MEMBER'S EQUITY | | 122,732 | | TOTAL LIABILITIES AND MEMBER'S EQUITY | | \$
156,893 | {5}------------------------------------------------ #### STATEMENT OF OPERATIONS | For the Year Ended December 31, 2024 | |--------------------------------------| |--------------------------------------| #### REVENUE | Investment Banking Fees | | \$
197,476 | |--------------------------------|----------------|-----------------| | | TOTAL REVENUE | 197,476 | | EXPENSES | | | | Administrative Management Fees | | 44,748 | | Professional Fees | | 39,170 | | Technology and Communications | | 225,062 | | General and Administrative | | 24,603 | | | TOTAL EXPENSES | 333,583 | | NET LOSS | | \$
(136,107) | {6}------------------------------------------------ ### STATEMENT OF CHANGES IN MEMBER'S EQUITY | For the Year Ended December 31, 2024 | | |--------------------------------------|---------------| | | | | MEMBER'S EQUITY, BEGINNING OF YEAR | \$
133,839 | | Member's Contributions | 125,000 | | Net Loss | (136,107) | | MEMBER'S EQUITY, END OF YEAR | \$
122,732 | {7}------------------------------------------------ #### STATEMENT OF CASH FLOWS | For the Year Ended December 31, 2024 | | |---------------------------------------------------------------------------------------------------------------------------------------------|-----------------| | Cash Flows from Operating Activities | | | Net Loss | \$
(136,107) | | Adjustments to Reconcile Net Loss to Net Cash
Provided by (Used by) Operating Activities:
Change in operating assets and liabilities: | | | Decrease in prepaid expenses | 32,009 | | Increase in accounts payable - trade | 3,864 | | Increase in accounts payable - affiliate | 11,187 | | Total adjustments | 47,060 | | Net Cash Used in Operating Activities | (89,047) | | Cash Flows from Financing Activities | | | Member's contributions | 125,000 | | Net Cash Provided by Financing Activities | 125,000 | | Net Increase in Cash | 35,953 | | Beginning of Year | 100,117 | | End of Year | \$
136,070 | {8}------------------------------------------------ ### NOTES TO FINANCIAL STATEMENTS December 31, 2024 ## 1. Nature of business and summary of significant accounting policies ## Nature of Business EuroConsult Capital LLC is a New York limited liability company, which was formed in November 2006. The Company, which is a wholly-owned subsidiary of EuroConsult, Inc, a New York corporation , is a brokerdealer registered with the Securities and Exchange C and FINRA and a member of Securities Investor Protection Corporation, Inc. and consult with institutional investors and commercial entities concerning mergers and acquisitions. The U.S. dollar (\$) is the functional currency of the Company. 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. 34-7 073 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 The Company has evaluated events that have occurred subsequent to December 31, 2024, and through March 27, 2025, 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, 2024. ## 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. #### Segment Reporting The Company is engaged in a single line of business as a securities brokerdealer, which is comprised of investment banking. The Company has identified {9}------------------------------------------------ ## EUROCONSULT CAPITAL LLC NOTES TO FINANCIAL STATEMENTS (Continued) December 31, 2024 its Managing Director as the chief operating decisions maker ("CODM"), who uses net income to evaluate the results of the business, predominantly in the forecasting process, to manage the Company. Additionally, the CODM uses excess net capital, which is not a measure of profit and loss, to make operational decisions while maintaining capital adequacy, such as whether to reinvest profits or to pay distributions. The Company's operations constitute a single operating segment and therefore, a single reportable segment, because the CODM manages the business activities using information of the Company as a whole. The accounting policies used to measure the profit and loss of the segment are the same as those described in the summary of significant accounting policies. Segment financial information is identical to that presented in the accompanying financial statements. #### Revenue Recognition The Company enters into agreements with customers to provide the services defined in each contract. Generally, the Company receives private placement and success fees for mergers and acquisitions. Some other services include investment advisory services for structuring investments. Significant judgment is required to determine whether performance obligations are satisfied at a point in time or over time; how to allocate transaction prices where multiple performance obligations are identified; when to recognize revenue based revenue should be presented gross or net of certain costs; and whether constraints on variable consideration should be applied due to uncertain future events. The compensation structures of the placement and success fees are defined in the contracts and are generally paid to the Company for successfully closing a transaction. The Company satisfies its performance obligations upon consummating the transaction defined in the contracts. These performance obligations are typically facilitating capital raises for the client or closing a defined transaction. These fees are generally variable and the estimate of variable consideration is typically constrained in accordance with paragraphs 606-10-32-11 through 32-13 of (ASU) No. 2014-09 because of the uncertainty associated with the variable consideration. Specifically, the amount of consideration is highly , resolution of related uncertainties can take an extended period of time, price concessions could occur and there is a large number and broad range of possible outcomes. Revenue is recognized from the satisfaction of the performance obligation based on the amount {10}------------------------------------------------ ## NOTES TO FINANCIAL STATEMENTS (Continued) December 31, 2024 the Company has a right to invoice and that amount directly corresponds with the value to the customer of the performance completed to date. ## Income Taxes The Company is treated as a flow-through entity for income tax purposes. As a result, the net taxable income of the Company and any related tax credits, for federal income tax purposes, are deemed to pass to the Parent and are included in the returns even though such net taxable income or tax credits may not actually have been distributed. Accordingly, no tax provision has been made in the financial statements since the income tax is a personal obligation of the Parent. The Company is subject to state income tax. The Company has not recorded provisions for estimated New York margin taxes for the year ended December 31, 2024, as they are not significant. The Company recognizes and measures any unrecognized tax benefits in accordance with Financial Accounting Standards Board (FASB) Accounting Company assesses the likelihood, based on their technical merit, that tax positions will be sustained upon examination based on the facts, circumstances and information available at the end of each period. The measurement of unrecognized tax benefits is adjusted when new information is available, or when an event occurs that requires a change. As of December 31, 2024, the Company believes there are no uncertain tax positions that qualify for either recognition or disclosure in the financial statements. ## 2. Related party transactions #### Service Agreement Pursuant to a and other operating assistance to the Company. These include professional services, physical premises, utilities, the use of fixed assets, travel, insurance, subscriptions, taxes, personnel and other general and administrative services. The total amount incurred and paid by the Company under this agreement was \$44,748 for the year ended December 31, 2024. These expenses are reflected in administrative management fees in the accompanying Statement of Operations. This Agreement was effective for an initial term of one year and is renewed automatically for successive one-year terms unless terminated by either party upon thirty (30) days written notice. {11}------------------------------------------------ ## NOTES TO FINANCIAL STATEMENTS (Continued) December 31, 2024 The Company and its Parent are under common control and the existence of that control may create a financial position and operating results significantly different than if the companies were autonomous. ## 3. Net capital requirement The Company is subject to the Securities and Exchange Commission Uniform Net Capital Rule 15c3-1. This Rule requires the maintenance of minimum net capital and that the ratio of aggregate indebtedness to net capital, both as defined, shall not exceed 15 to 1 and that equity capital may not be withdrawn or cash dividends paid if the resulting net capital ratio would exceed 10 to 1. At December 31, 2024, the Company's net capital was \$101,909, which was \$96,909 in excess of its minimum 0.34 to 1 for December 31, 2024. Capital contributions and distributions to the members can be made under a capital distributions approved by the member may be made in order to enable the member to effectively manage the Company. ## 4. Concentration of risks The Company is engaged in brokerage activities in which it engages in investment activities with companies throughout the United States. In the event the counterparties do not fulfill their obligations, the Company may be exposed to risk. The risk of default depends on the creditworthiness of the counterparty or issuer of the instrument. It is the C standing of each counter-party. primarily consist of cash. The Company places its cash with two high credit quality institutions. At times, such cash may be in excess of the FDIC insurance limits. The Company believes that it is not exposed to any significant risk related to cash. During the year ended December 31, 2024, 83% of the Company's total revenue were from two customers. ## 5. Contingencies In the ordinary course of conducting its business, the Company may be subjected to loss contingencies arising from various claims, regulatory examination, and other proceedings in the ordinary course of business. Management believes that the {12}------------------------------------------------ ## NOTES TO FINANCIAL STATEMENTS (Continued) December 31, 2024 financial condition or results of future operations. ## 6. Recently issued accounting pronouncements Recently issued accounting standards that have been issued or proposed by the FASB or other standards setting bodies, are not expected to have a material impact {13}------------------------------------------------ #### SCHEDULE I ### COMPUTATION OF NET CAPITAL UNDER RULE 15c3-1 OF THE SECURITIES AND EXCHANGE COMMISSION #### As of December 31, 2024 #### COMPUTATION OF NET CAPITAL | Total Member's Equity Qualified for Net Capital | \$
122,732 | |------------------------------------------------------|---------------| | Add: | | | Other deductions or allowable credits | - | | Total capital and allowable subordinated liabilities | 122,732 | | Deductions and/or charges: | | | Prepaid expenses | 20,823 | | Net Capital | \$
101,909 | | AGGREGATE INDEBTEDNESS | | | Items included in statement of financial condition: | | | Accounts payable - trade | \$
22,974 | | Accounts payable - affiliate | 11,187 | | Total Aggregate Indebtedness | \$
34,161 | {14}------------------------------------------------ ### SCHEDULE I, CONTINUED ## COMPUTATION OF NET CAPITAL UNDER RULE 15c3-1 OF THE SECURITIES AND EXCHANGE COMMISSION ### As of December 31, 2024 ### COMPUTATION OF BASIC NET CAPITAL REQUIREMENT | Minimum Net Capital Required (6 2/3% of Total Aggregate
Indebtedness) | \$
2,277 | |-------------------------------------------------------------------------------------------------------------------------------------------------------|--------------| | Minimum Dollar Net Capital Requirement of Reporting
Broker or Dealer | \$
5,000 | | Net Capital Requirement (greater of above two
minimum requirement amounts) | \$
5,000 | | Excess Net Capital | \$
96,909 | | Net Capital less greater of 10% of Total Aggregate Indebtedness
or 120% of Minimum Dollar Net Capital Requirement of Reporting
Broker or Dealer | \$
95,909 | | Ratio: Aggregate Indebtedness to Net Capital | .34 to 1 | #### 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, 2024 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. ### STATEMENT OF CHANGES IN LIABILITIES SUBORDINATED TO CLAIMS OF GENERAL CREDITORS No statement is required as no subordinated liabilities existed at any time during the year. {15}------------------------------------------------ ### SCHEDULE II ## STATEMENT REGARDING RESERVE REQUIREMENTS AND POSSESSION OR CONTROL REQUIREMENTS For the Year Ended December 31, 2024 #### 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. {16}------------------------------------------------ ![](_page_16_Picture_0.jpeg) McBee & Co., PC {17}------------------------------------------------ ## 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 Title Principal Date February 7, 2025 Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.