# MANOR PRIVATE CAPITAL, LLC X-17A-5 (2019-02-28) — Broker-dealer annual report - Company: MANOR PRIVATE CAPITAL, LLC - Form: X-17A-5 - Filed: 2019-02-28 - Period: 2018-12-31 - Accession: 0001452463-19-000001 - CIK: 1452463 - File #: 8-68117 - Material weakness: No - Auditor: Lilling & Company LLP - Auditor location: Port Washington, NY - Contact: John Daly - Phone: 914-834-2822 - Signed by: John Daly (Managing Member) Original filing: https://www.sec.gov/Archives/edgar/data/1452463/000145246319000001/manorprivatecapsofc.pdf --- {0}------------------------------------------------ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 **ANNUAL AUDITED REPORT FORM X-17 A-5 PART Ill** | OMB Number: | | 3235-0123 | | |--------------------------|----------------|---------------------------|--| | Expires: | August 31,2020 | | | | Estimated average burden | | | | | | | hours per response 12.00 | | | | | | | OMB APPROVAL | SEC FILE NUMBER | |-----------------| | 8-68117 | FACING PAGE Information Required of Brokers and Dealers Pursuant to Section 17 of the Securities Exchange Act of 1934 and Rule 17a-5 Thereunder | REPORT FOR THE PERIOD BEGINNING January 1 • 2018 | | | AND ENDING December 31 • 2018 | |------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------|---------------|-----------------------------------------------| | MM/DD/YY | | MM/DD/YY | | | | A. REGISTRANT IDENTIFICATION | | | | NAME OF BROKER-DEALER: MANOR PRIVATE CAPITAL, LLC | | | OFFICIAL USE ONLY | | ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use P.O. Box No.) | | FIRM I.D. NO. | | | 1 Harbor Point Road, Suite 800 | | | | | | (No and Street) | | | | Stamford | CT | | 06902 | | (City) | (State) | | (Zip Code) | | NAME AND TELEPHONE NUMBER OF PERSON TO CONTACT IN REGARD TO THIS REPORT
John Daly | | | 914-834-2822
(Area Code- Telephone Number) | | | B. ACCOUNTANT IDENTIFICATION | | | | INDEPENDENT PUBLIC ACCOUNTANT whose opinion is contained in this Report* | | | | | Lilling & Company LLP | | | | | | (Name- if individual, state last, first, middle name) | | | | 2 Seaview Blvd, Suite 200 | Port Washington | NY | 11050 | | (Address) | (City) | (State) | (Zip Code) | | CHECK ONE:
I./ I
Certified Public Accountant
DPublic Accountant
Accountant not resident in United States or any of its possessions.
D | | | | | | FOR OFFICIAL USE ONLY | | | | | | | | *\*Claims for exemption from the requirement that the annual report be covered by the opinion of an independent public accountant must be supported by a statement of facts and circumstances relied on as the basis for the exemption. 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 OMB control number. SEC 1410 {06-02) {1}------------------------------------------------ ## OATH OR AFFIRMATION I, *JOHN DALY,* swear (or affirm) that, to the best of my knowledge and belief the accompanying financial statement and supporting schedules pertaining to the firm of *MANOR PRIVATE CAPITAL, LLC as of December 31, 2018,* are true and correct. I further swear (or affirm) that neither the company nor any partner, proprietor, member, principal officer or director has any proprietary interest in any account classified solely as that of a customer, except as follows: | | NONE | |--|------| | | | ![](_page_1_Picture_4.jpeg) This report\*\* contains (check all applicable boxes): - (x) (a) Facing page. - (x) (b) Statement of Financial Condition. - ( ) (c) Statement of Operations. - ( ) (d) Statement of Cash Flows. - ( ) (e) Statement of Changes in Stockholders' Equity or Partners' or Sole Proprietor's Capital. - ( ) (f) Statement of Changes in Liabilities Subordinated to Claims of Creditors. - ( ) (g) Computation ofNet 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. - ( ) G) A Reconciliation, including appropriate explanation, of the Computation ofNet Capital Under Rule 15c3-l and the Computation for Determination ofthe reserve requirements Under Exhibit A ofRule 15c3-3. - ( ) (k) A Reconciliation between the audited and unaudited Statements of Financial Condition with respect to methods of consolidation. - (x) (I) An Oath or Affirmation. - ( ) (m) A copy of the SIPC Supplemental Report. \*\* For conditions of confidential treatment of certain portions of this filing, see section 240.17a-5(e )(3). {2}------------------------------------------------ ## **MANOR PRIVATE CAPITAL, LLC** STATEMENT OF FINANCIAL CONDITION DECEMBER 31, 2018 {3}------------------------------------------------ # **Lilling** & Company LLP Certified Public Accountants ## REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Member Manor Private Capital, LLC Stamford, CT #### Opinion on the Financial Statements We have audited the accompanying statement of financial condition of Manor Private Capital, LLC as of December 31, 2018, and the related notes (collectively referred to as the financial statement). In our opinion, the financial statement presents fairly, in all material respects, the financial position of Manor Private Capital, LLC as of December 31, 2018 in conformity with accounting principles generally accepted in the United States of America. #### Basis for Opinion This financial statement is the responsibility of Manor Private Capital, LLC's management. Our responsibility is to express an opinion on Manor Private 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 Manor Private 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 statement. 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 statement. We believe that our audit provides a reasonable basis for our opinion. Lilling & Company LLP We have served as Manor Private Capital, LLC's auditor since 2018. Port Washington, New York February 26, 2019 {4}------------------------------------------------ ## MANOR PRIVATE. CAPITAL, LLC STATEMENT OF FINANCIAL CONDITION DECEMBER 31, 2018 . ' | ASSETS | | |-------------------------------------------------------|---------------| | Cash | \$
104,405 | | Total assets | \$
104,405 | | LIABILITIES AND MEMBER'S EQUITY | | | Liabilities:
Accounts payable and accrued expenses | \$
25,560 | | Total liabilities | 25,560 | | | | | Commitments and Contingencies | | | MEMBER'S EQUITY | 78,845 | |----------------------------------------|---------------| | Total liabilities and member's capital | \$
104,405 | {5}------------------------------------------------ ### MANOR PRIVATE CAPITAL, LLC NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2018 #### Note 1- Nature of Business Manor Private Capital is a Broker Dealer licensed and regulated by the Securities' and Exchange Commission (SEC) and the Financial Industry Regulatory Authority and is exempt from SEC Rule 15c3-3 under Section (k)(2)(i). The Company structures securities of domestic and foreign issuers and places them with accredited investors including primarily institutional investors in the United States private placement market. The Company also provides financial advisory services to corporate clients in the United States and abroad. #### Note 2- Summary of Significant Accounting Policies Cash a) The Company maintains cash in one financial institution which, at times, may exceed federally insured limits or where no insurance is provided. The Company has not experienced any losses in such accounts and does not believe it is exposed to any significant credit risk on cash and cash equivalents. ## *b) Revenue Recognition* Effective January I, 2018, the Company adopted ASC Topic 606, Revenue from j::ontracts with CQstomers ("ASC Topic 606"). Tl).e new revenue recognitloJ1 guidance requires that an entity recognize revenue due to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance requires an entity to follow a five step model to (a) identify the contract(s) with a customer, (b) identify the performance obligations in the contract, (c) determine the transaction price, (d) allocate the transaction price to the performance obligations in the contract, and (e) recognize revenue when (or as) the entity satisfies a performance obligation. In determining the transaction price, an entity may include variable consideration only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized would not occur when the uncertainty associated with the variable consideration is resolved. The Company applied the modified retrospective method of adoption which resulted in no adjustment to member's equity earnings as of January 1, 2018. The new revenue recognition guidance does not apply to revenue associated with financial instruments, interest income and expense, leasing and insurance contracts. {6}------------------------------------------------ ### MANOR PRIVATE CAPITAL, LLC NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2018 #### Note 2- Summary of Significant Accounting Policies (continued) The Company provides advisory services on mergers and acquisitions. Revenue for advisory arrangements is generally recognized at the point in t ime 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 judgment is needed to detennine the timing and measure of progress appropriate for revenue recognition under a specific contract. Retainers and other fees received from customers prior to recognizing revenue are reflected as contract liabilities (deferred revenue in the accompanying statement of financial condition). ## *Use of Estiltllltes* *c)* *d)* The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP") which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. #### *Income Taxes* The Company is a limited liability company and treated as a disregarded entity for federal and state income tax purposes. As such, it does not pay any taxes. The Company's income .or loss is taken into consideration in the tax returns of its . sole member for federal and state income tax purposes. #### Note 3- Related Party Pursuant to an expense sharing agreement, the sole member of the Company allocated a total of\$16,080 of expenses to the Company. This included \$15,360 for rent and \$720 for other expenses. The expenses were recorded through capital contributions. Note 4- ## Net Capital Requirement The Company is subject to the Securities and Exchange Commission Unifonn Net Capital Rule (Rule l5c3-l), which requires the maintenance of minimum net capital and requires that the ratio of aggregate indebtedness to net capital, both as {7}------------------------------------------------ #### MANOR PlUV ATE CAPITAL, LLC NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 20 I 8 #### Note 4- Net Capital Requirement (continued) defined, shall not exceed 1500%. At December 31, 2018, the Company had net capital of \$78,845 which was \$73,845 in excess of its required net capital of \$5,000. The Company's net capital ratio was 32.42%. #### Note 5- Compliance with Rule 15c3-3 The Company claims exemption from the requirements of Rule 15c3-3, under . Section (k)(2)(i) of the Rule. #### Note 6- Subsequent Events The Company has performed an evaluation of events that have occurred subsequent to December 31, 2018, and through February 26, 2019, the date of the filing of this report. 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 3) ,.20.18 .... A copy of the Firm's Statement of Financial Condition as of December 31, 2018, pursuant to SEC Rule I 7a-5, is available for examination at the Firm's office and at the regional office of the SEC Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.