# MANOR PRIVATE CAPITAL, LLC X-17A-5 (2023-05-09) — Broker-dealer annual report - Company: MANOR PRIVATE CAPITAL, LLC - Form: X-17A-5 - Filed: 2023-05-09 - Period: 2022-12-31 - Accession: 0001452463-23-000002 - CIK: 1452463 - File #: 8-68117 - Type: Broker-dealer - Material weakness: No - Auditor: Reid CPAs, LLP - Auditor location: Woodbury, NY - Contact: Joseph Sipkin - Phone: 917-579-9152 - Email: n@lernersipkin.com - Website: lernersipkin.com - Signed by: John Daly (Managing Member) Original filing: https://www.sec.gov/Archives/edgar/data/1452463/000145246323000002/mpc22s.pdf --- {0}------------------------------------------------ | UNITED ST ATES | | 0MB APPROVAL | | | |---------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------|---------------------------|-----------------------------------------------------------------------------|--| | | SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 | | 0MB Number: 3235-0123
Expires: Oct. 31, 2023
Estimated average burden | | | | ANNUAL | | hours per response: 12 | | | | REPORTS | | SEC FILE NUMER | | | | | | 8- 68117 | | | FORM X-17A-5 | | | | | | | PARTIII | | | | | 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 01/01/22
AND ENDING 12/31 /22 | | | | | | | MMIDDNY | | MM/DDNY | | | | A. REGISTRANT IDENTIFICATION | | | | | NAME OF FIRM: | ------------------------------
MANOR PRIVATE CAPITAL LLC | | | | | TYPE OF REGISTRANT (check all applicable boxes):
~ Broker-dealer
□ Security-based swap dealer
□ Check here if respondent is also an OTC derivatives dealer | | | □ Major security-based swap participant | | | ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) | | | | | | 1 HARBOR POINT ROAD, SUITE 800 | | | | | | | (No. and Street) | | | | | STAMFORD | CT | | 06902 | | | (City) | (State) | | (Zip Code) | | | PERSON TO CONT ACT WITH REGARD TO THIS FILING | | | | | | Joseph Sipkin | (917) 579-9152 | jsipki n@lernersipkin.com | | | | (Name) | (Area Code - Telephone Number) | (Email Address) | | | | | B. ACCOUNT ANT IDENTIFICATION | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing* | | | | | | REID CPAs, LLP | | | | | | | (Name - if individual, state last first. and middle name) | | | | | 7600 Jericho Turnpike | Woodbury | NY | 11797 | | | (Address)
07/02/2023 | (City) | (State)
5861 | (Zip Code) | | | (Date of Registration with PCAOB)(if applicable) | | | (PCAOB Registration Number, ifapplicable) | | | | 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.J 7a-5(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}------------------------------------------------ ## **This filing\*\* contains (check all applicable boxes):** - rn (a) Statement of financial condition. - **rn** (b) Notes to unconsolidated or consolidated statement of financial condition, as applicable. - D (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).** - □ (d) Statement of cash flows. - **D** (e) Statement of changes in stockholders' or partners' or members' or sole proprietor's equity, as applicable. - **D** (t) Statement of changes in liabilities subordinated to claims of creditors. - **D** (g) Notes to unconsolidated or consolidated financial statements., as applicable. - □ (h) Computation of net capital under 17 CFR 240. I 5c3-I or 17 CFR 240. I 8a-I, as applicable. - D (i) Computation of tangible net worth under 17 CFR 240.18a-2. - **D** G) Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240. I 5c3-3. - D (k) Computation for determination of security-based swap reserve requirements pursuant to Exhibit B to 17 CFR 240. I 5c3- 3 or Exhibit A to 17 CFR 240. I 8a-4, as applicable. - D (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. - D (n) Information relating to possession or control requirements for security-based swap customers under 17 CFR 240. l 5c3- 3(p)(2) or 17 CFR 240.18a-4, as applicable. - **D** (o) Reconciliations, including appropriate explanations, of the FOCUS Report with computation of net capital or tangible net worth under 17 CFR 240. I 5c3-I, 17 CFR 240.18a-1, or 17 CFR 240.18a-2, as applicable, and the reserve requirements under 17 CFR 240. l 5c3-3 or 17 CFR 240. l 8a-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. - CK1 (q) Oath or affirmation in accordance with 17 CFR 240. l 7a-5. 17 CFR 240. I 7a-12. or 17 CFR 240.1 Sa-7, as applicable. - □ (r) Compliance report in accordance with 17 CFR 240. l 7a-5 or 17 CFR 240.1 Sa-7, as applicable. - □ (s) Exemption report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.1 Sa-7, as applicable. - [El (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 report or financial statements under 17 CFR 240. I 7a-5, 17 CFR 240. I 8a-7. or 17 CFR 240. I 7a-12, as applicable. - □ (v) Independent public accountant's report based on an examination of certain statements in the compliance report under 17 CFR 240. l 7a-5 or 17 CFR 240. I 8a-7, as applicable. - **D** (w) Independent public accountant's report based on a review of the exemption report under 17 CFR 240. l 7a-5 or 17 CFR 240.1 Sa-7, as applicable. - □ (x) Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.15c3-1 e or 17 CFR 240. l 7a-l 2, as applicable. - D (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. **l** 7a-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 240.18a-7(d)(2), as applicable.* {2}------------------------------------------------ ![](_page_2_Picture_0.jpeg) ### **REPORT** OF **INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To the Board of Directors and Shareholders of Manor Private capital. LLC Opinion on the Flnanclal **Statement** We have audited the accompanying statement of financial condition of Manor Private Capital. LLC as of December 31, 2022, and the related notes (collectively referred to as the "financial statemenr). In our opinion, the statement of financial condition preaenta fairly, in all material respects, the financial position of Manor Private Capital. LLC as of December 31, 2022 In conformity with accounting principles generaBy accepted in the United States of America. ### Bat■ **for** Opinion This financial statement is the rasponaibHity 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 aecurities laws l!fld the applicable rules and regulations of the Securities and Exchange Commisllon and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards requn 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 miastatement 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 anounts 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 Manor Private Capital. LLC's auditor since 2019. Woodbury, NY March 31, 2023 **REID CPAs, LLP Woodbury New York Boca Raton** 7600 Jem:ho Turnptke, Su,te 400. Woodbury, NY 11797 P **S16•802•0100** -A **RtldLLP.com** {3}------------------------------------------------ # **MANOR PRIVATE CAPITAL,** LLC STATEMENT OF FINANCIAL CONDITION DECEMBER 31, 2022 | ASSETS | | |----------------------------------------|---------------| | Cash | \$
368,517 | | Total assets | 368,517
\$ | | | | | LIABILITIES AND MEMBER'S CAPITAL | | | Uabilitles | | | Accounts payable and accrued expenses | | | Total liabilities | 121 ,666 | | MEMBER'S CAPITAL | 2462
85 l | | Total liabilities and member's capital | 368,5)7
\$ | {4}------------------------------------------------ ### **MANOR PRIVATE CAPITAL, LLC** NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2022 #### **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 (FINRA). 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** *a) Cash* > 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 l, 2018, the Company adopted ASU Topic 606, Revenue from Contracts with Customers ("ASU Topic 606"). The new revenue recognition. 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 perfonnance 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 l, 2018. The new revenue recognition guidance does not apply to revenue **associated** with financial instruments, interest income and expense, leasing and insurance contracts. The Company provides advisory services on mergers and acquisitions. 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 {5}------------------------------------------------ ### **MANOR PRIVATE CAPITAL, LLC** NOTES TO FINANCIAL STATEMENTS FOR THE **YEAR** ENDED DECEMBER 31, 2022 ### **Note 2- Summary of Significant Accounting Policies (continued)** 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). # *c) Uu of EstJmat~s* The financial statements have been prepared in confonnity 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. ### **d)** *lncom~ Taxes* The Company is a limited liability company 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 members for federal and state income tax purposes. #### **Note** 3 - **Net Capital Requirement** The Company is subject to the Securities and Exchange Commission Unifonn Net Capital Rule (Rule I Sc3-l ), which requires the main;enance of minimum net capital and requires that the ratio of aggregate indebtedness to net capital, both as defined, shall not exceed 1500%. At December 31, 2022, the Company had net capital of \$246,857 which was \$238,740 in excess of its required net capital of \$5,000. The Company's net capital ratio was 49.290/o. #### **Note 4** - **Compliance with Rule 15c3-3** The Company has no possession or control obligations under SEA Rule I Sc3- 3(b) or reserve deposit obligations under SEA Rule I 5c3-3(e) because its business is limited to private placements of securities and investment of advisory services. {6}------------------------------------------------ ### **MANOR** PRIVATE CAPITAL, LLC NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2022 ### Note 5- **Subsequent Events** The Company has perfonned an evaluation of events that have occurred subsequent to December 31, 2022, and through March 31, 2022, 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 31, 2022. #### Note 6- **COVID-19** **A** coronavirus (COVlD-19) was first reported in China. In January 2020, the World Health Organization declared it a Public Health Emergency of International Concern. This contagious disease outbreak, which has continued to spread to additional countries, and any related adverse public health developments, could adversely affect the Company's customers, service providers and suppliers as a result of quarantines, facility closures, and travel and logistics restrictions in connection with the outbreak. More broadly, the outbreak could affect workforces, economies and financial markets globally, potentially leading to an economic downturn. The ultimate impact of the COVID-19 is uncertain. Management continues to monitor the outbreak, however, as of the date of these consolidated financial statements the potential impact of such on the Company's business and operations cannot be reasonably estimated. The U.S. enacted the CARES Act which is an economic stimulus package to assist eligible small businesses to cover certain operational costs due to the adverse impact of COVID- 19. In addition, the CARES Act includes temporary tax law changes to provide additional relief to U.S. businesses and individual taxpayers. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.