# MANOR PRIVATE CAPITAL, LLC X-17A-5 (2024-02-28) — Broker-dealer annual report - Company: MANOR PRIVATE CAPITAL, LLC - Form: X-17A-5 - Filed: 2024-02-28 - Period: 2023-12-31 - Accession: 0001452463-24-000001 - CIK: 1452463 - File #: 8-68117 - Type: Broker-dealer - Material weakness: No - Auditor: Reid CPA's, LLP - Auditor location: Woodbury, NY - Contact: Edward Cohen - Phone: 2035576070 - Email: ecohen@cohenandassociates.com - Website: cohenandassociates.com - Signed by: John Daly (Managing Member) Original filing: https://www.sec.gov/Archives/edgar/data/1452463/000145246324000001/public.pdf --- {0}------------------------------------------------ STATEMENT OF FINANCIAL CONDITION AND REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM DECEMBER 31, 2023 **PUBLIC** {1}------------------------------------------------ **UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549** 0MB APPROVAL 0MB Number: 3235-0123 Expires: Nov. 30, 2026 Estimated average burden | ANNUAL REPORTS | | |----------------|--| | FORM X-17A-5 | | | PART III | | | hours per response: 12 | | |------------------------|--| | | | | SECFILENUMBER | | | 8-68117 | | **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 01/01/2023 ANDEND|NG12/31/2023 | MM/DD/YY | MM/DD/YY | | |----------|----------|--| **\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ A. REGISTRANT IDENTIFICATION \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_** # NAME OF FIRM: Manor Private Capital LLC TYPE OF REGISTRANT(check all applicable boxes): E Broker-dealer Security-based swap dealer Major security-based swap participant Check here if respondent is also an OTCderivatives dealer ADDRESSOF PRINCIPAL PLACEOF BUSINESS: (Do not use a P.O. box no.) # 257 Rowayton Avenue | Norwalk | | | | | |-----------------------------------------------------|---------------------------------------------------------------------------|-------------------------------|-----------------|--| | | CT | | 06853 | | | (City) | (State) | | (Zip Code) | | | PERSONTO CONTACT WITH REGARD | TO THIS FILING | | | | | Cohen
Edward | (203)
557-6070 | ecohen@cohenandassociates.com | | | | (Name) | (Area Code -Telephone Number) | | (Email Address) | | | | B. ACCOUNTANT IDENTIFICATION | | | | | CPA's
Reid
LLP
,
(Name - if | ______________________
individual, state last, first, and middle name) | | | | | 7600
Jericho
Turnpike | Woodbury | NY | 11797 | | | | (City) | (State) | | | | (Address) | | | (Zip Code) | | | 07/02/2013 | | 5861 | | | | (Date of Registration with PCAOB)(if
applicable) | | (PCAOBRegistration Number, if | applicable) | | \* 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-5(e)(l)(ii), if applicable. **Personswho are to respond to the collection of information contained in this form are not required to respond unlessthe form displaysa currently valid 0MB control number.** {2}------------------------------------------------ #### **OATH OR AFFIRMATION** | | I, JohnDaly
, swear (or affirm) that, to the best of my knowledge and belief, the | |--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------| | | financial report pertaining to the firm of ManorPrivateCapitalLLC
f
, as o | | | 12/31
, is true and correct. I further
swear (or
affirm)
, 223
that neither
the
company nor
any | | | partner, officer, director, or
equivalent person, as
the
case may be, has any proprietary interest
in
classified solely
any account | | as | that
of a customer. | | | Signature | | | | | | pe: | | | BLANCHE PARKER
lanaging Member | | | April 30, 2027 | | | | | | | | | This*filing** contains (check all applicable boxes): | | | (a) Statement of
financial condition. | | mii | (b) Notes to consolidated statement
of
financial condition. | | E | (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. | | | (e) Statement of
changes in stockholders' or partners' or sole proprietor's equity.
creditors. | | □
□ | (f) Statement of
changes in liabilities subordinated to claims of
(g) Notes to consolidated financial statements. | | □ | (h) Computation of
net capital under 17 CFR
240.15c3-l or 17 CFR
240.18a-l,
applicable.
as | | □
□ | (i) Computation of
tangible net
worth under 17 CFR
240.18a-2. | | □ | (j) Computation for determination of
customer reserve requirements pursuant to Exhibit A
to 17 CFR
240.15c3-3. | | □
□ | (k) Computation for determination of
security-based swap reserve requirements pursuant
to Exhibit Bto 17 CFR
240.15c3-3 or | | | Exhibit A
to 17 CFR
240.18a-4, as
applicable. | | | (l) Computation for Determination of PABRequirements 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. | | □ | (o) Reconciliations, including appropriate explanations, of
the FOCUSReport 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
applicable, if
material differences exist, or a statement
that no material differences
240.18a-4, as
exist. | | □ | (p) Summary of
financial data for
subsidiaries not
consolidated in
the statement of
financial condition. | | n | (q) Oath or
affirmation in accordance with 17 CFR
240.17a-5, 17 CFR
240.17a-12, or 17 CFR
applicable.
240.18a-7, as | | □ | (r) Compliance report in accordance with 17 CFR
240.17a-5 or 17 CFR
240.18a-7, as
applicable. | | □ | (s) Exemption report in accordance with 17 CFR
240.17a-5 or 17 CFR
240.18a-7, as
applicable. | | m | (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
240.17a-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. | | □ | the exemption report under 17 CFR
(w) Independent public accountant's report based on a review of
240.17a-5 or 17
CFR
240.18a-7, as
applicable. | | □ | (x) Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR
240.15c3-le or 17 CFR
240.17a-12, | | | applicable.
as | | □ | (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). | | □ | (z) Other: | | | | *\*\*To request confidential treatment of certain portions of this filing, see 17 CFR240.17a-5(e)(3) or 17 CFR 240.18a-7(d)(2), as applicable.* {3}------------------------------------------------ ## **CONTENTS** | REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 1 | |---------------------------------------------------------|-----| | Financial Statement | | | Statement of Financial Condition | 2 | | Notes to the Statement of Financial Condition | 3-5 | {4}------------------------------------------------ ![](_page_4_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 Financial Statement** We have audited the accompanying statement of financial condition of Manor Private Capital. LLC as of December 31, 2023, 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 Manor Private Capital. LLC as of December 31, 2023 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 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. *Cffa, Uf>* Woodbury, NY February 28, 2024. **REID CPAs, LLP Woodbury I New York I Boca Raton** **7600 Jericho Turnpike. Suite 400, Woodbury. NY 11797 P: 516-802-0100 W: ReldLLP.com** {5}------------------------------------------------ **NOTES TO FINANCIAL STATEMENT December 31, 2023** ### **1. Nature of business** Manor Private 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 ("FINRA"), both effective May 6, 2009. The Company's business is primarily comprised of investment banking fees for private placement services, and strategic advisory services in connection with the private placement of securities. The Company operates from an office located in Norwalk, CT. ## **2. Summary of significant accounting policies** ## *Basis of Presentation* The financial statement has been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP"). ## *Revenue Recognition* The Company recognizes revenues in accordance with *ASC 606, Revenue from Contracts with Customers.* Its core principle is that revenue is recognized to depict the transfer of promised goods or services in the amount expected to be realized in exchange, all according to customer agreements. Private placement fees are typically recognized upon the "successful" closing of the underlying securities placement transaction. At that point, the Company has satisfied its performance obligations; the transaction price is known or estimable; and the Company has determined that collection is probable. The Company may receive retainer and progress payments during the course of its private placement engagements. If such payments represent an advance on the success fee, revenue is recognized upon the successful placement closing. If such payments represent separate fees, revenue is recognized upon the Company's completion of its performance obligations per the customer agreement. The Company recognizes revenue on advisory services engagements as the Company completes its performance obligations stated in the customer agreement, subject to the Company's determination that collection is probable. ## *Investment Banking Fees Receivable* At December 31, 2023, Investment banking fees receivable amounted to \$27,917, primarily consisting of private placement success fees. These receivables are due for payment under the terms of the customer agreements. The Company concluded that no allowance for doubtful accounts was required at December 31, 2023 based upon its assessment of the receivable balances in accordance with *ASC 326, Financial Instruments - Current Expected Credit Losses ("CECL").* This standard requires the immediate recognition of estimated credit losses expected over the life of the financial asset. {6}------------------------------------------------ **NOTES TO FINANCIAL STATEMENT December 31, 2023** ## **2. Summary of significant accounting policies (continued)** The Company's collectability evaluation using the CECL framework considered factors such as historical experience, credit quality, age of balances, current and forecasted economic conditions, as well as other matters that reasonably affected the expectation of collectability. Based upon this broad CECL review, the Company's best judgment was that the receivables balance at December 31, 2023 was fully collectable. ## *Lease* The Company accounts for its lease agreements in accordance with *ASC 842 Leases.* For the year ended December 31, 2023, the Company had no lease agreements subject to ASC *842.* The Company elected the option under *ASC 842* to exclude leases with original terms of 12 months or less. The lease cost of such short-term leases is recognized on a straight-line basis. ## *Income Taxes* The Company is a single member limited liability company and treated as a disregarded entity for federal and state income tax reporting purposes. The Internal Revenue Code provides that the Company's income or loss is passed through to the member for income tax purposes. At December 31, 2023, management has determined that the Company had no uncertain tax positions that would require financial statement recognition. This determination is subject to ongoing reevaluation as facts and circumstances may require. ## *Use of Estimates* The preparation of this financial statement in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statement and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. ## **3. Fair value of financial instruments** Financial instruments including investment banking fees receivable are carried at amounts that approximate fair value due to generally negligible credit risk and the interest charge option. See Note 2. ## **4. Net capital requirement** The Company is subject to the SEC 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. Further, equity capital may not be withdrawn if the resulting net capital ratio would exceed 10 to 1. At December 31, 2023, the Company's net capital was \$40,490 which was \$35,490 in excess of its minimum requirement of \$5,000. The Company's ratio of aggregate indebtedness to capital was 1 .8 to 1 . {7}------------------------------------------------ **NOTES TO FINANCIAL STATEMENT December 31, 2023** ## **5. Related party transactions** Pursuant to an expense sharing agreement, the sole Member provides office space and the related expenses on behalf of the Company. The Company either reimburses the Member for all expenses which the Broker-Dealer retains a direct or indirect benefit, or the expense is classified as a capital contribution to the Broker-Dealer. A schedule of expenses to be reimbursed is prepared on a monthly basis. ## **6. Concentrations** The Company periodically maintains significant cash balances in a single financial institution, which at times may exceed federally insured limits. Management does not anticipate any material losses as a result of this concentration. For the year ended December 31, 2023, 100.0% of revenues earned were from two customers. ## **7. Recently Issued Accounting Pronouncements** The Company is subject to ongoing revisions to the GAAP standards in effect applicable to the preparation of its financial statement. The Company has either evaluated or is currently evaluating the impact of pending FASB pronouncements. The Company believes that these future standards will not have a material impact on its financial statement. ## **8. Subsequent Events** The Company has evaluated subsequent events through the date the financial statement was issued. No material subsequent events occurred during this period that were required to be recognized or disclosed in the Company's financial statement. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.