# MANOR PRIVATE CAPITAL, LLC X-17A-5 (2025-03-27) — Broker-dealer annual report
- Company: MANOR PRIVATE CAPITAL, LLC
- Form: X-17A-5
- Filed: 2025-03-27
- Period: 2024-12-31
- Accession: 0001452463-25-000003
- CIK: 1452463
- File #: 8-68117
- Type: Broker-dealer
- Material weakness: No
- Auditor: Fulvio & Associates, LLP
- Auditor location: New York, NY
- Contact: Edward Cohen
- Phone: 203-557-6070
- Email: ecohen@cohenandassociates.com
- Website: cohenandassociates.com
- Signed by: John Daly (Managing Member)
Original filing: https://www.sec.gov/Archives/edgar/data/1452463/000145246325000003/public.pdf
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## STATEMENT OF FINANCIAL CONDITION AND REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
DECEMBER 31, 2024
**PUBLIC**
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**UNITED STATES SECURITIES AND EXCHANGECOMMISSION Washington, D.C. 20549**
**ANNUAL REPORTS**
## **FORM X-17A-5 PART III**
0MB Number: 3235-0123 Expires: Oct. 31, 2023 Estimated average burden hours per response: 12
0MB APPROVAL
| FILE
NUMBER
SEC | |
|-----------------------|--|
| 8-68117 | |
**FACING PAGE**
**Information Required Pursuantto Rules 17a-5, 17a-12, and 18a-7 under the SecuritiesExchange Act of 1934**
FILING FOR THE PERIOD BEGINNING 01/01/2024 AND ENDING 12/31/2024
| MM/DD/YY | | MM/DD/YY | |
|----------|--|----------|--|
**A. REGISTRANT IDENTIFICATION**
# N AME OF FIRM: Manor Private Capital LLC
TYPE OF REGISTRANT (check all applicable boxes):
S Broker-dealer Security-based swap dealer 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.)
# 257 Rowayton Avenue
| CT
(State)
WITH REGARD
TO THIS
FILING
(203)
557-6070
(Area
Code
-Telephone
Number) | | 06853
(Zip
Code)
ecohen@cohenandassociates.com |
|------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------|
| | | |
| | | |
| | | |
| | | |
| | (Email Address) | |
| IDENTIFICATION | | |
| state last,
first, | | 10018 |
| | | (Zip
Code) |
| | 6529 | |
| | | |
| applicable) | Registration Number,
(PCAOB | if applicable) |
| | B. ACCOUNTANT
ACCOUNTANT whose reports
are contained
& Associates,
- if individual,
New
York
Floor
(City) | in this filing*
LLP _____________
and middle name)
NY
(State) |
\* 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 respondto the collectionof information containedin this form are not required to respondunlessthe form displaysa currently valid 0MB control number.**
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#### **OATH OR AFFIRMATION**
| | I, John
Daly | , swear (or affirm) that, to the best of my knowledge and belief, the | |
|--------|-----------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------|------------------------------------------------|
| | financial report pertaining to the firm of Manor Private Capital LLC | | j as of |
| | *12/31
, is
, 2
024 | true and correct. I further
swear (or affirm) | that neither
the company
nor any |
| | officer,
director,
or equivalent
partner,
person,
as | the case may be, has any proprietary
interest | in any account
classified
solely |
| as | that of a customer. | | |
| | | | |
| | | Signatures | |
| | | | |
| | | t/
Title: | |
| | | Managing Member | |
| | | | |
| | Notary Public | | |
| | | Michael
Patrick
Dillon | |
| This | filing** contains (check all applicable
boxes): | Notary Public | |
| n | (a) Statement of
financial
condition. | My Commission
Expires
02/29/2028 | |
| M | (b) Notes
to consolidated
statement of
financial
conditior | | |
| □ | (c)
Statement of income (loss) or, if there is
other comprehensive | income in the period(s)
presented, | of
statement
a |
| | 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. | |
| □ | (f) Statement
of changes
in liabilities
subordinated
to claims of | creditors. | |
| □ | (g)
Notes to consolidated
financial
statements. | | |
| □ | (h) Computation
under 17 CFR
of net capital
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
to Exhibit A
to 17 CFR
pursuant | 240.15c3-3. |
| □ | for determination | to Exhibit | B
to 17 CFR
240.15c3-3 |
| | (k) Computation
of security-based
to 17 CFR
Exhibit A
240.18a-4,
applicable.
as | requirements
pursuant
swap reserve | or |
| | (l) Computation
for Determination
of PAB
Requirements | to §
under Exhibit A
240.15c3-3. | |
| □ | (m) Information
relating
to possession or control
requirements | for customers
under
17 CFR
240.15c3-3. | |
| □
□ | (n) Information | | under 17 CFR |
| | relating
to possession or control
requirements
240.15c3-3(p)(2) or 17 CFR
240.18a-4,
applicable.
as | for security-based
swap customers | |
| □ | (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,
applicable,
and the reserve
as | requirements
under 17 |
| | CFR
240.1Sc3-3 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. | |
| II | (q) Oath or affirmation
in accordance with 17 CFR
240.17a-5, | 17 CFR
or 17 CFR
240.17a-12,
240.18a-7, | applicable.
as |
| U | (r) Compliance
report in accordance
with 17 CFR
240.17a-5 or | 17 CFR
applicable.
240.18a-7,
as | |
| □ | (s)
Exemption
report in accordance with 17 CFR | 240.17a-5 or 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
report or financial | under
statements
17 |
| | CFR
17 CFR
or 17 CFR
240 17a-5,
240.18a-7,
240.17a-12, | applicable.
as | |
| □ | (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 | report under 17 CFR
review of the exemption | 240.17a-5 or
17 |
| | CFR
applicable.
240.18a-7,
as | | |
| □ | (x)
Supplemental
on applying
agreed-upon
reports | 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 |
| | that no material
inadequacies
exist,
under 17
statement
a | 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 CFR240.18a-7(d)(2), as applicable.*
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#### **CONTENTS**
| 1
2
3-5 |
|---------------|
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*Certified Public Accountants*
New York Office: 5 West 37th Street, 4th Floor New York, New York 10018 TEL: 212-490-3113 FAX: 212-575-5159 www.fulviollp.com
Connecticut Office: 95B Rowayton Avenue Rowayton, CT 06853 TEL: 203-857-4400 FAX: 203-857-0280
### **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**
To the Member of Manor Private Capital, LLC
### **Opinion on the Financial Statement**
We have audited the accompanying statement of financial condition of Manor Private Capital, LLC (the "Company") as of December 31, 2024, 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 the Company as of December 31, 2024 in conformity with accounting principles generally accepted in the United States of America.
### **Basis for Opinion**
This financial statement is the responsibility of the Company's management. Our responsibility is to express an opinion on the Company'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 the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the U.S. Securities and Exchange Commission (SEC) 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 the Company's auditor since 2024.
New York, New York
March 27, 2025
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### **STATEMENT OF FINANCIAL CONDITION**
| December
31, 2024 | | | |
|------------------------------------------|----|---------|--|
| ASSETS | | | |
| Cash | \$ | 202,526 | |
| Investment banking
fees receivable | | 568,640 | |
| Other assets | | 11,866 | |
| Total Assets | \$ | 783,032 | |
| LIABILIITES
AND MEMBER'S
EQUITY | | | |
| Liabilities | | | |
| Accounts
payable and accrued expenses | \$ | 15,000 | |
| Commitment | | | |
| Member's
Equity | | 768,032 | |
| Total Liabilities and Member's
Equity | \$ | 783,032 | |
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#### **NOTES TO FINANCIAL STATEMENT For The Year Ended December 31, 2024**
#### **1. Nature of business**
Manor Private Capital, LLC (the "Company"), is a broker-dealer registered with the U.S. 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") ") as determined by the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") which requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes
#### *Revenue Recognition*
The Company recognizes revenues in accordance with *ASC Topic 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, 2024, Investment banking fees receivable amounted to \$568,640, 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 credit losses was required at December 31, 2024 based upon its assessment of the receivable balances in accordance with ASC *Topic 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.
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### **NOTES TO FINANCIAL STATEMENT**
For The Year Ended December 31, 2024
#### **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, 2024 was fully collectable.
#### *Lease*
The Company accounts for its lease agreements in accordance with ASC *Topic 842 Leases.* For the year ended December 31, 2024, the Company had no lease agreements subject to *ASC Topic 842.* The Company elected the option under ASC *Topic 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 ("IRC") provides that the Company's income or loss is passed through to the member for income tax purposes.
At December 31, 2024, 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.
#### *Segment Reporting*
The Company is engaged in a single line of business as a securities broker-dealer, which is comprised of several classes of services, including principal transactions, agency transactions, investment banking, and investment advisory.. The Company has identified the Managing Member as the chief operating decision 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 (see note 4), which is not a measure of profit and loss, to make operational decisions while maintaining capital adequacy, such as whether to reinvest profits or withdraw funds. 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. The financial information for the Company's single operating segment is the same as the financial information presented in the statements of financial condition, changes in partner's equity, and cash flows
#### *Use of Estimates*
The preparation of this financial statement in conformity with GAAP 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.
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#### **NOTES TO FINANCIAL STATEMENT For The Year Ended December 31, 2024**
#### **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, 2024, the Company's net capital was \$187,526 which was \$182,526 in excess of its minimum requirement of \$5,000. The Company's ratio of aggregate indebtedness to capital was 0.08 to 1.
#### **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, 2024, 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.