# MANORHAVEN CAPITAL LLC X-17A-5 (2021-02-26) — Broker-dealer annual report - Company: MANORHAVEN CAPITAL LLC - Form: X-17A-5 - Filed: 2021-02-26 - Period: 2020-12-31 - Accession: 0001513552-21-000002 - CIK: 1058484 - File #: 8-50911 - Material weakness: No - Auditor: DASKOWSKI, TOMPKINS, WEG & CABONELLA, CPA PC - Auditor location: MATAWAN, NJ - Contact: Gennaro J. Fulvio - Phone: 2124903113 - Signed by: Zachary Maranas (President & CEO) Original filing: https://www.sec.gov/Archives/edgar/data/1058484/000151355221000002/manorpublic.pdf --- {0}------------------------------------------------ ### MANORHAVEN CAPITAL LLC #### STATEMENT OF FINANCIAL CONDITION DECEMBER 31, 2020 {1}------------------------------------------------ **UNITED STA TES SECURITIESANDEXCHANGECOMMISSION Washington, D.C. 20549** 0MB APPROVAL 0MB Number: 3235-0123 Expires: October 31, 2023 Estimated average burden hours oerresponse .... . . 12.00 SEC FILE NUMBER 8-50911 # **ANNUAL AUDITED REPORT FORM X-17A-5 PARTIII** **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 O 1/01/2020 | | AND ENDING 12/31/2020 | ---------- | | |----------------------------------------------------------------------------------------------|---------------------------------------------------------------------|-----------------------|--------------------------------|--| | | MM/DDNY | | MM/DDNY | | | | A. REGISTRANT IDENTIFICATION | | | | | NAME OF BROKER-DEALER: MANORHAVEN CAPITAL, LLC | | OFFICIAL USE ONLY | | | | ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use P.O. Box No.) | | | FIRM 1.0. NO. | | | 120 WALL STREET, 25th FLOOR | | | | | | | {No. and Street) | | | | | NEW YORK | NY | | 10005 | | | {City) | (State) | | (Zip Code) | | | NAME AND TELEPHONE NUMBER OF PERSON TO CONTACT IN REGARD TO THIS REPORT
GENNARO J. FULVIO | | | (212) 490-3113 | | | | | | (Area Code - Telephone Number) | | | | B. ACCOUNTANT IDENTIFICATION | | | | | INDEPENDENT PUBLIC ACCOUNT ANT whose opinion is contained in this Report* | | | | | | DASKOWSKI, TOMPKINS, WEG & CABONELLA, CPA PC | | | | | | | (Name - if individual, state last, first, middle name) | | | | | 278 ROUTE 34 | MATAWAN | NJ | 07747 | | | (Address) | (City) | (State) | (Zip Code) | | | CHECK ONE: | | | | | | !certified Public Accountant | | | | | | Public Accountant | | | | | | B | Accountant not resident in United States or any of its possessions. | | | | | | FOR OFFICIAL USE ONLY | | | | | | | | | | | | | | | | | | | | | | *\*Claims for exemptionjrom 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 0MB control number.** SEC 1410 (11-05) {2}------------------------------------------------ #### **OATH OR AFFIRMATION** | ______
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I, _ZA_C_H_A_R_Y_M_A_RA_N_S
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_ | , swear (or affirm) that, to the best of | | | | | |------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------|--|--|--|--| | my knowledge and belief the accompanying financial statement and supporting schedules pertaining to the firm of
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MANORHAVEN CAPITAL, LLC
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as | | | | | | of DECEMBER 31 | are true and correct. I further swear (or affirm) that | | | | | | neither the company nor any partner, proprietor, principal officer or director has any proprietary interest in any account | | | | | | | classified solely as that of a customer, except as follows: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | DAVID BARNETT | | | | | | | NOTARY PUBLIC-STATE OF NEW YORK | | | | | | | No. 01BA6399087 | | | | | | | Qualified in New York County | | | | | | | My Commission Expires 10-15-2023
Title | | | | | | | | | | | | | | Notary Public | | | | | | | | | | | | | | This report** contains (check all applicable boxes): | | | | | | | @ (a) Facing Page.
@ (b) Statement of Financial Condition. | | | | | | | O (c) Statement oflncome (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 Changes in Financial Condition. | | | | | | | (e) Statement of Changes in Stockholders' Equity or Partners' or Sole Proprietors' Capital. | | | | | | | (f) Statement of Changes in Liabilities Subordinated to Claims of Creditors. | | | | | | | §
(g) Computation of Net 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. | | | | | | | 0 G) A Reconciliation, including appropriate explanation of the Computation ofNet Capital Under Rule l 5c3-l and the | | | | | | | Computation for Determination of the Reserve Requirements Under Exhibit A of Rule 15c3-3. | | | | | | | 0 (k) A Reconciliation between the audited and unaudited Statements of Financial Condition with respect to methods of | | | | | | | consolidation. | | | | | | | (I) An Oath or Affirmation. | | | | | | | (m) A copy of the SIPC Supplemental Report.
~ | | | | | | | (n) A report describing any material inadequacies found to exist or found to have existed since the date of the previous audit. | | | | | | | ** For conditions of confidential treatment of certain portions of this filing, see section 240.17a-5(e)(3). | | | | | | | | | | | | | {3}------------------------------------------------ DASZKOWSKI, TOMPKINS, WEG & CARBONELLA, P.C. Certified Public Accountants & Advisors Walter Daszkowski, CPA, PFS Michele Tompkins, CPA Made Weg, CPA, PF\$ Dan Carbonella, CPA **Michael R.** Femlro, CPA **Richard P.** Wismer, CPA #### **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To the Member of Manorhaven Capital LLC #### **Opinion on the Financial Statement** We have audited the accompanying statement of financial condition of Manorhaven Capital LLC as of December 31, 2020, 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 Manorhaven Capital LLC as of December 31, 2020 in conformity with accounting principles generally accepted in the United States of America. #### **Basis for Opinion** This financial statement is the responsibility of Manorhaven Capital LLC's management. Our responsibility is to express an opinion on Manorhaven 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 Manorhaven 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. Daszkowski, Tompkins, Weg & Carbonella, CPA, P.C. We have served as Manorhaven Capital LLC auditor since 2017. Matawan, NJ February 26, 2021 {4}------------------------------------------------ ## MANORHAVEN CAPITAL LLC STATEMENT OF FINANCIAL CONDITION DECEMBER 31, 2020 #### ASSETS | Cash and cash equivalents
Other assets | | \$
180,196
6,961 | |-------------------------------------------|-------|------------------------| | Fixed assets | 2,073 | | | Accumulated depreciation | (148) | | | Net of fixed assets | | 1,925 | | | | | | TOTAL ASSETS | | \$
189,082 | | | | | | | | | | | | | | LIABILITIES AND MEMBER'S EQUITY | | | | | | | | LIABILITIES | | | | Accrued expenses and other liabilities | | \$
14,912 | | | | | | MEMBER'S EQUITY | | 174,170 | | | | | | TOTAL LIABILITIES AND MEMBER'S | | |--------------------------------|---------------| | EQUITY | \$
189,082 | The accompanying notes are an integral part of this statement {5}------------------------------------------------ ## MANORHAVEN CAPITAL LLC NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2020 # **1. ORGANIZATION AND NATURE OF BUSINESS** Manorhaven Capital LLC (the "Company") is a broker-dealer registered with the Securities and Exchange Commission and is a member of the Financial Industry Regulatory Authority (FINRA). The Company was formed as a Delaware Limited Liability Company on March 4, 1998 and became a broker-dealer on May 22, 1998. The Company is a wholly-owned subsidiary of Coincross LLC (the "Parent" and sole "Member"). The Company engages in investment banking services including mergers and acquisitions, financial advisory, and debt and equity private placements. The Company was engaged in broker-dealer business that operates on a fully disclosed basis through its clearing broker RSC Capital Markets LLC and the relationship terminated in 2019. ## **2. SIGNIFICANT ACCOUNTING POLICIES** #### Basis of Presentation The accounting policies and reporting practices of the Company conform to the predominant practices in the broker-dealer industry and are in accordance with accounting principles generally accepted in the United States of America. #### Use of estimates The preparation of financial statements in conformity with U.S. GAAP 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 reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. #### Revenue recognition Investment banking advisory fees income is recognized at the point that performance under the arrangement is completed (generally, the closing date of the transaction). Revenue recognition of retainers and other fees received from customers is generally deferred until an engagement is completed, or terminated. Commission income and related clearing expenses are recorded on a trade date basis. The Company believes that the performance obligation is satisfied on the trade date because that is when the underlying financial instrument or purchaser is identified, the pricing is agreed upon and the risks and rewards of ownership have been transferred to/from customer. {6}------------------------------------------------ ## MANORHAVEN CAPITAL LLC NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2020 (continued) ## **2. SIGNIFICANT ACCOUNTING POLICIES (continued)** ## Leases In February 2016, the FASS issued ASU 2016-02 Leases - (Topic 842). ASU 2016-02 requires the recognition of leases asset and lease liabilities on the balance sheet related to the rights and obligations created by lease agreements, including those leases classified as operating leases under previous GAAP, along with the key information disclosures. ASU is effective for certain companies for fiscal year beginning after December 15, 2018. Early adoption is permitted. The Company has adopted ASU 2016- 02 as of January 1, 2019. ### Statement of Cash Flows For purposes of the Statement of Cash Flows, the Company has defined cash equivalents as highly liquid investments, with original maturities of less than three months that are not held for sale in the ordinary course of business. #### Income taxes The Company is a single member limited liability company that will be treated as a disregarded entity for income taxes purposes. Its income is included in the Parent's tax return, as such, there is no income tax provision required on these financial statements. #### **3. FAIR VALUE MEASUREMENT** The Company follows FASS ASC Section 820 for fair value measurements which defines fair value and establishes a fair value hierarchy organized into three levels based upon the input assumptions used in valuing assets and liabilities. Level 1 inputs have the highest reliability and are for identical assets and liabilities with unadjusted quoted prices in active markets. Level 2 inputs relate to assets and liabilities with unadjusted quoted prices in active market which are observable either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability and are used to the extent that observable inputs do not exist. As of December 31, 2020, none of the assets and liabilities were required to be reported at fair value on a recurring basis. The carrying value of non-derivative financial instruments, including cash, accounts receivable, prepaid expenses and accounts payable, approximate their fair values due to the short term nature of these financial instruments. There were no changes in methods or assumptions during the year ended December 31, 2020. {7}------------------------------------------------ ### MANORHAVEN CAPITAL LLC NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2020 (continued) ## **4. COMMITMENTS AND CONTINGENT LIABILITIES** The Company has evaluated commitments and contingencies in the accordance with FASS ASC 440, Commitments, and FASS ASC 450, Contingencies. The Company occupied space in New York City under a lease which expired July 31, 2019. Thereafter the Company lease is on a month to month basis. The Company has adopted ASU 2016-02 Leases - (Topic 842) as of January 1, 2019. ASU 2016-02 has no material impact on the financial condition and the result of operations. The Company had no contingent liabilities and has not been named as a defendant in any lawsuit at December 31, 2020 or the year then ended. ## **5. CONCENTRATION OF CREDIT RISK FOR CASH** The Company may, during the ordinary course of business, maintain account balances with banks in excess of federally insured limits. The Company has not experienced losses on these accounts, and management believes that the Company is not exposed to significant risks on such accounts. #### **6. GUARANTEES** FASS ASC 460, Guarantees, requires the Company to disclose information about its obligations under certain guarantee arrangements. FASS ASC 460 defines guarantees as contracts and indemnification agreements that contingently require a guarantor to make payments to the guaranteed party based on changes in an underlying factor (such as an interest or foreign exchange rate, security or commodity price, and index or the occurrence or nonoccurrence of a specified event) related to an asset, liability or equity security of a guaranteed party. This guidance also defines guarantees as contracts that contingently require the guarantor to make payments to the guaranteed party based on another entity's failure to perform under an agreement as well as indirect guarantees of the indebtedness of others. The Company has issued no guarantees at December 31, 2020 or during the year then ended. {8}------------------------------------------------ ### MANORHAVEN CAPITAL LLC NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2020 (continued) ## **7. NET CAPITAL REQUIREMENTS** The Company is subject to the Securities and Exchange Commission's Uniform Net Capital Rule 15c3-1, which requires the maintenance of minimum net capital and requires that the ratio of aggregate indebtedness to net capital, both as defined, shall not exceed 15 to 1. At December 31, 2020, the Company had net capital of \$165,284which exceeded the minimum requirement of \$50,000 by \$115,284. The Company's ratio of aggregate indebtedness to net capital ratio was 0.09 to 1. ## **8. RELATED PARTY TRANSACTIONS** The Company pays rent to a related party. The initial lease term ended on July 31, 2019, and thereafter, the rental agreement is on a month-to-month basis. ## **9.SUBSEQUENTEVENTS** The Company has performed an evaluation of events that have occurred through the date that these financial statements were 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, except as noted below. The Company has entered into a Membership Interests Purchase Agreement to sell 100% of the Company to Prometheum, Inc. a Delaware corporation ("Prometheum"). The agreement was executed by buyer and seller on October 9, 2020. However, the acquisition by Prometheum is subject to prior approval by FINRA. This approval is still pending as of December 31, 2020. #### Uncertainties due to Coronavirus The outbreak of the novel coronavirus (COVID-19) in many countries continues to adversely impact global commercial activity and has contributed to significant volatility in financial markets. The World Health Organization has declared COVID-19 a "Public Health Emergency of International Concern." The global impact of the outbreak continues to evolve, and as cases of the virus have continued to identified, many countries have reacted by instituting quarantines and restrictions on travel. Such actions are creating disruption in global supply chains, and adversely impacting a number of industries. The outbreak could have a continued adverse impact on economic and market conditions and trigger a period of global economic slowdown. The rapid development and fluidity of this situation precludes any prediction as to the ultimate adverse impact of COVID-19. Nevertheless, COVID-19 could have material impact on the Company's financial statements. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.