# SHELTER ROCK CAPITAL GROUP LLC X-17A-5 (2024-03-26) — Broker-dealer annual report - Company: SHELTER ROCK CAPITAL GROUP LLC - Form: X-17A-5 - Filed: 2024-03-26 - Period: 2023-12-31 - Accession: 0001513552-24-000001 - CIK: 1513552 - File #: 8-68818 - Type: Broker-dealer - Material weakness: No - Auditor: Ohab & Company, P.A. - Auditor location: Maitland, FL - Contact: John Fulvio - Phone: 2124903113 - Email: jfulvio@fulviollp.com - Website: fulviollp.com - Signed by: Gennaro John Fulvio (CFO) Original filing: https://www.sec.gov/Archives/edgar/data/1513552/000151355224000001/sheltpub23.pdf --- {0}------------------------------------------------ # **Shelter Rock Capital Group, LLC** **Statement of Financial Condition December 31, 2023** {1}------------------------------------------------ **UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549** 0MB APPROVAL 0MB Number: 3235-0123 Expires: Nov. 30, 2026 Estimated average burden hours per response: 12 **ANNUAL REPORTS FORM X-17A-5 PART** Ill SEC FILE NUMBER 8-68818 **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 **O 1/01/2023** MM/DD/VY MM/DD/VY **A. REGISTRANT IDENTIFICATION** NAME OF FIRM: SHELTER ROCK CAPITAL GROUP LLC TYPE OF REGISTRANT (check all applicable boxes): 0 Broker-dealer □ Security-based swap dealer D Check here if respondent is also an OTC derivatives dealer D Major security-based swap participant AND ENDING **12/31/2023** ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) # 10 EAST 53RD, SUITE 1200 | | | (No. and Street) | | | | |------------------------------------------------------------------------------------------------------------------------|--|------------------------------------------------------------|--------------------------------------------|-----------------|--| | NEW YORK | | NY | | 10022 | | | (City) | | (State) | | (Zip Code) | | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | | | GENNARO FULVIO | | 212-490-3113 | JFULVIO@FULVIOLLP.COM | | | | (Name) | | (Area Code - Telephone Number) | | (Email Address) | | | | | B. ACCOUNTANT IDENTIFICATION | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing*
OHAB & COMPANY, P.A. | | (Name - if individual, state last, first, and middle name) | | | | | 100 EST SYBELIAAVENUE, SUITE #130 | | MAITLAND | FL | 32751 | | | (Address) | | (City) | (State) | (Zip Code) | | | 07/28/2004 | | | 1839 | | | | r·
of Reg;,t,aU,a w;th PCAOB){;f appl;c,ble) FOR OFFICJAL USE ONLY | | | (PCAOB Reg;,t,atioo Nombec, ;t appl;c,ble) | | | | | | | | | | | * 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-S(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. {2}------------------------------------------------ #### **OATH OR AFFIRMATION** | I, GENNARO JOHN FULVIO | swear (or affirm) that, to the best of my knowledge and belief, the | |---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------| | financial report pertaining to the firm of SHELTER ROCK CAPITAL GROUP LLC | as of | | 2~ | is true and correct. I further swear (or affirm) that neither the company nor any | | 12/31 | partner, officer, director, or equix~~~1~s the case may be, has any proprietary interest in any account classified solely | | as that of a customer.
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1111110'1111 ,,,,,, | 0" ~ | #### **This filing\*\* contains (check all applicable boxes):** - **ii** (a) Statement of financial condition. - **!iii** (b) Notes to consolidated statement of financial condition. - 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 sole proprietor's equity. - □ (f) Statement of changes in liabilities subordinated to claims of creditors. - □ (g) Notes to consolidated financial statements. - □ (h) Computation of net capital under 17 CFR 240.15c3-1 or 17 CFR 240.18a-1, as applicable. - □ (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 B to 17 CFR 240.15c3-3 or Exhibit A to 17 CFR 240.18a-4, as applicable. - □ (I) Computation for Determination of PAB Requirements under Exhibit A to§ 240.15c3-3. - D (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 FOCUS Report with computation of net capital or tangible net worth under 17 CFR 240.15c3-l, 17 CFR 240.18a-1, or 17 CFR 240.18a-2, as applicable, and the reserve requirements under 17 CFR 240.15c3-3 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 240.17a-12, or 17 CFR 240.18a-7, as applicable. - [] (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. - **ii** (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 applic~ble. - □ (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. - D (w) Independent public accountant's report based on a review of the exemption report under 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - D (x) Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.15c3-le or 17 CFR 240.17a-12, as applicable. - □ (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). D (z) Other:------------------------------------- - \*\*To request confidential treatment of certain portions of this fifing, see 17 CFR 240.17a-5(e){3} or 17 CFR 240.18a-7(d){2), as applicable. {3}------------------------------------------------ # **Shelter Rock Capital Group, LLC Table of Contents December 31, 2023** | | Page(s) | |---------------------------------------------------------|---------| | Report of Independent Registered Public Accounting Firm | 1 | | Financial Statement | | | Statement of Financial Condition | 2 | | Notes to the Statement of Financial Condition | 3-7 | {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) I 00 E. Sybelia Ave. Suite 130 Maitland, FL 32751 *Certified Public Accountants* Email: pam@ohabco.com Telephone 407-740-7311 Fax 407-740-6441 # REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Members of Shelter Rock Capital Group, LLC #### **Opinion on the Financial Statement** We have audited the accompanying statement of financial condition of Shelter Rock Capital Group, LLC as of December 31, 2023, 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 Shelter Rock Capital Group, 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 Shelter Rock Capital Group, LLC's management. Our responsibility is to express an opinion on Shelter Rock Capital Group, 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 Shelter Rock Capital Group, 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 Shelter Rock Capital Group, LLC's auditor since 2023. Maitland, Florida March 19, 2024 {5}------------------------------------------------ # **Shelter Rock Capital Group, LLC Statement of Financial Condition December 31, 2023** | Assets | | |-------------------------------------------------------------------|-----------------| | Cash | \$
688,405 | | Accounts receivable | 1,170,867 | | Right of use asset | 349,849 | | Prepaid expenses | 89,325 | | Due from affiliated companies | 308,374 | | Equipment, net of accumulated depreciation of \$30,999 | 34,339 | | Leasehold improvement, net of accumulated depreciation of \$2,800 | 4,200 | | Secured line of credit | 55,547 | | Total Assets | \$
2,700,906 | | | | | Liabilities and Member's Equity | | | Liabilities | | | Accounts payable and accrued expenses | \$
49,160 | | Lease obligation | 379,437 | | Deferred revenue | 500 | | Total Liabilities | 429,097 | | Member's Equity | 2,271,809 | | Total Liabilities and Member's Equity | \$
2,700,906 | The accompanying notes are an integral part of this statement. {6}------------------------------------------------ ## **1. Organization and Nature of Business** Shelter Rock Capital Group, 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"). The Company markets and distributes specialized investment management strategies for institutional investors. The Company is a wholly owned subsidiary of Shelter Rock Capital Holdings, LLC (the "Parent"). ## **2. Summary of Significant Accounting Policies** #### **Basis of Presentation** The Company's financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("US GAAP"). ### **Use of Estimates** The preparation of financial statements in conformity with US 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 these estimates. ### **Fair Value of Financial Instruments** The Company's financial instruments consist of cash, accounts receivable, receivable from affiliated company, and accounts payable. The fair value of cash is based upon the bank balance at December 31, 2023. The fair value of accounts receivable, receivable from affiliated company, and accounts payable is estimated by management to approximate their carrying values at December 31, 2023. #### **Fixed Assets** Equipment and leasehold improvements are stated at cost less accumulated depreciation. Depreciation is based on the straight-line method over the estimated useful life as follows: | Assets | Estimated Useful Life | | | |------------------------|-----------------------|--|--| | Equipment | 5 Years | | | | Leasehold improvements | Duration of lease | | | #### **Accounts Receivable** Accounts receivable are recorded at the invoiced amount. In estimating any required allowance for doubtful accounts, management considers historical losses adjusted to take into account current market conditions and the Company's customers' financial condition, the amount of receivables in dispute, and the current receivables aging and current payment patterns. The Company reviews its {7}------------------------------------------------ # **2. Summary of Significant Accounting Policies (continued)** accounts receivable monthly. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. Allowance for doubtful accounts was not required as of December 31, 2023. ### **Allowance for Credit Losses** Effective January 1, 2020, the Company adopted ASC Topic 326, Financial Instruments – Credit Losses ("ASC 326"). ASC 326 impacts the impairment model for certain financial assets measured at amortized cost by requiring a current expected credit loss ("CECL") methodology to estimate expected credit losses over the entire life of the financial asset, recorded at inception or purchase. Under the accounting update, the Company has the ability to determine there are no expected credit losses in certain circumstances. The Company considers factors such as historical experience, credit quality, age of balances and current and future economic conditions that may affect the Company's expectation of the collectability in determining the allowance for credit losses. The Company's expectation is that the credit risk associated with fees receivables is not significant and expects collection in accordance with industry standards. Management does not believe that an allowance is required as of December 31, 2023. ## **Revenue Recognition** The Company recognizes revenue 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. Revenues from investment banking and advisory services are recorded in accordance with the terms of the related investment banking and advisory service agreements. These agreements are generally recognized at the point in time that performance obligations under the arrangement is satisfied (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 client. In some circumstances, significant judgement is needed to determine 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 included in deferred revenue on the balance sheet. #### **Cash and Cash Equivalents** For purposes of reporting the statement of cash flows, the Company considers all cash accounts, which are not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. Cash balances in excess of FDIC and similar insurance coverage are subject to the usual banking risks associated {8}------------------------------------------------ with funds in excess of those limits. At December 31, 2023 the Company had no uninsured cash balances. ### **Significant Judgments** Revenue from contracts with customers includes fees from investment banking. The recognition and measurement of revenue is based on the assessment of individual contract terms. Significant judgment is required to determine whether performance obligations are satisfied at a point in time or over time; how to allocate transaction prices where multiple performance obligations are identified; when to recognize revenue based on the appropriate measure of the Company's progress under the contract; whether revenue should be presented gross or net of certain costs; and whether constraints on variable consideration should be applied due to uncertain future events. ## **Income Taxes** The Company is a single member Limited Liability Company. As such, the Company is a disregarded entitiy for tax purposes and is not subject to federal or state income taxes on its income. The Internal Revenue Code provides that any income or loss is passed through to the member for federal and state income tax purposes. The Company is subject to New York City Unicorporated Business Tax for which it provides income taxes and the related accounts under the asset and liability method. During 2023, there is income allocable to New York City and accordingly, a provision for income taxes is reflected in the accompanying Statement of Operations. The Company recognizes and measures its unrecognized tax benefits in accordance with FASB ASC 740, *Income Taxes.* Under that guidance the Company assesses the likelihood, based on their technical merit, that tax positions will be sustained upon examination based on the facts, circumstances and information available at the end of each period. The measurement of unrecognized tax benefits is adjusted when new information is available, or when an event occurs that requires a change. At December 31, 2023, management has determined that the Company had no uncertain tax positions that would require financial statement recognition. #### **Leases** The Company calculates its operating lease right-of-use asset and operating lease liability using its incremental borrowing rate and terms under the lease agreements. Lease payments for leases with a term of 12 months or less are expensed on a straight-line basis over the term of the lease with no lease asset or liability recognized. The Company amortizes the operating lease right-ofuse asset over the lease term. # **3. Equipment and leasehold improvements** Equipment and leasehold improvements at December 31, 2023 are as follows: | Equipment | \$
51,093 | |--------------------------------|--------------| | Less: accumulated depreciation | (19,574) | | | \$
31,519 | {9}------------------------------------------------ | Leasehold improvements
Less: accumulated depreciation | \$
7,000
(400) | |----------------------------------------------------------|----------------------| | | \$
6,600 | | | | | Furniture | \$
5,824 | | Less: accumulated depreciation | (2,002) | | | \$
3,822 | Depreciation expense for the year ended December 31, 2023 was \$13,826. #### **4. Exemption from SEC Rule 15c3-3** The Company has no possession or control obligations under SEC Rule 15c3-3(b) or reserve deposit obligations under SEC Rule 15c3-3(e) in reliance on footnote 74 because its business is limited to: -Private placements of securities -Merger and acquisition advisory services #### **5. Net Capital Requirements** 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 and that 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 \$609,157, which was \$603,907 in excess of its minimum requirement of \$5,250. The Company's net capital ratio was 0.13 to 1. #### **6. Related Party Transactions** For the year ended December 31, 2023, \$118,406 of expenses were incurred by the Company on behalf of the Parent of the Company. This amount is included in due from affiliated companies on the balance sheet. #### **7. Concentrations** During the year ended December 31, 2023, four customers accounted for 68% of the total revenue, and one customer accounted for 44% of the total accounts receivable. The Company maintains all of its cash in one financial institution, which at times, may exceed federally insured limits. The Company has not experienced any loss in this account and believes it is not subject to any significant credit risk. #### **8. Commitments and Contingencies** #### **Leasing Agreements** The Company has an active lease for office space expiring in September 2025. The lease require monthly lease payments of \$18,832 through July 2024, \$19,162 from August 2024 through July 2025, and \$19,497 from August 2025 through September 2025 . The Company has agreed to pay {10}------------------------------------------------ for all utilities, real estate taxes, maintenance and insurance. These costs are not included in the measurement of lease assets and liabilities. Future annual minimum rental commitments for the two years ending December 31, 2023 are set forth below: | | Base Rent | |-------|-----------| | 2024 | 227,637 | | 2025 | 173,128 | | Total | 400,765 | The office lease charge, including utilities, was \$222,561 for the year ended December 31, 2023. The exercise of the lease renewal options is at the sole discretion of the Company. The Company has a secured letter of credit in the amount of \$55,547 in lieu of security deposit for the office space. The Company calculated its operating right-of-use assets and operating lease liabilities over the remaining term of 2 years using its incremental borrowing rate of 6.00%. Amounts reported in the balance sheet in connection with the lease as of December 31, 2023 were as follows: | Right of use asset | \$
349,849 | |--------------------|---------------| | Lease liability | \$
379,437 | The maturities of operating lease liabilities as of December 31, 2023, are as follows: | 2024 | 227,637 | |----------------------------------------------|----------| | 2025 | 173,128 | | Total lease payments | 400,765 | | Less: Interest | (21,328) | | Present value of operating lease liabilities | 379,437 | The Company had no contingent liabilities and had not been named as a defendant in any lawsuit at December 31, 2023, or during the year then ended. #### **9. Subsequent Events** Subsequent events have been evaluated through March 19, 2024, the date the financial statements were filed. There have been no subsequent events requiring recogniztion or disclosure in the financial statements. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.