# GREENLEYS CAPITAL MARKETS LLP X-17A-5 (2022-03-30) — Broker-dealer annual report - Company: GREENLEYS CAPITAL MARKETS LLP - Form: X-17A-5 - Filed: 2022-03-30 - Period: 2021-12-31 - Accession: 0001586743-22-000001 - CIK: 1581829 - File #: 8-69319 - Type: Broker-dealer - Material weakness: No - Auditor: Raphael, Goldberg, Nikpour, Cohen, Sullivan CPA's PLLC - Auditor location: Woodbury, NY - Contact: John Clarke Gray - Phone: 9172381263 - Email: clarke@taylorgrayllc.com - Website: taylorgrayllc.com - Signed by: John Clarke Gray (CFO) Original filing: https://www.sec.gov/Archives/edgar/data/1581829/000158674322000001/fixedgcm21.pdf --- {0}------------------------------------------------ | | UNITED STATES | | 0MB APPROVAL | | |--------------------------------------------------|-----------------------------------------------------------------------------------------------------------|--------------------------|-------------------------------------------------|--| | | SECURITIES AND EXCHANGE COMMISSION | | 0MB Number: 3235-0123
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12 | | | | ANNUAL REPORTS | | SEC FILE NUMBER | | | | FORM X-17A-5 | | 8-69319 | | | | PART Ill | | | | | | | | | | | | FACING PAGE | | | | | | Information Required Pursuant to Rules 17a-S, 17a-12, and 18a-7 under the Securities Exchange Act of 1934 | | | | | FILING FOR THE PERIOD BEGINNING | AND ENDING | _______
12/31/21
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MM/DD/YY | | MM/DD/YY | | | | A. REGISTRANT IDENTIFICATION | | | | | | | | | | | NAME OF FIRM: | __________________________
Greenleys Capital Markets LLP | | _ | | | | | | | | | | TYPE OF REGISTRANT (check all applicable boxes): | | | | | I&! Broker-deafer | D Security-based swap deafer | | □ Major security-based swap participant | | | | D Check here if respondent is also an OTC derivatives dealer | | | | | | ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.} | | | | | 420 Lexington Avenue, Suite 1402 | | | | | | | (No. and Street) | | | | | New York | NY | | 10017 | | | | | | | | | | (City)
{State) | | (Zip Code) | | | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | J. Clarke Gray | 917-238-1263 | | Clarke@taylorgrayllc.com | | | (Name) | (Area Code - Telephone Number) | | (Email Address) | | | | 8. ACCOUNTANT IDENTIFICATION | | | | | | | | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing* | | | | | | Raphael, Goldberg, Nikpour, Cohen, Sullivan, CPA's PLLC | | | | | | (Name - if individual, state last, first, and middle name) | | | | | 97 Froehlich Farm Road | Woodbury | NY | 11797 | | | | | | | | | (Address) | (City) | (State) | (Zip Code) | | | 02/23/10 | | 5028 | | | | (rate of Registration with PCADB)(lf applicable) | | | (PCADB Registration Number, If applicable) | | | | | | | | | | FOR OFFICIAL USE ONLY | | | | accountant must be supported by a statement of facts and circumstances relied on as the basis of the exemption. See 1i 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. {1}------------------------------------------------ #### **OATH ORAFRRMATION** I, J. Clarke Gray swear (or affirm) that, to the best of my knowledge and belief, the financial report pertaining to the firm of Greenleys Capital Markets LLP as of 12131/2021 2~ is true and correct. I further swear {or affirm) that neither the company nor any partner, officer, director, or equivalent person, as the case may be, has any proprietary interest in any account classified solely as that of a customer. ![](_page_1_Figure_4.jpeg) #### This fill~• contains (check all applfcabfe **boxes):** - r;i (a) Statement of financial condition. - ef (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 (d) Statement of cash **flows.** - □ (e) Statement of changes in stockholders' or partners' or sole proprietor's equity. - D (f) Statement of changes in liabilities subordlnated 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. - D (i) Computation of tangible net worth under 17 CFR 240.18a-2. - □ 0) Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.15c3-3. - □ (kl Computatfon 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.lBa-4, as applicable. - D (I) Computation for Determination of PAB Requirements under Exhibit A to§ 240.1Sc3-3. - D (m) Information relating to possession or control requirements for customers under 17 CFR 240.1Sc3-3. - D (n) Information relating to possession or control requirements for security.based swap customers under 17 CFR 240.15c:3-3(p)(2) or 17 CFR 240.188-4, as appllcable. - □ (o) Reconciliations, including appropriate explanations, of the FOCUS Report with computation of net capital or tangible net worth under 17 CFR 240.1Sc3-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.lSa-4, as applfcable, ff material differences exist, or a statement that no material differences exist. - □ (pl Summary of flnandal data for subsidiaries not consolidated in the statement of flnandal condition. - *ri* (q) Oath or affirmation in accordance with 17 CFR 240.17a-S, 17 CFR 240.17a-12, or 17 CFR 240.ls.t.7, as applicable. - □ (r) Compliance report tn accordance with 17 CFR 240.17a-5 or 17 CFR 240.lSa-7, as applicable. - D (s) Exemption report In accordance with 17 CFR 240.17a-5 or 17 CFR 240.lSa-7, as applicable. - ~ (t) Independent publlc accountant's report based on an examination of the statement of financial condition. - 0 (u) Independent publfc accountant's report based on an examination of the financial report or ffnandal statements under 17 CFR 240.17a-S, 17 CFR 240.18a-7, or 17 CFR 240.17a-12, as applfcable. - □ (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 review of the exemption report under 17 CFR 240.17a-S or 17 CFR 240.lSa-7, as applicable. - D (x)Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.1Sc3-le or 17 CFR 240.17a•12, as appltcable. - □ (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: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \_ - *•.,-o request confidential treatment of certain portions of this filing, see* l7 *CFR 240.1.7a-5(e){3) or 17 CFR 240.1.Ba-7{d){2), as applicable.* {2}------------------------------------------------ ## GREENLEYS CAPITAL MARKETS LLP STATEMENT OF FINANCIAL CONDITION DECEMBER 31, 2021 {3}------------------------------------------------ ![](_page_3_Picture_0.jpeg) Mark C. Goldberg, CPA Mark Raphael, CPA Floria Samii-Nikpour, CPA Allon B. Cohen, CPA Michael R. Sullivan, CPA Founding Partner: Melvin Goldberg, CPA Anita C. Jacobsen, CPA #### **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To the Partners of Greenleys Capital Markets LLP #### **Opinion on the Financial Statement** We have audited the accompanying statement of financial condition of Greenleys Capital Markets LLP (the "Company"} as of December 31, 2021, and the related notes to the financial statement. In our opinion, the statement of financial condition presents fairly, in all material respects, the financial position of Greenleys Capital Markets LLP as of December 31, 2021, 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 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 statement. 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 statement. We believe that our audit provides a reasonable basis for our opinion. Raphael Goldberg Nikpour Cohen & Sullivan Certified Public Accountants PLLC We have served as the Company's auditors since 2016 Woodbury, New York March 28, 2022 {4}------------------------------------------------ # **GREENLEYS CAPITAL MARKETS LLP CONTENTS December 31, 2021** # Page | Report of Independent Registered Public Accounting Firm I | | | | | |------------------------------------------------------------|--|--|--|--| | Financial Statement | | | | | | Statement of Financial Condition 2 | | | | | | Notes to Financial Statement 3-7 | | | | | {5}------------------------------------------------ # **GREENLEYS CAPITAL MARKETS LLP Statement of Financial Condition December 31, 2021** | ASSETS | | | |----------------------------------------------------------------------|----|--------------| | Cash | | 334,439 | | Accounts receivable (net of allowance for doubtful accounts \$5,250) | | | | Receivable from affiliated entity | | 129,471 | | Prepaid expenses | | 1,533 | | Security deposit | | 1,000 | | TOT AL ASSETS | | 466,443 | | LIABILITIES AND MEMBERS' CAPITAL
LIABILITIES | | | | Accounts payable and accrued expenses | | 17,749
\$ | | | | 17,749 | | MEMBERS' CAPITAL | | 448,694 | | TOT AL LIABILITIES AND MEMBERS' CAPITAL | \$ | 466,443 | 2 The accompanying notes are an integral part of *this* financial statement. {6}------------------------------------------------ # **NOTE 1-ORGANIZATION AND NATURE OF BUSINESS** GREENLEYS CAPITAL MARKETS LLP (name changed from LXM USA LLP on June 24, 2021) (the "Company") was formed in the State of Delaware as a Limited Liability Partnership ("LLP") on February 15, 2013. The Company's purpose is to carry on a general brokerage and financial business, but more specifically to act as a broker-dealer in marketable securities to its institutional clients. The Company is owned by six individuals who manage a similar business in Europe. The Company is a broker-dealer registered with the Securities and Exchange Commission (the "SEC"). The Company is also a member of the Financial Industry Regulatory Authority ("FINRA") and the Securities Investor Protection Corp ("SIPC"). The Company operates out of its sole office in New York City. ## **NOTE 2** - **SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES** ## *BASIS OF PRESENTATION* The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP"). ## *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 these estimates. ### *CASH AND CASH EQUIVALENTS* The Company has defined cash equivalents as highly liquid investments with original maturities of less than 90 days which are not held for sale in the ordinary course of business. #### *FAIR VALUE OF FINANCIAL INSTRUMENTS* The Company's financial instruments consist of cash, accounts receivable, receivable from affiliated entity, and accounts payable. The fair value of cash is based upon the bank balance at December 31, 2021. The fair value of accounts receivable, receivable from affiliated entity and accounts payable is estimated by management to approximate their carrying value at December 31, 2021. {7}------------------------------------------------ ## **NOTE 2** - **SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES( CONTINUED)** ### *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 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. The Company maintains an allowance for doubtful accounts of \$5,250 as of December 31, 2021 which represents known and inherent risks from customers. Based on the judgement of management this adequately provides for such losses. ### *INCOME TAXES* The Company is a limited liability partnership and is treated as a passthrough entity for income tax reporting purposes. No provision for federal or state income taxes has been made since the Company is not a taxable entity. The members are individually liable for the taxes on their share of the partnership's income or loss. The Company is, however, subject to the New York City Unincorporated Business Tax ("UBT). The Company recognizes and measures unrecognized tax benefits in accordance with FASB ASC 740, "Income Taxes". Under the guidance the Company assesses the likelihood, based on their technical merit, that tax positions will be sustained upon the 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, 2021, management has determined that the Company had no uncertain tax positions that would require financial statement recognition. The Company has a deferred UBT income tax asset of approximately \$55,700 at December 31, 2021 related to net operating loss carry forwards and the current year net loss. A valuation allowance has been established offsetting the \$55,700 as the ultimate realization of these benefits is uncertain. The Company had net operating loss carry forwards of approximately \$1,392,000 as of December 31, 2021, which begin to expire in 2033. #### **NOTE 3** - **LOAN PAYABLE** On April 29, 2020 the Company received a \$31,155 loan in accordance with the Payroll Protection Plan created as part of the Cares Act to help small businesses survive the Covid 19 pandemic. The loan bore interest at 1 %. The loan and interest were forgiven in 2021. {8}------------------------------------------------ #### **NOTE 4- CONCENTRATIONS OF CREDIT RISK** During the year ended December 31, 2021, three customers accounted for 75% of the total revenue. The Company maintains all of its cash deposits in one financial institution, which at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts and believes it is not subject to any significant credit risk with respect to these deposits. The Company will engage in various investment and brokerage activities on which counterparties primarily include broker-dealers, banks, and other financial institutions. In the event counterparties do not fulfill their obligations, the Company may be exposed to risk. The risk of default depends on the creditworthiness of the counterparty or issuer of the instrument. It is the Company's policy to act only as an agent in a transaction and to review the credit standing of each counterparty as necessary. ### **NOTE 5** - **NET CAPITAL REQUIREMENTS** The Company is subject to the SEC Uniform Net Capital Rule l 5c3-l. This rule 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, and that equity capital may not be withdraw if the resulting net capital ratio would exceed 10 to 1. At December 31, 2021, the Company's net capital was \$316,690 which was \$66,690 in excess of its minimum requirement of \$250,000 under SEC Rule 15c3-1. The Company's net capital ratio was 0.06 to 1. The Company qualifies under the exemptive provisions of Rule 15c3-3 under sub-paragraph k(2)(i) as the Company does not carry security accounts for customers or perform custodial functions related to customer securities. #### **NOTE 6** - **CONTINGENCIES AND COMMITMENTS** There were no asserted claims or legal proceedings against the Company at December 31, 2021 and during the year then ended. However, the nature of the Company's business subjects it to various claims, regulatory examinations, and other proceedings in the ordinary course of business. The ultimate outcome of any such action against the Company could have an adverse impact on the financial condition, results of operations, or cash flows of the Company. The Company had no lease or equipment rental commitments, no underwriting commitments and no contingent liabilities at December 31, 2021 or during the year then ended. {9}------------------------------------------------ ### **NOTE 7** - **RELATED PARTY TRANSACTIONS** #### *SERVICES PROVIDED BY* **UK** *AFFILIATE* During 2021, the Company was allocated costs from its UK affiliate regarding the Company's participation in various alpha capture programs, for the affiliate's assistance with the 15a-6 client base and to share to cost of clearing services provided by the clearing agent. The Company had a receivable of \$129,471 from the affiliate at December 31, 2021. #### **NOTE 8-GUARANTEES** F ASB ASC 460, *Guarantees,* requires the Company to disclose information about its obligations under certain guarantee arrangements. F ASB 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, an 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, 2021 or during the year then ended. #### **NOTE 9-LEASE** The Company leases office space on a month- to- month basis. #### **NOTE 10- RISKS AND UNCERTAINTIES** The World Health Organization characterized the outbreak of the novel coronavirus ("COVID-19") as a global pandemic on March 11, 2020. COVID-19 continues to adversely impact global and domestic commercial activity and has contributed to significant volatility in financial markets. The Company's business operations and revenue sources have not been significantly impacted by COVID-19. However, if the financial markets and/or the overall economy are impacted for an extended period, the Company's future financial results may be materially adversely affected. {10}------------------------------------------------ # **NOTE 10** - **SUBSEQUENT EVENTS** Subsequent events have been evaluated through March 28, 2022, the date the financial statements were available to be issued. There have been no subsequent events requiring recognition or disclosure in the financial statements. 7 Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.