# NOVA CAPITAL SOLUTIONS, LLC X-17A-5/A (2022-05-20) — Broker-dealer annual report - Company: NOVA CAPITAL SOLUTIONS, LLC - Form: X-17A-5/A - Filed: 2022-05-20 - Period: 2021-12-31 - Accession: 0001630396-22-000006 - CIK: 1630396 - File #: 8-69575 - Type: Broker-dealer - Material weakness: No - Auditor: Raphael Goldberg Nikpour Cohen & Sullivan - Auditor location: Woodbury, NY - Contact: Douglas Colombo - Phone: 3127182573 - Email: kkersey@novacaptl.com - Website: novacaptl.com - Signed by: Douglas Colombo (FINOP) Original filing: https://www.sec.gov/Archives/edgar/data/1630396/000163039622000006/1final.pdf --- {0}------------------------------------------------ | urs ber response:
12 | | |-------------------------|--| | SEC FIFE NUMBER | | | | | | FILING FOR THE PERIOD BEGINNING | 01/01/2021 | AND ENDING | 12/31/2021 | | | | |---------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------|------------------------------------------|-------------------------------|--------------------------------------------|--|--| | | MM/DD/YY | | | MM/DD/YY | | | | A. REGISTRANT IDENTIFICATION | | | | | | | | Nova Capital Solutions, LLC
NAME OF FIRM: | | | | | | | | TYPE OF REGISTRANT (check all applicable boxes):
Broker-dealer
Check here if respondent is also an OTC derivatives dealer | _ Security-based swap dealer | LJ Major security-based swap participant | | | | | | ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) | | | | | | | | 1600 SE 15th Street, Suite 305 | | | | | | | | (No. and Street) | | | | | | | | Fort Lauderdale | FI | | | 33316 | | | | (City) | | (State) | | (Zip Code) | | | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | | | | Krista Kersey | (954) 610-2522 | | kkersey@novacaptl.com | | | | | (Name) | (Area Code - Telephone Number) | | (Email Address) | | | | | | B. ACCOUNTANT IDENTIFICATION | | | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing* | | | | | | | | Raphael Goldberg Nikpour Cohen & Sullivan | | | | | | | | | (Name - if individual, state last, first, and middle name) | | | | | | | 97 Froehlich Farm Blvd. | Woodbury | | NY | 11797 | | | | (Address) | (City) | | (State) | (Zip Code) | | | | February 23, 2010 | | | PCAOB registration no. - 5028 | | | | | (Date of Registration with PCAOB)(if applicable) | | | | (PCAOB Registration Number, if applicable) | | | | * Claims for exemption from the requirement that the annual renorts of an intenendent public | FOR OFFICIAL USE ONLY | | | | | | {1}------------------------------------------------ ![](_page_1_Picture_3.jpeg) | Signature: | |----------------------------------| | Title: | | Managing Member, President & CEO | - - - - - - - - - - - - - - - - - - - - - - - - - - - {2}------------------------------------------------ NOVA CAPITAL SOLUTIONS, LLC ### FINANCIAL STATEMENTS AND SUPPLEMENTAL INFORMATION PURSUANT TO RULE 17a-5 UNDER THE SECURITIES EXCHANGE ACT OF 1934 FOR THE YEAR ENDED DECEMBER 31, 2021 {3}------------------------------------------------ ## TABLE OF CONTENTS | TABLE OF CONTENTS | |----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------| | Oath or Affirmation
1 | | Report of Independent Registered Public Accounting Firm 2 | | Financial Statements: | | Statement of Financial Condition
3 | | Statement of Operations 4 | | Statement of Changes in Members' Equity 5 | | Statement of Cash
Flows 6 | | Notes to Financial Statements
7-9 | | Supplementary Information: | | Computation of Net Capital under Rule 15c3-1 of the Securities and Exchange Commission 10 | | Computation for Determination of Reserve Requirement and Information Relating to
Possession and Control Requirements under Rule 15-c-3-3 of the Securities and Exchange
Commission……………………………………………………………………………………………………11 | | Rule 15c-3-3
Statement
of
Exemption…………………………………………………………………
12 | | | | | {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) ### REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Members of Nova Capital Solutions, LLC ### Opinion on the Financial Statements We have audited the accompanying statement of financial condition of Nova Capital Solutions, LLC 31, 2021 and the related statement of operations, changes in equity, and cash flows for the year ended December 31, 2021, and the related notes to the financial statements. In our opinion, the financial statements present fairly, in all material respects, the financial position of Nova Capital Solutions, LLC as of December 31, 2021, and the results of its operations and its cash flows for the year ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America. ### Basis for Opinion ility is to express an opinion on the ting t 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 statements are 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 statements, 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. ### Supplemental Information The supplemental information, the Computation of Net Capital under Rule 15c3-1 of the Securities and Exchange Commission and the Computation for Determination of Reserve Requirements and information Relating to Possession and Control Requirements under SEC Rule 15c3-3 as contained on pages 10 and 11, has been subjected to audit procedures performed in conjunction with the au supplemental Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with 17 C.F.R. § 240.17a-5. In our opinion, the supplemental information, the Computation of Net Capital under Rule 15c3-1 of the Securities and Exchange Commission and the Computation for Determination of Reserve Requirements and information Relating to Possession and Control Requirements under SEC Rule 15c3-3, is fairly stated in all material respects, in relation to the financial statements as a whole. Raphael Goldberg Nikpour Cohen & Sullivan Certified Public Accountants PLLC 16. Woodbury, New York March 28, 2022 {5}------------------------------------------------ | Current Assets: | | |---------------------------------------|--------------| | Cash and cash equivalents | ക
17,671 | | Other Current Assets | | | Commission Receivable | 1,750 | | Prepaid Expenses | 146 | | Total Assets | ತಿ
19,567 | | LIABILITIES AND MEMBERS' EQUITY | | | Current Liabilities: | | | Accounts payable and accrued expenses | 1,225 | | Total Liabilities | 1,225 | | Members' Equity: | 18,342 | | Total Liabilities and Members' Equity | ക
19,567 | {6}------------------------------------------------ | Revenues: | | | |------------------------------|------|--------| | Private Placement Fees | ತಿ | 53,375 | | Referral Fees | | 5,750 | | Total Revenues | ക്ക | 59,125 | | Expenses: | | | | Commission Expense | ತಿ | 40,736 | | Communication Costs Computer | | 2,467 | | Telephone Expenses | | 2,456 | | Office Expenses | | 2,600 | | Fidelity Bond | | 850 | | Professional Fees | | 3,735 | | Regulatory Fees | | 5,306 | | Membership Fees | | 845 | | Total Expenses | ಕ್ಕಿ | 58,995 | | Net Income | ക | 130 | {7}------------------------------------------------ | Members' Equity, beginning of year | ಳಿ | 9,748 | |------------------------------------|----|--------| | Capital Contributions | | 8.464 | | Return of capital | | | | Net Income | | 130 | | Members' Equity, end of year | ಕೆ | 18,342 | {8}------------------------------------------------ | Cash flows from operating activities: | | |-------------------------------------------------------|---------------| | Net Income | ക
130 | | Adjustments to reconcile net loss to net cash used in | | | operating activities: | | | Changes in assets and liabilities: | | | (Increase) decrease in: | | | Commission Receivable | (1,750) | | Prepaid Expenses | (83) | | Commission Payable | 1,225 | | Accrued Expenses | (230) | | Total Adjustments to reconcile Net Income to Net Cash | | | provided by operations: | (838) | | Net cash used by operating activities | (708) | | Cash provided by Financing activities: | | | Contributions KK | 3,464 | | Contributions NU | 5,000 | | Net cash provided by financing activities | 8,464 | | Net cash increase for period | ಕ್ಕಾ
7,756 | | Cash, beginning of year | ക
9,915 | | Cash, end of year | ക്ക
17,671 | | Supplemental disclosure of cash flow information: | | | Cash paid during the year for interest | ക | | Cash paid during the year for taxes | ക്ക | {9}------------------------------------------------ ### NOTE 1 - DESCRIPTION OF BUSINESS Nova Capital Solutions, LLC (the "Company") is registered as a broker-dealer in securities transactions under the Securities Exchange Act of 1934. The Company is a member of the Financial Industry Regulatory Inc. (FINRA) and the Securities Investor Protection Corporation. The Company is a Florida Limited Liability Corporation. The Company has adopted December 31st as its year-end. Nova Capital Solutions, LLC has been formed to provide financial advisory and private placement services to early stage, growth stage and mature corporate entities. Nova Capital has designed The Company's financial statements are prepared using the accrual method of accounting in accordance structured programs for arranging financings and effecting M&A transactions. The Company expects that 70%-80% of its business will be related to arranging financings. ### NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ### Basis of Presentation with accounting principles generally accepted in the United States of America. ### Cash and Cash Equivalents The Company considers all highly liquid debt instruments with original maturities of three months or less to be cash equivalents. ### Property and Equipment The company has no property or equipment yet. The main office is in the CEO's residence. The accounting treatment for property and equipment will be stated at cost less accumulated depreciation. Depreciation and amortization will be provided using the straight-line method over the estimated economic lives of the assets, which are from five to seven years. Expenditures for maintenance and repairs are charged to expense as incurred. Depreciation expense amounted to \$0 for the year ended December 31, 2021. ### Revenue Recognition Standard ASC-606 In May 2104, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, "Revenue from Contracts with Customers." This standard along with its related amendments, requires companies to recognize 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 Financial Accounting Standards Board (FASB) issued (ASU) No. 2015-14 that deferred the effective date until annual periods beginning after December 15, 2019. Earlier adoption is permitted subject to certain limitations. The Financial Accounting Standards Board (FASB) allows two adoption methods under ASC 606. Companies are permitted to either apply the requirements retrospectively to all prior periods presented, or apply the requirements in the year of adoption, through cumulative adjustment. The Company believes that it will not have a material impact on its financial statements. {10}------------------------------------------------ ### NOVA CAPITAL SOLUTIONS, LLC NOTES TO FINANCIAL STATEMENTS YEAR ENDED DECEMBER 31, 2021 The Company earns revenue from investment banking, consulting, and participating in private placements as a selling group member. Fees for investment banking and consulting are recognized as services provided. Investment banking fees are generally based on a percentage of the total value of a transaction and are recognized upon successful completion. Sales commissions earned as a selling group member are recognized upon the successfully executed and approved subscription agreement. The Company earned \$59,125 in revenue the year ended December 31, 2021. Use of Estimates disclosures. Accordingly, actual results could differ from those estimates. Code, each member is taxed separately on their distributive share of the Company's income whether or NOTE 3 – RELATED PARTY TRANSACTIONS The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and ### Income Taxes Nova Capital was organized on October 9, 2014 as a limited liability company. The Company is treated as a partnership for Federal and State income tax purposes. Under subchapter K of the Internal Revenue not that income is actually distributed. Accordingly, no provision for income taxes has been recorded in the accompanying statement of operations for the year ended December 31, 2021. There were no related party transactions during the audit year. NOTE 4 – NET CAPITAL REQUIREMENTS The Company is subject to the Securities and Exchange Commission Uniform Net Capital Rule (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, except for the first 12 months of operations when it shall not exceed 8 to 1 (and the rule of the "applicable" exchange also provides that equity capital may not be withdrawn or cash dividends paid if the resulting net capital ratio would exceed 10 to 1). At December 31, 2021, the Company had net capital of \$16,447, which was \$11,447 in excess of its required net capital of \$5,000. The Company's ratio of aggregate indebtedness to net capital computed in accordance with Rule 15c3-1 was .074 to 1. NOTE 5 – CONCENTRATIONS OF CREDIT RISK The Company maintains its cash in bank accounts at high credit quality financial institutions. The balances have not exceeded federally insured limits of \$250,000 during the fiscal year ended December During the year ended December 31, 2021, the Company derived their revenues from fees earned from private placements, however, a customer concentration is not applicable. 31, 2021. {11}------------------------------------------------ ### NOVA CAPITAL SOLUTIONS, LLC NOTES TO FINANCIAL STATEMENTS YEAR ENDED DECEMBER 31, 2021 NOTE 6 –FAIR VALUE OF FINANCIAL INSTRUMENTS At December 31, 2021, the Company's financial instruments consist of cash. The fair value of cash is based upon the bank balance at December 31, 2021. NOTE 7 – COMMITMENTS AND CONTINGENCIES The Company is located at 1600 SE 15th Street, Suite 305, Fort Lauderdale, Florida 33316. This is a private residence and there is no lease commitment. No minimum future lease payments are applicable for disclosure. NOTE 8- NEW ACCOUNTNG PRONOUNCEMENTS In 2018, the Financial Accounting Standards Board ("FASB") adopted ASC 606, Revenue from Contracts with Customers, which will supersede nearly all existing revenue recognition guidance under accounting principles generally accepted in the United States. The core principle of this standard is that revenue should be recognized for the amount of consideration expected to be received for promised goods or services transferred to customers. This standard became effective for the Company for the annual reporting period beginning after December 15, 2018. NOTE 9 – SUBSEQUENT EVENTS Subsequent events have been evaluated through March 28, 2022, the date the financial statements were The Company has evaluated the new guidance and the adoption is not expected to have a significant impact on the Company's financial statements and a cumulative effect adjustment under the modified retrospective method of adoption will not be necessary. available to be issued. There are no subsequent events. {12}------------------------------------------------ SUPPLEMENTARY INFORMATION {13}------------------------------------------------ | Net Capital Computation: | | | |---------------------------------------------------------------------|------|-----------| | Total Members Equity | ક | 18,342 | | Deductions on non-allowable assets | | | | Non-allowable assets: | | 1,896 | | Net Capital | | 16,447 | | Minimum Net Capital Required | | 5,000 | | Excess Net Capital | ക | 11,447 | | Aggregate Indebtedness: | | | | Aggregate Indebtedness as included in the | | | | Statement of Financial Condition | ക | 1,225 | | Ratio of Aggregate Indebtedness to Net Capital | | .074 to 1 | | Reconciliation: | | | | Net Capital, per unaudited December 31, 2021 FOCUS report, as filed | ക | 17,671 | | Net audit adjustments | | (1,225) | | Net Capital, per December 31, 2021 audited report, as filed | ಕ್ಕಾ | 16,446 | | | | | {14}------------------------------------------------ # NOVA CAPITAL SOLUTIONS, LLC SUPPLEMENTARY INFORMATION PURSUANT TO RULE 17A-5 OF THE SECURITIES EXCHANGE ACT OF 1934 DECEMBER 31, 2021 Nova Capital Solutions LLC is claiming exemption under the provisions of Securities and Exchange Commission Rule 15c3-3(k)(2)(i) i.e., all customer transactions cleared through another broker-dealer on a fully disclosed basis. A) Computation for Determination of Reserve Requirement under Rule 15c3-3. B) Information Relating to the Possession or Control Requirements under Rule 15c3-3. Therefore, the following reports are not presented: - - {15}------------------------------------------------ ![](_page_15_Picture_0.jpeg) ### REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Members of Nova Capital Solutions, LLC We have reviewed management's statements, included in the accompanying SEC Rule 15c3-3 Exemption Report, pursuant to SEC Rule 17-a-5, in which (1) Nova Capital Solutions, LLC (the Company) did not claim an exemption under paragraph (k) of 17 C.F.R. §240.15c3-3, (2) the Company is filing this Exemption Report and has determined its qualification as a Non-Covered Firm as identified under the provisions in Footnote 74 of SEC Release 34-70073, because The Company limits its business activities exclusively to include: (1) private placements; (2) effecting securities transactions via subscriptions on a subscriptions way basis where the funds are payable to the issuer or its agent and not to the Company; (3) receiving transaction-based compensation for identifying potential merger and acquisition opportunities for clients; (4) referring securities transaction to other broker-dealers, and the Company (1) did not directly or indirectly receive, or hold or otherwise owe funds or securities for or to customers; (2) did not carry accounts of or for customers; and (3) did not carry PAB accounts (as defined in Rule 15-c-3-3) throughout the most recent fiscal year without exception. Nova Capital Solutions, LLCs management is responsible for compliance with the exemption provisions and its statements. Our review was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included inquiries and other required procedures to obtain evidence about Nova Capital Solutions, LLCs compliance with the exemption provisions. A review is substantially less in scope than an examination, the objective of which is the expression of an opinion on management's statements. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to management's statements referred to above for them to be fairly stated, in all material respects, based upon the Companys business activities as identified under provisions set forth by the Securities Exchange Commission in Footnote 74 of SEC Release 34-70073 adopting amendments to 17 C.F.R§240.17a-5 and related SEC Staff Frequently Asked Questions. Raphael Goldberg Nikpour Cohen & Sullivan Certified Public Accountants PLLC Woodbury, New York March 28, 2022 {16}------------------------------------------------ Nova Capital Solutions, LLC 1600 SE 15th Street, Suite 305 Fort Lauderdale, FL 33316 ![](_page_16_Picture_1.jpeg) Exemption Report Nova Capital Solutions, LLC (the "Company") is a registered broker-dealer subject to Rule 17a-5 promulgated by the Securities and Exchange Commission (17 C.F.R. §240.17a-5, "Reports to be made by certain brokers and dealers"). This Exemption Report was prepared as required by 17 C.F.R. §240.17a-5(d)(1) and (4). To the best of its knowledge and belief, the Company states the following: - (1) The Company does not claim an exemption under paragraph (k) of 17 C.F.R. § 240. 15c3-3, and - (2) The Company is filing this Exemption Report relying on Footnote 74 of the SEC Release No. 34- 70073 adopting amendments to 17 C.F.R. § 240.17a-5 because the Company limits its business activities exclusively to: (1) private placements; (2) effecting securities transactions via subscriptions on a subscription way basis where the funds are payable to the issuer or its agent and not to the Company; (3) receiving transaction-based compensation for identifying potential merger and acquisition opportunities for clients; (4) referring securities transactions to other broker-dealers, and the Company (1) did not directly or indirectly receive, hold or otherwise owe funds or securities for or to customers; (2) did not carry accounts of or for customers; and (3) did not carry PAB accounts (as defined in Rule 15c3-3) throughout the most recent fiscal year without exception. Nova Capital Solutions, LLC I, Krista Kersey, swear (or affirm) that, to my best knowledge and belief, this Exemption Report is true and correct. By: Krista Kersey President & CEO March 28, 2022 Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.