# INVICTA CAPITAL LLC X-17A-5 (2025-04-01) — Broker-dealer annual report - Company: INVICTA CAPITAL LLC - Form: X-17A-5 - Filed: 2025-04-01 - Period: 2024-12-31 - Accession: 0001701384-25-000002 - CIK: 1701384 - File #: 8-69923 - Type: Broker-dealer - Material weakness: No - Auditor: Lally & Co., LLC - Auditor location: Pittsburgh, PA - Contact: Aimee Toth - Phone: 412-287-4646 - Email: aat@invictacapitaladvisors.com - Website: invictacapitaladvisors.com - Signed by: Aimee Toth (CEO) Original filing: https://www.sec.gov/Archives/edgar/data/1701384/000170138425000002/InvictaPublic24.pdf --- {0}------------------------------------------------ ## **FINANCIAL STATEMENT WITH REPORT OF INDEPENDENT REGISTERERED PUBLIC ACCOUNTING FIRM** **Pursuant to Rule 17a-5(d) of the Securities and Exchange Commission** **Year Ended December 31, 2024** {1}------------------------------------------------ **UNITED STATES SECURITIES ANO 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 PARTIII** | SEC FILE NUMBER | | |-----------------|--| | 8-69923 | | **FACING PAGE Information Required Pursuant to Rules 17a-5, 17a-12, and 18a-7 under the Securities Exchange Act of 1934 01/01/24 12/31/24** FILING FOR THE PERIOD BEGINNING \_\_\_\_\_\_\_\_ AND ENDING \_\_\_\_\_\_\_\_ \_ MM/DD/VY MM/DD/VY **A. REGISTRANT IDENTIFICATION** NAME OF FIRM: lnvicta Capital LLC TYPE OF REGISTRANT (check all applicable boxes): 0 Broker-dealer D Security-based swap dealer D 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.) 527 Cedar Way, Suite 101 (No. and Street) Oakmont PA (City) (State) PERSON TO CONTACT WITH REGARD TO THIS FILING 15139 (Zip Code) Aimee Toth 412-287-4646 aat@invictacapitaladvisors.com (Name) (Area Code -Telephone Number) (Email Address) **B. ACCOUNTANT IDENTIFICATION** INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing\* Lally & Co., LLC (Name - if individual, state last, first, and middle name) 5700 Corporate Drive, Suite 800 (Address) 05/19/2009 Pittsburgh (City) PA (State) 3578 15237 (Zip Code) **rte of Reg;stcafoo w;th PCAOB )I;/** '''"" **ble** I **FOR OFFICIAL USE ONLY (PCAOB Reg,stcafoo N,mbec, ff apphcable)** I \* 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, Aimee Toth swear (or affirm) that, to the best of my knowledge and belief, the financial report pertaining to the firm of lnvicta Capital LLC as of **December 31** 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_2_Figure_3.jpeg) #### **This filing\*\* contains (check all applicable boxes):** - ~ (a) Statement of financial condition. - ~ (b) Notes to consolidated statement offinancial condition. - □ (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. - □ (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 240.15c3-1, 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. - ~ (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. - ~ (t} Independent public accountant's report based on an examination of the statement offinancial condition. - D (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 applicable. - □ (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-5 or 17 CFR 240.18a-7, as applicable. - □ (x) Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.15c3-1e or 17 CFR 240.17a-12, as applicable. - D (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 filing, see 17 CFR 240.17a-5(e)(3} or 17 CFR 240.18a-7{d}{2), as applicable. {3}------------------------------------------------ ### **TABLE OF CONTENTS** | | Page No. | |---------------------------------------------------------|-------------| | REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 1 | | FINANCIAL STATEMENT | | | Statement of Financial Condition | 2 | | Notes to Financial Statement | 3
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7 | {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) ## **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To the Board of Directors of Invicta Capital LLC Pittsburgh, Pennsy Ivan ia #### **Opinion on the Financial Statement** We have audited the accompanying statement of financial condition **oflnvicta Capital LLC** ("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 U.S. generally accepted accounting principles. #### **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 misstatements, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatements 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. #### **Emphasis of Matter** As discussed in Note 8 to the financial statements, the Company has had numerous significant transactions with a business controlled by one of the owners of the Company. Our opinion is not modified with respect to this matter. We have served as the Company's auditor since 2018. Pittsburgh, Pennsylvania March 3 I , 2025 {5}------------------------------------------------ ## **STATEMENT OF FINANCIAL CONDITION December 31, 2024** ### **ASSETS** | Cash | \$
171,668 | |-----------------------------------------------------------------|---------------| | Accounts receivable | 17,083 | | Prepaid expenses | 70,586 | | Security deposit | 1,625 | | Right-of-use | 84,807 | | Fixed assets at costs, net of accumulated depreciation of \$829 | 5,127 | | Due from affiliate | 84,895 | | | \$
435,791 | | LIABILITIES AND MEMBERS' EQUITY | | | Accounts payable and accrued expenses | \$
21,559 | |---------------------------------------|---------------| | Commissions payable | 14,447 | | Lease liability | 85,303 | | | 121,309 | | Members' equity | 314,482 | | | \$
435,791 | {6}------------------------------------------------ ### **NOTES TO FINANCIAL STATEMENT December 31, 2024 (See Report of Independent Registered Public Accounting Firm)** #### Note 1 **Organization and Nature of Business** Invicta Capital LLC ("Company") is a registered broker-dealer with the Securities and Exchange Commission ("SEC"), is a member of the Financial Industry Regulatory Authority, Inc. ("FINRA") and the Securities Investor Protection Corporation ("SIPC"). The Company was formed in 2010 and is a Pennsylvania limited liability company. The Company received its FINRA approval for membership on March 20, 2018. The Company received FINRA approval under Rule 1017 application on August 8, 2019. As such, the Company operates under (k)(2)(ii) and (k)(1) exemptive provisions of SEC Rule 15c3-3. The Company does not carry securities accounts for customers or perform custodial functions relating to customer securities. #### Note 2 **Summary of Significant Accounting Policies** #### **Allowance for credit losses** The Company adheres to the guidance under FASB ASC 326 which uses an expected loss model to ascertain allowance for credit losses. Per management's analysis, no allowance for credit losses was considered necessary as of December 31, 2024. #### **Segment Reporting** The Accounting Standards Update (ASU) 2023-07 issued by the Financial Accounting Standards Board (FASB) introduced enhancements to segment reporting requirements for public entities, including broker-dealers. The update aimed to improve the transparency and usefulness of financial disclosures for investors and other stakeholders. ASU 2023-07 disclosure requirements are effective for fiscal years starting after December 15, 2023. The Company operates as a single line of business as a securities broker-dealer, which is comprised of several classes of services, including operating an ATS. The Company has identified its CEO as the Chief Operating Decision Maker ("CODM") as specified in ASU 2023-07, 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, which is not a measure of profit and loss, to make operational decisions while maintaining capital adequacy, such as whether to reinvest profits or pay distributions. The Company's operations constitute a single operating segment and therefore, a single reporting 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. Company management reviewed the ASU 2023-07 disclosure requirements and determined that no additional disclosures are required as the Company has only a single reportable segment. {7}------------------------------------------------ ### **NOTES TO FINANCIAL STATEMENT (CONTINUED) December 31, 2024 (See Report of Independent Registered Public Accounting Firm)** #### Note 2 **Summary of Significant Accounting Policies (continued)** #### **Basis of Accounting** The Company maintains its books and records on the accrual basis of accounting for financial reporting purposes, which is in accordance with U.S. generally accepted accounting principles ("GAAP") and is required by the SEC and FINRA. #### **Cash** For the purposes of the statement of cash flows, the Company considers cash in banks and all highly liquid debt instruments with maturity of three months or less to be cash equivalents. The Company maintains its cash in bank deposit accounts, which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash. #### **Use of Accounting Estimates** The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of certain assets and liabilities, disclosures, and the reported revenues and expenses. Accordingly, the actual amounts could differ from those estimates. Any adjustments applied to the estimated amounts are recognized in the year in which such adjustments are determined. #### **Revenue Recognition** Revenue is recognized in accordance with ASC Topic 606, Revenue from Contracts with Customers ("ASC Topic 606"). This revenue recognition guidance requires that an entity 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 Company enters into arrangements with mutual fund companies to distribute mutual funds to investors. The Company may receive commissions paid by the mutual fund company up front, over time, upon the investor's exit from the mutual funds (that is, a contingent deferred sales charge), or as a combination thereof. The Company enters into arrangements with managed accounts or other pooled investment vehicles (funds) to distribute shares to investors. The Company may receive distribution fees paid by the fund up front, over time, upon the investor's exit from the fund (that is, a contingent deferred sales charge), or as a combination thereof. The Company believes that its performance obligation is the sale of securities to investors and as such this is fulfilled on the trade date. Any fixed amounts are recognized on the trade date and variable amounts are recognized to the extent it is probable that a significant revenue reversal will not occur once the uncertainty is resolved. {8}------------------------------------------------ ### **NOTES TO FINANCIAL STATEMENT (CONTINUED) December 31, 2024 (See Report of Independent Registered Public Accounting Firm)** ### Note 2 **Summary of Significant Accounting Policies (continued)** #### **Revenue Recognition** For variable amounts, as the uncertainty is dependent on the value of the shares at future points in time as well as the length of time the investor remains in the fund, both of which are highly susceptible to factors outside the Company's influence, the Company does not believe that it can overcome this constraint until the market value of the fund and the investor activities are known, which are usually monthly or quarterly. The Company enters into arrangements with annuity companies to distribute annuities to investors. The Company may receive commissions paid by the annuity company up front, over time, upon the investor's exit from the annuity (that is, a contingent deferred sales charge), or as a combination thereof. #### **Fair Value of Financial Instruments** The carrying amounts of financial instruments, including cash, prepaid expenses, and accounts payable and accrued expenses, approximates fair value due to the short-term maturities of these assets and liabilities. #### **Income Taxes** The Company has elected, by consent of its shareholders, to be treated for federal and state income tax purposes as an S Corporation. Earnings and losses are included in the personal tax returns of the shareholders and taxed depending on their personal tax strategies. Accordingly, the Company does not incur additional income tax obligations, and the financial statements do not include a provision for income taxes. GAAP prescribes rules for the recognition, measurement, classification, and disclosure in the financial statements of uncertain tax positions taken or expected to be taken in the Company's tax return. Management has determined that the Company does not have any uncertain tax positions and associated unrecognized tax benefits that materially impact the financial statements or disclosures. Since tax matters are subject to some degree of uncertainty, there can be no assurance that the Company's tax returns will not be challenged by the taxing authorities and that the Company will not be subject to additional tax, penalties, and interest as a result of such challenge. Generally, the Company's federal and state tax returns remain open for income tax examination for three years from the date of filing. #### Note 3 **Commitments and Contingencies** The Company does not have any commitments, guarantees or contingencies including arbitration or other litigation claims that may result in a loss or future obligation. The Company is not aware of any threats or other circumstances that may lead to the assertion of a claim at a future date. {9}------------------------------------------------ #### **NOTES TO FINANCIAL STATEMENT (CONTINUED) December 31, 2024** ### **(See Report of Independent Registered Public Accounting Firm** #### Note 4 **Net Capital Requirements** The Company is subject to the Securities and Exchange Commission's Uniform Net Capital Rule (Rule 15c3-1), which requires the maintenance of a minimum net capital balance and requires that the Company's aggregate indebtedness to net capital, as defined, shall not exceed 15 to 1. At December 31, 2024 the Company's net capital was \$149,614 which was \$144,614 in excess of its required net capital of \$5,000. The Company's aggregate indebtedness to net capital was 0.24 to 1. #### Note 5 **Concentrations** The Company is engaged in various trading and brokerage activities in 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 review, as necessary, the credit standing of each of the counterparties. The Company maintains its cash in bank accounts at high credit quality financial institutions. The balances at times may exceed federally insured limits. #### Note 6 **Subsequent Events** The Company has evaluated events and transactions after the date of the Statement of Financial Condition through March 31, 2025, which is the date the financial statements were available to be issued. #### Note 7 **Related Party Transactions** The Company has a management services agreement with Invicta Advisors, LLC ("Advisor"), a company related by common ownership. The Company shares office space, employees and other overhead expenses with Advisor. At December 31, 2024, \$84,895 was due from Advisors, as shown on the statement of financial condition. {10}------------------------------------------------ ### **NOTES TO FINANCIAL STATEMENT (CONTINUED) December 31, 2024 (See Report of Independent Registered Public Accounting Firm** ### Note 8 **Leases Commitments** The Company adheres to ASC-842 – Accounting for leases. The Company has recorded lease liability for the present value of the future lease payments, using a discount rate of 6% which is the Company's estimated incremental borrowing rate for loans with similar terms. A right-of-use asset has been recorded in the amount of the lease liability. Lease costs are being recognized on a straight-line basis over the term of the lease. Cash paid for amounts included in the measurement of operating leases was \$6,500. | Weighted average remaining lease term | 4.67 years | |---------------------------------------|------------| | Weighted average discount rate | 6.0% | Future lease payments under a non-cancellable operating leases with initial terms in excess of one year are as follows: | 2025 | \$ 19,700 | | |----------------------------------|-----------|--| | 2026 | 20,300 | | | 2027 | 21,060 | | | 2028 | 22,140 | | | 2029 | 15,240 | | | Total future lease payments | 98,440 | | | Less imputed interest | (13,137) | | | Present value of lease liability | \$ 85,303 | | Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.